PNM RESOURCES INC - FORM 10-Q - EX-10.1 - PNM EXHIBIT 10.1 - July 31, 2015

Attached files

file filename
EX-31.2 - PNMR EXHIBIT 31.2 - PNM RESOURCES INCpnm6302015ex312.htm
EX-32.1 - PNMR EXHIBIT 32.1 - PNM RESOURCES INCpnm6302015ex321.htm
EX-12.2 - PNM EXHIBIT 12.2 - PNM RESOURCES INCpnm6302015ex122.htm
EX-12.1 - PNMR EXHIBIT 12.1 - PNM RESOURCES INCpnm6302015ex121.htm
EX-31.6 - TNMP EXHIBIT 31.6 - PNM RESOURCES INCpnm6302015ex316.htm
EX-10.2 - PNM EXHIBIT 10.2 - PNM RESOURCES INCpnm6302015ex102.htm
EX-31.4 - PNM EXHIBIT 31.4 - PNM RESOURCES INCpnm6302015ex314.htm
EX-31.3 - PNM EXHIBIT 31.3 - PNM RESOURCES INCpnm6302015ex313.htm
EX-31.5 - TNMP EXHIBIT 31.5 - PNM RESOURCES INCpnm6302015ex315.htm
EX-32.2 - PNM EXHIBIT 32.2 - PNM RESOURCES INCpnm6302015ex322.htm
EX-12.3 - TNMP EXHIBIT 12.3 - PNM RESOURCES INCpnm6302015ex123.htm
EX-32.3 - TNMP EXHIBIT 32.3 - PNM RESOURCES INCpnm6302015ex323.htm
EX-31.1 - PNMR EXHIBIT 31.1 - PNM RESOURCES INCpnm6302015ex311.htm
10-Q - PNM 6.30.2015 10-Q - PNM RESOURCES INCpnm630201510-q.htm


PNM                    Patricia Vincent-Collawn
Main Offices                 Chairman, President & CEO
Albuquerque, NM 87158-1225        
www.pnmresources.com
Phone : 505.241.2802
Fax : 505.241.4343
May 14, 2015

Westmoreland Coal Company
9540 South Maroon Circle
Suite 200
Englewood, Colorado 80112
Attn: Keith E. Alessi

Ladies and Gentlemen:

Reference is made to the contemplated acquisition of one hundred percent (100%) of the issued and outstanding shares of San Juan Coal Company, a Delaware corporation ("SJCC") and San Juan Transportation Company, a Delaware corporation, by Westmoreland Coal Company, a Delaware corporation (“Purchaser”), from BHP Billiton New Mexico Coal, Inc., a Delaware corporation (“Seller”), pursuant to a Stock Purchase Agreement in a form to be agreed to by Purchaser and Seller (the “Purchase Agreement”), certain provisions of which it is contemplated that Public Service Company of New Mexico, a New Mexico corporation (“PNM”), shall be an intended third party beneficiary.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

1.
Purchaser and PNM hereby agree to execute and deliver (or, in the case of Purchaser, to cause SJCC to execute and deliver, as applicable), contemporaneous with the closing under the Purchase Agreement (the “Closing”), the Coal Supply Agreement, including the Guaranty substantially in the form attached thereto, the Reclamation Services Agreement and the Coal Combustion Residuals Disposal Agreement, each substantially in the form submitted by PNM to the New Mexico Public Regulation Commission on a confidential basis on May 1, 2015.

2.
The obligations of the parties in paragraph 1 above are subject to satisfaction of each of the following conditions: (i) Purchaser and Seller shall have duly executed and delivered the Purchase Agreement in substantially the form submitted by PNM to the New Mexico Public Regulation Commission on a confidential basis on May 14, 2015; (ii) the Closing shall have occurred in accordance with the terms of the Purchase Agreement; (iii) any necessary regulatory approvals; and (iv) the San Juan Project Restructuring Agreement, contemplated to be entered into by and among the current and future owners of the San




Juan Generating Station, shall have become effective in accordance with the terms thereof.

3.
The terms and provisions of this letter agreement shall be interpreted and construed in accordance with the laws of the State of New Mexico, without regard to conflict of law principles.

4.
The parties acknowledge that money damages would not be an adequate remedy at law if any party fails to perform in any material respect any of its obligations hereunder and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to specific performance of the obligations of any other party under this letter agreement and appropriate injunctive relief may be applied for and granted in connection therewith, and if any action should be brought in equity to enforce any of the provisions of this letter agreement, none of the parties shall raise the defense that there is an adequate remedy at law. No remedy shall be exclusive of any other remedy. All available remedies shall be cumulative.

5.
EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO, THIS LETTER AGREEMENT.

6.
This letter agreement may be executed by facsimile or portable document format (.pdf) and in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

{Signature Page Follows}


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If the foregoing meets with your approval, please sign below.


Sincerely,

PUBLIC SERVICE COMPANY OF NEW MEXICO



/s/ Patricia Vincent-Collawn        
Name:     Patricia Vincent-Collawn        
Title: Chairman, President and CEO    




ACCEPTED AND AGREED TO
AS OF THE DATE FIRST WRITTEN ABOVE:

WESTMORELAND COAL COMPANY



/s/ Keith E. Alessi            
Name:     Keith E. Alessi            
Title:     CEO                    














{Signature Page to Letter Agreement re: Execution of CSA}



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