EXHIBIT 10.1
INVESTMENT
AGREEMENT
This
INVESTMENT AGREEMENT dated as of June 6, 2005 (this "
Agreement ") is between PNM Resources, Inc., a New Mexico
corporation (" Resources "), and TNP Enterprises, Inc., a
Texas corporation (" TNPE ").
WHEREAS,
Resources has acquired 100% of the issued and outstanding common
stock, no par value, of TNPE from SW Acquisition, L.P., pursuant to
that certain Stock Purchase Agreement dated as of July 24, 2004
(the " SPA ");
WHEREAS, in
furtherance of its obligations under Section 6.07 of the SPA,
Resources has caused TNPE to issue the notices of redemption
contemplated by paragraphs (a) and (b) of such Section 6.07;
and
WHEREAS, in
connection with the consummation of its acquisition of all of the
common stock of TNPE, Resources is providing funds to TNPE so that,
when taken together with other funds available to TNPE, TNPE will
have sufficient funds to effect (i) the payment in full of all
amounts due and payable under the Credit Agreement as contemplated
by paragraph (c) of Section 6.07 of the SPA and (ii) the
redemptions pursuant to paragraphs (a) and (b) of such Section
6.07;
NOW,
THEREFORE, in consideration of the promises and representations and
warranties set forth herein, the parties hereto agree as
follows:
1.
Resources agrees that it will provide to TNPE such amounts as, when
taken together with other funds available to TNPE for such purpose
(including, but without limitation, funds provided by the
subsidiaries of TNPE, whether by way of dividend or distribution,
repayment of intercompany advances, loan or otherwise), shall be
necessary to enable TNPE timely to effect (i) the final prepayment
in full of all amounts due and payable under the Credit Agreement
in connection with the prepayment in full thereunder and (ii) the
final redemption in full on July 6, 2005 of TNPE's (A) 10.25%
Notes, (B) Series D Preferred Stock and (C) Series C Preferred
Stock. Cash amounts to be provided by Resources shall be
provided as cash equity contributions to TNPE, in each case on such
terms and conditions as Resources and TNPE shall agree (such terms
and conditions to be appropriately reflected on the respective
books and records of the parties). On or about the date of
this Agreement, Resources shall make a cash equity contribution to
TNPE in the amount of $111,084,782.23 for the purpose of paying in
full all amount due and payable under the Credit
Agreement.
2.
Each of Resources and TNPE hereby represent and warrant to the
other as follows:
(a) It
is a corporation duly organized, validly existing and in good
standing under the laws of its respective jurisdiction of
organization and has all requisite corporate power and authority to
own and operate its
