PNM RESOURCES INC (Form: 8-K, Received: 03/09/2018 08:47:34)



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)	March 9, 2018
	(March 7, 2018)






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)
	414 Silver Ave. SW
	Albuquerque, New Mexico 87102-3289
	(505) 241-2700

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On March 7, 2018, PNM Resources, Inc. (“PNMR”), priced a registered underwritten public offering of $300 million aggregate principal amount of its 3.250% Senior Notes due 2021 (the “Notes”). The offering closed on March 9, 2018. The Notes bear interest at a rate of 3.250% per annum, payable semi-annually in arrears on March 9 and September 9 of each year, beginning on September 9, 2018, and will mature on March 9, 2021. Proceeds from the offering will be used to repay PNMR’s $150.0 million three-year unsecured term loan and borrowings under PNMR’s $300.0 million unsecured revolving credit facility. Any remaining net proceeds will be used for general corporate purposes.

The sale of the Notes was made pursuant to PNMR’s Registration Statement on Form S-3 (Registration No. 333-223336) (the “Registration Statement”), including a prospectus supplement dated March 7, 2018 (the “Prospectus Supplement”) to the prospectus contained therein dated March 1, 2018, 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 March 7, 2018, with Wells Fargo Securities, LLC and MUFG Securities Americas 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 March 15, 2005 (the “Base Indenture”), as previously supplemented and amended and as further supplemented and amended by a Supplemental Indenture No. 3 dated as of March 9, 2018 (the “Third Supplemental Indenture” and, together with the Base Indenture, as supplemented and amended, the “Indenture”), each between PNMR and MUFG Union Bank, N.A. (formerly known as Union Bank, N.A., as ultimate successor to JPMorgan Chase Bank, N.A.), as trustee (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 SENIOR NOTES”, which is incorporated herein by reference. The foregoing is qualified in its entirety by reference to the Base Indenture and the Third Supplemental Indenture, which are Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The form of Note, which is included as part of the Third Supplemental Indenture, is attached hereto as Exhibit 4.3 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information required by Item 1.02 relating to the three-year unsecured term loan contained in Item 1.01 of this Current Report on Form 8-K is 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 of this Current Report on Form 8-K 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 Third Supplemental Indenture (Exhibits 4.1 and 4.2 to this Current Report on Form 8-K); (iii) the form of Note (Exhibit 4.3 to this Current Report on Form 8-K); (iv) 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 (v) 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 March 7, 2018, between PNMR, Wells Fargo Securities, LLC and MUFG Securities Americas Inc., as representatives of the several underwriters named therein.
4.1	Indenture, dated as of March 15, 2005, between PNMR and MUFG Union Bank, N.A. (formerly known as Union Bank, N.A., as ultimate successor to JPMorgan Chase Bank, N.A.), as trustee (Exhibit 10.2 to PNMR’s Current Report on Form 8-K filed March 31, 2005, incorporated by reference).
4.2	Supplemental Indenture No. 3, dated as of March 9, 2018, between PNMR and MUFG Union Bank, N.A. (formerly known as Union Bank, N.A., as ultimate successor to JPMorgan Chase Bank, N.A.), as trustee.
4.3	Form of Note (included in Exhibit 4.2).
5.1	Opinion of Leonard D. Sanchez, Associate General Counsel, dated March 9, 2018, with respect to the validity of the 3.250% Senior Notes due 2021.
5.2	Opinion of Troutman Sanders LLP, dated March 9, 2018, with respect to the validity of the 3.250% Senior Notes due 2021.
23.1	Consent of Leonard D. Sanchez (included in Exhibit 5.1).
23.2	Consent of Troutman Sanders LLP (included in Exhibit 5.2).
99.1	Information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement (Registration No. 333-223336).

SIGNATURE

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






	PNM RESOURCES, INC.
	(Registrant)

Date: March 9, 2018	/s/ Joseph D. Tarry
	Joseph D. Tarry
	Vice President, Finance and Controller
	(Officer duly authorized to sign this report)

Exhibit 1.1

$300,000,000

PNM Resources, Inc.

3.250% Senior Notes due 2021

UNDERWRITING AGREEMENT

March 7, 2018

Wells Fargo Securities, LLC

MUFG Securities Americas Inc.

As Representatives of the

several Underwriters named

in Schedule 1 attached hereto

c/o Wells Fargo Securities, LLC,

550 South Tryon Street, 5 ^th Floor

Charlotte, NC 28202

Ladies and Gentlemen:

PNM Resources, Inc., a New Mexico corporation (the “ Company ”), proposes to issue and sell $300.0 million aggregate principal amount of its 3.250% Senior Notes due 2021 (the “ Notes ”) to the several underwriters named in Schedule 1 hereto (the “ Underwriters ”), for which Wells Fargo Securities, LLC and MUFG Securities Americas 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 March 15, 2005 between the Company and MUFG Union Bank, N.A. (formerly known as Union Bank, N.A., as ultimate successor to JPMorgan Chase Bank, N.A.), as Trustee (the “ Trustee ”), as heretofore supplemented and amended (the “ Indenture ”), and as supplemented and amended by the Supplemental Indenture No. 3 to be dated as of March 9, 2018 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) An “automatic shelf registration statement” (as defined in Rule 405 under the Securities Act of 1933, as amended (the “ Securities Act ”)) on Form S-3 (File No. 333-223336) 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, 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; and (iii) the Registration

Statement is effective 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 2:45 p.m. (New York City time) on March 7, 2018;

(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 relating to the Notes became, or is deemed to have become, effective under the Securities Act in accordance with 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) “ Government Official ” means (i) any official, officer, employee, or representative of, or any person acting an official capacity for or on behalf of, any Governmental Authority; (ii) any political party or party official or candidate for political office; or (iii) any official, officer, director, shareholder, employee, representative of, or person acting for or on behalf of, any state-owned or state-controlled enterprise.

