Filed by Bowne Pure Compliance





Exhibit 10.2




CONSENT AGREEMENT




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).



R E C I T A L S




WHEREAS, the Borrower, the Lenders party thereto and the Administrative Agent are parties to
that certain Credit Agreement, dated as of August 17, 2005 (as amended or modified from time to
time, the “Credit Agreement”);



WHEREAS, the Borrower has informed the Lenders that it has reached an agreement to sell its
natural gas operations to New Mexico Gas Company, Inc. on or around December 31, 2008, for
$620,000,000 in cash as provided in the Asset Purchase Agreement by and among the Borrower,
Continental Energy Systems LLC and New Mexico Gas Company, Inc. dated January 12, 2008 (such
transaction, the “Natural Gas Operations Sale”); and



WHEREAS, the Borrower has requested that the Administrative Agent and Lenders consent to the
Natural Gas Operations Sale.



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. Consent. Notwithstanding Sections 8.1 and 8.3 of the Credit Agreement, the
Required Lenders hereby consent to the Natural Gas Operations Sale and agree that the consummation
of the Natural Gas Operations Sale will not create a Default or an Event of Default under Sections
8.1 or 8.3, it being understood that the aggregate value of the Natural Gas Operations Sale shall
be counted in evaluating whether any future sale in calendar year 2008 meets the requirements in
Section 8.3(b) of the Credit Agreement.



2. Conditions Precedent. This Agreement shall be effective upon satisfaction of the
following conditions precedent:




(a) Receipt by the Administrative Agent of copies of this Agreement duly executed by
the Borrower and the Required Lenders; and




(b) Payment to each Lender executing this Agreement on or prior to August 7, 2008 of a
fee equal to 0.15% of such Lender’s Commitment.



3. Ratification of Credit Agreement. The term “Credit Agreement” as used in each of
the Credit Documents shall hereafter mean the Credit Agreement as amended by this Agreement.
Except as herein specifically agreed, the Credit Agreement is hereby ratified and confirmed and
shall remain in full force and effect according to its terms.


 


 









 






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 Agreement.




(b) This Agreement has been duly executed and delivered by such Person and constitutes
such Person’s legal, valid and binding obligations, enforceable in accordance with its
terms, except as such enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting
creditors’ rights generally and (ii) general principles of equity (regardless of whether
such enforceability is considered in a proceeding at law or in 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 such Person of this Agreement.



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
Credit 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 Credit Documents or to the extent it has any they are hereby released in
consideration of the Lenders entering into this Agreement.



6. No Conflicts. Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated herein, nor performance of and compliance with the
terms and provisions hereof by the Borrower will (a) violate, contravene or conflict with any
provision of its respective articles or certificate of incorporation, bylaws or other
organizational or governing document, (b) violate, contravene or conflict with any law, rule,
regulation, 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 or (d) result in or
require the creation of any Lien upon or with respect to the Borrower’s properties.



7. Counterparts/Telecopy. This Agreement 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 shall
be effective as an original and shall constitute a representation that an original will be
delivered if requested.



8. GOVERNING LAW. THIS AGREEMENT 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.



[remainder of page intentionally left blank]



 


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



	 	 	 	 	 
	BORROWER:	 	PUBLIC SERVICE COMPANY OF NEW MEXICO,
	 	 	a New Mexico corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Terry R. Horn
	 

	 	 	 	 
	 

	 	Name:
	 	Terry R. Horn
	 

	 	Title:
	 	Vice President and Treasurer
	 
	 	 	 	 
	ADMINISTRATIVE AGENT:
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
	 	 	as Administrative Agent and as Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Frederick W. Price
	 

	 	 	 	 
	 

	 	Name:
	 	Frederick W. Price
	 

	 	Title:
	 	Managing Director






PUBLIC SERVICE COMPANY OF NEW MEXICO

CONSENT AGREEMENT



 


 









 





	 	 	 	 	 
	LENDERS:	 	UNION BANK OF CALIFORNIA, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Efrain Soto
	 

	 	 	 	 
	 

	 	Name:
	 	Efrain Soto
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard L. Stein
	 

	 	 	 	 
	 

	 	Name:
	 	Richard L. Stein
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Helen D. Davis
	 

	 	 	 	 
	 

	 	Name:
	 	Helen D. Davis
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	CITIBANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Todd C. Davis
	 

	 	 	 	 
	 

	 	Name:
	 	Todd Davis
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	MERRILL LYNCH BANK USA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Louis Alder
	 

	 	 	 	 
	 

	 	Name:
	 	Louis Alder
	 

	 	Title:
	 	First Vice President
	 
	 	 	 	 
	 	 	MORGAN STANLEY BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Elizabeth Hendricks
	 

	 	 	 	 
	 

	 	Name:
	 	Elizabeth Hendricks
	 

	 	Title:
	 	Authorized Signatory






PUBLIC SERVICE COMPANY OF NEW MEXICO

CONSENT AGREEMENT



 


 









 





	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Iria R. Otsa
	 	/s/ Richard L. Tavrow
	 	 	 	 	 
	 

	 	Name:
	 	Iria R. Otsa
	 	Richard L. Tavrow
	 

	 	Title:
	 	Associate Director
	 	Director
	 
	 	 	 	 	 	 
	 	 	LEHMAN BROTHERS BANK, FSB
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Janine M. Shugan	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Janine M. Shugan	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	WILLIAM STREET COMMITMENT CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brian Caldwell	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Brian Caldwell	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Mikhail Faybusovich
	 	 	 	 	 
	 

	 	Name:
	 	Mikhail Faybusovich	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Daniel Conklin	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Daniel Conklin	 	 
	 

	 	Title:
	 	Vice President	 	 






PUBLIC SERVICE COMPANY OF NEW MEXICO

CONSENT AGREEMENT



 


 









 





	 	 	 	 	 
	 	 	U S BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Holland H. Williams
	 

	 	 	 	 
	 

	 	Name:
	 	Holland H. Williams
	 

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jennifer Diedzic
	 

	 	 	 	 
	 

	 	Name:
	 	Jennifer Diedzic
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark W. Rogers
	 

	 	 	 	 
	 

	 	Name:
	 	Mark W. Rogers
	 

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	ROYAL BANK OF CANADA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jay T. Sartain
	 

	 	 	 	 
	 

	 	Name:
	 	Jay T. Sartain
	 

	 	Title:
	 	Authorized Signatory
	 
	 	 	 	 
	 	 	BANK OF ALBUQUERQUE, N.A.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	COMPASS BANK
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






PUBLIC SERVICE COMPANY OF NEW MEXICO

CONSENT AGREEMENT



 


 









 





	 	 	 	 	 	 	 
	 	 	BANK HAPOALIM B.M.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Helen H. Gateson
	 	/s/ Charles McLaughlin
	 	 	 	 	 
	 

	 	Name:
	 	Helen H. Gateson
	 	Charles McLaughlin
	 

	 	Title:
	 	Vice President
	 	Senior Vice President






PUBLIC SERVICE COMPANY OF NEW MEXICO

CONSENT AGREEMENT