**EXHIBIT 99.1**

**EXECUTION COPY**

**REMARKETINGAGREEMENT**

October 7, 2005

Banc of America Securities LLC9 West 57th StreetNew York, NY  10019

U.S. Bank National Association100 Wall Street, Suite 1600New York, NY  10005

Ladies and Gentlemen:

This Remarketing Agreement is dated as of October 7, 2005 (the**"Agreement"**) among PNM Resources, Inc., a New Mexico corporation (the **"Company"**),Banc of America Securities LLC, as the Remarketing Agent (the **"RemarketingAgent"**), and U.S. Bank National Association, a national banking association,not individually but solely as Purchase Contract Agent (the **"PurchaseContract Agent"**) and as attorney-in-fact of the holders of PurchaseContracts (as defined in the Purchase Contract Agreement referred to below).

Section 1.                 Definitions.

(a)               Capitalized terms used and not defined in this Agreement shallhave the respective meanings set forth in the Purchase Contract Agreement,dated as of October 7, 2005, between the Company and U.S. Bank NationalAssociation, as Purchase Contract Agent, as amended from time to time (the **"PurchaseContract Agreement"**).

(b)              As used in this Agreement, the following terms have the followingmeanings:

**"Agreement"**has the meaning set forth in the firstparagraph of this agreement.

**"Company"** has the meaning set forth in the firstparagraph of this Agreement.

**"Depositary"** means a clearing agency registeredunder Section 17A of the Exchange Act that is designated by the Company to actas Depositary for the Units.

**"Depositary Participant"** means a broker, dealer,bank, other financial institution or other Person for whom from time to timethe Depositary effects book-entry transfers and pledges of securities depositedwith the Depositary.

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**"Most Recent Agreement"**means the underwritingagreement to which the Company or Public Service Company of New Mexico (**"PNM"**)is a party with respect to the issuance and sale by the Company or PNM, as thecase may be, of its senior unsecured notes or securities comprised in part ofits senior unsecured notes, which agreement was entered into most recentlyprior to the Remarketing Date.

**"Preliminary Prospectus"** means any preliminaryprospectus relating to the Remarketed Senior Notes included in the RegistrationStatement or supplementing such Registration Statement pursuant to Rule 424(b)under the Securities Act, including the documents incorporated by referencetherein as of the date of such Preliminary Prospectus; and any reference to anyamendment or supplement to such Preliminary Prospectus shall be deemed to referto and include any documents filed after the date of such PreliminaryProspectus under the Exchange Act, and incorporated by reference in suchPreliminary Prospectus.

**"Prospectus"** means the prospectus relating to theRemarketed Senior Notes included in the Registration Statement, in the form inwhich it was first used by the Remarketing Agent to confirm sales of theRemarketed Senior Notes in the Remarketing, including the documents incorporatedby reference therein as of the date of such Prospectus; and any reference toany amendment or supplement to such Prospectus shall be deemed to refer to andinclude any documents filed after the date of such Prospectus under theExchange Act, and incorporated by reference in such Prospectus.

**"Purchase Contract Agent"** has the meaning set forthin the first paragraph of this Agreement.

**"Registration Statement"** means a registrationstatement under the Securities Act of 1933, as amended (the **"Securities Act"**)prepared by the Company pursuant to **Section 5** hereunder covering, interalia, the Remarketing of the Remarketed Senior Notes, including all exhibitsthereto and the documents incorporated by reference in the prospectus containedin such registration statement, and any post-effective amendments thereto.

**"Remarketed Senior Notes"** means the Pledged SeniorNotes and the Separate Senior Notes, if any, subject to Remarketing asidentified to the Remarketing Agent by the Purchase Contract Agent and theCustodial Agent, respectively, after 11:00 a.m., New York City time, on theBusiness Day immediately preceding the applicable Remarketing Date, and shallinclude: (a) (i) in the case of the Initial Remarketing, the Pledged SeniorNotes and (ii) in the case of the Final Remarketing, the Senior Notes of theHolders of Corporate Units who have not notified the Purchase Contract Agent onor prior to 5:00 p.m., New York Time, on the fifth Business Day immediatelypreceding the Purchase Contract Settlement Date of their intention to effect aCash Settlement of the related Purchase Contracts pursuant to the terms of thePurchase Contract Agreement or who have so notified the Purchase Contract Agentbut failed to make the required cash payment on the fourth Business Dayimmediately preceding the Purchase Contract Settlement Date pursuant to theterms of the Purchase Contract Agreement, and (b) the Separate Senior Notes ofthe holders of Separate Senior Notes, if any, who have elected to have theirSeparate Senior Notes be remarketed in such Remarketing pursuant to the termsof the Purchase Contract Agreement.

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**"Remarketing"** means the remarketing of theRemarketed Senior Notes pursuant to this Agreement.

**"Remarketing Agent"** means Banc of AmericaSecurities LLC or any successor remarketing agent appointed by the Companypursuant to **Section 10** hereof.

**"Remarketing Date"** means either the InitialRemarketing Date (as defined herein) or the Final Remarketing Date (as definedherein), as context requires.

**"Remarketing Materials"** means the PreliminaryProspectus, the Prospectus or any other information furnished by the Company tothe Remarketing Agent for distribution to investors in connection with theRemarketing.

**"Senior Notes"** means the senior notes due 2010 ofthe Company.

**"Transaction Documents"** means this Agreement, thePurchase Contract Agreement, the Pledge Agreement and the Indenture, in eachcase as amended or supplemented from time to time.

Section 2.                 Appointment and Obligations of the Remarketing Agent.

(a)               The Company hereby appoints Banc of America Securities LLC as theexclusive Remarketing Agent, and, subject to the terms and conditions set forthherein, Banc of America Securities LLC hereby accepts appointment asRemarketing Agent, for the purpose of (i) Remarketing the Remarketed SeniorNotes on behalf of the holders thereof, (ii) determining, in consultation withthe Company, in the manner provided for herein and in the Purchase ContractAgreement and the Indenture, the Reset Rate for the Senior Notes, and (iii)performing such other duties as are assigned to the Remarketing Agent in theTransaction Documents.