(vi) “ Governmental Authority ” means any domestic or foreign instrumentality, subdivision, court, administrative agency, commission, official or other authority of any country, state, province, prefect, municipality, locality or other government or political subdivision thereof or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

(vii) “ 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;

(viii) “ 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;

(ix) “ 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;

(x) “ 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;

(xi) “ Registration Statement ” means, collectively, the various parts of such registration statement, each as amended as of the Effective Date for such part, including any Preliminary Prospectus or the Prospectus and all exhibits to such registration statement; and

(xii) “ Sanctioned Person ” means an individual or entity that is, or is owned or controlled by any individuals or entities that are, (a) the subject or target of any economic sanctions administered or enforced by the United States government (including, without limitation, those administered by OFAC) or any other applicable sanctions authority; or (b) included on any list of persons subject to sanctions maintained by OFAC, including, without limitation, OFAC’s Specially Designated Nationals and Blocked Persons List.

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) Well-Known Seasoned Issuer; Automatic Shelf Registration Statement : The Company has been since the time of initial filing of the Registration Statement and continues to be a “well-known seasoned issuer” (as defined in Rule 405) eligible to use Form S-3 for the offering of the Notes, including not having been an “ineligible issuer” (as defined in Rule 405) at any such time or date. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405) and was filed not earlier than the date that is three years prior to the applicable Delivery Date (as defined in Section 4).

(c) 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.

(d) 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.

(e) 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.

(f) 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.

(g) 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.

(h) 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.

(i) 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.

(j) Due Incorporation and Qualification : Each of the Company and the Company’s significant subsidiaries (within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act, the “ Significant Subsidiaries ”) 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. Each of the Company and each Significant Subsidiary 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), other than, Public Service Company of New Mexico, Texas-New Mexico Power Company and TNP Enterprises, Inc.

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

(l) 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.

(m) 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.

(n) 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.

(o) 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.

(p) 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 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.

(q) 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.

(r) 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.

(s) Independent Public Accountants : KMPG LLP, who has 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.

(t) 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).

(u) 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 ”).

(v) 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.

(w) 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).

(x) 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.

(y) 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.

(z) 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).

(aa) 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).

(bb) Distribution 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).

(cc) 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, offered, authorized, or agreed to make any direct or indirect unlawful payment to any foreign or domestic Government Official from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law; or (iv) made, offered, authorized, or agreed to make 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 : The Company and its subsidiaries are in compliance with all applicable sanctions laws and regulations, including those administered by the United States Department of the Treasury’s Office of Foreign Assets

Control (“ 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 (i) is a Sanctioned Person; or (ii) has engaged in, nor is now knowingly engaging in, any dealings or transactions with (a) any person that at the time of the dealing or transaction is a Sanctioned Person or (b) any person located, organized, or resident in, or the governments of, Cuba, Iran, Syria, North Korea, Venezuela or the Crimea region of Ukraine.

(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 99.534% of the principal amount thereof, plus accrued interest, if any, from March 9, 2018, 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 second 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 : The Company will pay the required Commission filing fees relating to the Notes within the time period required by Rule 456(b)(1) of the Rules and Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Rules and Regulations;

(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) Earnings 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 $7,500); (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 : Leonard D. Sanchez, Associate General Counsel of PNM Resources, Inc., 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 (i) 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, and (ii) its negative assurance letter addressed to the Underwriters and dated the Delivery Date, in a form reasonably acceptable to the Underwriters.

(e) Opinions of Underwriters’ Counsel : The Representatives shall have received from Simpson Thacher & Bartlett LLP, counsel for the Underwriters, its written opinion and negative assurance letter, 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 KPMG 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 KPMG LLP referred to in the preceding paragraph and delivered to the Representatives concurrently with the execution of this Agreement (“ KPMG’s initial letter ”), the Company shall have furnished to the Representatives a letter (“ KPMG’s 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 KPMG’s 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 no earlier than the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters covered by KPMG’s initial letter and (iii) confirming in all material respects the conclusions and findings set forth in KPMG’s initial letter.

(h) Officers’ Certificate : The Company shall have furnished to the Representatives a certificate, dated the Delivery Date, of its Chief Executive Officer and President, Executive Vice President, Chief Financial Officer, any Senior Vice President or Treasurer, and any Vice President, 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 Section 3(a)(62) of the Exchange Act), 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 NYSE American LLC 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 or any “non-deal” road show prior to the launch of the offering (each, 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 representation 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 (x) 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 (y) 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 (CONFLICTS OF INTEREST)” in, the Pricing Disclosure Package and the Prospectus are correct and constitute the only 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 (i) the Company shall fail to tender the Notes for delivery to the Underwriters for any reason or (ii) 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 Wells Fargo Securities, LLC, 550 South Tryon Street, Charlotte, NC 28202, Attention: Transactions Management, Facsimile: (704) 410-0326 and MUFG Securities Americas Inc., 1221, Avenue of the Americas, 6 ^th Floor, New York, New York 10020, 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 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 of the Rules and Regulations.

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,

PNM RESOURCES, INC.


By:	/s/ Elisabeth Eden Name: Elisabeth Eden Title: Vice President and Treasurer

[ Signature Page to Underwriting Agreement – PNM Resources, Inc. ]

Accepted:

WELLS FARGO SECURITIES, LLC

MUFG SECURITIES AMERICAS INC.

For themselves and as Representatives
of the several Underwriters named
in Schedule 1 hereto

WELLS FARGO SECURITIES, LLC


By:	/s/ Carolyn Hurley Name: Carolyn Hurley Title: Director

[ Signature Page to Underwriting Agreement – PNM Resources, Inc. ]

MUFG SECURITIES AMERICAS INC.


