exh4-4_093008.htm


    
 

    
      EXECUTION
COPY

    

    
 

    EXHIBIT
4.4

    PNM
Resources, Inc.

    Alvarado
Square

    Albuquerque,
NM 87158

    


    APPOINTMENT
AS SUCCESSOR REMARKETING AGENT,

    AMENDMENT,
CONSENT

    August 4,
2008

    


    Citigroup
Global Markets Inc.

    388
Greenwich Street

    New York,
New York 10013

     

    U.S. Bank
National Association

    100 Wall
Street, Suite 1600

    New York,
New York 10005

     

    Ladies
and Gentlemen:

    


    Reference
is made to the Remarketing Agreement, dated as of October 7, 2005 (the “Remarketing Agreement”),
between PNM Resources, Inc. (the “Company”), Banc of America
Securities LLC and U.S. Bank National Association, not individually but solely
as purchase contract agent and attorney-in-fact of the holders of Purchase
Contracts (as defined in the Purchase Contract Agreement, as amended and
restated as of the date hereof and as further amended or supplemented from time
to time (the “Amended and
Restated Purchase Contract Agreement”)) (the “Purchase Contract Agent and
Attorney-in-Fact”).  Capitalized terms used herein, but not
defined herein, have the meanings assigned to them in the Remarketing
Agreement.

    


    1. Pursuant
to Section 10 of the Remarketing Agreement, on July 14, 2008 the Company gave
notice to Banc of America Securities LLC of removal as remarketing agent and the
Company hereby appoints Citigroup Global Markets Inc. as successor remarketing
agent (the “Remarketing
Agent”) to Banc of America Securities LLC.  Citigroup Global
Markets Inc. hereby accepts appointment as Remarketing Agent and hereby agrees
to become a party to the Remarketing Agreement as amended or supplemented from
time to time and to conduct the Remarketing in accordance with the Transaction
Documents in all material respects.

    


    2. Pursuant
to Section 21 of the Remarketing Agreement, the Company, the Remarketing Agent
and the Purchase Contract Agent and Attorney-in-Fact hereby agree to amend the
Remarketing Agreement such that, effective as of the date hereof,  the
defined term “Initial Remarketing Date” shall have the meaning set forth in
Section 1.01 of the Amended and Restated Purchase Contract
Agreement.

    


    3. Pursuant
to Section 21 of the Remarketing Agreement, the Remarketing Agent hereby
consents to the changes made as of the date hereof to the Transaction Documents
by the parties thereto, including without limitation, the Remarketing
procedures.


    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


      

    


    If the
foregoing letter agreement correctly sets forth the understanding among the
Company, Citigroup Global Markets Inc. and U.S. Bank National Association, as
Purchase Contract Agent and Attorney-in-Fact, please so indicate in the space
provided below, whereupon this letter and your acceptance shall constitute a
binding agreement among the parties hereto.

    


    


    Very
truly yours,

    


    PNM
RESOURCES, INC.

     

    By:/s/Terry R.
Horn                                                                           

    Name:

    Title:

    


    


    CONFIRMED
AND ACCEPTED:

     

    CITIGROUP
GLOBAL MARKETS INC.

     

    By: /s/Howard
Hiller

    Name: Howard Hiller

    Title: Managing Director

    


    


    CONFIRMED
AND ACCEPTED:

     

    U.S. BANK
NATIONAL ASSOCIATION,

    not individually but solely as Purchase
Contract Agent

    and Attorney-in-Fact for the Holders of
the

    Purchase
Contracts

     

    By: /s/Patrick J.
Crowley

    Name:       P.J.
Crowley

    Title:         Vice
President