UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the quarterly period ended September 30, 2015
or
*	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from ___________ to ___________
Commission file number: 001-36822
 
InfraREIT, Inc.
(Exact name of Registrant as specified in its charter)

Maryland	 	75-2952822	
(State or Other Jurisdiction of
Incorporation or Organization)	 	(I.R.S. Employer
Identification Number)	
 
1807 Ross Avenue, 4 th Floor,
Dallas, Texas	 	75201	
(Address of Principal Executive Offices)	 	(Zip Code)	
(214) 855-6700
(Registrant’s Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   *
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   *
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer	 	*	  	Accelerated filer	 	*	
Non-accelerated filer	 	x   (Do not check if a smaller reporting company)	  	Smaller reporting company	 	*	
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes   *     No   x
As of November 4, 2015, 43,565,495 shares of common stock were issued and outstanding.

 

 
InfraREIT, Inc.
INDEX
 
 	 	Page	
Glossary of Terms	3	
Forward-Looking Statements	4	
Explanatory Note	5	
 
PART I.	 
Financial Information	 
6	
Item 1.	Consolidated Financial Statements (Unaudited)	6	
 	Consolidated Balance Sheets	6	
 	Consolidated Statements of Operations	7	
 	Consolidated Statements of Comprehensive (Loss) Income	8	
 	Consolidated Statements of Stockholders’ Equity	9	
 	Consolidated Statements of Cash Flows	10	
 	Notes to Consolidated Financial Statements	11	
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24	
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33	
Item 4.	Controls and Procedures	33	
 
PART II.	 
Other Information	 
33	
Item 1.	Legal Proceedings	33	
Item 1A.	Risk Factors	33	
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34	
Item 3.	Defaults Upon Senior Securities	34	
Item 4.	Mine Safety Disclosures	34	
Item 5.	Other Information	34	
Item 6.	Exhibits	35	
Signatures	36	

 
2

 G LOSSARY OF TERMS
This glossary highlights some of the industry terms that we use in this Quarterly Report on Form 10-Q and is not a complete list of all of the defined terms used herein.
 
Abbreviation  	 	Term  	
AFUDC	 	allowance for funds used during construction	
 	 	 	
CREZ	 	competitive renewable energy zones, as defined by a 2005 Texas law establishing the Texas renewable energy program	
 	 	 	
CWIP	 	construction work in progress	
 	 	 	
DC Tie	 	high-voltage direct current interconnection necessary to provide for electricity flow between asynchronous electric grids in North America	
 	 	 	
distribution	 	that portion of a power delivery network consisting of an interconnected group of electric distribution lines, towers, poles, substations, transformers and associated assets over which electric power is distributed from points within the transmission network to end use consumers	
 	 	 	
Footprint Projects	 	transmission or distribution projects primarily situated within our distribution service territory, or that physically hang from our existing transmission assets, such as the addition of another circuit to our existing transmission lines, or that are physically located within one of our substations; Footprint Projects do not include the addition of a new substation on our existing transmission lines or generation interconnects to our existing transmission lines, unless the addition or interconnection occurred within our distribution service territory	
 	 	 	
PUCT	 	Public Utility Commission of Texas	
 	 	 	
rate base	 	calculated as our gross electric plant in service under generally accepted accounting principles, which is the aggregate amount of our total cash expenditures used to construct such assets plus AFUDC, less accumulated depreciation, and adjusted for accumulated deferred income taxes	
 	 	 	
ROFO Projects	 	identified projects that are being developed by Hunt Consolidated, Inc. and its affiliates with respect to which we have a right of first offer	
 	 	 	
service territory	 	a designated area in which a utility is required or has the right to supply electric service to ultimate customers under a regulated utility structure	
 	 	 	
T&D	 	electric transmission and distribution	
 	 	 	
T&D assets	 	rate-regulated electric transmission and distribution assets such as power lines, substations, transmission towers, distribution poles, transformers and related property and assets	
 	 	 	
transmission	 	that portion of a power delivery network consisting of an interconnected group of electric transmission lines, towers, poles, switchyards, substations, transformers and associated assets over which electric power is transmitted between points of supply or generation and distribution	

 
3

 F ORWARD-LOOKING STATEMENTS
Some of the information in this Quarterly Report on Form 10-Q may contain forward-looking statements. Forward-looking statements give InfraREIT, Inc.’s (“we” or “Company”) current expectations, contain projections of results of operations or financial condition or forecasts of future events. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential” or “continue” and similar expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this document include our expectations regarding our strategies, objectives, growth and anticipated financial and operational performance, including guidance regarding our capital expenditures and rate base, expected lease payments, infrastructure programs, estimated cash flow projections, estimated distributions to our stockholders and tax position. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed.
A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, when considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this document. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
 	·	risks that the capital expenditures we expect will not materialize for a variety of reasons, including as a result of lower oil and gas drilling and related midstream and service company activities in the Permian Basin relative to our current expectations;	
 	·	our ability to acquire ROFO Projects or other T&D assets from Hunt Consolidated, Inc. and its subsidiaries on terms that are accretive to our stockholders;	
 	·	our current reliance on our tenant for all of our revenues and, as a result, our dependency on our tenant’s solvency and financial and operating performance;	
 	·	defaults on or non-renewal or early termination of leases by our tenant;	
 	·	risks related to future lease negotiations;	
 	·	changes in the regulated rates the tenant of our assets may charge their customers;	
 	·	the completion of our capital expenditure projects on time and on budget;	
 	·	competitive conditions for the development and acquisition of T&D assets;	
 	·	insufficient cash available to meet distribution requirements;	
 	·	the price and availability of debt and equity financing;	
 	·	our level of indebtedness or debt service obligations;	
 	·	changes in governmental policies or regulations with respect to our permitted capital structure, acquisitions and dispositions of assets, recovery of investments and our authorized rate of return;	
 	·	weather conditions and other natural phenomena;	
 	·	the effects of existing and future tax and other laws and governmental regulations;	
 	·	our failure to qualify or maintain our status as a real estate investment trust (REIT);	
 	·	availability of qualified personnel;	
 	·	the termination of our management agreement or development agreement or the loss of the services of Hunt Utility Services, LLC or the loss of access to the development function of Hunt Transmission Services, L.L.C.;	
 	·	the effects of future litigation;	
 	·	changes in the tax laws applicable to REITs;	
 	·	adverse economic developments in the electric power industry;	
 	·	changes in general business and economic conditions, particularly in Texas; and	
4

 	·	certain factors discussed elsewhere in this Form 10-Q.  	
Forward-looking statements speak only as of the date on which they are made. While we may update these statements from time to time, we are not required to do so other than pursuant to applicable laws. For a further discussion of these and other factors that could impact our future results and performance, see Part I, Item 1A., Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (SEC) on March 18, 2015 and Part II, Item 1A., Risk Factors of this Quarterly Report on Form 10-Q.
 EXPLANATORY NOTE
The registrant is a Maryland corporation named InfraREIT, Inc. Before our initial public offering (IPO), which closed on February 4, 2015, substantially all of our business and assets were owned, directly or indirectly, by InfraREIT, L.L.C., a Delaware limited liability company. On February 4, 2015, immediately following the consummation of our IPO, InfraREIT, L.L.C. was merged with and into InfraREIT, Inc. (Merger), with InfraREIT, Inc. as the surviving company. InfraREIT, Inc.’s operating results before the Merger primarily reflected costs related to obtaining a private letter ruling from the Internal Revenue Service and accounting services. As a result, this Quarterly Report on Form 10-Q presents the operating results of InfraREIT, L.L.C. for the three and nine months ended September 30, 2014 and the InfraREIT, L.L.C. balance sheet as of December 31, 2014. Our operating results for the three and nine months ended September 30, 2015 reflect the operations of InfraREIT, L.L.C. prior to the effectiveness of the Merger, and the operations of InfraREIT, Inc. for the period from the Merger through September 30, 2015, and our balance sheet as of September 30, 2015 is the balance sheet of InfraREIT, Inc.
As used in this Quarterly Report on Form 10-Q, unless the context requires otherwise or except as otherwise noted, the words “Company,” “InfraREIT,” “we,” “our” and “us” refer to InfraREIT, L.L.C., before giving effect to the Merger, and InfraREIT, Inc., after giving effect to the Merger, as the context requires, and also refer to the registrant’s subsidiaries, including InfraREIT Partners, LP (Operating Partnership or InfraREIT LP), a Delaware limited partnership. Hunt Consolidated, Inc. (HCI) and its subsidiaries (collectively, Hunt) includes Hunt Utility Services, LLC (Hunt Manager), Hunt-InfraREIT, L.L.C. (Hunt-InfraREIT) and Hunt Transmission Services, L.L.C. References to the “InfraREIT, L.L.C. board of directors” refer to the board of directors of InfraREIT, L.L.C. prior to the Merger, which included five voting members appointed by Hunt and each of the founding investors (as defined below in Note 1, Description of Business and Presentation of Financial Statements in the Notes to the Unaudited Consolidated Financial Statements included as part of this Quarterly Report on Form 10-Q) and four non-voting members. References to our “board of directors,” our “board” or our “directors” refer to the current board of directors of InfraREIT, Inc. Our tenant is Sharyland Utilities, L.P. (Sharyland). Unless otherwise indicated or the context requires, all information in this Quarterly Report on Form 10-Q gives effect to a 1 for 0.938550 reverse split of the shares of InfraREIT, L.L.C. and a concurrent 1 for 0.938550 reverse split of the units representing limited partnership interests in our Operating Partnership, which we effected on January 29, 2015.

 
5

 P ART I.   FINANCIAL INFORMATION
 I tem 1.	 Consolidated  Financial Statements	
InfraREIT, Inc.
 CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

 	 	September 30,
2015	 	 	December 31,
2014	 	
 	 	(Unaudited)	 	 	 	 	 	
Assets	 	 	 	 	 	 	 	 	
Current Assets	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	29,725	 	 	$	15,612	 	
Restricted cash	 	 	1,682	 	 	 	1,682	 	
Due from affiliates	 	 	21,647	 	 	 	27,822	 	
Inventory	 	 	7,071	 	 	 	7,393	 	
Assets held for sale	 	 	—	 	 	 	41,211	 	
Prepaids and other current assets	 	 	857	 	 	 	4,897	 	
Total current assets	 	 	60,982	 	 	 	98,617	 	
Electric Plant, net	 	 	1,369,500	 	 	 	1,227,146	 	
Goodwill	 	 	138,384	 	 	 	138,384	 	
Deferred Assets and Other Regulatory Assets, net	 	 	35,993	 	 	 	37,948	 	
Investments	 	 	2,519	 	 	 	2,519	 	
Total Assets	 	$	1,607,378	 	 	$	1,504,614	 	
Liabilities and Equity	 	 	 	 	 	 	 	 	
Current Liabilities	 	 	 	 	 	 	 	 	
Accounts payable and accrued liabilities	 	$	26,780	 	 	$	25,295	 	
Short-term borrowings	 	 	20,000	 	 	 	219,000	 	
Current portion of long-term debt	 	 	19,531	 	 	 	19,234	 	
Dividends and distributions payable	 	 	13,634	 	 	 	14,130	 	
Contingent consideration	 	 	—	 	 	 	27,378	 	
Accrued taxes	 	 	2,934	 	 	 	2,359	 	
Total current liabilities	 	 	82,879	 	 	 	307,396	 	
Long-Term Debt	 	 	595,836	 	 	 	610,522	 	
Regulatory Liability	 	 	8,477	 	 	 	1,242	 	
Total liabilities	 	 	687,192	 	 	 	919,160	 	
Commitments and Contingencies	 	 	 	 	 	 	 	 	
Equity	 	 	 	 	 	 	 	 	
Members' capital - 35,053,186 shares issued and outstanding as of December 31, 2014	 	 	—	 	 	 	440,387	 	
Common stock, $0.01 par value; 450,000,000 shares authorized; 43,565,495
   issued and outstanding as of September 30, 2015	 	 	436	 	 	 	—	 	
Additional paid-in capital	 	 	702,213	 	 	 	—	 	
Accumulated deficit	 	 	(34,529	)	 	 	—	 	
Accumulated other comprehensive loss	 	 	—	 	 	 	—	 	
Total InfraREIT, Inc. equity	 	 	668,120	 	 	 	440,387	 	
Noncontrolling interest	 	 	252,066	 	 	 	145,067	 	
Total equity	 	 	920,186	 	 	 	585,454	 	
Total Liabilities and Equity	 	$	1,607,378	 	 	$	1,504,614	 	
See accompanying notes to the unaudited consolidated financial statements.

 
6

InfraREIT, Inc.
 CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

 	 	Three Months Ended September 30,	 	 	Nine Months Ended September 30,	 	
 	 	2015	 	 	2014	 	 	2015	 	 	2014	 	
Lease revenue	 	$	41,452	 	 	$	39,309	 	 	$	100,282	 	 	$	89,371	 	
Operating costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
General and administrative expense	 	 	5,504	 	 	 	6,143	 	 	 	58,965	 	 	 	12,839	 	
Depreciation	 	 	10,259	 	 	 	8,998	 	 	 	29,438	 	 	 	25,825	 	
Total operating costs and expenses	 	 	15,763	 	 	 	15,141	 	 	 	88,403	 	 	 	38,664	 	
Income from operations	 	 	25,689	 	 	 	24,168	 	 	 	11,879	 	 	 	50,707	 	
Other (expense) income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net	 	 	(6,723	)	 	 	(8,699	)	 	 	(21,084	)	 	 	(24,364	)	
Other income, net	 	 	707	 	 	 	294	 	 	 	2,180	 	 	 	333	 	
Total other expense	 	 	(6,016	)	 	 	(8,405	)	 	 	(18,904	)	 	 	(24,031	)	
Income (loss) before income taxes	 	 	19,673	 	 	 	15,763	 	 	 	(7,025	)	 	 	26,676	 	
Income tax expense	 	 	243	 	 	 	248	 	 	 	575	 	 	 	656	 	
Net income (loss)	 	 	19,430	 	 	 	15,515	 	 	 	(7,600	)	 	 	26,020	 	
Less: Net income (loss) attributable to noncontrolling interest	 	 	5,458	 	 	 	3,621	 	 	 	(1,061	)	 	 	6,046	 	
Net income (loss) attributable to InfraREIT, Inc.	 	$	13,972	 	 	$	11,894	 	 	$	(6,539	)	 	$	19,974	 	
Net income (loss) attributable to InfraREIT, Inc. common shareholders per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	0.32	 	 	$	0.34	 	 	$	(0.15	)	 	$	0.57	 	
Diluted	 	$	0.32	 	 	$	0.34	 	 	$	(0.15	)	 	$	0.57	 	
Cash dividends declared per common share	 	$	0.225	 	 	$	—	 	 	$	0.850	 	 	$	—	 	
See accompanying notes to the unaudited consolidated financial statements.