(b)              Unless a Special Event Redemption has occurred prior to suchdate, on the third Business Day immediately preceding August 16, 2008 (the **"InitialRemarketing Date"**), the Remarketing Agent shall use commercially reasonableefforts to remarket (based on the Reset Rate) (the **"Initial Remarketing"**)the Remarketed Senior Notes, at a price (the **"Remarketing Price"**) equalto approximately 100.25% (or, if the Remarketing Agent is unable to remarketthe Remarketed Senior Notes at such a rate, at a rate below 100.25% in the discretionof the Remarketing Agent, but in no event less than 100.00%) of the sum of theTreasury Portfolio Purchase Price and the Separate Senior Notes Purchase Price.

(c)               In the case of a Failed Initial Remarketing and unless a SpecialEvent Redemption has occurred prior to such date, on the third Business Day immediatelypreceding the Purchase Contract Settlement Date (the **"Final Remarketing Date"**),the Remarketing Agent shall use its commercially reasonable efforts to remarket(based on the Reset Rate) (the **"Final Remarketing"**) the RemarketedSenior Notes at a price (the **"Final Remarketing Price"**) equal to approximately100.25% (or, if the Remarketing Agent is unable to remarket the RemarketedSenior Notes at such a rate, at a rate below 100.25% in the discretion of theRemarketing Agent, but in no event less than 100.00%) of the aggregateprincipal amount of the Remarketed Senior Notes being remarketed in such FinalRemarketing.  It is understood and agreed that the Remarketing on any RemarketingDate will be considered successful and no further attempts will be made if theresulting proceeds are at least 100% of the sum of the Treasury PortfolioPurchase Price and the Separate Senior Notes Purchase Price, in the case of theInitial Remarketing, and at least 100% of the aggregate principal amount of theRemarketed Senior Notes, in the case of the Final Remarketing.

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(d)              In connection with each Remarketing, the Remarketing Agent shall determine,in consultation with the Company, the rate per annum, rounded to the nearestone-thousandth (0.001) of one percent per annum, that the Senior Notes shouldbear (the **"Reset Rate"**) in order for the Remarketed Senior Notes to havean aggregate market value equal to the Remarketing Price or the Final RemarketingPrice, as the case may be, and that in the sole reasonable discretion of theRemarketing Agent will enable it to remarket all of the Remarketed Senior Notesat the Remarketing Price or Final Remarketing Price, as the case may be, insuch Remarketing.

(e)               In the event of a Failed Remarketing or if no Senior Notes are includedin Corporate Units, and if none of the holders of the Separate Senior Noteselect to have Senior Notes be remarketed in such Remarketing, the applicableinterest rate on the Senior Notes will not be reset and will continue to be theCoupon Rate set forth in the Indenture as supplemented from time to time.

(f)                If, by 4:00 p.m. (New York City time) on the applicableRemarketing Date, (i) the Remarketing Agent is unable to remarket all of theRemarketed Senior Notes at the Remarketing Price or the Final RemarketingPrice, as the case may be, pursuant to the terms and conditions hereof or (ii)the Remarketing did not occur on such Remarketing Date because one of theconditions set forth in **Section 7** hereof was not satisfied, a FailedRemarketing shall be deemed to have occurred, and the Remarketing Agent shallso advise, by telephone, the Depositary, the Purchase Contract Agent and theCompany.  Whether or not there has been a Failed Remarketing will be determinedin the sole reasonable discretion of the Remarketing Agent.  Promptly followingany Failed Remarketing, the Remarketing Agent shall return Separate SeniorNotes submitted for remarketing, if any, to the Custodial Agent fordistribution to the appropriate Holders.

(g)               In the event of a Successful Remarketing, by approximately 4:30p.m. (New York City time) on the applicable Remarketing Date, the RemarketingAgent shall advise, by telephone:

(i)                 the Depositary, the Purchase Contract Agent and the Company of theReset Rate determined by the Remarketing Agent in such Remarketing and thenumber of Remarketed Senior Notes sold in such Remarketing; and

(ii)               each purchaser (or the Depositary Participant thereof) of RemarketedSenior Notes of the Reset Rate and the number of Remarketed Senior Notes suchpurchaser is to purchase; and 

(iii)              each such purchaser to give instructions to its Depositary Participantto pay the purchase price on the third Business Day immediately following thedate of such Successful Remarketing in same-day funds against delivery of theRemarketed Senior Notes purchased through the facilities of the Depositary.

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The Remarketing Agent shall also, if required by theSecurities Act or the rules and regulations promulgated thereunder, deliver toeach purchaser a Prospectus in connection with the Remarketing.

(h)               After deducting any fees specified in **Section 4** below, theproceeds from a Successful Remarketing (i) with respect to the Senior Notesthat are components of the Corporate Units, shall be paid to the CollateralAgent in accordance with **Sections 5.07** and **7.05** of the PledgeAgreement, as the case may be, and **Section 5.02** of the Purchase ContractAgreement and (ii) with respect to the Separate Senior Notes, shall be paid tothe Custodial Agent for payment to the holders of such Separate Senior Notes inaccordance with **Section 5.02** of the Purchase Contract Agreement and **Sections5.07** and **7.05** of the Pledge Agreement.

(i)                 The right of each holder of Separate Senior Notes or CorporateUnits to have Remarketed Senior Notes remarketed and sold on any RemarketingDate shall be subject to the conditions that (i) the Remarketing Agent conductsa Remarketing pursuant to the terms of this Agreement, (ii) a Special Event Redemptionhas not occurred prior to such Remarketing Date, (iii) the Remarketing Agent isable to find a purchaser or purchasers for Remarketed Senior Notes at theRemarketing Price or the Final Remarketing Price, as the case may be, based onthe Reset Rate, and (iv) such purchaser or purchasers deliver the purchaseprice therefor to the Remarketing Agent as and when required.

(j)                It is understood and agreed that the Remarketing Agent shall nothave any obligation whatsoever to purchase any Remarketed Senior Notes, whetherin the Remarketing or otherwise, and shall in no way be obligated to providefunds to make payment upon tender of Senior Notes for Remarketing or tootherwise expend or risk its own funds or incur or to be exposed to financialliability in the performance of its duties under this Agreement, and withoutlimitation of the foregoing, the Remarketing Agent shall not be deemed anunderwriter of the Remarketed Senior Notes.  The Company shall similarly not beobligated in any case to provide funds to make payment upon tender of theSenior Notes for Remarketing.