By:	/s/ Richard Testa Name: Richard Testa Title: Managing Director

[ Signature Page to Underwriting Agreement – PNM Resources, Inc. ]

SCHEDULE 1



Underwriters		Aggregate principal amount of Notes to be Purchased
MUFG Securities Americas Inc.		$120,000,000
Wells Fargo Securities, LLC		$120,000,000
KeyBanc Capital Markets Inc.		$20,000,000
RBC Capital Markets, LLC		$20,000,000
U.S. Bancorp Investments, Inc.		$20,000,000
Total		$300,000,000

SCHEDULE 1(i)

List of all subsidiaries of the Company

1. Avistar Enterprises, Inc.

2. Bellamah Holding Company

3. Luna Power Company, LLC

4. Meadows Resources, Inc.

5. NM Capital Utility Corporation

6. NM Renewable Development, LLC (50% owned)

7. NMRD Data Center, LLC (wholly-owned by NM Renewable Development, LLC)

8. PNMR Development and Management Corporation

9. PNMR Services Company

10. Public Service Company of New Mexico

11. Republic Holding Company

12. Sunbelt Mining Company, Inc.

13. Texas-New Mexico Power Company

14. TNP Enterprises, Inc.

15. TNP Operating Company

SCHEDULE 2

ISSUER FREE WRITING PROSPECTUSES


•	Final Term Sheet, dated March 7, 2018 relating to the Notes, as filed pursuant to Rule 433 under the Securities Act and attached as Schedule 3 hereto.

SCHEDULE 3

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-223336

March 7, 2018

TERM SHEET

(to Preliminary Prospectus Supplement dated March 7, 2018)

PNM RESOURCES, INC.

3.250% SENIOR NOTES DUE 2021



Issuer:	PNM Resources, Inc.
Expected Ratings (Moody’s/S&P)*:	[Omitted]
Principal Amount:	$300,000,000
Security Type:	Senior Notes
Legal Format:	SEC Registered
Trade Date:	March 7, 2018
Settlement Date:	March 9, 2018
Maturity Date:	March 9, 2021
Interest Payment Dates:	Semi-annually on March 9 and September 9, commencing on September 9, 2018
Public Offering Price:	99.884% of the principal amount
Coupon:	3.250%
Benchmark Treasury:	2.250% due February 15, 2021
Benchmark Treasury Yield:	2.416%
Spread to Benchmark Treasury:	+87.5 basis points
Re-offer Yield:	3.291%
Optional Redemption:	Make whole premium using a discount rate of Treasury Rate (as defined in the Preliminary Prospectus Supplement) plus 15 basis points
Denominations:	$2,000 and integral multiples of $1,000
CUSIP / ISIN:	69349H AC1 / US69349HAC16
Joint Book-Running Managers:	Wells Fargo Securities, LLC MUFG Securities Americas Inc.
Co-Managers:	KeyBanc Capital Markets Inc. RBC Capital Markets, LLC U.S. Bancorp Investments, Inc.

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

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 Wells Fargo Securities, LLC by calling toll free at (800) 645-3751 or from MUFG Securities Americas Inc. by calling toll free at (877) 649-6848.

EXHIBIT B-1

FORM OF OPINION OF LEONARD D. SANCHEZ

1. The Company is a corporation validly existing and in good standing under the laws of the State of New Mexico. The Company has the corporate power 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 Underwriting 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.

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

3. None of the execution, delivery and performance of the Underwriting 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 Underwriting 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) violate the charter, bylaws, or other organizational documents of the Company or any of its subsidiaries, (ii) violate any applicable law or regulation of the State of New Mexico, (iii) violate or constitute a default under any order, decree, injunction or judgment (each an “Order”) or any material credit agreement, mortgage, deed of trust, contract, indenture or other agreement or instrument (each an “Agreement”), in each case known to me after reasonable inquiry and to which the Company is a party or by which the Company or its properties may be bound or (iv) to my knowledge after reasonable inquiry, result in the creation or imposition of any lien on any asset of the Company or its subsidiaries pursuant to the terms of any Order or Agreement.

4. 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 Underwriting 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 New Mexico securities or blue sky laws, as to which I express no opinion.

5. 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 Underwriting 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

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employees of the Company exists or is threatened or is imminent that could reasonably be expected to have a Material Adverse Effect.

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

7. The Notes have been duly authorized and executed by the Company.

8. The Underwriting Agreement has been duly and validly authorized, executed and delivered by the Company.

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EXHIBIT B-2

FORM OF OPINION OF TROUTMAN SANDERS LLP

1. Validity and Enforceability . Each of the Indenture and the Supplemental Indenture constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, and the Indenture has been duly qualified under the Trust Indenture Act. When duly executed and delivered by the Company, authenticated by the Trustee in accordance with the Indenture and delivered to the Underwriters against payment thereof 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, enforceable against the Company in accordance with their terms.

2. Accurate Summaries . The statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the captions “DESCRIPTION OF DEBT SECURITIES” and “DESCRIPTION OF THE SENIOR NOTES” insofar as they purport to constitute a summary of the terms of the securities, are accurate summaries in all material respects.

3. Noncontravention . Neither the execution and delivery by the Company of any Subject Document to which it is a party, nor the performance by the Company of its obligations thereunder, nor the consummation of the transactions therein contemplated and the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Registration Statement, the Pricing Disclosure Package and Prospectus: (a) violates any statute or regulation of Applicable Law that, in each case, is applicable to the Company; or (b) violates, results in any breach of any of the terms of or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or constitutes a default under, 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2017 or any Current Report on Form 8-K filed with the SEC since the end of the Company’s last fiscal year (the “ Reviewed Documents ”).

