PUBLIC SERVICE CO OF NEW MEXICO (Form: 8-K, Received: 10/12/2011 12:31:54)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported)	October 12, 2011
	(October 6, 2011)




Commission	Name of Registrants, State of Incorporation,	I.R.S. Employer
File Number	Address and Telephone Number	Identification No.
001-32462	PNM Resources, Inc.	85-0468296
	(A New Mexico Corporation)
	Alvarado Square
	Albuquerque, New Mexico 87158
	(505) 241-2700

001-06986	Public Service Company of New Mexico	85-0019030
	(A New Mexico Corporation)
	Alvarado Square
	Albuquerque, New Mexico 87158
	(505) 241-2700

______________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)


	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 1.01 Entry into a Material Definitive Agreement.

On October 6, 2011, Public Service Company of New Mexico (“PNM”) priced a registered underwritten public offering of $160 million aggregate principal amount of its 5.35% Senior Unsecured Notes due 2021 (the “Notes”). The offering closed on October 12, 2011. The Notes bear interest at a rate of 5.35% per annum, payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2012, and will mature on October 1, 2021. Proceeds from the offering will be used to repay outstanding borrowings under PNM's revolving credit facility.

The sale of the Notes was made pursuant to PNM's Registration Statement on Form S-3 (Registration No. 333-173530) (the “Registration Statement”), including a prospectus supplement dated October 6, 2011 (the “Prospectus Supplement”) to the prospectus contained therein dated May 26, 2011, filed by PNM with the Securities and Exchange Commission (the “SEC”), pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with the offering of the Notes, PNM entered into an Underwriting Agreement (the “Underwriting Agreement”), dated as of October 6, 2011, with J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc., as representatives of the several underwriters named therein. The Underwriting Agreement contains customary conditions and agreements, including indemnification. The foregoing is qualified in its entirety by reference to the Underwriting Agreement, which is Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company issued the Notes under an Indenture, dated as of August 1, 1998 (the “Base Indenture”), as previously supplemented and amended and as further supplemented and amended by a Fourth Supplemental Indenture dated as of October 12, 2011 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, as supplemented and amended, the “Indenture”), each by and between PNM and Union Bank, N.A. (ultimate successor to The Chase Manhattan Bank) (the “Trustee”). Terms of the Indenture and the Notes issued pursuant to the Indenture are described in the section of the Prospectus Supplement entitled “Description of the notes”, which is incorporated herein by reference. The foregoing is qualified in its entirety by reference to the Base Indenture and the Fourth Supplemental Indenture (including the form of Note), which are Exhibits 4.1 and 4.2, respectively, to this report and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 and is incorporated herein by reference.

Item 8.01 Other Events .

In connection with the issuance and sale of the Notes, as described in response to Item 1.01 of this Current Report on Form 8-K, the following exhibits are filed with, or incorporated by reference into, this Current Report on Form 8-K and are incorporated by reference into the Registration Statement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report on Form 8-K), (ii) the Base Indenture and the Fourth Supplemental Indenture (Exhibits 4.1 and 4.2 to this Current Report on Form 8-K), (iii) the opinions of counsel with respect to the validity of the Notes being sold in the offering (Exhibits 5.1 and 5.2 to this Current Report on Form 8-K) and (iv) certain information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement (Exhibit 99.1 to this Current Report on Form 8-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number Description

1.1 Underwriting Agreement, dated as of October 6, 2011.


4.1	Indenture, dated as of August 1, 1998, by and between PNM and Union Bank, N.A. (ultimate successor to The Chase Manhattan Bank), as trustee (Exhibit 4.1 to PNM's Registration Statement No. 333-53367, incorporated by reference).


4.2	Fourth Supplemental Indenture, dated as of October 12, 2011, to the Indenture, dated as of August 1, 1998, by and between PNM and Union Bank, N.A. (ultimate successor to The Chase Manhattan Bank), as trustee.


5.1	Opinion of Charles L. Moore, Associate General Counsel, with respect to the 5.35% Senior Unsecured Notes due 2021.


5.2	Opinion of Troutman Sanders LLP with respect to the 5.35% Senior Unsecured Notes due 2021.


99.1	Information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement (Registration No. 333-173530).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.




	PNM RESOURCES, INC. PUBLIC SERVICE COMPANY OF NEW MEXICO (Registrants)

Date: October 12, 2011	/s/ Thomas G. Sategna
	Thomas G. Sategna
	Vice President and Corporate Controller (Officer duly authorized to sign this report)

Execution Copy

Exhibit 1.1

$160,000,000

Public Service Company of New Mexico

5.35 % Senior Unsecured Notes due 2021

UNDERWRITING AGREEMENT

October 6, 2011

J.P. Morgan Securities LLC

Mitsubishi UFJ Securities (USA), Inc.

As Representatives of the

several Underwriters named

in Schedule 1 attached hereto

c/o J.P. Morgan Securities LLC,

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

Public Service Company of New Mexico, a New Mexico corporation (the “ Company ”), proposes to issue and sell $160.0 million aggregate principal amount of its 5.35% Senior Unsecured Notes due 2021 (the “ Notes ”) to the several underwriters named in Schedule 1 hereto (the “ Underwriters ”), for which J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc. are acting as representatives (the “ Representatives ”). The Notes will (i) have terms and provisions which are summarized in the Pricing Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a) hereof) and (ii) be issued pursuant to an Indenture dated as of August 1, 1998 between the Company and Union Bank, N.A. (ultimate successor to The Chase Manhattan Bank), as Trustee (the “ Trustee ”) (the “ Indenture ”), as supplemented and amended by the fourth supplemental indenture to be dated as of October 12, 2011 between the Company and the Trustee (the “ Supplemental Indenture .”) This agreement (this “ Agreement ”) is to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters.

1. Representations, Warranties and Agreements of the Company . The Company represents, warrants and agrees that:

(a) Filing of Registration Statement and Preliminary Prospectus; No Stop Order : (i) A registration statement on Form S-3 (File No. 333-173530) relating to certain securities to be issued from time to time by the Company has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the rules and regulations (the “ Rules and Regulations ”) of the Securities and Exchange Commission (the “ Commission ”) thereunder; (ii) the Registration Statement has been filed with the Commission under the Securities Act; (iii) the Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and,

excluding exhibits to the Registration Statement and any post-effective amendments thereto, but including all documents incorporated by reference in the prospectus contained therein, to the Representatives for each of the other Underwriters, have been declared effective by the Commission in such forms; and (iv) other than a registration statement, if any, increasing the size of the offering (a “ Rule 462(b) Registration Statement ”), filed pursuant to Rule 462(b) under the Securities Act, which became effective upon filing, no other document with respect to the Registration Statement, any post-effective amendment thereto or any document incorporated by reference therein has heretofore been filed or transmitted for filing with the Commission (other than for prospectuses filed pursuant to Rule 424(b) under the Securities Act) each in the form heretofore delivered to the Representatives. The Company is not an ineligible issuer as defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities. The Company has paid the registration fee for this offering pursuant to Rule 457 under the Securities Act. Copies of such Registration Statement and any amendment thereto have been delivered by the Company to the Representatives. As used in this Agreement:

(i) “ Applicable Time ” means 4:15 p.m. (New York City time) on October 6, 2011;

(ii) “ Delivery Date” shall have the meaning set forth in Section 4;

(iii) “ Effective Date ” means any date as of which any part of such registration statement or post effective amendment thereto relating to the Notes became, or is deemed to have become, effective under the Securities Act in accordance with the Rules and Regulations (including pursuant to Rule 430B of the Rules and Regulations);

(iv) “ Final Term Sheet ” means the term sheet prepared pursuant to Section 5(a)(i) of this Agreement and substantially in the form attached in Schedule 3 hereto;

(v) “ Issuer Free Writing Prospectus ” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Notes, including the Final Term Sheet;

(vi) “ Preliminary Prospectus ” means any preliminary prospectus relating to the Notes included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, including any preliminary prospectus supplement thereto relating to the Notes;

(vii) “ Pricing Disclosure Package ” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with the information included on Schedule 2 and each Issuer Free Writing

Prospectus filed or used by the Company on or before the Applicable Time, other than a road show that is an Issuer Free Writing Prospectus under Rule 433 of the Rules and Regulations;

(viii) “ Prospectus ” means the final prospectus relating to the Notes, including any prospectus supplement thereto relating to the Notes, as filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; and

(ix) “ Registration Statement ” means, collectively, the Registration Statement, any post-effective amendments thereto and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the Registration Statement at the time the Registration Statement became effective, but excluding the Statement of Eligibility and Qualification on Form T-1, each as amended at the time the Registration Statement or any post-effective amendment thereto became effective or the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective.

Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) prior to or on the date hereof (including, for purposes hereof, any documents incorporated by reference therein prior to or on the date hereof). Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company on Form 10-K, or amendment thereto on Form 10-K/A, filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement.

The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding or examination for such purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. The Commission has not notified the Company of any objection to the use of the form of the Registration Statement.

(b) Conformity to Description of Registration Statement, Preliminary Prospectus, Prospectus : The Registration Statement conformed and will conform in all material respects on the Effective Date and on the Delivery Date, and any amendment to

the Registration Statement filed after the date hereof will conform in all material respects, when filed, to the requirements of the Securities Act and the Rules and Regulations. The Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) and on the Delivery Date to the requirements of the Securities Act and the Rules and Regulations. The documents incorporated by reference in any Preliminary Prospectus or the Prospectus conformed, and any further documents so incorporated will conform, when filed with the Commission, in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder.

(c) Registration Statement : The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e) or in a separate letter addressing such information.

(d) Prospectus : The Prospectus will not, as of its date and on the Delivery Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e) or in a separate letter addressing such information.

(e) Incorporated Documents : The documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the foregoing representation and warranty is given on the basis that any statement contained in a document incorporated by reference therein shall be deemed not to be contained therein if the statement has been modified or superseded by any statement in a subsequently filed document incorporated by reference therein or in any amendment or supplement thereto.

(f) Pricing Disclosure Package : The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information

furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information is specified in Section 8(e) or in a separate letter addressing such information.

(g) Issuer Free Writing Prospectus : Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433) when considered together with the Pricing Disclosure Package as of the Applicable Time, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(h) Conformity to Description, Use, and Retaining of Issuer Free Writing Prospectuses : Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Company has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. The Company has not made any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives. The Company will, pursuant to reasonable procedures developed in good faith, retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations.

(i) Due Incorporation and Qualification : The Company has been duly incorporated or organized, is validly existing as a corporation or other business entity in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own its properties and conduct its business as described in the Pricing Disclosure Package and the Prospectus. The Company is duly qualified to do business as a foreign corporation or other business entity and is in good standing under the laws of each jurisdiction which requires such qualification, except where the failure to be so qualified or in good standing could not, in the aggregate, reasonably be expected to have a material adverse effect on (i) the condition (financial or otherwise), results of operations, stockholders' equity, properties or business of the Company and its subsidiaries taken as a whole or (ii) the ability of the Company to perform its obligations under this Agreement, the Indenture, the Supplemental Indenture or the Notes (a “ Material Adverse Effect ”). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule 1(i) attached hereto. None of the subsidiaries of the Company is a “significant subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act).

(j) Capitalization : The Company has an authorized capitalization as set forth in each of the Pricing Disclosure Package and the Prospectus.

(k) The Indenture and the Supplemental Indenture : (i) The Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms; and (ii) the Supplemental Indenture has been duly authorized and, when executed and delivered by the Company, will constitute a valid and binding agreement of the

Company enforceable against the Company in accordance with its terms, except in each case as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Indenture (i) has been duly qualified under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), (ii) complies, and as supplemented and amended by the Supplemental Indenture will comply, as to form with the requirements of the Trust Indenture Act and (iii) conforms, and the Supplemental Indenture when executed and delivered will conform, to the description thereof in the Pricing Disclosure Package and the Prospectus.