Section 3.                 Representations and Warranties of the Company.  The Company represents and warrants (i) on and asof the date any Remarketing Materials are first distributed in connection withthe Remarketing (the **"Commencement Date"**) and (ii) on and as of theapplicable Remarketing Date that:

(a)               Each of the representations and warranties of the Company or PNM,as the case may be, in the Most Recent Agreement are, as to the Company  *mutatismutandis* (with respect to the Remarketed Senior Notes and thecircumstances of their remarketing), true and correct (with suchrepresentations and warranties, as so modified, being set forth at length in acertificate by the Company as to the Company to be delivered pursuant to **Section7(a)** hereof).

(b)              The Registration Statement, if any, in the form delivered priorto the applicable date set forth in the first paragraph of this **Section 3**or to be delivered to the Remarketing Agent, has been declared effective by theSecurities and Exchange Commission (the **"Commission"**) under theSecurities Act and no stop order suspending the effectiveness of theRegistration Statement has been issued and no proceeding for that purpose hasbeen initiated or, to the best knowledge of the Company, threatened by theCommission.

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(c)               The documents incorporated by reference in the Prospectus, ifany, at the time when they were filed with the Commission, complied in allmaterial respects with the requirements of the Exchange Act and the rules andregulations of the Commission thereunder, and, when read together with theother information in the Prospectus, if any, at the time the RegistrationStatement and any amendments thereto became effective, and at the CommencementDate, applicable Remarketing Date and applicable settlement date, will not containan untrue statement of a material fact or omit to state a material fact requiredto be stated therein or necessary in order to make the statements therein, inlight of the circumstances under which they were made, not misleading; *provided*,*however*, that this representation and warranty shall not apply to anystatements or omissions made in reliance upon and in conformity withinformation relating to the Remarketing Agent furnished in writing to the Companyby the Remarketing Agent or its counsel expressly for use in the Prospectus.

(d)              The Registration Statement, if any, complies, and anypost-effective amendment thereto, any Rule 462(b) Registration Statement andany Remarketing Materials (and any amendment or supplement thereto) will complyin all material respects with the requirements of the Securities Act and therules and regulations promulgated thereunder, and the Trust Indenture Act, andthe Registration Statement as amended and supplemented by the Prospectus, any post-effectiveamendment thereto and any Rule 462(b) Registration Statement do not and willnot, as of the applicable effective date thereof, contain any untrue statementof a material fact or omit to state a material fact required to be statedtherein or necessary to make the statements therein not misleading.  TheProspectus, if any, as amended or supplemented, as of its date, and any furthersupplements to the Prospectus, as of the applicable filing date as to any suchsupplement and any Remarketing Materials (and any amendment or supplementthereto), as of the date of such Remarketing Materials and the RemarketingDate, do not and will not contain any untrue statement of a material fact oromit to state a material fact necessary in order to make the statements therein,in the light of the circumstances under which they were made, not misleading.  Norepresentation and warranty is made as to any statement of eligibility on FormT-1 filed or incorporated by reference as part of the Registration Statement,the Prospectus or the Remarketing Materials, or as to statements in oromissions from the Registration Statement, the Prospectus or the RemarketingMaterials made in reliance upon and in conformity with written informationfurnished to the Company by the Remarketing Agent.

(e)               This Agreement has been duly authorized, executed and deliveredby the Company.

Section 4.                 Fees.

(a)               In the event of a Successful Initial Remarketing of theRemarketed Senior Notes, the Remarketing Agent will retain from any proceeds ofthe Successful Remarketing as a remarketing fee an amount equal to the lesserof (i) 25 basis points (.25%) of the sum of the Treasury Portfolio PurchasePrice and the Separate Senior Note Purchase Price and (ii) the amount of theproceeds of such Successful Remarketing in excess of the Treasury PortfolioPurchase Price plus the Separate Senior Notes Purchase Price; *provided*, *however*,that to the extent that such amount is less than 25 basis points of theTreasury Portfolio Price plus the Separate Senior Notes Purchase Price, theCompany shall pay an amount, as an additional remarketing fee, to the RemarketingAgent equal to such shortfall (such amount, together with the amount in theprevious sentence, the **"Remarketing Fee"**).

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(b)              In the event of a Successful Final Remarketing of the Remarketed SeniorNotes, the Remarketing Agent will retain from any proceeds of the SuccessfulFinal Remarketing as a remarketing fee an amount equal to the lesser of (i) 25basis points (.25%) of the aggregate principal amount of the Remarketed SeniorNotes and (ii) the amount of the proceeds of such Successful Final Remarketingin excess of the aggregate principal amount of the Remarketed Senior Notes; *provided*,*however*, that to the extent that such amount is less than 25 basispoints of the aggregate principal amount of the remarketed Pledged Senior Notesand Separate Senior Notes, the Company shall pay an amount, as an additionalremarketing fee, to the Remarketing Agent equal to such shortfall (such amount,together with the amount in the previous sentence, the **"Final RemarketingFee"**).

Section 5.                 Covenants of the Company.  Ifand to the extent the Remarketed Senior Notes are required, in connection withthe Remarketing (in the view of counsel, which need not be in the form of awritten opinion, for either the Remarketing Agent or the Company), to beregistered under the Securities Act as in effect at the time of theRemarketing, the Company covenants and agrees as follows:

(a)               The Company shall prepare the Registration Statement and the Prospectus,in a form approved by the Remarketing Agent, which approval shall not beunreasonably withheld, shall file any such Prospectus pursuant to the SecuritiesAct within the period required by the Securities Act and the rules andregulations thereunder and shall use reasonable best efforts to cause the RegistrationStatement to be declared effective by the Commission prior to the secondBusiness Day immediately preceding the applicable Remarketing Date.

(b)              The Company shall file promptly with the Commission any amendmentto the Registration Statement or the Prospectus or any supplement to theProspectus that may, in the reasonable judgment of the Company or theRemarketing Agent, be required by the Securities Act or requested by theCommission.

(c)               The Company shall advise the Remarketing Agent, promptly after itreceives notice thereof, of the time when any amendment to the Registration Statementhas been filed or becomes effective or any supplement to the Prospectus or anyamended Prospectus has been filed and to furnish the Remarketing Agent withcopies thereof.

(d)              The Company shall file promptly all reports and any definitiveproxy or information statements required to be filed by the Company with the Commissionpursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent tothe date of the Prospectus and for so long as the delivery of a Prospectus isrequired in connection with the offering or sale of the Remarketed Senior Notes.

