EXHIBIT 10.50

PUBLIC SERVICE COMPANY OF NEW MEXICO
SECTION 415 PLAN

This Section 415 Plan ("Section 415 Plan") adopted as of the 1st day of January, 1994, by Public Service Company of New Mexico, a New Mexico corporation, (the "Company") is established to provide a supplemental retirement plan for certain employees of the Company upon the terms and conditions set forth herein.

(a) is a non-union employee;

(b) is a Participant in the Retirement Plan;

(c) commences receiving retirement benefits under the Retirement Plan on or after January 1, 1994, with such benefits being reduced by application of Code Section 415; and

(d) is neither a Participant in, nor entitled to receive benefits under, the Public Service Company of New Mexico Restated and Amended Accelerated Management Performance Plan (1988), the Public Service Company of New Mexico Service Bonus Plan or any other supplemental retirement plan or agreement or similar arrangement with the Company or any affiliate thereof, wherein such plan, agreement or arrangement has the effect of overriding

the limitations of Code Section 415 imposed on the Retirement Plan.

ARTICLE V

(a) The specific reason or reasons for the denial;

(b) An indication of the specific provisions on which the denial is based;

(c) A description of any additional material or information necessary for the claimant to perfect the claim and any explanation of why such material or information is necessary; and

(d) An explanation of the Section 415 Plan appeal procedure,

indicating that the appeal of the adverse determination must be in writing addressed to the Administrator, and received within sixty (60) days after the receipt by the claimant of the Administrator's written denial of benefits. Failure to perfect an appeal within the 60-day period shall make the decision conclusive.

If the Participant appeals to the Administrator, he or she or his or her duly authorized representative, must do so in writing and may submit, in writing, whatever issues and comments he or she or his or her duly authorized representative, feels are pertinent. The Participant or his or her duly authorized representatives, may review pertinent documents. The Administrator shall render a written decision on the question of the benefits payable or the claim for benefit, setting forth the specific reasons for its decision including a reference to the provisions of the Section 415 Plan within sixty (60) days after receipt of the request for review, unless special circumstances (such as a hearing) would make the rendering of a decision within the sixty (60) day limit unfeasible, but in no event shall the Committee render a decision respecting a denial for a claim for benefits later than one hundred twenty (120) days after its receipt of a request for a review.

Any denial by the Administrator of Participant's claim for benefits under the Section 415 Plan shall be stated in writing and such notice shall be written in a manner that may be understood without legal or actuarial counsel.

Section 415 Plan, the term "successor" shall include any person, firm, corporation, or other business entity which at any time, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets or business of the Company.

IN WITNESS WHEREOF, the Company, by its authorized representatives, has subscribed this Section 415 Plan as of December 31, 1993.

PUBLIC SERVICE COMPANY OF
NEW MEXICO

EXHIBIT 10.51

FIRST AMENDMENT TO THE
PUBLIC SERVICE COMPANY OF NEW MEXICO
EXECUTIVE RETENTION PLAN

The Public Service Company of New Mexico (the "Company") hereby adopts the following First Amendment to the Public Service Company of New Mexico Executive Retention Plan (the "Plan"), such First Amendment to be effective January 1, 1994.

RECITALS

WHEREAS, the Company adopted the Plan effective May 1, 1990, reserving the right in Article IX to amend the same; and

WHEREAS, the Company desires to amend the Plan, as follows:

NOW, THEREFORE, the Plan shall be, and the same hereby is, amended as follows:

1. Article II Section R. in reference to "XLT members" is hereby deleted in its entirety and replaced with the term [Reserved] and a new Section K-1 is inserted between the letters K and L as follows:

2. The term XLT member or XLT members as set forth in Article II
Section M.; in Article II Section N.; in Article V Section A.; and again in Article V Section D shall be deleted and replaced with the phrase Management Committee members.

IN WITNESS WHEREOF, the Public Service Company of New Mexico caused this First Amendment to the Public Service Company of New Mexico Executive Retention Plan to be executed by its authorized officers as of the date first above written.

PUBLIC SERVICE COMPANY
OF NEW MEXICO

ATTEST:

EXHIBIT 10.52

FIRST AMENDMENT TO THE
PUBLIC SERVICE COMPANY OF NEW MEXICO
PERFORMANCE STOCK PLAN

THIS FIRST AMENDMENT To The Public Service Company Of New Mexico Performance Stock Plan (the "Plan") is made this __ day of ________, 1994, by the Public Service Company of New Mexico (the "Company"). Terms used herein shall have the same meaning as in the Plan, as amended by this First Amendment.

WHEREAS, the Company desires to amend the Plan to allow, in the case of Nonofficer Participants only, for the Partial Award of Options based upon the partial achievement of one or both of the Performance Goals;

WHEREAS, this amendment will only affect the Awards for Nonofficer Participants, as the formula for the Performance Based Awards currently in effect in the Plan will continue to apply to Officer Participants;

WHEREAS, Article X of the Plan grants the authority to the Board to amend the Plan subject to certain restrictions;

WHEREAS, the Plan may be amended without shareholder approval, unless shareholder approval is necessary to satisfy the conditions for exemption from
Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder; and

WHEREAS, since the following amendment does not affect Officer Participants, including "insiders" for the purposes of Section 16 of the Exchange Act, it does not require shareholder approval under Rule 16b-3.

NOW, THEREFORE, consistent with its authority, the Board hereby causes the Company to adopt the following Plan amendment:

1. New Sections 2.14A. and B are hereby added to be inserted between 2.14 and 2.15 as follows:

"2.14A. 'Nonofficer Participant' shall mean all Participants other than Officer Participants.

2.14B. 'Officer Participant' generally will mean a Participant who is an officer of the Company. However, the final classification of a Participant as an Officer Participant under this Plan shall be made in the sole discretion of the Committee."

2. Section 2.17 "Partial Award" is hereby amended in its entirety to read as follows:

"2.17 'Partial Award' shall mean the Performance Based Awards as described in Section 7.2 b."

3. Section 7.2 is hereby amended as follows:

A. The fifth sentence of Section 7.2 shall be amended to read as follows:

"The goals for 1994 and all subsequent calendar years shall be established by the Committee and communicated to the Participants before the commencement of the calendar year to which such Awards pertain, or within an administratively reasonable period of time thereafter as determined by the Committee."

B. Section 7.2 shall be amended by deleting the following sentence set forth therein:

"If only one of the two goals has been satisfied, Partial Awards shall be made at year end."

4. Section 7.2b. is hereby amended in its entirety to read as follows:

"b. Partial Awards.

(i) Officer Participants. For an Officer Participant, if the Committee determines that only one (1) of the two (2) Performance Goals has been fully achieved, the Award of Options shall be determined by multiplying the Target Award Percentage by fifty percent (50%) and thereafter multiplying the result times the Salary Range Control Point, and dividing this result by the Option Price, all determined as of the Grant Date of the Award.

(ii) Nonofficer Participants. For a Nonofficer Participant, if the Committee determines that only one (1) of the two (2) Performance Goals has been fully achieved, the Award of Options for the fully achieved Performance Goal shall be determined using the formula set forth in Section 7.2(b)(i) above. If the Committee determines that either one or both of the Performance Goals were only partially achieved, the Award of Options for a partially achieved Performance Goal shall be determined on the basis of such partial achievement. The Award of Options for each Nonofficer Participant under this
Section 7.2b.(ii) shall be the sum of the Options determined for each partially and fully achieved Performance Goal. The Committee shall establish and communicate guidelines for determining the Partial Award for partially achieved Performance Goals when it establishes and communicates the Performance Goals pursuant to Section 7.2 above. Such guidelines may be changed from year to year, in the sole discretion of the Committee."

5. Except as amended by this First Amendment, the Plan is otherwise unchanged.

IN WITNESS WHEREOF, the Company has caused this First Amendment To The Public Service Company Of New Mexico Performance Stock Plan to be executed as of the date and year first above written, effective for all Performance Based Awards having a Grant Date after December 31, 1993.

PUBLIC SERVICE COMPANY
OF NEW MEXICO

EXHIBIT 10.53

January 12, 1994

STIPULATION

(In connection with the application for a $30 million reduction in retail electric rates)

January 12, 1994

STIPULATION

This Stipulation is entered into jointly by Public Service Company of New Mexico ("PNM" or "the Company"), the Attorney General of the State of New Mexico ("AG"), the New Mexico Industrial Energy Consumers ("NMIEC"), the City of Albuquerque ("COA"), the United States Executive Agencies ("USEA"), the New Mexico Retail Association ("NMRA"), and the Staff ("Staff") of the New Mexico Public Utility Commission ("NMPUC" or the "Commission"), collectively referred to herein as the "signatories," and relates to the Company's electric utility business and rates.

On January 11, 1993, PNM announced its intent to restructure operations in order to achieve cost savings, reduce rates, and position itself as a financially healthy New Mexico utility.

Since PNM's January 11, 1993 announcement, PNM's electric utility representatives have engaged in extensive discussions with the other signatories to ascertain various interests and needs so that resolution, as between the signatories, of certain key issues might be achieved before filing any related pleadings at the NMPUC. PNM and the other signatories have focused on enabling PNM to participate in the increasingly competitive market for electric service.

The signatories to this Stipulation recognize PNM's increasing need for flexibility to meet changing customer needs. While specifically agreeing to the terms and conditions as provided for in the Stipulation, the signatories enter into the Stipulation in the spirit of facilitating PNM's ability to compete in the future energy services marketplace and to prepare for and respond to technological and marketplace changes.

This Stipulation reflects the signatories' agreement on issues relative to the following areas as they affect PNM:

1. Retail Electric Prices
2. Generation Assets
3. Financial Concerns

Accordingly, the signatories hereby stipulate and agree to the following:

A. Cost of Service.

1. This Stipulation is supported by a cost-of-service analysis prepared by PNM, which uses a 1992 base period cost of service adjusted for known and measurable changes, attached as Appendix 1 hereto. The signatories request that the NMPUC waive any rules, regulations or provisions of prior NMPUC Orders necessary to facilitate implementation of this Stipulation.

2. Upon approval of this Stipulation, PNM will reduce retail electric rates (not including street and private area lighting) by approximately $30 million from 1993 levels. Proof of revenues, which includes 11 months actual and 1 month estimated revenues, and rate schedules are attached as Appendix 2 to this Stipulation. The rate reduction shall be allocated among retail customer classes pursuant to Section I.C of this Stipulation.

3. The City of Albuquerque and the Company agree to pursue the potential sale by PNM and purchase by the City of the street light fixtures involved

in providing street light services. Irrespective of whether the City and Company reach an agreement on such a transaction, it is recognized and agreed that the Company has the ability to file a separate rate case for Street and Private Area Lighting. This agreement recognizes a waiver of Paragraph 5 of the Letter Agreement entered into by the City of Albuquerque and the Company in NMPUC Case 2409. A copy of this Letter Agreement is attached as Appendix 3 to this Stipulation.

PNM and the City agree to work together to provide the City with information that would allow the City to be aware of when PNM's system is approaching a possible peaking condition. Such information, if available to the City, will also be made available to other customers on similar terms.

4. The signatories acknowledge that cost reduction efforts initiated by the Company, the write-down of a portion of the Palo Verde Nuclear Generating Station ("PVNGS") Units 1 and 2, and the write-off of certain regulatory assets and other deferred costs currently recovered in rates have contributed to the achievement of this rate reduction. The write-off anticipated by the Company as part of this Stipulation amounts to approximately $180 million, pre-tax. The effects of the write-offs are reflected in the cost of service attached as Appendix 1.

5. The signatories acknowledge that certain cost of service matters are of key importance to this Stipulation. Therefore, the signatories have agreed to the following treatment of these issues:

a. Decommissioning cost recovery for fossil-fueled generating plants.

- The Company shall be allowed to recover all fair, just, and reasonable costs arising from the decommissioning of its fossil-fueled generating plants, including demolition, waste disposal, environmental and site restoration.

- The Company shall not seek recovery of the first $24.4 million it spends on decommissioning Person, Prager, and Santa Fe Stations. Nothing in this Stipulation shall preclude the Company from seeking recovery of decommissioning costs for Person, Prager, and Santa Fe Stations in excess of that $24.4 million amount nor prevent the signatories from asserting any position with regard to the recovery of costs in excess of the $24.4 million which would have been available to them absent this Stipulation.

- The land on which Person, Prager, and Santa Fe Stations were located shall be placed in FERC Account 105, "Plant Held for Future Use" and is not determined to be abandoned as a result of this Stipulation. For these specific parcels of land only and under the operation of this

Stipulation, prior to divesting itself of that land the Company shall seek and obtain Commission approval and shall demonstrate that the land being sold will not be used and useful to the Company for electric utility purposes within the reasonable foreseeable future.

- The signatories, who include all the parties to NMPUC Case 2530, agree that this Stipulation, if approved and adopted by the Commission, resolves all issues raised in that proceeding by providing for the decertification and abandonment of Person, Prager, and Santa Fe Stations and the recovery of decommissioning costs for those and other fossil-fueled generating plants under the terms and conditions described in this Paragraph I.A.5.a. and by incorporating the depreciation rates proposed by the Company in NMPUC Case 2530 into the cost of service study attached as Appendix 1 to this Stipulation. The signatories therefore recommend that a Final Order dismissing Case 2530 be issued concurrently with the Commission's Final Order approving this Stipulation and, to the extent required by NMPUC Rule 340, those depreciation rates shall be approved for use in 1994.

b. Regulatory treatment of existing incremental revenues from economic development rates.

- The signatories acknowledge PNM's 1993 electric retail revenues included in Appendix 2 to this Stipulation include actual revenues being generated from incentive and economic development rates.

- Incentive and economic development rates priced above incremental cost may benefit existing customers.

c. Regulatory treatment of book/tax temporary differences.

- The Company will fully normalize all prospective book- tax temporary differences, and all temporary differences previously flowed through will continue to be reversed. This treatment is reflected in the cost of service attached as Appendix 1 to this Stipulation.

d. Capital Structure.

(1) A capital structure based upon investment grade guidelines issued by major credit rating agencies is an appropriate target for the Company. The Company intends to develop its financial plans to achieve this capital structure.

(2) A capital structure which includes 44.19% Common, 5.47% Preferred, and 50.34% Debt (excluding operating lease debt) is used in the cost of service attached as Appendix 1 in determination of the $30 million reduction in rates. This approximates the capital structure of the Company exclusive of the 1992 write- downs and the approximate $180 million of write-downs resulting from this Stipulation.

(3) The signatories are not bound by the foregoing capital structure approach in future proceedings. In future rate proceedings, the Company intends to describe then- current

market and regulatory circumstances in its presentation of an appropriate capital structure.

B. Future Rate Path

1. The signatories have acted in good faith to develop fair, just, and reasonable rates which are not currently anticipated to be changed for four years and accordingly, do not intend to file or cause the filing of a general rate case before January 1, 1998. However, should a significant restructuring of included area assets or unforeseen circumstances occasion a significant change in PNM's costs requiring the need for a review of general rate levels before January 1, 1998, the signatories will reconvene before that change in rates is sought.

2. Gains and benefits allotted to shareholders pursuant to Sections
III. A. and B., will not be treated as utility earnings in any rate case.

C. Rate Design

1. Rate schedules attached as Appendix 2 to this Stipulation are intended to improve the cost/price relationship among and within rate classes. The approximate $30 million rate reduction shall be allocated non-proportionally among customer classes as follows:

Residential: $6.0 million Small Power: $1.3 million General Power: $8.6 million Large Power, Industrial Power, KAFB: $13.5 million Water/Sewer: $0.6 million Irrigation: $0.04 million

The rates reflected in the attached rate schedules have been specifically agreed to by the signatories.

2. The signatories understand that in the future, the Company may need greater flexibility to competitively price services, attract beneficial load, and offer new products and services.

3. PNM has the ability under the New Mexico Public Utility Act (NMPUA) and applicable NMPUC rules to propose economic development rates and/or rates designed to retain load and the Stipulation is not, in any way intended to limit that ability.

4. Customers requesting that PNM, rather than an alternative supplier, furnish additional reliability and/or service options shall separately contract and pay for those options at cost plus a reasonable profit margin, subject to the requirements of the NMPUA and NMPUC rules.

5. Pursuant to the stipulation in NMPUC Case 2492 filed on December 14, 1993, the Fuel and Purchased Power Cost Adjustment Clause (FPPCAC) will be eliminated after the implementation of rates resulting from this Stipulation and base fuel costs as defined in the stipulation in Case 2492 have been incorporated into the cost of service attached as Appendix 1 to this Stipulation. Elimination of PNM's FPPCAC is required in order to effectuate the terms of this Stipulation.

A. Case 2146, Part II Tests

1. PNM's interests in PVNGS Units 1 and 2 are used and useful and are appropriately included in rates as balancing customer and shareholder interest according to the tests set forth in Case 2146, Part II, 101 PUR 4th 126 (NMPUC 1989). As of the date this Stipulation is filed, costs incurred for these units (not written off as part of this Stipulation) are fully recoverable in jurisdictional rates, as reflected in the cost of service attached as Appendix 1 to this Stipulation.

B. Sales of Generation Assets

1. The signatories acknowledge that although PNM's included area generating resources are used and useful, restructuring of the Company's generation mix may result in benefits to both customers and shareholders.

2. Future generating asset sales may need to include a mix of PVNGS and coal-fired generation.

3. The signatories herein who intervene in any PNM proceeding related to the sale of generating plant agree to support expedited regulatory review of that proceeding. In that regard, the Company agrees to notify and inform the signatories to this Stipulation of the terms of any potential included area generation asset sale once an agreement in principle is reached with a potential buyer, reasonably in advance of seeking regulatory approval. As a precondition to receiving advance information on the terms of any potential sale, signatories will sign reasonable confidentiality agreements if so requested by the Company.