 
7

InfraREIT, Inc.
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In thousands)
(Unaudited)

 	 	Three Months Ended September 30,	 	 	Nine Months Ended September 30,	 	
 	 	2015	 	 	2014	 	 	2015	 	 	2014	 	
Net income (loss)	 	$	19,430	 	 	$	15,515	 	 	$	(7,600	)	 	$	26,020	 	
Change in fair value of cash flow hedging instrument	 	 	—	 	 	 	—	 	 	 	—	 	 	 	844	 	
Comprehensive income (loss)	 	 	19,430	 	 	 	15,515	 	 	 	(7,600	)	 	 	26,864	 	
Less: Comprehensive income (loss) attributable to noncontrolling interest	 	 	5,458	 	 	 	3,621	 	 	 	(1,061	)	 	 	6,280	 	
Comprehensive income (loss) attributable to InfraREIT, Inc.	 	$	13,972	 	 	$	11,894	 	 	$	(6,539	)	 	$	20,584	 	
See accompanying notes to the unaudited consolidated financial statements.

 
8

InfraREIT, Inc.
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015
(In thousands)
(Unaudited)

 	 	Members'
Capital	 	 	Common
Stock	 	 	Additional
Paid-In
Capital	 	 	Accumulated
Deficit	 	 	Accumulated
Other
Comprehensive
Loss	 	 	Total
InfraREIT,   Inc.
Equity	 	 	Noncontrolling
Interest	 	 	Total
Equity	 	
Balance at December 31, 2014	 	$	440,387	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	440,387	 	 	$	145,067	 	 	$	585,454	 	
Dividends and distributions	 	 	(8,964	)	 	 	—	 	 	 	—	 	 	 	(25,705	)	 	 	—	 	 	 	(34,669	)	 	 	(12,796	)	 	 	(47,465	)	
Repurchase of common shares	 	 	(66,517	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	(66,517	)	 	 	—	 	 	 	(66,517	)	
Initial public offering, net of
   offering costs	 	 	—	 	 	 	230	 	 	 	490,203	 	 	 	—	 	 	 	—	 	 	 	490,433	 	 	 	—	 	 	 	490,433	 	
Merger of InfraREIT, L.L.C. and
   InfraREIT, Inc. and related
   Reorganization transactions	 	 	(367,191	)	 	 	206	 	 	 	212,010	 	 	 	—	 	 	 	—	 	 	 	(154,975	)	 	 	53,090	 	 	 	(101,885	)	
Net income (loss)	 	 	2,285	 	 	 	—	 	 	 	—	 	 	 	(8,824	)	 	 	—	 	 	 	(6,539	)	 	 	(1,061	)	 	 	(7,600	)	
Equity based compensation	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	493	 	 	 	493	 	
Non-cash noncontrolling interest
   equity issuance	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	67,273	 	 	 	67,273	 	
Balance at September 30, 2015	 	$	—	 	 	$	436	 	 	$	702,213	 	 	$	(34,529	)	 	$	—	 	 	$	668,120	 	 	$	252,066	 	 	$	920,186	 	
See accompanying notes to the unaudited consolidated financial statements.

 
9

InfraREIT, Inc.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

 	 	Nine Months Ended September 30,	 	
 	 	2015	 	 	2014	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	
Net (loss) income	 	$	(7,600	)	 	$	26,020	 	
Adjustments to reconcile net (loss) income to net cash provided by operating activities:	 	 	 	 	 	 	 	 	
Depreciation	 	 	29,438	 	 	 	25,825	 	
Amortization of deferred financing costs	 	 	2,436	 	 	 	3,193	 	
Allowance for funds used during construction - equity	 	 	(2,180	)	 	 	(1,432	)	
Change in fair value of contingent consideration	 	 	—	 	 	 	1,110	 	
Reorganization structuring fee	 	 	44,897	 	 	 	—	 	
Realized gain on sale of marketable securities	 	 	(66	)	 	 	—	 	
Equity based compensation	 	 	493	 	 	 	120	 	
Changes in assets and liabilities:	 	 	 	 	 	 	 	 	
Due from affiliates	 	 	6,175	 	 	 	8,960	 	
Inventory	 	 	322	 	 	 	292	 	
Prepaids and other current assets	 	 	(303	)	 	 	(1,625	)	
Accounts payable and accrued liabilities	 	 	4,624	 	 	 	5,228	 	
Net cash provided by operating activities	 	 	78,236	 	 	 	67,691	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	
Additions to electric plant	 	 	(164,890	)	 	 	(170,200	)	
Proceeds from sale of assets	 	 	41,211	 	 	 	—	 	
Sale of marketable securities	 	 	1,065	 	 	 	—	 	
Cash paid to InfraREIT, L.L.C. investors in the merger, net of cash assumed	 	 	(172,400	)	 	 	—	 	
Net cash used in investing activities	 	 	(295,014	)	 	 	(170,200	)	
Cash flows from financing activities	 	 	 	 	 	 	 	 	
Net proceeds from issuance of common stock upon initial public offering	 	 	493,722	 	 	 	—	 	
Proceeds from short-term borrowings	 	 	53,000	 	 	 	123,500	 	
Repayments of short-term borrowings	 	 	(253,000	)	 	 	(5,000	)	
Proceeds from borrowings of long-term debt	 	 	—	 	 	 	11,000	 	
Repayments of long-term debt	 	 	(14,389	)	 	 	(9,184	)	
Net change in restricted cash	 	 	—	 	 	 	(1	)	
Deferred financing costs	 	 	(481	)	 	 	(897	)	
Dividends and distributions paid	 	 	(47,961	)	 	 	—	 	
Net cash provided by financing activities	 	 	230,891	 	 	 	119,418	 	
Net increase in cash and cash equivalents	 	 	14,113	 	 	 	16,909	 	
Cash and cash equivalents at beginning of period	 	 	15,612	 	 	 	7,746	 	
Cash and cash equivalents at end of period	 	$	29,725	 	 	$	24,655	 	
See accompanying notes to the unaudited consolidated financial statements.

 
10

InfraREIT, Inc.
 NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1.	Description of Business and Presentation of Financial Statements	
InfraREIT, Inc. is a Maryland corporation and the surviving corporation of a merger (Merger) with InfraREIT, L.L.C., a Delaware limited liability company, completed on February 4, 2015 in connection with the initial public offering (IPO) of InfraREIT, Inc. As used in this Quarterly Report on Form 10-Q, unless the context requires otherwise or except as otherwise noted, the words “Company,” “InfraREIT,” “we,” “our” and “us” refer to InfraREIT, L.L.C., before giving effect to the Merger, and InfraREIT, Inc., after giving effect to the Merger, as the context requires, and also refer to the registrant’s subsidiaries, including InfraREIT Partners, LP (Operating Partnership or InfraREIT LP), a Delaware limited partnership.
The Merger was accounted for as a reverse acquisition, which means for accounting purposes we treated the assets and liabilities of InfraREIT, Inc. as assumed and incorporated with the assets and liabilities of InfraREIT, L.L.C. The main assets and liabilities assumed were marketable securities of $1.1 million and a note payable of $1.0 million. The marketable securities were sold during February 2015 for $1.1 million resulting in a realized gain of $0.1 million which is recorded in other income (expense), net in the Consolidated Statements of Operations. Additionally, the note payable and associated interest were paid in full in February 2015.
We hold 71.9% of the outstanding partnership units (OP Units) in the Operating Partnership as of September 30, 2015 and are its general partner. We include the accounts of the Operating Partnership and its subsidiaries in our consolidated financial statements. MC Transmission Holdings, Inc. (MC Transmission), which is a subsidiary of Marubeni Corporation (Marubeni), seven members of our board of directors and affiliates of Hunt Consolidated, Inc. (HCI) hold the other 28.1% of the outstanding OP Units as of September 30, 2015.
Description of Business
We are the owners of electric transmission and distribution assets (T&D assets) located in the Texas Panhandle near Amarillo (Panhandle assets), the Permian Basin in and around Stanton, Central Texas around Brady, Northeast Texas in and around Celeste (S/B/C assets) and South Texas near McAllen (McAllen assets). InfraREIT, L.L.C. elected to be treated as a real estate investment trust (REIT) for U.S. federal income tax purposes commencing with the taxable year ended December 31, 2010, and InfraREIT, Inc. will elect to be taxed as a REIT commencing with the taxable year ending December 31, 2015. We are externally managed and advised by Hunt Utility Services, LLC (Hunt Manager), which is responsible for overseeing our day-to-day affairs, subject to the oversight of our board of directors.
Initial Public Offering and Reorganization
We completed our IPO on February 4, 2015, issuing 23,000,000 shares of common stock at a price of $23.00, resulting in gross proceeds of $529.0 million.
Immediately after the closing of our IPO, we completed the Merger, with InfraREIT, L.L.C. merging with and into InfraREIT, Inc., and InfraREIT, Inc. as the surviving entity and general partner of the Operating Partnership. InfraREIT, Inc. used $172.4 million of the net proceeds from the IPO to fund the cash portion of the consideration issued in the Merger, as described in greater detail below. We contributed the remaining $323.2 million to the Operating Partnership in exchange for common OP Units (Common OP Units).
The Operating Partnership used the net proceeds from the IPO that it received from InfraREIT, Inc.:
 	·	to repay an aggregate of $1.0 million of indebtedness to HCI;	
 	·	to repay an aggregate of $72.0 million of indebtedness outstanding under the Operating Partnership’s revolving credit facility and $150.0 million of indebtedness outstanding under Sharyland Distribution & Transmission Services, L.L.C.’s (SDTS) revolving credit facility;	
 	·	to pay offering expenses (other than the underwriting discounts and commissions and the underwriter structuring fee) of $6.3 million; and	
 	·	for general corporate purposes.	
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T he following bullets describe the Merger and related transactions we effected in the first quarter of 2015 (collectively, the Reorganization).
 	·	On January 29, 2015, the Operating Partnership effected a reverse unit split whereby each holder of OP Units received 0.938550 OP Units of the same class in exchange for each such unit it held immediately prior to such time, which is referred to as the unit split. Also, on January 29, 2015, InfraREIT, L.L.C. effected a reverse share split whereby each holder of shares received 0.938550 shares of the same class in exchange for each such share it held immediately prior to such time, which is referred to as the share split. All references to unit, share, per unit and per share amounts in these unaudited consolidated financial statements and related disclosures have been adjusted to reflect the reverse share split and reverse unit split for all periods presented.	
 	·	On January 29, 2015, InfraREIT, Inc. issued 1,700,000 shares of common stock to Hunt-InfraREIT, L.L.C. (Hunt-InfraREIT) as a non-cash reorganization advisory fee in accordance with the structuring fee agreement, resulting in our recognition of a $44.9 million non-cash expense in the first quarter of 2015.	
 	·	On February 4, 2015, the Operating Partnership issued 1,700,000 OP Units to InfraREIT, Inc. in respect of the structuring fee issuance of 1,700,000 shares of InfraREIT, Inc. common stock described immediately above.	
 	·	On February 4, 2015, the Operating Partnership issued an aggregate of 28,000 of its profit interest partnership units (LTIP Units) to seven of our directors.	
 	·	On February 4, 2015, the Operating Partnership issued 983,814 Common OP Units to Hunt-InfraREIT in settlement of the Operating Partnership’s obligation to issue OP Units to Hunt-InfraREIT related to the construction of transmission assets in the Texas Panhandle and Southern Plains (CREZ Project).	
 	·	On February 4, 2015, the Operating Partnership issued Hunt-InfraREIT 1,167,287 Common OP Units as an accelerated payment of a portion of the carried interest agreed to in 2010 in connection with the organization of InfraREIT, L.L.C. To effect the shift in ownership from the pre-IPO investors to Hunt-InfraREIT, an equal number of OP Units held by InfraREIT, L.L.C. in the Operating Partnership were canceled at the same time.	
 	·	On February 4, 2015, as a result of the Merger, (1) holders of 8,000,000 common shares of InfraREIT, L.L.C. received $21.551 per common share, which was equal to the IPO price less the underwriting discounts and commissions and an underwriting structure fee, (2) holders of the remaining 19,617,755 common shares of InfraREIT, L.L.C. received 19,617,755 shares of InfraREIT, Inc. Class A common stock and (3) holders of 25,145 Class C shares of InfraREIT, L.L.C. received 25,145 shares of InfraREIT, Inc. Class C common stock.	
 	·	Marubeni, John Hancock Life Insurance Company (U.S.A), Teachers Insurance and Annuity Association of America, OpTrust Infrastructure N.A. Inc. (OpTrust) (collectively, founding investors) each received both cash and stock consideration in the Merger, and all other pre-IPO investors received shares of InfraREIT, Inc. Class A common stock or Class C common stock in the Merger. InfraREIT, L.L.C. gave each other holder of its common shares the opportunity to receive cash consideration in the Merger, and each such holder elected (or was deemed to have elected) to receive shares of Class A common stock under the merger agreement. All holders of InfraREIT, L.L.C.’s Class C common shares, as a separate class, received shares of Class C common stock pursuant to the merger agreement.	
 	·	On February 4, 2015, InfraREIT, Inc. contributed $323.2 million to the Operating Partnership in exchange for 15,000,000 Common OP Units.	
 	·	On February 4, 2015, InfraREIT, Inc. issued 1,551,878 shares of common stock to Hunt-InfraREIT in exchange for 1,551,878 OP Units tendered for redemption by Hunt-InfraREIT in accordance with a redemption agreement.	
 	·	On February 4, 2015, InfraREIT, Inc. purchased 6,242,999 common shares in consideration for the issuance of a promissory note to Westwood Trust in the principal amount of $66.5 million.	
 	·	Westwood Trust immediately transferred the promissory note to MC Transmission, and, immediately following receipt of the promissory note, MC Transmission purchased 3,325,874 Common OP Units from the Operating Partnership in consideration for the assignment of the promissory note. The promissory note was then transferred to InfraREIT, Inc. in exchange for the redemption of 6,242,999 OP Units held by InfraREIT, Inc. and the subsequent cancellation of such promissory note, resulting in no cash consideration being paid or received pursuant to the purchase from Westwood Trust or the sale of Common OP Units to MC Transmission.	
 	·	On March 9, 2015, the Operating Partnership issued 2,329,283 Common OP Units to Hunt-InfraREIT, and InfraREIT, Inc. canceled an equal number of shares of Class A common stock and Class C common stock. Each remaining share of Class A common stock and Class C common stock then converted to common stock on a one-for-one basis. This issuance	
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 		settled InfraREIT, L.L.C.’s pre-IPO i nvestors carried interest obligation agreed to by Hunt -InfraREIT under the investment documents entered into by the parties in 2010.  	
 	·	On March 9, 2015, the 11,264 long-term incentive plan units issued to two of InfraREIT, L.L.C.’s non-voting directors in May 2014 converted on a one-to-one basis to Common OP Units.	
Limited Partnership Agreement
In connection with the Reorganization, we adopted a Second Amended and Restated Limited Partnership Agreement which became effective with the closing of our IPO. Upon completion of the IPO, the Operating Partnership had five types of OP Units outstanding: Common OP Units, Class A OP Units, Class B OP Units, Class C OP Units and LTIP Units.
On March 9, 2015, the Operating Partnership issued Common OP Units in exchange for outstanding Class A OP Units and Class C OP Units. Such Common OP Units were allocated among the holders of Class A OP Units and Class C OP Units, and the Class A OP Units, Class B OP Units and Class C OP Units were canceled. Following such allocation, we adopted a Third Amended and Restated Limited Partnership Agreement that eliminated the provisions related to the Reorganization and the description of the Class A OP Units, Class B OP Units and Class C OP Units; however, it continues to allow amendments to authorize and issue additional classes of OP Units in the future.
Basis of Presentation
The accompanying unaudited interim consolidated financial statements of InfraREIT, Inc. include our accounts and the accounts of all other entities in which we have a controlling financial interest with noncontrolling interest of consolidated subsidiaries reported separately. This Quarterly Report on Form 10-Q presents the operating results of InfraREIT, L.L.C. for the three and nine months ended September 30, 2014 and the InfraREIT, L.L.C. balance sheet as of December 31, 2014. Our operating results for the three and nine months ended September 30, 2015 reflect the operations of InfraREIT, L.L.C. prior to the effectiveness of the Merger, and the operations of InfraREIT, Inc. for the period from the Merger through September 30, 2015, and our balance sheet as of September 30, 2015 is the balance sheet of InfraREIT, Inc.
These unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.
The Consolidated Balance Sheet at December 31, 2014 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 18, 2015.
Recently Issued Accounting Pronouncements
In February 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis . This amendment affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. ASU 2015-02 is effective for periods beginning after December 15, 2015 with early adoption permitted. The adoption of the new guidance is not expected to have a material impact on our financial position, results of operations or cash flows.
In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs . ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. This ASU is effective for periods beginning after December 15, 2015 with early adoption permitted. When adopted, the new guidance will be applied on a retrospective basis with each balance sheet presented reflecting the new guidance along with transitional disclosures. The adoption is not expected to have a material impact on our financial position, results of operations or cash flows.
 In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments . ASU 2015-16 requires an acquirer to recognize adjustments to provisional amounts that are
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identified during the measurement period in the reporting period in which the adjustment amounts are determined instead of retrospectively applying the adjustments. The change in provisional amounts will be recorded in the income statement for any effect on earnings for changes in depreciation, amortization or other income effect calculated as if the accounting had been completed at the acquisition date. This ASU is effec tive for periods beginning after December 15, 2015 with early adoption permitted. When adopted, the new guidance will be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU. The adoption is not expect ed to have a material impact on our financial position, results of operations or cash flows.