(e)               The Company shall advise the Remarketing Agent, promptly after itreceives notice thereof, of the issuance by the Commission of any stop order orof any order preventing or suspending the use of the Prospectus, of the suspensionof the qualification of any of the Remarketed Senior Notes for offering or salein any jurisdiction, of the initiation or 

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threatening of any proceeding for anysuch purpose, or of any request by the Commission for the amending orsupplementing of the Registration Statement or the Prospectus or for additionalinformation, and, in the event of the issuance of any stop order or of anyorder preventing or suspending the use of any Prospectus or suspending any suchqualification, to use promptly reasonable best efforts to obtain its withdrawal.

(f)                The Company shall furnish promptly to the Remarketing Agent such copiesof the following documents as the Remarketing Agent shall reasonably request:(A) conformed copies of the Registration Statement as originally filed with theCommission and each amendment thereto (in each case excluding exhibits); (B)the Preliminary Prospectus and any amended or supplemented PreliminaryProspectus; (C) the Prospectus and any amended or supplemented Prospectus; and(D) any document incorporated by reference in the Prospectus (excludingexhibits thereto); and, if at any time when delivery of a prospectus isrequired in connection with the Remarketing, (i) any event shall have occurredas a result of which the Prospectus as then amended or supplemented wouldinclude any untrue statement of a material fact or omit to state any materialfact necessary in order to make the statements therein, in the light of thecircumstances under which they were made when such Prospectus is delivered, notmisleading, or (ii) for any other reason it shall otherwise be necessary duringsuch same period to amend or supplement the Prospectus or to file under theExchange Act any document incorporated by reference in the Prospectus in orderto comply with the Securities Act or the Exchange Act, to notify the RemarketingAgent and, upon its request, to file such document and to prepare and furnishwithout charge to the Remarketing Agent and to any dealer in securities as manycopies as the Remarketing Agent may from time to time reasonably request of anamended or supplemented Prospectus that will correct such statement or omissionor effect such compliance.

(g)               Prior to filing with the Commission (A) any amendment to the RegistrationStatement or supplement to the Prospectus (other than any amendment orsupplement resulting solely from the incorporation by reference of any report underthe Exchange Act) or (B) any Prospectus pursuant to Rule 424 under the SecuritiesAct, the Company shall furnish a copy thereof to the Remarketing Agent andcounsel to the Remarketing Agent; and shall not file any such amendment orsupplement that shall be reasonably disapproved by the Remarketing Agent.

(h)               As soon as practicable, but in any event not later than eighteen months,after the effective date of the Registration Statement, the Company shall make "generallyavailable to its security holders" an "earnings statement" of the Company andits subsidiaries (which need not be audited) complying with Section 11(a) ofthe Securities Act and the rules and regulations thereunder (including, at theoption of the Company, Rule 158 under the Securities Act).  The terms "generallyavailable to its security holders" and "earnings statement" shallhave the meanings set forth in Rule 158 under the Securities Act.

(i)                 The Company shall take such action as the Remarketing Agent may reasonablyrequest in order to qualify the Remarketed Senior Notes for offer and saleunder the securities or "blue sky" laws of such jurisdictions as the RemarketingAgent may reasonably request; *provided* that in no event shall the Companybe required to qualify as a foreign 

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corporation or to file a general consent toservice of process in any jurisdiction or to subject itself to taxation or anyother obligation in any jurisdiction in which it is not otherwise subject.

(j)                The Company shall furnish the Remarketing Agent with suchinformation and documents as the Remarketing Agent may reasonably request inconnection with the transactions contemplated hereby, and to make reasonablyavailable to the Remarketing Agent and any accountant, attorney or otheradvisor retained by the Remarketing Agent such information that parties wouldcustomarily require in connection with a due diligence investigation conductedin accordance with applicable securities laws and to cause the Company'sofficers, directors, employees and accountants to participate in all suchdiscussions and to supply all such information reasonably requested by any suchPerson in connection with such investigation.

Section 6.                 Payment of Expenses.  TheCompany agrees to pay (a) all costs incident to the preparation and printing ofthe Registration Statement, if any, any Prospectus and any other RemarketingMaterials and any amendments or supplements thereto, (b) all costs ofdistributing the Registration Statement, if any, any Prospectus and any otherRemarketing Materials and any amendments or supplements thereto, (c) any feesand expenses of qualifying the Remarketed Senior Notes under the securitieslaws of the several jurisdictions as provided in **Section 5(i)** and ofpreparing, printing and distributing a Blue Sky Memorandum, if any (includingthe reasonable fees and expenses of counsel to the Remarketing Agent), (d) allother costs and expenses incident to the performance of the obligations of theCompany hereunder and the Remarketing Agent hereunder and (e) the reasonablefees and expenses of counsel to the Remarketing Agent in connection with itsduties hereunder.

Section 7.                 Conditions to the Remarketing Agent's Obligations.  The obligations of the Remarketing Agent hereundershall be subject to the following conditions:

(a)               The representations and warranties of the Company containedherein shall be true and correct in all material respects on and as of theapplicable Remarketing Date, and the Company, the Purchase Contract Agent andthe Collateral Agent shall have performed in all material respects all covenantsand agreements contained herein or in the Purchase Contract Agreement or PledgeAgreement to be performed on their part at or prior to such date.

(b)              There shall not have occurred any of the following: (i) Tradinggenerally shall have been suspended or materially limited on the New York StockExchange, (ii) trading of any securities of the Company shall have beenmaterially suspended or limited on the New York Stock Exchange, (iii) a bankingmoratorium shall have been declared by either Federal or New York Stateauthorities, or (iv) there shall have occurred a material adverse change in thefinancial markets, any escalation of hostilities involving the United States orthe declaration by the United States of a national emergency or war, if theeffect of any such event specified in this clause (b) in the judgment of theRemarketing Agent makes it impracticable or inadvisable to proceed with theRemarketing or the delivery of the Remarketed Senior Notes on the terms and inthe manner contemplated in the Transaction Documents.

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(c)               The Prospectus, if any, shall have been filed with the Commissionpursuant to Rule 424(b) in the manner and within the time period required by Rule424(b) under the Securities Act; no stop order suspending the effectiveness ofthe Registration Statement, any Rule 462(b) Registration Statement, or any post-effectiveamendment to the Registration Statement shall be in effect and no proceedingsfor such purpose shall have been instituted or threatened by the Commission andany request of the Commission for inclusion of additional information in theRegistration Statement or the Prospectus or otherwise shall have been compliedwith.

