PNM RESOURCES INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet…

Item 1.01 Entry into a Material Definitive Agreement.

Amendments to and Restatements of PNMR Credit Agreements

On May 20, 2022, PNM Resources, Inc., a New Mexico corporation ("PNMR") enteredinto a $1.0 billion Amended and Restated Term Loan Agreement (the "PNMR Amendedand Restated Term Loan") amending and restating its $1.0 billion delayed-drawterm loan agreement among PNMR, the lenders party thereto and Wells Fargo Bank,National Association ("Wells Fargo"), as Administrative Agent. The PNMR Amendedand Restated Term Loan is effective as of May 20, 2022. The PNMR Amended andRestated Term Loan extends the maturity date to May 18, 2025 and includes otheradministrative updates. As of the date hereof, PNMR had $1.0 billion outstandingunder the PNMR Amended and Restated Term Loan.

PNMR must pay interest on its borrowing under the PNMR Amended and Restated TermLoan from time-to-time following funding and must repay all amounts on or beforethe maturity date.

The PNMR Amended and Restated Term Loan includes customary covenants, includinga covenant that requires the maintenance of a consolidated debt-to-consolidatedcapitalization ratio of less than or equal to 0.70 to 1.00. The PNMR Amended andRestated Term Loan also includes customary events of default, a cross defaultprovision, and a change of control provision. If an event of default occurs,Wells Fargo may declare the obligations outstanding under the PNMR Amended andRestated Term Loan to be due and payable. Such acceleration will occurautomatically in the event of an insolvency or bankruptcy default.

As previously disclosed, on October 20, 2020, PNMR, Avangrid, Inc. ("Avangrid"),and NM Green Holdings, Inc., a wholly-owned subsidiary of Avangrid ("MergerSub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"),pursuant to which Merger Sub will merge with and into PNMR (the "Merger"), withPNMR surviving the Merger as a direct wholly-owned subsidiary of Avangrid. ThePNMR Amended and Restated Term Loan provides that substantially concurrentlywith the consummation of the transactions set forth in the Merger Agreement,PNMR will assign to Avangrid all of its rights, duties, obligations andliabilities under the PNMR Amended and Restated Term Loan and Avangrid willassume from PNMR, as its direct and primary obligation, the payment andperformance of all of the duties, liabilities and obligations of PNMR under thePNMR Amended and Restated Term Loan pursuant to an amendment and restatement ofthe PNMR Amended and Restated Term Loan in the form of a second amended andrestated credit agreement attached to the PNMR Amended and Restated Term Loan.

The above description of the PNMR Amended and Restated Term Loan is not completeand is qualified in its entirety by reference to the entire PNMR Amended andRestated Term Loan, a copy of which is attached hereto as Exhibit 10.1 and isincorporated herein by reference.

On May 20, 2022, PNMR entered into a Tenth Amendment to and Restatement ofCredit Agreement (the "PNMR Revolver") amending and restating its $300 millionrevolving credit agreement, among PNMR, the lenders party thereto (the "PNMRRevolver Lenders") and Wells Fargo, as Administrative Agent. The PNMR Revolveris effective as of May 20, 2022. The PNMR Revolver now has a maturity date ofOctober 31, 2024, unless the maturity date is extended at the request of PNMRand with the agreement of the PNMR Revolver Lenders, subject to certain termsand conditions, and reflects other administrative updates.

The PNMR Revolver provides PNMR with a revolving credit facility for borrowingup to $300 million and includes customary covenants, including a covenant thatrequires the maintenance of a consolidated debt-to-consolidated capitalizationratio of less than or equal to .70 to 1.0. The PNM Revolver also includescustomary events of default, and has a cross default provision and a change ofcontrol provision. If an event of default occurs, the administrative agent may,or upon the request and direction of lenders holding a specified percentage ofthe commitments or loans shall, terminate the obligations of the lenders to makeloans under the PNMR Revolver and/or declare the obligations outstanding underthe PNMR Revolver to be due and payable. Such termination and acceleration willoccur automatically in the event of an insolvency or bankruptcy default.

The above description of the PNMR Revolver is not complete and is qualified inits entirety by reference to the entire PNMR Revolver, a copy of which isattached hereto as Exhibit 10.2 and is incorporated herein by reference.

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Amendments to and Restatements of PNM Credit Agreements

On May 20, 2022, Public Services Company of New Mexico ("PNM"), a wholly ownedsubsidiary of PNMR, entered into a Fifth Amendment to and Restatement of CreditAgreement (the "PNM Revolver") amending and restating its $400 million revolvingcredit agreement, among PNM, the lenders party thereto (the "PNM RevolverLenders") and Wells Fargo, as Administrative Agent. The PNM Revolver iseffective as of May 20, 2022. The PNM Revolver now has a maturity date ofOctober 31, 2024, unless the maturity date is extended at the request of PNM andwith the agreement of the PNM Revolver Lenders, subject to certain terms andconditions, and reflects other administrative updates.

The PNM Revolver provides PNM with a revolving credit facility for borrowing upto $400 million and includes customary covenants, including a covenant thatrequires the maintenance of a consolidated debt-to-consolidated capitalizationratio of less than or equal to .65 to 1.0. The PNM Revolver also includescustomary events of default, and has a cross default provision and a change ofcontrol provision. If an event of default occurs, the administrative agent may,or upon the request and direction of lenders holding a specified percentage ofthe commitments or loans shall, terminate the obligations of the lenders to makeloans under the PNM Revolver and/or declare the obligations outstanding underthe PNM Revolver to be due and payable. Such termination and acceleration willoccur automatically in the event of an insolvency or bankruptcy default.

The above description of the PNM Revolver is not complete and is qualified inits entirety by reference to the entire PNM Revolver, a copy of which isattached hereto as Exhibit 10.3 and is incorporated herein by reference.

On May 20, 2022, PNM entered into the Amended and Restated Credit Agreement (the"PNM Local Revolver") amending and restating its $40 million revolving creditagreement, among PNM, the lenders party thereto, U.S. Bank National Association,as Administrative Agent, and BOKF, NA dba Bank of Albuquerque, as SyndicationAgent. The seven participating lenders are all banks that have a significantpresence in New Mexico or are headquartered in New Mexico. The PNM LocalRevolver is effective as of May 20, 2022. The PNM Local Revolver now terminateson May 20, 2026, or any earlier date on which the Aggregate Commitment, asdefined in the PNM Local Revolver, is reduced to zero or otherwise terminatedpursuant to the terms of the PNM Local Revolver, and reflects otheradministrative updates.

The PNM Local Revolver provides PNM with a revolving credit facility forborrowing up to $40 million and includes customary covenants, including acovenant that requires the maintenance of a consolidated debt-to-consolidatedcapitalization ratio of less than or equal to .65 to 1.0. The PNM Local Revolveralso includes customary events of default, and has a cross default provision anda change of control provision. If an event of default occurs, the administrativeagent may, or upon the request and direction of lenders holding a specifiedpercentage of the commitments or loans shall, terminate the obligations of thelenders to make loans under the PNM Local Revolver and/or declare theobligations outstanding under the PNM Local Revolver to be due and payable. Suchtermination and acceleration will occur automatically in the event of aninsolvency or bankruptcy default.

The above description of the PNM Local Revolver is not complete and is qualifiedin its entirety by reference to the entire PNM Local Revolver, a copy of whichis attached hereto as Exhibit 10.4 and is incorporated herein by reference.

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

The information required by this item is included in Item 1.01 and incorporatedherein by reference.

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Item 9.01 Financial Statements and Exhibits.

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PNM RESOURCES INC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet...