Exhibit 4.1


FINAL





AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, effective as of June 1, 2011 (the “Agreement”), by and among PNM Resources, Inc., a New Mexico corporation and having its principal office at Alvarado Square, Albuquerque, New Mexico 87158 (the “Company”), The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at 700 South Flower Street, Suite 500, Los Angeles, California 90017 as successor trustee, pursuant to one or more successor trusteeships, to JPMorgan Chase Bank, N.A. (the “Resigning Trustee”), and Union Bank, N.A., a national banking association duly organized and existing under the laws of the United States and having a corporate trust office at 120 S. San Pedro Street, Ste. 400, Los Angeles, California  90012 (the “Successor Trustee”).


RECITALS


WHEREAS , the Company has heretofore executed and delivered to the Resigning Trustee the Indenture, dated as of March 15, 2005, under which there are currently outstanding $192,592,000 in aggregate principal amount of 9.25% Series A senior unsecured notes due 2015 (the “ Indenture ”);


WHEREAS, the Company appointed Resigning Trustee as the Trustee, Note Registrar and Paying Agent under the Indenture;


WHEREAS, the Indenture provides that the Trustee may at any time resign with respect to the relevant Notes by giving written notice of such resignation to the Company, effective upon the acceptance by a successor Trustee of its appointment as a successor Trustee;


WHEREAS, the Indenture provides that, if the Trustee shall resign, the Company, by a Board Resolution, shall promptly appoint a successor Trustee;


WHEREAS, the Indenture provides that any successor Trustee appointed in accordance with the Indenture shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment under the Indenture, and thereupon the resignation of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, trusts and duties of the predecessor Trustee;


WHEREAS, the Resigning Trustee wishes to resign as Trustee, Note Registrar and Paying Agent under the Indenture;


WHEREAS, the Company desires to appoint Successor Trustee as successor Trustee, Note Registrar and Paying Agent to succeed Resigning Trustee in such capacities under the Indenture; and


WHEREAS, Successor Trustee is willing to accept such appointment as successor Trustee, Note Registrar and Paying Agent]under the Indenture;











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NOW, THEREFORE, the Company, Resigning Trustee and Successor Trustee, for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:


THE RESIGNING TRUSTEE


1.1 Resigning Trustee hereby resigns as Trustee, Note Registrar and Paying Agent under the Indenture.


1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that:


(a)    No covenant or condition contained in the Indenture has been waived by Resigning Trustee or, to the knowledge of the Responsible Officer of Resigning Trustee, by the Holders of the percentage in aggregate principal amount of the Notes required by the Indenture to effect any such waiver.


(b)    There is no action, suit or proceeding pending or, to the knowledge of the Responsible Officer of Resigning Trustee, threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee, Note Registrar and Paying Agent under the Indenture.


(c)    As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under the Indenture.


(d)    Resigning Trustee has duly authenticated and delivered each of the Notes delivered to it for authentication, all of which are outstanding as of the effective date hereof.


(e)    To the knowledge of the Responsible Officer of Resigning Trustee, the registers in which it has registered and transferred registered Notes accurately reflect the amount of Notes issued and outstanding and the amounts payable thereon.


(f)    Each person who, on behalf of the Resigning Trustee, so authenticated the Notes was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Notes at the respective times of such authentication and the signature of such person or persons appearing on such Notes is each such person's genuine signature.


(g)    This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).




















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(h)    To the knowledge of the Responsible Officer of the Resigning Trustee, no event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture.


1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indenture and all the rights, powers, trusts and duties of the Trustee, Note Registrar and Paying Agent under the Indenture.  Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, trusts and duties hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Note Registrar and Paying Agent.  Upon the effectiveness of this Agreement, Resigning Trustee shall have no further duties or obligations under the Indenture.


THE COMPANY


1.4 The Company hereby accepts the resignation of Resigning Trustee as Trustee, Note Registrar and Paying Agent under the Indenture.


1.5 The Company hereby certifies that attached hereto is a copy of the Board Resolution  which was duly adopted by the Board of Directors of the Company, is in full force and effect on the date hereof, and which authorizes the Company to: (a) accept Resigning Trustee's resignation as Trustee, Note Registrar and Paying Agent under the Indenture; (b) appoint Successor Trustee as Trustee, Note Registrar and Paying Agent under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of Successor Trustee as Trustee, Note Registrar and Paying Agent under the Indenture.