4. Governmental Approvals . No consent, approval or authorization of, filing with, or order of any federal or New York (i) court, (ii) governmental agency (including the Federal Energy Regulatory Commission) or (iii) body, is required for (a) the issuance and sale of the Notes, or (b) the execution and delivery of the Subject Documents and the Notes or the performance by the Company of its obligations thereunder, except in each case as have previously been made or obtained or except such as may be required under the blue sky laws of any jurisdiction (as to which we express no opinion).

5. No Stop Order . The Registration Statement became effective under the Securities Act as of the date it was filed with the Commission, and the Prospectus was filed with the Commission pursuant to Rule 424(b) under the Securities Act on March 7, 2018. To our

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knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose is pending or threatened.

6. Compliance with Laws . The (i) Registration Statement, on the latest Effective Date and on the Delivery Date, and (ii) the Prospectus, when filed with the Commission pursuant to Rule 424(b) and on the Delivery Date (except in each case as to the financial statements and other financial or statistical data and schedules contained or incorporated by reference therein, as to which we express no opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act, and to the applicable rules and regulations of the Commission thereunder. Each document incorporated therein by reference as originally filed pursuant to the Exchange Act (except in each case as to the financial statements and other financial or statistical data and schedules contained or incorporated by reference therein, as to which we express no opinion) appear on their face to be appropriately responsive in all material respects to the requirements of the Exchange Act, and to the applicable rules and regulations of the Commission thereunder.

7. Tax Disclosure . The statements set forth in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS” 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 in all material respects.

8. Investment Company Act . 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” as such term is defined in the Investment Company Act of 1940, as amended.

9. Execution and Delivery . Each of the Agreement, the Indenture and the Supplemental Indenture has been duly executed and delivered by the Company. The global Note has been duly executed by the Company.

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Exhibit 4.2

PNM RESOURCES, INC.

AND

MUFG UNION BANK, N.A.

as Trustee

______________________________________

SUPPLEMENTAL INDENTURE NO. 3

Dated as of March 9, 2018

INDENTURE

Dated as of March 15, 2005

______________________________________

THIS SUPPLEMENTAL INDENTURE NO. 3 (this “ Supplemental Indenture No. 3 ”), dated as of March 9, 2018, between PNM RESOURCES, INC. , a New Mexico corporation (the “ Company ”), and MUFG UNION BANK, N.A. (formerly known as Union Bank, N.A.), a national banking association (as ultimate successor to JPMorgan Chase Bank, N.A.), as Trustee (the “ Trustee ”).

RECITALS OF THE COMPANY

The Company has executed and delivered to the Trustee an Indenture, dated as of March 15, 2005 (the “ Base Indenture ”), between the Company and the Trustee to provide for the issuance from time to time of one or more series of the Company’s senior notes (the “ Notes ”).

The Company has executed and delivered to the Trustee a Supplemental Indenture No. 1, dated as of March 30, 2005 (“ Supplemental Indenture No. 1 ”), between the Company and the Trustee, supplemental to the Base Indenture, to establish the form and terms of a series of Notes known as the Company’s Senior Notes, Series A (the “ Series A Notes ”), and a Supplemental Indenture No. 2, dated as of May 16, 2008 (“ Supplemental Indenture No. 2 ”), between the Company and the Trustee, supplemental to and amendatory of the Base Indenture, in connection with the Successful Remarketing (as defined in Supplemental Indenture No. 2) of the Series A Notes (the Base Indenture, as supplemented and amended by Supplemental Indenture No. 1 and Supplemental Indenture No. 2, the “ Indenture ”).

Effective as of June 1, 2011, MUFG Union Bank, N.A. (under its then name, 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 Section 3.01 of the Base Indenture, the Company wishes to provide for the issuance of a new series of Notes to be designated as its “3.250% Senior Notes due 2021” (the “ 2018 Notes ”), the form and terms of such 2018 Notes and the terms, provisions and conditions thereof to be set forth as provided in this Supplemental Indenture No. 3 .

Section 9.01 of the Base Indenture provides, among other things, 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 for any of the purposes as provided in Section 9.01 of the Base Indenture, and the Company desires to establish the forms and terms of Notes of a series as permitted by Section 2.01 and Section 3.01 of the Base Indenture and to add to or change certain of the provisions to the Base Indenture .

The Company has requested that the Trustee join in the execution and delivery of this Supplemental Indenture No. 3, and all requirements necessary to make this Supplemental Indenture No. 3 a valid, binding and enforceable instrument in accordance with its terms, and to make the 2018 Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid, binding and enforceable obligations of the Company, have been satisfied and

performed, and the execution and delivery of this Supplemental Indenture No. 3 has been duly authorized in all respects.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.01 This Supplemental Indenture No. 3 constitutes an integral part of the Indenture.

Section 1.02 For all purposes of this Supplemental Indenture No. 3:

(a) Capitalized terms used herein without definition shall have the meanings set forth in the Indenture;

(b) a term defined anywhere in this Supplemental Indenture No. 3 has the same meaning throughout;

(d) headings are for convenience of reference only and do not affect interpretation.

ARTICLE 2

GENERAL TERMS AND CONDITIONS OF
THE 2018 NOTES

Section 2.01 There shall be and is hereby authorized a series of Notes designated the “3.250% Senior Notes due 2021”. The 2018 Notes shall initially be authenticated and delivered in the aggregate principal amount of $300,000,000. The 2018 Notes shall mature and the principal thereof shall be due and payable together with all accrued and unpaid interest thereon on March 9, 2021. The Company may issue, without the consent of the Holders of the 2018 Notes, additional 2018 Notes from time to time in accordance with Section 4.01 hereof. Any such additional 2018 Notes shall have identical terms as the 2018 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 (as hereinafter defined), provided that if such additional 2018 Notes are not fungible with the 2018 Notes initially authenticated and delivered for U.S. federal income tax purposes, such additional 2018 Notes will be issued with a separate CUSIP number. Any such additional 2018 Notes, together with the other 2018 Notes, shall constitute a single series for purposes of the Indenture.

