Exhibit



Exhibit 10.3
EXECUTION COPY



 


FIRST AMENDMENT TO TERM LOAN AGREEMENT


THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is dated as of November 28, 2017 among PNM RESOURCES, INC., a New Mexico corporation (the “Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., 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 Loan Agreement (as defined below).


R E C I T A L S


WHEREAS, the Borrower, the Lenders party thereto and the Administrative Agent are parties to that certain Term Loan Agreement, dated as of December 21, 2016 (as amended or modified from time to time, the “Loan Agreement”);


WHEREAS, the Borrower has requested a modification to the Loan Agreement as described below; and


WHEREAS, the Administrative Agent and the Lenders party hereto are willing to agree to such modification, subject to the terms set forth herein as more fully set forth below.


NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


A G R E E M E N T


1.Amendment to Loan Agreement.  The following definition of “Applicable Percentage” in Section 1.1 of the Loan Agreement is amended and restated in its entirety to read as follows: 


“Applicable Percentage” means, (a) for Eurodollar Loans, (i) 0.95% from the Closing Date to and including November 30, 2017, (ii) 0.775% from December 1, 2017 to and including September 30, 2018 and (iii) 0.95% from October 1, 2018 to the Maturity Date and (b) for Base Rate Loans, 0.00%.


2.Effectiveness.  This Amendment shall be effective as of the date first written above; provided that on or before such date the Administrative Agent shall have received (i) copies of this Amendment duly executed by the Borrower, the Administrative Agent and the Lenders and (ii) payment of the fees and expenses of counsel for the Administrative Agent in connection with this Amendment.
 
3.Ratification of Loan Agreement.  The term “Loan Agreement” as used in each of the Loan Documents shall hereafter mean the Loan Agreement as amended and modified by this Amendment and as amended and modified from time to time hereafter.  Except as herein specifically agreed, the Loan Agreement, as amended by this Amendment, is hereby ratified and confirmed and shall remain in full force and effect according to its terms.  Each party hereto acknowledges and consents to the modifications set forth herein and agrees that, other than as explicitly set forth in Section 1 above, this Amendment does not impair, reduce or limit any of its obligations under the Loan Documents (including, without limitation, 


 
        







the indemnity obligations set forth therein) and that, after the date hereof, this Amendment shall constitute a Loan Document.
 
4.Authority/Enforceability.  The Borrower represents and warrants as follows:


(a)    It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.


(b)    This Amendment has been duly executed and delivered by the Borrower and constitutes the Borrower’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws or similar laws affecting creditors’ rights generally or by general principles of equity. 


(c)    No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by the Borrower of this Amendment that has not been obtained or completed.


5.Representations and Warranties.  The Borrower represents and warrants to the Lenders that (a) the representations and warranties of the Borrower set forth in Section 6 of the Loan Agreement are true and correct as of the date hereof, unless they specifically refer to an earlier date, (b) no event has occurred and is continuing which constitutes a Default or an Event of Default, and (c) it has no claims, counterclaims, offsets, credits or defenses to its obligations under the Loan Documents, or to the extent it has any, they are hereby released in consideration of the Lenders party hereto entering into this Amendment.


6.No Conflicts.  The Borrower represents and warrants that the execution and delivery of this Amendment, the consummation of the transactions contemplated herein and in the Loan Agreement (before and after giving effect to this Amendment), and the performance of and compliance with the terms and provisions hereof by the Borrower will not (a) violate, contravene or conflict with any provision of its articles or certificate of incorporation, bylaws or other organizational or governing document, (b) violate, contravene or conflict with any law, rule, regulation (including, without limitation, Regulation U and Regulation X), order, writ, judgment, injunction, decree or permit applicable to the Borrower, (c) violate, contravene or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which the Borrower is a party or by which it or its properties may be bound, the violation of which would have or would be reasonably expected to have a Material Adverse Effect or (d) result in or require the creation of any Lien upon or with respect to the Borrower’s properties.


7.Counterparts/Telecopy.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of executed counterparts by telecopy or by electronic format (.pdf) shall be effective as an original.


8.GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.






    








Each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.




BORROWER:
 
PNM RESOURCES, INC.,
a New Mexico corporation


By:___/s/ Elisabeth Eden______________________
Name:    Elisabeth Eden                
Title:    Vice President and Treasurer            






Signature Page to 
PNM RESOURCES, INC.  FIRST AMENDMENT TO LOAN AGREEMENT








LENDER:
 
JPMORGAN CHASE BANK, N.A.,
individually in its capacity as a Lender and in its capacity as Administrative Agent 


By: _/s/ Helen D. Davis_____________________
Name:__ Helen D. Davis____________________
Title:___Executive Director_________________
 




Signature Page to 
PNM RESOURCES, INC.  FIRST AMENDMENT TO LOAN AGREEMENT