1.6 The Company hereby appoints Successor Trustee as Trustee under the Indenture to succeed to, and hereby vests Successor Trustee with, all the rights, powers, trusts and duties of Resigning Trustee under the Indenture with like effect as if originally named as Trustee, Note Registrar and Paying Agent in the Indenture.


1.7 Promptly after the effective date of this Agreement, the Company (with the assistance of the Successor Trustee) shall cause a notice to be sent to each Holder of the Notes in accordance with the provisions of the Indenture.


1.8 The Company hereby represents and warrants to Resigning Trustee and Successor Trustee that:


(a)    The Company is a corporation duly and validly organized and existing pursuant to the laws of its jurisdiction of organization.


(b)    The Indenture was validly and lawfully executed and delivered by the Company and the Notes of which it is the issuer were validly issued by the Company.


(c)    The Company has performed or fulfilled prior to the date hereof, and will continue to perform and fulfill after the date hereof, each covenant, agreement, condition, obligation and responsibility under the Indenture.











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(d)    No event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture.


(e)    No covenant or condition contained in the Indenture has been waived by the Company or, to the best of the Company's knowledge, by Holders of the percentage in aggregate principal amount of the Notes required to effect any such waiver.


(f)    There is no action, suit or proceeding pending or, to the best of the Company's knowledge, threatened against the Company before any court or any governmental authority arising out of any act or omission of the Company under the Indenture.


(g)    This Agreement has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.


(h)    All conditions precedent relating to the appointment of the Successor Trustee under the Indenture have been complied with by the Company.


THE SUCCESSOR TRUSTEE


1.9 Successor Trustee hereby represents and warrants to Resigning Trustee and to the Company that:


(a)    Successor Trustee is not disqualified under, and is eligible under, the provisions of the Indenture to act as Trustee, Note Registrar and Paying Agent under the Indenture.


(b)    This Agreement has been duly authorized, executed and delivered on behalf of Successor Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.


1.10 Successor Trustee hereby accepts its appointment as successor Trustee, Note Registrar and Paying Agent under the Indenture and accepts the rights, powers, trusts and duties of Resigning Trustee as Trustee, Note Registrar and Paying Agent under the Indenture, upon the terms and conditions set forth therein, with like effect as if originally named as Trustee, Note Registrar and Paying Agent under the Indenture.


1.11 References in the Indenture to “Corporate Trust Office” or other similar terms shall be deemed to refer to the corporate trust office of Successor Trustee, which is presently located at 120 S. San Pedro Street, Ste. 400, Los Angeles, California  90012.


MISCELLANEOUS


1.12 Except as otherwise expressly provided herein or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


1.13 This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of the date first written above.

















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1.14 Resigning Trustee hereby acknowledges payment or provision for payment in full by the Company of compensation for all services rendered by Resigning Trustee in its capacity as Trustee under the Indenture and reimbursement in full by the Company of the expenses, disbursements and advances incurred or made by Resigning Trustee in its capacity as Trustee in accordance with the provisions of the Indenture, except for expenses and legal fees and disbursements in connection with this Agreement.  Resigning Trustee acknowledges that it relinquishes any lien it may have upon all property or funds held or collected by it to secure any amounts due it pursuant to the provisions of the Indenture.  This Agreement does not constitute a waiver or assignment by the Resigning Trustee of any compensation, reimbursement, expenses or indemnity to which it is or may be entitled pursuant to the Indenture.  The Company acknowledges its obligation set forth in the Indenture to indemnify Resigning Trustee for, and to hold Resigning Trustee harmless against, any loss, liability, damage, claim or expense incurred without negligence, willful misconduct or bad faith on the part of Resigning Trustee and arising out of or in connection with the acceptance or administration of the trust evidenced by the Indenture (which obligation shall survive the execution hereof).


1.15 This Agreement shall be governed by and construed in accordance with the laws of the State of New York.


1.16 This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.


1.17 The Company, Resigning Trustee and Successor Trustee hereby acknowledge receipt of an executed counterpart of this Agreement and the effectiveness thereof.


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IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed, effective as of the day and year first above written.