Section 2.02 The 2018 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 (“ DTC ”), as Depositary therefor. Any 2018 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 2018 Note in Article III 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 2018 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 2.03 Each 2018 Note will bear interest at the rate of 3.250 % per annum, from March 9 , 2018 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 March 9 and September 9 in each year (each an “ Interest Payment Date ”), commencing September 9, 2018 until the principal thereof is paid or made available for payment. The interest so payable on a 2018 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 2018 Note or any Predecessor Note is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such 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 2018 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 2018 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 2018 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 2018 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 2018 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 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 Supplemental Indenture No. 3, “ 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 2.04 Payment of the principal of, and premium, if any, and interest on the 2018 Notes shall be payable, registration of transfer or exchange of the 2018 Notes may be effected, and notices and demands to or upon the Company in respect of the 2018 Notes and the Indenture, as heretofore and hereby supplemented and amended, may be served at the office or agency of

the Company maintained for that purpose in the City of Los Angeles, California, which shall be the office of the Trustee located at 445 South Figueroa Street, Suite 401, Los Angeles, California 90071 or at such other office or agency in the City of Los Angeles and State of California 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 2018 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 2.05 The Company may redeem the 2018 Notes at its option, in whole or in part at any time and from time to time prior to the Stated Maturity, at a Redemption Price equal to the greater of (1) 100% of the principal amount of the 2018 Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2018 Notes being redeemed (excluding the portion of any such interest accrued to but excluding the Redemption Date) discounted (for purposes of determining present value) to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.

For purposes of this Section 2.05, the following terms will have the meanings set forth below.

“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“remaining life”) of the 2018 Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining life of the 2018 Notes.

“ Comparable Treasury Price ” means, with respect to any Redemption Date, (1) the average as determined by the Company of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Company obtains fewer than four of such Reference Treasury Dealer Quotations, the average of all such quotations.

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

“ Reference Treasury Dealer ” means a primary U.S. Government securities dealer or dealers selected by the Company.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at or

before 3:30 p.m., New York City time, on the third Business Day preceding such Redemption Date.

“ Treasury Rate ” means, with respect to any redemption, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

The Company will mail or, in the case of 2018 Notes held in the form of global securities, give to DTC or its nominee in accordance with DTC’s applicable procedures, a notice of redemption at least 20 days but not more than 60 days before a Redemption Date to each Holder of 2018 Notes to be redeemed. If less than all of the 2018 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 2018 Notes or portions thereof to be redeemed; 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 2018 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 2018 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 2018 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 2018 Notes. On and after the Redemption Date (unless the Company shall default in the payment of the 2018 Notes or portions thereof to be redeemed at the applicable Redemption Price, together with interest accrued thereon to such date), interest on the 2018 Notes or the portions thereof so called for redemption shall cease to accrue.

The Trustee has no responsibility for any calculation or determination in respect of the establishment of the redemption price of the 2018 Notes and shall be entitled to receive and rely conclusively upon an Officers’ Certificate that states the Redemption Price.

Section 2.06 The 2018 Notes will not be subject to any sinking fund.

Section 2.07 The 2018 Notes are subject to defeasance pursuant to and in accordance with Section 13.02 and Section 13.03 of the Indenture.

Section 2.08 For so long as any 2018 Notes remain outstanding, The Company shall not create or incur or allow any of its subsidiaries to create or incur any pledge or security interest on any of the capital stock of a Public Utility Subsidiary (as defined below) held by the Company or one of its subsidiaries or a Significant Subsidiary (as defined below); provided, that , so long as any Existing Indebtedness (as defined below) includes a Burdensome Agreements Covenant (as defined below), this limitation will not apply in the case of any liens created, incurred, assumed or existing on our property in favor of the agent or the lenders under such Existing Indebtedness

For purposes of this Section 2.08, the following terms will have the meanings set forth below:

“ Burdensome Agreements Covenant ” means a covenant that restricts the Company and its subsidiaries from entering into any contractual obligation that prohibits the ability of the

Company to create, incur, assume or suffer to exist liens on its property in favor of the agent or the lenders under the Existing Indebtedness.

“ Existing Indebtedness ” means any instrument or agreement governing indebtedness (including any guarantees) of the Company existing as of the date hereof, including any amendment, restatement, supplement, modification, renewal, replacement in any matter or refinancing thereof in whole or in part from time to time.

“ Public Utility Subsidiary ” means, at any particular time, a direct or indirect subsidiary of the Company that, as a substantial part of its business, distributes or transmits electric energy to retail or wholesale customers at rates or tariffs that are regulated by either a state or Federal regulatory authority.

“ Significant Subsidiary ” means, at any particular time, any direct subsidiary of the Company whose consolidated gross assets or consolidated gross revenues (having regard to the Company’s direct beneficial interest in the shares, or the like, of that subsidiary) represent at least 25% of the Company’s consolidated gross assets or the Company’s consolidated gross revenues.

ARTICLE 3
FORM OF 2018 NOTES

Section 3.01 The 2018 Notes and the Trustee’s certificate of authentication to be endorsed thereon are to be substantially in the following form:

Form of 2018 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 PNM RESOURCES, INC. 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 3.250% Senior Notes due 2021.

PNM RESOURCES, INC.

3.250% Senior Notes due 2021



No. ____		$_______________
		CUSIP No.
		ISIN No.

PNM RESOURCES, INC. , 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 March 9, 2021 and to pay interest thereon from March 9, 2018 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 9 and September 9 in each year, commencing September 9, 2018 at the rate of 3.250% 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 March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such 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 Los Angeles, California, 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.



PNM RESOURCES, INC.