(d)              The Company shall have furnished to the Remarketing Agent a certificate,dated the applicable Remarketing Date, of the Chief Financial Officersatisfactory to the Remarketing Agent stating that: (1) no order suspending theeffectiveness of the Registration Statement, if any, or prohibiting the sale ofthe Remarketed Senior Notes is in effect, and no proceedings for such purposeare pending before or, to the best knowledge of such officer, threatened by theCommission; (2) the representations and warranties of the Company in **Section3** are true and correct on and as of the applicable Remarketing Date, andthe Company has performed in all material respects all covenants and agreementscontained herein to be performed on its part at or prior to such RemarketingDate; and (3) the Registration Statement, if any, as of its effective date, didnot contain any untrue statement of a material fact and did not omit to stateany material fact required to be stated therein or necessary to make thestatements therein not misleading and the Prospectus or any other RemarketingMaterial did not, as of the date of such Prospectus or such RemarketingMaterial, if any, contain any untrue statement of material fact or omit tostate a material fact required to be stated therein or necessary to make thestatements therein, in light of the circumstances under which they were made,not misleading.

(e)               On the applicable Remarketing Date, the Remarketing Agent shallhave received a letter addressed to the Remarketing Agent and dated such date,in form and substance satisfactory to the Remarketing Agent, from the Company'sindependent accountants reasonably acceptable to the Remarketing Agent, containingstatements and information of the type ordinarily included in accountants' "comfortletters" with respect to the financial statements and certain financialinformation of the Company and its consolidated subsidiaries contained in theRemarketing Materials, if any.

(f)                Bracewell & Giuliani LLP, or such other counsel reasonablyacceptable to the Remarketing Agent, shall have furnished to the RemarketingAgent its opinion, as counsel to the Company, addressed to the RemarketingAgent and dated the applicable Remarketing Date, in form and substance reasonablysatisfactory to the Remarketing Agent addressing such matters as are set forthin such counsel's opinion furnished pursuant to the Most Recent Agreement,adapted as necessary to relate to the securities being remarketed hereunder andto the Remarketing Materials, if any, or to any changed circumstances or eventsoccurring subsequent to the date of this Agreement, such adaptations being reasonablyacceptable to counsel to the Remarketing Agent.

(g)               Troutman Sanders LLP, or such other counsel reasonably acceptableto the Remarketing Agent, shall have furnished to the Remarketing Agent itswritten opinion, as special counsel to the Company, addressed to theRemarketing Agent and dated the applicable Remarketing Date, in form andsubstance satisfactory to the Remarketing Agent addressing such matters as areset forth in such counsel's opinion furnished pursuant to the Most Recent Agreement.

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(h)               Counsel for the Remarketing Agent shall have furnished to theRemarketing Agent its opinion, addressed to the Remarketing Agent and dated theapplicable Remarketing Date, in form and substance reasonably satisfactory tothe Remarketing Agent.

(i)                 There shall not have occurred any downgrading, nor shall anynotice have been given of any intended or potential downgrading or of any reviewfor a possible change that does not indicate an improvement, in the ratingaccorded any of the Company's securities by any **"nationally recognizedstatistical rating organization,"** as such term is defined for purposes ofRule 436(g)(2) under the Securities Act.

(j)                The Senior Notes shall not have been called for redemptionfollowing the occurrence of a Special Event.

If any condition specified in this **Section 7** is notsatisfied when and as required to be satisfied, this Agreement may beterminated by the Remarketing Agent by notice to the Company at any time on orprior to the applicable Remarketing Date, which termination shall be withoutliability on the part of any party to any other party, except that **Sections6**, **8** and **9** shall at all times be effective and shall survivesuch termination.

Section 8.                 Indemnification.  

(a)  The Company agrees toindemnify and hold harmless the Remarketing Agent, its affiliates, theirrespective officers, directors, employees, representatives and agents, and eachperson, if any, who controls the Remarketing Agent within the meaning ofSection 15 of the Securities Act or Section 20 of the Exchange Act, from andagainst any loss, claim, damage, liability, joint or several, or any action inrespect thereof to which the Remarketing Agent or any such affiliate officer,employee, representative, agent or controlling person may become subject,insofar as such loss, claim, damage, liability or action arises out of, or isbased upon, (i) any untrue statement or alleged untrue statement of a materialfact contained in the Registration Statement, any Preliminary Prospectus or theProspectus, or in any amendment or supplement thereto, or (ii) the omission oralleged omission to state in the Registration Statement, any Preliminary Prospectus,or the Prospectus or in any amendment or supplement thereto, in any RemarketingMaterials or any amendment or supplement thereto, or in any Blue SkyApplication, any material fact necessary to make the statements therein notmisleading; and shall reimburse the Remarketing Agent and each such affiliate,officer, employee, representative, agent or controlling person promptly upondemand for any legal or other expenses reasonably incurred by the RemarketingAgent or any such affiliate, officer, employee, representative agent orcontrolling person in damage, liability or action as such expenses areincurred; *provided*, *however*, that the Company shall not be liablein any such case to the extent that any such loss, claim, damage, liability oraction arises out of, or is based upon, any untrue statement or alleged untruestatement or omission or alleged omission made in the Registration Statement,any Preliminary Prospectus or the Prospectus, or in any such amendment orsupplement, or any other Remarketing Materials (or any amendment or supplementthereto), in reliance upon and in conformity with the written informationfurnished to the Company by or on behalf of the 

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Remarketing Agent concerningthe Remarketing Agent specifically for inclusion therein; and *provided*, *further*,that the Company shall not be liable to the Remarketing Agent under theindemnity agreement in this subsection with respect to any PreliminaryProspectus to the extent that such loss, claim, damaged, liability or action ofthe Remarketing Agent results from the fact that the Remarketing Agent sold theRemarketed Senior Notes to a person as to whom it shall be established thatsuch sale was an initial resale by the Remarketing Agent and there was not sentor given to such person, if required by law to have been so sent or given, ator prior to the written confirmation of the sale to such person, a copy of theProspectus, if the Company had previously furnished copies thereof pursuant to **Section5(f)** and the loss, claim, damage or liability of the Remarketing Agentresults from an untrue statement or omission of a material fact contained inthe Preliminary Prospectus which was (i) identified to the Remarketing Agentprior to the furnishing to the Remarketing Agent of the corrected Prospectus and(ii) corrected in the Prospectus.  The foregoing indemnity agreement is inaddition to any liability which the Company may otherwise have to theRemarketing Agent or to any affiliate, officer, employee, representative, agentor controlling person of the Remarketing Agent.