(l) The Notes : The Notes have been duly authorized by the Company and, when executed by the Company and authenticated by the Trustee in accordance with the Indenture and delivered to the Underwriters against payment therefor in accordance with the terms of this Agreement, will be validly issued and delivered, and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and the Supplemental Indenture and enforceable against the Company in accordance with their 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), and the Notes conform, or will conform, to the description thereof in the Pricing Disclosure Package and the Prospectus.

(m) Underwriting Agreement : The Company has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(n) No Conflicts : The execution, delivery and performance of this Agreement by the Company, the issue and sale of the Notes, the consummation of the transactions contemplated hereby, the Indenture and the Supplemental Indenture and the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Company and its subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; (ii) result in any violation of the provisions of the charter, by-laws or other organizational documents of the Company or any of its subsidiaries; or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties.

(o) No Consents Required : No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties is required to be obtained by the Company for the execution, delivery and performance of this Agreement,

the Indenture, the Supplemental Indenture or the Notes by the Company, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus (exclusive of any supplement thereto after the date hereof), except for such approval by the New Mexico Public Regulation Commission as has been obtained and except for the registration of the Notes under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state securities or blue sky laws in connection with the purchase and sale of the Notes by the Underwriters.

(p) No Material Adverse Changes : Except as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus (exclusive of any supplement thereto after the date hereof), neither the Company nor any of its subsidiaries has sustained, since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package and the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and since such date, there has not been any change in the capital stock, long-term debt, consolidated net current assets or stockholders' equity of the Company and/or any of its subsidiaries or any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, stockholders' equity, properties, management, business or prospects of the Company and its subsidiaries taken as a whole, in each case except as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(q) Historical Financial Statements : The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Pricing Disclosure Package and the Prospectus comply as to form in all material respects with the requirements of Regulation S-X under the Securities Act and present fairly in all material respects the consolidated financial condition of the Company and its consolidated subsidiaries as of the dates indicated therein and the consolidated results of their operations and cash flows for the periods specified therein. Except as stated therein, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods involved.

(r) Independent Public Accountants : Deloitte & Touche LLP, who have audited certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm with respect to the Company within the meaning of the applicable rules and regulations adopted by the Public Company Accounting Oversight Board (United States) and as required by the Securities Act and the Rules and Regulations.

(s) Compliance : The Company (i) owns or leases all such properties as are necessary to the conduct of its operations as presently conducted, (ii) is not in non-compliance with any term or condition of, nor has failed to obtain and maintain in effect, any license, certificate, permit or other governmental authorization required for the ownership or lease of its property or the conduct of its business and (iii) has not received

notice of any proceedings relating to the revocation or material modification of any such license, certificate, permit or other authorization, which non-compliance, failure or proceedings, individually or in the aggregate (in the case of clauses (ii) and (iii) above), could reasonably be expected to have a Material Adverse Effect, except as set forth in the Pricing Disclosure Package and the Prospectus (exclusive of any supplement thereto after the date hereof).

(t) Investment Company Act : The Company is not, and as of the Delivery Date and, after giving effect to the offer and sale of the Notes and the application of the proceeds therefrom as described under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus, will not be, an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended (the “ Investment Company Act ”).

(u) Litigation : Other than as set forth in the Pricing Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect or could, in the aggregate, reasonably be expected to have a material adverse effect on the performance of this Agreement, the Indenture, the Supplemental Indenture or the Notes or the consummation of the transactions contemplated hereby. To the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(v) No Labor Disturbance No labor disturbance by or dispute with the employees of the Company exists or is, to the best knowledge of the Company, threatened or is imminent that could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Pricing Disclosure Package and the Prospectus (exclusive of any supplement thereto after the date hereof).

(w) No Defaults : The Company is not in violation of its charter, bylaws or other organizational documents, nor, except as would not reasonably be likely to have a Material Adverse Effect, (i) is in default in the performance or observance of any term, material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties is subject, (ii) is in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property nor (iii) has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business.

(x) Sarbanes-Oxley : To the best of its knowledge, the Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) that are effective and the rules and regulations of the SEC that have been adopted and are effective thereunder.

(y) Environmental Matters : Except as set forth in or contemplated by the Pricing Disclosure Package and the Prospectus (exclusive of any supplement thereto after the date hereof), each of the Company and each of its subsidiaries (i) is in compliance with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”), (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except where such non-compliance with Environmental Laws or failure to receive, or comply with the terms and conditions of required permits, licenses or approvals, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Pricing Disclosure Package and the Prospectus (exclusive of any supplement thereto after the date hereof).

(z) Accounting Controls and Disclosure Controls : The Company and its subsidiaries maintain (x) systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (y) disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

(aa) Distribution and of Offering Materials : The Company has not distributed and, prior to the later to occur of the Delivery Date and completion of the distribution of the Notes, will not distribute any offering material in connection with the offering and sale of the Notes other than any Preliminary Prospectus, the Prospectus, and any Issuer Free Writing Prospectus to which the Representatives have consented (which consent being deemed to have been given with respect to (i) the Final Term Sheet prepared and filed pursuant to Section 5(a)(i) hereof and (ii) any other Issuer Free Writing Prospectus identified on Schedule 2 hereto).

(bb) Anti-Manipulation : The Company has not taken, directly or indirectly, any action intended or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in a manner which would violate the Securities Act or the Exchange Act.

(dd) Documents Described in or Filed as Exhibit to Registration Statement or Prospectus : There is no franchise, contract or other document of a character required under the Securities Act to be filed as an exhibit to the Registration Statement and described in the Registration Statement or Prospectus, which is not described or filed as required (and the Pricing Disclosure Package contains in all material respects the same description of the foregoing matters contained in the Prospectus).

(ee) Taxes : The Company has filed all tax returns that are required to be filed or has requested extensions thereof, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith and with respect to which adequate reserves are being maintained in conformity with generally accepted accounting principles or where the failure to file such returns or pay such taxes, assessments, fines or penalties (i) would not reasonably be expected to have a Material Adverse Effect or (ii) is set forth in or contemplated in the Pricing Disclosure Package and the Prospectus (exclusive of any supplement thereto).

(ff) Insurance : The Company and each of its subsidiaries are insured against such losses and risks and in such amounts as the Company reasonably believes are (i) prudent and customary in the businesses in which they are engaged and (ii) adequate to protect the Company and its subsidiaries and their respective businesses; neither the Company nor any such subsidiary has been refused any insurance coverage sought or applied for; and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

(gg) ERISA, Employee Matters : None of the following events has occurred or exists which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), and the regulations and published interpretations thereunder with respect to a Plan, determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees by any of the Company or any of its subsidiaries; (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Company or any of its subsidiaries. None of the following events has occurred or is reasonably likely to occur which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) an increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the most recently completed fiscal year of the Company and its subsidiaries; (ii) an increase in the “accumulated post-retirement benefit

obligations” (within the meaning of Statement of Financial Accounting Standards 106) of the Company and its subsidiaries compared to the amount of such obligations in the most recently completed fiscal year of the Company and its subsidiaries; (iii) any event or condition giving rise to a liability under Title IV of ERISA; or (iv) the filing of a claim by one or more employees or former employees of the Company or any of its subsidiaries related to their employment. For purposes of this paragraph, the term “ Plan ” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which the Company or any of its subsidiaries may have any liability.

(hh) No Unlawful Payments : Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(ii) Compliance with Money Laundering Laws : The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(jj) Compliance with OFAC : None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ OFAC ”).

(kk) No Stabilization : The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Notes.

Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Notes shall be deemed a representation and warranty by the Company, as to matters covered thereby but only as of the date thereof, to each Underwriter.

2. Purchase of the Notes by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell to the several Underwriters, and each of the

Underwriters, severally and not jointly, agrees to purchase from the Company, at a price equal to 99.207% of the principal amount thereof, plus accrued interest, if any, from October 12, 2011, the principal amount of the Notes set forth opposite that Underwriter's name in Schedule 1 hereto.

3. Offering of Notes by the Underwriters . Upon authorization by the Representatives of the release of the Notes, the several Underwriters propose to offer the Notes for sale upon the terms and conditions to be set forth in the Prospectus.

4. Delivery of and Payment for the Notes. Delivery of and payment for the Notes shall be made at 10:00 A.M., New York City time, on the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the “ Delivery Date .” Delivery of the Notes shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the aggregate purchase price of the Notes being sold by the Company to or upon the order of the Company of the purchase price therefor by wire transfer of immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Notes through the facilities of DTC unless the Representatives shall otherwise instruct. Upon delivery, the Notes shall be registered in the name of Cede & Co., as nominee for DTC.

5. Further Agreements of the Company and the Underwriters . (a) The Company agrees:

(i) Filing of Prospectus; Amendments and Supplements; Filing of Exchange Act Reports; Notice of Stop Orders : To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the Delivery Date except as provided herein; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representatives with copies thereof and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes; to prepare the Final Term Sheet, substantially in the form of Schedule 3 hereto and approved by the Representatives and file the Final Term Sheet pursuant to Rule 433(d) of the Rules and Regulations within the time period prescribed by such Rule; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction, of the initiation or threatening by the Commission of any proceeding or examination for any

such purpose, of any notice from the Commission objecting to the use of the form of the Registration Statement or any post effective amendment thereto, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;

(ii) Payment of Commission Fees : If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act;

(iii) Copies of Preliminary Prospectus, Prospectus, Issuer Free Writing Prospectus and Incorporated Documents; Certain Events and Amendments or Supplements : To deliver promptly to the Representatives on or prior to the Delivery Date such number of the following documents as the Representatives shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings), (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus, (C) the Final Term Sheet and each other Issuer Free Writing Prospectus and (D) any document incorporated by reference in any Preliminary Prospectus or the Prospectus; and, if the delivery of a prospectus is required at any time after the date hereof in connection with the offering or sale of the Notes and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance;

(iv) Filing of Amendments or Supplements : To file promptly with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission;

(v) Furnishing of Amendments or Supplements : Prior to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus, any document incorporated by reference in the Prospectus or any amendment to any document incorporated by reference in the Prospectus, to furnish a copy thereof to

the Representatives and counsel for the Underwriters and not file any of the same with the Commission to which the Representatives shall reasonably object, for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes;

(vi) Offers by Issuer Free Writing Prospectuses : Not to make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representatives (which consent being deemed to have been given with respect to (A) the Final Term Sheet prepared and filed pursuant to Section 5(a)(i) hereof and (B) any other Issuer Free Writing Prospectus identified on Schedule 2 hereto);

(vii) Rule 433; Certain Events and Amendments or Supplements to Issuer Free Writing Prospectus : To comply with all applicable requirements of Rule 433 with respect to any Issuer Free Writing Prospectus; and if at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the Pricing Disclosure Package and the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representatives and, upon their request, to file such document and to prepare and furnish without charge to each Underwriter as many copies as the Representatives may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance;

(viii) Earning Statement : As soon as practicable after the Effective Date and in any event not later than 16 months after the date hereof, to make generally available to the Company's security holders and to deliver to the Representatives an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations (including in accordance with Rule 158 under the Securities Act);

(ix) Blue Sky Qualifications : Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes; provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any jurisdiction in which it would not otherwise be subject;

(x) Clear Market : Until 10 days following the Delivery Date, the Company will not, without the prior written consent of the Representatives, directly or indirectly, issue, sell, offer to sell, grant any option for the sale of or otherwise dispose of, any debt

securities that are substantially similar to the Notes (including, without limitation, with respect to the maturity, currency, interest rate and other material terms of the Notes);

(xi) Application of Net Proceeds : To apply the net proceeds from the sale of the Notes being sold by the Company as set forth in the Prospectus; and

(x) Anti-manipulation : Not to at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in the stabilization or manipulation of the price of any security of the Company in a manner that would violate the Securities Act or the Exchange Act.