By:
		Name:
		Title:

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:



MUFG UNION BANK, N.A., as Trustee

By:
		Authorized Signatory

Form of Reverse of 3.250% Senior 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 March 15, 2005, 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 MUFG Union Bank, N.A., a national banking association (formerly known as Union Bank, N.A., as ultimate successor to The Chase Manhattan Bank, as trustee), 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 Supplemental Indenture No. 3, dated as of March 9, 2018 (the “ Supplemental Indenture No. 3 ”), 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 Supplemental Indenture No. 3 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, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding of all series to be affected considered as one class. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes of all or each series, as the case may be, at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and 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 $2,000 and integral multiples of $1,000 in excess 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 with transfer or exchange.

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.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

ARTICLE 4
ORIGINAL ISSUE OF 2018 NOTES

Section 4.01 2018 Notes in the aggregate principal amount of $300,000,000, and additional 2018 Notes as provided in Section 2.01 of this Supplemental Indenture No. 3, may, upon execution of this Supplemental Indenture No. 3, 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 2018 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.

ARTICLE 5
PAYING AGENT AND REGISTRAR

Section 5.01 MUFG Union Bank, N.A. will be the Paying Agent and Note Registrar for the 2018 Notes.

ARTICLE 6
AMENDMENTS

Section 6.01 The Indenture is hereby amended by deleting the defined term “Corporate Trust Office” in Section 1.01 (Definitions) of the Base Indenture in its entirety 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 shall be principally administered, which office at the date hereof is located at 445 South Figueroa Street, Suite 401, Los Angeles, CA 90071, Attention: Corporate Trust Department, or such other address as the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Company).”

Section 6.02 The Indenture is hereby amended by deleting the defined term “Responsible Officer” in Section 1.01 (Definitions) of the Base Indenture in its entirety and replacing it with the following:

“‘ Responsible Officer’ means, with respect to the Trustee, any officer assigned to the Corporate Trust Department (or any successor department or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Indenture, and for the purposes of Section 6.01(c)(2) shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.”

Section 6.03 The Indenture is hereby amended by deleting Section 1.05 (Notices, Etc., to Trustee and Company) of the Base Indenture in its entirety and replacing it with the following:

“Section 1.05 Notices, Etc., to Trustee and Company .

Any request, demand, authorization, direction, notice, consent, election, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, the Trustee by any Holder or by the Company, or the Company by the Trustee or by any Holder, shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and delivered personally to an officer or other

responsible employee of the addressee, or transmitted by facsimile transmission or other direct written electronic means to such telephone number or other electronic communications address as the parties hereto shall from time to time designate, or transmitted by first-class mail, charges prepaid, to the applicable address set opposite such party’s name below or to such other address as either party hereto may from time to time designate:

IF TO THE TRUSTEE, TO:

MUFG Union Bank, N.A.
    445 South Figueroa Street, Suite 401
    Los Angeles, California 90071
    Attention: Corporate Trust
    Fax: (213) 972-5694
    Electronic Mail: CashControlGroup-LosAngeles@unionbank.com

IF TO THE COMPANY, TO:

PNM Resources, Inc.

414 Silver Ave. SW, MS0905

Albuquerque, New Mexico 87102

Attention: Treasurer

Telephone: (505) 241-2691

Fax: (505) 241-4386

Electronic Mail: elisabeth.eden@pnmresources.com

Any communication contemplated herein shall be deemed to have been made, given, furnished and filed if personally delivered, on the date of delivery, if transmitted by facsimile transmission or other direct written electronic means, on the date of transmission, and if transmitted by first-class mail, on the date of receipt.

The Trustee shall have the right, but shall not be required, to rely upon and comply with notices, instructions, directions or other communications sent by e-mail, facsimile and other similar unsecured electronic methods by persons believed by the Trustee to be authorized to give instructions and directions on behalf of the Company. The Trustee shall have no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, a person authorized to give instructions or directions on behalf of the Company; and the Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the Company as a result of such reliance upon or compliance with such notices, instructions, directions or other communications. The Company agrees to assume all risks arising out of the use of such electronic methods to submit notices, instructions, directions or other communications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Company shall use all reasonable endeavors to ensure that any such notices, instructions, directions or other communications transmitted to the Trustee pursuant to this Indenture are complete and correct. Any such notices, instructions, directions or other communications shall be conclusively deemed to be valid instructions from the Company to the Trustee for the purposes of this Indenture.”

Section 6.04 The Indenture is hereby amended by adding the following to the end of Section 1.12 (Governing Law) of the Base Indenture:

“EACH OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

The Company irrevocably consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and any appellate court from any thereof in any suit, action or proceeding that may be brought in connection with this Indenture or the Notes, and waives any immunity from the jurisdiction of such courts. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, and waives, to the fullest extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.”

Section 6.05 The Indenture is hereby amended by deleting “30” in both places it appears Section 2.03 (Form of Reverse of Note) of the Base Indenture and replacing it with “20”.

Section 6.06 The Indenture is hereby amended by deleting the lead-in to clause (d) of Section 3.03 (Execution, Authentication, Delivery and Dating) of the Base Indenture in its entirety and replacing it with the following:

“An Opinion of Counsel stating in effect that:”

Section 6.07 The Indenture is hereby amended by deleting the second and third sentences of the second paragraph of Section 3.09 (Cancellation) of the Base Indenture in their entirety and replacing them with the following:

“The Trustee shall destroy all cancelled Notes held by it and shall deliver a certificate of such destruction to the Company.”