2 .	Related Party Transactions	
Our subsidiaries are parties to several lease agreements with Sharyland Utilities, L.P. (Sharyland or tenant), through which we lease our T&D assets to Sharyland. Under the leases we have agreed to fund capital expenditures for footprint projects. Our leases define “footprint projects” to be transmission or distribution projects primarily situated within our distribution service territory, or that physically hang from our existing transmission assets.
We earned lease revenues under these agreements of $41.5 million and $39.3 million from Sharyland during the three months ended September 30, 2015 and 2014, respectively. We earned $100.3 million and $89.4 million from Sharyland during the nine months ended September 30, 2015 and 2014, respectively. In connection with our leases with Sharyland, we recorded a deferred rent liability of $13.5 million and $5.0 million as of September 30, 2015 and December 31, 2014, respectively, which is included in accounts payable and accrued liabilities on the Consolidated Balance Sheets.
We and Sharyland also make payments to each other under the leases that primarily consist of payments to reimburse Sharyland for the costs of gross plant and equipment added to our T&D assets. For the nine months ended September 30, 2015 and 2014, the net amount of the payments we made to Sharyland was $170.8 million and $148.4 million, respectively.
As of September 30, 2015 and December 31, 2014, accounts payable and accrued liabilities on the Consolidated Balance Sheets included $11.9 million and $16.1 million, respectively, related to amounts owed to Sharyland. As of September 30, 2015 and December 31, 2014, amounts due from affiliates on the Consolidated Balance Sheets included $21.6 million and $27.8 million, respectively, related to amounts owed by Sharyland associated with our leases.
Our management fee paid to Hunt Manager for the nine months ended September 30, 2015 and 2014 was $9.1 million and $7.5 million, respectively. As of September 30, 2015 and December 31, 2014, there were no prepaid or accrued amounts associated with management fees on the Consolidated Balance Sheets. Additionally, during the nine months ended September 30, 2015 and 2014, we paid Hunt Manager $0.3 million and $0.2 million, respectively, for reimbursement of annual software license and maintenance fees and other expenses in accordance with our management agreement.
Our current management agreement with Hunt Manager, which was effective February 4, 2015, provided for an annual base fee, or management fee, of $10.0 million through April 1, 2015. Effective as of April 1, 2015, the annual base fee was adjusted to $13.1 million annually through March 31, 2016. The base fee for each twelve month period beginning April 1 thereafter will equal 1.50% of our total equity as of December 31 of the immediately preceding year, subject to a $30.0 million cap. The term of the management agreement expires December 31, 2019, and will automatically renew for successive five-year terms unless a majority of our independent directors decides to terminate the agreement.
In connection with the organization of InfraREIT, L.L.C. in November 2010, the Operating Partnership agreed to issue deemed capital credits and Class A OP Units to Hunt-InfraREIT with respect to certain development projects. The amount of the capital account credits the Operating Partnership was required to issue equaled 5% of our capital expenditures on these projects, including allowance for funds used during construction (AFUDC). The number of Class A OP Units the Operating Partnership was required to issue equaled the amount of the capital account credit divided by $10.65. During the nine months ended September 30, 2014, the Operating Partnership issued approximately 102,927 Class A OP Units, and on January 1, 2015, the Operating Partnership issued an additional 17,600 Class A OP Units to Hunt-InfraREIT. Following the consummation of our IPO, the Operating Partnership no longer has the obligation to issue deemed capital credits and related equity to Hunt-InfraREIT. We recorded these capital account credits as asset acquisition costs included as part of the capital project in our construction work in progress (CWIP) balance.
InfraREIT LP also issued deemed capital and equity in connection with its CREZ Project. For further information, see Note 11, Contingent Consideration .
 Prior to our IPO, we and one of our stockholders were parties to a secondee agreement under which employees of the stockholder provided services to us for a secondment fee. We incurred costs associated with secondment fees of less than $0.1 million during the nine months ended September 30, 2014. We have not and will not incur any fees associated with this agreement in 2015.
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These fees are included in general and administrative expense in the Consolidated Statements of Operations. As of September 3 0 , 2015 and December 31, 2014, there were n o amounts owed to the member included in accounts payable and accrued liabilities on the Consolidated Balance Sheets related to the secondee agreement. As a result of our IPO, the secondee agreement terminated.
In connection with the IPO, Reorganization and related transactions, we incurred an aggregate of $5.0 million of legal fees, a portion of which was paid to reimburse Hunt Consolidated, Inc. and its subsidiaries (collectively, Hunt), the founding investors and independent directors for legal expenses they incurred in connection with such transactions. This legal expense reimbursement relates to the fees and expenses of outside counsel incurred by those parties and was negotiated separately from the reorganization advisory fee that we paid to Hunt-InfraREIT in connection with the reorganization advisory services provided in connection with the IPO. For further information on additional related party transactions we entered into as a result of the Reorganization, see the caption Initial Public Offering and Reorganization included in Note 1, Description of Business and Presentation of Financial Statements .
On November 20, 2014, InfraREIT, Inc. borrowed $1.0 million from HCI pursuant to a promissory note. The note accrued interest at 2.5% per year and was due on November 1, 2015. This note and accrued interest were repaid in February 2015 with proceeds from our IPO for a total of $1.0 million.
On January 15, 2015, we sold assets related to the Cross Valley transmission line (Cross Valley) and the Golden Spread Electric Coop (GSEC) interconnection projects to Hunt for a total purchase price of $41.2 million. For further information, see Note 3, Assets Held for Sale .

3 .	Assets Held for Sale	
In October 2014, InfraREIT, L.L.C.’s board of directors approved a plan to sell the assets related to the Cross Valley and GSEC interconnection projects. As of December 31, 2014, these assets were classified as assets held for sale at the lower of historical carrying amount or fair value on the Consolidated Balance Sheets as they met the criteria for “held for sale” accounting as of December 31, 2014. These assets represent labor, materials, AFUDC and various other costs associated with the construction of the Cross Valley and GSEC interconnections projects.
The assets of the Cross Valley and GSEC interconnection projects classified as assets held for sale on the Consolidated Balance Sheets were $41.2 million as of December 31, 2014. Since these assets were not placed in service as of December 31, 2014, no depreciation was taken.
Effective January 15, 2015, we sold all the assets related to Cross Valley to a newly formed development company owned by Hunt and certain of our founding investors for cash of $34.2 million, which equaled the CWIP of the project on the date of the sale, plus reimbursement of out of pocket expenses associated with the project financing.
Also effective January 15, 2015, we sold all the assets related to the GSEC interconnection project to Hunt for cash of $7.0 million, which equaled the CWIP of the project on the date of the sale.
In accordance with our development agreement, Hunt will continue to fund the construction of these identified projects and is required to offer them to us at least 90 days before each project is placed in service.

4 .	Prepaids and Other Current Assets	
Prepaids and other current assets are as follows:

(In thousands)	 	September 30, 2015	 	 	December 31,
2014	 	
Offering costs	 	$	—	 	 	$	4,397	 	
Prepaid insurance	 	 	469	 	 	 	249	 	
Other	 	 	388	 	 	 	251	 	
Total prepaids and other current assets	 	$	857	 	 	$	4,897	 	
Offering costs consisted of costs directly attributable to the registration of our common stock in connection with our IPO. These offering costs, which were netted against our IPO proceeds, equaled $6.3 million in the aggregate, of which $4.4 million were on the Consolidated Balance Sheet at December 31, 2014.

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5 .	Electric Plant and Depreciation  	
The major classes of electric plant are as follows:

(In thousands)	 	September 30, 2015	 	 	December 31, 2014	 	
Electric plant:	 	 	 	 	 	 	 	 	
Transmission plant	 	$	1,073,862	 	 	$	966,560	 	
Distribution plant	 	 	439,098	 	 	 	387,329	 	
General plant	 	 	15,617	 	 	 	15,018	 	
Total plant in service	 	 	1,528,577	 	 	 	1,368,907	 	
CWIP	 	 	85,649	 	 	 	41,222	 	
Total electric plant	 	 	1,614,226	 	 	 	1,410,129	 	
Accumulated depreciation	 	 	(244,726	)	 	 	(220,101	)	
Electric plant held for future use	 	 	—	 	 	 	37,118	 	
Electric plant, net	 	$	1,369,500	 	 	$	1,227,146	 	
General plant consists primarily of a warehouse, buildings and associated assets. CWIP relates to various transmission and distribution projects underway. The capitalized amounts of CWIP consist primarily of route development expenditures, labor and materials expenditures, right of way acquisitions, engineering services and legal fees. Electric plant, net includes plant acquisition adjustments of $28.8 million and $28.7 million at September 30, 2015 and December 31, 2014, respectively.
Electric plant held for future use included approximately 66 miles of existing transmission lines and two substations located near Stanton, Texas purchased on December 30, 2013 from Southwestern Public Service Company. SDTS holds legal title to the assets and they are subject to a lease with Sharyland. Sharyland will have the responsibility for operating these T&D assets and complying with all applicable regulatory requirements. During August 2015, electric plant held for future use was placed in service and reclassified to transmission plant and began depreciating.

6 .	Goodwill	
Goodwill represents the excess of costs of an acquired business over the fair value of the assets acquired, less liabilities assumed. We conduct an impairment test of goodwill at least annually. As of September 30, 2015 and December 31, 2014, $138.4 million was recorded as goodwill in the Consolidated Balance Sheets.

7 .	Deferred Assets and Other Regulatory Assets, net	
Deferred financing costs primarily consist of costs incurred in connection with the establishment of the InfraREIT LP revolving credit facility and issuance of $25.0 million aggregate principal amount of 8.50% per annum senior notes, see Note 8, Borrowings Under Credit Facilities and Note 9, Long-Term Debt .
Other regulatory assets consist of deferred financing costs within our regulated entities. These assets are classified as regulatory assets and amortized over the length of the related loan. These costs will be included in the costs to be recovered in connection with a future rate case. Deferred financing costs included in other regulatory assets primarily consist of debt issuance costs incurred in connection with the construction credit agreement entered into by Sharyland Projects, LLC (SPLLC) on June 20, 2011 and refinancing costs incurred in connection with the amended and restated revolving credit facility entered into by SDTS on June 28, 2013. On December 10, 2014, the SDTS credit facility was amended and restated in order to increase the revolving credit facility to a total of $250.0 million revolving credit facility with additional financing costs incurred, see Note 8, Borrowings Under Credit Facilities and Note 9, Long-Term Debt .
Deferred costs recoverable in future years of $23.8 million at September 30, 2015 and December 31, 2014 represent operating costs incurred from inception of Sharyland through December 31, 2007. We have determined that these costs are probable of recovery through future rates based on orders of the Public Utility Commission of Texas (PUCT) in Sharyland’s prior rate cases and regulatory precedent.
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Deferred assets and other regulatory assets, net are as follows:

 	 	September 30, 2015	 	 	December 31, 2014	 	
(In thousands)	 	Gross
Carrying
Amount	 	 	Accumulated
Amortization	 	 	Net
Carrying
Amount	 	 	Gross
Carrying
Amount	 	 	Accumulated
Amortization	 	 	Net
Carrying
Amount	 	
Deferred financing costs	 	$	1,292	 	 	$	(312	)	 	$	980	 	 	$	1,290	 	 	$	(143	)	 	$	1,147	 	
Other regulatory assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred financing costs	 	 	26,180	 	 	 	(14,960	)	 	 	11,220	 	 	 	25,701	 	 	 	(12,693	)	 	 	13,008	 	
Deferred costs recoverable in future years	 	 	23,793	 	 	 	—	 	 	 	23,793	 	 	 	23,793	 	 	 	—	 	 	 	23,793	 	
Deferred financing costs and other regulatory
   assets, net	 	$	51,265	 	 	$	(15,272	)	 	$	35,993	 	 	$	50,784	 	 	$	(12,836	)	 	$	37,948	 	

