0001362310-08-004592 Sample Contracts

CONSENT AGREEMENT
Consent Agreement • August 13th, 2008 • PNM Resources Inc • Electric services • New York

THIS CONSENT AGREEMENT (this “Agreement”) is entered into as of August 12, 2008 among PUBLIC SERVICE COMPANY OF NEW MEXICO (the “Borrower”), the Lenders party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

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FIRST AMENDMENT TO THE REIMBURSEMENT AGREEMENT
Reimbursement Agreement • August 13th, 2008 • PNM Resources Inc • Electric services • New York

This First Amendment to the Reimbursement Agreement (this “Amendment”) dated as of August 7, 2008, is among PUBLIC SERVICE COMPANY OF NEW MEXICO (the “Borrower”), the lenders party hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

FIRST AMENDMENT TO THE DELAYED DRAW TERM LOAN AGREEMENT
Delayed Draw Term Loan Agreement • August 13th, 2008 • PNM Resources Inc • Electric services • New York

FIRST AMENDMENT, dated as of August 7, 2008 (this “Amendment”), to the Delayed Draw Term Loan Agreement, dated as of May 5, 2008 (as amended, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico corporation, (the “Borrower”), the Lenders party thereto from time to time (the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents (the “Co-Syndication Agents”), MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent (the “Administrative Agent”), and the Arrangers. Unless otherwise indicated, capitalized terms used but not defined herein shall have the respective meanings set forth in the Term Loan Agreement.

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