Exhibit
10.2






AMENDMENT
NO. 2


to


CREDIT
AGREEMENT




THIS
AMENDMENT NO. 2 TO CREDIT AGREEMENT (the “Amendment”) is made
as of March 10, 2009 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 Credit Agreement dated as of May 15, 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 March 10, 2009 (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 insert the following definitions in
      alphabetical order:




“First Mortgage Bond
Trustee” has the meaning set forth in the definition of “Note Facilities
Documentation”.




“1999 Indenture” has
the meaning set forth in the definition of “Note Facilities
Documentation”.










“2009 Term Loan Credit
Agreement” means a term loan credit agreement to be dated on or before
April 1, 2009, between the Borrower and one or more lenders parties thereto,
including Union Bank, N.A. or any of its affiliates, individually and/or as
agent on behalf of such lenders, as it may be amended, supplemented, extended or
otherwise modified form time to time; provided that the Administrative Agent and
the Lenders shall have received satisfactory evidence that all of the
obligations outstanding under the 2008 Term Loan Credit Agreement shall have
been paid in full in cash, and the 2008 Term Loan Credit Agreement shall have
been terminated, prior to or substantially concurrently with the initial
incurrence of Indebtedness pursuant to the 2009 Term Loan Credit
Agreement.




1.2.
            Section 1.1 to
      the Credit Agreement is hereby amended to delete the definition of “Note Facilities
      Documentation” in its entirety, and to substitute the following
      therefor:




“Note Facilities
Documentation” means (1) the First Mortgage Indenture dated on or before
April 1, 2009, between the Borrower and The Bank of New York Mellon Trust
Company, N.A., as Trustee (together with its permitted successors and assigns in
such capacity, the “First Mortgage Bond
Trustee”), the First Supplemental Indenture dated on or before April 1,
2009 issued pursuant thereto and any other supplemental indentures, notes or
other securities issued pursuant thereto or in connection therewith, as the same
may be amended, supplemented, extended or otherwise modified from time to time,
and/or (2) the Indenture dated as of January 1, 1999, between the Borrower and
The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank,
N.A., formerly JPMorgan Chase Bank, as successor to Chase Bank of Texas, N.A.),
as Trustee (the “1999
Indenture”), the Third Supplemental Indenture issued pursuant thereto and
any other supplemental indentures, notes or other securities issued pursuant
thereto or in connection therewith, as the same may be amended, supplemented,
extended or otherwise modified from time to time; provided that the
Administrative Agent and the Lenders shall have received satisfactory evidence
that all of the obligations outstanding under the 2008 Term Loan Credit
Agreement shall have been paid in full in cash, and the 2008 Term Loan Credit
Agreement shall have been terminated, prior to or substantially concurrently
with the initial incurrence of Indebtedness pursuant to the Note Facilities
Documentation.




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




(q)
Liens upon any property in favor of the First Mortgage Bond Trustee securing
Indebtedness under the Note Facilities Documentation and/or the 2009 Term Loan
Credit Agreement; provided that in the event that the aggregate principal amount
of Indebtedness secured by such Liens shall exceed $318,000,000 (i) the Borrower
Obligations shall concurrently be secured equally and ratably with (or prior to)
such Indebtedness so long as such other Indebtedness shall be secured and (ii)
the Borrower, the First Mortgage Bond Trustee and the Administrative Agent, for
the benefit of the Lenders, shall have entered into such supplemental indentures
and other documentation deemed necessary by the Administrative Agent in respect
of such Lien on terms and




2


conditions
acceptable to the Administrative Agent (including, without limitation, with
respect to the voting of claims and release or modification of any such Lien on
all or any portion of the collateral thereunder), and




1.4.
            Section 8.7 to
      the Credit Agreement is hereby amended to delete the current Section 8.7 in
      its entirety and to substitute the following new Section 8.7
      therefor:




The
Borrower will not (nor will it permit any of its Subsidiaries to) enter into any
contractual obligation that limits the ability (a) of any Subsidiary of the
Borrower to make Restricted Payments to the Borrower or to otherwise transfer
property to the Borrower or (b) of the Borrower to create, incur, assume or
suffer to exist Liens on its property in favor of the Administrative Agent, for
the benefit of the Lenders, other than (i) any such contractual obligation
contained in the Credit Documents; (ii) any such contractual obligation
contained in the “Credit Documents” as defined in the 2008 Term Loan Credit
Agreement (as such contractual obligations in such “Credit Documents” exist as
of the date hereof without giving effect to any subsequent amendment or other
modification to such contractual obligations); (iii) any such contractual
obligation contained in the “Credit Documents” (or any similar term) defined in
the 2009 Term Loan Credit Agreement to the extent such contractual obligations
in such “Credit Documents” (or any similar term) shall be no less favorable to
the Administrative Agent and the Lenders than such contractual obligations set
forth in the 2008 Term Loan Credit Agreement as of the date hereof without
giving effect to any subsequent amendment or other modification to such
contractual obligations; and (iv) any such contractual obligation contained in
the Note Facilities Documentation (which contractual obligation shall be on
terms no less favorable to the Administrative Agent and the Lenders than such
contractual obligations set forth in the 1999 Indenture, the draft Third
Supplemental Indenture thereto (draft stamp:  “Draft of 2/13/2009
61544.5”) as provided to the Administrative Agent and the lenders on February
18, 2008, and the draft First Mortgage Indenture (draft stamp:  “TS
Draft 03/04/09” and “2018235 v.9”) as provided to the Administrative Agent and
the Lenders on March 4, 2009, without giving effect to any amendment or other
modification to such contractual obligations).