8 .	Borrowings Under Credit Facilities	
InfraREIT LP Revolving Credit Facilities
On January 3, 2014, InfraREIT LP entered into a credit agreement, as amended, led by Bank of America, N.A., as administrative agent, which established a revolving credit facility of $130.0 million that included a letter of credit facility. On November 13, 2014, the credit facility was amended to extend the maturity date to March 31, 2015. On December 10, 2014, the credit facility was repaid and terminated using proceeds from InfraREIT LP’s new $75.0 million credit facility and SDTS’s amended credit agreement entered into on December 10, 2014, as discussed below.
On December 10, 2014, InfraREIT LP entered into a new $75.0 million revolving credit facility, led by Bank of America, N.A., as administrative agent, with up to $15.0 million available for issuance of letters of credit and a maturity date of December 10, 2019. The revolving credit facility is secured by substantially all of the assets of InfraREIT LP. In addition, Transmission and Distribution Company, LLC (TDC) guarantees the revolving credit facility and this guarantee is secured by the assets of, and InfraREIT LP’s equity interests in, TDC on the same basis as with TDC’s senior notes described below. Upon consummation of the IPO and Merger, InfraREIT, Inc. became a guarantor under this revolving credit facility.
The credit agreement requires InfraREIT LP to comply with coverage ratios on a consolidated basis and contains affirmative and negative covenants, including, but not limited to, limitations on additional debt, liens, investments, mergers, acquisitions, dispositions or entry into any line of business other than the business of the transmission and distribution of electric power and the provision of ancillary services and certain restrictions on the payment of dividends. The credit agreement also contains restrictions on the amount of Sharyland’s indebtedness and other restrictions on, and covenants applicable to, Sharyland.
Borrowings and other extensions of credit under the revolving credit facility bear interest, at InfraREIT LP’s election, at a rate equal to (i) the one, two, three or six month London Interbank Offered Rate (LIBOR) plus 2.5%, or (ii) a base rate (equal to the highest of (A) the Federal Funds Rate plus ½ of 1%, (B) the Bank of America prime rate and (C) LIBOR plus 1%) plus 1.5%. Letters of credit are subject to a letter of credit fee equal to the daily amount available to be drawn times 2.5%. InfraREIT LP is also required to pay a commitment fee and other customary fees under the new revolving credit facility. InfraREIT LP may prepay amounts outstanding under the revolving credit facility in whole or in part without premium or penalty.
There were no outstanding borrowings or letters of credit under the revolving credit facility at September 30, 2015 and there was $75.0 million borrowing capacity available. At December 31, 2014, $57.0 million of borrowings were outstanding at a 2.66% interest rate and no letters of credit outstanding with $18.0 million of remaining capacity under this revolving credit facility. As of September 30, 2015 and December 31, 2014, InfraREIT LP was in compliance with all debt covenants under this agreement.
SDTS Credit Agreements
On June 28, 2013, SDTS entered into a second amended and restated credit agreement led by Royal Bank of Canada, as administrative agent, which established a revolving credit facility of $75.0 million that originally matured on June 28, 2018 and included a letter of credit facility.
On December 10, 2014, SDTS’s second amended and restated credit agreement was amended and restated in order to, among other things, increase the amount of the revolving credit facility to a total of $250.0 million and extend the maturity date to December 10, 2019. Up to $25.0 million of the revolving credit facility is available for issuance of letters of credit, and up to $5.0 million of the revolving facility is available for swingline loans.
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On September 28 , 201 5 , SDTS amended its credit agreement and related collateral agreement s in order to, among other things, modify the collateral requirements. The credit agreement was previously secured by substantially all of the assets of, and TDC’s equity interests in, SDTS . After the am endment, the revolving credit facility is secured by SDTS’s T&D assets, our leases, certain accounts and TDC’s equity interests in SDTS on the same basis as the senior secured notes described below in Note 9, Long-Term Debt .
The interest rate for the revolving credit facility is based, at SDTS’s option, at a rate equal to either (1) a base rate, determined as the greatest of (A) the administrative agent’s prime rate, (B) the federal funds effective rate plus ½ of 1% and (C) LIBOR plus 1.00% per annum, plus a margin of either 0.75% or 1.00% per annum, depending on the total debt to capitalization ratio of SDTS on a consolidated basis or (2) LIBOR plus a margin of either 1.75% or 2.00% per annum, depending on the total debt to capitalization ratio of SDTS on a consolidated basis. SDTS is also required to pay a commitment fee and other customary fees under its revolving credit facility. SDTS is entitled to prepay amounts outstanding under the revolving credit facility with no prepayment penalty.
There were $20.0 million of borrowings outstanding at a 4.00% interest rate with no letters of credit outstanding under the credit agreement at September 30, 2015 and there was $230.0 million of borrowing capacity available. At December 31, 2014, $162.0 million of borrowings were outstanding at a 1.91% interest rate with no letters of credit outstanding and $88.0 million of capacity under this revolving credit facility. As of September 30, 2015 and December 31, 2014, SDTS was in compliance with all debt covenants under this agreement.
The revolving credit facilities of InfraREIT LP and SDTS are subject to customary events of default. If an event of default occurs and is continuing, the required lenders may accelerate amounts due under each revolving credit facility (except in the case of a bankruptcy event of default, in which case such amounts will automatically become due and payable).

9 .	Long-Term Debt	
Long-term debt consisted of the following:
 	 	 	 	September 30, 2015	 	 	December 31, 2014	 	
(In thousands)	 	Current
Maturity Date	 	Amount
Outstanding	 	 	Interest
Rate	 	 	Amount
Outstanding	 	 	Interest
Rate	 	
Senior secured notes - $53.5 million	 	December 30, 2029	 	$	44,969	 	 	 	7.25%	 	 	$	46,291	 	 	 	7.25%	 	
Senior secured notes - $110.0 million	 	September 30, 2030	 	 	102,650	 	 	 	6.47%	 	 	 	105,622	 	 	 	6.47%	 	
Senior secured notes - $25.0 million	 	December 30, 2020	 	 	19,063	 	 	 	8.50%	 	 	 	20,000	 	 	 	8.50%	 	
Senior secured notes - $60.0 million	 	June 20, 2018	 	 	60,000	 	 	 	5.04%	 	 	 	60,000	 	 	 	5.04%	 	
Senior secured credit facilities - $407.0 million	 	June 20, 2018	 	 	388,685	 	 	    2.45%*	 	 	 	397,843	 	 	    2.42%*	 	
Total long-term debt	 	 	 	 	615,367	 	 	 	 	 	 	 	629,756	 	 	 	 	 	
Less current portion of long-term debt	 	 	 	 	(19,531	)	 	 	 	 	 	 	(19,234	)	 	 	 	 	
Debt classified as long-term debt	 	 	 	$	595,836	 	 	 	 	 	 	$	610,522	 	 	 	 	 	
 
 	*	Interest based on LIBOR at September 30, 2015 and December 31, 2014, respectively, plus an applicable margin.	
Senior Secured Notes – On December 31, 2009, SDTS issued $53.5 million aggregate principal amount of 7.25% per annum senior secured notes to The Prudential Insurance Company of America and affiliates. Principal and interest on the senior secured notes are payable quarterly.
On July 13, 2010, in connection with the acquisition of Cap Rock Holding Corporation (Cap Rock), SDTS issued $110.0 million aggregate principal amount of 6.47% per annum senior secured notes to The Prudential Insurance Company of America. Principal and interest on the senior secured notes is payable quarterly.
On September 28, 2015, SDTS amended its note purchase agreements and related collateral agreements related to its senior secured notes in order to, among other things, modify the collateral requirements. The senior secured notes were previously collateralized by substantially all of the assets of, and TDC’s equity interests in, SDTS. After the amendment, the senior secured notes are secured by SDTS’s T&D assets, our leases, certain accounts and TDC’s equity interests in SDTS.
On July 13, 2010, in connection with the acquisition of Cap Rock, TDC issued $25.0 million aggregate principal amount of 8.50% per annum senior secured notes to The Prudential Insurance Company of America and affiliates. Principal and interest on the senior secured notes are payable quarterly and the senior secured notes are collateralized by the equity interest of TDC and certain accounts of TDC on the same basis as with lenders under InfraREIT LP’s credit facility.
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SDTS and TDC are entitled to prepay amounts outstanding unde r the notes, subject to a prepayment penalty equal to the excess of the discounted value of the remaining scheduled payments with respect to such notes over the amount of the prepaid notes.
The senior secured notes contain certain default triggers, including without limitation: failure to maintain compliance with financial and other covenants contained in the agreements, limitation on liens, investments and the incurrence of additional indebtedness. As of September 30, 2015 and December 31, 2014, SDTS and TDC were in compliance with all debt covenants under these agreements.
Senior Secured Credit Facilities - On June 20, 2011, SPLLC entered into a construction term loan agreement consisting of a $667.0 million construction term loan, reduced to $447.0 million on March 8, 2013, syndicated broadly to a group of 14 international banks, and $60.0 million in fixed rate notes issued to The Prudential Insurance Company of America and affiliates. The senior secured credit facility is collateralized by SPLLC’s assets and SDTS’s equity interest in SPLLC.
The $447.0 million construction term loan accrued interest at LIBOR plus 2.00%. LIBOR reset at each selected interest period (one, two, three or six months), at SPLLC’s discretion, at the current market rate. The outstanding borrowings under the construction term loan at December 31, 2013 was $396.0 million. On May 16, 2014, the construction term loan outstanding was converted into a term loan with a balance of $407.0 million. After this conversion, interest accrues at LIBOR plus 2.25% for a period of three years, at which point the interest rate will increase to LIBOR plus 2.50%. Interest under the term loan is payable the last day of the selected interest period for interest periods of three months or less, and every three months for interest periods greater than three months. Amortized principal amounts of the term loan are payable quarterly after the conversion.
Interest is payable quarterly on the $60.0 million fixed rate notes with the full principal balance due at maturity.
The term loan agreement and fixed rate notes contain certain default triggers, including without limitation: failure to maintain compliance with financial and other covenants contained in the agreements, limitation on liens, investments and the incurrence of additional indebtedness. SPLLC was in compliance with all debt covenants for the term loan and fixed rate notes as of September 30, 2015 and December 31, 2014.

10 .	Derivative Instruments	
Interest – During 2011, SPLLC entered into an interest rate swap agreement designated as a cash flow hedge against variable interest rate exposure on a portion of the construction term loan which established a fixed rate on the LIBOR interest rates specified in the SPLLC construction term loan at 0.832% per annum until June 30, 2014. Notional amounts reset on a monthly basis and did not exceed $261.0 million at any given time. There were no notional amounts as of September 30, 2014 as this swap agreement terminated on June 30, 2014. We have not entered into any new derivative instruments since the termination of this swap agreement.
This cash flow hedging instrument was recorded as a liability in the Consolidated Balance Sheets at fair value, with an offset to accumulated other comprehensive income to the extent the cash flow hedging instrument was effective. The cash flow hedging instrument gains and losses included in other comprehensive income were reclassified into earnings as the underlying transaction occurred. There was no cash flow hedging instrument ineffectiveness recorded for this swap agreement.
We reclassified $0.9 million, included in other comprehensive income, during the nine months ended September 30, 2014 to interest expense, net on the Consolidated Statements of Operations. We did not reclassify any amounts related to the swap agreement to interest expense, net during the three months ended September 30, 2014.

11 .	Contingent Consideration	
In connection with our acquisition of InfraREIT LP in 2010, we agreed to contingent consideration in the form of future deemed capital credits in an amount up to $82.5 million to Hunt-InfraREIT. The capital account credits, which were generated pro rata with our cash expenditures on the CREZ Project up to $737.0 million, were issued to Hunt-InfraREIT in the form of Class A OP Units at the agreed upon deemed issue price of $10.65 per unit on the first day of each quarter following the actual expenditures. The future deemed capital credits were determined to be contingent consideration and were assessed a fair value of $78.6 million at the date of acquisition and included as a component of long-term liabilities in the Consolidated Balance Sheets.
As of December 31, 2014, InfraREIT LP had issued, as described above, approximately 6.7 million of Class A OP Units to Hunt-InfraREIT. During the first quarter of 2015, the following transactions occurred:
 	·	On January 1, 2015, InfraREIT LP issued 53,246 Class A OP Units to Hunt-InfraREIT.	
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 	·	On February 4, 2015, in connection with the Reorganization , InfraREIT LP issued Hunt-InfraREIT 983,418 Common OP Units in full settlement of InfraREIT LP’s contingent consideration obligation .  	
We recognized $0.2 million and $1.1 million as expense due to changes in fair value of our contingent consideration in accordance with the acquisition agreement during the three and nine months ended September 30, 2014, respectively. This expense was recorded as part of other (expense) income, net on the Consolidated Statements of Operations. There was no expense recorded during the three and nine months ended September 30, 2015 related to our contingent consideration. As of December 31, 2014, $27.4 million was recorded as a current liability in the form of contingent consideration in the Consolidated Balance Sheets. As of September 30, 2015, no such liability was recorded as the contingent consideration was fully settled.

12.	Fair Value of Financial Instruments	
The carrying amounts of our cash and cash equivalents, restricted cash, due from affiliates and accounts payable approximate fair value due to the short-term nature of these assets and liabilities.
Our derivative contracts consisted of cash flow hedging instruments which are not traded on a public exchange. The fair values of the cash flow hedging instrument contracts were determined using discounted cash flow techniques. The techniques incorporated Level 2 inputs and quotes from the counterparty to the interest rate swap contract. These market inputs were utilized in a discounted cash flow calculation considering the cash flow hedging instrument term, credit risk, notional amount and discount rate and were classified as Level 2 in the fair value hierarchy.
As of September 30, 2015 and December 31, 2014, we had $388.7 million and $397.8 million, respectively, of borrowings under the construction term loan which accrued interest under floating interest rate structures. Accordingly, the carrying value of such indebtedness approximated fair value for the amounts outstanding.
We also had borrowings totaling $226.7 million and $231.9 million under senior secured notes with a weighted average interest rate of 6.41% and 6.43% per annum as of September 30, 2015 and December 31, 2014, respectively. The fair value of these borrowings is estimated using discounted cash flow analysis based on current market rates.
We assessed the fair market value of our contingent consideration associated with the acquisition of InfraREIT LP using observable Level 2 inputs at December 31, 2014.
Financial instruments, measured at fair value, by level within the fair value hierarchy were as follows:

 	 	Carrying	 	 	Fair Value	 	
(In thousands)	 	Value	 	 	Level 1	 	 	Level 2	 	 	Level 3	 	
September 30, 2015	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt	 	$	615,367	 	 	$	—	 	 	$	646,893	 	 	$	—	 	
December 31, 2014	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt	 	$	629,756	 	 	$	—	 	 	$	658,306	 	 	$	—	 	
Contingent consideration - long-term	 	 	27,378	 	 	 	—	 	 	 	27,378	 	 	 	—	 	

13.	Regulatory Liability	
Our regulatory liability is established through our depreciation rates related to cost of removal and represents amounts that we expect to incur in the future. As of September 30, 2015 and December 31, 2014, we recorded on the Consolidated Balance Sheets as a long-term liability $8.5 million and $1.2 million, respectively, net of actual removal costs incurred.