(b)              The Remarketing Agent shall indemnify and hold harmless theCompany, its affiliates, their respective officers, directors, employees,representatives and agents, and each person, if any, who controls the Companywithin the meaning of the Securities Act or the Exchange Act from and againstany loss, claim, damage, liability or any action in respect thereof, to whichthe Company, or any such affiliate, director, officer, employee,representative, agent or controlling person may become subject, insofar as suchloss, claim, damage, liability or action arises out of, or is based upon, (i)any untrue or alleged untrue statement of a material fact contained in theRegistration Statement, any Preliminary Prospectus, or the Prospectus (or anyamendment or supplement thereto), or (ii) the omission or alleged omission tostate in the Registration Statement, any Preliminary Prospectus, or theProspectus (or any amendment or supplement thereto), or anymaterial fact necessary to make the statements therein not misleading, but ineach case only to the extent that such untrue statement or alleged untruestatement or omission or alleged omission was made in reliance upon and inconformity with written information furnished to the Company by the RemarketingAgent specifically for inclusion therein; and shall reimburse the Company andany such director, officer or controlling person promptly upon demand for anylegal and other expenses reasonably incurred by the Company or any suchaffiliate, director, officer, employee, representative, agent or controllingperson in connection with investigating, defending, or preparing to defendagainst any such loss, claim, damage, liability or action as such expenses areincurred.  The Company hereby acknowledges that the only information that theRemarketing Agent has furnished to the Company expressly for use in theRegistration Statement, any Preliminary Prospectus, or the Prospectus is theinformation set forth in a certificate to be provided by the Remarketing Agenton or prior to the Remarketing Date.

(c)               Promptly after receipt by an indemnified party under this **Section8** of notice of any claim or the commencement of any action, the indemnifiedparty shall, if a claim in respect thereof is to be made against theindemnifying party under this **Section 8**, notify the indemnifying partyin writing of the claim or commencement of that action; *provided*, *however*,that the failure to notify the indemnifying party shall not relieve it 

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from anyliability which it may have had under this **Section 8** except to theextent it has been materially prejudiced by such failure and, *provided*, *further*,that the failure to notify the indemnifying party shall not relieve it from anyliability which it may have to an indemnified party otherwise than under this **Section8**.  If any such claim or action shall be brought against an indemnifiedparty, and it shall notify the indemnifying party thereof, the indemnifyingparty shall be entitled to participate therein and, to the extent that itwishes, jointly with any other similarly notified indemnifying party, to assumethe defense thereof with counsel reasonably satisfactory to such indemnifiedparty.  After notice from the indemnifying party to the indemnified party ofits election to assume the defense of such claim or action, the indemnifyingparty shall not be liable to the indemnified party under this **Section 8**for any legal or other expenses subsequently incurred by the indemnified partyin connection with the defense thereof other than reasonable costs ofinvestigation; *provided*, *however*, (1) if the defendants in anysuch action include both the indemnified party and the indemnifying party, andthe indemnified party shall have reasonably concluded that a conflict may arisebetween the positions of the indemnifying party and the indemnified party inconducting the defense of any such action or that there may be legal defensesavailable to it and/or other indemnified parties which are different from oradditional to those available to the indemnifying party, (2) the indemnifyingparty shall not have employed counsel satisfactory to the indemnified party torepresent the indemnified party within a reasonable time after notice of theinstitution of such action, or (3) the indemnifying party and the indemnifiedparty shall have mutually agreed to the retention of such counsel at theexpense of the indemnifying party then the indemnified party or parties shallhave the right to select separate counsel to assume such legal defenses and tootherwise participate in the defense of such action on behalf of suchindemnified party or parties.  Upon receipt of notice from the indemnifyingparty to such indemnified party of such indemnifying party's election so toassume the defense of such action and approval by the indemnified party ofcounsel, the indemnifying party will not be liable to such indemnified party inconnection with the defense thereof unless the indemnified party shall haveemployed separate counsel in accordance with the proviso to the next precedingsentence (it being understood, however, that the indemnifying party shall notbe liable for the expenses of more than one separate counsel (together withlocal counsel), approved by the indemnifying party (the Remarketing Agent inthe case of **Section 8(b)**, representing the indemnified parties who areparties to such action).  No indemnifying party shall, (i) without the priorwritten consent of the indemnified parties settle or compromise or consent tothe entry of any judgment with respect to any pending or threatened claim,action, suit or proceeding in respect of which indemnification or contributionmay be sought hereunder (whether or not the indemnified parties are actual orpotential parties to such claim or action) unless such settlement, compromiseor consent includes an unconditional release of each indemnified party from allliability arising out of such claim, action, suit or proceeding, and containsno statement as to fault, or (ii) be liable for any settlement of any suchaction effected without its written consent, but if settled with its written consentor if there be a final judgment of the plaintiff in any such action, the indemnifyingparty agrees to indemnify and hold harmless any indemnified party from andagainst any loss of liability by reason of such settlement or judgment.

Section 9.                 Contribution.  If theindemnification provided for in **Section 8** is for any reason held to beunavailable or insufficient to hold harmless an indemnified party under **Section8(a)** or **8(b)** in respect of any loss, claim, damage or liability, orany action in respect thereof, referred to therein, then each indemnifyingparty shall in lieu of indemnifying such indemnified party, contribute to theamount paid or payable by such indemnified party as a result of such loss,claim, damage or liability, or action in respect thereof, (i) in suchproportion as shall be

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appropriate to reflect the relative benefits received bythe Company, on the one hand, and the Remarketing Agent, on the other hand,from the Remarketing of the Remarketed Senior Notes pursuant to this Agreementor (ii) if the allocation provided by clause (i) above is not permitted byapplicable law, in such proportion as is appropriate to reflect not only therelative benefits referred to in clause (i) above but also the relative faultof the Company, on the one hand, and the Remarketing Agent, on the other hand,with respect to the statements or omissions or alleged statements or allegedomissions that resulted in such loss, claim, damage, or liability (or action inrespect thereof), as well as any other relevant equitable considerations.  Therelative benefits received by the Company, on the one hand, and the RemarketingAgent, on the other hand, with respect to the Remarketing of the RemarketedSenior Notes pursuant to this Agreement shall be deemed to be in the samerespective proportions as the total net proceeds from the Remarketing of theRemarketed Senior Notes pursuant to this Agreement received by holders of theRemarketed Senior Notes on the one hand, and the total Remarketing Fee receivedby the Remarketing Agent, on the other hand, bear to the aggregate RemarketingPrice plus an additional Remarketing Fee paid by the Company which is notincluded in the Remarketing Price of the Remarketed Senior Notes.  The relativefault of the Company, on the one hand, and the Remarketing Agent, on the otherhand, shall be determined by reference to whether the untrue or alleged untruestatement of a material fact or omission or alleged omission to state amaterial fact relates to information supplied by the Company, on the one hand,or the Remarketing Agent, on the other hand, the intent of the parties and theirrelative knowledge, access to information and opportunity to correct or preventsuch statement or omission.

