8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)	October 16, 2008
	(October 9, 2008)

Commission	Name of Registrants, State of Incorporation,	I.R.S. Employer
File Number	Address and Telephone Number	Identification No.
001-32462	PNM Resources, Inc.	85-0468296
	(A New Mexico Corporation)
	Alvarado Square
	Albuquerque, New Mexico 87158
	(505) 241-2700
002-97230	Texas-New Mexico Power Company	75-0204070
	(A Texas Corporation)
	4100 International Plaza,
	P.O. Box 2943
	Fort Worth, Texas  76113
	(817) 731-0099
______________________________
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)

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Item 1.01 Entry Into a Material Definitive Agreement

As previously reported, on March 7, 2008, Texas-New Mexico Power Company (“TNMP”), a wholly owned subsidiary of PNM Resources, Inc. (“PNMR”), executed a $150 million term loan credit agreement ("Credit Agreement").  Other parties to the Credit Agreement included JPMorgan Chase Bank, N.A. ("JPMorgan"), as administrative agent, and JPMorgan and Union Bank of California, N.A. (“UBOC”), as lenders.  The Credit Agreement was filed as Exhibit 10.1 to TNMP’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008.

The Credit Agreement allowed TNMP to borrow up to $150 million in a single draw on any date (the “Funding Date”) prior to April 11, 2008.  Borrowings were required to be repaid under the Credit Agreement by the six-month anniversary of the Funding Date, unless extended.  On April 9, 2008, TNMP drew the full $150 million under the Credit Agreement for the purpose of redeeming certain TNMP senior unsecured notes.  The Credit Agreement was amended in certain respects by an Amendment No. 1 (“Amendment 1”) in connection with the execution of a new $200 million revolving credit facility (the “TNMP Revolver”) in May 2008 and the concurrent withdrawal of TNMP as a borrower under PNMR’s revolving credit agreement.

The Credit Agreement was amended by Amendment No. 2 (“Amendment 2”) which was executed by the parties on October 9, 2008.  The purpose of Amendment 2 was to replace JPMorgan as administrative agent with UBOC and to extend the maturity date of the Credit Agreement to October 17, 2008, or such later date to which the maturity date may be subsequently extended pursuant to the Credit Agreement.  Amendment 2 was effective upon payment by TNMP to JPMorgan on October 9, 2008 of the full amount of outstanding loans and other obligations owing to JPMorgan, in the amount of $75 million plus accrued interest.  Such payment was funded by a draw on the TNMP Revolver.  The $75 million principal amount that continued to be owed by TNMP to UBOC under the Credit Agreement under the short extension provided by Amendment 2 was repaid, along with accrued interest, on October 15, 2008 with another draw on the TNMP Revolver.  TNMP is currently in discussions with certain of its relationship banks with regard to entering into a new term loan credit arrangement to provide additional liquidity to TNMP.  As of October 15, 2008, there remained $48.5 million of borrowing capacity available to TNMP under the TNMP Revolver.In addition, TNMP currently has a $50 million intercompany loan agreement with PNMR.  As of October 15, 2008, TNMP had no outstanding borrowings from PNMR under its intercompany loan agreement.

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A copy of Amendment 1 is filed herewith as Exhibit 10.1, and a copy of Amendment 2 is filed herewith as Exhibit 10.2.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit Number                    Exhibit

10.1	Amendment No. 1 to Term Loan Credit Agreement, entered into as of May 15, 2008 among TNMP, as Borrower, JPMorgan, as Administrative Agent and as a Lender, and UBOC, as a Lender, filed herewith.
10.2	Amendment No. 2 to Term Loan Credit Agreement, entered into as of October 9, 2008 among TNMP, as Borrower, UBOC as successor Administrative Agent and as a Lender, and JPMorgan, as resigning Administrative Agent, and as a Lender, filed herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

	PNM RESOURCES, INC. TEXAS-NEW MEXICO POWER COMPANY
	(Registrants)
Date:  October 16, 2008	/s/ Thomas G. Sategna
	Thomas G. Sategna
	Vice President and Corporate Controller
	(Officer duly authorized to sign this report)

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EX-10.1

EXECUTION COPY

Exhibit 10.1

AMENDMENT NO. 1

to

TERM LOAN CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT (the “Amendment”) is made as of May 15, 2008 by and among TEXAS-NEW MEXICO POWER COMPANY (the “Borrower”), the institutions from time to time parties thereto as Lenders (the “Lenders”), and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”) under that certain Term Loan Credit Agreement dated as of March 7, 2008 by and among the Borrower, the financial institutions party thereto, and the Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

