CREDIT AGREEMENT Dated as of December 10, 2014 among INFRAREIT PARTNERS, LP as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole...Credit Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of December 10, 2014, among InfraREIT Partners, LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, and L/C Issuer.
SECOND AMENDMENT, dated as of October 15, 2013 (this “Second Amendment”) to the AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of July 13, 2010 (as heretofore amended, restated, supplemented and otherwise modified, the “Agreement”), between...Note Purchase Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • New York
Sharyland Distribution & Transmission Services, L.L.C., a Texas limited liability company (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”):
MANAGEMENT AGREEMENTManagement Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This MANAGEMENT AGREEMENT (this “Agreement”), is made and entered into effective as of the Effective Date (as hereinafter defined), by and between Hunt Utility Services, LLC, a Delaware limited liability company (the “Manager”), InfraREIT Partners, LP, a Delaware limited partnership (the “Operating Partnership”), and InfraREIT, Inc., a Maryland corporation and the general partner of the Operating Partnership (the “Company”). The Manager, the Operating Partnership and the Company are sometimes referred to in this Agreement individually as a “Party” or collectively as the “Parties.”
INFRAREIT, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT Dated as of , 2015Registration Rights and Lock-Up Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2015, among InfraREIT, Inc., a Maryland corporation (together with its successors and assigns, the “Company”), and each of the persons listed on the attached Schedule A who become signatories to this Agreement (each, an “Initial Holder” and collectively, the “Initial Holders”).
DEVELOPMENT AGREEMENTDevelopment Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into as of , 2015, by and between Hunt Transmission Services, L.L.C., a Delaware limited liability company (“Hunt”), Sharyland Utilities, L.P., a Texas limited partnership (“Sharyland”), InfraREIT Partners, LP, a Delaware limited partnership (the “Operating Partnership”), InfraREIT, Inc., the general partner of the Operating Partnership (the “REIT” and, together with the Operating Partnership and all direct and indirect subsidiaries of the REIT, “InfraREIT”). Hunt, Sharyland, the Operating Partnership and the REIT are sometimes referred to in this Agreement individually as a “Party” or collectively as the “Parties.” Capitalized terms used herein but not otherwise defined have the meaning set forth in Article I.
SECOND AMENDED AND RESTATED LEASE AGREEMENT (CREZ ASSETS) between SHARYLAND PROJECTS, L.L.C. and SHARYLAND UTILITIES, L.P. as of December 1, 2014Lease Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • Texas
This SECOND AMENDED AND RESTATED LEASE AGREEMENT (CREZ ASSETS) (this “Agreement”) is entered into on December 1, 2014 (the “Effective Date”), between Sharyland Projects, L.L.C. (together with its transferees, successors and assigns, “Lessor”), and Sharyland Utilities, L.P. (together with its transferees, successors and assigns, “Lessee”), and in connection herewith, Lessor and Lessee agree, covenant and contract as set forth in this Agreement. Lessor and Lessee are sometimes referred to in this Agreement as a “Party” or collectively as the “Parties”.
THIRD AMENDED AND RESTATED COMPANY AGREEMENT SHARYLAND DISTRIBUTION TRANSMISSION SERVICES, L.L.C.Company Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • Texas
THIS THIRD AMENDED AND RESTATED COMPANY AGREEMENT (herein called this “Agreement”) is made and entered into on , 2015 to be effective as of the Effective Date (as hereinafter defined), by and between Sharyland Utilities, L.P., a Texas limited partnership (“Sharyland Utilities” or the “Sharyland Member”), and Transmission and Distribution Company, L.L.C., a Texas limited liability company (formerly known as Texas T&D Company, L.L.C., the “TDC Member”).
DELEGATION AGREEMENT between SHARYLAND UTILITIES, L.P. and INFRAREIT, INC.Delegation Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • Texas
This DELEGATION AGREEMENT (this “Agreement”), entered into on , 2015 to be effective as of the Effective Date (as hereinafter defined), is by and between Sharyland Utilities, L.P., a Texas limited partnership (“Sharyland”), and InfraREIT, Inc., a Maryland corporation (“Delegatee”). Each of Sharyland and Delegatee may be referred to herein as a “Party” and together as the “Parties.”