The Company and the Remarketing Agent agree that it wouldnot be just and equitable if the amount of contributions pursuant to this **Section9** were determined by pro rata allocation or by any other method ofallocation which does not take account of the equitable considerations referredto herein.

The amount paid or payable by an indemnified party as aresult of the loss, claim, damage or liability, or action in respect thereof,referred to in this **Section 9** shall be deemed to include, for purposesof this **Section 9**, any legal or other expenses reasonably incurred bysuch indemnified party in connection with investigating or defending any actionor claim.

Notwithstanding the provisions of this **Section 9**,the Remarketing Agent shall not be required to contribute any amount in excessof the amount by which the fees received by it under **Section 4** exceedsthe amount of any damages which the Remarketing Agent has otherwise beenrequired to pay by reason of such untrue or alleged untrue statement oromission or alleged omission.  No person guilty of fraudulent misrepresentation(within the meaning of Section 11(f) of the Securities Act) shall be entitledto contribution from any person who was not guilty of such fraudulentmisrepresentation.  For purposes of this **Section 9**, each officer andemployee of the Remarketing Agent and each person, if any, who controls the RemarketingAgent within the meaning of Section 15 of the Securities Act or Section 20 ofthe Exchange Act shall have the same rights to contribution as the RemarketingAgent, and each director of the Company, each officer of the Company who signedthe Registration Statement, and each person, if any, who controls the Companywithin the meaning of Section 15 of the Securities Act or Section 20 of theExchange Act shall have the same rights to contribution as the Company.

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Section 10.             Resignation and Removal of the Remarketing Agent.  The Remarketing Agent may resign and bedischarged from its duties and obligations hereunder, and the Company mayremove the Remarketing Agent, by giving 30 days' prior written notice, in thecase of a resignation, to the Company, the Purchase Contract Agent and theDepositary and, in the case of a removal, to the removed Remarketing Agent, thePurchase Contract Agent and the Depositary; *provided*, *however*,that no such resignation nor any such removal shall become effective until theCompany shall have appointed at least one nationally recognized broker-dealeras successor Remarketing Agent and such successor Remarketing Agent shall haveentered into a remarketing agreement with the Company and the Purchase ContractAgent, in which it shall have agreed to conduct the Remarketing in accordancewith the Transaction Documents in all material respects.

In any such case, the Company will use commerciallyreasonable efforts to appoint a successor Remarketing Agent and enter into sucha remarketing agreement with such person as soon as reasonably practicable.

Section 11.             Dealing in Securities.  TheRemarketing Agent, when acting as a Remarketing Agent or in its individual orany other capacity, may, to the extent permitted by law, buy, sell, hold anddeal in any of the Remarketed Senior Notes, Corporate Units, Treasury Units orany of the securities of the Company (together, the **"Securities"**).  TheRemarketing Agent may exercise any vote or join in any action which anybeneficial owner of such Securities may be entitled to exercise or takepursuant to the Indenture with like effect as if it did not act in any capacityhereunder.  The Remarketing Agent, in its individual capacity, either asprincipal or agent, may also engage in or have an interest in any financial orother transaction with the Company as freely as if it did not act in anycapacity hereunder.

Section 12.             Remarketing Agent's Performance; Duty of Care.  The duties and obligations of the RemarketingAgent shall be determined solely by the express provisions of this Agreementand the Transaction Documents.  No implied covenants or obligations of oragainst the Remarketing Agent shall be read into this Agreement or any of theTransaction Documents.  In the absence of bad faith on the part of theRemarketing Agent, the Remarketing Agent may conclusively rely upon anydocument furnished to it, as to the truth of the statements expressed in any ofsuch documents.  The Remarketing Agent shall be protected in acting upon anydocument or communication reasonably believed by it to have been signed,presented or made by the proper party or parties except as otherwise set forthherein.  The Remarketing Agent, acting under this Agreement, shall incur no liabilityto the Company or to any holder of Remarketed Senior Notes in its individualcapacity or as Remarketing Agent for any action or failure to act, on its partin connection with a Remarketing or otherwise, except if such liability isjudicially determined to have resulted from its failure to comply with the materialterms of this Agreement or the gross negligence or willful misconduct on itspart.  The provisions of this **Section 12** shall survive the terminationof this Agreement and shall survive the resignation or removal of anyRemarketing Agent pursuant to this Agreement.

Section 13.             Termination.  This Agreementshall automatically terminate (i) as to the Remarketing Agent on the effectivedate of the resignation or removal of the Remarketing Agent pursuant to **Section10** and (ii) on the earlier of (x) any Special Event Redemption Date and (y)the Purchase Contract Settlement Date.  If this Agreement is terminatedpursuant to any of the 

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other provisions hereof, except as otherwise providedherein, the Company shall not be under any liability to the Remarketing Agentand the Remarketing Agent shall not be under any liability to the Company,except that if this Agreement is terminated by the Remarketing Agent because ofany failure or refusal on the part of the Company to comply with the terms orto fulfill any of the conditions of this Agreement, the Company will reimbursethe Remarketing Agent for all of its out-of-pocket expenses (including the feesand disbursements of its counsel) reasonably incurred by it.  **Sections 8**,**9** and **12**hereof shall survive the termination of this Agreementor the resignation or removal of the Remarketing Agent.

Section 14.             Notices.  All statements,requests, notices and agreements hereunder shall be in writing, and:

(a)               if to the Remarketing Agent, shall be delivered or sent by mail,telex or facsimile transmission to:

Banc ofAmerica Securities LLC9 West 57th StreetNew York, New York  10019

Telecopier No.:  (212) 933-2217Attention:  Derek Dillon

(b)              if to the Company, shall be delivered or sent by mail, telex or facsimiletransmission to PNM Resources, Inc., Alvarado Square MS-2704, Albuquerque, NewMexico 87158, Telephone No.: (505) 241-2700, Telecopier No.: (505) 241-2369;Attention: Treasurer; and

(c)               if to the Purchase Contract Agent, shall be delivered or sent bymail, telex or facsimile transmission to U.S. Bank National Association, 100Wall Street, Suite 1600, New York, New York 10005, Telephone No.: (212) 361-2505,Telecopier No.: (212) 509-3384; Attention: Corporate Trust Administration.