WITNESSETH

WHEREAS, the Borrower, the Lenders, and the Administrative Agent are parties to the Credit Agreement; and

WHEREAS, the Borrower has requested that the Administrative Agent and the requisite number of Lenders under Section 11.6 of the Credit Agreement amend the Credit Agreement on the terms and conditions set forth herein; and

WHEREAS, the Borrower, the requisite number of Lenders under Section 11.6 of the Credit Agreement and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed to the following amendments to the Credit Agreement:

1.Amendments to the Credit Agreement.  Effective as of May 15, 2008 (the “Effective Date”) and subject to the satisfaction of the condition precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

1.1.   Section 1.1 to the Credit Agreement is amended to delete the definition of “Applicable Percentage” in its entirety and to substitute the following therefor:

“Applicable Percentage” means, for Eurodollar Loans, 0.75% per annum.

1.2.   Section 1.1 to the Credit Agreement is amended to insert the following definition in alphabetical order:

“Revolving Loan Agreement” means that certain Credit Agreement, dated as of May 15, 2008, by and among the Borrower, the lenders and financial institutions parties

thereto, JPMorgan Chase Bank, N.A., as administrative agent and Union Bank of California, N.A., as syndication agent, without giving effect to any amendment, restatement, supplement or other modification thereto.

1.3.   Section 8.5 to the Credit Agreement is hereby amended to delete subclause (p) thereof in its entirety, and to substitute the following therefor:

(p) Liens upon any property in favor of the administrative agent for the benefit of the lenders (the “Revolving Loan Administrative Agent”) under the Revolving Loan Agreement (as it may be amended, supplemented or otherwise modified from time to time) securing Indebtedness thereunder; provided that (i) the Borrower Obligations shall concurrently be secured equally and ratably with (or prior to) such Indebtedness under the Revolving Loan Agreement so long as such other Indebtedness shall be secured and (ii) the Borrower, the Revolving Loan Administrative Agent and the Administrative Agent, for the benefit of the Lenders, shall have entered into such security agreements, collateral trust and sharing agreements, intercreditor agreements and other documentation deemed necessary by the Administrative Agent in respect of such Lien on terms and conditions acceptable to the Administrative Agent (including, without limitation, with respect to the voting of claims and release or modification of any such Lien or all or any portion of the collateral thereunder),

1.4.   Section 8.7 to the Credit Agreement is hereby amended to delete the second parenthetical therein and to substitute the following therefor:  “(other than (i) the Credit Documents and (ii) the “Credit Documents” as defined in the Revolving Loan Agreement)”

1.5.   Schedule 11.1 to the Credit Agreement is hereby amended to delete the notice information for the Administrative Agent set forth therein and to substitute the following therefor:

ADMINISTRATIVE AGENT:

Administrative Agent’s Office

(for payments and Requests for Credit Extensions):

JPMorgan Chase Bank, N.A.

Floor 7, Mail Code IL1-0010

10 S. Dearborn St.

Chicago, IL  60603

Attention:  Credit Services

Telephone:  312.385.7055

Telecopier:  312.385.7096

Electronic Mail:  leonida.g.mischke@jpmchase.com

Account No. 9008109962C2236

Ref:  TNMP

Account Name:  Loan Processing DP

ABA#:  021000021

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Other Notices as Administrative Agent:

JPMorgan Chase Bank, N.A.

10 S. Dearborn St.

Chicago, IL  60603

Attention:  Helen D. Davis

           Floor 9, Mail Code IL-0090

           Telephone:  312.732.1759

           Telecopier:  312.732.1762

           Electronic Mail:  helen.d.davis@jpmorgan.com

Attention:  Lisa Tverdek

           Floor 9, Mail Code IL1-0874

           Telephone:  312.325.3150

           Telecopier:  312.325.3238

           Electronic Mail:  lisa.tverdek@chase.com

2.Conditions of Effectiveness.  The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received the following:

(A)   duly executed originals of this Amendment from the Borrower, the requisite number of Lenders under Section 11.6 of the Credit Agreement and the Administrative Agent; and

(B)   such other documents, instruments and agreements as the Administrative Agent may reasonably request.

3.Representations and Warranties of the Borrower.

(A)   The Borrower hereby represents and warrants that (i) this Amendment and the Credit Agreement, as previously executed and as amended hereby, constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally) and (ii) no Default or Event of Default has occurred and is continuing.

