FIRST  AMENDMENT (this  "Amendment")  dated as of
                          October  28,  1998 to the  Revolving  Credit  Facility
                          Agreement  dated as of November  3, 1995 (as  amended,
                          the "Credit Agreement"; capitalized terms used and not
                          otherwise  defined  herein  shall  have  the  meanings
                          assigned  to  them  in the  Credit  Agreement),  among
                          Texas-New Mexico Power Company (the  "Borrower");  the
                          financial  institutions party thereto (the "Lenders");
                          the Chase  Manhattan  Bank,  successor  by merger with
                          Chemical   Bank,  as   administrative   agent  and  as
                          collateral  agent for the Lenders (in such capacities,
                          the "Administrative Agent" and the "Collateral Agent",
                          respectively));  the  Bank of New  York,  CIBC,  Inc.,
                          NationsBank   of  Texas,   N.A.  and  Union  Bank,  as
                          co-agents.

         The Borrower  has  requested  that Section 9.17 of Credit  Agreement be
amended in order to reduce the time  periods  applicable  to the  release of the
Pledged Bonds,  the Pledged Notes and all other collateral held under the Pledge
Agreements.  The Lenders, the Administrative Agent and the Collateral Agent have
agreed to such amendments upon the terms and subject to the conditions set forth
herein. Accordingly, the parties hereto agree as follows:

         SECTION 1. Amendment of Section 9.17(a).  Section 9.17(a) of the Credit
Agreement is hereby amended by (a) deleting the number "10" in clause (a)(i) and
replacing  it with the word "two" and (b)  deleting  the  number  "30" in clause
(a)(ii) and replacing it with the word "five".

         SECTION 2.  Representations  and  Warranties.  (a) The Borrower  hereby
represents  and warrants to each Lender and the  Administrative  Agent that this
Amendment (i) has been duly  authorized,  executed and delivered by the Borrower
and  constitutes  the  legal,  valid  and  binding  obligation  of the  Borrower
enforceable  against  it in  accordance  with its terms,  except as  enforcement
thereof may be limited by  applicable  bankruptcy,  insolvency,  reorganization,
moratorium  and other similar laws  affecting the  enforceability  of creditors'
rights generally and by general principles of equity, and (ii) will not conflict
in any respect material to the rights or interests of the Lenders with or result
in any breach of any of the terms,  covenants,  conditions or provisions  of, or
constitute  (with notice or lapse of time or both) a default under, or result in
a required prepayment of, or (other than as permitted by the Credit Agreement as
amended hereby or as contemplated by any Pledge Agreement, any Existing Facility
Security  Document  or  the  TNP  Bond  Indenture)  result  in the  creation  or
imposition  of (or the  obligation to create or impose) any Lien upon any of the
properties or assets of the Borrower or any of its Subsidiaries  pursuant to the
terms of, any indenture,  mortgage, deed of trust, agreement or other instrument
to which the Borrower or any of its  Subsidiaries  is a party or by which it may
be subject.

         (b) Before and after  giving  effect to this  Amendment,  No Default or
Event of  Default  shall  have  occurred  and be  continuing  under  the  Credit
Agreement or the existing Facility Agreement.

          SECTION 3.  Effectiveness.  This Amendment shall become effective when
the following conditions precedent shall have been satisfied:
                  (a) the Administrative Agent shall have received, on behalf of
the  Lenders,  a  certificate  of  Financial  Officer,  dated  the  date of this
Amendment,  confirming  compliance  with the  conditions  precedent set forth in
paragraphs (b) and (c) of Section 4.01 of the Credit Agreement;

                  (b) all legal matters  incidental to this Amendment shall be
satisfactory to the Administrative Agent and to Cravath, Swaine & Moore, counsel
for the Administrative Agent; and

                  (c) the Administrative Agent shall have received  counterparts
of this Amendment that, when taken together bear the signatures of the Borrower,
the Required Lenders and the Administrative Agent.


         SECTION 4. Credit Agreement. Except as expressly set forth herein, this
Amendment  shall not by implication  or otherwise  limit,  impair,  constitute a
waiver of, or  otherwise  affect the rights and  remedies of the Lenders and the
Administrative  Agent under the Credit Agreement,  or alter, modify, amend or in
any  way  affect  any  of  the  terms,  conditions,  obligations,  covenants  or
agreements  contained  in the Credit  Agreement,  all of which are  ratified and
affirmed in all  respects  and shall  continue  in full force and  effect.  This
Amendment  shall apply and be effective  only with respect to the  provisions of
the Credit Agreement specifically referred to herein.

          SECTION 5.  Applicable  Law. THIS AMENDMENT  SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 6. Counterparts.  This Amendment may be executed in two or more
counterparts,  each of which shall  constitute an original but all of which when
taken  together  shall  constitute  but one  contract.  Delivery  of an executed
counterpart of a signature page of this Amendment by telecopy shall be effective
as delivery of a manually executed counterpart of this Amendment.

         SECTION  7.   Expenses.   The   Borrower   agrees  to   reimburse   the
Administrative  Agent for its  out-of-pocket  expenses in  connection  with this
Amendment,  including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Administrative Agent.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly  executed by their  respective  authorized  officers as of the day and year
first written above.

                                   TEXAS-NEW MEXICO POWER COMPANY,

                                   By  /s/ M. S.  Cheema
                                   Name:  M. S. Cheema
                                   Title:  Senior Vice-President
                                   and Chief Financial Officer 


                                   THE CHASE MANHATTAN BANK,individually and as
                                   Administrative Agent and as Collateral Agent

                                   By /s/ Kevin P. O'Neill
                                   Name: Kevin P. O'Neill 
                                   Title: Vice President


                                   THE FIRST NATIONAL BANK OF BOSTON,

                                   By  /s/ Virginia Ryan

                                   Name:  Virginia Ryan
                                   Title:    Vice President


                                   THE BANK OF MONTREAL,

                                   By  /s/ Mary Lee Latta

                                   Name:  Mary Lee Latta
                                   Title:    Director


                                   THE BANK OF NEW YORK, 
                                   individually and as Co-Agent,

                                   By /s/ Nathan S. Howard

                                   Name: Nathan S. Howard
                                   Title:    Vice President


                                   CIBC, INC., individually and as Co-Agent,

                                   By  /s/ Denis O'Meara

                                   Name:  Denis O'Meara
                                   Title:    Executive Director


                                   CREDIT LYONNAIS, NEW YORK BRANCH,

                                   By /s/ Robert Ivosevich

                                   Name: Robert Ivosevich
                                   Title:    Senior Vice President


                                   NATIONSBANK, N.A. (as successor by merger to
                                   NATIONSBANK OF TEXAS, N.A.),
                                   individually and as Co-Agent,

                                   By /s/ Curtis L. Anderson

                                   Name: Curtis L. Anderson
                                   Title:     Senior Vice President


                                   COMMERCIAL LOAN FUNDING TRUST I:
                                   BY LEHMAN COMMERCIAL PAPER, INC.,
                                   NOT IN ITS INDIVIDUAL CAPACITY, 
                                   BUT SOLELY AS ADMINISTRATIVE AGENT

                                   By  /s/ Michele Swanson

                                   Name:  Michele Swanson
                                   Title: Authorized Signator


                                   UNION BANK, individually and as Co-Agent,

                                   By  /s/ David Musicant

                                   Name:  David Musicant
                                   Title:    Vice President