0001564590-17-021251 Sample Contracts

AMENDMENT TO NOTE PURCHASE AGREEMENT, DIRECTION AND WAIVER
Lease Agreement • November 2nd, 2017 • InfraREIT, Inc. • Real estate investment trusts • New York

Sharyland Distribution & Transmission Services, L.L.C., a Texas limited liability company (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the Purchasers as follows:

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FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT, DIRECTION AND WAIVER
Note Purchase Agreement • November 2nd, 2017 • 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”):

AMENDMENT TO CREDIT AGREEMENT, DIRECTION AND WAIVER
Collateral Agency Agreement • November 2nd, 2017 • InfraREIT, Inc. • Real estate investment trusts • New York

TERM LOAN CREDIT AGREEMENT (this “Agreement”), dated as of June 5, 2017, 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 CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as administrative agent (the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein and defined in ‎Section 10 are used herein as so defined.

FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT, DIRECTION AND WAIVER
Lease Agreement • November 2nd, 2017 • InfraREIT, Inc. • Real estate investment trusts • New York

This FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT, DIRECTION AND WAIVER, dated as of November 1, 2017 (this “Amendment”) amends that certain Amended and Restated Note Purchase Agreement, dated as of September 14, 2010 (as amended, restated, amended and restated or otherwise modified prior to the date hereof, the “Agreement”), by and among SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C. (the “Company”) and the holders of the notes issued thereunder (“Holders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as amended by this Amendment) and the rules of interpretation set forth therein shall apply to this Amendment.

SECOND AMENDMENT TO CREDIT AGREEMENT, DIRECTION AND WAIVER
Credit Agreement, Direction and Waiver • November 2nd, 2017 • 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.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DIRECTION AND WAIVER
Credit Agreement • November 2nd, 2017 • InfraREIT, Inc. • Real estate investment trusts • New York

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, DIRECTION AND WAIVER, dated as of November 1, 2017 (this “Amendment”) amends that certain Amended and Restated Credit Agreement, dated as of December 3, 2015 (as amended, restated, amended and restated or otherwise modified prior to the date hereof, the “Agreement”), by and among SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C. (the “Borrower”), as successor in interest to Sharyland Projects L.L.C., and the holders of the notes issued thereunder (“Holders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as amended by this Amendment) and the rules of interpretation set forth therein shall apply to this Amendment.

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