1 4 .	Commitments and Contingencies	
The amounts reported as regulatory assets as of September 30, 2015 and December 31, 2014 are subject to the review by the PUCT and as with all utility assets may change at a later date based on that review, see Note 7, Deferred Assets and Other Regulatory Assets, net .
We are not a party to any legal proceedings other than legal proceedings arising in the ordinary course of business. We do not believe the resolution of these proceedings, individually or in the aggregate, will have a material impact on our business, financial condition or results of operations, liquidity and cash flows.
20

 
 
15.	Equity	
On January 12, 2015, InfraREIT, Inc. amended its charter to increase the number of authorized common shares from 3,000 to 450,000,000. In addition, the par value of our common stock was reduced from $1 per share to $0.01 per share. Both the authorized number of shares of common stock and the par value were unaffected by the Merger or Reorganization.
On September 3, 2015, our board of directors approved a cash distribution by the Operating Partnership to all unit holders of record, including InfraREIT, Inc., on September 30, 2015 of $0.225 per unit for a total distribution of $13.6 million ($9.8 million to InfraREIT, Inc.). Also, on September 3, 2015, our board of directors approved a cash dividend to shareholders of record on September 30, 2015 of $0.225 per share for a total of $9.8 million. The cash distribution and cash dividend were paid on October 22, 2015.
On June 5, 2015, our board of directors approved a cash distribution by the Operating Partnership to all unit holders of record, including InfraREIT, Inc., on June 30, 2015 of $0.225 per unit for a total distribution of $13.6 million ($9.8 million to InfraREIT, Inc.). Also, on June 5, 2015, our board of directors approved a cash dividend to shareholders of record on June 30, 2015 of $0.225 per share for a total of $9.8 million. The cash distribution and cash dividend were paid on July 23, 2015.
On March 6, 2015, our board of directors approved a cash distribution by the Operating Partnership to all unit holders of record, including InfraREIT, Inc., on March 31, 2015 of $0.14 per unit for a total distribution of $8.5 million ($6.1 million to InfraREIT, Inc.). Also, on March 6, 2015, our board of directors approved a cash dividend to shareholders of record on March 31, 2015 of $0.14 per share for a total of $6.1 million. The cash distribution and cash dividend were paid on April 23, 2015.
On January 13, 2015, InfraREIT, L.L.C.’s board of directors approved a cash distribution by the Operating Partnership to all unit holders of record, including InfraREIT, L.L.C., on January 20, 2015 of $0.26 per unit for a total distribution of $11.7 million ($9.0 million to InfraREIT, L.L.C.). Also, on January 13, 2015, InfraREIT, L.L.C.’s board of directors approved a cash dividend to shareholders of record on January 20, 2015 of $0.26 per share for a total of $9.0 million. The cash distribution and cash dividend were paid on January 29, 2015.
On December 18, 2014, InfraREIT, L.L.C.’s board of directors approved a cash distribution by the Operating Partnership to all unit holders of record, including InfraREIT, L.L.C., on December 18, 2014 of $0.31 per unit for a total distribution of $14.1 million ($10.8 million to InfraREIT, L.L.C.). Also on December 18, 2014, InfraREIT, L.L.C.’s board of directors approved a cash dividend to shareholders of record on December 18, 2014 of $0.31 per share for a total of $10.8 million. The cash distribution and cash dividend were paid on January 16, 2015. For federal income tax purposes, this dividend was classified as ordinary income.

16.	Accumulated Other Comprehensive Loss	
There were no changes in accumulated other comprehensive loss for the three and nine months ended September 30, 2015 or the three months ended September 30, 2014. Changes in accumulated other comprehensive loss for the nine months ended September 30, 2014 associated with the interest rate swap designated as a cash flow hedge were as follows:

(In thousands)	 	Accumulated
Other
Comprehensive
Loss
Attributable to
InfraREIT, Inc.	 	 	Accumulated
Other
Comprehensive
Loss
Attributable to
Noncontrolling
Interest	 	 	Total
Accumulated
Other
Comprehensive
Loss	 	
Nine Months Ended September 30, 2014	 	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive loss before
   reclassifications	 	$	(77	)	 	$	28	 	 	$	(49	)	
Amounts reclassified from accumulated
   other comprehensive loss	 	 	687	 	 	 	206	 	 	 	893	 	
Net period other comprehensive loss	 	$	610	 	 	$	234	 	 	$	844	 	

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17.	Noncontrolling Interest  	
We present as a noncontrolling interest the portion of any equity in entities that we control and consolidate but do not own. Generally, Common OP Units participate in net income allocations and distributions and entitle their holder the right, subject to the terms set forth in the partnership agreement, to require the Operating Partnership to redeem all or a portion of the Common OP Units held by such limited partner. At our option, we may satisfy this redemption with cash or by exchanging shares of InfraREIT, Inc. common stock on a one-for-one basis. Prior to the cancellation of all outstanding Class A OP Units, these units also participated in net income allocations and distributions and had the same redemption rights. As of September 30, 2015 and December 31, 2014, there were a total of 17.0 million and 10.7 million OP Units, respectively, held by the limited partners of the Operating Partnership.
On May 1, 2014, the limited partnership agreement of InfraREIT LP was amended in order to incorporate a long-term incentive plan and InfraREIT LP issued related OP Units (pre-IPO LTIP Units) to independent non-voting members of the InfraREIT, L.L.C. board of directors as part of their compensation, which were fully vested upon grant. During the first quarter of 2015, an aggregate of 28,000 LTIP Units were issued by the Operating Partnership to seven of our directors which included a one year vesting period. We recognized $0.2 million and $0.5 million of compensation expense as general and administrative expense in the Consolidated Statements of Operations during the three and nine months ended September 30, 2015, respectively. During May 2014, 11,264 pre-IPO LTIP Units were issued with an aggregate value of $0.1 million with $0.1 million of compensation expense recognized as general and administrative expense during the nine months ended September 30, 2014. There was no compensation expense recognized during the three months ended September 30, 2014.
We follow the guidance issued by the FASB regarding the classification and measurement of redeemable securities. Accordingly, we have determined that the Common OP Units meet the requirements to be classified as permanent equity. During the nine months ended September 30, 2015, we did not redeem any OP Units other than, in connection with the Reorganization: (i) 1,551,878 Class A OP Units held by Hunt-InfraREIT, which were exchanged with InfraREIT, Inc. for 1,551,878 shares of common stock of InfraREIT, Inc. and (ii) 6,242,999 Class A OP Units in exchange for the assignment of a promissory note in the principal amount of $66.5 million. The Operating Partnership did not redeem any OP Units during the nine months ended September 30, 2014.

18.	Earnings Per Share	
Basic earnings per share is calculated by dividing net earnings after noncontrolling interest by the weighted average shares outstanding. Diluted earnings per share is calculated similarly, except that it includes the dilutive effect of the assumed redemption of OP Units for shares of common stock of InfraREIT, Inc. or common shares of InfraREIT, L.L.C., as applicable, if such redemption were dilutive. The redemption of OP Units would have been anti-dilutive during the three and nine months ended September 30, 2015 and 2014.
Earnings per share are calculated as follows:

 	 	Three Months Ended September 30,	 	 	Nine Months Ended September 30,	 	
(In thousands, except per share data)	 	2015	 	 	2014	 	 	2015	 	 	2014	 	
Basic net income per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) attributable to InfraREIT, Inc.	 	$	13,972	 	 	$	11,894	 	 	$	(6,539	)	 	$	19,974	 	
Weighted average common shares outstanding	 	 	43,565	 	 	 	35,053	 	 	 	42,787	 	 	 	35,053	 	
Basic net income (loss) per share	 	$	0.32	 	 	$	0.34	 	 	$	(0.15	)	 	$	0.57	 	
Diluted net income per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) attributable to InfraREIT, Inc.	 	$	13,972	 	 	$	11,894	 	 	$	(6,539	)	 	$	19,974	 	
Weighted average common shares outstanding	 	 	43,565	 	 	 	35,053	 	 	 	42,787	 	 	 	35,053	 	
Redemption of operating partnership units	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Weighted average dilutive shares outstanding	 	 	43,565	 	 	 	35,053	 	 	 	42,787	 	 	 	35,053	 	
Diluted net income (loss) per share	 	$	0.32	 	 	$	0.34	 	 	$	(0.15	)	 	$	0.57	 	
Due to the anti-dilutive effect, the computation of diluted earnings
    per share does not reflect the following adjustments:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss) attributable to noncontrolling interest	 	$	5,458	 	 	$	3,621	 	 	$	(1,061	)	 	$	6,046	 	
Redemption of operating partnership units	 	 	17,028	 	 	 	10,656	 	 	 	15,964	 	 	 	10,546	 	

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19.	Leases  	
The following table shows the composition of our lease revenue:

 	 	Three Months Ended September 30,	 	 	Nine Months Ended September 30,	 	
(In thousands)	 	2015	 	 	2014	 	 	2015	 	 	2014	 	
Base rent (straight-line)	 	$	31,253	 	 	$	27,020	 	 	$	90,083	 	 	$	76,399	 	
Percentage rent	 	 	10,199	 	 	 	12,289	 	 	 	10,199	 	 	 	12,972	 	
Total lease revenue	 	$	41,452	 	 	$	39,309	 	 	$	100,282	 	 	$	89,371	 	
 
SDTS and SPLLC have entered into various leases with Sharyland for all of our placed in service T&D assets. The master lease agreements, as amended, expire at various dates from December 31, 2015 through December 31, 2022. Each agreement includes annual base rent while all but one agreement includes additional percentage rent (based on an agreed upon percentage of the gross revenue of Sharyland, as defined in the lease agreements, in excess of annual specified breakpoints). The rate used for percentage rent varies by lease and ranges from a high of 37% to a low of 23% over the term of the agreements. Because an annual specified breakpoint must be met under our leases before we can recognize any percentage rent, we anticipate our revenue will grow over the year with little to no percentage rent recognized in the first and second quarters of each year with the largest amounts recognized during the third and fourth quarters of each year.

20.	Supplemental Cash Flow Information	
Supplemental cash flow information and non-cash investing and financing activities are as follows:

 	 	Nine Months Ended September 30,	 	
(In thousands)	 	2015	 	 	2014	 	
Supplemental cash flow information	 	 	 	 	 	 	 	 	
Cash paid during the period for interest	 	$	20,022	 	 	$	22,367	 	
Cash paid during the period for taxes	 	 	—	 	 	 	75	 	
Non-cash investing and financing activities	 	 	 	 	 	 	 	 	
Non-cash right of way additions to electric plant	 	 	—	 	 	 	337	 	
Change in accrued additions to electric plant	 	 	4,387	 	 	 	31,421	 	
Allowance for funds used during construction - debt	 	 	1,312	 	 	 	1,197	 	
Net non-cash equity issuances related to the Merger and Reorganization	 	 	97,193	 	 	 	—	 	
Net non-cash noncontrolling equity issuances related to the Merger and Reorganization	 	 	119,607	 	 	 	—	 	
Non-cash noncontrolling interests equity issuance	 	 	755	 	 	 	4,590	 	
Dividends and distributions payable	 	 	13,634	 	 	 	—	 	

 
 
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 I tem 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations  	
This item contains a discussion of our business, including a general overview of our properties, results of operations, liquidity and capital resources and quantitative and qualitative disclosures about market risk.
The following discussion should be read in conjunction with the “Explanatory Note” on page 5 and the consolidated financial statements and related notes beginning on page 6. This Item 2. contains “forward-looking” statements that involve risks and uncertainties. See Forward-Looking Statements at the beginning of this Quarterly Report on Form 10-Q.
Overview
We own rate-regulated electric T&D assets in Texas as part of a dividend growth oriented real estate investment trust (REIT). Our assets are located in the Texas Panhandle near Amarillo, the Permian Basin in and around Stanton, Central Texas around Brady, Northeast Texas in and around Celeste and South Texas near McAllen. We have grown rapidly over the last several years, with our rate base increasing from approximately $60 million as of December 31, 2009 to $1.2 billion as of September 30, 2015. We expect that organic growth as well as potential acquisitions of T&D assets from Hunt, Sharyland and third parties will allow us to achieve continued growth in our rate base, which is calculated as our gross electric plant in service under accounting principles generally accepted in the United States of America (U.S. GAAP) less accumulated depreciation and adjusted for accumulated deferred income taxes.
We are externally managed by Hunt Manager. All of our officers are employees of Hunt Manager. We expect to benefit from the experience, skill, resources, relationships and contacts of the executive officers and key personnel of Hunt Manager. Pursuant to our management agreement with Hunt Manager, Hunt Manager provides for our day-to-day management, subject to the oversight of our board of directors. In exchange for these management services, we pay a management fee to Hunt Manager.
For a description of our business model and significant components of our results of operations, see Part II, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 18, 2015. There have been no material changes to these items during the nine months ended September 30, 2015.
Lease update — Our lease with Sharyland concerning our transmission and distribution assets in and around Stanton, Brady and Celeste, Texas other than our 138kV transmission loop (S/B/C Lease) expires on December 31, 2015. We are in negotiations to extend the lease and expect to enter into an extension prior to its expiration.
InfraREIT, Inc. Results of Operations