5. If there is a book gain in the sale transaction, and costs or obligations associated with the transaction are retained by the Company, the gain allocated to shareholders under Paragraph
III.B. herein will first be used to offset such retained costs or the estimated costs of any retained obligations. Any retained costs or estimated costs of retained obligations exceeding the book gain amount will be used in the overall evaluation of the transaction to determine whether the sale results in no customer harm. If the transaction is approved, such costs will be included in retail customer rates.

6. The basis for any gain calculation on a sale of currently owned, included area PVNGS will be the written-down net book value of the asset at December 31, 1993, less depreciation through the date of the sale, plus capital betterments and improvements through the date of the sale.

C. Substitution of PVNGS Unit 3 for Units 1 and 2

1. The signatories acknowledge that the PVNGS Participation Agreement currently restricts sales of a participant's interest in the PVNGS project to an undivided portion of the entire three- unit project, spread ratably across all three units and common facilities.

2. At a time deemed appropriate by PNM, the Company shall be allowed to remove from New Mexico jurisdictional rates up to one third of its interest in each of Units 1 and 2 and replace those portions so removed with an equal portion of Unit 3. That portion of Unit 3 so substituted shall have the same cost attributes and be given the same regulatory treatment, including valuation, as the removed portions of Units 1 and 2.

A. Refinancing and restructuring of PVNGS leases

1. Reasonable efforts by PNM to refinance or restructure the PVNGS Units 1 and 2 leases shall not be opposed by the signatories, provided that the refinancing or restructuring provides demonstrable net benefits.

2. The reduction in cost of service accruing from any future refinancing or restructuring of the PVNGS Units 1 and 2 leases shall be allocated 60% to shareholders and 40% to customers.

B. Net book gains made from the sale transaction of included and/or excluded generation assets shall be allocated as follows:

1. Sale of nuclear generation -- 100% to shareholders.

2. Sale of included area coal generation matched with any nuclear generation at a rate not more than 1 MW coal to 1 MW nuclear for sales up to 130 MW minus the number of MW of excluded coal generation remaining after the conclusion of NMPUC Case 2553-- 100% to shareholders. Other sales of included area coal generation matched with nuclear are not covered under this Stipulation.

3. Sale of included area coal generation not matched with nuclear -- 100% to customers.

4. Sale of excluded area coal generation remaining after the conclusion of NMPUC Case 2553 if matched with nuclear at a rate not more that 1 MW coal to 1 MW nuclear -- 100% to shareholders.

5. Sale of the final 45 MW of excluded area coal generation if not matched with nuclear shall be shared on a 50-50 basis between customers and shareholders so that each party receives one half of the net book gain and one half of the associated tax benefits.

C. One hundred percent of the reduction in cost of service resulting from the sale of included area generation assets (excluding shareholder allocated book gains PVNGS refinancing benefits or lease restructuring benefits) shall be allocated entirely to customers at the time a subsequent rate change is implemented.

D. Transition Mechanism

1. If any included area PVNGS is sold, subleased, assigned, or removed from full cost of service recovery for any reason:

a. The difference between the then current cost of PVNGS included in jurisdictional rates and its sale price shall continue to be recovered through rates in a manner which conforms to appropriate accounting rules at the time.

b. The signatories have the right to oppose any sale, sublease, assignment, or other action removing PVNGS from rates, if such removal would cause an adverse impact on retail rates or adversely affect the financial health of the Company.

This Stipulation is entered into by the signatories for the express purpose of resolving the issues addressed herein. This Stipulation shall be filed with the Commission for its consideration, adoption and approval with the expectation that the matter will be docketed, public notice of the

matter given and the matter will be set for hearing consistent with NMPUC rules. If the Commission does not, for any reason, adopt and approve this Stipulation in its entirety, unless otherwise agreed to by all the signatories, the Stipulation shall be null and void and any signatory may freely assert any position without regard to any position taken or concession made herein, and no such position or concession made herein shall be used as evidence in this docket or in any subsequent proceeding.

The signatories agree that the specific terms and provisions in this Stipulation shall have no precedential effect except as specifically provided in the Stipulation and cannot be modified except by mutual agreement of the signatories and Commission order. Any matters not specifically addressed by this Stipulation nor decided by the Commission in its Final Order shall not be binding nor be relied upon by the signatories as a basis for any claim of estoppel or res judicata in any future proceeding.

The signatories will not contest, appeal or otherwise oppose any Commission order which in all material respects adopts and approves this Stipulation. The signatories request that the NMPUC waive any rules, regulations or provisions of prior NMPUC orders necessary to facilitate implementation of this Stipulation.

This Stipulation expresses the full intent, understanding and entire agreement of the signatories concerning the subject matter hereof and no implication should be drawn on any matter not addressed in the Stipulation. Appendices attached to this Stipulation shall not be used to demonstrate that any agreements have been reached among the signatories other than those set forth in the written language of this Stipulation. If there are any inconsistencies between the language of the Stipulation and the Appendices attached hereto, the language of the Stipulation shall control. This Stipulation shall be binding upon and inure to the benefit of the signatories' successors and assigns.

PUBLIC SERVICE COMPANY OF NEW MEXICO

By:  /s/ Sarah D. Smith, Esq.
     --------------------------------------------
Sarah D. Smith, Esq.
Alvarado Square MS-0806
Albuquerque, NM 87158
(505) 848-4903
FAX (505) 848-2338

STAFF OF THE NEW MEXICO PUBLIC UTILITY COMMISSION

By:  /s/ Anastasia S. Stevens, Esq.
     -----------------------------------------
Anastasia S. Stevens, Esq.
224 East Palace Avenue
Santa Fe, NM 87501-2013
(505) 827-6946
FAX (505) 827-6973

ATTORNEY GENERAL OF THE STATE OF NEW MEXICO

By:  /s/ Charles F. Noble, Esq.
     ------------------------------------------
Charles F. Noble, Esq.
Gary Epler, Esq.
P.O. Drawer 1508
Santa Fe, NM 87501
(505) 827-6000
FAX (505) 827-5826

NEW MEXICO INDUSTRIAL ENERGY CONSUMERS

By:  /s/ Steven S. Michel, Esq.
     ------------------------------------------
Steven S. Michel, Esq.
368 Hillside Avenue
Santa Fe, NM 87501
(505) 989-8731
FAX (505) 989-8064

NEW MEXICO RETAIL ASSOCIATION

By:  /s/ Lewis O. Campbell, Esq.
     -------------------------------------------
Lewis O. Campbell, Esq.
Campbell, Pica, Olson & Seegmiller
PO Box 35459
Albuquerque, NM  87176
(505) 883-9110

UNITED STATES EXECUTIVE AGENCIES

CITY OF ALBUQUERQUE

By:  /s/ Nann M. Houliston, Esq.
     -------------------------------------------
Nann M. Houliston, Esq.
P.O. Box 1293
Albuquerque, NM 87103
(505) 768-5358
FAX (505) 768-5305

EXHIBIT 10.54

EMPLOYMENT RETIREMENT AND RELEASE AGREEMENT

THIS EMPLOYMENT RETIREMENT AND RELEASE AGREEMENT ("the "Agreement") by and between the Public Service Company of New Mexico, a New Mexico corporation, (the "Company") and William M. Eglinton (the "Employee"), is effective as of the date the Employee signs the Agreement as set forth below.

R E C I T A L S

WHEREAS, Employee has been continuously employed by the Company since June 15, 1970;

WHEREAS, Employee is retiring from the Company effective December 31, 1993 and he is also resigning from all other positions he holds with Company, or its Affiliates (including any affiliated entity over which the Company, directly or indirectly, has a controlling interest (an "Affiliate"));

WHEREAS, the Employee originally desired to retire in February, 1993, at which time he was serving as Executive Vice President/Chief Operating Officer of the Company;

WHEREAS, the management duties and responsibilities of the President/Chief Executive Officer and the Executive Vice President/Chief Operating Officer were combined in 1993, and the Company requested that Employee remain with the Company past his desired retirement date, through the end of 1993 if necessary, to assist in the transition;

WHEREAS, in partial consideration for agreeing to stay on during the transition period, the Company agreed to provide Employee with severance benefits equal to the enhanced severance benefits as described in the Public Service Company of New Mexico Non-Union Severance Plan in effect in February, 1993 (the "Severance Plan") to be paid to Employee, pursuant to the following terms and conditions; and

WHEREAS, the Employee is retiring and will be receiving retirement benefits pursuant to various Company sponsered qualified and nonqualified arrangements, unrelated to the severance benefits being provided herein.

NOW, THEREFORE, in consideration of the promises and benefits set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, it is hereby agreed as follows:

currently held with such entities, such retirement and resignations to be effective as of December 31, 1993, (the "Retirement Date").

ASSERT ANY CLAIM, WITHOUT LIMITATION, BASED UPON THE FOREGOING STATE OR FEDERAL COMMON LAWS OR STATUTES.

THIS AGREEMENT DOES NOT EXTEND TO A RELEASE OF THE COMPANY FOR ANY BENEFITS PAYABLE PURSUANT TO THE AGREEMENT, NOR TO ANY BENEFITS THAT EMPLOYEE MIGHT OTHERWISE BE ENTITLED PURSUANT TO ANY OF THE COMPANY'S PENSION PLAN (AS THAT TERM IS DEFINED IN SECTION 3(2)(A) OF ERISA), THE PNM BENEFIT TRUST AND MASTER PLAN, ANY HEALTH MAINTENANCE ORGANIZATION AND BENEFITS MY WAY, OR THE PNM RESTATED AND AMENDED ACCELERATED MANAGEMENT PERFORMANCE PLAN (1988). PURSUANT TO 29 U.S.C. (S) 626, THIS AGREEMENT DOES NOT EXTEND TO ANY CLAIMS OR RIGHTS UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT WHICH MAY ARISE OUT OF THE ACTIONS OF THE COMPANY OR AN AFFILIATE AFTER THE DATE OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NOTHING HEREIN SHALL BE CONSTRUED AS TO ABROGATE OR SUPERSEDE ANY OBLIGATION OR AGREEMENT OF THE COMPANY OR AFFILIATES THAT MAY EXIST OUTSIDE OF THIS AGREEMENT, PURSUANT TO APPLICABLE BYLAW PROVISIONS OF THE COMPANY OR AFFILIATES, TO INDEMNIFY EMPLOYEE, OR TO PROVIDE EMPLOYEE WITH DIRECTOR AND OFFICER LIABILITY INSURANCE. THIS AGREEMENT SHALL NOT INCREASE OR ADVERSELY IMPACT ANY SUCH RIGHTS OR OBLIGATIONS TO WHICH EMPLOYEE MAY BE ENTITLED UNDER SUCH INDEMNIFICATION OR DIRECTORS AND OFFICERS LIABILITY INSURANCE REFERRED TO IN THE IMMEDIATELY PRECEDING SENTENCE.

If Employee seeks such protective order, without the Company or the Affiliate joining such action, or if the Company and/or the Affiliate commences such action, without Employee seeking or joining in such action, then the party seeking such protective order shall pay the attorney fees and expenses associated therewith, including the reasonable attorney fees and costs of any other party to this Agreement who requires such legal counsel to protect his or its interest pursuant to such action. If Employee or the Company (and/or Affiliate) both join in such action, then each shall be responsible for his or its respective attorney fees and costs. If, in the absence of a protective order or the receipt of a waiver hereunder, a party is legally bound, in the written opinion of its counsel, to disclose the Confidential Information, it may legally do so without a breach of this Agreement.

Agreement intended to increase or decrease or in any way impact the benefits otherwise provided to Employee for (i) health care benefits to which Employee may otherwise be entitled pursuant to the PNM Benefit Trust and Master Plan and PNM Benefits My Way and (ii) vested pension benefits which may otherwise be available to him pursuant to the PNM Employees' Retirement Plan, the PNM Master Employee Savings Plan, the PNM Employee Stock Ownership Plan or the PNM Restated and Amended Accelerated Management Performance Plan (1988), as the such plans may be amended from time to time.

EMPLOYEE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THIS RETIREMENT AND RELEASE AGREEMENT WHICH SETS FORTH THE ENTIRE AGREEMENT BETWEEN (I)

THE COMPANY AND EMPLOYEE WITH REGARD TO EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, AND HIS RETIREMENT AND (II) AFFILIATES AND EMPLOYEE WITH REGARD TO POSITIONS EMPLOYEE HELD WITH AFFILIATES, AND EMPLOYEE HEREBY ACKNOWLEDGES THAT EMPLOYEE HAS NOT RELIED UPON ANY REPRESENTATION OR STATEMENTS, WRITTEN OR ORAL, NOT SET FORTH IN THIS DOCUMENT, WITH RESPECT TO THIS AGREEMENT OR (I) AND (II) ABOVE.

IN WITNESS WHEREOF, the parties hereto, have signed this Agreement to be effective as of the date signed by the Employee.

PUBLIC SERVICE COMPANY OF NEW
MEXICO, INC.

By  /s/ Benjamin F. Montoya
   ---------------------------------------
   BENJAMIN F. MONTOYA,
   President and Chief Executive Officer

/s/ William M. Eglinton
---------------------------------------
WILLIAM M. EGLINTON

STATE OF NEW MEXICO    )
                       ) ss:
COUNTY OF BERNALILLO   )

The foregoing instrument was acknowledged before me this 20th day of January, 1994, by Benjamin F. Montoya, its President and Chief Executive Officer, on behalf of Public Service Company of New Mexico.

/s/ Samantha Street
-------------------------------
NOTARY PUBLIC
My commission expires:
11/3/97

STATE OF NEW MEXICO    )
                       ) ss:
COUNTY OF BERNALILLO   )

The foregoing instrument was acknowledged before me this 20th day of January, 1992, by WILLIAM M. EGLINTON.

/s/ Maria G. Zehrung
-------------------------------
NOTARY PUBLIC
My commission expires:
January 30, 1996

At an April 8, 1993 executive session of the Management Development and Compensation Committee attended by Joyce Godwin, Bob Price, and Paul Roth, the following was agreed to regarding severance pay for J. T. (John) Ackerman and W. M. ("Bill") Eglinton the incumbents mentioned in point 3.

1. The Committee acknowledged these personnel exclusions when the board adopted the company's impaction plan as it applies to officers and senior management.

2. The Committee affirmed the Board's decision to combine the management duties and responsibilities of President/ Chief Executive Officer with Executive Vice President/ Chief Operating Officer position.

3. The Committee affirmed the desire of the Board that incumbents commit to remain with the Company for a period of time that could be as long as the balance of 1993 to provide for a smooth transition.

4. The Committee affirmed it's commitment to provide compensation at separation/retirement equivalent to the enhanced severance plan available to all impacted employees, that was effective at the time of the commit- ment by the Committee (4092)

The Committee thanked Ms. Zanotti, Ms. Barsky and Mr. Toevs for all their work in regard to the different plans.

The meeting was adjourned at 3:45 p.m.

/s/ Elizabeth F. DeRockie
------------------------------
Secretary of the Meeting



Mgmt. Dev. & Comp. Comm.
April 5, 1993

EXHIBIT 10.55

RECEIVABLES PURCHASE AGREEMENT

Dated as of August 2, 1993

Among

PUBLIC SERVICE COMPANY OF NEW MEXICO

and

CXC INCORPORATED

and

CITICORP NORTH AMERICA, INC.

TABLE OF CONTENTS

Section                                                                  Page
- -------                                                                  ----
PRELIMINARY STATEMENTS....................................................  1

ARTICLE I - DEFINITIONS...................................................  2

     SECTION 1.01.  Certain Defined Terms.................................  2

          Adverse Claim...................................................  2
          Affiliate.......................................................  2
          Agent's Account.................................................  2
          Alternate Base Rate.............................................  2
          Assignee Rate...................................................  3
          Business Day....................................................  4
          Capital.........................................................  4
          CD Reserve Percentage...........................................  4
          Collateral......................................................  4
          Collection Agent................................................  5
          Collection Agent Agreement......................................  5
          Collection Agent Fee............................................  5
          Collections.....................................................  5
          Credit and Collection Policy....................................  5
          CXC.............................................................  5
          Designated Account..............................................  5
          ERISA...........................................................  6
          Eurocurrency Liabilities........................................  6
          Eurodollar Rate.................................................  6
          Eurodollar Rate Reserve Percentage..............................  6
          Event of Termination............................................  6
          Fee Agreement...................................................  6
          Financing Component.............................................  6
          Fixed Period....................................................  7
          Fixed Rate......................................................  8
          Obligor.........................................................  9
          Person..........................................................  9
          Purchase Date................................................... 10
          Purchaser....................................................... 10

          Purchaser Rate.................................................. 10
          Rate Rider...................................................... 11
          Receivable...................................................... 11
          Recoverable Amounts............................................. 11
          Regulatory Authority............................................ 11
          Related Security................................................ 11
          Seller Report................................................... 11
          Settlement Period............................................... 12
          Significant Subsidiary.......................................... 12
          Surcharge Statement............................................. 12
          Tariffs......................................................... 12
          Termination Date................................................ 12
          UCC............................................................. 13
          Yield........................................................... 13
     SECTION 1.02.  Accounting and Other Terms............................ 13

ARTICLE II - AMOUNTS AND TERMS OF THE PURCHASES;
           CONDITIONS OF PURCHASES........................................ 14

     SECTION 2.01.  Purchase Facility..................................... 14
     SECTION 2.02.  Purchases of Receivables.............................. 14
     SECTION 2.03.  Settlement Procedures................................. 15
     SECTION 2.04.  Recourse for Yield.................................... 17
     SECTION 2.05.  Fees.................................................. 17
     SECTION 2.06.  Payments and Computations, Etc........................ 17
     SECTION 2.07.  Increased Costs....................................... 18
     SECTION 2.08.  Conditions Precedent to Purchase...................... 19

