AVANGRID, INC. : conclusion of a material definitive agreement, termination of a material definitive agreement, creation of a direct financial obligation or of an obligation under an off-balance sheet arrangement of a holder, financial statements and exhibits (form 8-K)

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Item 1.01 Conclusion of a Material Definitive Agreement.

At 23 November 2021, Avangrid, Inc., a new York company (the “Company”),
New York State Electricity and Gas Company (“NYSEG”), Rochester Electricity and Gas Corporation (“RGE”), Central Maine Electric Company (“CMP”), The United Lighting Company (“UI”), Connecticut Natural Gas Company (“CNG”), the
Southern Connecticut Gas Company (“SCG”) and The Berkshire gas company (“BGC” and with the Company, NYSEG, RGE, CMP, UI and CNG, the “Borrowers”) have entered into a revolving credit facility with a syndicate of banks (the “Credit Facility”), which provides for maximum borrowings. from up to $ 4 billion generally. Each of the New Mexico utility company (“PNM”) and Texas-New Mexico Power Company (“TNMP”) will join as Borrower under the Credit Facility following the completion of the merger (the “Merger”) of PNM Resources, Inc. (“PNMR”) and NM Green Holdings, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”) in accordance with the Agreement and the Merger Plan (“Merger Agreement”) between the Company, PNMR and Merger Sub and the satisfaction of certain customary conditions of membership , including, without limitation, the receipt of certain government and third party approvals required in connection with the consolidation of PNM and TNMP as borrowers under the Credit Facility and the cancellation of certain existing credit facilities.

This Credit Facility replaces and cancels the previous revolving credit facility entered into by the Borrowers with a syndicate of banks on June 29, 2018 with a due date of June 29, 2023, which provided for maximum borrowings of up to
$ 2.5 billion overall on terms substantially similar to those of the credit facility.

Under the terms of the credit facility, each co-borrower has a maximum borrowing right, or sub-limit, which may be periodically adjusted to meet specific short-term capital funding needs, subject to the maximum limit. established by banks. The Company’s maximum sub-limit is $ 3,575,000,000
(which will go to $ 4,000,000,000 upon joining PNM and TNMP as Borrowers under the Credit Facility) less the total amount of all Sub-limits applicable to other Borrowers in effect at that time (as more specifically defined and set out in the Credit facility). Other Borrowers have the following Maximum Sub Limits under the Credit Facility:


Borrower                                            Maximum Sublimit
NYSEG                                              $      700,000,000
RGE                                                $      300,000,000
CMP                                                $      200,000,000
UI                                                 $      250,000,000
CNG                                                $      150,000,000
SCG                                                $      150,000,000
BGC                                                $       50,000,000

PNM (after the effective date of the PNM junction) $ 400,000,000
TNMP (after the effective date of the TNMP junction) $ 300,000,000

The Credit Facility does not contain any rating triggers that would result in default, acceleration or put options, but contains rating sensitive prices and prices that are sensitive to the consolidated greenhouse gas emissions intensity. of the Borrower. The Credit Facility also contains restrictive covenants, one of which sets the ratio of maximum authorized consolidated debt to total consolidated capitalization at 0.65 to 1.00, for each Borrower.

Under the terms of the credit facility, each of the borrowers will pay an annual facility fee which depends on their credit rating. The initial facility fee will vary from 10 to 22.5 basis points. The maturity date of the credit facility is
22 November 2026.

The above description is only a summary of the material provisions of the Credit Facility and does not purport to be complete and is qualified in its entirety by reference to the provisions of this Credit Facility, a copy of which is attached hereto in as part 10.1.

Section 1.02 Termination of a Material Definitive Agreement.

The information set out in Section 1.01 of this current report on Form 8-K is incorporated by reference in this Section 1.02.



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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet disposition of the Holder.

The information set out in Section 1.01 of this current report on Form 8-K is incorporated by reference in this Section 2.03.

Item 9.01 Financial statements and supporting documents




(d)  Exhibits.




Exhibit
  No.                                    Description

10.1          Revolving Credit Agreement, dated as of November 23, 2021 among
            Avangrid, Inc., New York State Electric & Gas Corporation, Rochester
            Gas and Electric Corporation, Central Maine Power Company, The United
            Illuminating Company, Connecticut Natural Gas Corporation, The
            Southern Connecticut Gas Company, The Berkshire Gas Company, the
            several lenders from time to time parties thereto, Mizuho Bank, Ltd.,
            as Administrative Agent, MUFG Bank, LTD., Banco Bilbao Vizcaya
            Argentaria, S.A. New York Branch and Santander Bank, N.A., as
            Co-Documentation Agents, Bank of America, N.A. and JPMorgan Chase
            Bank, N.A., as Co-Syndication Agents, Banco Bilbao Vizcaya Argentaria,
            S.A. New York Branch, as Sustainability Agent, and Mizuho Bank, Ltd.,
            BOFA Securities, Inc., JPMorgan Chase Bank, N.A., MUFG Bank, LTD.,
            BBVA Securities Inc., and Santander Bank, N.A., as Joint Lead
            Arrangers and Joint Bookrunners.

104         Cover page Interactive Data File (embedded within the Inline XBRL
            document)




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