(b) Each Underwriter severally agrees that, unless it has obtained or obtains the prior consent of the Company, it has not made and will not make any offer relating to the Notes that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission; provided, however , that the Underwriters may use a term sheet substantially in the form of Schedule 3 hereto without the consent of the Company. Any such free writing prospectus consented to by the Company is hereinafter referred to as “ Permitted Issuer Information .”

6. Expenses. The Company agrees, whether or not the transactions contemplated by this Agreement, the Indenture and the Supplemental Indenture are consummated or this Agreement is terminated, to pay all costs, expenses, fees and taxes incident to and in connection with (a) the authorization, issuance, sale and delivery of the Notes and any stamp duties or other taxes payable in that connection; (b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendment or supplement thereto, or any document incorporated by reference therein, all as provided in this Agreement; (d) the production and distribution of this Agreement, the Indenture, the Supplemental Indenture and the Notes and any other related documents in connection with the offering, purchase, sale and delivery of the Notes; (e) the qualification of the Notes under the securities laws of the several jurisdictions as provided in Section 5(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (including related fees and expenses of counsel to the Underwriters in an amount that is not greater than $5,500); (f) the services of the Trustee and any agent of the Trustee (including the fees and disbursements of counsel for the Trustee); (g) the investor presentations on any “road show” undertaken in connection with the marketing of the Notes, including, without limitation, expenses associated with any electronic roadshow, travel and lodging expenses of the representatives and officers of the Company and the cost of any aircraft chartered in connection with the road show; (h) the services of the Company's independent registered public accounting firm; (i) the services of the Company's counsel; (j) any rating of the Notes by rating agencies; (k) any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Notes (including related fees and expenses of counsel to the Underwriters); and (l) all other costs and expenses incident to the performance of the obligations of the Company under this Agreement; provided that, except as provided in this Section 6 and in Section 11, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the Notes

which they may sell and the expenses of advertising any offering of the Notes made by the Underwriters.

7. Conditions of Underwriters' Obligations . The respective obligations of the Underwriters hereunder are subject to the accuracy, when made and on the Delivery Date, of the representations and warranties of the Company contained herein, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions:

(a) Filing of Prospectus and Free Writing Prospectus; No Stop Order : The Prospectus shall have been timely filed with the Commission in accordance with Section 5(a)(i); the Company shall have complied with all filing requirements applicable to any Issuer Free Writing Prospectus used or referred to after the date hereof; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus shall have been issued and no proceeding or examination for such purpose shall have been initiated or, to the knowledge of the Company, threatened by the Commission; any request of the Commission for inclusion of additional information in the Registration Statement or the Prospectus shall have been complied with; and the Commission shall not have notified the Company of any objection to the use of the form of the Registration Statement.

(b) No Discovery of Untrue Statements or Omissions : No Underwriter shall have discovered and disclosed to the Company on or prior to the Delivery Date that the Registration Statement, the Prospectus or the Pricing Disclosure Package, or any amendment or supplement thereto, contains an untrue statement of a fact which, in the opinion of Simpson Thacher & Bartlett LLP, counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.

(c) Other Documents and Certificates : All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Indenture, the Supplemental Indenture, the Notes, the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

(d) Opinions of Company Counsel : Charles L. Moore, Associate General Counsel, SEC Reporting and Corporate Transactions, of the Company, shall have furnished to the Representatives his written opinion, as counsel to the Company, addressed to the Underwriters and dated the Delivery Date, substantially in the form attached hereto as Exhibit B-1 . Troutman Sanders LLP shall have furnished to the Representatives its written opinion, as counsel to the Company, addressed to the Underwriters and dated the Delivery Date, substantially in the form attached hereto as Exhibit B-2 . Snell & Wilmer L.L.P. shall have furnished to the Representatives its written opinion, as special counsel to the Company, addressed to the Underwriters and dated the Delivery Date, substantially in the same form attached hereto as Exhibit B-3 .

(e) Opinions of Underwriters' Counsel : The Representatives shall have received from Simpson Thacher & Bartlett LLP, counsel for the Underwriters, such opinion or opinions, dated the Delivery Date, with respect to the issuance and sale of the Notes, the Indenture, the Supplemental Indenture, the Registration Statement, the Prospectus and the Pricing Disclosure Package and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(f) Letters of Accountants : At the time of execution of this Agreement, the Representatives shall have received from Deloitte & Touche LLP a letter, in form and substance satisfactory to the Representatives, addressed to the Underwriters and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S‑X of the Commission, and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' “comfort letters” to underwriters in connection with registered public offerings.

(g) With respect to the letter of Deloitte & Touche LLP referred to in the preceding paragraph and delivered to the Representatives concurrently with the execution of this Agreement (the “ initial letter ”), the Company shall have furnished to the Representatives a letter (the “ bring-down letter ”) of such accountants, addressed to the Underwriters and dated the Delivery Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of the bring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter.

(h) Officers' Certificates : The Company shall have furnished to the Representatives a certificate, dated the Delivery Date, of its Chief Executive Officer and President, President of Utilities, Executive Vice President, Chief Financial Officer or any Senior Vice President, and any Vice President or Treasurer, stating that:

(i) The representations, warranties and agreements of the Company in Section 1 are true and correct on and as of the Delivery Date, and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Delivery Date;

(ii) No stop order suspending the effectiveness of the Registration Statement has been issued; no proceedings or examination for that purpose have been instituted or, to the knowledge of such officers, threatened; and the Commission has not notified the Company of any objection to the use of the form of the Registration Statement or any post-effective amendment thereto; and

(iii) They have carefully examined the Registration Statement, the Prospectus and the Pricing Disclosure Package, and, in their opinion, (A) (1) the Registration Statement, as of the Effective Date, (2) the Prospectus, as of its date and on the Delivery Date, or (3) the Pricing Disclosure Package, as of the Applicable Time, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances under which they were made) not misleading and (B) since the Effective Date, no event has occurred that should have been set forth in a supplement or amendment to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus that has not been so set forth.

(i) No Material Changes : Except as described in the Pricing Disclosure Package and the Prospectus, (i) neither the Company nor any of its subsidiaries shall have sustained, since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package and the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) since the date of the Pricing Disclosure Package, there shall not have been any change in the capital stock, long-term debt, consolidated net current assets or stockholders' equity of the Company and/or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, stockholders' equity, properties, management or business of the Company and its subsidiaries taken as a whole, the effect of which, in any such case described in clause (i) or (ii), is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes being delivered on the Delivery Date on the terms and in the manner contemplated in the Prospectus.

(j) No Downgrading: Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the rating accorded the Company's debt securities or preferred stock by any “nationally recognized statistical rating organization” (as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations), and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities or preferred stock.

(k) Non-Occurrence of Certain Events : Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or in the over-the-counter market, or trading in any securities of the Company

on any exchange or in the over-the-counter market, shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the public offering, sale or delivery of the Notes being delivered on the Delivery Date on the terms and in the manner contemplated in the Prospectus.

All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance as provided in exhibits to this Agreement, and if not so provided, then in form and substance reasonably satisfactory to counsel for the Underwriters.

8. Indemnification and Contribution.

(a) The Company shall indemnify and hold harmless each Underwriter, its directors, officers and employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Notes), to which that Underwriter, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in (A) any Preliminary Prospectus, the Registration Statement, the Prospectus or in any amendment or supplement thereto, (B) any Issuer Free Writing Prospectus or in any amendment or supplement thereto, (C) any Permitted Issuer Information used or referred to in any “free writing prospectus” (as defined in Rule 405) used or referred to by any Underwriter or (D) any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus (a “ Non-Prospectus Road Show ”), (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information, any Non-Prospectus Road Show, any material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any act or failure to act or any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Notes or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above ( provided that the Company shall not be liable under this clause (iii) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, liability or

action resulted directly from any such acts or failures to act undertaken or omitted to be taken by such Underwriter through its gross negligence or willful misconduct), and shall reimburse each Underwriter and each such director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided , however , that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any such amendment or supplement thereto or in any Permitted Issuer Information, any Non-Prospectus Road Show in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information consists solely of the information specified in Section 8(e) or in a separate letter addressing such information. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Underwriter or to any director, officer, employee or controlling person of that Underwriter.

(b) Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, its directors, officers and employees, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company or any such director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Non-Prospectus Road Show, or (ii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Non-Prospectus Road Show, any material fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Underwriter furnished to the Company through the Representatives by or on behalf of that Underwriter specifically for inclusion therein, which information is limited to the information set forth in Section 8(e) or in a separate letter addressing such information. The foregoing indemnity agreement is in addition to any liability that any Underwriter may otherwise have to the Company or any such director, officer, employee or controlling person.

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

from any liability which it may have under this Section 8 except to the extent it has been materially prejudiced by such failure and, provided , further , that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however , that the indemnified party shall have the right to employ counsel to represent jointly the indemnified party and those other indemnified parties and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought under this Section 8 if (i) the indemnified party and the indemnifying party shall have so mutually agreed; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party and its respective directors, officers, employees and controlling persons shall have reasonably concluded that there may be legal defenses available to them that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnified parties or their respective directors, officers, employees or controlling persons, on the one hand, and the indemnifying party, on the other hand, and represen-tation of both sets of parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the indemnifying party. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any findings of fact or admissions of fault or culpability as to the indemnified party, or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

(d) If the indemnification provided for in this Section 8 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as

a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other, from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and the Underwriters, on the other, with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other, with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes purchased under this Agreement (before deducting expenses) received by the Company, as set forth in the table on the cover page of the Prospectus, on the one hand, and the total underwriting discounts and commissions received by the Underwriters with respect to the Notes purchased under this Agreement, as set forth in the table on the cover page of the Prospectus, on the other hand. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 8(d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 8(d) shall be deemed to include, for purposes of this Section 8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the net proceeds from the sale of the Notes underwritten by it exceeds the amount of any damages that such Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute as provided in this Section 8(d) are several in proportion to their respective underwriting obligations and not joint.

(e) The Underwriters severally confirm and the Company acknowledges and agrees that the statements regarding delivery of the Notes by the Underwriters set forth on the cover page of, and the concession and reallowance figures and the paragraph relating to stabilization by the Underwriters appearing under the caption “Underwriting” in, the Pricing Disclosure Package and the Prospectus are correct and constitute information concerning such Underwriters furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in any Preliminary Prospectus, the

Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Non-Prospectus Road Show.

9. Defaulting Underwriters . If, on the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Notes that the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule 1 hereto bears to the aggregate principal amount set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule 1 hereto; provided, however , that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the principal amount of the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% of the aggregate principal amount of the Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of principal amount of the Notes that it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Notes that a defaulting Underwriter agreed but failed to purchase.

Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

10. Termination. The obligations of the Underwriters hereunder may be terminated by the Representatives by notice given to and received by the Company prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(i), 7(j) and 7(k) shall have occurred or if the Underwriters shall decline to purchase the Notes for any reason permitted under this Agreement.

11. Reimbursement of Underwriters' Expenses. If (a) the Company shall fail to tender the Notes for delivery to the Underwriters for any reason or (b) the Underwriters shall decline to purchase the Notes for any reason permitted under this Agreement, the Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and disbursements of counsel) incurred by the Underwriters in connection with this Agreement and

the proposed purchase of the Notes, and upon demand the Company shall pay the full amount thereof to the Representatives. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Underwriters, the Company shall not be obligated to reimburse any defaulting Underwriter on account of those expenses.

12. Research Analyst Independence. The Company acknowledges that the Underwriters' research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters' research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters' investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.

13. No Fiduciary Duty . The Company acknowledges and agrees that in connection with this offering, sale of the Notes or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Underwriters, on the other, exists; (ii) the Underwriters are not acting as advisors, expert or otherwise, to the Company, including, without limitation, with respect to the determination of the public offering price of the Notes, and such relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates may have interests that differ from those of the Company. The Company hereby waives any claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty in connection with this offering.