 	 	Three Months Ended September 30,	 	 	Nine Months Ended September 30,	 	
(In thousands)	 	2015	 	 	2014	 	 	2015	 	 	2014	 	
Lease revenue	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Base rent	 	$	31,253	 	 	$	27,020	 	 	$	90,083	 	 	$	76,399	 	
Percentage rent	 	 	10,199	 	 	 	12,289	 	 	 	10,199	 	 	 	12,972	 	
Total lease revenue	 	 	41,452	 	 	 	39,309	 	 	 	100,282	 	 	 	89,371	 	
Operating costs and expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
General and administrative expense	 	 	5,504	 	 	 	6,143	 	 	 	58,965	 	 	 	12,839	 	
Depreciation	 	 	10,259	 	 	 	8,998	 	 	 	29,438	 	 	 	25,825	 	
Total operating costs and expenses	 	 	15,763	 	 	 	15,141	 	 	 	88,403	 	 	 	38,664	 	
Income (loss) from operations	 	 	25,689	 	 	 	24,168	 	 	 	11,879	 	 	 	50,707	 	
Other (expense) income	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net	 	 	(6,723	)	 	 	(8,699	)	 	 	(21,084	)	 	 	(24,364	)	
Other income, net	 	 	707	 	 	 	294	 	 	 	2,180	 	 	 	333	 	
Total other expense	 	 	(6,016	)	 	 	(8,405	)	 	 	(18,904	)	 	 	(24,031	)	
Income (loss) before income taxes	 	 	19,673	 	 	 	15,763	 	 	 	(7,025	)	 	 	26,676	 	
Income tax expense	 	 	243	 	 	 	248	 	 	 	575	 	 	 	656	 	
Net income (loss)	 	 	19,430	 	 	 	15,515	 	 	 	(7,600	)	 	 	26,020	 	
Less: Net income (loss) attributable to noncontrolling interest	 	 	5,458	 	 	 	3,621	 	 	 	(1,061	)	 	 	6,046	 	
Net income (loss) attributable InfraREIT, Inc.	 	$	13,972	 	 	$	11,894	 	 	$	(6,539	)	 	$	19,974	 	
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Three Months Ended September 3 0 , 2015 Compared to Three Months Ended September 3 0 , 2014
Lease revenue — Lease revenue was $41.5 million and $39.3 million for the three months ended September 30, 2015 and 2014, respectively, representing an increase of $2.2 million, or 5.6%. Base rent was $31.3 million, or 75.4% of total revenue, and $27.0 million, or 68.7% of total revenue, for the three months ended September 30, 2015 and 2014, respectively, representing an increase of $4.3 million, or 15.9%. The increase in base rent was driven by the addition of assets under lease. Percentage rent was $10.2 million, or 24.6% of total revenue, and $12.3 million, or 31.3% of total revenue, for the three months ended September 30, 2015 and 2014, respectively, representing a decrease of $2.1 million, or 17.1%, due to higher annual specified breakpoints and lower percentage factors in our leases during 2015 compared to 2014. See Note 19, Leases in the Notes to the Unaudited Consolidated Financial Statements for additional information. Because an annual specified breakpoint must be met under our leases before we can recognize any percentage rent, we anticipate our revenue will grow over the year with little to no percentage rent recognized in the first and second quarters of each year with the largest amounts recognized during the third and fourth quarters of each year.
General and administrative expense — General and administrative expense was $5.5 million and $6.1 million for the three months ended September 30, 2015 and 2014, respectively, representing a decrease of $0.6 million, or 9.8%. The decrease in general and administrative expense was primarily driven by a decrease of $2.1 million of professional service fees related to legal, audit and tax, partially offset by an increase of $0.3 million in insurance services, $0.8 million in management fees owed to Hunt Manager under our management agreement and $0.2 million of stock compensation expense.
Depreciation — Depreciation expense was $10.3 million and $9.0 million for the three months ended September 30, 2015 and 2014, respectively, representing an increase of $1.3 million, or 14.4%. The increase in depreciation expense was due to additional assets placed in service during 2015 and 2014.
Interest expense, net — Interest expense, net was $6.7 million and $8.7 million during the three months ended September 30, 2015 and 2014, respectively, representing a decrease of $2.0 million, or 23.0%. The decrease in interest expense, net was due to lower interest expense related to our debt which is primarily due to the payoff of our revolving credit facilities in February 2015. See Note 8, Borrowings Under Credit Facilities in the Notes to the Unaudited Consolidated Financial Statements for additional information.
Other income (expense), net — Other income, net was $0.7 million and $0.3 million during the three months ended September 30, 2015 and 2014, respectively, representing an increase of $0.4 million, or 133%. The increase in other income, net was driven by an increase in AFUDC on other funds of $0.2 million from higher CWIP balances and applicable rates in 2015. Other income, net also included $0.2 million of expense related to a change in fair value of the Operating Partnership’s contingent consideration owed to Hunt-InfraREIT pursuant to the provisions of the Operating Partnership’s partnership agreement during the three months ended September 30, 2014. There was no such expense during the three months ended September 30, 2015. See Note 11, Contingent Consideration in the Notes to the Unaudited Consolidated Financial Statements for additional information.
Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014
Lease revenue — Lease revenue was $100.3 million and $89.4 million for the nine months ended September 30, 2015 and 2014, respectively, representing an increase of $10.9 million, or 12.2%. Base rent was $90.1 million, or 89.8% of total revenue, and $76.4 million, or 85.5% of total revenue, for the nine months ended September 30, 2015 and 2014, respectively, representing an increase of $13.7 million, or 17.9%. The increase in base rent was driven by the addition of assets under lease. Percentage rent was $10.2 million, or 10.2% of total revenue, and $13.0 million, or 14.5% of total revenue, for the nine months ended September 30, 2015 and 2014, respectively, representing a decrease of $2.8 million, or 21.5%, due to higher annual specified breakpoints and lower percentage factors in our leases during 2015 compared to 2014. See Note 19, Leases in the Notes to the Unaudited Consolidated Financial Statements for additional information.
General and administrative expense — General and administrative expense was $59.0 million and $12.8 million for the nine months ended September 30, 2015 and 2014, respectively, representing an increase of $46.2 million. The increase in general and administrative expense was primarily driven by a $44.9 million expense in connection with the issuance by InfraREIT, Inc. of common stock to Hunt-InfraREIT as a non-cash reorganization advisory fee in the first quarter of 2015, $1.6 million of increased management fees owed to Hunt Manager under our management agreement, an increase in insurance services of $0.9 million and $0.4 million of increased stock compensation expense, partially offset by a decrease in professional service fees of $1.8 million primarily related to legal, audit and tax services.
Depreciation — Depreciation expense was $29.4 million and $25.8 million for the nine months ended September 30, 2015 and 2014, respectively, representing an increase of $3.6 million, or 14.0%. The increase in depreciation expense was due to additional assets placed in service during 2015 and 2014.
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Interest expense, net — Interest expense, net was $ 21.1 million and $ 24.4 million during the nine months ended September 3 0 , 2015 and 2014, respectively, representing a decrease of $ 3.3 million, or 13.5 %. The decrease in interest expense, net was due to lower interest expense related to our debt which is primarily due to the payoff of our revolving credit facilities in February 2015. See Note 8 , Borrowings Under Credit Facilities in the Notes to the Unaudited Consolidated Financia l Statements for additional information.
Other income (expense), net — Other income, net was $2.2 million and $0.3 million during the nine months ended September 30, 2015 and 2014, respectively, representing an increase of $1.9 million. The increase in other income, net was driven by an increase in AFUDC on other funds of $0.7 million resulting from higher CWIP balances and applicable rates during 2015. Other income, net also included $1.1 million of expense related to a change in fair value of the Operating Partnership’s contingent consideration owed to Hunt-InfraREIT pursuant to the provisions of the Operating Partnership’s partnership agreement during the nine months ended September 30, 2014. There was no such expense during the nine months ended September 30, 2015. See Note 11, Contingent Consideration in the Notes to the Unaudited Consolidated Financial Statements for additional information.
Liquidity and Capital Resources
As of September 30, 2015, we had $29.7 million of unrestricted cash and cash equivalents. We use our cash on hand primarily for the payment of capital expenditures, operating expenses, debt service payments and dividend payments. As of September 30, 2015, we also had $1.7 million of restricted cash and $305.0 million of unused capacity under our revolving credit facilities.
We expect cash flows from operations and borrowings under our credit facilities to be sufficient to fund current obligations, projected working capital requirements, maturities of long-term debt, budgeted capital spending and the payment of dividends in accordance with REIT requirements of the U.S. federal income tax laws and our distribution policy for at least the next twelve months. We expect that we will be able to fund estimated capital expenditures associated with Footprint Projects through the end of 2018 without raising proceeds from additional equity offerings. However, if (a) debt capital is unavailable on favorable terms or at all at a time when we would choose to access debt capital markets, (b) the capital expenditure requirements of our business are different than expectations, (c) we have the need for equity capital in connection with the purchase of ROFO Projects or other non-Footprint Projects, (d) our credit metrics are weaker than our expectations and/or (e) the cash flows from operations do not meet our current estimates or any other unexpected factors impact our liquidity and cash position, we may seek to raise proceeds from the equity markets at an earlier time.
Under the terms of our leases, Sharyland provides a capital expenditure forecast on a rolling three year basis that sets forth anticipated capital expenditures related to our T&D assets. We fund Footprint Projects related to our T&D assets as we and Sharyland determine such Footprint Projects are required pursuant to the terms of our leases. To the extent we fund such Footprint Projects, Sharyland is required to lease the assets related to such Footprint Projects.
Although we expect to have sufficient funds to address our capital needs for at least the next twelve months, in the future we expect to rely on the capital markets in order to meet our capital expenditure obligations and to continue to distribute at least 90% of our taxable income to our stockholders. If our ability to access the capital markets is restricted or if debt or equity capital were unavailable on favorable terms or at all at a time when we would like, or need, to access those markets, our ability to fund capital expenditures under our leases or to comply with the REIT distribution rules could be adversely affected.
Capital Expenditures
On an accrual basis, capital expenditures for the nine months ended September 30, 2015 were $159.2 million. Capital expenditures differ from cash for additions to electric plant on the Consolidated Statements of Cash Flows due in part to differences in construction costs incurred during the period versus cash paid during the period. We have updated our estimated capital expenditures related solely to Footprint Projects for the calendar years 2015 through 2017 to a range of $720 million to $775 million as more fully set forth in the table below. The revisions to our capital expenditure estimate were primarily driven by revised phasing estimates for land acquisition and related follow-on activities, the sequencing of transmission line work and the addition of the second circuit to our CREZ lines, among other factors. We intend to fund these capital expenditures with a mix of debt and cash flows from operations. Our capital expenditures forecast is driven primarily by the need to improve the reliability of our existing system and meet the identified and expected requirements of customers, reflecting the historical and expected growth in our service territories.