LICENSE AGREEMENTLicense Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This LICENSE AGREEMENT (this “Agreement”), effective as of November 23, 2010 (the “Effective Date”), is by and between ENERGY INFRASTRUCTURE ALLIANCE OF AMERICA, L.L.C., a Delaware limited liability company (the “Manager”), ELECTRIC INFRASTRUCTURE ALLIANCE OF AMERICA, L.L.C., a Delaware limited liability company which intends to elect to be taxed as a REIT (as defined below) for U.S. federal income tax purposes (the “Company”), and ELECTRIC INFRASTRUCTURE ALLIANCE OF AMERICA, L.P., a Delaware limited partnership (the “Operating Partnership”; together with the Company, the “Licensees”).
AMENDMENT NO. 1 AND OMNIBUS AMENDMENTCredit Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • New York
AMENDMENT NO. 1 AND OMNIBUS AMENDMENT, dated as of October 11, 2011 (this “Amendment”), to (i) the Credit Agreement, dated as of June 20, 2011 (the “Existing Credit Agreement”), among SHARYLAND PROJECTS, L.L.C., a Texas limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties hereto (the “Lenders”), SOCIÉTÉ GÉNÉRALE, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent for the Financing Parties, THE ROYAL BANK OF SCOTLAND PLC, as Issuing Bank, ROYAL BANK OF CANADA AND THE ROYAL BANK OF SCOTLAND PLC, as Co-Syndication Agents, THE BANK OF NOVA SCOTIA, MIZUHO CORPORATE BANK LTD. and SUMITOMO MITSUI BANKING CORPORATION, as Co-Documentation Agents, the Fixed Rate Note Holders and PRUDENTIAL INVESTMENT MANAGEMENT, INC., as Structuring and Documentation Advisor and (ii) the other Financing Documents. Capitalized terms used but not otherwise defined in this Amendment shall have th
CREDIT AGREEMENT among SHARYLAND PROJECTS, L.L.C., as Borrower, The Several Lenders from Time to Time Parties Hereto, SOCIÉTÉ GÉNÉRALE, as Administrative Agent and Collateral Agent for the Financing Parties, THE ROYAL BANK OF SCOTLAND PLC, as Issuing...Credit Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of June 20, 2011, by and among SHARYLAND PROJECTS, L.L.C., a Texas limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as Lenders, SOCIÉTÉ GÉNÉRALE, as Administrative Agent and Collateral Agent, ROYAL BANK OF CANADA and THE ROYAL BANK OF SCOTLAND PLC, as co-syndication agents, (in such capacities, “Co-Syndication Agents”), THE ROYAL BANK OF SCOTLAND PLC, as Issuing Bank, THE BANK OF NOVA SCOTIA, MIZUHO CORPORATE BANK LTD. AND SUMITOMO MITSUI BANKING CORPORATION, as Co-Documentation Agents, the Fixed Rate Note Holders and PRUDENTIAL INVESTMENT MANAGEMENT, INC., as Structuring and Documentation Advisor.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • New York
Amendment No. 2 to CREDIT AGREEMENT, dated as of October 1st, 2013 (this “Amendment No. 2”) to the CREDIT AGREEMENT, dated as of June 20,2011 (as amended by the Amendment No. 1 and Omnibus Amendment, dated as of October 2011 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among SHARYLAND PROJECTS, L.L.C. (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), Société Générale, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent” or the “Collateral Agent”), the Fixed Rate Note Holders, Royal Bank of Scotland plc, as the issuing bank, and the other Persons from time to time parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the rules of interpretation set forth therein shall apply to this Amendmen
LEASE AGREEMENT (ERCOT TRANSMISSION ASSETS) between SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C. and SHARYLAND UTILITIES, L.P. as of December 1, 2014Lease Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • Texas
This LEASE AGREEMENT (ERCOT TRANSMISSION ASSETS) (this “Agreement”) is entered into on December 1, 2014 (the “Effective Date”), between Sharyland Distribution & Transmission Services, L.L.C. (together with its transferees, successors and assigns, “Lessor”), and Sharyland Utilities, L.P. (together with its transferees, successors and assigns, “Lessee”), and in connection herewith, Lessor and Lessee agree, covenant and contract as set forth in this Agreement. Lessor and Lessee are sometimes referred to in this Agreement as a “Party” or collectively as the “Parties”.