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

(a) if to the Underwriters, shall be delivered or sent by mail or facsimile transmission to J.P. Morgan Securities LLC, 383 Madison Avenue New York, New York 10179, Attention: High Grade Syndicate Desk -3rd Floor, Facsimile: (212) 834-6081; and Mitsubishi UFJ Securities (USA), Inc., 1633 Broadway, 29th Floor, New York, New York 10019, Facsimile: (646) 434-3455, Attn: Capital Markets Group.

(b) if to the Company, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: General Counsel, Facsimile: (505) 241-2368.

Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Underwriters by either Representative.

15. Persons Entitled to Benefit of Agreement . This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (A) the representations, warranties, indemnities and agreements of the Company and the Underwriters contained in this Agreement shall also be deemed to be for the benefit of the directors, officers and employees of the Underwriters or the Company and each person or persons, if any, who control any Underwriter or the Company within the meaning of Section 15 of the Securities Act and (B) the indemnity agreement of the Underwriters contained in Section 8(b) of this Agreement shall be deemed to be for the benefit of the directors of the Company, the officers of the Company who have signed the Registration Statement and any person controlling the Company within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 15, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

16. Survival. The respective indemnities, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Notes and shall remain in full force and effect, regardless of any investigation made by or on behalf of any of them or any person controlling any of them.

17. USA Patriot Act . The parties to the Agreement acknowledge that, in accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56), each Underwriter is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the names and addresses of its clients, as well as other information that will allow each Underwriter to properly identify its clients.

18. Definition of the Terms “Business Day” and “Subsidiary” . For purposes of this Agreement, (a) “ business day ” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close and (b) “ subsidiary ” has the meaning set forth in Rule 405.

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

20. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument.

21. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

If the foregoing correctly sets forth the agreement between the Company and the Underwriters, please indicate your acceptance in the space provided for that purpose below.

Very truly yours,

PUBLIC SERVICE COMPANY OF NEW

MEXICO

By: /s/ Terry Horn

Name: Terry Horn

Title: VP & Treasurer

Underwriting Agreement for Public Service Company of New Mexico

Accepted:

J.P. Morgan Securities LLC

Mitsubishi UFJ Securities (USA), Inc.

For themselves and as Representatives

of the several Underwriters named

in Schedule 1 hereto

J.P. MORGAN SECURITIES LLC

By: ______ /s/ Robert Bottamedi

Authorized Representative

MITSUBISHI UFJ SECURITIES (USA), INC.

By: /s/ Richard Testa

Authorized Representative

RICHARD TESTA

MANAGING DIRECTOR

Underwriting Agreement for Public Service Company of New Mexico

SCHEDULE 1



Underwriters		Aggregate principal amount of Notes to be Purchased
J.P. Morgan Securities LLC		$54,400,000
Mitsubishi UFJ Securities (USA), Inc.		$25,600,000
Citigroup Global Markets Inc.		$16,000,000
Wells Fargo Securities, LLC		$16,000,000
BNY Mellon Capital Markets, LLC		$8,000,000
KeyBanc Capital Markets Inc.		$8,000,000
RBC Capital Markets, LLC		$8,000,000
SunTrust Robinson Humphrey, Inc.		$8,000,000
UBS Securities LLC		$8,000,000
U.S. Bancorp Investments, Inc.		$8,000,000

Total		$160,000,000

SCHEDULE 1(i)

List of all subsidiaries of the Company


1.	PNM Receivables Corp.


2.	MCB Financial Group, Inc.


3.	Meadows Resources, Inc.


4.	Republic Holding Company


5.	Republic Savings Bank, F.S.B.


6.	Bellamah Associates Ltd.


7.	Bellamah Community Development


8.	Bellamah Holding Company


9.	Bellamah Holding Ltd.


10.	Bellamah Investors Ltd.

SCHEDULE 2

ISSUER FREE WRITING PROSPECTUSES


•	Final Term Sheet, dated October 6, 2011, relating to the Notes, as filed pursuant to Rule 433 under the Securities Act and attached as Schedule 3 hereto.

SCHEDULE 3

TERM SHEET

PUBLIC SERVICE COMPANY OF NEW MEXICO

5.35% SENIOR UNSECURED NOTES DUE 2021



Issuer:	Public Service Company of New Mexico
Ratings (Moody's/S&P):	[Omitted]
Principal Amount:	$160,000,000
Security Type:	Senior Unsecured Notes
Legal Format:	SEC Registered
Trade Date:	October 6, 2011
Settlement Date:	October 12, 2011
Maturity Date:	October 1, 2021
Issue Price:	99.857% of principal amount
Coupon:	5.35%
Benchmark Treasury:	UST 2.125% due August 15, 2021
Benchmark Treasury Yield:	1.969%
Spread to Benchmark Treasury:	+340 basis points
Re-offer Yield:	5.369%
Interest Payment Dates:	Semi-annually on April 1 and October 1, commencing on April 1, 2012
Redemption Provisions:
Make-whole call:	Until July 1, 2021, at a make-whole premium using a discount rate of Treasury Rate plus 50 basis points
Par call:	On or after July 1, 2021, at par
Denominations:	$1,000 and integral multiples thereof
CUSIP:	744542AB7
ISIN:	US744542AB70
Joint Bookrunners:	J.P. Morgan Securities LLC Mitsubishi UFJ Securities (USA), Inc.
Joint Lead Managers:	Citigroup Global Markets Inc. Wells Fargo Securities, LLC
Co-Managers:	BNY Mellon Capital Markets, LLC KeyBanc Capital Markets Inc. RBC Capital Markets, LLC SunTrust Robinson Humphrey, Inc. UBS Securities LLC U.S. Bancorp Investments, Inc.

The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus for this offering in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR®) at www.sec.gov . Alternatively, you may obtain a copy of the prospectus from J.P. Morgan Securities LLC by calling collect at 1-212-834-4533 or from Mitsubishi UFJ Securities (USA), Inc. by calling toll free at 1-877-649-6848.

EXHIBIT B-1

FORM OF OPINION OF CHARLES L. MOORE

October 12, 2011

J.P. Morgan Securities LLC

Mitsubishi UFJ Securities (USA), Inc.

and the other several Underwriters named

in Schedule 1 to the Underwriting Agreement

referred to below

c/o J.P. Morgan Securities LLC,

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

I have acted as counsel for Public Service Company of New Mexico, a New Mexico corporation (the “Company”), in connection with the issuance and sale by the Company of $160.0 million aggregate principal amount of 5.35% Senior Unsecured Notes due 2021 (the “Notes”) pursuant to the Indenture dated as of August 1, 1998, between the Company and Union Bank, N.A. (ultimate successor to The Chase Manhattan Bank), as Trustee (the “Trustee”) (the “Indenture”), as supplemented and amended by the fourth supplemental indenture to be dated as of October 12, 2011 between the Company and the Trustee (the “Supplemental Indenture”) and in accordance with that certain Underwriting Agreement dated as of October 6, 2011 between the Company and the Underwriters named therein (the “Agreement”). Capitalized terms used herein which are defined in the Agreement have the meanings set forth in the Agreement, unless otherwise defined herein.

This opinion letter is delivered to you at the request of the Company pursuant to Section 7(d) of the Agreement.

In the capacity described above, I have examined originals or copies of the following documents, which are referred to herein collectively as the “Transaction Documents”:


(a)	the Registration Statement, the Pricing Disclosure Package, the Prospectus and each Issuer Free Writing Prospectus;


(b)	the Agreement, the Indenture, the Supplemental Indenture and the global Note; and


(c)	the Agreement of Resignation, Appointment and Acceptance, effective as of June 1, 2011, by and among Texas-New Mexico Power Company, The Bank of New York Mellon Trust Company, N.A. and the Trustee.

In connection with the opinions rendered below, I have also examined copies of the following documents:

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(a)

a certificate of the Assistant Secretary of the Company, dated ______, 2011, to which is attached: (i) the Restated Articles of Incorporation of the Company, as certified on ______, 2011, by the New Mexico Public Regulation Commission (the “NMPRC”); (ii) the Bylaws of the Company; (iii) a unanimous written consent of the Board of Directors of the Company, dated as of ____, 2011; (iv) resolutions of the Board of Directors of PNM Resources, Inc., the parent company of the Company (“PNM Resources Board”); and (v) resolutions adopted by the Pricing Committee of the PNM Resources Board at a meeting held on ______, 2011 (the “Private Certificate”);


(b)	a certificate of good standing with respect to the Company, issued by the NMPRC and a bring-down letter with respect thereto (the “Public Certificates”); and


(c)	the Final Order issued October 21, 2010 by the NMPRC in Case No. 10-00269-UT regarding the issuance of the Notes.

In addition, I have examined such other records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as I have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

As to questions of fact material to such opinions, I have, when relevant facts were not independently established, relied upon and assumed the accuracy of, with your permission, certificates of the Company and of its officers, upon certificates and comparable documents of public officials, and upon statements in the Transaction Documents.

In making the examinations of the Agreement and the other documents described above, I have assumed (i) the genuineness of all signatures (other than the signatures of the Company), (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to me as originals, (iv) the conformity to original documents of all documents submitted to me as certified or photostatic copies (including telecopies) and the authenticity of the originals of such documents, (v) the correctness of all statements of fact contained in all such original documents, (vi) the due authorization, execution and delivery of all documents by all parties and the validity and binding effect thereof (other than the authorization, execution and delivery of documents by the Company, and the validity and binding effect thereof upon the Company), (vii) that all parties (other than the Company) to the Transaction Documents (x) are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization; and (y) have the requisite power and authority to execute and deliver the documents and agreements discussed herein and to perform their respective obligations under the documents and agreements discussed herein to which they are a party; and (viii) no party nor any other person has acted in a manner, and no other event has occurred, since the date of the execution, adoption, effectiveness or delivery of the Transaction Documents, the Private Certificate or the Public Certificate or any other document reviewed by me having a date prior to the date hereof, as the case may be, that would effect an amendment, modify the interpretation thereof or cause any statement made therein not to be true and complete.

No opinion is expressed regarding compliance with covenants in any agreement to which the Company or any of its subsidiaries is a party incorporating calculations of a financial or

B-1-2

accounting nature. I have also assumed the validity and constitutionality of each relevant statute, rule, regulation and agency covered by this opinion letter.

In rendering my opinions set forth below, I have, with your approval, assumed without independent verification that the Underwriters and the Company have complied and will comply with their respective representations, warranties and agreements in the Agreement and that the offer, issuance, sale and delivery of the Notes will be carried out in the manner described in the Registration Statement.

On the basis of the foregoing, and in reliance thereon, and subject to the limitations, qualifications, assumptions, exceptions and other matters set forth herein, I am of the opinion that, as of the date hereof:

(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of New Mexico, with full corporate power and authority to own its properties and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and to enter into and to perform its obligations under, or as contemplated by, the Agreement. The Company is duly qualified to do business as a foreign corporation in good standing under the laws of each jurisdiction which requires such qualification where the failure to be so qualified would, individually, or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ii) The Company has an authorized capitalization as set forth in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(iii) None of the execution, delivery and performance of the Agreement by the Company, the execution and delivery of the Supplemental Indenture and the Notes, the issue and sale of the Notes, the compliance by the Company with the Agreement, the Indenture, the Supplemental Indenture and the Notes, or the consummation of the transactions therein contemplated and the application of the proceeds from the sale of Notes as described under “Use of Proceeds” in each of the Registration Statement, the Pricing Disclosure Package and Prospectus, will (i) conflict with the charter, bylaws, or other organizational documents of the Company or any of its subsidiaries, (ii) conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, any statute, law, rule, regulation or, to my knowledge after reasonable inquiry, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties or (iii) conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument known to me after reasonable inquiry to which the Company is a party or by which the Company is subject.