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;




(B)
            the
      Amendment Fee (as defined below) payable for the account of each Lender
      executing this Amendment; and




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




3.  Amendment
Fee.  Each Lender that delivers a duly executed signature page
to this Amendment to the Administrative Agent’s counsel, Sidley Austin LLP,
Attention:  Praju Tuladhar, by facsimile or e-mail PDF copy
(fax:  312-853-7036; e-mail:  ptuladhar




3


@sidley.com)
by such time as requested by the Administrative Agent, shall be entitled to an
amendment fee (the “Amendment Fee”) equal
to 0.10% (10 basis points) multiplied by such consenting Lender’s Commitment
(calculated after giving effect to the reductions set forth in Section 4
below).




4.  Reductions of
Commitments.  The Borrower has notified the Administrative
Agent and the Lenders of its desire to permanently reduce the Revolving
Committed Amount to $75,000,000 in accordance with Section 2.1(d) of the
Credit Agreement.  On the terms set forth herein, effective as of the
date of, and substantially concurrently with, the initial incurrence of
Indebtedness pursuant to the Note Facilities Documentation (as such term is
defined after giving effect to this Amendment), Schedule 1.1(a) of
the Credit Agreement is hereby amended and restated in its entirety as set forth
on Attachment A attached hereto.




5.  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).




6.  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.






4


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




8.  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.




9.  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]




5


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











BORROWER:





TEXAS-NEW
MEXICO POWER COMPANY


a Texas
corporation








By:           /s/ Terry R.
Horn


Name:      Terry R.
Horn


Title:        Vice President &
Treasurer














Signature
Page to Amendment No. 2


LENDERS:





JPMORGAN CHASE BANK,
N.A.,


individually
in its capacity as a Lender and in


its
capacity as Administrative Agent and L/C Issuer








By:           /s/ Helen D.
Davis


Name:      Helen D.
Davis


Title:        Vice
President











UNION BANK OF CALIFORNIA,
N.A.,


individually
in its capacity as a Lender and in its capacity as Syndication
Agent








By:           /s/ Efrain
Soto


Name:      Efrain
Soto


Title:        Vice
President








Signature
Page to Amendment No. 2


SUNTRUST BANK,


individually
in its capacity as a Lender








By:           /s/ Andrew
Johnson


Name:      Andrew
Johnson


Title:        Director








Signature
Page to Amendment No. 2


WELLS FARGO BANK,
N.A.,


individually
in its capacity as a Lender








By:           /s/ Yann
Blindert


Name:      Yann
Blindert


Title:        Assistant Vice
President








Signature
Page to Amendment No. 2


KEYBANK NATIONAL
ASSOCIATION,


individually
in its capacity as a Lender








By:           /s/ Keven D.
Smith


Name:      Keven D.
Smith


Title:        Senior Vice
President








Signature
Page to Amendment No. 2


COMPASS BANK,


individually
in its capacity as a Lender








By:  ________________________


Name:  ______________________


Title:    ______________________








Signature
Page to Amendment No. 2


SOUTHWEST SECURITIES,
FSB,


individually
in its capacity as a Lender








By:           /s/ Lonnie
Warren


Name:      Lonnie
Warren


Title:        Regional
President





Signature
Page to Amendment No. 2


UNITED WESTERN
BANK,


individually
in its capacity as a Lender








By:           /s/ Michael
Saun


Name:      Michael
Saun


Title:        Senior Vice
President

















Signature
Page to Amendment No. 2


ATTACHMENT
A








SCHEDULE
1.1(a)









PRO RATA
SHARES







Lender
            Commitment
            Pro Rata ShareJPMorgan
      Chase Bank, N.A.
            $15,000,000
            20.000000%Union
      Bank of California, N.A.
            $15,000,000
            20.000000%SunTrust
      Bank
            $13,500,000
            18.000000%Wells
      Fargo Bank, N.A.
            $13,125,000
            17.500000%KeyBank
      National Association
            $11,250,000
            15.000000%United
      Western Bank
            $3,375,000
            4.500000%Compass
      Bank
            $1,875,000
            2.500000%Southwest
      Securities, FSB
            $1,875,000
            2.500000%Total
            $75,000,000
            100.000000%