PNM RESOURCES, INC.By:/s/ Terry R. HornName:Title:UNION BANK, N.A.as Successor TrusteeBy:Name:Title:THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.as Resigning TrusteeBy:Name:Title:





















































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IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed, effective as of the day and year first above written.


PNM RESOURCES, INC.By:Name:Title:UNION BANK, N.A.as Successor TrusteeBy:/s/ Jennifer EarleName:Title:THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.as Resigning TrusteeBy:Name:Title:
























































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IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed, effective as of the day and year first above written.


PNM RESOURCES, INC.By:Name:Title:UNION BANK, N.A.as Successor TrusteeBy:Name:Title:THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.as Resigning TrusteeBy:/s/ Raymond TorresName:  RAYMOND TORRESTitle:    SENIOR ASSOCIATE
























































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BOARD RESOLUTION




































































































































































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PNM RESOURCES, INC.





CERTIFICATE OF ASSISTANT SECRETARY





I, J. S. ACOSTA, do hereby certify that I am a duly appointed, qualified and acting Assistant Secretary of PNM RESOURCES, INC. a corporation organized and existing under the laws of the State of New Mexico, and that at a meeting of the Board of Directors of said Corporation duly convened and held Tuesday, April 19, 2011, at which a quorum was present and acted thereon, the following resolutions were duly adopted:





WHEREAS , PNM Resources, Inc. (the “ Company ”) has entered into an Indenture, dated as of March 15, 2005, with The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.)) (the “ Existing Trustee ”), as trustee for the issuance of senior notes (the “ Notes ”) of the Company, including $192,592,000 outstanding aggregate principal amount of 9.25% Series A Notes due May 15, 2015 (the “ Series A Notes ”) issued pursuant to the Indenture dated as of March 15, 2005, as supplemented by Supplemental Indenture No. 1 dated as of March 30, 2005, as amended and supplemented by Supplemental Indenture No. 2 dated as of May 16, 2008 (as so supplemented and amended, the “ Indenture ”); and





WHEREAS , management invited the Existing Trustee and three other institutional trustees to submit proposals for providing trustee services under the Indenture and, after evaluating the proposals, has recommended that Union Bank, N.A. replace the Existing Trustee effective as of June 1, 2011 and Union Bank, N.A. is qualified and willing to serve as trustee under the Indenture and with respect to all Notes issued under the Indenture; and





WHEREAS , the Indenture permits the Company to appoint a new successor trustee under the Indenture by a board resolution and the Existing Trustee is deemed to have resigned as trustee under the Indenture upon delivery to the Existing Trustee of a board resolution appointing a successor trustee and an instrument of acceptance of such appointment; and





WHEREAS, the Board of Directors' Finance Committee (the “Finance Committee”) has reviewed the matter and has concluded that the proposed replacement of the trustee is appropriate and in the best interests of the Company; and



































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WHEREAS, the Finance Committee has recommended that this Board approve the appointment of Union Bank, N.A., as successor trustee under the Indenture; and





WHEREAS , the Board is of the opinion that the appointment of Union Bank, N.A., as successor trustee under the Indenture, is appropriate and in the best interests of the Company.





NOW, THEREFORE, BE IT RESOLVED , that effective as of June 1, 2011, Union Bank, N.A. is hereby appointed as successor trustee under the Indenture (replacing the Existing Trustee) and as successor trustee with respect to all Notes issued under the Indenture, including the Series A Notes, subject to Union Bank, N.A. executing an instrument of acceptance of this appointment effective as of June 1, 2011 and delivering said instrument to the Company and the Existing Trustee; and





FURTHER RESOLVED , that the proper officers of the Company be, and they hereby are, authorized to take all action and do all things (including, without limitation, coordinating with the Existing Trustee and Union Bank, N.A. to give notice, by first class postage paid mail, of the resignation of the Existing Trustee and appointment of Union Bank, N.A., as successor trustee to all holders of the Series A Notes) as may be reasonably necessary or appropriate to effect the appointment of the successor trustee under the Indenture.


I DO FURTHER CERTIFY that the above has not been amended, modified or rescinded, but remains in full force and effect.


IN WITNESS WHEREOF , I have hereunto set my hand this 27 th day of April 2011.








______ /s/ Jim Acosta _____________


Assistant Secretary







































































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