(iv) Other than the approval of the NMPRC, which was obtained on October 21, 2010, no consent, approval, authorization, filing with or order of any court or governmental agency or body of the State of New Mexico is required to be obtained by the Company for the execution and delivery by the Company of the Supplemental Indenture or the Agreement or for the performance by the Company of its obligations thereunder, or the issuance by the Company

B-1-3

of the Notes as described in the Supplemental Indenture, except as may be required under New Mexico securities or blue sky laws, as to which I express no opinion.

(v) To my knowledge after reasonable inquiry, and except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (A) no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or its property is pending or threatened that (1) could reasonably be expected to have a material adverse effect on the performance of the Agreement or the consummation of any of the transactions contemplated thereby or (2) could reasonably be expected to have a Material Adverse Effect; and (B) no labor disturbance by or dispute with the employees of the Company exists or is threatened or is imminent that could reasonably be expected to have a Material Adverse Effect.

(vi) Each of the Indenture and the Supplemental Indenture has been duly authorized, executed and delivered by the Company.

(vii) The Notes have been duly authorized and executed by the Company.

(viii) The Agreement has been duly and validly authorized, executed and delivered by the Company.

I am a member of the Bar of the State of New Mexico, and, for purposes of this opinion, do not hold myself out as an expert on the laws of any jurisdiction other than the State of New Mexico and express no opinion as to any choice of law matters nor as to, or the effect or applicability of, any laws other than the laws of the State of New Mexico, except that I express no opinion as to the applicability of, or compliance with, New Mexico “blue sky” or state securities laws. The opinions herein are expressed as of the date hereof, and I assume no obligation to revise, update or supplement such opinions to reflect any change in any fact or circumstance that hereafter comes to my attention, or any change in law that may hereafter occur, whether by legislative action, judicial decision, or in any other manner. This opinion letter is furnished only to you in connection with the contemplated transactions and is solely for your benefit. This opinion letter may not be used, relied upon, circulated, quoted or otherwise referred to for any purpose without my prior written consent (including by any person who acquires Notes from the Underwriters), except as may be required by applicable law or regulation.

Very truly yours,

Charles L. Moore

Associate General Counsel

SEC Reporting and Corporate

Transactions

PNM Resources, Inc.

B-1-4

EXHIBIT B-2

FORM OF OPINION OF TROUTMAN SANDERS LLP

October 12, 2011

J.P. Morgan Securities LLC

Mitsubishi UFJ Securities (USA), Inc.

and the other several Underwriters named

in Schedule 1 to the Underwriting Agreement

referred to below

c/o J.P. Morgan Securities LLC,

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

We have acted as counsel for Public Service Company of New Mexico, a New Mexico corporation (the “Company”), in connection with the issuance and sale by the Company of $160.0 million aggregate principal amount of its 5.35% Senior Unsecured Notes due 2021 (the “Notes”) pursuant to the Indenture, dated as of August 1, 1998, between the Company and Union Bank, N.A. (ultimate successor to The Chase Manhattan Bank), as Trustee (the “Trustee”) (the “Indenture”), as supplemented and amended by the fourth supplemental indenture to be dated as of October 12, 2011 between the Company and the Trustee (the “Supplemental Indenture”) and in accordance with that certain Underwriting Agreement dated as of October 6, 2011 between the Company and the Underwriters named therein (the “Agreement”). Capitalized terms used herein which are defined in the Agreement have the meanings set forth in the Agreement, unless otherwise defined herein.

This opinion letter is delivered to you at the request of the Company pursuant to Section 7(d) of the Agreement.

In the capacity described above, we have examined originals or copies of the following documents, which are referred to herein collectively as the “Transaction Documents”:


(a)	the Registration Statement, the Pricing Disclosure Package, the Prospectus and each Issuer Free Writing Prospectus;


(b)	the Agreement, the Indenture, the Supplemental Indenture, and the global Note; and


(c)	the Agreement of Resignation, Appointment and Acceptance, effective as of June 1, 2011, by and among Texas-New Mexico Power Company, The Bank of New York Mellon Trust Company, N.A. and the Trustee.

In connection with the opinions rendered below, we have also examined copies of the following documents:


(a)	a certificate of the Secretary of the Company, dated ______, 2011, to which is attached: (i) the Restated Articles of Incorporation of the Company, as certified

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on ______, 2011, by the New Mexico Public Regulation Commission (the “NMPRC”); (ii) the Bylaws of the Company; (iii) a unanimous written consent of the Board of Directors of the Company, dated as of ____, 2011; (iv) resolutions of the Board of Directors of PNM Resources, Inc., the parent company of the Company (“PNM Resources Board”); and (v) resolutions adopted by the Pricing Committee of the PNM Resources Board at a meeting held on ______, 2011 (the “Private Certificate”); and


(b)	a certificate of good standing with respect to the Company, issued by the NMPRC and a bring-down letter with respect thereto (the “Public Certificates”).

In addition, we have examined such other records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

As to questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon and assumed the accuracy of, with your permission, certificates of the Company and of its officers, upon certificates and comparable documents of public officials, and upon statements in the Transaction Documents. As to all matters of New Mexico law, including the opinion set out in paragraphs 1 and 2 below, to the extent that it relates to New Mexico law, we are relying exclusively on the opinion letter of Charles L. Moore, Associate General Counsel, SEC Reporting and Corporate Transactions, of the Company, dated _________, 2011.

As used herein, the phrase “to the best of our knowledge” refers to the actual conscious awareness of attorneys of this firm who have devoted substantive attention to matters on behalf of the Company. Without limiting the generality of the foregoing, we have not performed any mathematic calculations or made any financial or accounting determinations and express no opinion with respect to the ability of any party to perform under any documents (other than, with respect to the Company under the Transaction Documents). All assumptions made by us herein have been made, with your approval.

In making the examinations of the Agreement and the other documents described above, we have assumed (i) the genuineness of all signatures (other than the signatures of the Company), (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified or photostatic copies (including telecopies) and the authenticity of the originals of such documents, (v) the correctness of all statements of fact contained in all such original documents, (vi) the due authorization, execution and delivery of all documents by all parties and the validity and binding effect thereof (other than the authorization, execution and delivery of documents by the Company, and the validity and binding effect thereof upon the Company), (vii) that all parties (other than the Company) to the Transaction Documents (x) are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization; and (y) have the requisite power and authority to execute and deliver the documents and agreements discussed herein and to perform their respective obligations under the documents and agreements discussed herein to which they are a party; and (viii) no party nor any other person has acted in a manner, and no other event has occurred, since

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the date of the execution, adoption, effectiveness or delivery of the Transaction Documents, the Private Certificate or the Public Certificate or any other document reviewed by us having a date prior to the date hereof, as the case may be, that would effect an amendment, modify the interpretation thereof or cause any statement made therein not to be true and complete.

No opinion is expressed regarding compliance with covenants in any agreement to which the Company or any of its subsidiaries is a party incorporating calculations of a financial or accounting nature. We have also assumed the validity and constitutionality of each relevant statute, rule, regulation and agency covered by this opinion letter.

We have not conducted a docket search or otherwise conducted an independent review or investigation of any official records of any court or governmental agency. In rendering our opinions set forth below, we have, with your approval, assumed without independent verification that the Underwriters and the Company have complied and will comply with their respective representations, warranties and agreements in the Agreement and that the offer, issuance, sale and delivery of the Notes will be carried out in the manner described in the Registration Statement.

On the basis of the foregoing, and in reliance thereon, and subject to the limitations, qualifications, assumptions, exceptions and other matters set forth herein, we are of the opinion that, as of the date hereof:

(1) Each of the Indenture and the Supplemental Indenture constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws relating to or affecting creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); and the Indenture has been duly qualified under the Trust Indenture Act.

(2) When authenticated by the Trustee in accordance with the Indenture and delivered to the Underwriters against payment therefor in accordance with the terms of the Agreement, the Notes will have been validly issued and delivered and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture and the Supplemental Indenture and enforceable against the Company in accordance with their 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).

(3) The statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Description of Notes” and “Description of Senior Unsecured Notes” insofar as they purport to constitute a summary of the terms of the securities, are accurate summaries in all material respects.

(4) None of the execution, delivery and performance of the Agreement by the Company, the execution and delivery of the Supplemental Indenture and the Notes, the issue and sale of the Notes, the compliance by the Company with the Agreement, the Indenture, the Supplemental Indenture and the Notes, or the consummation of the transactions therein contemplated and the application of the proceeds from the sale of Notes as described under “Use of Proceeds” in each of the Registration Statement, the Pricing Disclosure Package and

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Prospectus will conflict with, result in a breach or violation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (A) the statutes, laws, rules, regulations or, to our knowledge, any judgment, order or decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, or (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject and which is filed as an exhibit to the Company's most recent Annual Report on Form 10-K filed with the Commission.

(5) No consent, approval, authorization, filing with or order of any court or governmental agency or body (including the Federal Energy Regulatory Commission) is required to be obtained by the Company for the solicitation of offers to purchase the Notes, the issue and sale of the Notes or the consummation by the Company of the transactions contemplated by the Agreement, except such as have been obtained under the Securities Act and such as may be required under the blue sky laws of any jurisdiction (as to which we do not express any opinion) in connection with the sale and distribution of the Notes in the manner contemplated in the Agreement and in the Prospectus.

(6) The Registration Statement filed with the Commission on May 24, 2011 became effective under the Securities Act as of 2:00 p.m. on May 26, 2011, and the Prospectus was filed with the Commission pursuant to Rule 424(b) under the Securities Act on October 6, 2011. To the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or threatened.

(7) (A) The Registration Statement, on the latest Effective Date and on the Delivery Date, and (B) the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on the Delivery Date, (except in each case as to financial statements and other financial or statistical data contained or incorporated by reference therein, upon which such counsel need not pass), complied as to form in all material respects with the requirements of the Securities Act and the respective rules and regulations of the Commission thereunder; each document incorporated therein by reference as originally filed pursuant to the Exchange Act (except as to financial statements and other financial or statistical data contained or incorporated by reference therein, upon which we do not express any opinion) complied as to form when so filed in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder.

(8) The statements made in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Certain United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

(9) The Company is not and after the application of the proceeds from the sale of the Notes as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, an “investment company,” or an entity “controlled” by an investment company, as such terms are defined in the Investment Company Act of 1940, as amended.

* * * *

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We have participated in conferences with officers and other representatives of the Company at which the contents of the Registration Statement, the Prospectus, the Preliminary Prospectus and related matters were discussed and we have consulted with officers and other employees of the Company to inform them of the disclosure requirements under the Securities Act. We have examined various reports, records, contracts and other documents of the Company and orders and instruments of public officials, which our investigation led us to deem pertinent. In addition, we participated in one or more due diligence conferences with representatives of the Company and attended the closing at which the Company satisfied the conditions contained in Section 7 of the Agreement. We have not, however, undertaken to make any independent review of other records of the Company which our investigation did not lead us to deem pertinent. As to the statistical statements in the Pricing Disclosure Package, Prospectus and Registration Statement (which includes the documents incorporated by reference therein), we have relied solely on the officers of the Company. We accordingly assume no responsibility for the accuracy, completeness or fairness of the statements contained in the Pricing Disclosure Package, the Prospectus or the Registration Statement, except as specifically stated in numbered opinion (8) above, and we have not made any independent check or verification thereof. But such conferences, consultation, examination and attendance disclosed to us no information with respect to such other matters that gives us reason to believe that and, on the basis of the foregoing, no facts have come to our attention which have led us to believe that (i) the Registration Statement, as of the Effective Date and as of October 6, 2011, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Prospectus, as of its date and as of the date hereof, contained or contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) the most recent Preliminary Prospectus, together with the Issuer Free Writing Prospectuses in the Pricing Disclosure Package, as of the Applicable Time, contained or contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; in each case, except with respect to the financial statements and other financial or statistical data included in or incorporated by reference in the Registration Statement, the Prospectus, the most recent Preliminary Prospectus and the Issuer Free Writing Prospectus in the Disclosure Package, as to which we express no opinion.