(B)   Upon the effectiveness of this Amendment and after giving effect hereto, the Borrower hereby reaffirms all covenants, representations and warranties made in the Credit Agreement as amended hereby, and agrees that all such covenants, representations and warranties shall be true and correct as of the effective date of this Amendment (unless such representation and warranty is made as of a specific date, in which case such representation and warranty shall be true and correct as of such date).

4.References to the Credit Agreement.

(A)   Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement (including any reference therein to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring thereto) or in any other Credit Document shall mean and be a reference to the Credit Agreement as amended hereby.

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(B)   Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

(C)   The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

5.GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

6.Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

7.Counterparts.  This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

TEXAS-NEW MEXICO POWER COMPANY, as the Borrower

By:         /s/  Terry R. Horn                      

  Name:        Terry R. Horn

  Title:          Vice President and Treasurer

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender

By:        /s/  Helen D.  Davis                   

  Name:         Helen D. Davis

  Title:           Vice President

UNION BANK OF CALIFORNIA, N.A., as a Lender

By:        /s/  Kevin M. Zitar                     

  Name:         Kevin M. Zitar

  Title:           Senior Vice President

Signature Page to Amendment No. 1

EX-10.2

EXECUTION COPY

Exhibit 10.2

AMENDMENT NO. 2

to

TERM LOAN CREDIT AGREEMENT

THIS AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT (the “Amendment”) is made as of October 9, 2008 by and among TEXAS-NEW MEXICO POWER COMPANY (the “Borrower”), the institutions from time to time parties thereto as Lenders (the “Lenders”), and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”) under that certain Term Loan Credit Agreement dated as of March 7, 2008 by and among the Borrower, the financial institutions party thereto, and the Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

WITNESSETH

WHEREAS, the Borrower, the Lenders, and the Administrative Agent are parties to the Credit Agreement;

WHEREAS, the Borrower has requested that the Administrative Agent and the requisite number of Lenders under Section 11.6 of the Credit Agreement amend the Credit Agreement on the terms and conditions set forth herein;

WHEREAS, the Borrower, the requisite number of Lenders under Section 11.6 of the Credit Agreement and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;

WHEREAS, JPMorgan Chase Bank, N.A. (“JPMCB”), pursuant to Section 10.6 of the Credit Agreement, has notified the Borrower and the Lenders that it intends to resign as Administrative Agent under the Credit Agreement, effective October 9, 2008 and to assign to Union Bank of California, N.A. (“UBOC”) all of its rights under the Credit Agreement as Administrative Agent; and

WHEREAS, UBOC, pursuant to Section 10.6 of the Credit Agreement, has agreed to act as successor Administrative Agent under the Credit Agreement, effective October 9, 2008 and to assume the obligations of JPMCB as Administrative Agent under the Credit Agreement, and, by their signatures set forth below, each of the Lenders and the Borrower under the Credit Agreement have consented to the resignation of JPMCB and the appointment of UBOC as successor Administrative Agent under the Credit Agreement;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed to the following amendments to the Credit Agreement:

1.Amendments to the Credit Agreement.  Effective as of October 9, 2008 (the “Effective Date”) and subject to the satisfaction of the condition precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

1.1.   Section 1.1 to the Credit Agreement is amended to delete the definition of “Maturity Date” in its entirety and to substitute the following therefor:

“Maturity Date” means October 17, 2008 or any later date as may bespecified as the Maturity Date in accordance with Section 2.5.

1.2.   Section 1.1 of the Credit Agreement is amended to delete the defined term “JPMCB” in its entirety.

1.3.   Section 1.1 of the Credit Agreement is amended to insert the following definition in alphabetical order:

“UBOC” means Union Bank of California, N.A., together with itssuccessors and/or assigns.

1.4.   Each reference to “JPMCB” now appearing in the Credit Agreement shall instead refer to “UBOC”.

2.Conditions of Effectiveness.  The effectiveness of this Amendment is subject to the conditions precedent that UBOC, as successor Administrative Agent pursuant to this Amendment, shall have received the following:

(A)   duly executed originals of this Amendment from the Borrower, the requisite number of Lenders under Section 11.6 of the Credit Agreement, JPMCB, as the resigning Administrative Agent and UBOC, as successor Administrative Agent;

(B)   notwithstanding anything to the contrary in the Credit Agreement, evidence satisfactory to it that JPMCB shall have received not less than $75,188,927.09 as payment in full of all outstanding loans and other obligations owing to it as a Lender and as the resigning Administrative Agent on the date hereof; and

(C)   such other documents, instruments and agreements as UBOC, as successor Administrative Agent pursuant to this Amendment, may reasonably request.