THIRD AMENDED AND RESTATED LEASE AGREEMENT (STANTON TRANSMISSION LOOP ASSETS) between SDTS FERC, L.L.C. and SU FERC, L.L.C. as of December 1, 2014Lease Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • Texas
This THIRD AMENDED AND RESTATED LEASE AGREEMENT (this “Agreement”) is entered into on December 1, 2014 (the “Effective Date”), between SDTS FERC, L.L.C. (together with its transferees, successors and assigns, “Lessor”), and SU FERC, L.L.C. (together with its transferees, successors and assigns, “Lessee”), and in connection herewith, Lessor and Lessee agree, covenant and contract as set forth in this Agreement. Lessor and Lessee are sometimes referred to in this Agreement as a “Party” or collectively as the “Parties.”
ContractNote Purchase Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT, dated as of June 9, 2011 (this “First Amendment”) to the AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of July 13, 2010 (the “Agreement”), between SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C. (the “Company”), a Texas limited liability company and a wholly-owned Subsidiary of Transmission and Distribution Company L.L.C. (“TDC”), and the holders of the notes party thereto (“Holders”). Capitalized terms used but not otherwise defined in this First Amendment shall have the meanings set forth in the Agreement and the rules of interpretation set forth therein shall apply to this First Amendment.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • New York
AMENDMENT NO. 3 to CREDIT AGREEMENT, dated as of May 29, 2014 (this “Amendment”), to the Credit Agreement, dated as of June 20, 2011 (as amended by the Amendment No. 1 and Omnibus Amendment, dated as of October 2011, as amended by the Amendment No. 2, dated as of October 1, 2013 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among SHARYLAND PROJECTS, L.L.C., a Texas limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), SOCIÉTÉ GÉNÉRALE, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent for the Financing Parties, THE ROYAL BANK OF SCOTLAND PLC, as Issuing Bank, the Fixed Rate Note Holders and the other Persons from time to time parties thereto. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Credit Agreement and the rules
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • Texas
WHEREAS, Hunt Utility Services, LLC (formerly known as InfraREIT Capital Partners, LLC), a Delaware limited liability company, having an address of 1807 Ross Avenue, 4th Floor, Dallas, Texas 75201 (hereafter “Assignor”), is the owner of all rights, title and interest in and to the “InfraREIT” name, the domain name “infrareitinc.com” and the domain names identified on Exhibit A hereto, together with the goodwill of the business symbolized thereby and associated therewith (hereinafter the “Intellectual Property”), and has not abandoned the Intellectual Property; and
THIRD AMENDED AND RESTATED MASTER SYSTEM LEASE AGREEMENT (MCALLEN SYSTEM) between SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C. and SHARYLAND UTILITIES, L.P. as of December 1, 2014System Lease Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • Texas
This THIRD AMENDED AND RESTATED MASTER SYSTEM LEASE AGREEMENT (this “Agreement”) is entered into on December 1, 2014 (the “Effective Date”), between Sharyland Distribution & Transmission Services, L.L.C. (together with its transferees, successors and assigns, “Lessor”), and Sharyland Utilities, L.P. (together with its transferees, successors and assigns, “Lessee”), and in connection herewith, Lessor and Lessee agree, covenant and contract as set forth in this Agreement. Lessor and Lessee are sometimes referred to in this Agreement as a “Party” or collectively as the “Parties”.
