Item 1.01 Entry into a Material Definitive Agreement.
On March 11, 2022, Texas-New Mexico Power Company ("TNMP"), an indirect, wholly
owned subsidiary of PNM Resources, Inc., entered into a $75.0 million secured
fourth amended and restated credit agreement among TNMP, the lenders party
thereto, and KeyBank National Association ("KeyBank"), as administrative agent
(the "TNMP 2022 Revolving Credit Agreement"), which has a maturity date of
September 23, 2024 (unless extended as noted below) and is filed as Exhibit 10.1
to this Current Report. The TNMP 2022 Revolving Credit Agreement amends and
restates in its entirety the $75.0 million secured third amended and restated
credit agreement, dated as of September 25, 2017, among TNMP, the lenders party
thereto, and KeyBank, as administrative agent.
The TNMP 2022 Revolving Credit Agreement provides TNMP with a revolving credit
facility for up to $75.0 million, beginning on March 11, 2022. The TNMP 2022
Revolving Credit Agreement also contains an accordion feature which allows TNMP
to increase the size of the credit facility from $75.0 million to up to $100.0
million, subject to certain conditions including adding one or more existing or
new lenders to assume the additional amount and having additional first mortgage
bonds of TNMP issued to secure the full increased credit facility. As a part of
and not in addition to the maximum amount of the revolving credit facility, TNMP
may obtain letters of credit under a letter of credit facility up to $10.0
million. Borrowings must be repaid under the TNMP 2022 Revolving Credit
Agreement by September 23, 2024, unless the maturity date is extended at the
request of TNMP and with the agreement of the lenders party thereto, subject to
certain terms and conditions, but only two such extensions for one year each may
be requested.
The TNMP 2022 Revolving Credit Agreement includes customary covenants, including
a covenant that requires the maintenance of a debt-to-capital ratio of less than
or equal to 65%. The TNMP 2022 Revolving Credit Agreement also includes
customary events of default, and has a cross default provision and a change of
control provision. If an event of default occurs, the administrative agent may,
or upon the request and direction of lenders holding a specified percentage of
the commitments or loans shall, terminate the obligations of the lenders to make
loans under the TNMP 2022 Revolving Credit Agreement and/or declare the
obligations outstanding under the TNMP 2022 Revolving Credit Agreement to be due
and payable. Such termination and acceleration will occur automatically in the
event of an insolvency or bankruptcy default.
Borrowings under the TNMP 2022 Revolving Credit Agreement are secured by $75.0
million aggregate principal amount of a series of first mortgage bonds of TNMP
(the "Series 2009C Bonds") issued on April 30, 2009, pursuant to the First
Mortgage Indenture, dated as of March 23, 2009 (the "Original Indenture"),
between TNMP and U.S. Bank Trust Company, N.A. (as ultimate successor trustee to
The Bank of New York Mellon Trust Company, N.A.), as Trustee (the "Trustee"), as
supplemented by the Third Supplemental Indenture, dated as of April 30, 2009,
between TNMP and the Trustee (the "Third Supplemental Indenture"), as amended by
a First Amendment, dated as of December 16, 2010, between TNMP and the Trustee
(the "Amendment"). The Original Indenture was filed as Exhibit 4.1 to the Form
8-K filed on March 27, 2009, the Third Supplemental Indenture was filed as
Exhibit 4.1 to the Form 8-K filed on May 6, 2009, and the Amendment was filed as
Exhibit 4.1 to the Form 8-K filed on December 17, 2010.
The description of the TNMP 2022 Revolving Credit Agreement in this Current
Report is not complete and is qualified in its entirety by reference to the
entire TNMP 2022 Revolving Credit Agreement, a copy of which is attached hereto
as Exhibit 10.1 and is incorporated herein by reference.
KeyBank, which is the administrative agent and a lender under the TNMP 2022
Revolving Credit Agreement, performs normal banking and investment banking and
advisory services for TNMP and its affiliates from time to time for which it
receives customary fees and expenses.
The Series 2009C Bonds are not registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements and applicable state
laws. This Current Report shall not constitute an offer to sell or a
solicitation of an offer to purchase the Series 2009C Bonds or any other
securities, and shall not constitute an offer, solicitation or sale in any state
or jurisdiction in which such an offer, solicitation or sale would be unlawful.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
10.1 Fourth Amended and Restated Credit Agreement, dated as of March 11,
2022, among Texas-New Mexico Power Company, the lenders party thereto and
KeyBank National Association, as administrative agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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