The Agreement is governed by the laws of the State of New York. We express no opinion as to, or the effect or applicability of, any laws other than the laws of the State of New York and the federal laws of the United States of America. We express no opinion as to the applicability of, or compliance with, any state securities or blue sky laws, municipal law or the laws of any local agencies within any state (including, without limitation, within the state of New York). This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

Our opinions are as of the date hereof and we have no responsibility to update these opinions for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention. We disavow any undertaking to advise you of any changes in law.

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No opinion is given as to the enforceability of any provision of any document that waives any obligation of good faith, fair dealing, diligence, materiality or reasonableness, that insulates any person from the consequences of its own misconduct, that makes a person's determinations conclusive, that requires waivers and modifications to be in writing in all circumstances, that states that all provisions are severable, that waives trial by jury or that makes a choice of forum. No opinion is given as to any provision in any document purporting to waive rights to objections, legal defenses, statutes of limitations or other benefits that cannot be waived in advance under applicable law.

Our opinions expressed herein represent the judgment of this law firm as to certain legal matters, but they are not guarantees or warranties and should not be construed as such.

The opinions herein are expressed as of the date hereof, and we assume no obligation to revise, update or supplement such opinions to reflect any change in any fact or circumstance that hereafter comes to our attention, or any change in law that may hereafter occur, whether by legislative action, judicial decision, or in any other manner. This opinion letter is furnished only to you and the Underwriters in connection with the contemplated transactions and is solely for your and the Underwriters' benefit. This opinion letter may not be used, relied upon, circulated, quoted or otherwise referred to for any purpose without our prior written consent (including by any person who acquires Notes from the Underwriters), except as may be required by applicable law or regulation.

Very truly yours,

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EXHIBIT B-3

FORM OF OPINION OF SNELL & WILMER L.L.P.

October 12, 2011

J.P. Morgan Securities LLC

Mitsubishi UFJ Securities (USA), Inc.

and the other several Underwriters named

in Schedule 1 to the Underwriting Agreement

referred to below

c/o J.P. Morgan Securities LLC,

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

Our firm has been retained as special Arizona counsel for Public Service Company of New Mexico (the “Company”) in connection with (i) the issuance by the Company of $160.0 million aggregate principal amount of its 5.35% Senior Unsecured Notes due 2021 (the “Notes”) pursuant to the Indenture dated as of August 1, 1998 between the Company and Union Bank, N.A. (ultimate successor to The Chase Manhattan Bank), as Trustee (the “Trustee”), as supplemented and amended by the fourth supplemental indenture, dated as of October 12, 2011 (the “Supplemental Indenture”), under which the Notes are issued, and (ii) the sale of the Notes to you pursuant to the Underwriting Agreement, dated as of October 6, 2011, between the Company and the Underwriters named therein (the “Agreement”). Capitalized terms used herein which are defined in the Agreement have the meanings set forth in the Agreement, unless otherwise defined herein.

This opinion letter is being delivered to you at the request of the Company pursuant to Section 7(d) of the Agreement.

In connection with the opinions herein contained, we have examined, among other things, the following:

(1) a certificate, of recent date, of the Arizona Corporation Commission stating that the Company is in good standing and authorized to transact business as a foreign corporation in the State of Arizona (the “Good Standing Certificate”);

(2) a copy of the Supplemental Indenture;

(3) a copy of the Agreement; and

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(4) such other documents, certificates, and records as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

As to matters of fact material to the opinions hereinafter expressed, we have relied, without independent investigation, on certificates or statements of the Company or of public officials and on relevant public records. As to matters of fact material to the opinions hereinafter expressed and dealt with in such certificate, we have relied solely on the certificate of the Company attached hereto as Exhibit A (the “Company Certificate”), and no other investigation or inquiry with respect thereto has been made.

We have assumed, and have not verified (i) that each of the Notes, the Agreement, and the Supplemental Indenture (the “Documents”) provided to us in unsigned form will be duly executed and delivered in substantially the form provided to us; (ii) the actual execution of the conformed copies of the Documents provided to us, the genuineness of the signatures not witnessed, the authenticity of such Documents submitted as originals and the conformity to originals of such Documents submitted as copies; (iii) the legal competency and capacity and due authority of each individual signing the Documents; and (iv) that the Documents accurately and completely describe and contain the mutual intent, understanding and business purpose of the parties, and that there are no oral or written statements or agreements, understandings or negotiations, nor any usage of trade or course of prior dealing among the parties that directly or indirectly modify, define, amend, supplement, or vary, or purport to modify, define, amend, supplement, or vary, any of the terms of such documents or any of the parties' rights or obligations thereunder, by waiver or otherwise.

Based on the foregoing, it is our opinion that, insofar only as the laws of the State of Arizona are concerned:

1. The Company is duly qualified as a foreign corporation and is in good standing under the laws of the State of Arizona. The opinions expressed in the immediately preceding sentence are based solely on the Good Standing Certificate, a copy of which has been made available to you and your counsel, and our opinions with respect to such matters are rendered as of the date of such certificate and are limited accordingly.

2. No consent, approval, authorization, filing with or order of any court or governmental agency or body of the State of Arizona is legally required for the execution and delivery by the Company of the Supplemental Indenture or the Agreement or for the performance by the Company of its obligations thereunder, or the issuance by the Company of the Notes as described in the Supplemental Indenture, except as may be required under Arizona securities or blue sky laws, as to which we express no opinion.

The opinions herein are limited solely to the laws of the State of Arizona and we express no opinion on the laws of any other jurisdiction. Other than pursuant to paragraph 1 above, we express no opinion on any tax laws or related matters in the State of Arizona.

The opinions expressed herein are based upon the law and facts in effect on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision, or in any other manner, or otherwise to notify

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you of any changes in law or fact relevant to the opinions expressed herein. Except as described in the next paragraph below, this opinion letter is rendered solely for your benefit in connection with the transactions described above, and this opinion letter is not to be used, circulated, quoted, or otherwise referred to for any other purpose.

A copy of this opinion is being delivered to the Trustee, Troutman Sanders LLP and Charles L. Moore, Esq., Associate General Counsel, SEC Reporting and Corporate Transactions, of PNM Resources, Inc. and may be considered by such persons, for all intents and purposes, to have the same force and effect as if it were directed to them.

Very truly yours,

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Exhibit 4.1

EXECUTION VERSION

PUBLIC SERVICE COMPANY OF NEW MEXICO

UNION BANK, N.A.

Trustee

___________________________________________________________

FOURTH SUPPLEMENTAL INDENTURE

Dated as of October 12, 2011

INDENTURE

Dated as of August 1, 1998

___________________________________________________________

Providing for

5.35% Senior Unsecured Notes due 2021

00099780.8

FOURTH SUPPLEMENTAL INDENTURE , dated as of October 12, 2011, between Public Service Company of New Mexico , a New Mexico corporation (the “ Company ”), having its principal office at Alvarado Square, Albuquerque, New Mexico 87158, and UNION BANK, N.A. , a national banking association (successor to The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank)))), as Trustee (the “ Trustee ”) under the Indenture, dated as of August 1, 1998, between the Company and the Trustee (the “ Indenture ”).

RECITALS OF THE COMPANY

The Company has executed and delivered the Indenture to the Trustee to provide for the issuance from time to time of its senior notes (the “ Notes ”), said Notes to be issued in one or more series as in the Indenture provided.

The Company has executed and delivered to the Trustee a First Supplemental Indenture, dated as of August 1, 1998, between the Company and the Trustee to establish the forms and terms of two series of Notes, a Second Supplemental Indenture, dated as of September 1, 2003, between the Company and the Trustee to establish the form and terms of one series of Notes, and a Third Supplemental Indenture, dated as of May 13, 2008, between the Company and the Trustee, among other things, to establish the form and terms of one series of Notes (the Indenture, as supplemented and amended by said First Supplemental Indenture, said Second Supplemental Indenture, and said Third Supplemental Indenture, the “ Indenture, as heretofore supplemented ”).

Effective as of June 1, 2011, Union Bank, N.A. succeeded to The Bank of New York Mellon Trust Company, N.A. as Trustee. Effective as of October 1, 2006, The Bank of New York Mellon Trust Company, N.A. (under its then name, The Bank of New York Trust Company, N.A.) succeeded to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank)) as Trustee.

Pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a new series of its Notes to be known as its 5.35% Senior Unsecured Notes due 2021 (herein called the “ 2011 Notes ”), the form and substance of the 2011 Notes and the terms, provisions, and conditions thereof to be set forth as provided in the Indenture, as heretofore supplemented, and this Fourth Supplemental Indenture.

Section 9.01 of the Indenture provides that, without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture, as heretofore supplemented, as provided in Section 9.01 of the Indenture, as heretofore supplemented, and the Company desires to amend the Indenture, as heretofore supplemented, as hereinafter provided, and has requested that the Trustee join in the execution and delivery hereof.

All things necessary to make this Fourth Supplemental Indenture a valid, binding and enforceable agreement of the Company, and to make the 2011 Notes, when executed by the

Company and authenticated and delivered by the Trustee, the valid obligations of the Company have been done.

NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH :

For and in consideration of the premises and the purchase of the 2011 Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the 2011 Notes and the terms, provisions, and conditions thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the 2011 Notes as follows:

ARTICLE I

GENERAL TERMS AND CONDITIONS OF

THE 2011 NOTES

Section 1.01 There shall be and is hereby authorized a series of Notes designated the “5.35% Senior Unsecured Notes due 2021”. The 2011 Notes shall initially be authenticated and delivered in the aggregate principal amount of $160,000,000. The 2011 Notes shall mature and the principal thereof shall be due and payable together with all accrued and unpaid interest thereon on October 1, 2021. The Company may issue, without the consent of the Holders of the 2011 Notes, additional 2011 Notes from time to time in accordance with Section 3.01 hereof. Any such additional 2011 Notes shall have identical terms as the 2011 Notes, unless otherwise determined by the Company with respect to their original date of issuance, their original interest accrual date, and their original Interest Payment Date. Any such additional 2011 Notes, together with the other 2011 Notes, shall constitute a single series for purposes of the Indenture.

Section 1.02 The 2011 Notes shall be issued in fully registered form without coupons, initially as one or more Global Notes to and registered in the name of Cede & Co., as nominee of The Depository Trust Company, as Depositary therefor. Any 2011 Notes to be issued or transferred to, or to be held by, Cede & Co. (or any successor thereof) for such purpose shall bear the depositary legend in substantially the form set forth in the second paragraph at the top of the form of 2011 Note in Article II hereof (in addition to that set forth in Section 2.04 of the Indenture), unless otherwise agreed by the Company, such agreement to be confirmed in writing to the Trustee. Each such Global Note may be exchanged in whole or in part for a 2011 Note registered, and any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than such Depositary or a nominee thereof only under the circumstances set forth in Clause (2) of the last paragraph of Section 3.05 of the Indenture, or such other circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 3.05 of the Indenture as to which the Company shall agree, such agreement to be confirmed in writing to the Trustee.

Section 1.03 Each 2011 Note will bear interest at the rate of 5.35% per annum, from October 12, 2011 or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, payable semi-annually in arrears on October 1 and April 1 in each year (each an “ Interest Payment Date ”), commencing April 1, 2012 until the principal thereof is paid or made available for payment. The interest so payable on a 2011

Note, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name such 2011 Note or any Predecessor Note is registered at the close of business on the Regular Record Date for such interest, which shall be the second Business Day immediately preceding the applicable Interest Payment Date. Any such installment of interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name such 2011 Note or any Predecessor Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the 2011 Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the 2011 Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.

The amount of interest payable on the 2011 Notes for any period will be computed on the basis of a 360-day year of twelve 30-day months. In the event that any Interest Payment Date, Redemption Date or Stated Maturity of any 2011 Note is not a Business Day, then payment of interest or principal (and premium, if any) payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), in each case with the same force and effect as if made on such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

As used in this Fourth Supplemental Indenture, “ Business Day ” means any day, other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in The City of New York are authorized or required by law, regulation, or executive order to remain closed, or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business.