Any such statements, requests, notices or agreements shalltake effect at the time of receipt thereof.

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Section 15.             Persons Entitled to Benefit of Agreement.  This Agreement shall inure to the benefit of and be binding upon eachparty hereto and its respective successors.  This Agreement and the terms andprovisions hereof are for the sole benefit of only those persons, except that(x) the representations, warranties, indemnities and agreements of the Companycontained in this Agreement shall also be deemed to be for the benefit of theRemarketing Agent and the person or persons, if any, who control theRemarketing Agent within the meaning of Section 15 of the Securities Act and(y) the indemnity agreement of the Remarketing Agent contained in **Section 8**ofthis Agreement shall be deemed to be for the benefit of the Company's directorsand officers who sign the Registration Statement, if any, and any personcontrolling the Company within the meaning of Section 15 of the Securities Act. Nothing contained in this Agreement is intended or shall be construed to giveany person, other than the persons referred to herein, any legal or equitableright, remedy or claim under or in respect of this Agreement or any provisioncontained herein.

Section 16.             Survival.  Notwithstanding **Section13**, the respective indemnities, representations, warranties and agreementsof the Company and the Remarketing Agent contained in this Agreement or made byor on behalf of them, respectively, pursuant to this Agreement, shall surviveany Remarketing and shall remain in full force and effect, regardless of anyinvestigation made by or on behalf of any of them or any person controlling anyof them.

Section 17.             Governing Law.  This Agreementshall be governed by, and construed in accordance with, the laws of New York.

Section 18.             Counterparts.  This Agreementmay be executed in one or more counterparts and, if executed in more than onecounterpart, the executed counterparts shall each be deemed to be an originalbut all such counterparts shall together constitute one and the same instrument.

Section 19.             Headings.  The headings hereinare inserted for convenience of reference only and are not intended to be partof, or to affect the meaning or interpretation of, this Agreement.

Section 20.             Severability.  If anyprovision of this Agreement shall be held or deemed to be or shall, in fact, beinvalid, inoperative or unenforceable as applied in any particular case in anyor all jurisdictions because it conflicts with any provisions of anyconstitution, statute, rule or public policy or for any other reason, then, tothe extent permitted by law, such circumstances shall not have the effect ofrendering the provision in question invalid, inoperative or unenforceable inany other case, circumstance or jurisdiction, or of rendering any otherprovision or provisions of this Agreement invalid, inoperative or unenforceableto any extent whatsoever.

Section 21.             Amendments.  This Agreementmay be amended by an instrument in writing signed by the parties hereto.  TheCompany agrees that it will not enter into, cause or permit any amendment or modificationof the Transaction Documents or any other instruments or agreements relating tothe Senior Notes or the Corporate Units that would in any way adversely affectthe rights, duties or obligations of the Remarketing Agent, without the priorwritten consent of the Remarketing Agent.

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Section 22.             Successors and Assigns.  Therights and obligations of the Company hereunder may not be assigned ordelegated to any other Person without the prior written consent of Banc ofAmerica.  The rights and obligations of the Remarketing Agent hereunder may notbe assigned or delegated to any other Person (other than an affiliate of theRemarketing Agent) without the prior written consent of the Company.

Section 23.             No Advisory or Fiduciary Responsibility*.*  The Company acknowledgesand agrees that: (i) the Remarketing pursuant to this Agreement, including thedetermination of the Remarketing Price and the Remarketing Fee, is anarm's-length commercial transaction between the Company, on the one hand, andthe Remarketing Agent, on the other hand, and the Company is capable ofevaluating and understanding and understands and accepts the terms, risks andconditions of the transactions contemplated by this Agreement; (ii) inconnection with each transaction contemplated hereby and the process leading tosuch transaction the Remarketing Agent is and has been acting solely as aprincipal and is not the financial advisor, agent or fiduciary of the Company,or its affiliates, stockholders, creditors or employees or any other party;(iii) the Remarketing Agent has not assumed or will assume an advisory, agencyor fiduciary responsibility in favor of the with respect to any of thetransactions contemplated hereby or the process leading thereto (irrespectiveof whether the Remarketing Agent has advised or is currently advising theCompany on other matters) and the Remarketing Agent does not have anyobligation to the Company with respect to the offering contemplated herebyexcept the obligations expressly set forth in this Agreement; (iv) theRemarketing Agent and its affiliates may be engaged in a broad range oftransactions that involve interests that differ from those of the Company andthat the Remarketing Agent has no obligation to disclose any of such interestsby virtue of any advisory, agency or fiduciary relationship; and (v) theRemarketing Agent has not provided any legal, accounting, regulatory or taxadvice with respect to the offering contemplated hereby and the Company hasconsulted its own legal, accounting, regulatory and tax advisors to the extentit deemed appropriate.

This Agreement supersedes all prior agreements andunderstandings (whether written or oral) between the Company and theRemarketing Agent with respect to the subject matter hereof.  The Companyhereby waives and releases, to the fullest extent permitted by law, any claimsthat the Company may have against the Remarketing Agent with respect to anybreach or alleged breach of agency or fiduciary duty.

If the foregoing correctly sets forth the agreement by andbetween the Company, the Remarketing Agent and the Purchase Contract Agent,please indicate your acceptance in the space provided for that purpose below

[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS]

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[SIGNATURE PAGE TOREMARKETING AGREEMENT]

Very truly yours,

PNM RESOURCES, INC.

By: /s/ Terry R.Horn      Terry R. Horn,      Vice President, Corporate Secretary, and      Acting Chief FinancialOfficer

CONFIRMEDAND ACCEPTED:

BANC OFAMERICA SECURITIES LLC,not individually, but solely asRemarketing Agent

By: _/s/ Lily Chang Lily Chang Principal

U.S. BANKNATIONAL ASSOCIATION,not individually but solely as PurchaseContract Agent and as attorney-in-fact for the Holders of the PurchaseContracts

                                                                                               By:/s/Marlene J. Fahey                                                                                                    Marlene J. Fahey                                                                                                    Vice President

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