Section 6.08 The Indenture is hereby amended by deleting the lead-in to Section 5.06 (Application of Money Collected) of the Base Indenture in its entirety and replacing it with the following:

“ Any money collected by the Trustee pursuant to this Article, or after an Event of Default any money or other property distributable in respect of the Company’s obligations under this

Indenture, shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Notes in respect of which or for the benefit of which such monies shall have been collected and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: ”

Section 6.09 The Indenture is hereby amended by amending Section 6.03 (Certain Rights of the Trustee) of the Base Indenture as follows:

(a) Deleting the word “and” after clause “(7)” and replacing it with “;”,

(b) Deleting clause “(8)” in its entirety and replacing it with the following:

“(8) the Trustee shall not be deemed to have knowledge or notice of any default or Event of Default with respect to the Notes of any series for which it is acting as Trustee unless (1) a Responsible Officer of the Trustee has actual knowledge of such default or Event of Default or (2) written notice of such default or Event of Default from the Company, any other obligor on the Notes or by an Holder of such Notes shall have been received at the Corporate Trust Office by a Responsible Officer of the Trustee and such notice references such Notes and this Indenture;”, and

“(9) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;

(10) anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential or other similar loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action;

(11) the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, any provision of any law or regulation or any act of any governmental authority, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action; and

(12) The Trustee may request from time to time that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which certificate may be signed by any person authorized to sign an Officer's Certificate, including any person

specified as so authorized in any such certificate previously delivered and not superseded.”

Section 6.10 The Indenture is hereby amended by adding the following to Section 6.04 (Not Responsible For Recitals or Issuance of Notes) of the Base Indenture:

“The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture.”

Section 6.11 The Indenture is hereby amended by adding the following to be the last paragraph of Section 6.06 (Money Held in Trust) of the Base Indenture:

“The Trustee shall furnish the Company periodic cash transaction statements which include detail for all investment transactions effected by the Trustee or brokers selected by the Company. Upon the Company’s election, such statements will be delivered via the Trustee’s online service and upon electing such service, paper statements will be provided only upon request. The Company waives the right to receive brokerage confirmations of security transactions effected by the Trustee as they occur, to the extent permitted by law. The Company further understands that trade confirmations for securities transactions effected by the Trustee will be available upon request and at no additional cost and other trade confirmations may be obtained from the applicable broker.”

Section 6.12 The Indenture is hereby amended by deleting the last sentence of Section 6.07 (Compensation and Reimbursement) of the Base Indenture in its entirety and replacing it with the following:

“The provisions of this Section shall survive the termination for any reason of this Indenture, the satisfaction and discharge of this Indenture and the payment of the Notes and the resignation or removal of the Trustee.”

Section 6.13 The Indenture is hereby amended by deleting the first sentence of Section 11.04 (Notice of Redemption) of the Base Indenture in its entirety and replacing it with the following:

“Except as otherwise specified as contemplated by Section 3.01 for Notes of any series, or Tranche thereof, notice of redemption shall be given by mail to each Holder of Notes to be redeemed at such Holder’s address appearing in the Note Register or, in the case of Global Notes, given to the Depositary or its nominee in accordance with such Depositary’s applicable procedures, in all cases not less than 20 nor more than 60 days prior to the Redemption Date.”

ARTICLE 7
MISCELLANEOUS

Section 7.01 Except as otherwise expressly provided in this Supplemental Indenture No. 3 or in the form of 2018 Notes or otherwise clearly required by the context hereof or thereof, all terms used herein or in said form of the 2018 Notes that are defined in the Indenture shall have the several meanings respectively assigned to them thereby.

Section 7.02 The Indenture, as supplemented and amended by this Supplemental Indenture No. 3, is in all respects ratified and confirmed, and this Supplemental Indenture No. 3 shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 7.03 The recitals herein and in the 2018 Notes are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture No. 3 or of the 2018 Notes. The Trustee shall not be accountable for the use or application by the Company of the 2018 Notes or of the proceeds thereof.

Section 7.04 This Supplemental Indenture No. 3 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 7.05 This Supplemental Indenture No. 3 and the 2018 Notes 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 Supplemental Indenture No. 3 to be duly executed as of the day and year first above written.

PNM RESOURCES, INC.

By: /s/ Elisabeth Eden ______________________

Elisabeth Eden

Vice President and Treasurer

MUFG UNION BANK, N.A. , as Trustee

By: /s/ Timothy P. Miller_____________________

Timothy P. Miller

Vice President



PNM Resources, Inc. 414 Silver Ave., SW Albuquerque, NM 87102-3289 PNMResources.com

EXHIBIT 5.1

March 9, 2018

PNM Resources, Inc.

414 Silver Avenue SW

Albuquerque, New Mexico 87102-3289

Ladies and Gentlemen:

I, as Associate General Counsel, am acting as counsel for PNM Resources, Inc., a New Mexico corporation (the “ Company ”), in connection with (i) the Company’s registration statement on Form S-3ASR (File No. 333- 223336) (the “ Registration Statement ”) filed on March 1, 2018 with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”) and the accompanying prospectus dated March 1, 2018 (the “ Prospectus ”) and (ii) the issuance by the Company of $300 million aggregate principal amount of the Company’s 3.250% Senior Notes due 2021 (the “ Notes ”) as described in the prospectus supplement dated March 7, 2018 (together with the Prospectus, the “ Final Prospectus ”).

The Notes are being issued under the Indenture dated as of March 15, 2005, between the Company and MUFG Union Bank, N.A. (formerly known as Union Bank, N.A., as ultimate successor to JPMorgan Chase Bank, N.A.), as Trustee (the “ Trustee ”), as heretofore supplemented and amended (the “ Indenture ”), and as supplemented and amended by the Supplemental Indenture No.3 to be dated as of March 9, 2018, between the Company and the Trustee (the “ Supplemental Indenture” ), and in accordance with that certain Underwriting Agreement dated March 7, 2018 between the Company and the Underwriters named therein (the “ Underwriting Agreement ”).

