Item 1.01 Entry into a Material Definitive Agreement.

On December 14, 2020, Avangrid, Inc. (the "Corporation") entered into an intra-group loan agreement with Iberdrola, S.A., which owns 81.5% of the issued and outstanding shares of common stock of the Corporation (the "Intra-Group Loan Agreement"). The Intra-Group Loan Agreement provides the Corporation with an unsecured subordinated loan in an aggregate principal amount of $3,000,000,000 (the "Loan").

The Loan bears interest (i) from the date the Corporation receives the Loan until June 15, 2021, at a rate per annum equal to 0.20%, which shall increase one (1) basis point each month following the first month of the term of the Intra-Group Loan Agreement up to a maximum interest rate of 0.25% per annum, and (ii) from June 16, 2021 until the Loan and any accrued and unpaid interest is repaid in its entirety, at the Corporation's equity cost of capital as published by Bloomberg. Interest is payable on a monthly basis in arrears.

The Corporation is required to repay the Loan in full upon certain equity issuances by the Corporation in which Iberdrola, S.A participates or a change of control of the Corporation. In addition, on or after June 15, 2021, upon five business days' notice to Iberdrola, S.A., the Corporation may voluntarily repay the Loan and any accrued and unpaid interest, in whole or in part, without prepayment premium or penalty if there is a change in the Corporation's business plan and the Corporation determines that the Loan is no longer required. The Intra-Group Loan Agreement contains certain customary affirmative and negative covenants and events of default.

The description above is only a summary of the material provisions of the Intra-Group Loan Agreement and does not purport to be complete and is qualified in its entirety by reference to the provisions in such Loan Agreement, a copy of which is attached hereto as Exhibit 10.1.

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

Off-Balance Sheet Arrangement of the Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.




Exhibit
  No.       Description

10.1          Intra-Group Loan Agreement, dated December 14, 2020, between
            Avangrid, Inc. and Iberdrola, S.A.

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




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