ContractFirst Amendment • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT, dated as of June 9, 2011 (this “First Amendment”) to the AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of September 14, 2010 (the “Agreement”), between SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C. (the “Company”), a Texas limited liability company and a wholly-owned Subsidiary of Transmission and Distribution Company L.L.C. (“TDC”), and the holders of the notes party thereto (“Holders”). Capitalized terms used but not otherwise defined in this First Amendment shall have the meanings set forth in the Agreement and the rules of interpretation set forth therein shall apply to this First Amendment.
SECOND AMENDED AND RESTATED LEASE AGREEMENT (STANTON/BRADY/CELESTE ASSETS) between SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C. and SHARYLAND UTILITIES, L.P. as of December 1, 2014Lease Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • Texas
This SECOND AMENDED AND RESTATED LEASE AGREEMENT (STANTON/BRADY/CELESTE ASSETS) (this “Agreement”) is entered into on December 1, 2014 (the “Effective Date”), between Sharyland Distribution & Transmission Services, L.L.C. (together with its transferees, successors and assigns, “Lessor”), and Sharyland Utilities, L.P. (together with its transferees, successors and assigns, “Lessee”), and in connection herewith, Lessor and Lessee agree, covenant and contract as set forth in this Agreement. Lessor and Lessee are sometimes referred to in this Agreement as a “Party” or collectively as the “Parties”.
TRANSMISSION AND DISTRIBUTION COMPANY, L.L.C. 8.5% Senior Notes due December 30, 2020 AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated July 13, 2010Transmission and Distribution • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • New York
WHEREAS, Hunt Transmission Services, L.L.C. (“Hunt”) entered into an Agreement and Plan of Merger, dated as of December 17, 2009 (the “Acquisition Agreement”), pursuant to which HTS Acquisition Sub., Inc, a Delaware corporation and a wholly owned indirect subsidiary of Hunt (“Merger Sub”) merged with and into Cap Rock Holding Corporation (“Holding”), a Delaware corporation, which owns directly or indirectly all of the capital stock of Cap Rock Intermediate, Inc., a Delaware corporation (the acquisition and the transactions related therein, the “Merger”);
THIRD AMENDED AND RESTATED CREDIT AGREEMENT among SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C., as Borrower, The Several Lenders from Time to Time Parties Hereto and ROYAL BANK OF CANADA, as Administrative Agent Dated as of December 10, 2014Lease Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 10, 2014, among SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C. (the “Borrower”), a Texas limited liability company and a Subsidiary of Transmission and Distribution Company L.L.C. (“Holdings”), the several lenders from time to time parties hereto (the “Lenders”), and ROYAL BANK OF CANADA (the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 10 are used herein as so defined.
AMENDMENT NO. 4 AND CONSENT TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENTCredit Agreement • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • New York
Amendment No. 4 and Consent to CREDIT AGREEMENT, dated as of December 11, 2014 (this “Amendment No. 4”) to the CREDIT AGREEMENT, dated as of June 20, 2011 (as amended by Amendment No. 1 and Omnibus Amendment, dated as of October 11 2011, Amendment No. 2, dated as of October 1, 2013, and Amendment No. 3, dated as of May 29, 2014, the “Credit Agreement”), by and among SHARYLAND PROJECTS, L.L.C. (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “‘Lenders”), Société Générale, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent” or the “Collateral Agent”), the Fixed Rate Note Holders, and the other Persons from time to time parties thereto, and Amendment No. 1 to SECURITY AGREEMENT, dated as of December 11, 2014 (this “Amendment No. 1” and together with Amendment No. 4, this “Amendment”) to the SECURITY AGREEMENT, dated as of June 20, 2011, by and among the Borrower, t
ContractFirst Amendment • December 31st, 2014 • InfraREIT, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT, dated as of June 9, 2011 (this “First Amendment”) to the AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of July 13, 2010 (the “Agreement”), between TRANSMISSION AND DISTRIBUTION COMPANY, L.L.C., a Texas limited liability company (the “Company”), and the holders of the notes party thereto (“Holders”). Capitalized terms used but not otherwise defined in this First Amendment shall have the meanings set forth in the Agreement and the rules of interpretation set forth therein shall apply to this First Amendment.