 	 	 	Years Ended December 31,	
(In millions)	 	 	2015	 	 	2016	 	 	2017	
Total estimated Footprint Projects capital expenditures	 	$	210-220	 	$	220-240	 	$	290-315	
 Our expectation is based upon a variety of assumptions, including load growth, Sharyland’s and our past experience, reliability needs and historical precedent. Although we believe these assumptions and estimates underlying the forecast to be reasonable as of the
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date of this report, they are inherently uncertain and subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause the amount and timing of our capital expenditures to differ materially from o ur current expectations. See Forward-Looking Statements at the beginning of this Quarterly Report on Form 10-Q.
Dividends and Distributions
We intend to distribute substantially all of our cash available for distribution, less prudent reserves, through regular quarterly cash dividends. Our initial quarterly dividend rate is $0.225 per share, or $0.90 per share on an annualized basis. On September 3, 2015, our board of directors approved a cash distribution by the Operating Partnership to all unit holders of record on September 30, 2015 of $0.225 per unit for a total distribution of $13.6 million ($9.8 million to InfraREIT, Inc.). Also, on September 3, 2015, our board of directors declared a cash dividend to shareholders of record on September 30, 2015 of $0.225 per share for a total of $9.8 million. The cash distribution and cash dividend were paid on October 22, 2015.
We have paid a total of $13.6 million and $48.0 million in dividends and distributions for the three and nine months ended September 30, 2015, respectively. We did not pay any dividends or distributions during the three and nine months ended September 30, 2014.
Credit Arrangements
We have two revolving credit facilities, a term loan and senior secured notes. See Note 8, Borrowings Under Credit Facilities and Note 9, Long-Term Debt in the Notes to the Unaudited Consolidated Financial Statements for additional information.
Operating Partnership Revolving Credit Facility
On December 10, 2014, our Operating Partnership entered into a new $75.0 million revolving credit facility led by Bank of America, N.A., as administrative agent, with up to $15.0 million available for issuance of letters of credit and a maturity date of December 10, 2019. The revolving credit facility is secured by substantially all of the assets of the Operating Partnership. In addition, Transmission and Distribution Company, LLC (TDC)  guarantees the revolving credit facility and this guarantee is secured by the assets of, and the Operating Partnership’s equity interest in, TDC on the same basis as with TDC’s senior notes described below. Upon consummation of the IPO and Merger, InfraREIT, Inc. became a guarantor under this revolving credit facility.
The credit agreement requires the Operating Partnership to comply with coverage ratios on a consolidated basis and contains affirmative and negative covenants, including, but not limited to, limitations on additional debt, liens, investments, mergers, acquisitions, dispositions or entry into any line of business other than the business of the transmission and distribution of electric power and the provision of ancillary services and certain restrictions on the payment of dividends. The credit agreement also contains restrictions on the amount of Sharyland’s indebtedness and other restrictions on, and covenants applicable to, Sharyland.
Borrowings and other extensions of credit under the revolving credit facility bear interest, at the Operating Partnership’s election, at a rate equal to (i) the one, two, three or six month London Interbank Offered Rate (LIBOR) plus 2.5%, or (ii) a base rate (equal to the highest of (A) the Federal Funds Rate plus ½ of 1%, (B) the Bank of America prime rate and (C) LIBOR plus 1%) plus 1.5%. Letters of credit are subject to a letter of credit fee equal to the daily amount available to be drawn times 2.5%. The Operating Partnership is also required to pay a commitment fee and other customary fees under the revolving credit facility. The Operating Partnership may prepay amounts outstanding under the revolving credit facility in whole or in part without premium or penalty.
There were no outstanding borrowings or letters of credit under the revolving credit facility at September 30, 2015 and there was $75.0 million borrowing capacity available. At December 31, 2014, $57.0 million of borrowings were outstanding at a 2.66% interest rate and no letters of credit outstanding with $18.0 million of remaining capacity under this revolving credit facility. As of September 30, 2015 and December 31, 2014, the Operating Partnership was in compliance with all debt covenants under this agreement.
SDTS Revolving Credit Facility
On June 28, 2013, our subsidiary, Sharyland Distribution and Transmission Services, L.L.C. (SDTS) entered into a second amended and restated credit agreement led by Royal Bank of Canada, as administrative agent, which established a revolving credit facility of $75.0 million that originally matured on June 28, 2018 and included a letter of credit facility.
On December 10, 2014, SDTS’s second amended and restated credit agreement was amended and restated in order to, among other things, increase the amount of the revolving credit facility to a total of $250.0 million and extend that maturity date to December 10, 2019. Up to $25.0 million of the revolving credit facility is available for issuance of letters of credit, and up to $5.0 million of the revolving credit facility is available for swingline loans.
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On September 28, 2015, SDTS amended its credit agreement and related collateral agreements in order to , among other things, modify the collateral requirements. The revolving credit agreement was previously secured by substantially all of the assets of, and TDC’s equity interests in, SDTS. After the amendment, the revolving credit facility is secured by SDT S’s T&D assets, our leases, certain accounts and TDC’s equity interests in SDTS on the same basis as the senior secured notes described below.
The interest rate for the revolving credit facility is based, at SDTS’s option, at a rate equal to either (1) a base rate, determined as the greatest of (A) the administrative agent’s prime rate, (B) the federal funds effective rate plus ½ of 1% and (C) LIBOR plus 1.00% per annum, plus a margin of either 0.75% or 1.00% per annum, depending on the total debt to capitalization ratio of SDTS on a consolidated basis or (2) LIBOR plus a margin of either 1.75% or 2.00% per annum, depending on the total debt to capitalization ratio of SDTS on a consolidated basis. SDTS is also required to pay a commitment fee and other customary fees under its revolving credit facility. SDTS is entitled to prepay amounts outstanding under the revolving credit facility with no prepayment penalty.
There were $20.0 million of borrowings outstanding at a 4.00% interest rate with no letters of credit outstanding under the credit agreement at September 30, 2015 and there was $230.0 million borrowing capacity available. At December 31, 2014, $162.0 million of borrowings were outstanding at a 1.91% interest rate with no letters of credit outstanding and $88.0 million of capacity under this revolving credit facility. As of September 30, 2015 and December 31, 2014, SDTS was in compliance with all debt covenants under this agreement.
The revolving credit facilities of the Operating Partnership and SDTS are subject to customary events of default. If an event of default occurs and is continuing, the required lenders may accelerate amounts due under each revolving credit facility (except in the case of a bankruptcy event of default, in which case such amounts will automatically become due and payable).
CREZ Construction Loan
On June 20, 2011, our subsidiary, Sharyland Projects, LLC (SPLLC) entered into a construction term loan agreement consisting of a $667.0 million construction term loan, reduced to $447.0 million on March 8, 2013, syndicated broadly by a group of 14 international banks, and $60.0 million in fixed rate notes issued to The Prudential Insurance Company of America and affiliates. The senior secured credit facility is collateralized by SPLLC’s assets and SDTS’s equity interest in SPLLC.
The $447.0 million construction term loan accrued interest at LIBOR plus 2.00%. LIBOR reset at each selected interest period (one, two, three or six months), at SPLLC’s discretion, at the current market rate. The outstanding borrowings under the construction term loan at December 31, 2013 were $396.0 million. On May 16, 2014, the construction term loan outstanding was converted into a term loan with a balance of $407.0 million. After this conversion, interest accrues at LIBOR plus 2.25% for a period of three years, at which point the interest rate will increase to LIBOR plus 2.50%. Interest under the term loan is payable the last day of the selected interest period for interest periods of three months or less, and every three months for interest periods greater than three months. Amortized principal amounts of the term loan are payable quarterly after the conversion.
The term loan matures on June 20, 2018. The carrying amount of the term loan at September 30, 2015 was $388.7 million with an effective interest rate of 2.45%.
The $60.0 million fixed rate notes accrue interest at 5.04% per annum and mature on June 20, 2018 with interest paid quarterly. The fixed rate notes do not provide for any principal payments. The carrying amount of the fixed rates notes was $60.0 million at September 30, 2015.
The term loan agreement and fixed rate notes contain certain default triggers, including without limitation: failure to maintain compliance with financial and other covenants contained in the agreements, limitations on liens, investments and the incurrence of additional indebtedness. SPLLC was in compliance with all debt covenants for the term loan and fixed rate notes as of September 30, 2015 and December 31, 2014.
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Senior Secured Notes
On December 31, 2009, SDTS issued $53.5 million aggregate principal amount of 7.25% per annum senior secured notes to The Prudential Insurance Company of America and affiliates, which mature on December 30, 2029. Principal and interest on the senior notes are payable quarterly. As of September 30, 2015, $45.0 million of principal was outstanding under this loan. In connection with the acquisition of Cap Rock Holding Corporation (Cap Rock) on July 13, 2010, our subsidiaries entered into several different debt arrangements. SDTS issued $110.0 million aggregate principal amount of 6.47% per annum senior secured notes to The Prudential Insurance Company of America, which mature on September 30, 2030. Principal and interest on the senior secured notes are payable quarterly. As of September 30, 2015, $102.7 million of principal was outstanding under this loan.
On September 28, 2015, SDTS amended its note purchase agreements and related collateral agreements related to its senior secured notes in order to, among other things, modify the collateral requirements.  The senior secured notes were previously collateralized by substantially all of the assets of, and TDC’s equity interest in SDTS. After the amendment, the senior secured notes are secured by SDTS’s T&D assets, our leases, certain accounts and TDC’s equity interests in SDTS.
Also in connection with the acquisition of Cap Rock, TDC issued $25.0 million aggregate principal amount of 8.50% per annum senior secured notes to The Prudential Insurance Company of America and affiliates, which mature on December 30, 2020. Principal and interest on the senior secured notes are payable quarterly and the senior secured notes are collateralized by the equity interests of TDC and certain accounts of TDC. As of September 30, 2015, $19.1 million of principal was outstanding under this loan.
SDTS and TDC are entitled to prepay amounts outstanding under the notes, subject to a prepayment penalty equal to the excess of the discounted value of the remaining scheduled payments with respect to such notes over the amount of the prepaid notes.
The senior secured notes contain certain default triggers, including without limitation: failure to maintain compliance with financial and other covenants contained in the agreements, limitations on liens, investments and the incurrence of additional indebtedness. As of September 30, 2015 and December 31, 2014, SDTS and TDC were in compliance with all covenants under these agreements.
Cash Flows
Nine Months Ended September 30, 2015 Compared to Nine Months Ended September30, 2014
Cash flows from operating activities — Net cash provided by operating activities was $78.2 million and $67.7 million during the nine months ended September 30, 2015 and 2014, respectively. The increase in net cash provided by operating activities related primarily to higher lease revenue during the nine months ended September 30, 2015 compared to the same period of 2014, partially offset by less cash provided by working capital changes during the 2015 period compared to the 2014 period.
Cash flows from investing activities — Net cash used in investing activities was $295.0 million and $170.2 million during the nine months ended September 30, 2015 and 2014, respectively. The increase related to our use of cash in the first nine months of 2015 was attributable to our use of $172.4 million of IPO proceeds as cash consideration in the Merger partially offset by our receipt of cash proceeds of $41.2 million in the first quarter of 2015 from the sale of the Cross Valley transmission line and Golden Spread Electric Coop interconnection projects to Hunt and our sale of marketable securities for cash of $1.1 million in the first quarter of 2015.
Cash flows from financing activities — Net cash provided by financing activities was $230.9 million and $119.4 million during the nine months ended September 30, 2015 and 2014, respectively. The increase in net cash provided related primarily to our receipt of net cash proceeds of $493.7 million from our IPO during the first quarter of 2015 partially offset by lower borrowings, dividends and distributions of $48.0 million and repayments of borrowings of $267.4 million during the first nine months of 2015 compared to borrowings of $134.5 million offset by the repayment of borrowings of $14.2 million during the first nine months of 2014.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements as of September 30, 2015 and December 31, 2014.
Contingent Consideration and Deemed Capital Contributions
Contingent Consideration
 In connection with our acquisition of InfraREIT LP in 2010, we agreed to contingent consideration in the form of future deemed capital credits in the amount of up to $82.5 million to Hunt-InfraREIT. The capital account credits, which were generated pro rata with our cash expenditures on our transmission assets in the Texas Panhandle and Southern Plains (CREZ Project) up to $737.0 million, were issued to Hunt-InfraREIT in the form of Class A OP Units at the agreed upon deemed issue price of $10.65 per unit on the first day of each quarter following the actual expenditures. The future deemed capital credits were determined to be contingent
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consideration and we re assessed a fair value of $78.6 million at the date of acquisition and included as a component of long-term liabilities in the Consolidated Balance Sheets.
As of December 31, 2014, InfraREIT LP had issued, as described above, approximately 6.7 million of Class A OP Units to Hunt-InfraREIT. During the first quarter of 2015, the following transactions occurred:
 	·	On January 1, 2015, InfraREIT LP issued 53,246 Class A OP Units to Hunt-InfraREIT.	
 	·	On February 4, 2015, in connection with the Reorganization, InfraREIT LP issued Hunt-InfraREIT 983,418 common units in full settlement of InfraREIT LP’s contingent consideration obligation.	
We recognized $0.2 million and $1.1 million as expense due to changes in fair value of our contingent consideration in accordance with the acquisition agreement during the three and nine months ended September 30, 2014, respectively. This expense was recorded as part of other (expense) income, net on the Consolidated Statements of Operations. There was no expense recorded during the three and nine months ended September 30, 2015 related to our contingent consideration. As of December 31, 2014, $27.4 million was recorded as a current liability in the form of contingent consideration in the Consolidated Balance Sheets. As of September 30, 2015, no such liability was recorded as the contingent consideration was fully settled.
Deemed Capital Credits
In connection with the organization of InfraREIT, L.L.C. in November 2010, the Operating Partnership agreed to issue deemed capital credits and Class A OP Units to Hunt-InfraREIT with respect to certain development projects. The amount of the capital account credits the Operating Partnership was required to issue equaled 5% of our capital expenditures on these projects, including AFUDC. The number of Class A OP Units the Operating Partnership was required to issue equaled the amount of the capital account credit divided by $10.65. During the nine months ended September 30, 2014, InfraREIT LP issued approximately 102,927 Class A OP Units, and on January 1, 2015 the Operating Partnership issued an additional 17,600 Class A OP Units to Hunt-InfraREIT. Following the consummation of our IPO, the Operating Partnership no longer has the obligation to issue deemed capital credits and related equity to Hunt-InfraREIT. We recorded these capital account credits as asset acquisition costs included as part of the capital project in our CWIP balance.
The capital account credits earned as of December 31, 2014 represent 5% of the estimated capital expenditures and AFUDC related to the expansion of our Railroad DC Tie. Following the consummation of our IPO, we no longer have the obligation to issue these deemed capital credits or related equity.
Summary of Critical Accounting Policies and Estimates
The selection and application of accounting policies is an important process that has developed as our business activities have evolved and as the accounting rules have developed. Accounting rules generally do not involve a selection among alternatives, but involve an implementation and interpretation of existing rules, and the use of judgment to the specific set of circumstances existing in our business. Compliance with the rules necessarily involves reducing a number of very subjective judgments before their adoption, and we believe the proper implementation and consistent application of the accounting rules are critical.
For a description of our critical accounting policies and estimates, see Part II, Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 1, Description of Business and Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements of each of InfraREIT, L.L.C. and InfraREIT, Inc. included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on March 18, 2015. There have been no material changes to these policies during the nine months ended September 30, 2015.
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Financial Information Related to Our Tenant
We are presenting Sharyland’s non-GAAP financial information below, which our management reviews to help evaluate Sharyland’s results of operations and financial condition, and which we believe provides information regarding Sharyland’s ability to meet its rent obligations. We have legal title to our T&D assets; however, Sharyland maintains operational control through the leases and through its managing member interest in SDTS and is responsible for construction and maintenance of our T&D assets. These rights and obligations constitute continuing involvement, which results in failed sale-leaseback financing accounting with respect to the lease of our T&D assets in Sharyland’s financial statements. Under failed sale-leaseback financing accounting, Sharyland is treated as the owner of the assets under all lease agreements, including T&D assets currently under construction. Consequently, our T&D assets, including any T&D assets currently under construction, are reflected as assets, and an estimate of Sharyland’s lease obligations to us are reflected as liabilities, on Sharyland’s balance sheet.
We present the following below:
 	·	Sharyland’s net income, calculated in accordance with U.S. GAAP.	
 	·	Sharyland’s non-GAAP net income, which is calculated by adding the amount of depreciation expense and interest expense that Sharyland incurs as a result of failed sale-leaseback financing accounting to Sharyland’s U.S. GAAP net income and subtracting Sharyland’s non-GAAP rent expense. Sharyland’s non-GAAP rent expense differs from our lease revenue because Sharyland’s non-GAAP rent expense is calculated on a cash rather than U.S. GAAP basis.	
 	·	Sharyland’s non-GAAP net income before interest, taxes, depreciation, amortization and rent (EBITDAR), which is calculated by adding Sharyland’s non-GAAP interest, taxes, depreciation, amortization and rent expense to Sharyland’s non-GAAP net income.	
 	·	A coverage ratio illustrating how EBITDAR relates to Sharyland’s non-GAAP rent expense.	
 	·	Sharyland’s non-GAAP balance sheet, which is derived by removing the impacts of the required U.S. GAAP failed sale-leaseback financing accounting treatment.	
 	 	Three Months Ended September 30,	 	 	Nine Months Ended September 30,	 	
(In thousands)	 	2015	 	 	2014	 	 	2015	 	 	2014	 	
Net income	 	$	4,067	 	 	$	7,450	 	 	$	4,818	 	 	$	12,830	 	
Failed sale-leaseback adjustments:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Add: Failed sale-leaseback depreciation expense	 	 	6,700	 	 	 	6,100	 	 	 	19,500	 	 	 	19,700	 	
Add: Failed sale-leaseback interest expense	 	 	31,100	 	 	 	27,600	 	 	 	90,500	 	 	 	77,100	 	
Deduct: Rent expense	 	 	39,700	 	 	 	37,300	 	 	 	116,000	 	 	 	103,100	 	
Sharyland's management reported net (loss) income	 	 	2,167	 	 	 	3,850	 	 	 	(1,182	)	 	 	6,530	 	
Adjustments:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Add: Interest expense, net	 	 	70	 	 	 	63	 	 	 	305	 	 	 	165	 	
Add: Income tax expense	 	 	129	 	 	 	418	 	 	 	1,044	 	 	 	1,550	 	
Add: Depreciation and amortization	 	 	1,378	 	 	 	793	 	 	 	3,821	 	 	 	1,813	 	
Add: Rent expense	 	 	39,700	 	 	 	37,300	 	 	 	116,000	 	 	 	103,100	 	
EBITDAR	 	$	43,444	 	 	$	42,424	 	 	$	119,988	 	 	$	113,158	 	
Ratio of EBITDAR to rent expense	 	1.09x	 	 	1.14x	 	 	1.03x	 	 	1.10x	 	
 
31

 	 	September 30, 2015	 	
(In thousands)	 	U.S. GAAP
Balance
Sheet	 	 	Failed Sale-
Leaseback
Adjustments	 	 	Non-GAAP
Balance
Sheet	 	
Assets	 	 	 	 	 	 	 	 	 	 	 	 	
Property, plant and equipment, net	 	$	1,503,827	 	 	$	(1,487,682	)	 	$	16,145	 	
Current assets	 	 	78,517	 	 	 	—	 	 	 	78,517	 	
Goodwill	 	 	1,100	 	 	 	—	 	 	 	1,100	 	
Deferred charges - regulatory assets, net	 	 	34,978	 	 	 	(23,793	)	 	 	11,185	 	
Total Assets	 	$	1,618,422	 	 	$	(1,511,475	)	 	$	106,947	 	
Partners' Capital and Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	
Partners' capital	 	$	12,257	 	 	$	1,190	 	 	$	13,447	 	
Long-term financing obligations	 	 	1,476,130	 	 	 	(1,476,130	)	 	 	—	 	
Regulatory liabilities	 	 	3,610	 	 	 	—	 	 	 	3,610	 	
Other post-employment benefits (OPEB) and other long-term
   liabilities	 	 	9,712	 	 	 	—	 	 	 	9,712	 	
Total capitalization	 	 	1,501,709	 	 	 	(1,474,940	)	 	 	26,769	 	
Current liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts payable and accrued liabilities	 	 	47,179	 	 	 	—	 	 	 	47,179	 	
Current portion of financing obligation	 	 	36,535	 	 	 	(36,535	)	 	 	—	 	
Due to affiliates	 	 	25,279	 	 	 	—	 	 	 	25,279	 	
Short-term borrowings from affiliates	 	 	6,500	 	 	 	—	 	 	 	6,500	 	
Current state margin tax payable	 	 	1,220	 	 	 	—	 	 	 	1,220	 	
Total current liabilities	 	 	116,713	 	 	 	(36,535	)	 	 	80,178	 	
Total Partners' Capital and Liabilities	 	$	1,618,422	 	 	$	(1,511,475	)	 	$	106,947	 	
 