ARTICLE III - REPRESENTATIONS AND WARRANTIES.............................. 22

     SECTION 3.01.  Representations and Warranties........................ 22

ARTICLE IV - COVENANTS.................................................... 25

     SECTION 4.01.  Covenants of the Seller............................... 25

ARTICLE V - PLEDGE OF COLLATERAL; RIGHTS;
        REMEDIES; DUTIES.................................................. 29

     SECTION 5.01.  Grant of Security Interest............................ 29

     SECTION 5.02.  Delivery of Records and Other Information............. 29
     SECTION 5.03.  Seller Remains Liable................................. 29
     SECTION 5.04.  Further Assurances.................................... 29
     SECTION 5.05.  Rights of the Seller Prior to Event of
                     Termination.......................................... 30
     SECTION 5.06.  Obligations Upon Event of Termination................. 30
     SECTION 5.07.  Agent Appointed Attorney-in-Fact...................... 31
     SECTION 5.08.  Agent May Perform..................................... 31
     SECTION 5.09.  The Agent's Duties.................................... 31

ARTICLE VI - INDEMNIFICATION.............................................. 32

     SECTION 6.01.  Indemnities by the Seller............................. 32

ARTICLE VII - EVENTS OF TERMINATION....................................... 34

     SECTION 7.01.  Events of Termination................................. 34

ARTICLE VIII - MISCELLANEOUS.............................................. 37

     SECTION 8.01.  Amendments, Etc....................................... 37
     SECTION 8.02.  Notices, Etc.......................................... 37
     SECTION 8.03.  Assignability......................................... 37
     SECTION 8.04.  Costs, Expenses and Taxes............................. 38
     SECTION 8.05.  No Proceedings........................................ 39
     SECTION 8.06.  Confidentiality....................................... 39
     SECTION 8.07.  Credit Enhancement.................................... 39
     SECTION 8.08.  Third Party Beneficiary............................... 40
     SECTION 8.09.  GOVERNING LAW......................................... 40
     SECTION 8.10.  Execution in Counterparts............................. 40
     SECTION 8.11.  Survival of Termination............................... 40

Exhibit A      Credit and Collection Policy
Exhibit B      Form of Seller Report
Exhibit C      Tariffs
Exhibit D      Form of Opinion of Counsel to the Seller
Exhibit E      Address of GCNM where records are kept

RECEIVABLES PURCHASE AGREEMENT

Dated as of August 2, 1993

PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico corporation (the "Seller"), CXC INCORPORATED, a Delaware corpo-ration ("CXC"), and CITICORP NORTH AMERICA, INC., a Delaware corporation ("CNAI"), as agent (the "Agent") for the Purchaser, agree as follows:

PRELIMINARY STATEMENTS. The New Mexico Public Utility Commission (the "Commission"), by its order in Case No. 2183 (the "Order"), has authorized Gas Company of New Mexico ("GCNM"), a division of the Seller, to collect the Recoverable Amounts from its customers. The "Recoverable Amounts" (as more particularly defined in Section 1.01) comprise two parts:

(1) "Take or Pay Costs" are amounts paid in connection with the settlement of claims by producers that GCNM or its Affiliate, Sunterra Gas Gathering Company ("SGGC"), or, in some cases, interstate pipeline companies, failed to comply with certain contractual obligations to purchase, or, failing purchase, to pay for, specified quantities of gas; Take or Pay Costs are recoverable through GCNM's Rate Rider No. 8 (the "Rate Rider"), which has been approved by the Commission in Case No. 2340.

(2) "MDL-403 Costs" are costs paid by GCNM or SGGC to settle price disputes under contracts that were the subject of federal multidistrict anti-trust litigation bearing the docket number MDL-403; GCNM will be entitled to recover all MDL-403 Costs determined by the Commission to have been prudently incurred and to be otherwise just and reasonable; MDL-403 Costs are recoverable through the Rate Rider.

The Seller is prepared to sell to the Purchaser Receivables representing the Recoverable Amounts and the Purchaser is prepared to purchase such Receivables on the terms set forth herein. Accordingly, the parties agree as follows:

ARTICLE I

DEFINITIONS

(a) the rate of interest announced publicly by Citibank, N.A. in New York, New York, from time to time as Citibank, N.A.'s base rate; or

(b) 1/2 of one percent above the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average being determined weekly on each Monday (or, if such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the previous Friday by Citibank, N.A. on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank, N.A. from three New

York certificate of deposit dealers of recognized standing selected by Citibank, N.A., in either case adjusted to the nearest 1/4 of one percent or, if there is no nearest 1/4 of one percent, to the next higher 1/4 of one percent.

(x) 1% per annum above the Eurodollar Rate for such Fixed Period; or

(y) 1% per annum above the sum of:

(a) the rate per annum obtained by dividing (i) the consensus bid rate determined by Citibank, N.A. (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such consensus bid rate is not such a multiple) for the bid rates per annum, at 9:00 A.M. (New York City time) (or as soon thereafter as practicable on the first day of such Fixed Period), of New York certificate of deposit dealers of recognized standing selected by Citibank, N.A. for the purchase at face value of certificates of deposit of Citibank, N.A. in New York City in an amount substantially equal to the Capital of the Receivables on such first day and with a maturity equal to such Fixed Period, by (ii) a percentage equal to 100% minus the CD Reserve Percentage for such Fixed Period, and

(b) the annual assessment rate per annum estimated by Citibank, N.A. on the first day of such Fixed Period for determining the then current annual assessment payable by Citibank, N.A. to the Federal Deposit Insurance Corporation (or any successor) for insuring U.S. dollar deposits of Citibank, N.A. in the United States;

provided, however, that in the case of

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

               (i) any Fixed Period on or prior to the first day of which a
          Purchaser shall have notified the Agent that the introduction of or
          any change in or in the interpretation of any law or regulation makes
          it unlawful, or any central bank or other governmental authority
          asserts that it is unlawful, for such Purchaser to fund such
          Receivables at the Assignee Rate set forth above (and such

                                      3

          Purchaser shall not have subsequently notified the Agent that such
          circumstances no longer exist),

               (ii) any Fixed Period of one to (and including) 13 days, or

               (iii) any Fixed Period as to which the Agent does not receive
          notice, no later than 12:00 noon (New York City time) on the third
          Business Day preceding the first day of such Fixed Period, that the
          Receivables will not be funded by issuance of commercial paper,

GCNM in accordance with the Tariffs, (b) all proceeds of any and all such indebtedness and (c) the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto.

(a) initially the period commencing on the initial Purchase Date and ending such number of days from such date as the Seller shall select and the Agent shall approve; and

(i) any Fixed Period in respect of which Yield is computed by reference to the Assignee Rate shall be a period from one to and including 14 days, or a period of 21, 30, 60, 90 or 180 days (or if the Eurodollar Rate is used in determining the Assignee Rate, a period of one, two or three months) as the Seller may select as provided above;

(iii) in the case of any Fixed Period of one day, (A) if such Fixed Period is the initial Fixed Period, such Fixed Period shall be the initial Purchase Date; (B) any subsequently occurring Fixed Period which is one day shall, if the immediately preceding Fixed Period is more than one day, be the last day of such immediately preceding Fixed Period, and, if the immediately preceding Fixed Period is one day, be the day next following such immediately preceding Fixed Period; and (C) if such Fixed Period occurs on a day immediately preceding a day which is not a Business Day, such Fixed Period shall be extended to the next succeeding Business Day; and

(iv) in the case of any Fixed Period which commences before the Termination Date and would otherwise end on a date occurring after the Termination Date, such Fixed Period shall end on the Termination Date.

[CLA x (F-R)] x [1 - (1+R/f)/-n/]

            -------------   -----------------
                  f                 R/f

where:

    CLA  =   Capital Liquidation Amount, as hereinafter defined.

    F    =   Fixed Rate for the Receivables for such Fixed Period.

    R    =   Redeployment Rate, as hereinafter defined.

    f    =   Fixed Rate payment frequency per annum.

    n    =   Number of interest payment periods remaining from
             Fee Determination Date to end of Fixed Period.

(b) the rate equivalent to the Fixed Rate as agreed between the Agent and the Seller; or

(c) if no Fixed Rate is agreed to between the Agent and the Seller and the Purchaser does not fund its purchase of the Receivables for such Fixed Period by issuing commercial paper, a rate equal to the Assignee

Rate for such Fixed Period or such other rate as the Agent and the Seller shall agree to in writing;

(i) all other security interests or liens and property subject thereto from time to time purporting to secure payment of the Receivables, together with all financing statements signed by an Obligor describing any collateral securing any such Receivable;

(ii) all guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of the Receivables; and

(iii) all proceeds of all the foregoing.

(a) The Seller's and its other subsidiaries' investments in and advances to the subsidiary exceed 10 percent of the total assets of the Seller and its subsidiaries consolidated as of the end of the most recently completed fiscal year; or

(b) The Seller's and its other subsidiaries' proportionate share of the total assets (after intercompany eliminations) of the subsidiary exceeds 10 percent of the total assets of the Seller and its subsidiaries consolidated as of the end of the most recently completed fiscal year; or

(c) The Seller's and its other subsidiaries' equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principles of the subsidiary exceeds the greater of (i) 10 percent of such income of the Seller and its subsidiaries consolidated for the most recently completed fiscal year or
(ii) $2 million.

where:

     PR   =    the Purchaser Rate for the Receivables for such Fixed
               Period

     C    =    the Capital of the Receivables during such Fixed Period

     ED   =    the actual number of days elapsed during (a) such Fixed
               Period or (b) in the case of a Fixed Period at a Fixed
               Rate the fraction shall be adjusted to correspond to
               the calculation of interest on any note the proceeds of
               which will fund or maintain the Capital of the
               Receivables;

ARTICLE II

AMOUNTS AND TERMS OF THE PURCHASES;
CONDITIONS OF PURCHASES

(b) The purchase of the Receivables shall be without recourse to the Seller or any assets of the Seller except as specifically set forth in Section 2.04 and in Articles V and VI of this Agreement.

(c) The sale of the Receivables hereunder shall include the sale to CXC of the Seller's rights in all Related Security and Collections therefrom.

(d) In connection with the transactions contemplated hereby, the Seller hereby assigns and grants a security interest in the Receivables and Collections therefrom to secure payment in full of all outstanding Capital, Yield and any other amounts payable by the Seller to the Purchaser or the Agent hereunder.

purchase and the Seller's rights in the Related Security and Collections therefrom.

(b) From time to time thereafter upon certification by the Seller that all approvals necessary for billing and collection have been obtained, CXC, in its sole discretion, may determine to purchase additional Receivables representing such Recoverable Amounts and, in such case, will make available to the Seller, in the manner provided in subparagraph (a) above, funds for such purchase, as set forth in the applicable Seller Report, which funds shall be added to the aggregate Capital outstanding.

(c) The aggregate Capital outstanding shall at no time exceed the lesser of $80,000,000 or 95% of the Recoverable Amounts as to which collections by the Seller have begun, less any discounts given by the Seller as shown on the Seller Report.

(c) Upon receipt of funds deposited into the Agent's Account, the Agent shall distribute (i) out of the portion of Collections that represents the

(d) To the extent that any Collections deposited in the Agent's Account are not immediately distributed in the manner set forth above, such Collections shall be invested by the Agent for the benefit of the Seller in Short-term Investments, until such Collections are distributed by the Agent from the Agent's Account. All earnings on such investments shall be applied to the purposes and in the priorities set forth in Section 2.03(c).

(e) To the extent that Collections are distributed from the Agent's Account and applied to reduction of Capital prior to the end of a Fixed Period, such Collections shall be deemed invested by the Agent for the remainder of such Fixed Period in Short-term Investments. All such earnings, deemed or otherwise, on such investments shall be applied to the purposes and in the priorities set forth in Section 2.03(c) and an amount equal to any earnings, deemed or otherwise, remaining thereafter shall be paid to the Seller for its own account.

(f) After the Capital and Yield and Collection Agent Fee with respect to the Receivables, and any other amounts payable by the Seller to the Purchaser or the Agent hereunder, have been paid in full, all additional Collections with respect to the Receivables shall be paid to the Seller for its own account.

(g) For the purposes of this Section 2.03:

(i) if on any day any of the representations or warranties in Section 3.01(h) is no longer true with respect to any of the Receivables, the Seller shall be deemed to have received on such day a Collection of such Receivables in full;

(ii) if and to the extent the Purchaser shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Purchaser shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

(b) The Seller also shall pay to the Agent certain fees in the amounts and on the dates set forth in the Fee Agreement.

(b) The Seller shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller (whether as Collection Agent or

otherwise) when due hereunder, at an interest rate per annum equal to 1% per annum above the Alternate Base Rate, payable on demand.

(c) All computations of interest under subsection (b) above and all computations of Yield, fees and other amounts hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

(b) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements referred to in Section 2.07(c)) in or in the interpretation of any law or regulation or (ii) compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to a Purchaser of agreeing to purchase or purchasing, or maintaining the ownership of Receivables in respect of which Yield is computed by reference to the Eurodollar Rate, then, upon demand by such Purchaser (with

a copy to the Agent), the Seller shall immediately pay to the Agent, for the account of such Purchaser (as a third-party beneficiary), from time to time as specified by such Purchaser, additional amounts sufficient to compensate such Purchaser for such increased costs. A certificate as to such amounts submitted to the Seller and the Agent by such Purchaser shall be conclusive and binding for all purposes, absent manifest error.

(a) The Agent shall have received on or before the initial Purchase Date the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Agent:

(i) Certified copies of the resolutions of the Board of Directors of the Seller approving this Agreement and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, together with a certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true

signatures of the officers of the Seller authorized to sign this Agreement and the other documents to be delivered by it hereunder.

(ii) A certificate, dated within two months prior to the date of the initial purchase of Receivables hereunder, from the Secretary of State of the State of New Mexico, certifying as to the corporate existence and good standing of the Seller.

(iii) Acknowledgment copies or time stamped receipt copies of this Agreement, duly filed as a public utility filing with the Secretary of State of the State of New Mexico, and of proper financing statements, duly filed on or before the date of execution of this Agreement under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the interests contemplated by this Agreement in the Receivables, Related Security, Collections and Collateral.

(iv) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections or Collateral previously granted by the Seller.

(v) Completed requests for information or reports of chattel searches, dated on or before the initial Purchase Date, listing the financing statements referred to in subsection (iii) above and all other effective financing statements filed in the jurisdictions referred to in subsection (iii) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Receivables, Related Security, Collections or Collateral).

(vi) Evidence satisfactory to the Agent that the Designated Account has been opened.

(vii) A favorable opinion of Keleher & McLeod, P.A., counsel for the Seller, substantially in the form of Exhibit D hereto and as to such other matters as the Agent may reasonably request.

(viii) Evidence satisfactory to the Agent that the Receivables, Related Security, Collections and Collateral have been released from the lien of the Indenture of Mortgage and Deed of Trust dated June 1, 1947,

between the Seller and The Bank of New York (formerly Irving Trust Company), as heretofore supplemented by all Supplemental Indentures thereto, or that no such release is required.

(ix) Copies of the Order, the Rate Rider, the Tariffs and the orders, if any, of the Commission in cases Nos. 2445, 2503 and 2353, certified as true and correct by an authorized officer of the Seller, together with a copy of the order of the Commission authorizing the Seller to consummate the transactions contemplated by this Agreement.

(x) The Collection Agent Agreement.

(xi) A favorable opinion of Kaye, Scholer, Fierman, Hays & Handler, counsel for the Agent, as the Agent may reasonably request.

(b) On or prior to each Purchase Date (including the initial Purchase Date), the Collection Agent shall have delivered to the Agent, in form and substance satisfactory to the Agent, a completed Seller Report dated within ten days prior to such Purchase Date together with such additional information as may reasonably be requested by the Agent. In addition, the following statements shall be true:

(i) The representations and warranties contained in Article III are correct on and as of the date of such purchase as though made on and as of such date.

(ii) No event has occurred and is continuing, or would result from such purchase that constitutes an Event of Termination or that would constitute an Event of Termination but for the requirement that notice be given or time elapse or both.

(iii) On such date, all of the Seller's long-term public senior debt securities are rated at least B- by Standard & Poor's Corporation and B3 by Moody's Investors Service, Inc.

(c) The Agent shall have received such other approvals, opinions or documents as it may reasonably request.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

(a) The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of New Mexico and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified.

(b) The execution, delivery and performance by the Seller of this Agreement, the Collection Agent Agreement and the other documents to be delivered by it hereunder, including the Seller's use of the proceeds of purchases, are within the Seller's corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) the Seller's charter or by-laws, (ii) any law, rule or regulation applicable to the Seller, (iii) any contractual restriction binding on or affecting the Seller or its property or
(iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties except as required by this Agreement. This Agreement and the Collection Agent Agreement have been duly executed and delivered by the Seller.

(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of this Agreement, the Collection Agent Agreement or any other document to be delivered thereunder except such as shall have been obtained or made on or before the applicable Purchase Date and except the notices, filings and approvals contemplated by the Order, including but not necessarily limited to the prudency determinations by the Commission with respect to MDL-403 Costs and orders of the Commission disposing of cases involving challenges to Surcharge Statements.

(d) This Agreement constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency or other similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).

(e) The consolidated balance sheet of the Seller and its sub- sidiaries as at December 31, 1992, and as at the end of the most recently completed fiscal quarter as set forth in the most recent financial statements filed with the Securities and Exchange Commission and the related consolidated statements of income and retained earnings of the Seller and its subsidiaries for the periods then ended, copies of which have been furnished to the Agent, fairly present the financial condition of the Seller and its subsidiaries as at such date and the results of the operations of the Seller and its subsidiaries for the period ended on such date all in accordance with generally accepted accounting principles consistently applied.

(f) There is no pending or threatened action or proceeding affecting the Seller or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect the ability of the Seller to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement.

(g) The proceeds of the purchases of the Receivables will not be used to acquire any equity security of a class which is registered pursuant to
Section 12 of the Securities Exchange Act of 1934.