This opinion is being furnished to you at your request 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 documents of the Company, including the Articles of Incorporation, as amended to date (the “ Articles ”), and the Bylaws of the Company, as amended to date (the “ Bylaws ”), (ii) the resolutions of the Board of Directors of the Company with respect to the Registration Statement, the Final Prospectus, the Underwriting Agreement and the issuance of the Notes pursuant to the Underwriting Agreement and certain related matters, (iii) the form of the Note (with the maturity, interest rate and other terms inserted therein), (iv) the Registration Statement and exhibits thereto, (v) the Final Prospectus, and (vi) the Underwriting Agreement.

For purposes of the opinions expressed below, I have assumed without verification (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the

originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of signatures not witnessed by us, (v) the due authorization, execution and delivery of all documents by all parties, other than the Company, and the validity, binding effect and enforceability thereof and (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates I have reviewed.

As to any facts material to the opinions expressed herein which were not independently established or verified, I have relied upon oral or written statements and representations of officers and other representatives of the Company and others and of public officials. In making my examination of documents executed or to be executed, I have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder.

I am a member of the bar of the State of New Mexico and am not purporting to be an expert on, or generally familiar with, or qualified to express legal conclusions based upon, laws of any state or jurisdiction other than the State of New Mexico and I express no opinion as to the effect of the laws of any other jurisdiction or as to the securities or blue sky laws of any state (including, without limitation, New Mexico), municipal law or the laws of any local agencies within any state (including, without limitation, 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.

Based on 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:


1.	The Company is a validly existing corporation and is in good standing under the laws of the state of New Mexico.


2.	The Company has the corporate power and authority to issue the Notes and has taken all necessary corporate action to authorize the issuance of the Notes.

My opinion is as of the date hereof and I have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to my attention and I disavow any undertaking to advise you of any changes in law.

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 Final Prospectus and Registration Statement. In giving this consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Act, or the General Rules and Regulations of the Commission promulgated thereunder.

Very truly yours,

By: _/s/ Leonard D. Sanchez __________________

Leonard D. Sanchez

Associate General Counsel

PNM Resources, Inc.



Troutman Sanders LLP Troutman Sanders Building 1001 Haxall Point Richmond, VA 23219 troutman.com

D 804.697.1200

F 804.697.1339

March 9, 2018

PNM Resources, Inc.

Alvarado Square

Albuquerque, New Mexico 87158

Ladies and Gentlemen:

We have acted as counsel to PNM Resources, Inc., a New Mexico corporation (the “ Company ”), in connection with (i) the Company’s registration statement on Form S-3ASR (File No. 333- 223336 (the “ Registration Statement ”) filed on March 1, 2018 with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”) and the accompanying prospectus dated March 1, 2018 (the “ Prospectus ”) and (ii) the issuance by the Company of $300 million aggregate principal amount of the Company’s 3.250% Senior Notes due 2021 (the “ Notes ”) as described in the prospectus supplement dated March 7, 2018 (together with the Prospectus, the “ Final Prospectus ”).

This opinion is being furnished to you at your request 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 documents of the Company, including the Articles of Incorporation, as amended to date (the “ Articles ”), and the Bylaws of the Company, as amended to date (the “ Bylaws ”), (ii) the resolutions of the Board of Directors of the Company with respect to the Registration Statement, the Final Prospectus, the Underwriting Agreement and the issuance of the Notes pursuant to the Underwriting Agreement and certain related matters, (iii) the form of the Note (with the maturity, interest rate and other terms inserted therein), (iv) the Registration Statement and exhibits thereto, (v) the Final Prospectus, and (vi) the Underwriting Agreement.

For purposes of the opinions expressed below, we have assumed without verification (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of



PNM Resources, Inc. Page 2

the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of signatures not witnessed by us, (v) the due authorization, execution and delivery of all documents by all parties, other than the Company, and the validity, binding effect and enforceability thereof and (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others and of public officials. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder.

We are members of the bar of the State of New York and are not purporting to be experts on, or generally familiar with, or qualified to express legal conclusions based upon, laws of any state or jurisdiction other than the federal laws of the United States of America and the State of New York and we express no opinion as to the effect of the laws of any other jurisdiction or as to the securities or blue sky laws of any state (including, without limitation, New York), municipal law or the laws of any local agencies within any state (including, without limitation, 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 on the opinion of Leonard D. Sanchez, Esq., Associate General Counsel of the Company, 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.

Based on 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:

When the Notes have been duly issued and sold in the manner contemplated by the Registration Statement, the Final Prospectus and the Underwriting Agreement, the Company has received the consideration provided for in the Final Prospectus and the Underwriting Agreement, and assuming due authentication thereof by the Trustee or the Authenticating Agent in accordance with the provisions of the Indenture and the Supplemental Indenture, the Notes will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), (c) public policy considerations which may limit the rights of parties to obtain remedies, (d) the waivers of any usury defense contained in the Indenture, Supplemental Indenture or Notes which may be unenforceable, (e) requirements that a claim with respect to any Notes denominated in a currency, currency unit or composite currency other than United States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States dollars at a rate of exchange prevailing on



PNM Resources, Inc. Page 3

a date determined pursuant to applicable law and (f) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies.

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

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 Final Prospectus and Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the Rules and Regulations of the Commission promulgated thereunder.

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 $300.0 million aggregate principal amount of 3.250% senior notes due 2021 by PNM Resources, Inc., registered pursuant to a Registration Statement on Form S-3 (Registration No. 333-223336) filed on March 1, 2018, 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	$	37,350 ¹
Accounting Fees and Expenses	$	60,000
Printing Expenses	$	20,000
Legal Fees and Expenses	$	350,000
Blue Sky Fees and Expenses	$	7,500
Fees and Expenses of Trustee	$	4,500
Rating Agency Fees	$	313,500
Miscellaneous Expenses	$	4,150

Total	$	797,000

_______________

¹ Previously paid.