**EXHIBIT 10.3**

 

**JOINDER AGREEMENT**

            THISJOINDER AGREEMENT (this "Joinder Agreement"), dated as of September 30,2005, is entered into by Texas-NewMexico Power Company, a Texas corporation (the "ApplicantBorrower") for the benefit of BANK OF AMERICA, N.A., in its capacityas Administrative Agent (the "Administrative Agent") underthat certain Amended and Restated Credit Agreement, dated as of August 15, 2005,among PNM Resources, Inc. (the "Company"), First Choice Power, L.P., a Texas limitedpartnership ("FCP", together with the Company and, subject tocompliance with Section 2.6 of the Credit Agreement, certainSubsidiaries of the Company from time to time, individually a "Borrower"and collectively the "Borrowers"), Bank of America, N.A., asAdministrative Agent, and the Lenders identified therein (as the same may beamended, modified, extended or restated from time to time, the "CreditAgreement").  All capitalized terms used herein and not otherwisedefined shall have the meanings set forth in the Credit Agreement.

            The Applicant Borrower hereby agrees asfollows:

            1.         Uponits execution of this Joinder Agreement, and the satisfaction of the conditionsset forth in Section 2.6 of the Credit Agreement, the Applicant Borrower willbe deemed to be a Borrower for all purposes of the Credit Agreement and agreesto be bound by all of the terms, provisions and conditions contained in theCredit Agreement, including without limitation, all of the affirmative andnegative covenants set forth in Sections 7 and 8 of the Credit Agreement. Furthermore, the Applicant Borrower agrees that all of the representations andwarranties in the Credit Agreement applicable to the Applicant Borrower aretrue and correct in all material respects as of the date hereof. 

            2.         TheApplicant Borrower agrees to deliver to the Administrative Agent alldocumentation required by Section 2.6 of the Credit Agreement or otherwiserequested by the Administrative Agent, including, without limitation,organizational documents, resolutions, an incumbency certificate and opinions.

            3.         Theaddress of the Applicant Borrower for purposes of Section 11.1 of the CreditAgreement is the same address as the Company.

            4.         ThisJoinder Agreement may be executed in any number of counterparts, each of whichwhen so executed and delivered shall be an original, but all of which shallconstitute one and the same instrument.

           5.         THIS JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALLBE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THESTATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERALOBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWRULES).

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            INWITNESS WHEREOF, the Applicant Borrower has caused this Joinder Agreement to beduly executed by its authorized officer as of the day and year first abovewritten.
| TEXAS-NEW MEXICO POWER  COMPANY                                                                                                                                                                                                                                                                      |
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| By:         /s/ Terry R.  Horn                                      |
| Name:   Terry R. Horn                                               |
| Title: 	    Vice President and Corporate Secretary                                                                                                                                                                                                                          |
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| Acknowledged and accepted:                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                 |
| BANK OF AMERICA, N.A.,                                                                                                                                                                                                                                                                               |
| as Administrative Agent                                                                                                                                                                                                                                                                              |
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|                                                                                                                                                                                                                                                                                                      |
| By:         /s/ Gabriela  B. Millhorn                                                                       |
| Name:   Gabriela B.  Millhorn                                                                               |
| Title:      Senior Vice  President                                                                          |