(h) On each Purchase Date, the Seller shall be the legal and beneficial owner of the applicable Receivables, Related Security and Collateral, free and clear of any Adverse Claim or any legal, contractual or other restriction on assignability, transfer or sale, and on such Purchase Date, the Seller shall transfer to the Purchaser (and the Purchaser shall acquire) (i) good and legal title to the Receivables, the Related Security and Collections with respect thereto, free and clear of Adverse Claims, and (ii) a valid and perfected first priority security interest in the Collateral and the Receivables and Collections therefrom. No effective financing statement or other instrument similar in effect covering the Receivables, the Related Security or Collections with respect thereto, or the Collateral, is on file in any recording office, except those filed in favor of the Agent relating to this Agreement.

(i) Each Seller Report (if prepared by the Seller or one of its Affiliates, or to the extent that information contained therein is supplied by the Seller or an Affiliate), item of information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller to the Agent in connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Agent at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(j) The principal place of business and chief executive office of GCNM and the office where GCNM keeps its records concerning the Receivables and the Collateral are located at the address set forth in Exhibit E hereto (or, upon 30 days' prior written notice to the Agent in accordance with Section 8.02, at such other locations in jurisdictions where all actions reasonably requested by the Agent to protect and perfect the interest in the Receivables and the Collateral have been taken and completed).

(k) The purchase of the Receivables constitutes (i) a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended.

(l) There has been no material adverse change in the collectibility of the Receivables or the Collateral or the ability of the Seller to perform its obligations under this Agreement or the Collection Agent Agreement.

(m) Under New Mexico law, the Seller's right under the Order to recover Recoverable Amounts pursuant to the Rate Rider is an existing general intangible in which a security interest may be granted by the Seller and the Collections of Receivables will be proceeds thereof.

ARTICLE IV

COVENANTS

Collateral receivables and (ii), as promptly as the applicable orders and regulations permit, billing all amounts permitted to be recovered pursuant to the Rate Rider.

Security and proceeds of Collateral. The Seller will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Designated Account cash or cash proceeds other than Collections of Receivables or, if necessary, proceeds of Related Security and Collateral.

(i) as soon as available and in any event within 60 days after the end of the first three quarters of each fiscal year of the Seller, a consolidated balance sheet of the Seller and its subsidiaries as of the end of such quarter and a consolidated statement of income and retained earnings of the Seller and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief accounting officer of the Seller;

(ii) as soon as available and in any event within 120 days after the end of each fiscal year of the Seller, a copy of the annual report for such year for the Seller and its subsidiaries, containing consolidated financial statements for such year audited by Arthur Andersen & Co. or other independent public accountants acceptable to the Agent;

(iii) as soon as possible and in any event within five days after the occurrence of each Event of Termination or event which, with the giving of notice or lapse of time, or both, would constitute an Event of Termination, a statement of the chief financial officer of the Seller setting forth details of such Event of Termination or event and the action that the Seller has taken and proposes to take with respect thereto;

(iv) promptly after the sending or filing thereof, copies of all reports that the Seller sends to any of its securityholders, and copies of all reports and registration statements that the Seller or any subsidiary files with the Securities and Exchange Commission or any national securities exchange other than reports and registration statements in connection with public offerings of securities under employee stock option, consumer stock or dividend reinvestment plans;

(v) promptly after the sending or filing thereof, copies of all reports with respect to Recoverable Amounts required by the Rate Rider which the Seller or GCNM files with any Regulatory Authority ;

(vi) promptly after the filing or receiving thereof, copies of all reports and notices that the Seller or any Affiliate files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that the Seller or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which the Seller or any Affiliate is or was, within the preceding five years, a contributing employer, in each case in respect of the assessment of withdrawal liability or an event or condition which could, in the aggregate, result in the imposition of liability on the Seller and/or any such Affiliate in excess of $1,000,000;

(vii) at least ten Business Days prior to any change in the Seller's name, a notice setting forth the new name and the effective date thereof;

(viii) such other information respecting the Receivables or the Collateral or the condition or operations, financial or otherwise, of the Seller or any of its subsidiaries as the Agent may from time to time reasonably request; and

(ix) as soon as available, copies of all communications from the Commission with respect to the Recoverable Amounts, the Collections related thereto or the Collateral.

ARTICLE V

PLEDGE OF COLLATERAL; RIGHTS; REMEDIES; DUTIES

(i) mark conspicuously each invoice evidencing each Collateral receivable, each related contract and each of its records pertaining to such receivables with a legend, in form and substance satisfactory to the Agent, indicating that such invoice, contract or receivable is subject to the security interest granted hereby;

(ii) if any Collateral receivable shall be evidenced by a promissory note or other instrument, deliver and pledge to the Agent hereunder such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Agent; and

(iii) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or desirable, or as the Agent may request, in order to perfect and preserve the security interests granted or purported to be granted by this Agreement.

deposit in the Designated Account, from all collections with respect to such Collateral, an amount equal to the accrued and unpaid Yield and the Indemnified Amounts as defined in Section 6.01 and shall on the last day of each Settlement Period deposit all collections from the Collateral up to such accrued Yield, such Indemnified Amounts and costs and expenses incident thereto in the Agent's Account; and (b) the Seller shall not adjust, settle or compromise the amount or payment of any Collateral receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

(i) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

(ii) to receive, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) above, and

(iii) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral.

Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

ARTICLE VI

INDEMNIFICATION

(i) failure of the Seller to receive all approvals from the Commission necessary for billing and collection of the Recoverable Amounts; any revocation, modification or challenge to or invalidity of the Order or the Rate Rider, or any other inability of the Seller to collect the Receivables (other than by reason of the financial inability of an Obligor to pay) in accordance with the provisions of the Rate Rider or any inability of the Purchaser to receive Collections as a result of the bankruptcy of the Seller;

(ii) reliance on any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement which was incorrect in any material respect when made;

(iii) the failure by the Seller to comply with any applicable law, rule or regulation with respect to the Receivables and Collateral; or the failure of the Receivables and Collateral to conform to any such applicable law, rule or regulation;

(iv) the failure to vest in the Purchaser good and legal title to the Receivables and the Related Security and Collections in respect thereof, and a first priority security interest in the Receivables and Collections therefrom and Collateral, all of which are free and clear of any Adverse Claim;

(v) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, the Related Security and Collections in respect thereof, or the Collateral, whether at the time of the purchase or pledge or at any subsequent time;

(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to the Receivables or the furnishing or failure to furnish such merchandise or services (Without in any manner limiting the Seller's indemnity obligations under this Section 6.01(vi), the Seller shall be entitled, at its election, to assume the defense of, or otherwise to contest, any such dispute, claim, offset or defense, provided that (A) the Seller first acknowledges its liability to indemnify the Indemnified Party with respect thereto, and (B) the Seller posts a bond or other security with the Indemnified Party in the amount of the relief requested from the Indemnified Party, plus all related costs and expenses theretofore incurred by the Indemnified Party, or the Indemnified Party is otherwise satisfied, in its reasonable judgment, that sufficient assets of the Seller will be available to satisfy any adverse judgment rendered against the Indemnified Party and to pay all related costs and expenses theretofore incurred by the Indemnified Party. The Indemnified Party will cooperate with the Seller, at the Seller's sole cost, in any such defense or contest undertaken by the Seller. In the event the

Seller assumes such defense, or undertakes such contest, the Indemnified Party shall be permitted, at its sole cost, to participate therein.);

(vii) any failure of the Seller, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions hereof or of the Collection Agent Agreement or to perform its duties or obligations under the New Mexico Public Utility Act;

(viii) the commingling of Collections at any time with other funds;

(ix) the failure of the Financing Component of the Collections to generate an amount sufficient to pay the Yield in full under this Agreement on the last day of each Settlement Period;

(xi) the failure of the Seller to bill all Recoverable Amounts as promptly as the applicable regulations permit, but in no event later than August 2, 1998, or to bill all Collateral receivables promptly; or

(xii) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or the ownership of the Receivables, Related Security, Collections or Collateral.

ARTICLE VII

EVENTS OF TERMINATION

(a) The Collection Agent (if the Seller or any of its Affiliates) (i) shall fail in any material respect to perform or observe any term, covenant or agreement applicable to it in its capacity as Collection Agent under this Agreement or under the Collection Agent Agreement (other than as referred to in clause (ii) of this paragraph (a)) and such failure shall remain unremedied for three Business Days or (ii) shall fail to make when due any payment or deposit to be made by it under this Agreement or the Collection Agent Agreement; or

(b) The Seller shall fail (i) to transfer to the Agent when requested any rights, pursuant to this Agreement or the Collection Agent Agreement, which the Seller then has as Collection Agent, or (ii) to make any payment required under Section 2.03; or

(c) Any representation or warranty made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement or any information or report delivered by the Seller pursuant to this Agreement shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; or

(e) There shall have occurred any event which may materially adversely affect the collectibility of the Receivables or the Collateral or the ability of the Seller to collect the Receivables or the Collateral or otherwise perform its obligations under this Agreement or the Collection Agent Agreement; or

(f) The purchase of Receivables pursuant to this Agreement shall for any reason (other than pursuant to the terms hereof) fail to result in good and legal title in the Receivables, the Related Security and Collections with respect thereto in the name of the Purchaser, free and clear of Adverse Claims or for any reason shall cease to create a valid and perfected first priority security interest in the Collateral, the Receivables or the Collections therefrom; or

(g) The Seller or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller or any of its Significant Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller or any of its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this paragraph (g);

ARTICLE VIII

MISCELLANEOUS

(b) This Agreement and the rights and obligations of the Agent herein shall be assignable by the Agent and its successors and assigns.

(c) The Seller may not assign its rights hereunder or any interest herein without the prior written consent of the Agent.

(b) In addition, the Seller shall pay (i) any and all commissions of placement agents and commercial paper dealers in respect of commercial paper notes issued to fund the purchase of the Receivables, (ii) any and all costs and expenses of any issuing and paying agent or other Person responsible for the administration of CXC's commercial paper program in connection with the preparation, completion, issuance, delivery or payment of commercial paper notes issued to fund the purchase or maintenance of any Receivable, and (iii) any and all stamp and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

(b) The Agent and the Purchaser agree to maintain the confidentiality of any information each receives from the Seller, its agents, affiliates or representatives in connection with this Agreement or any audit or otherwise (the "Confidential Information"); provided, however, that each may, in connection with an assignment or participation, disclose to the assignee or participant any information relating to the Seller, including the Receivables, furnished to such assignor by or on behalf of the Seller or by the Agent; provided that, prior to any such disclosure, the assignee or participant agrees to preserve the confidentiality of any Confidential Information in a form reasonably satisfactory to the Seller; and provided further that there shall be no obligation of confidentiality in respect of any Confidential Information which may be generally available to the public.

notices delivered pursuant to Section 8.02 of this Agreement at the same time as it provides such information, reports or notices to the Agent.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SELLER:             PUBLIC SERVICE COMPANY OF NEW MEXICO



                    By /s/ Terry R. Horn
                       ---------------------------------
                         Title: Assistant Treasurer


                    Alvarado Square
                    Albuquerque, NM  87158
                    Attn:  Treasurer
                    Facsimile No.:  505-848-2369

PURCHASER:          CXC INCORPORATED

                    By:  Citicorp North America, Inc.,
                         as Attorney-in-Fact

450 Mamaroneck Avenue
Harrison, NY 10528
Attention: Corporate Asset Funding
Facsimile No. 914-899-7890

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SELLER:             PUBLIC SERVICE COMPANY OF NEW MEXICO



                    By
                       ---------------------------------
                         Title:


                    Alvarado Square
                    Albuquerque, NM  87158
                    Attn:  Treasurer
                    Facsimile No.:  505-848-2369



PURCHASER:          CXC INCORPORATED

                    By:  Citicorp North America, Inc.,
                         as Attorney-in-Fact



                         By /s/ Paul T. Pureka
                            ------------------------------
                              Vice President

450 Mamaroneck Avenue Harrison, NY 10528 Attention: Corporate Asset Funding Facsimile No. 914-899-7890

AGENT: CITICORP NORTH AMERICA, INC.,

as Agent

By /s/ Paul T. Pureka
   ------------------------------
    Vice President

450 Mamaroneck Avenue Harrison, NY 10528
Attention: Corporate Asset Funding Facsimile No. 914-899-7890

STATE OF NEW MEXICO )

) SS.

COUNTY OF BERNALILLO )

This instrument was acknowledged before me on July 21, 1993 by Terry R. Horn (name of officer), Assistant Treasurer (title of officer) of PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico corporation.

/s/ Joan Navarrete
------------------------
Notary Public

                                           [Seal of Joan Navarrete,
My Commission Expires:                      Notary Public]

       7/19/95

                               ACKNOWLEDGEMENT
                               ---------------

STATE OF NEW YORK  )
                   ) SS.
COUNTY OF NEW YORK )

This instrument was acknowledged before me on July 30, 1993 by Paul T. Pureka (name of officer), Vice President (title of officer) of CITICORP NORTH AMERICA, INC., a Delaware corporation.

/s/ Renee E. Ring
------------------------
Notary Public

                                             Renee E. Ring
My Commission Expires:                       Notary Public, State of New York
                                             No. 31-4985371
August 12, 1993                              Qualified in New York County
                                             Commission Expires 8/12/93

EXHIBIT 10.56

U.S. $40,000,000

RECEIVABLES PURCHASE AGREEMENT

Dated as of December 21, 1993

Among

PUBLIC SERVICE COMPANY OF NEW MEXICO

and

CORPORATE RECEIVABLES CORPORATION

and

CITICORP NORTH AMERICA, INC.

TABLE OF CONTENTS

Section                                                        Page
-------                                                        ----

                              ARTICLE I

                             DEFINITIONS

SECTION 1.01.  Certain Defined Terms.........................    1
SECTION 1.02.  Accounting and Other Terms....................   17

                              ARTICLE II

                 AMOUNTS AND TERMS OF THE PURCHASES;
                       CONDITIONS OF PURCHASES

SECTION 2.01.  Purchase Facility.............................   17
SECTION 2.02.  Making Purchases..............................   18
SECTION 2.03.  Receivable Interest Computation...............   18
SECTION 2.04.  Settlement Procedures.........................   19
SECTION 2.05.  Fees..........................................   21
SECTION 2.06.  Payments and Computations, Etc................   22
SECTION 2.07.  Dividing or Combining Receivable Interests....   22
SECTION 2.08.  Increased Costs...............................   22
SECTION 2.09.  Additional Yield on Receivable Interests
                Bearing a Eurodollar Rate....................   23
SECTION 2.10.  Repurchase of Receivable Interests............   24
SECTION 2.11.  Conditions Precedent to Initial Purchase......   25
SECTION 2.12.  Conditions Precedent to All Purchases and
                Reinvestments................................   26

                             ARTICLE III

                    REPRESENTATIONS AND WARRANTIES

SECTION 3.01.  Representations and Warranties................   27

Section                                                        Page
-------                                                        ----

                             ARTICLE IV

                              COVENANTS

SECTION 4.01.  Covenants of the Seller.......................   29

                              ARTICLE V

                           INDEMNIFICATION

SECTION 5.01.  Indemnities by the Seller.....................   33

                              ARTICLE VI

                        EVENTS OF TERMINATION

SECTION 6.01.  Events of Termination.........................   36

                             ARTICLE VII

                            MISCELLANEOUS

SECTION 7.01.  Amendments, Etc...............................   38
SECTION 7.02.  Notices, Etc..................................   38
SECTION 7.03.  Assignability.................................   38
SECTION 7.04.  Costs, Expenses and Taxes.....................   39
SECTION 7.05.  No Proceedings................................   40
SECTION 7.06.  Confidentiality...............................   40
SECTION 7.07.  Execution of Documents by Agent...............   41
SECTION 7.08.  Governing Law.................................   41
SECTION 7.09.  Execution in Counterparts.....................   41
SECTION 7.10.  Survival of Termination.......................   42

Schedule I     Credit and Collection Policy

Schedule II    Tariffs

                                     iii

                                                              [Master Agreement]

RECEIVABLES
PURCHASE AGREEMENT

Dated as of December 21, 1993

PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico corporation (the "Seller"), CORPORATE RECEIVABLES CORPORATION, a California corporation ("CRC"), and CITICORP NORTH AMERICA, INC., a Delaware corporation ("CNAI"), as agent (the "Agent") for the Investor, agree as follows:

PRELIMINARY STATEMENTS. The Seller has Receivables in which it is prepared to sell undivided fractional ownership interests (referred to herein as "Receivable Interests"). CRC is prepared to purchase such Receivable Interests on the terms set forth herein. Accordingly, the parties agree as follows:

ARTICLE I

DEFINITIONS

(a) the rate of interest announced publicly by Citibank, N.A. in New York, New York, from time to time as Citibank, N.A.'s base rate; and

(b) 1/2 of one percent above the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average being determined weekly on each Monday (or, if such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the previous Friday by Citibank, N.A. on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank, N.A. from three New York certificate of deposit dealers of recognized standing selected by Citibank, N.A., in either case adjusted to the nearest 1/4 of one percent or, if there is no nearest 1/4 of one percent, to the next higher 1/4 of one percent.

(b) during any period when the Seller's long-term public senior debt securities are not rated at least BB by Standard & Poor's Corporation or Ba2 by Moody's Investors Services, Inc. (or, if any such securities are not publicly rated at such time, the Agent has determined, in its sole discretion, that such securities would not

receive such ratings if they were publicly rated), a rate of 0.5% per annum;

provided, however, that in the case of

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

               (i) any Fixed Period on or prior to the first day of which an
          Investor shall have notified the Agent that the introduction of or any
          change in or in the interpretation of any law or regulation makes it
          unlawful, or any central bank or other governmental authority asserts
          that it is unlawful, for such Investor to fund such Receivable
          Interest at the Assignee Rate set forth above (and such Investor shall
          not have subsequently notified the Agent that such circumstances no
          longer exist),

               (ii) any Fixed Period of one to (and including) 29 days,

               (iii)  any Fixed Period as to which the Agent does not receive
          notice, by no later than 12:00 noon (New York City time) on the third
          Business Day preceding the first day of such Fixed Period, that the
          related Receivable Interest will not be funded by issuance of
          commercial paper, or

               (iv) any Fixed Period for a Receivable Interest the Capital of
          which allocated to the Investor is less than $500,000,

(i) as to which any payment, or part thereof, remains unpaid for 60 days from the original due date for such payment;

(ii) as to which the Obligor thereof or any other Person obligated thereon or owning any Related Security in respect thereof has taken any action, or suffered any event to occur, of the type described in Section 6.01(g); or

(iii) which, consistent with the Credit and Collection Policy, would be written off the Seller's books as uncollectible.