Section 1.04 Payment of the principal of, and premium, if any, and interest on the 2011 Notes shall be payable, and registration of transfer and exchanges of the 2011 Notes may be effected at the office or agency of the Company maintained for that purpose in The City and State of New York, which shall be the Corporate Trust Office of the Trustee or at such other office or agency in The City of New York and State of New York as may be designated for such purpose by the Company from time to time; and such payment shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. Notices and demands to or upon the Company in respect of the 2011 Notes and the Indenture may be served at the office or agency of the Company maintained for that purpose, which initially shall be the Corporate Trust Office of the Trustee.

Section 1.05 The Company, at its option, may redeem at any time all, or from time to time, any part of the 2011 Notes on not less than 30 days nor more than 60 days notice as provided in the Indenture (except that, in respect of any redemption referred to below in Paragraph A of this Section 1.05, notwithstanding the provisions of Section 11.04 of the Indenture, any notice of redemption for the 2011 Notes given pursuant to said Section need not set forth the Redemption Price but only the manner of calculation thereof) at a Redemption Price equal to:

A. in the event of any redemption, the Redemption Date in respect of which occurs prior to July 1, 2021, the greater of the following amounts:

(i) 100% of the principal amount of the 2011 Notes then Outstanding to be so redeemed; and

(ii) the sum of the present values of the remaining scheduled payments of principal amount and interest on the 2011 Notes to be redeemed (not including any portion of payments of interest accrued as of the applicable Redemption Date), discounted to the applicable Redemption Date in accordance with customary market practice on a semi-annual basis at a rate equal to the sum of the Treasury Rate plus 0.50%,

plus, in either of the above cases, accrued and unpaid interest on the principal amount being redeemed to the applicable Redemption Date; or

B. in the event of any redemption, the Redemption Date in respect of which occurs on or after July 1, 2021, 100% of the principal amount of the 2011 Notes then Outstanding to be so redeemed, plus accrued and unpaid interest on the principal amount being redeemed to the applicable Redemption Date.

The Redemption Price referred to in Paragraph A of this Section 1.05 shall be calculated by the Independent Investment Banker assuming a 360-day year consisting of twelve 30-day months.

For purposes of Paragraph A of this Section 1.05, the following terms will have the meanings set forth below.

“ Comparable Treasury Issue ” means the U.S. Treasury security or securities selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the 2011 Notes to be redeemed that would be used, at the time of selection and in accordance with customary market practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such 2011 Notes.

“ Comparable Treasury Price ” means, with respect to any Redemption Date:

(i) the bid-side for the Comparable Treasury Issue as of the third Business Day preceding the Redemption Date, as set forth in the daily statistical release (or any successor release) published by The Wall Street Journal in the table entitled “Treasury Bonds, Notes, and Bills,” as determined by the Independent Investment Banker, or

(ii) if such release (or any successor release) is not published or does not contain such prices on such Business Day:

(x) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations,

(y) if the Independent Investment Banker obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received, or

(z) if only one Reference Treasury Dealer Quotation is received, such quotation.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers selected by the Company.

“ Reference Treasury Dealer ” means each of four primary U.S. Government securities dealers in New York City (each a " Primary Treasury Dealer "), consisting of (i) J.P. Morgan Securities LLC (or its affiliate), (ii) one Primary Treasury Dealer selected by Mitsubishi UFJ Securities (USA), Inc. (or its affiliate), and (iii) two other nationally recognized investment banking firms (or their affiliates) that are selected by the Company in connection with the particular redemption, and their respective successors, provided that if any of them ceases to be a Primary Treasury Dealer, the Company will substitute another nationally recognized investment banking firm (or its affiliate) that is a Primary Treasury Dealer.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding that Redemption Date.

“ Treasury Rate ” means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding the applicable Redemption Date, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.

The Independent Investment Banker shall give to the Company and the Trustee written notice of any Redemption Price referred to in Paragraph A of this Section 1.05 applicable to the 2011 Notes promptly after its calculation thereof.

The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the Independent Investment Banker's calculation of any Redemption Price referred to in Paragraph A of this Section 1.05, and shall have no responsibility for such calculation.

If less than all of the 2011 Notes are to be redeemed, the Trustee shall select by lot, on a pro-rata basis or in such other manner as it shall deem appropriate and fair, the particular 2011 Notes or portions thereof to be redeemed. Notice of redemption shall be given by mail not less than 30 nor more than 60 days prior to the Redemption Date to the Holders of 2011 Notes to be redeemed (which, as long as the 2011 Notes are held in the book-entry only system, will be The Depository Trust Company (or its nominee) or a successor Depositary); provided, however, that the failure to duly give such notice by mail, or any defect therein, shall not affect the validity of

any proceedings for the redemption of 2011 Notes as to which there shall have been no such failure or defect. Such notice may state that such redemption shall be conditional upon receipt by the Paying Agent or Agents for such 2011 Notes, on or prior to the Redemption Date, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such 2011 Notes and that if such money shall not have been so received such notice shall be of no force or effect and the Company shall not be required to redeem such 2011 Notes. On and after the Redemption Date (unless the Company shall default in the payment of the 2011 Notes or portions thereof to be redeemed at the applicable Redemption Price, together with interest accrued thereon to such date), interest on the 2011 Notes or the portions thereof so called for redemption shall cease to accrue.

Section 1.06 The 2011 Notes will not be subject to any sinking fund.

Section 1.07 The 2011 Notes are subject to defeasance pursuant to and in accordance with Section 13.02 and Section 13.03 of the Indenture.

Section 1.08 Regulatory Statement . Pursuant to the terms of an order issued by the New Mexico Public Regulation Commission each of the Company and its corporate parent, PNM Resources, Inc. (“ Parent ”), is required to include the following covenants in any debt instrument:

The Company and its Parent are being operated as separate corporate and legal entities. In agreeing to make loans to Parent, Parent's lenders are relying solely on the creditworthiness of Parent based on the assets owned by Parent, and the repayment of the loan will be made solely from the assets of Parent and not from any assets of the Company; and the Parent's lenders will not take any steps for the purpose of procuring the appointment of an administrative receiver or the making of an administrative order for instituting any bankruptcy, reorganization, insolvency, wind up or liquidation or any like proceeding under applicable law in respect of the Company.

ARTICLE II

FORM OF 2011 NOTES

Section 2.01 The 2011 Notes and the Trustee's certificate of authentication to be endorsed thereon are to be substantially in the following form:

Form of 2011 Note.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO PUBLIC SERVICE COMPANY OF NEW MEXICO OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

Form of Face of 5.35% Senior Unsecured Notes due 2021.

PUBLIC SERVICE COMPANY OF NEW MEXICO

5.35% Senior Unsecured Notes due 2021

No. ________ $________

CUSIP No. ________

ISIN No. _________

PUBLIC SERVICE COMPANY OF NEW MEXICO , a corporation duly organized and existing under the laws of New Mexico (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _________, or registered assigns, the principal sum of ________ Dollars on October 1, 2021 and to pay interest thereon from October 12, 2011 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on October 1 and April 1 in each year, commencing April 1, 2012 at the rate of 5.35% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the second Business Day immediately preceding the applicable Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in The City of New York, in

such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF , the Company has caused this instrument to be duly executed under its corporate seal.

PUBLIC SERVICE COMPANY OF NEW MEXICO

By:_________________________________________

[Name:]

[Title:]

Attest:

_______________________________________

[Assistant] Secretary

Form of Trustee's Certificate of Authentication.

CERTIFICATION OF AUTHENTICATION

This is one of the Notes of the series designated therein referred to in the within-mentioned Indenture.

Dated:

UNION BANK, N.A., as Trustee

By:______________________________________

Authorized Signatory

Form of Reverse of 5.35% Senior Unsecured Notes due 2021.

This Note is one of a duly authorized issue of senior notes of the Company (herein called the “ Notes ”), issued and to be issued in one or more series under an Indenture, dated as of August 1, 1998, as supplemented and amended (herein, together with any amendments thereto, called the “ Indenture ”, which term shall have the meaning assigned to it in such instrument), between the Company and Union Bank, N.A., a national banking association (successor to The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.) (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank))), as Trustee (herein called the “ Trustee ”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Fourth Supplemental Indenture, dated as of October 12, 2011 (the “ Fourth Supplemental Indenture ”), creating the series designated on the face hereof, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof to be authenticated and delivered in an unlimited aggregate principal amount.

The Company, at its option, may redeem all, or from time to time, any part of the Notes of this series at the then applicable Redemption Price set forth in the Fourth Supplemental Indenture and upon the other terms and conditions therein and in the Indenture provided.

The Notes of this series will not be subject to any sinking fund.

In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note or certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Notes of this series shall occur and be continuing, the principal of the Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits the Company and the Trustee to enter into one or more supplemental indentures for certain purposes as therein provided without the consent of any Holders. In addition, the Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes of all series then Outstanding under the Indenture, considered as one class; provided, however, that if there shall be Notes of more than one series Outstanding under the Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Notes of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Notes of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Notes of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture shall directly

affect the rights of the Holders of Notes of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Notes of all Tranches so directly affected, considered as one class, shall be required. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of each, or all series, as the case may be, then Outstanding under the Indenture, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and permitting the Holders of specified percentages in principal amount of the Notes of each series Outstanding under the Indenture, on behalf of the Holders of all Notes of such series, to waive certain past defaults under the Indenture and their consequences, provided, however, that if any such past default affects more than one series of Notes, the Holders of a majority in aggregate principal amount of the Outstanding Notes of all such series, considered as one class, shall have the right to waive such past default, and not the Holders of the Notes of any one such series. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes of this series, the Holders of not less than a majority in aggregate principal amount of the Notes of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or

more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

As used in this Note, “Business Day” means any day other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in The City of New York are authorized or required by law, regulation, or executive order to remain closed, or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business. Unless otherwise defined herein, all other terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

ARTICLE III

ORIGINAL ISSUE OF 2011 NOTES

Section 3.01 2011 Notes in the aggregate principal amount of $160,000,000, and additional 2011 Notes as in Section 1.01 of this Fourth Supplemental Indenture provided, may, upon execution of this Fourth Supplemental Indenture, or from time to time thereafter, be executed on behalf of the Company by any officer or employee authorized to do so by a Board Resolution, under its corporate seal affixed thereto or reproduced thereon attested by its Secretary or by one of its Assistant Secretaries and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said 2011 Notes in accordance with a Company Order delivered to the Trustee by the Company, all pursuant to and in accordance with Section 3.03 of the Indenture, as heretofore supplemented.

ARTICLE IV

PAYING AGENT AND REGISTRAR

Section 4.01 Union Bank, N.A. will be the Paying Agent and Note Registrar for the 2011 Notes.

ARTICLE V

AMENDMENT

Section 5.01. The Indenture, as heretofore supplemented, is hereby amended by deleting the defined term “Corporate Trust Office” in Section 1.01 in its entirely and replacing it with the following:

“'Corporate Trust Office ' means the office of the Trustee at which at any particular time its corporate trust business in Los Angeles, California shall be principally administered, which office as of the date of this instrument is located at 120 S. San Pedro Street, Ste 400, Los Angeles, CA 90012, except that with respect to presentation of Notes for payment or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee at which at any particular time its corporate trust or agency business shall be conducted, which office or agency at the date of this instrument is located at Union Bank, N.A. 1251 Avenue of the Americas, 19th Floor, New York, New York, 10020, Attention: Corporate Trust, or, in the case of any of such office or agency, such other address as the Trustee may designate from time to time by notice to the Holders and the Company.”

ARTICLE VI

SUNDRY PROVISIONS

Section 6.01 Except as otherwise expressly provided in this Fourth Supplemental Indenture or in the form of 2011 Notes or otherwise clearly required by the context hereof or thereof, all terms used herein or in said form of the 2011 Notes that are defined in the Indenture shall have the several meanings respectively assigned to them thereby.

