**Exhibit 10.9EXECUTION COPY**

**CONSENT AND WAIVER**

**DATED AS OF APRIL 5, 2005**

**TO**

**RECEIVABLES PURCHASE AGREEMENT**

**DATED AS OFAPRIL 8, 2003**

THIS CONSENT ANDWAIVER TO RECEIVABLES PURCHASE AGREEMENT ("**Consent**") is made effectiveas of this 5th day of April, 2005 by and among PNM Receivables Corp., aDelaware corporation (the "Seller"), Public Service Company of NewMexico, a New Mexico corporation (the "Servicer"), the Investors partyto the hereinafter identified and defined Receivables Purchase Agreement, Bankof America, N.A., as successor-in-interest to Fleet Securities, Inc., as aManaging Agent, and Bank of America, N.A., as successor-in-interest to FleetSecurities, Inc., as Deal Agent for the Investors under such ReceivablesPurchase Agreement dated as of April 8, 2003 (as amended by that certain AmendmentNo. 1 dated June 19, 2003, that certain Amendment No. 2 dated April 6, 2004, asmodified by that certain Assignment dated April 28, 2004, as amended by thatcertain Amendment No. 3 dated October 15, 2004, and as modified hereby and asthe same may hereafter be amended, modified, supplemented or restated from timeto time, the "**Receivables Purchase Agreement**").  Capitalized terms usedherein and not otherwise defined herein shall have the meaning given to them inthe Receivables Purchase Agreement.

WITNESSETH

WHEREAS, theSeller, the Servicer, the Investors, the Managing Agent and the Deal Agent areparties to the Receivables Purchase Agreement; 

WHEREAS, theSeller, the Servicer, the Investors, the Managing Agent and the Deal Agent wishto amend the Receivables Purchase Agreement;

WHEREAS, the Sellerand the Servicer wish to extend the Liquidity Termination Date under theReceivables Purchase Agreement to April 4, 2006;

WHEREAS, theInvestors, the Managing Agent and the Deal Agent wish to grant the Consent onthe terms and conditions set forth herein:

NOW, THEREFORE, inconsideration of the premises set forth above, the terms and conditionscontained herein, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the Seller, the Servicer, theInvestors, the Managing Agent and the Deal Agent have agreed to the following:

1.               Waiver and Request for Extension.   Pursuant to Section 13.4of the Agreement, the Seller hereby requests an extension of the LiquidityTermination Date to April 4, 2006.  Each of the parties hereto consents to suchextension and agrees to waive the notice and timing requirementswith regard to the foregoing extension set forth in Section 13.4 of the ReceivablesPurchase Agreement.

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2.               Conditions of Effectiveness.  The provisions of Section 1 of thisConsent shall not become effective unless this Consent shall have been executedby the Seller, the Servicer, the Investors, the Managing Agent and the DealAgent.

3.               Representations and Warranties of the Seller and Servicer.  TheSeller and Servicer hereby represent and warrant as follows:

3.1.           The Seller and Servicer have the legal power and authority to executeand deliver this Consent and the officers of the Seller and Servicer executingthis Consent have been duly authorized to execute and deliver the same and bindthe Seller and Servicer with respect to the provisions hereof.

3.2.           This Consent and the Receivables Purchase Agreement as previouslyexecuted and as modified hereby, constitute legal, valid and bindingobligations of the Seller and Servicer, enforceable against them in accordancewith their terms (except as enforceability may be limited by bankruptcy,insolvency or similar laws affecting the enforcement of creditor's rightsgenerally).

3.3.           Upon the effectiveness of this Consent, the Seller and Servicer herebyreaffirm all covenants, representations and warranties made in the ReceivablesPurchase Agreement and the other Transaction Documents to the extent the sameare not modified hereby, and agrees that all such covenants, representationsand warranties shall be deemed to have been remade as of the effective date ofthis Consent.

3.4.           There exists no Amortization Event.

4.               Reference to the Effect on the Receivables Purchase Agreement.

4.1.           Upon the effectiveness of Section 1, on and after the date hereof, eachreference in the Receivables Purchase Agreement to "this Receivables PurchaseAgreement," "hereunder," "hereof," "herein" or words of like import in each ofthe Loan Documents shall mean and be a reference to the Receivables PurchaseAgreement as modified hereby.

4.2.           Except as specifically modified above, the Receivables PurchaseAgreement and all other documents, instruments and agreements executed and/ordelivered in connection therewith, shall remain in full force and effect, andare hereby ratified and confirmed.

4.3.           Except as specifically stated above, the execution, delivery andeffectiveness of this Consent shall not operate as a waiver of any right, powerof remedy of the Deal Agent, the Managing Agent or the Investors, norconstitute a waiver of any provision of the Receivables Purchase Agreement orany other documents, instruments and agreements executed and/or delivered inconnection therewith.  

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The Deal Agent, on behalf of itself and the Investors,hereby expressly reserves all of the Deal Agent's and the Investors' rights andremedies under the Receivables Purchase Agreement, the other TransactionDocuments and applicable law in respect of any Amortization Events under theReceivables Purchase Agreement and the other Transaction Documents.  

5.              Headings.  Section headings in this Consent are included hereinfor convenience of reference only and shall not constitute a part of this Consentfor any other purpose.

6.              Counterparts.  This Consent may be executed in any number ofcounterparts, all of which taken together shall constitute one agreement, andany of the parties hereto may execute this Agreement by signing any suchcounterpart.

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IN WITNESS WHEREOF, this Consent has been dulyexecuted as of the day and year first above written.

**PNM RECEIVABLES CORP., asSeller**

By:       /s/ Terry R. Horn                                                          Name:  Terry R. HornTitle:     Treasurer

**PUBLIC SERVICE COMPANY OF NEWMEXICO, as Servicer**By:       /s/ Terry R. Horn                                                          Name:  Terry R. HornTitle:     Treasurer

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**YC SUSI TRUST, as ConduitInvestor**

** By:  Bank of America, N.A., asAdministrative Trustee**

By:       /s/ Charu Mani                                                             Name:  Charu ManiTitle:     Vice President

**BANK OF AMERICA, N.A., as Alternate Investor**

** **By:       /s/ Charu Mani                                                             Name:  Charu ManiTitle:     Vice President

**BANK OFAMERICA, N.A., as Managing Agent and as                                                                                 Deal Agent**

By:       /s/ Charu Mani                                                             Name:  Charu ManiTitle:     Vice President