(i) as to which any payment, or part thereof, remains unpaid for 30 days from the original due date for such payment; or

(ii) which, consistent with the Credit and Collection Policy, would be classified as delinquent by the Seller.

(i) the Obligor of which is a United States resident, is not an Affiliate of any of the parties hereto and is not a federal governmental subdivision or agency (provided, however, that Receivables of federal governmental subdivisions or agencies in an amount up to 3% of the Outstanding Balance of the Receivables Pool may be included as Eligible Receivables);

(ii) the Obligor of which, at the time of the initial creation of an interest therein under this Agreement, is a Designated Obligor and is not the Obligor of any Defaulted Receivables which in the aggregate constitute 5% or more of the aggregate Outstanding Balance of all Receivables of such Obligor;

(iii) which at the time of the initial creation of an interest therein under this Agreement is not a Defaulted Receivable;

(iv) which, according to the Contract related thereto, is required to be paid in full within 45 days of the original billing date therefor;

(v) which is an obligation representing all or part of the sales price of merchandise, insurance or services within the meaning of
Section 3(c)(5) of the Investment Company Act of 1940, as amended, and the nature of which is such that its purchase with the proceeds of notes would constitute a "current transaction" within the meaning of
Section 3(a)(3) of the Securities Act of 1933, as amended;

(vi) which is an "account" within the meaning of Section 9-106 of the UCC of the applicable jurisdictions governing the perfection of the interest created by a Receivable Interest;

(vii) which is denominated and payable only in United States dollars in the United States;

(viii) which arises under a Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Receivable and is not subject to any dispute, offset, counterclaim or defense

whatsoever (except the potential discharge in bankruptcy of such Obligor);

(ix) which, together with the Contract related thereto, does not contravene in any material respect any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to usury, consumer protection, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party to the Contract related thereto is in violation of any such law, rule or regulation in any material respect;

(x) which (A) satisfies all applicable requirements of the Credit and Collection Policy and (B) complies with such other criteria and requirements (other than those relating to the collectibility of such Receivable) as the Agent may from time to time specify to the Seller upon 30 days' notice; and

(xi) as to which, at or prior to the time of the initial creation of an interest therein under this Agreement, the Agent has not notified the Seller that such Receivable (or class of Receivables) is not acceptable for purchase by CRC hereunder.

(a) initially the period commencing on the date of purchase of such Receivable Interest and ending such number of days as the Seller shall select and the Agent shall approve pursuant to Section 2.02, up to 270 days from such date; and

A.M. (New York City time) on such last day, such period shall be one day;

(i) any Fixed Period in respect of which Yield is computed by reference to the Assignee Rate shall be a period from one to and including 29 days, or a period of one, two or three months, as the Seller may select as provided above;

(iii) in the case of any Fixed Period of one day, (A) if such Fixed Period is the initial Fixed Period for a Receivable Interest, such Fixed Period shall be the day of purchase of such Receivable Interest; (B) any subsequently occurring Fixed Period which is one day shall, if the immediately preceding Fixed Period is more than one day, be the last day of such immediately preceding Fixed Period, and, if the immediately preceding Fixed Period is one day, be the day next following such immediately preceding Fixed Period; and (C) if such Fixed Period occurs on a day immediately preceding a day which is not a Business Day, such Fixed Period shall be extended to the next succeeding Business Day; and

(iv) in the case of any Fixed Period for any Receivable Interest which commences before the Termination Date for such Receivable Interest and would otherwise end on a date occurring after such Termination Date, such Fixed Period shall end on such Termination Date and the duration of each Fixed Period which commences on or after the Termination Date for such Receivable Interest shall be of such duration as shall be selected by the Agent.

Seller, or which should have been written off by the Seller in accordance with its Credit and Collection Policy, during such calendar month by (ii) the aggregate amount of Collections of Pool Receivables of retail Obligors actually received during such calendar month.

                       LP x (C + YR)
where:

        LP   =   the Loss Percentage for such Receivable Interest
                 on such date.

        C    =   the Capital of such Receivable Interest at the
                 close of business of the Collection Agent on such
                 date.

        YR   =   the Yield Reserve for such Receivable Interest on
                 such date.

certain other banks, and CNAI, as Agent, as the same may, from time to time, be amended, modified or supplemented.

where:

        C    =   the Capital of such Receivable Interest at the
                 time of computation.

        YR   =   the Yield Reserve of such Receivable Interest at
                 the time of computation.

        LR   =   the Loss Reserve of such Receivable Interest at the
                 time of computation.

        CAFR =   the Collection Agent Fee Reserve of such Receivable
                 Interest at the time of computation.

        NRPB =   the Net Receivables Pool Balance at the time of
                 computation.

Each Receivable Interest shall be determined from time to time pursuant to the provisions of Section 2.03.

(i) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements signed by an Obligor describing any collateral securing such Receivable; and

(ii) all guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or

securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise.

(a) The Seller's and its other subsidiaries' investments in and advances to the subsidiary exceed 10 percent of the total assets of the Seller and its subsidiaries consolidated as of the end of the most recently completed fiscal year; or

(b) The Seller's and its other subsidiaries' proportionate share of the total assets (after intercompany eliminations) of the subsidiary exceeds 10 percent of the total assets of the Seller and its subsidiaries consolidated as of the end of the most recently completed fiscal year; or

(c) The Seller's and its other subsidiaries' equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principles of the subsidiary exceeds the greater of (i) 10 percent of such income of the Seller and its subsidiaries consolidated for the most recently completed fiscal year or
(ii) $2 million.

(i) for each Receivable Interest for any Fixed Period to the extent CRC will be funding such Receivable Interest on the first day of such Fixed Period through the issuance of commercial paper,

(ii) for each Receivable Interest for any Fixed Period to the extent the Investor will not be funding such Receivable Interest on the first day of such Fixed Period through the issuance of commercial paper,

where:

        AR   =   the Assignee Rate for such Receivable Interest for
                 such Fixed Period

        C    =   the Capital of such Receivable Interest during such
                 Fixed Period

        ED   =   the actual number of days elapsed during such
                 Fixed Period

        IR   =   the Investor Rate for such Receivable Interest for
                 such Fixed Period

        LF   =   the Liquidation Fee, if any, for such Receivable
                 Interest for such Fixed Period;

ARTICLE II

AMOUNTS AND TERMS OF THE PURCHASES;
CONDITIONS OF PURCHASES

(b) At any time after December 20, 1994, the Seller may, upon at least five Business Days' notice to the Agent, terminate the Facility in whole or, from time to time, reduce in part the unused portion of the Purchase Limit;

(c) Until the Agent gives the Seller the notice provided in Section 2.12(b)(iv), the Agent, on behalf of the Investor which owns Receivable Interests, shall have the Collections attributable to such Receivable Interests automatically reinvested pursuant to Section 2.04 in additional undivided percentage interests in the Pool Receivables by making an appropriate readjustment of such Receivable Interests.

(b) On the date of each such purchase of a Receivable Interest, CRC shall, upon satisfaction of the applicable conditions set forth in this Article II, make available to the Seller in same day funds, at First National Bank in Albuquerque, PNM General Fund, Account No. 191537670, ABA 107000275 (or such other account as the Seller may notify the Agent from time to time), an amount equal to the initial Capital of such Receivable Interest.

(c) Effective on the date of each purchase pursuant to this Section 2.02 and each reinvestment pursuant to Section 2.04, the Seller hereby sells and assigns to the Agent, for the benefit of the Investor, an undivided percentage ownership interest, to the extent of the Receivable Interest then being purchased, in each Pool Receivable then existing and in the Related Security and Collections with respect thereto.

Interest, as computed (or deemed recomputed) as of the day immediately preceding the Termination Date for such Receivable Interest, shall thereafter remain constant. Such Receivable Interest shall become zero when Capital thereof and Yield thereon shall have been paid in full, all other amounts owed by the Seller hereunder to the Investor or the Agent are paid and the Collection Agent shall have received the accrued Collection Agent Fee thereon.

(b) If any Receivable Interest would otherwise be reduced on any day on account of newly arising Pool Receivables, the Investor may prevent such reduction by notifying the Collection Agent on such day that the Receivables Pool and the Net Receivables Pool Balance for such Receivable Interest will include, with respect to Receivables arising as Pool Receivables on such day, only such number or portion of such Receivables as shall cause such Receivable Interest to remain constant. The remainder of such Receivables or portion thereof shall be treated as Receivables arising on the next succeeding Business Day (subject to reapplication of this subsection (b)).

(b) The Collection Agent shall, on each day on which Collections of Pool Receivables are received by it with respect to any Receivable Interest:

(i) set aside and hold in trust (and, at the request of the Agent, segregate) for the Investor, out of the percentage of such Collections represented by such Receivable Interest, an amount equal to the Yield and Collection Agent Fee accrued through such day for such Receivable Interest and not previously set aside;

(ii) if such day is not a Liquidation Day, reinvest with the Seller, on behalf of the Investor, the remainder of such percentage of Collections, to the extent representing a return of Capital, by recomputation of such Receivable Interest pursuant to Section 2.03;

(iii) if such day is a Liquidation Day, set aside and hold in trust (and, at the request of the Agent, segregate) for the Investor

(iv) during such times as amounts are required to be reinvested in accordance with the foregoing paragraph (ii) or the proviso to paragraph (iii), release to the Seller for its own account any Collections in excess of such amounts and the amounts that are required to be set aside pursuant to paragraph (i) above.

(c) The Collection Agent shall deposit into the Agent's Account, on the last day of each Settlement Period for a Receivable Interest, Collections held for the Investor that relate to such Receivable Interest pursuant to
Section 2.04(b).

(d) Upon receipt of funds deposited into the Agent's Account, the Agent shall distribute them as follows:

(i) if such distribution occurs on a day that is not a Liquidation Day, first to the Investor in payment in full of all accrued Yield and then to the Collection Agent in payment in full of all accrued Collection Agent Fee.

(ii) if such distribution occurs on a Liquidation Day, first to the Investor in payment in full of all accrued Yield, second to the Investor in reduction to zero of all Capital, third to the Investor or the Agent in payment of any other amounts owed by the Seller hereunder, and fourth to the Collection Agent in payment in full of all accrued Collection Agent Fee.

After the Capital and Yield and Collection Agent Fee with respect to a Receivable Interest, and any other amounts payable by the Seller to the Investor or the Agent hereunder, have been paid in full, all additional Collections with respect to such Receivable Interest shall be paid to the Seller for its own account.

(e) For the purposes of this Section 2.04:

(i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed merchandise or services, or any cash discount or other adjustment made by the Seller, or any setoff, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment;

(ii) if on any day any of the representations or warranties in
Section 3.01(h) is no longer true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full;

(iii) except as provided in paragraph (i) or (ii) of this
Section 2.04(e), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; and

(iv) if and to the extent the Agent or the Investor shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Agent or the Investor, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

Termination Date or the date on which all Capital of all Receivable Interests is reduced to zero.

(b) The Seller also shall pay to the Agent certain fees in the amounts and on the dates set forth in the Fee Agreement.

(b) The Seller shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller (whether as Collection Agent or otherwise) when due hereunder, at an interest rate per annum equal to 2% per annum above the Alternate Base Rate, payable on demand.

(c) All computations of interest under subsection (b) above and all computations of Yield, fees, and other amounts hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Affected Person and such Affected Person determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of or otherwise to maintain the investment in Pool Receivables or interests therein related to this Agreement or to the funding thereof and other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Agent), the Seller shall immediately pay to the Agent, for the account of such Affected Person (as a third-party beneficiary), from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments. A certificate as to such amounts submitted to the Seller and the Agent by such Affected Person shall be conclusive and binding for all purposes, absent manifest error.

(b) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements referred to in Section 2.09) in or in the interpretation of any law or regulation or (ii) compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to an Investor of agreeing to purchase or purchasing, or maintaining the ownership of Receivable Interests in respect of which Yield is computed by reference to the Eurodollar Rate, then, upon demand by such Investor (with a copy to the Agent), the Seller shall immediately pay to the Agent, for the account of such Investor (as a third-party beneficiary), from time to time as specified by such Investor, additional amounts sufficient to compensate such Investor for such increased costs, to the extent that such Investor reasonably determines such increase in costs to be allocable to such agreement to purchase such Receivable Interests. A certificate as to such amounts submitted to the Seller and the Agent by such Investor shall be conclusive and binding for all purposes, absent manifest error.

(b) The Seller shall, on the Repurchase Date for each Receivable Interest, pay to the Agent (in accordance with Section 2.06), as the repurchase price (the "Repurchase Price") thereof, an amount equal to the sum of (i) the Capital of such Receivable Interest as of such date, plus (ii) the Yield for such Receivable Interest accrued through such Repurchase Date to the extent not paid, plus (iii) the accrued Collection Agent Fee as of such Repurchase Date, plus (iv) all accrued and unpaid fees owing under the Fee Agreement as of such Repurchase Date, plus (v) all other amounts due to the Agent and each Investor hereunder. Upon the Agent's receipt of the Repurchase Price for a Receivable Interest, it shall apply such funds in accordance with clause (ii) of Section 2.04 and in payment of any amounts owing to the Agent.

(c) The Seller shall execute and deliver such further agreements, documents and instruments, and take such further action, as the Agent may reasonably request to effect the intent and purpose of this Section 2.10. Without

limiting any other provision of this Agreement, the Seller shall indemnify the Agent and each Investor for all losses, liabilities, costs and expenses
(including without limitation reasonable fees and disbursements of counsel)
which the Agent and each Investor may sustain as a result of any repurchase contemplated by this Section 2.10.

(d) Upon the Agent's receipt in full of the Repurchase Price for each Receivable Interest repurchased pursuant to paragraph (b) above, the Agent's distribution to each Investor of the portion of the Repurchase Price payable to such Investor and the reduction to zero of the Capital of each such Receivable Interest, each Investor shall reassign to the Seller such repurchased Receivable Interests, without recourse, representation or warranty of any kind, other than a representation that no lien has been created by the Investor with respect to such Receivable Interest.

(a) Certified copies of the resolutions of the Board of Directors of the Seller approving this Agreement and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.

(b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other documents to be delivered by it hereunder.

(c) Acknowledgment copies, or time stamped receipt copies, of this Agreement, duly filed as a public utility filing with the Secretary of State of the State of New Mexico, and proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership interests contemplated by this Agreement.

(d) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if any, necessary to release all security interests and

other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Seller.

(e) Completed requests for information or reports of chattel searches, dated on or before the date of such initial purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Receivables, Contracts or Related Security).

(f) A favorable opinion of Keleher & McLeod, P.A., counsel for the Seller, substantially in the form of Annex B hereto and as to such other matters as the Agent may reasonably request.

(g) The Collection Agent Agreement.

(h) The Fee Agreement.

(i) A favorable opinion of Kaye, Scholer, Fierman, Hays & Handler, counsel for the Agent, as to such matters as the Agent may reasonably request.

(a) in the case of each purchase, the Collection Agent shall have delivered to the Agent on or prior to such purchase, in form and substance satisfactory to the Agent, a completed Seller Report, dated as of the last day of the preceding calendar month, together with such additional information as may reasonably be requested by the Agent,

(b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true):

(i) The representations and warranties contained in Article III are correct on and as of the date of such purchase or reinvestment as though made on and as of such date,

(ii) No event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes an Event of Termination or that would constitute an Event of Termination but for the requirement that notice be given or time elapse or both, and

(iii) All of the Seller's long-term public senior debt securities are rated at least B by Standard & Poor's Corporation and B2 by Moody's Investors Service, Inc., and

(iv) The Agent shall not have given the Seller at least one Business Day's notice that the Investor has terminated the reinvestment of Collections in Receivable Interests, and

(c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

(a) The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of New Mexico, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified.

(b) The execution, delivery and performance by the Seller of this Agreement and the other documents to be delivered by it thereunder, including the Seller's use of the proceeds of purchases and reinvestments, (i) are within the Seller's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene (1) the Seller's charter or by-laws,
(2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction

binding on or affecting the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties, except as required by this Agreement. This Agreement has been duly executed and delivered by the Seller.

(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of this Agreement or any other document to be delivered thereunder, except such as have been obtained or made.

(d) This Agreement constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency or other similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).

(e) The consolidated balance sheet of the Seller and its sub- sidiaries as at December 31, 1992, and as at the end of the most recently completed fiscal quarter as set forth in the most recent financial statements filed with the Securities and Exchange Commission and the related consolidated statements of income and retained earnings of the Seller and its subsidiaries for the periods then ended, copies of which have been furnished to the Agent, fairly present the financial condition of the Seller and its subsidiaries as at such date and the results of the operations of the Seller and its subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied.

(f) There is no pending or threatened action or proceeding affecting the Seller or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect the ability of the Seller to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement.

(g) No proceeds of any purchase of Receivable Interests or reinvestment of Collections will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934.

(h) The Seller is the legal and beneficial owner of the Pool Receivables and Related Security free and clear of any Adverse Claim; upon each purchase or reinvestment, the Investor shall acquire a valid and perfected first priority undivided percentage interest to the extent of the pertinent Receivable Interest in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto. No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Agent relating to this Agreement. Notwithstanding any other provision of this Subsection 3.01(h) the Seller makes no representation or warranty concerning the relative priority of the security interests created by this Agreement and the Parallel Purchase Agreement.