Section 6.02 The Indenture, as heretofore supplemented and as supplemented and amended by this Fourth Supplemental Indenture, is in all respects ratified and confirmed, and this Fourth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 6.03 The Trustee hereby accepts the trusts herein declared, provided, created, supplemented, or amended and agrees to perform the same upon the terms and conditions herein and in the Indenture, as heretofore supplemented, set forth and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely. In general, each and every term and condition contained in Article VI of the Indenture shall apply to and form part of this Fourth Supplemental Indenture with the same force and effect as if the same were herein set forth in full with such omissions,

variations, and insertions, if any, as may be appropriate to make the same conform to the provisions of this Fourth Supplemental Indenture.

Section 6.04 This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 6.05 This Fourth Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York (including without limitation Section 5-1401 of the New York General Obligations Law or any successor to such statute).

IN WITNESS WHEREOF , the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the day and year first above written.

PUBLIC SERVICE COMPANY OF NEW MEXICO

By: _____ /s/ Terry R. Horn __________

Terry R. Horn

Vice President and Treasurer

Attest:

____ /s/ Jim S. Acosta ________

Assistant Secretary

UNION BANK, N.A. , as Trustee

By: /s/ Jennifer Earle

Jennifer Earle

Vice President

EXHIBIT 5.1

October 12, 2011

Public Service Company of New Mexico

Alvarado Square

Albuquerque, New Mexico 87158

Ladies and Gentlemen:

I am acting as counsel for Public Service Company of New Mexico, a New Mexico corporation (the “ Company ”), in connection with (i) the registration statement on Form S-3 (File No. 333-173530) (the “ Registration Statement ”) filed with the Securities and Exchange Commission (the “ Commission ”) relating to the proposed sale from time to time pursuant to Rule 415 of the Securities Act of 1933, as amended (the “ Act ”), of senior unsecured notes of the Company, and (ii) the issuance by the Company of $160,000,000 aggregate principal amount of the Company's 5.35% Senior Unsecured Notes due 2021, as described in the Company's Prospectus, dated May 24, 2011 (the “ Prospectus ”), which is part of the Registration Statement, and Prospectus Supplement, dated October 6, 2011 (the “ Prospectus Supplement ”). The Notes are being issued under an indenture dated as of August 1, 1998, between the Company and Union Bank, N.A. (as ultimate successor to The Chase Manhattan Bank), as trustee (the “ Trustee ”), as supplemented and amended to date, and as further supplemented and amended by the Fourth Supplemental Indenture, dated as of October 12, 2011 between the Company and the Trustee pertaining to the Notes (collectively, the “ Indenture ”), and the Unanimous Written Consent In Lieu of Meeting of the Board of Directors of the Company (the “ Board ”), dated September 29, 2011, resolutions adopted by the Board of Directors of the Company's parent company, PNM Resources, Inc. (“ PNMR Board ”), dated April 19, 2011 and April 15, 2008, and resolutions adopted by the Pricing Committee of the PNMR Board (the “Pricing Committee”), dated October 3, 2011, and are being offered to the public in accordance with an Underwriting Agreement, dated October 6, 2011, by and among the Company and the Underwriters named on Schedule I thereto. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Registration Statement or the Indenture .

This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.

I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, agreements and other instruments, certificates, orders, opinions, correspondence with public officials, certificates provided by the Company's officers and representatives, and other documents as I have deemed necessary or advisable for the purposes of rendering the opinions set forth herein, including (i) the corporate and organizational

Public Service Company of New Mexico

October 12, 2011

Page 2

documents of the Company, including the Restated Articles of Incorporation, as amended to date, and the Bylaws of the Company, (ii) the resolutions of the Board, the PNMR Board and the Pricing Committee with respect to the offering of the Notes and certain related matters, and (iii) the Registration Statement and exhibits thereto, including the Prospectus and the Prospectus Supplement comprising a part thereof.

In making such examination and rendering the opinions set forth below, I have assumed without verification (i) that all documents submitted to me as originals are authentic, complete and accurate, (ii) that all signatures on documents submitted to me are genuine, (iii) that all individuals executing such documents had the requisite legal capacity, (iv) that all documents submitted to me as copies conform to authentic original documents and (v) that any documents not yet executed will be duly executed in form(s) duly authorized and established in accordance with the action of the Board, a duly authorized committee of the Board or duly authorized officers of the Company.

To the extent that the obligations of the Company with respect to the Notes may be dependent upon such matters, I assume for purposes of this opinion that the other party under the Indenture, namely, the Trustee, is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance with respect to the performance of its obligations under the Indenture and with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

The opinions expressed below are subject to, and qualified and limited by the effects of: (i) bankruptcy, fraudulent conveyance or fraudulent transfer, insolvency, reorganization, moratorium, liquidation, conservatorship and similar laws, and limitations imposed under judicial decisions related to or affecting creditors' rights and remedies generally, (ii) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law (regardless of whether arising prior to, or after, the date hereof), and principles limiting the availability of the remedy of specific performance or injunctive relief, (iii) concepts of good faith, fair dealing and reasonableness and (iv) the possible unenforceability under certain circumstances of provisions providing for indemnification or contribution that are contrary to public policy.

Based upon the foregoing, and subject to the assumptions, qualifications and limitations stated herein, I am of the opinion that with respect to the Notes, when, in accordance with the action of the Board, the PNMR Board and the Pricing Committee, (i) the Indenture has been duly executed and delivered by the Company and the Trustee, (ii) the Notes have been duly executed, authenticated and delivered in accordance with the terms of the Indenture and (iii) the Notes have been validly issued and sold, and the purchase price therefor has been paid to the Company, in the manner contemplated by the Registration Statement and the Prospectus

Public Service Company of New Mexico

October 12, 2011

Page 3

Supplement and in accordance with the Indenture, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

The foregoing opinions are limited solely to the federal laws of the United States of America and the laws of the State of New Mexico, except that I express no opinion as to the effect of the securities or blue sky laws of any state (including, without limitation, the State of New Mexico), municipal law or the laws of any agencies within any state (including, without limitation, the State of New Mexico). This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Insofar as this opinion relates to matters which are governed by the laws of the State of New York, I have relied upon the opinion of Troutman Sanders LLP, addressed to you of even date herewith, which is being filed as Exhibit 5.2 to the Company's Current Report on Form 8-K.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption “Legal Matters” in the Prospectus and the Prospectus Supplement comprising a part thereof. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

This opinion is expressed as of the date hereof and I do not assume any obligation to update or supplement it to reflect any change in any fact or circumstance that hereafter comes to my attention, or any change in law that may occur hereafter.

Very truly yours,

/s/ Charles L. Moore

Charles L. Moore

Associate General Counsel

PNM Resources, Inc.

EXHIBIT 5.2

October 12, 2011

Public Service Company of New Mexico

Alvarado Square

Albuquerque, New Mexico 87158

Ladies and Gentlemen:

We are acting as counsel for Public Service Company of New Mexico, a New Mexico corporation (the “ Company ”), in connection with (i) the registration statement on Form S-3 (File No. 333-173530) (the “ Registration Statement ”) filed with the Securities and Exchange Commission (the “ Commission ”) relating to the proposed sale from time to time pursuant to Rule 415 of the Securities Act of 1933, as amended (the “ Act ”), of senior unsecured notes of the Company, and (ii) the issuance by the Company of $160,000,000 aggregate principal amount of the Company's 5.35% Senior Unsecured Notes due 2021, as described in the Company's Prospectus, dated May 24, 2011 (the “ Prospectus ”), which is part of the Registration Statement, and Prospectus Supplement, dated October 6, 2011 (the “ Prospectus Supplement ”). The Notes are being issued under an indenture dated as of August 1, 1998, between the Company and Union Bank, N.A. (as ultimate successor to The Chase Manhattan Bank), as trustee (the “ Trustee ”), as supplemented and amended to date, and as further supplemented and amended by the Fourth Supplemental Indenture, dated as of October 12, 2011 between the Company and the Trustee pertaining to the Notes (collectively, the “ Indenture ”), and the Unanimous Written Consent In Lieu of Meeting of the Board of Directors of the Company (the “ Board ”), dated September 29, 2011, resolutions adopted by the Board of Directors of the Company's parent company, PNM Resources, Inc. (“ PNMR Board ”), dated April 19, 2011 and April 15, 2008, and resolutions adopted by the Pricing Committee of the PNMR Board (the “Pricing Committee”), dated October 3, 2011, and are being offered to the public in accordance with an Underwriting Agreement, dated October 6, 2011, by and among the Company and the Underwriters named on Schedule I thereto. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Registration Statement or the Indenture .

This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements and other instruments, certificates, orders, opinions, correspondence with public officials, certificates provided by the Company's officers and representatives, and other documents as we have deemed necessary or advisable for the purposes of rendering the opinions set forth herein, including (i) the corporate and organizational

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October 12, 2011

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In making such examination and rendering the opinions set forth below, we have assumed without verification (i) that all documents submitted to us as originals are authentic, complete and accurate, (ii) that all signatures on documents submitted to us are genuine, (iii) that all individuals executing such documents had the requisite legal capacity, (iv) that all documents submitted to us as copies conform to authentic original documents and (v) that any documents not yet executed will be duly executed in form(s) duly authorized and established in accordance with the action of the Board, a duly authorized committee of the Board or duly authorized officers of the Company.

To the extent that the obligations of the Company with respect to the Notes may be dependent upon such matters, we assume for purposes of this opinion that the other party under the Indenture, namely, the Trustee, is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance with respect to the performance of its obligations under the Indenture and with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

Based upon the foregoing, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that with respect to the Notes, when, in accordance with the action of the Board, the PNMR Board and the Pricing Committee, (i) the Indenture has been duly executed and delivered by the Company and the Trustee, (ii) the Notes have been duly executed, authenticated and delivered in accordance with the terms of the Indenture and (iii) the

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Notes have been validly issued and sold, and the purchase price therefor has been paid to the Company, in the manner contemplated by the Registration Statement and the Prospectus Supplement and in accordance with the Indenture, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

The foregoing opinions are limited solely to the federal laws of the United States of America and the laws of the State of New York, except that we express no opinion as to the effect of the securities or blue sky laws of any state (including, without limitation, the State of New York), municipal law or the laws of any agencies within any state (including, without limitation, the State of New York). This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Insofar as this opinion relates to matters which are governed by the laws of the State of New Mexico, we have relied upon the opinion of Charles L. Moore, Associate General Counsel of PNMR, addressed to you of even date herewith, which is being filed as Exhibit 5.1 to the Company's Current Report on Form 8-K.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus and the Prospectus Supplement comprising a part thereof. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

This opinion is expressed as of the date hereof and we do not assume any obligation to update or supplement it to reflect any change in any fact or circumstance that hereafter comes to our attention, or any change in law that may occur hereafter.

Very truly yours,

/s/ TROUTMAN SANDERS LLP

Exhibit 99.1

Information Relating to Part II, Item 14 - Other Expenses of Issuance and Distribution

The expenses in connection with the offering of $160 million aggregate principal amount of 5.35% senior unsecured notes due 2021 by Public Service Company of New Mexico, registered pursuant to a Registration Statement on Form S-3 (Registration No. 333-173530) filed on May 24, 2011, other than underwriting discounts and commissions, are set forth in the following table. All amounts are estimated except the Securities and Exchange Commission registration fee.



Securities and Exchange Commission Registration Fee	$	29,475 ¹
Accounting Fees and Expenses		30,000
Printing Expenses		25,000
Legal Fees and Expenses		250,000
Blue Sky Fees and Expenses		5,500
Fees and Expenses of Trustee		5,000
Rating Agency Fees		180,000
Miscellaneous Expenses		75,025
Total	$	600,000

__________________________

¹ Previously paid.