3.Representations and Warranties of the Borrower.

(A)   The Borrower hereby represents and warrants that (i) this Amendment and the Credit Agreement, as previously executed and as amended hereby, constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally) and (ii) no Default or Event of Default has occurred and is continuing.

(B)   Upon the effectiveness of this Amendment and after giving effect hereto, the Borrower hereby reaffirms all covenants, representations and warranties made in

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the Credit Agreement as amended hereby, and agrees that all such covenants, representations and warranties shall be true and correct as of the effective date of this Amendment (unless such representation and warranty is made as of a specific date, in which case such representation and warranty shall be true and correct as of such date).

4.Successor Administrative Agent.

(A)   JPMCB hereby assigns all of its rights as Administrative Agent under the Credit Agreement to UBOC, all on the terms and subject to the conditions set forth in the Credit Agreement.  From and after the date hereof, JPMCB acknowledges and agrees that it shall cease to have any rights as Administrative Agent under the Credit Agreement and the other Credit Documents.  It is understood and agreed that the assignment and assumption hereunder are made without recourse to JPMCB and that JPMCB makes no representation or warranty of any kind to UBOC.

(B)   UBOC hereby assumes the performance of all of the duties and obligations of JPMCB as Administrative Agent under the Credit Agreement and the other Credit Documents (collectively the “Assumed Duties”) and hereby agrees to perform the Assumed Duties as required under the Credit Agreement and the other Credit Documents.  UBOC acknowledges that JPMCB has assigned to UBOC all of the rights of JPMCB as Administrative Agent under the Credit Agreement and the other Credit Documents, all on the terms and subject to the conditions set forth in the Credit Agreement and the other Credit Documents.  From and after the date hereof, UBOC agrees to perform all of the Assumed Duties to be performed or observed by JPMCB individually and as Administrative Agent under the Credit Agreement, or any other Credit Document or in connection therewith, and to be bound in all respects by the terms of the Credit Agreement and the other Credit Documents as they relate to JPMCB as Administrative Agent.  From and after the date hereof, each reference in the Credit Agreement and the other Credit Documents to JPMCB individually and as the “Administrative Agent” as defined in the Credit Agreement shall be deemed to be a reference to UBOC.  Pursuant to Section 11.1 of the Credit Agreement, UBOC as successor Administrative Agent hereby notifies the parties hereto that its address for purposes of the Credit Documents is:

For payments and requests for Credit Extensions:

Union Bank of California, N.A.

Commercial Loan & Documentation

601 Potrero Grande Dr.

Monterey Park, CA 91754

Attention: Maria Suncin

Commercial Loan Operations

Telephone: 323.720.2870

Telecopier: 800.446.9951

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Payment Instructions:

Union Bank of California, N.A.

1980 Saturn St.

Monterey Park, CA 91754

ABA # 122-000-496

Acct #77070-196431

Attention: Commercial Loan Operations

Ref: Texas New Mexico Power Company

Other Notices as Administrative Agent:

Union Bank of California, N.A.

Energy Capital Services

445 S. Figueroa Street, 15th Floor

Los Angeles, CA 90071

Attention:  Kevin Zitar, SVP

Telephone: 213.236.5503

Telecopier: 213.236.4096

Electronic Mail: kevin.zitar@uboc.com

(C)   Upon the effectiveness of this Agreement, JPMCB shall be discharged from all of its duties and obligations, as Administrative Agent, under the Credit Agreement and the other Credit Documents.

5.References to the Credit Agreement.

(A)   Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement (including any reference therein to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring thereto) or in any other Credit Document shall mean and be a reference to the Credit Agreement as amended hereby.

(B)   Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

(C)   The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

6.GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

7.Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

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8.Counterparts.  This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

TEXAS-NEW MEXICO POWER COMPANY, as the Borrower

By:      /s/  Terry R. Horn                            

  Name:      Terry R. Horn

  Title:        Vice President and Treasurer

UNION BANK OF CALIFORNIA, N.A., as successor Administrative Agent and as a Lender

By:      /s/  Robert J. Cole                           

  Name:       Robert J. Cole

  Title:         Vice President

JPMORGAN CHASE BANK, N.A., as the resigning Administrative Agent and as a Lender

By:      /s/  Kenneth J. Bauer                       

  Name:      Kenneth J. Bauer

  Title:        Senior Vice President

Signature Page to Amendment No. 2