(i) Each Seller Report (if prepared by the Seller or one of its Affiliates, or to the extent that information contained therein is supplied by the Seller or an Affiliate), item of information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller to the Agent or the Investor in connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Agent or the Investor, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(j) The principal place of business and chief executive office of the Seller and the office where the Seller keeps its records concerning the Pool Receivables are located at the address or addresses referred to in Section 4.01(b).

(k) Each purchase of a Receivable Interest and each reinvestment of Collections in Pool Receivables will constitute (i) a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended.

(l) There has been no material adverse change in the collectibility of the Receivables or the ability of the Seller to perform its obligations under this Agreement or the Collection Agent Agreement.

ARTICLE IV

COVENANTS

respect to the Pool Receivables and the Credit and Collection Policy on a scope and in a form reasonably requested by the Agent.

(i) as soon as available and in any event within 60 days after the end of the first three quarters of each fiscal year of the Seller, a consolidated balance sheet of the Seller and its subsidiaries as of the end of such quarter and a consolidated statement of income and retained earnings of the Seller and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of the Seller;

(ii) as soon as available and in any event within 120 days after the end of each fiscal year of the Seller, a copy of the annual report for such year for the Seller and its subsidiaries, containing consolidated financial statements for such year audited by Arthur Andersen & Co. or other independent public accountants acceptable to the Agent;

(iii) as soon as possible and in any event within five days after the occurrence of each Event of Termination or event which, with the giving of notice or lapse of time, or both, would constitute an Event of Termination, a statement of the chief financial officer of the Seller setting

forth details of such Event of Termination or event and the action that the Seller has taken and proposes to take with respect thereto;

(iv) promptly after the sending or filing thereof, copies of all reports that the Seller sends to any of its securityholders, and copies of all reports and registration statements that the Seller or any subsidiary files with the Securities and Exchange Commission or any national securities exchange other than reports and registration statements in connection with public offerings of securities under employee stock option, consumer stock or dividend reinvestment plans;

(v) promptly after the filing or receiving thereof, copies of all reports and notices that the Seller or any Affiliate files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that the Seller or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which the Seller or any Affiliate is or was, within the preceding five years, a contributing employer, in each case in respect of the assessment of withdrawal liability or an event or condition which could, in the aggregate, result in the imposition of liability on the Seller and/or any such Affiliate in excess of $1,000,000;

(vi) at least ten Business Days prior to any change in the Seller's name, a notice setting forth the new name and the effective date thereof; and

(vii) such other information respecting the Receivables or the condition or operations, financial or otherwise, of the Seller or any of its subsidiaries as the Agent may from time to time reasonably request.

ARTICLE V

INDEMNIFICATION

the foregoing being collectively referred to as "Indemnified Amounts") arising out of or resulting from this Agreement or the use of proceeds of purchases or reinvestments or the ownership of Receivable Interests or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (c) any income taxes incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract. Without limiting or being limited by the foregoing, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

(i) the creation of an undivided percentage interest in any Receivable which purports to be part of the Net Receivables Pool Balance but which is not at the date of the creation of such interest an Eligible Receivable or which thereafter ceases to be an Eligible Receivable;

(ii) reliance on any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement which was incorrect in any material respect when made;

(iii) the failure by the Seller to comply with any law, rule or regulation applicable to the Seller with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation;

(iv) the failure to vest in the Investor a perfected undivided percentage ownership interest, to the extent of each Receivable Interest, in the Receivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections in respect thereof, free and clear of any Adverse Claim;

(v) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect

to any Receivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections in respect thereof, whether at the time of any purchase or reinvestment or at any subsequent time;

(vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services or relating to collection activities with respect to such Receivable (if such collection activities were performed by the Seller or any of its Affiliates acting as Collection Agent). Without in any manner limiting the Seller's indemnity obligations under this Section 5.01(vi), the Seller shall be entitled, at its election, to assume the defense of, or otherwise to contest, any such dispute, claim, offset or defense. The Indemnified Party will cooperate with the Seller, at the Seller's sole cost, in any such defense or contest undertaken by the Seller. In the event the Seller assumes such defense, or undertakes such contest, the Indemnified Party shall be permitted, at its sole cost, to participate therein;

(vii) any failure of the Seller, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions hereof or of the Collection Agent Agreement or to perform its duties or obligations under the Contracts;

(viii) any products liability or other claim arising out of or in connection with services which are the subject of any Contract;

(ix) the commingling of Collections of Pool Receivables at any time with other funds; or

(x) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or reinvestments or

the ownership of Receivable Interests or in respect of any Receivable, Related Security or Contract.

ARTICLE VI

EVENTS OF TERMINATION

(a) The Collection Agent (if the Seller or any of its Affiliates) (i) shall fail in any material respect to perform or observe any term, covenant or agreement under this Agreement or under the Collection Agent Agreement (other than as referred to in clause (ii) of this paragraph (a)) and such failure shall remain unremedied for three Business Days or (ii) shall fail to make when due any payment or deposit to be made by it under this Agreement or the Collection Agent Agreement; or

(b) The Seller shall fail (i) to transfer to the Agent when requested any rights, pursuant to this Agreement or the Collection Agent Agreement, which the Seller then has as Collection Agent, or (ii) to make any payment required under Section 2.04; or

(c) Any representation or warranty made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement or any information or report delivered by the Seller pursuant to this Agreement shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; or

(d) The Seller shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and any such failure shall remain unremedied for ten days after written notice thereof shall have been given to the Seller by the Agent; or

(e) The Seller or any of its Significant Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt which is outstanding in a principal amount of at least $5,000,000 in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating

to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or

(f) Any purchase or any reinvestment pursuant to this Agreement shall for any reason (other than pursuant to the terms hereof) cease to create, or any Receivable Interest shall for any reason cease to be, a valid and perfected first priority undivided percentage interest to the extent of the pertinent Receivable Interest in each applicable Pool Receivable and the Related Security and Collections with respect thereto; or

(g) The Seller or any of its Significant Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller or any of its Significant Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller or any of its Significant Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this paragraph (g); or

(h) As of the last day of any calendar month, either the Default Ratio shall exceed 2% or the Delinquency Ratio shall exceed 5% or the Loss-to- Liquidation Ratio shall exceed 1.5%; or

(i) The sum of the Receivable Interests plus the "Receivable Interests" under the Parallel Purchase Commitment shall for a period of five consecutive Business Days be greater than 100%; or

(j) There shall have occurred any event which may materially adversely affect the collectibility of the Receivables Pool or the ability of the Seller to collect Pool Receivables or otherwise perform its obligations under this Agreement or the Collection Agent Agreement;

ARTICLE VII

MISCELLANEOUS

(b) This Agreement and the rights and obligations of the Agent herein shall be assignable by the Agent and its successors and assigns.

(c) The Seller may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Agent.

(b) In addition, the Seller shall pay (i) any and all commissions of placement agents and commercial paper dealers in respect of commercial paper notes issued to fund the purchase or maintenance of any Receivable Interest,

any and all costs and expenses of any issuing and paying agent or other Person responsible for the administration of CRC's commercial paper program in connection with the preparation, completion, issuance, delivery or payment of commercial paper notes issued to fund the purchase or maintenance of any Receivable Interest, and (iii) any and all stamp and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agree-ment or the other documents or agreements to be delivered hereunder, and agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

tiality in form and substance reasonably satisfactory to the Agent, and (ii) the Seller's legal counsel and auditors if they agree (which they may do orally) to hold it confidential.

(b) The Agent and the Investor agree to maintain the confidentiality of any information each receives from the Seller, its agents, affiliates or representatives in connection with this Agreement or any audit or otherwise (the "Confidential Information"); provided, however, that each may, in connection with an assignment or participation, disclose to the assignee or participant any information relating to the Seller, including the Receivables, furnished to such assignor by or on behalf of the Seller or by the Agent; provided that, prior to any such disclosure, the assignee or participant agrees to preserve the confidentiality of any Confidential Information in a form reasonably satisfactory to the Seller; and provided further that there shall be no obligation of confidentiality in respect of any Confidential Information which may be generally available to the public.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SELLER:                             PUBLIC SERVICE COMPANY OF
                                      NEW MEXICO

                                    By  /s/ M. J. Marzec
                                       ------------------------------
                                      Title: Treasurer

                                    Alvarado Square
                                    Albuquerque, NM  87158
                                    Attn:  Treasurer
                                    Facsimile No:  505-848-2369

INVESTOR:                           CORPORATE RECEIVABLES CORPORATION

                                     By:  Citicorp North America,
                                          Inc., as Attorney-in-Fact

                                       By
                                          --------------------------
                                         Vice President

                                    450 Mamaroneck Avenue
                                    Harrison, NY  10528
                                    Attention:  Corporate Asset Funding
                                    Facsimile No. 914-899-7890

AGENT:                              CITICORP NORTH AMERICA, INC.,
                                      as Agent

                                    By
                                       ----------------------------
                                      Vice President

                                    450 Mamaroneck Avenue
                                    Harrison, NY  10528
                                    Attention:  Corporate Asset Funding
                                    Facsimile No. 914-899-7890

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SELLER:                             PUBLIC SERVICE COMPANY OF
                                      NEW MEXICO

                                    By
                                       ------------------------------
                                      Title: Treasurer

                                    Alvarado Square
                                    Albuquerque, NM  87158
                                    Attn:  Treasurer
                                    Facsimile No:  505-848-2369

INVESTOR:                           CORPORATE RECEIVABLES CORPORATION

                                     By:  Citicorp North America,
                                          Inc., as Attorney-in-Fact

                                       By  /s/ Paul T. Pureka
                                          --------------------------
                                         Vice President

                                    450 Mamaroneck Avenue
                                    Harrison, NY  10528
                                    Attention:  Corporate Asset Funding
                                    Facsimile No. 914-899-7890

AGENT:                              CITICORP NORTH AMERICA, INC.,
                                      as Agent

                                    By  /s/ Paul T. Pureka
                                       ----------------------------
                                      Vice President

                                    450 Mamaroneck Avenue
                                    Harrison, NY  10528
                                    Attention:  Corporate Asset Funding
                                    Facsimile No. 914-899-7890

STATE OF NEW MEXICO )

) SS.

COUNTY OF BERNALILLO )

This instrument was acknowledged before me on December 16, 1993 by M.J. Marzec (name of officer), Treasurer (title of officer) of PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico corporation.

                                          /s/ Terri L. Winsley
                                          --------------------------
                                          Notary Public


My Commission Expires:

2/14/94

STATE OF NEW YORK )
) SS.
COUNTY OF NEW YORK )

This instrument was acknowledged before me on December 16, 1993 by Paul T. Pureka (name of officer), Vice President (title of officer) of CITICORP NORTH AMERICA, INC., a Delaware corporation.

/s/ Renee E. Ring
--------------------------
Notary Public

My Commission Expires:
Renee E. Ring
Notary Public, State of New York
No. 02-R14985071
Qualified in New York County
Commission Expires 8/12/95

AGREEMENT OF THE COMPANY

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Company hereby agrees to provide to the Securities and Exchange Commission, upon request, a copy of any instrument referred to in subsection (A) thereof.

PUBLIC SERVICE COMPANY OF NEW MEXICO

Albuquerque, New Mexico

EXHIBIT 10.57

U.S. $100,000,000

REVOLVING CREDIT AGREEMENT

Dated as of December 14, 1993

Among

PUBLIC SERVICE COMPANY OF NEW MEXICO

and

THE BANKS NAMED HEREIN

and

CHEMICAL BANK

and

CITIBANK, N.A.

Section                                                 Page
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                      ARTICLE I
          DEFINITIONS AND ACCOUNTING TERMS

  1.01      Certain Defined Terms....................    1
  1.02      Computation of Time Periods..............   16
  1.03      Accounting Terms.........................   16


                     ARTICLE II
          AMOUNTS AND TERMS OF THE ADVANCES

  2.01      The Advances.............................   16
  2.02      Making the Advances......................   17
  2.03      Fees.....................................   19
  2.04      Reduction of the Commitments.............   20
  2.05      Repayment................................   20
  2.06      Interest.................................   20
  2.07      Additional Interest on Eurodollar Rate
              Advances...............................   22
  2.08      Interest Rate Determination and
              Protection.............................   22
  2.09      Rollover and Conversion of Advances......   24
  2.10      Prepayments..............................   25
  2.11      Increased Costs..........................   26
  2.12      Illegality...............................   27
  2.13      Payments and Computations................   27
  2.14      Taxes....................................   29
  2.15      Sharing of Payments, Etc. ...............   31
  2.16      Use of Proceeds..........................   32


                     ARTICLE III
       CONDITIONS TO EFFECTIVENESS AND LENDING

  3.01      Conditions Precedent to Effectiveness....   32
  3.02      Conditions Precedent to Initial
              Borrowing..............................   34
  3.03      Conditions Precedent to Each
              Borrowing and to Rollover
              of Advances.............................  34
  3.04      Determination Under Section 3.01,
              3.02, or 3.03...........................  35

Section                                                 Page
-------                                                 ----
                     ARTICLE IV
           REPRESENTATIONS AND WARRANTIES
  4.01      Representations and Warranties of the
              Borrower...............................   35


                      ARTICLE V
              COVENANTS OF THE BORROWER

  5.01      Affirmative Covenants...................    41
  5.02      Negative Covenants......................    48


                     ARTICLE VI
                  EVENTS OF DEFAULT

  6.01      Events of Default.......................    53


                     ARTICLE VII
                     THE AGENTS

  7.01      Authorization and Action................    56
  7.02      Agents' Reliance, Etc. .................    57
  7.03      Chemical and Citibank and
              their Affiliates......................    57
  7.04      Lender Credit Decision..................    58
  7.05      Indemnification.........................    58
  7.06      Successor Agents........................    59
  7.07      Exchange of Pledged Debt................    59


                    ARTICLE VIII
                    MISCELLANEOUS

  8.01      Amendments, Etc. .......................    61
  8.02      Notices, Etc. ..........................    62
  8.03      No Waiver; Remedies.....................    62
  8.04      Costs, Expenses and Taxes...............    62
  8.05      Right of Set-off........................    63
  8.06      Binding Effect..........................    64
  8.07      Assignments and Participations..........    64
  8.08      Governing Law...........................    67
  8.09      Execution in Counterparts...............    67

Schedule II  -  Subsidiaries

Schedule III -  Electric Franchises

Schedule IV  -  ERISA Plans

Schedule V   -  Material Environmental Law Liability

Schedule VI  -  Material Leases

Schedule IX  -  Alternative Independent Accountants

Exhibit A    -  Promissory Note

Exhibit B    -  Notice of Borrowing/Rollover

Exhibit C    -  Assignment and Acceptance

Exhibit D    -  Form of Pledge Agreement

Exhibit E-1  -  Form of Supplemental Indenture for First
                Mortgage Bonds, Series A

Exhibit E-2  -  Form of Supplemental Indenture for First
                Mortgage Bonds, Series B

Exhibit F    -  Form of Opinion of Counsel for the Borrower

Exhibit G    -  Form of Opinion of Counsel for the Agents

Exhibit H    -  Form of Independent Accountants' Certificate

REVOLVING CREDIT AGREEMENT

Dated as of December 14, 1993

PRELIMINARY STATEMENT:

The Borrower has requested, and the Banks have agreed, to enter into this Agreement in order to provide financing for a period of eighteen months on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants and agreements contained herein, the Borrower, the Banks and the Co-Agents do hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

(a) the rate per annum obtained by dividing (i) the rate of interest determined by the Administrative Agent to be the average (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the consensus bid rate determined by each of the Reference Banks for the bid rates per annum, at

10:00 A.M. (New York City time) (or as soon thereafter as practicable) on the first day of such Interest Period, of New York certificate of deposit dealers of recognized standing selected by such Reference Bank for the purchase at face value of certificates of deposit of such Reference Bank in an amount substantially equal to such Reference Bank's Adjusted CD Rate Advance comprising part of such Borrowing and with a maturity equal to such Interest Period, by (ii) a percentage equal to 100% minus the Adjusted CD Rate Reserve Percentage (as defined below) for such Interest Period, plus

(b) the Assessment Rate (as defined below) for such Interest Period.

(a) the rate of interest announced publicly by Chemical in New York, New York, from time to time, as Chemical's base rate; or

(b) 1/2 of one percent per annum above the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average being determined weekly on each Monday (or, if any such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the previous Friday by Chemical on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of

quotations for such rates received by Chemical from three New York certificate of deposit dealers of recognized standing selected by Chemical, in either case adjusted to the nearest 1/4 of one percent or, if there is no nearest 1/4 of one percent, to the next higher 1/4 of one percent; or

(c) for any day 1/2 of one percent per annum above the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Chemical from three Federal funds brokers of recognized standing selected by it.

also involves the conversion of Advances of one Type into Advances of another Type.

office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

materials listed in 49 C.F.R. (S) 172.101, materials defined
as hazardous pursuant to Section 101(14) of the
Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, flammable, explosive or
radioactive materials, hazardous or toxic wastes or
substances, petroleum or petroleum distillates, PCB's or
asbestos-containing materials.

respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses
(i) through (vi) above.

(i) the Borrower may not select any Interest Period that ends after the Termination Date;

(ii) Interest Periods commencing on the same date for Advances comprising part of the same Borrowing shall be of the same duration; and

Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

line, and related facilities, known as the Eastern Interconnection Project, including, without limitation, any lease set forth on Schedule VI hereto.

Pledged Debt, in each case to reflect the new maturity date of such instruments, in exchange for the existing Notes and instruments evidencing the Pledged Debt, and (v) the Borrower shall have delivered such other documents as each Lender shall request.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

(b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Adjusted CD Rate Advances or Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(c) Unless the Administrative Agent shall have received notice from a Lender that such Lender will not make available to the Administrative Agent such Lender's ratable portion of a Borrowing, if such Borrowing consists of (i) Base Rate Advances, before 2:00 P.M. (New York City time) on the date of such Borrowing or (ii) Adjusted CD Rate Advances or Eurodollar Rate Advances, prior to the date of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this
Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and

to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance as part of such Borrowing for purposes of this Agreement.

