Exhibit 10.9
EXECUTION
COPY
CONSENT AND WAIVER
DATED AS OF APRIL 5,
2005
TO
RECEIVABLES PURCHASE
AGREEMENT
DATED AS OF APRIL 8, 2003
THIS CONSENT AND WAIVER TO
RECEIVABLES PURCHASE AGREEMENT (" Consent ") is made
effective as of this 5th day of April, 2005 by and among PNM
Receivables Corp., a Delaware corporation (the " Seller "),
Public Service Company of New Mexico, a New Mexico corporation (the
" Servicer "), the Investors party to the hereinafter
identified and defined Receivables Purchase Agreement, Bank of
America, N.A., as successor-in-interest to Fleet Securities, Inc.,
as a Managing Agent, and Bank of America, N.A., as
successor-in-interest to Fleet Securities, Inc., as Deal Agent for
the Investors under such Receivables Purchase Agreement dated as of
April 8, 2003 (as amended by that certain Amendment No. 1 dated
June 19, 2003, that certain Amendment No. 2 dated April 6, 2004, as
modified by that certain Assignment dated April 28, 2004, as
amended by that certain Amendment No. 3 dated October 15, 2004, and
as modified hereby and as the same may hereafter be amended,
modified, supplemented or restated from time to time, the "
Receivables Purchase Agreement "). Capitalized terms
used herein and not otherwise defined herein shall have the meaning
given to them in the Receivables Purchase Agreement.
WITNESSETH
WHEREAS, the Seller, the Servicer,
the Investors, the Managing Agent and the Deal Agent are parties to
the Receivables Purchase Agreement;
WHEREAS, the Seller, the Servicer,
the Investors, the Managing Agent and the Deal Agent wish to amend
the Receivables Purchase Agreement;
WHEREAS, the Seller and the Servicer
wish to extend the Liquidity Termination Date under the Receivables
Purchase Agreement to April 4, 2006;
WHEREAS, the Investors, the Managing
Agent and the Deal Agent wish to grant the Consent 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 Seller, the
Servicer, the Investors, the Managing Agent and the Deal Agent have
agreed to the following:
1.
Waiver and Request for Extension . Pursuant to
Section 13.4 of the Agreement, the Seller hereby requests an
extension of the Liquidity Termination Date to April 4, 2006.
Each of the parties hereto consents to such extension and agrees to
waive the notice and timing requirements with regard to the
foregoing extension set forth in Section 13.4 of the Receivables
Purchase Agreement.
2.
Conditions of Effectiveness . The provisions of
Section 1 of this