(d) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

and the Borrower at the times specified therein for payment of such fees, and (ii) such other fees as may from time to time be agreed among the Borrower and the Co-Agents.

(A) if the Bond Ratings by both Moody's and S&P are Baa2 and BBB, respectively, or higher, 0%,

(B) if clause (A) above is not applicable, and if the Bond Ratings by both Moody's and S&P are Ba1 and BB+, respectively, or higher, 1/8 of 1%,

(C) if neither clause (A) nor clause (B) above is applicable, and if the Bond ratings by both

Moody's and S&P are Ba2 and BB, respectively, or higher, 5/8 of 1%, and

(D) in all other cases, 1%,

in each case payable on the last day of such Interest Period.

(A) if the Bond Ratings by both Moody's and S&P are Baa2 and BBB, respectively, or higher, 7/8 of 1%,

(B) if clause (A) above is not applicable and if the Bond Ratings by both Moody's and S&P are Ba1 and BB+, respectively, or higher, 1 and 1/8%,

(C) if neither clause (A) nor clause (B) above is applicable, and if the Bond Ratings by both Moody's and S&P are Ba2 and BB, respectively, or higher, 1 and 5/8%, and

(D) in all other cases, 2 and 1/8%,

in each case payable on the last day of such Interest Period;

(A) if the Bond Ratings by both Moody's and S&P are Baa2 and BBB, respectively, or higher, 3/4 of 1%,

(B) if clause (A) hereof is not applicable and if the Bond Ratings by both Moody's and S&P are Ba1 and BB+, respectively, or higher, 1%,

(C) if neither clause (A) nor clause (B) hereof is applicable, and if the Bond Ratings by both Moody's and S&P are Ba2 and BB, respectively, or higher, 1 and 1/2%, and

(D) in all other cases, 2%,

in each case payable on the last day of such Interest Period.

(b) Upon the occurrence and during the continuance of any Event of Default, the Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender and on the unpaid amount of all interest, fees and other amounts payable hereunder that is not paid when due, payable in arrears on the dates referred to in clauses (a)(i) through
(iii) above and on demand, at the rate per annum equal at all times to 1% above the rate per annum otherwise required to be paid on such Advance pursuant to clauses (a)(i) through (iii) above or, in the case of such other amounts, 1% above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above.

(b) The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 2.06(a) and (b).

(c) If neither Reference Bank furnishes timely information to the Administrative Agent for determining the Adjusted CD Rate for any Adjusted CD Rate Advances, or the Eurodollar Rate for any Eurodollar Rate Advances,

(i) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Adjusted CD Rate Advances or Eurodollar Rate Advances, as the case may be,

(ii) the obligation of the Lenders to make, or to Roll Over Advances into, Adjusted CD Rate Advances or Eurodollar Rate Advances, as the case may be, shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and

(iii) any request for a Borrowing consisting of, or for a Rollover of Advances into, Adjusted CD Rate Advances or Eurodollar Rate Advances, as the case may be, shall be deemed a request for a Borrowing consisting of, or a Rollover of Advances into, Base Rate Advances having the same Interest Period as such requested Borrowing or Rollover.

(d) If, with respect to any Eurodollar Rate Advances, the Majority Lenders notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurodollar Rate Advances for such Interest Period,

(i) the Administrative Agent shall forthwith so notify the Borrower and the Lenders,

(ii) the obligation of the Lenders to make, or to Roll Over Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and

(iii) any request for a Borrowing consisting of, or a Rollover of Advances into, Eurodollar Rate Advances shall be deemed a request for a Borrowing consisting of, or a

Rollover of Advances into, Base Rate Advances having the same Interest Period as such requested Borrowing or Rollover.

Eurodollar Rate Advances, by 12:00 noon (New York City time) on the Rollover Date, or (ii) if such Rollover is into Base Rate Advances, by 2:00 P.M. (New York City time) on the Rollover Date), a Rollover of such Advances shall occur as set forth in the Notice of Rollover for such Advances. The Administrative Agent shall forthwith notify the Borrower and the Lenders if such applicable conditions have not been fulfilled and the Rollover shall therefore not occur.

(b) Each Notice of Rollover shall be irrevocable and binding on the Borrower. In the case of any proposed Rollover into Adjusted CD Rate Advances or Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the Rollover Date for such Rollover, the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation of or reemployment of deposits or other funds acquired by such Lender in connection with the Rollover of the Advance made by such Lender when such Advance, as a result of such failure, is not Rolled Over on the Rollover Date.

amount equal to the amount of such excess, together with accrued interest to the date of such prepayment on the principal amount prepaid and all amounts then owing under
Section 8.04(b) of this Agreement in respect of such prepayment.

(ii) If, on the last day of the Interest Period for any Advance, any portion of such Advance shall not be Rolled Over pursuant to Section 2.09 of this Agreement, the Borrower shall immediately prepay the portion of such Advance not so Rolled Over.

(iii) The Borrower shall prepay Advances, together with interest accrued thereon and any amounts then owing under
Section 8.04(b) of this Agreement in respect of any such prepayment, as required by Section 2.12 of this Agreement.

(b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the

existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

payable pursuant to Section 2.02(b), 2.07, 2.11, 2.14 or 8.04(b)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b) All computations of interest based on the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Adjusted CD Rate, the Eurodollar Rate or the Federal Funds Rate and of commitment fees shall be made by the Administrative Agent, and all computations of interest pursuant to Section 2.07 shall be made by a Lender, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or commitment fees are payable. Each determination by the Administrative Agent (or, in the case of Section 2.07, by a Lender) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to 11:00 A.M. (New York City time) on the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative

Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

(c) The Borrower will indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.14) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. The Administrative Agent and the Lenders each agree to pay to the Borrower promptly upon receipt thereof an amount equal to the amount of any refund received by the Administrative Agent or such Lender, as the case may be, with respect to Taxes or Other Taxes paid by the Borrower.

(d) Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Administrative Agent, at its address referred to in Section 8.02, the original or a certified copy of a receipt evidencing payment thereof. If no Taxes are payable in respect of any payment hereunder or under the Notes, the Borrower will, upon request by any Lender through the Administrative Agent, furnish to the Administrative Agent, at such address, a certificate from each appropriate taxing authority, or an opinion of counsel acceptable to the Administrative Agent, in either case stating that such payment is exempt from or not subject to Taxes.

(e) Each Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of each Bank and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter if requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower with Internal Revenue Service form 1001 or 4224, as appropriate, or any successor form prescribed by the Internal Revenue Service, certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States interest withholding tax rate in

excess of zero, withholding tax at such rate shall be considered excluded from "Taxes" as defined in Section 2.14(a).

(g) Notwithstanding any contrary provisions of this Agreement, in the event that a Lender that originally provided such form as may be required under Section 2.14(e) thereafter ceases to qualify for complete exemption from United States withholding tax, such Lender shall have the right to assign all of its rights and obligations under this Agreement to any Eligible Assignee in accordance with Section 8.07(a), provided that the rate of United States withholding tax applicable to such Eligible Assignee shall not exceed the rate then applicable to the assignor.

(h) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.14 shall survive the payment in full of principal and interest hereunder and under the Notes.

together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this
Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

ARTICLE III

CONDITIONS TO EFFECTIVENESS AND LENDING

(a) The Co-Agents shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Lenders and (except for the Notes and the Pledged Debt) in sufficient copies for each Lender:

(i) The Notes to the order of the Lenders, respectively.

(A) instruments evidencing the Pledged Debt referred to in the Pledge Agreement, and

(B) evidence that all other actions necessary or, in the opinion of the Lenders, desirable to perfect and protect the security interests created by the Pledge Agreement have been taken.

(v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign each Loan Document and the other documents to be delivered hereunder.

(vi) A favorable opinion of Keleher & McLeod, P.A., counsel for the Borrower, substantially in the form of Exhibit F hereto.

(vii) A favorable opinion of Shearman & Sterling, counsel for the Agents, substantially in the form of Exhibit G hereto.

(b) The Borrower shall have paid all fees and expenses of the Agents and the Lenders, including the accrued fees and expenses of counsel to the Agents payable on or before the Effective Date.

(c) On the Effective Date, the Bond Ratings by Moody's and S&P shall be at least Ba2 and BB+, respectively.

(i) The representations and warranties contained in
Section 4.01 of this Agreement and in Section 4 of the Pledge Agreement are correct on and as of the date of such Borrowing or Rollover, before and after giving effect to such Borrowing or Rollover and to the application of the proceeds therefrom, as though made on and as of such date,

and

(ii) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default;

and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

(a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of New Mexico, (ii) is duly qualified and in good standing as a foreign corporation

in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, and (iii) has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. All of the outstanding capital stock of the Borrower has been validly issued and is fully paid and non-assessable.

(b) Set forth on Schedule II hereto (and on any supplement thereto delivered in writing to the Agents after the date hereof that is necessary to reflect changes in ownership of Designated Subsidiaries permitted pursuant to
Section 5.02(c)(iii) hereof) is a complete and accurate list of all direct Subsidiaries of the Borrower showing (as to each such direct Subsidiary) the jurisdiction of its incorporation, the number of shares of each class of capital stock authorized, and the number outstanding, on the date hereof and the percentage of the outstanding shares of each such class owned (directly or indirectly) by the Borrower, and the number of shares covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding capital stock of all Designated Subsidiaries of the Borrower has been validly issued, is fully paid and non-assessable and is owned by the Borrower free and clear of all Liens. Each Designated Subsidiary of the Borrower
(i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified and in good standing as a foreign corporation in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed and
(iii) has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted.

(c) The execution, delivery and performance by the Borrower of this Agreement, the Notes and each other Loan Document, and the consummation of the transactions contemplated hereby, are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the Borrower's charter or by-laws, (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934 and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970), rule, regulation (including, without

limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture (including, without limitation, the FMB Indenture), mortgage, deed of trust, lease or other instrument binding on or affecting the Borrower, any of its Designated Subsidiaries or any of their properties or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Borrower or any of its Designated Subsidiaries, except as permitted by Section 5.02(a)(i). Neither the Borrower nor any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument, the violation or breach of which could have a material adverse effect on the condition (financial or otherwise), results of operations, assets, business or prospects of the Borrower and its Subsidiaries on a Consolidated basis.

(d) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party (except any authorization or approval obtained prior to the date hereof) is required for the due execution, delivery and performance by the Borrower of this Agreement, the Notes, or any other Loan Document, or for the consummation of the transactions contemplated hereby, except for the short-term financing plans permitting the Borrowings under this Agreement, the most recent copy of which is in effect, has been approved in writing by the Executive Director of the PUC and has been delivered to the Co-Agents.

(e) This Agreement has been, and each of the Notes and each other Loan Document when delivered hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes and each other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

(f) The Consolidated financial statements of the Borrower and its Subsidiaries, including the Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 1992 and the related Consolidated statements

of earnings (loss) and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of Independent Accountants, copies of which have been furnished to each Lender, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at such date and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. The Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 1993, and the related Consolidated statements of earnings (loss) and cash flows for the nine months ending on such date, copies of which have been furnished to each Lender, are, subject to audit adjustment, fairly stated on a consistent basis. Since December 31, 1992, there has been no material adverse change in the condition (financial or otherwise), results of operations, assets, business or prospects of the Borrower and its Designated Subsidiaries, except as disclosed in the Borrower's 1992 Form 10-K, Forms 10-Q for the three months ending on March 31, 1993, June 30, 1993 and September 30, 1993, respectively, and Forms 8-K delivered to the Co-Agents prior to October 1, 1993.

(g) The Consolidated balance sheet and related statement of income and cash flow of the Borrower and its Subsidiaries most recently delivered pursuant to Section 5.01(i)(iii) of this Agreement and the accompanying opinion of Independent Accountants delivered together therewith, fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as at the date of such balance sheet and the Consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP.

(h) No information, exhibit or report furnished by the Borrower to either Co-Agent or to any Lender in connection with the syndication efforts of the Co-Agents, the negotiation of the Original Credit Agreement or the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading.

(i) There is no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Designated Subsidiaries pending or threatened before any court, governmental agency or arbitrator that is

(j) There is no action, suit, investigation, litigation or proceeding affecting the Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document or the FMB Indenture, or the consummation of the transactions contemplated hereby.

(k) No proceeds of any Advance will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934.

(l) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(m) Schedule III contains a list of (i) all electric franchises of the Borrower in effect as of the date of the initial Borrowing, (ii) expiration dates for each such franchise, and (iii) the percentage of revenues of all electric utility operations of the Borrower derived from each operating unit with respect to such franchises for the October 1993 billing period. Schedule III also contains similar information with respect to the electric franchise for the City of Albuquerque, which has expired.

(n) On and after delivery hereunder, the Pledge Agreement and the pledge of the Pledged Debt to the Collateral Agent pursuant thereto will create a valid and

perfected first priority security interest in the Pledged Debt securing the payment of the Secured Obligations (as defined in the Pledge Agreement).

(o) Set forth on Schedule IV hereto is a complete and accurate list of all Plans, Multiemployer Plans and Welfare Plans with respect to any employees of the Borrower or any of its Designated Subsidiaries as of the date hereof.

(p) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan of the Borrower.

(q) Schedule B (Actuarial Information) to the 1992 annual report (Form 5500 Series) for each Plan of the Borrower, copies of which have been filed with the Internal Revenue Service, is complete and accurate and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no material adverse change in such funding status.

(r) Neither the Borrower nor any of its ERISA Affiliates has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan.

(s) Neither the Borrower nor any of its ERISA Affiliates has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no Multiemployer Plan of the Borrower is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA.

(t) No Prohibited Transaction has occurred that has resulted in or is reasonably likely to result in a material liability of the Borrower.

(u) The operations and properties of the Borrower and each of its Designated Subsidiaries comply in all material respects with all Environmental Laws and neither utilize nor contain nor are affected by any Hazardous Materials that are not treated in compliance with all Environmental Laws, and on the date hereof, neither the Borrower nor any of its Designated Subsidiaries has any material liability, contingent or otherwise, under any Environmental Law, except as set forth on Schedule V.

(v) The Borrower and each of its Designated Subsidiaries has filed, has caused to be filed or has been included in all tax returns (federal, state, local and foreign) required to be filed and has paid all taxes shown thereon to be due, together with applicable interest and penalties.

(w) Set forth on Schedule VI hereto is a complete and accurate list of the Material Leases on the date hereof, showing the expiration date and annual rental cost thereof. The Borrower is entitled to exercise all of the rights of lessee purported to be granted to the Borrower under each such Material Lease.

(x) Set forth on Schedule VII hereto is a complete and accurate list of all Indebtedness (other than Material Leases and intercompany Indebtedness that would be eliminated in preparing the Consolidated financial statements of the Borrower and its Subsidiaries) of the Borrower and any of its Designated Subsidiaries, showing as of October 31, 1993 the principal amount outstanding, obligor, obligee and maturity date thereof, and from October 31, 1993 through the date hereof there has been no increase or material decrease in the principal amount outstanding of such Indebtedness.

(z) Schedule VIII hereto, as most recently provided to the Administrative Agent, sets forth the same (i) amounts with respect to the interest portion of payments under the Material Leases and (ii) discount rate used to calculate the net present value of all amounts payable under the Material Leases as have been most recently provided (or that the Borrower intends to provide shortly) to Moody's and S&P or as have otherwise been agreed to by the Majority Lenders.

(aa) No more than 5% of the reported value of the assets of the Borrower and its Consolidated Subsidiaries taken as a whole is owned by any Person other than the Borrower or any Designated Subsidiary.

ARTICLE V

COVENANTS OF THE BORROWER

Commitment hereunder, the Borrower will, unless the Majority Lenders shall otherwise consent in writing:

the Majority Lenders by Section 5.02(b) of this Agreement; and (ii) all approvals, authorizations, licenses, franchises and other permissions of all governmental, judicial, regulatory, and other agencies necessary to enable each of the Borrower and its Designated Subsidiaries to operate and maintain its property, business and operations in the same condition as in effect or carried on, as the case may be, on the date hereof or as such property, business and operations may hereafter be maintained or carried on in accordance with the Loan Documents, if the failure to so maintain and preserve any such approval, authorization, license, franchise or other permission would be reasonably likely to result in a material adverse change in the condition (financial or otherwise), results of operations, assets, business or prospects of the Borrower and its Designated Subsidiaries on a Consolidated basis.

Section 5.01(h), the calculation of Consolidated Total Capitalization shall include an amount not exceeding the difference between (i) the lesser of (x) the before tax amount of any non-cash write-offs occurring during 1993 and 1994 resulting from the Borrower's restructuring efforts as described in the Borrower's Form 8-K dated as of January 26, 1993 and the Borrower's Form 10-K for the fiscal year ended December 31, 1992 and (y) $200,000,000 and (ii) the tax benefit to the Borrower of such write-offs.

(i) as soon as possible and in any event within five days after the occurrence of each Default continuing on the date of such statement, a statement of the chief financial officer of the Borrower setting forth details of such Default and the action that the Borrower has taken and proposes to take with respect thereto;

(ii) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, the Consolidated financial statements of the Borrower and its Subsidiaries for such fiscal quarter, including the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter and the related Consolidated statements of earnings (loss) and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief accounting officer of the Borrower as having been prepared in accordance with GAAP, together with (A) a certificate of the chief financial officer of the Borrower stating that no Default has occurred and is continuing or, if any such Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (B) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Sections 5.01(h), 5.02(a), 5.02(c), 5.02(d) and 5.02(i);

(iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein the Consolidated financial statements of the Borrower and its Subsidiaries for such fiscal year, including the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related Consolidated statements of earnings (loss) and cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case accompanied by an opinion acceptable to the Majority Lenders of Independent Accountants, together with (A) a certificate of such accounting firm in substantially the form of Exhibit H (with the schedules referred to therein attached thereto) and (B) a certificate of the chief financial officer of the Borrower stating that no Default has occurred and is continuing or, if any such Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto;

(iv) promptly and in any event within 10 Business Days after the Borrower or any of its ERISA Affiliates knows or has reason to know that any ERISA Event has occurred, a statement of the chief financial officer of the Borrower describing such ERISA Event and the action, if any, that the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto;

(v) promptly and in any event within five Business Days after receipt thereof by the Borrower or any of its ERISA Affiliates, copies of each notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan;

(vi) promptly and in any event within 30 days after the filing thereof with the Internal Revenue Service, copies of each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan of the Borrower;

(vii) promptly and in any event within five Business Days after receipt thereof by the Borrower or any of its ERISA Affiliates from the sponsor of a Multiemployer Plan, copies of each notice received by the Borrower or any of its ERISA Affiliates

concerning (A) the imposition of Withdrawal Liability by any Multiemployer Plan, (B) the reorganization or termination, within the meaning of Title IV of ERISA, of any Multiemployer Plan or (C) the amount of liability incurred, or that may be incurred, by the Borrower or any of its ERISA Affiliates in connection with any event described in clause (A) or (B);

(viii) promptly and in any event within 10 Business Days after the Borrower or any of its ERISA Affiliates knows or has reason to know that any Prohibited Transaction that is reasonably likely to result in a material liability of the Borrower has occurred, a statement of the chief financial officer of the Borrower describing such Prohibited Transaction and the action, if any, that the Borrower or such ERISA Affiliate has taken and proposes to take with respect thereto;

(ix) promptly after the commencement thereof, notice of all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Borrower or any of its Subsidiaries of the type described in Section 4.01(i) or (j);

(x) promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports that the Borrower sends to its stockholders, and copies of all regular, periodic and special reports, and all registration statements, that the Borrower files with the Securities and Exchange Commission or any governmental authority that may be substituted therefor, or with any national securities exchange;

(xi) promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of the securities of the Borrower or of any of its Designated Subsidiaries (A) pursuant to the terms of the FMB Indenture, or (B) with respect to any pending or potential non-compliance with the terms of any other indenture, loan or credit or similar agreement, and not otherwise required to be furnished to the Lenders pursuant to any other clause of this
Section 5.01(i);

(xii) promptly upon receipt thereof, copies of all notices, requests and other documents received by the Borrower or any of its Designated Subsidiaries under or pursuant to the FMB Indenture with respect to any pending or potential non-compliance with the terms thereof, and, from time to time upon request by the Administrative Agent, such information and reports regarding the FMB Indenture as the Administrative Agent may reasonably request;

(xiii) promptly, and in any event within five Business Days after any change in the information regarding Material Leases of the type contained on Schedule VIII furnished by the Borrower to Moody's or S&P, notice of such change; and

(xiv) such other information respecting the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or any of its Designated Subsidiaries as any Lender may from time to time reasonably request.

(i) Liens created by the Loan Documents;

(ii) Permitted Liens;

secured by such Liens shall not exceed $1,000,000,000;

(v) Liens on utility regulatory assets related to PUC 2183 Amounts;

(vi) Liens on accounts receivable and signing and filing of related financing statements under the Uniform Commercial Code of the applicable jurisdictions;

(vii) Liens on demand, energy or wheeling revenues, or on capacity reservation or option fees, payable to the Borrower with respect to any wholesale electric service or transmission agreements and Liens on capacity reservation or option fees payable to the Borrower with respect to asset sales permitted herein;

(viii) Liens securing obligations owed by any Designated Subsidiary to the Borrower;

(ix) Liens with respect to leases between the Borrower and any Designated Subsidiary;

(x) other Liens not covered in clauses (i) through (ix) above securing Indebtedness in an aggregate amount not to exceed $10,000,000; and

(xi) signing and filing financing statements under the Uniform Commercial Code of the applicable jurisdictions and the creation of Liens in connection with the refinancing of existing Indebtedness.

(i) Investments by the Borrower, Sunterra Gas Processing and Sunterra Gas Gathering held on the date hereof or made pursuant to one or more binding contracts in effect on the date hereof in any of their respective Subsidiaries;

(ii) Investments held by any Designated Subsidiary on the date it becomes a Designated Subsidiary;

(iii) So long as each of Sunterra Gas Processing and Sunterra Gas Gathering remains a Designated Subsidiary, Investments by the Borrower in such Designated Subsidiary and Investments by such Designated Subsidiary in the Borrower;

no loan or advance shall in any event be made pursuant to this clause (iv) either (A) to any Subsidiary of the Borrower other than Sunterra Gas Processing or Sunterra Gas Gathering or (B) to Sunterra Gas Processing or Sunterra Gas Gathering after such Person shall cease to be a Designated Subsidiary;

(v) Investments by the Borrower and its Designated Subsidiaries in Cash Equivalents;

(vii) Guarantees or similar agreements by the Borrower for the benefit of a municipality or other governmental agency or the bondholders or trustee therefor made in respect of tax exempt financing and associated with financing of the Borrower's utility properties.

ARTICLE VI

EVENTS OF DEFAULT

(a) The Borrower shall fail to pay (i) any principal of any Advance when the same becomes due and payable (including, without limitation, in connection with any mandatory prepayment) or (ii) interest on any Advance or any other amount under any Loan Document for five days after such interest or other amount has become due and payable; or

(b) Any representation or warranty made by the Borrower (or any of its officers) under or in connection with any Loan Document shall prove to have been incorrect in any material respect when made; or

(c) The Borrower shall fail to perform or observe
(i) any term, covenant or agreement contained in Section 5.01(h), 5.01(i)(i) or 5.02, or (ii) any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for 10 days after written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender; or

(d) The Borrower or any of its Designated Subsidiaries shall fail to pay any principal of or premium or interest or other amounts on any (i) First Mortgage Bond or (ii) any other Indebtedness outstanding in a principal amount of at least $5,000,000 in the aggregate (but excluding Indebtedness outstanding hereunder) of the Borrower or such Designated Subsidiary (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in such First Mortgage Bond, the FMB Indenture, or any agreement or instrument relating to such First Mortgage Bond or any such other Indebtedness; or any other event shall occur or condition shall exist under such First Mortgage Bond, the FMB Indenture, or any agreement or instrument relating to such other Indebtedness and shall continue after the applicable

grace period, if any, specified therein, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such First Mortgage Bond or such other Indebtedness; or such First Mortgage Bond or any such other Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to prepay, redeem, purchase or defease such First Mortgage Bond or such other Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or

(e) The Borrower or any of its Designated Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower or any of its Designated Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 30 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Borrower or any of its Designated Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this subsection (e); or

(f) Any judgment or order for the payment of money shall be rendered against the Borrower or any of its Designated Subsidiaries (i) in excess of $20,000,000 or
(ii) which, when added to all other such judgments or orders rendered on or after the date hereof, exceeds $40,000,000 in the aggregate, and either (A) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (B) there shall be any period of 30 consecutive days during which such judgment or order shall not have been satisfied and a stay of

enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(g) Any provision of the Pledge Agreement after delivery thereof pursuant to Section 3.01 shall for any reason cease to be valid and binding on the Borrower, or the Borrower shall so state in writing; or

(h) The Pledge Agreement after delivery thereof pursuant to Section 3.01 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority security interest in any of the collateral purported to be covered thereby, or the Borrower shall so state in writing; or

(i) Any ERISA Event shall have occurred with respect to a Plan of the Borrower and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans of the Borrower with respect to which an ERISA Event shall have occurred and then exist (or the liability of the Borrower and its ERISA Affiliates related to such ERISA Event) exceeds $5,000,000; or

(j) The Borrower or any of its ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower and its ERISA Affiliates as Withdrawal Liability (determined as of the date of such notification), exceeds $2,000,000 or requires payments exceeding $1,000,000 per annum; or

(k) The Borrower or any of its ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, and as a result of such reorganization or termination the aggregate annual contributions of the Borrower and its ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such reorganization or termination occurs by an amount exceeding $2,000,000; or

(l) A Prohibited Transaction shall have occurred and the Borrower has incurred or is reasonably likely to

incur liability in connection therewith in an amount exceeding $2,000,000;

then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Borrower, declare the Notes, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to make Advances shall automatically be terminated and (B) the Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII

THE AGENTS

may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if it were not an Agent under any Loan Document and without any duty to account therefor to the Lenders.

(a) the Corresponding Securities shall be outstanding under a mortgage, deed of trust or other indenture or other similar instrument or agreement (a "Governing Instrument") which (i) has been qualified

under the Trust Indenture Act of 1939, as amended or (ii) shall, in the opinion of counsel to the Borrower, meet the requirements for qualification under said Act upon the filing of an appropriate application for such qualification;

(b) the trusts created by the Governing Instrument shall be stated therein to be for the equal and proportionate benefit and security of the holders from time to time of all Company Securities outstanding thereunder (including the Corresponding Securities) without any priority of any such Company Security over any other such Company Security so outstanding;

(c) the Borrower shall provide the Co-Agents with an opinion of counsel dated the date of exchange, to the effect that (i) the forms and terms of the Corresponding Securities have been duly authorized by the Borrower and have been established in conformity with the Governing Instrument, (ii) the Corresponding Securities, when authenticated and delivered by the trustee under the Governing Instrument in the manner and subject to any conditions specified in such opinion, will have been duly issued under the Governing Instrument and will constitute valid and legally binding obligations of the Borrower entitled to the benefits of the Governing Instrument, and enforceable in accordance with their respective terms (except as limited by bankruptcy, insolvency, moratorium and other laws affecting the enforcement of mortgagees' and other creditors' rights and by general equitable principles) and (iii) all conditions precedent relating to such exchange provided in this Section 7.07 have been complied with;

(d) no Event of Default shall have occurred and be continuing hereunder, no "default" (as defined in the FMB Indenture) shall have occurred and be continuing and no "event of default" or other comparable event under the Governing Instrument shall have occurred and be continuing (in each case as certified by the Borrower to the Co-Agents);

(e) Moody's and S&P shall have indicated in writing that the Company Securities outstanding or to be outstanding under the Governing Instrument are or will be assigned the same or a better rating as the rating in effect for the First Mortgage Bonds of the Borrower outstanding under the FMB Indenture on the date of exchange; and

(f) each Lender and each Co-Agent shall have consented in writing to such exchange and each Lender, the Borrower and the Co-Agents shall have duly executed and delivered documentation satisfactory to such Lenders and the Co-Agents effecting such exchange. Each Lender and each Co-Agent shall consent to such exchange if it otherwise meets the requirements of this Section 7.07 and if, in its sole judgment, the effect thereof would not adversely affect the interests of such Lender under the Loan Documents, taking into consideration all factors then relevant, including, without limitation, the Indebtedness of the Borrower, the value of the collateral and the likelihood of timely payment hereunder.

ARTICLE VIII

MISCELLANEOUS

executed by the Majority Lenders or (if required hereunder) by all Lenders.

(b) If any payment of principal of, or Rollover of, any Adjusted CD Rate Advance or Eurodollar Rate Advance is made other than on the last day of an Interest Period relating to such Advance, as a result of a payment or Rollover pursuant to
Section 2.12 or acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses which it may reasonably incur as a result of such payment or Rollover, including, without limitation, any loss (including loss of anticipated profits), costs or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such lender to fund or maintain such Advance.

(b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to each Agent by the terms hereof, together with such powers as are reasonably incidental

thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d) Within five Business Days after its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days of its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

PUBLIC SERVICE COMPANY
OF NEW MEXICO

CHEMICAL BANK,
as Co-Agent

By /s/ Marisa J. Harney
  ---------------------------------
  Title: Vice President

CITIBANK, N.A.,
as Co-Agent

By /s/ Anita J. Brickell
  ---------------------------------
  Title: Vice President

Commitment
----------

$14,000,000                     CHEMICAL BANK


                                By /s/ Marisa J. Harney
                                  ---------------------------------
                                  Title: Vice President


$14,000,000                     CITIBANK, N.A.


                                By /s/ Anita J. Brickell
                                  ---------------------------------
                                  Title: Vice President

$12,000,000                     BANK OF AMERICA NATIONAL
                                  TRUST AND SAVINGS
                                  ASSOCIATION


                                By /s/ Mark Milner
                                  ---------------------------------
                                  Title: Vice President


$10,000,000                     THE BANK OF CALIFORNIA, N.A.


                                By /s/ Rebecca Holden
                                  ---------------------------------
                                  Title: Vice President


$10,000,000                     CANADIAN IMPERIAL BANK OF
                                  COMMERCE


                                By /s/ Frederick P. Engler
                                  ---------------------------------
                                   Frederick P. Engler
                                   Title: Vice President

$10,000,000                     THE CHASE MANHATTAN BANK,
                                  NATIONAL ASSOCIATION


                                By /s/ Richard W. Cortright, Jr.
                                  ---------------------------------
                                  Title: Vice President


$10,000,000                     MELLON BANK N.A.


                                By /s/ A. J. Sabatelle
                                  ---------------------------------
                                  Title: Vice President


$10,000,000                     MORGAN GUARANTY TRUST COMPANY
                                  OF NEW YORK


                                By /s/ Sheila O'Connell
                                  ---------------------------------
                                  Title: Managing Director

$10,000,000                     THE LONG-TERM CREDIT BANK OF
                                  JAPAN LIMITED, Los Angeles
                                  Agency


                                By /s/ Hiroshi Norizuki
                                  ---------------------------------
                                  Title: Deputy General Manager
                                         Hiroshi Norizuki


-------------------
$100,000,000                    Total of the Commitments

SCHEDULE I

to the Revolving Credit Agreement, dated as of December 14, 1993, among Public Service Company of New Mexico, as Borrower, certain lenders, and Chemical Bank and Citibank, N.A. as Co-Agents

Name of Bank                 Domestic Lending Office          CD Lending Office              Eurodollar Lending Office
CHEMICAL BANK                270 Park Avenue                  270 Park Avenue                270 Park Avenue
                             8th Floor                        8th Floor                      8th Floor
                             New York, NY 10017               New York, NY 10017             New York, NY 10017


CITIBANK, N.A.               North American Finance Group     North American Finance Group   North American Finance Group
                             399 Park Avenue                  399 Park Avenue                399 Park Avenue
                             New York, NY 10043               New York, NY 10043             New York, NY 10043


BANK OF AMERICA              1850 Gateway Boulevard           1850 Gateway Boulevard            1850 Gateway Boulevard
NATIONAL TRUST AND           4th Floor, Section 3             4th Floor, Section 3              4th Floor, Section 3
SAVINGS ASSOCIATION          Concord, PA 94520                Concord, PA 94520                 Concord, PA 94520


THE BANK OF                   355 South Grand Avenue           355 South Grand Avenue            355 South Grand Avenue
 CALIFORNIA, N.A.             42nd Floor                       42nd Floor                        42nd Floor
                              Los Angeles, CA 90071            Los Angeles, CA 90071             Los Angeles, CA 90071


CIBC, INC.                   CIBC - Atlanta                   CIBC - Atlanta                    CIBC - Atlanta
                              Two Paces West                   Two Paces West                    Two Paces West
                              2727 Paces Ferry Road            2727 Paces Ferry Road             2727 Paces Ferry Road
                               Suite 1200                       Suite 1200                        Suite 1200
                              Atlanta, GA  30339               Atlanta, GA  30339                Atlanta, GA  30339


THE CHASE MANHATTAN BANK,     One Chase Manhattan Plaza        One Chase Manhattan Plaza         One Chase Manhattan Plaza
 NATIONAL ASSOCIATION         New York, NY 10081               New York, NY 10081                New York, NY 10081

Name of Bank                   Domestic Lending Office          CD Lending Office             Eurodollar Lending Office

MELLON BANK N.A.               One Mellon Bank Center           Three Mellon Bank Center      Three Mellon Bank Center
                               Room 4425                        Mellon Square, Room 2305      Mellon Square, Room 2305
                               Pittsburgh, PA 15258             Pittsburgh, PA 15258          Pittsburgh, PA 15258


MORGAN GUARANTY TRUST          60 Wall Street                   60 Wall Street                Nassau Bahamas Office
 COMPANY OF NEW YORK           New York, NY  10260-0060         New York, NY  10260-0060      c/o J.P. Morgan Servics Inc.
                                                                                              Euro-Loan Servicing Unit-
                                                                                                Loan Operations
                                                                                               500 Stanton Christiana Rd,
                                                                                                 3rd Floor
                                                                                               Newark, DE 19713

THE LONG-TERM CREDIT BANK OF   444 South Flower Street          444 South Flower Street        444 South Flower Street
 JAPAN LIMITED,                Suite 3700                       Suite 3700                     Suite 3700
Los Angeles Agency             Los Angeles, CA 90071            Los Angeles, CA 90071          Los Angeles, CA 90071

DESIGNATED SUBSIDIARIES
- -----------------------
SUNTERRA GAS GATHERING COMPANY
  Authorized shares                    2,000 Common stock par value $1.00/share
  Outstanding shares                      10 Common stock par value $1.00/share

SUNTERRA GAS PROCESSING COMPANY
  Authorized shares                    1,000 Common stock par value $1.00/share
  Outstanding shares                      10 Common stock par value $1.00/share

OTHER DIRECT SUBSIDIARIES
- -------------------------

PARAGON RESOURCES INC.
  Authorized shares                  250,000 Common stock par value $1.00/share
  Outstanding shares                   3,000 Common stock par value $1.00/share

SUNBELT MINING COMPANY, INC.
  Authorized shares                  250,000 Common stock par value $1.00/share
                                         125 Cumulative Preferred par value
                                             $100,000
  Outstanding shares                     250 Common stock par value $1.00/share
                                           0 Cummulative Preferred par value
                                             $100,000

MEADOWS RESOURCES, INC.
  Authorized shares                  250,000 Common stock par value $1.00/share
  Outstanding                            250 Common stock par value $1.00/share