 	 	December 31, 2014	 	
(In thousands)	 	U.S. GAAP
Balance
Sheet	 	 	Failed Sale-
Leaseback
Adjustments	 	 	Non-GAAP
Balance
Sheet	 	
Assets	 	 	 	 	 	 	 	 	 	 	 	 	
Property, plant and equipment, net	 	$	1,230,171	 	 	$	(1,218,938	)	 	$	11,233	 	
Current assets	 	 	74,950	 	 	 	—	 	 	 	74,950	 	
Goodwill	 	 	1,100	 	 	 	—	 	 	 	1,100	 	
Deferred charges - regulatory assets, net	 	 	38,834	 	 	 	(23,793	)	 	 	15,041	 	
Total Assets	 	$	1,345,055	 	 	$	(1,242,731	)	 	$	102,324	 	
Partners' Capital and Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	
Partners' capital	 	$	7,439	 	 	$	8,307	 	 	$	15,746	 	
Long-term financing obligations	 	 	1,218,558	 	 	 	(1,218,558	)	 	 	—	 	
Regulatory liabilities	 	 	3,505	 	 	 	 	 	 	 	3,505	 	
OPEB and other long-term liabilities	 	 	9,006	 	 	 	—	 	 	 	9,006	 	
Total capitalization	 	 	1,238,508	 	 	 	(1,210,251	)	 	 	28,257	 	
Current liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts payable and accrued liabilities	 	 	49,926	 	 	 	—	 	 	 	49,926	 	
Current portion of financing obligation	 	 	32,480	 	 	 	(32,480	)	 	 	—	 	
Due to affiliates	 	 	21,999	 	 	 	—	 	 	 	21,999	 	
Current state margin tax payable	 	 	2,142	 	 	 	—	 	 	 	2,142	 	
Total current liabilities	 	 	106,547	 	 	 	(32,480	)	 	 	74,067	 	
Total Partners' Capital and Liabilities	 	$	1,345,055	 	 	$	(1,242,731	)	 	$	102,324	 	

32

 I t em 3.	Quantitative and Qualitative Disclosures About Market Risk  	
We have floating rate debt under our CREZ term loan and our revolving credit facilities and are exposed to changes in interest rates on this indebtedness. The credit markets have recently experienced historical lows in interest rates. As the overall economy strengthens, it is possible that monetary policy will continue to tighten further, resulting in higher interest rates to counter possible inflation. Interest rates on our floating rate debt and future debt offerings could be higher than current levels, causing our financing costs to increase accordingly.
As of September 30, 2015, the outstanding balance on the CREZ term loan and revolving credit facilities was $408.7 million. A hypothetical increase or decrease in interest rates by 1.00% would have changed our interest expense by $1.0 million and $3.1 million for the three and nine months ended September 30, 2015, respectively.
 I tem 4.	 Controls and Procedures	
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our President, Chief Executive Officer and Director and our Senior Vice President and Chief Financial Officer, we performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15 (e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating these disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, our President, Chief Executive Officer and Director and our Senior Vice President and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting during the quarter ended September 30, 2015 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting. We review our disclosure controls and procedures, which may include internal controls over financial reporting, on an ongoing basis. From time to time, management makes changes to enhance the effectiveness of these controls and ensure that they continue to meet the needs of our business activities over time.

 PART II.  OTHER INFORMATION
 I tem 1.	 Legal Proceedings	
We are not a party to any legal proceedings other than legal proceedings arising in the ordinary course of our business. We do not believe the resolution of these proceedings, individually or in the aggregate, will have a material impact on our business, financial condition or results of operations, liquidity and cash flows.
 I tem 1A.	 Risk Factors	
The risk factor below amends and restates the corresponding risk factor previously disclosed in Part I, Item 1A., Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2015.
Our T&D assets and our tenant’s operations are subject to governmental regulation and oversight that could adversely impact our expected returns and operating results, and we rely upon our tenant to manage these matters.
Under the terms of our leases, our tenant is responsible for all of the regulatory matters associated with our T&D assets, including determining whether the capital expenditures we fund are reasonable and necessary, complying with regulatory, environmental and safety matters and interfacing with various regulatory bodies.
 Our tenant’s rates are regulated by the PUCT and are subject to cost-of-service regulation and annual earnings oversight. Although rate regulation is premised on the timely recovery of prudently incurred costs and the opportunity to earn a reasonable rate of return on invested capital, there is no assurance that the PUCT will determine that all of our rate base can be recovered through our tenant’s rates, or that the PUCT will not otherwise make regulatory determinations that adversely affect our T&D assets or our tenant.
33

The PUCT could determine that capital expenditures were not reasonable and necessary, and that recovery of such expenditures should not be included in our tenant’s rates, or the PUCT could challenge other regulatory judgments that our tenant makes, such as those related to affiliate charges, operations and maintenance expenses, tax elections, rate case expenses, regulatory assets and other matters. Currently, affiliates of our te nant are involved in a regulatory proceeding before the PUCT involving the proposed change of control of Oncor Electric Delivery Company. While neither we nor our tenant are a party to that proceeding, that proceeding as well as its potential outcome could impact the regulatory treatment of our tenant in separate regulatory proceedings to which it is or may become a party. While PUCT determinations would not affect our tenant’s previously negotiated rent obligations to us, they could adversely affect our te nant’s ability to meet its obligations generally, including its obligations to pay us rent pursuant to the leases. Furthermore, if the PUCT made a determination that adversely affected our rate base, and as a result, our tenant was unable to meet its rent obligations to us and we terminated the related lease, it is unlikely that the replacement tenant would be willing to pay us rent for anything other than the PUCT approved rate base amount. Also, if the PUCT makes a determination that adversely affects the amount of our rate base, we may need to take accounting charges that impair our assets, which could further adversely affect our results of operations and financial condition.
We and our tenant are subject to periodic rate cases. In connection with the 2014 rate case settlement, Sharyland agreed to bring another rate case during 2016 based on a 2015 test year. The outcome of the 2016 rate case is unknown, but if Sharyland’s rates are reduced or if existing regulatory parameters are reduced, our lease revenue, and the fair market value of our T&D assets, will be adversely affected. In addition, on March 30, 2015 the PUCT initiated a project regarding complaints from ratepayers in Sharyland’s service territory. In connection with the project initiated by the PUCT, in September 2015 the PUCT staff issued a report to the PUCT on the historical background underlying Sharyland’s rates. No definitive action was recommended by the PUCT staff in the report and the PUCT has taken no formal action with respect to Sharyland’s rates. There is no definitive timeline for the project and the potential outcome is impossible to predict at this time.
In addition, our T&D assets and our tenant’s operations are subject to U.S. federal, state and local laws and regulation, including laws and regulations related to regulatory, environmental and human health and safety matters. We generally rely on our tenant to ensure compliance with these laws and rules, and, generally, our tenant is required under our leases to remedy the effect of any non-compliance during the term of the applicable lease. Compliance with the requirements under these various regulatory regimes may cause us or our tenant to incur significant additional costs, and failure to comply with these requirements could result in the shutdown of the non-complying assets, the imposition of liens, fines and/or civil or criminal liability. Utility operations may also be affected by legislative and regulatory changes, as well as changes to market design, market rules, tariffs and cost allocation by ERCOT, the PUCT or FERC. Further, for regulatory reasons, we may be forced to sell certain of our assets or to swap assets with another utility in order to improve service performance. We cannot predict what effect any such changes in the regulatory environment will have on us or Sharyland’s operations. Furthermore, under some of our leases, we indemnify our tenant for environmental liabilities that materialized prior to the date we acquired the property. Although in some instances we are indemnified by the prior owner of such property, any material expenditures, fines or damages that we must pay, including pursuant to the indemnity given to our tenant, would adversely affect our results of operations and financial condition.
There have been no other material changes in our risk factors during the nine months ended September 30, 2015 from those previously disclosed in Part 1, Item 1A., Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. You should carefully consider the risk factors discussed in our 2014 Form 10-K and above, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
 I tem 2.	 Unregistered Sales of Equity Securities and Use of Proceeds	
None.
 I tem 3.	 Defaults Upon Senior Securities	
None.
 I tem 4.	 Mine Safety Disclosure	
Not applicable.
 I tem 5.	 Other Information	
None.
34

 I tem 6.	Exhibits  	

Exhibit
Number	 	 	 	Description	
 	 	 	 	 	
3.1	 	—	 	Articles of Restatement of the Registrant (filed as exhibit 3.3 to the Company’s Current Report on Form 8-K dated March 9, 2015 and filed March 10, 2015 and incorporated herein by reference).	
 	 	 	 	 	
3.2	 	—	 	Amended and Restated Bylaws of the Registrant (filed as exhibit 3.5 to Amendment No. 1 to the Company’s Registration Statement on Form S-11 filed December 31, 2014 and incorporated herein by reference).	
 	 	 	 	 	
10.1*	 	—	 	First Amendment, Direction and Consent, dated as of September 28, 2015, to the Third Amended and Restated Credit Agreement, dated as of December 10, 2014, by and among Sharyland Distribution & Transmission Services, L.L.C., the several lenders from time to time parties thereto and Royal Bank of Canada, as administrative agent.	
 	 	 	 	 	
10.2*	 	—	 	Fourth Amendment, dated as of September 28, 2015, to the Amended and Restated Note Purchase Agreement, dated as of July 13, 2010, between Sharyland Distribution & Transmission Services, L.L.C. and The Prudential Insurance Company of America.	
 	 	 	 	 	
10.3*	 	—	 	Fourth Amendment, dated as of September 28, 2015, to the Amended and Restated Note Purchase Agreement, dated as of September 14, 2010, among Sharyland Distribution and Transmission Services, L.L.C. and The Prudential Insurance Company of America, Prudential Retirement Insurance and Annuity Company.	
 	 	 	 	 	
31.1*	 	—	 	Rule 13A-14(a)/15d-14(a) Certification of Chief Executive Officer	
 	 	 	 	 	
31.2*	 	—	 	Rule 13A-14(a)/15d-14(a) Certification of Chief Financial Officer	
 	 	 	 	 	
32.1*	 	—	 	Section 1350 Certification of Chief Executive Officer	
 	 	 	 	 	
32.2*	 	—	 	Section 1350 Certification of Chief Financial Officer	
 	 	 	 	 	
99.1*	 	—	 	Consolidated Financial Statements of Sharyland Utilities, L.P. as of September 30, 2015	
 	 	 	 	 	
101.INS*	 	—	 	XBRL Instance Document	
 	 	 	 	 	
101.SCH*	 	—	 	XBRL Taxonomy Extension Schema Document	
 	 	 	 	 	
101.CAL*	 	—	 	XBRL Taxonomy Extension Calculation Linkbase Document	
 	 	 	 	 	
101.DEF*	 	—	 	XBRL Taxonomy Extension Definition Linkbase Document	
 	 	 	 	 	
101.LAB*	 	—	 	XBRL Taxonomy Extension Labels Linkbase Document	
 	 	 	 	 	
101.PRE*	 	—	 	XBRL Taxonomy Extension Presentation Linkbase Document	
 	*	Filed herewith.	

 
35

 S IGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 	InfraREIT, Inc.	
 	(Registrant)	
 	 
/s/ David A. Campbell	
 	David A. Campbell	
Date: November 6, 2015	President, Chief Executive Officer and Director	
 	 
/s/ Brant Meleski	
 	Brant Meleski	
Date: November 6, 2015	Senior Vice President and Chief Financial Officer	
 
36

Exhibit 10.1
Execution Version
FIRST AMENDMENT, DIRECTION AND CONSENT
This FIRST AMENDMENT, DIRECTION AND CONSENT, dated as of September 25, 2015 (this “ Amendment ”) amends that certain Third Amended and Restated Credit Agreement, dated as of December 10, 2014 (the “ Credit Agreement ”), by and among SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C. (the “ Borrower ”), the several banks and other financial institutions or entities from time to time parties thereto (the “ Lenders ”), and Royal Bank of Canada, as administrative agent (in such capacity, the “ Administrative Agent ”), 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 (as amended by this Amendment) and the rules of interpretation set forth therein shall apply to this Amendment.
RECITALS
WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent are parties to the Credit Agreement;
WHEREAS, in connection with the Credit Agreement, the Borrower and the Administrative Agent entered into that certain Second Amended and Restated Collateral Agency Agreement, dated as of December 10, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Collateral Agency Agreement ”), among the Borrower, the holders (or agents thereof) of Permitted Secured Indebtedness from time to time party thereto, and The Bank of New York Mellon Trust Company, N.A., acting in its capacity as collateral agent for itself and the other Secured Parties (in such capacity, the “ Collateral Agent ”);
WHEREAS, in connection with the Collateral Agency Agreement and as collateral for the Borrower’s obligations under the Credit Agreement, the Collateral Agent has previously entered into that certain Security Agreement, dated as of December 10, 2014 (the “ Security Agreement ”), between the Borrower and the Collateral Agent;
WHEREAS, the Borrower has requested that the Required Lenders and the Administrative Agent amend the Credit Agreement as more fully described herein;
WHEREAS, the Borrower has further requested that the Required Lenders (i) consent to the termination and release of any and all liens and security interests granted in the Security Agreement with respect to all Collateral (as defined therein) other than Collateral (as defined in the below-defined Amended and Restated Security Agreement) (all such Collateral to be released, the “ Released Collateral ”) and (ii) direct the Administrative Agent, on behalf of the Lenders, to direct the Collateral Agent to enter into (A) a partial release (the “ Partial Release ”) pursuant to which the Collateral Agent will release the liens and security interests granted in the Security Agreement with respect to the Released Collateral and (B) an Amended and Restated Security Agreement (the “ Amended and Restated Security Agreement ”), pursuant to which the Collateral Agent will amend and restate the provisions of the Security Agreement in connection with the release of the Released Collateral;
WHEREAS, in connection with the Collateral Agency Agreement and as further collateral for the Borrower’s obligations under the Credit Agreement, the 2009 NPA and the 2010 NPA, the Collateral Agent has previously entered into the deeds of trust described on Schedule I hereto (collectively, the “ Deeds of Trust ”);
WHEREAS, the Borrower has requested that the Collateral Agent execute and deliver an amendment to each Deed of Trust (each, a “ Deed of Trust Amendment ”), pursuant to which each Deed of Trust will be amended, among other things, to reflect certain changes in the “Mortgaged Property” as defined therein;
WHEREAS, the Required Lenders are willing to agree to such amendments and provide such consent and direction, but only upon the terms and subject to the conditions set forth herein;
NOW THEREFORE, in consideration of the mutual agreement herein contained and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendments to the Credit Agreement . The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the bold underlined text (indicated textually in the same manner in the following example: underlined text ), as set forth in the Credit Agreement as attached hereto as Annex A.

 

2. Conditions to the Amendment Effective Date . This Amendment shall become effective as of the date first set forth above (the “ Amendment Effective Date ”) which shall be a date after the Required Lenders, the Administrative Agent and the Borrower shall have executed and delivered counterparts of this Amendment.
3. Consent and Direction to Administrative Agent .  In accordance with Section 12.12 of the Credit Agreement, the Lenders party hereto, constituting Required Lenders under the Credit Agreement, hereby:
 	a.	consent to the termination and release of the liens and security interests created under the Security Agreement in respect of any and all Released Collateral and the amendment and restatement of the Security Agreement in connection therewith;	
 	b.	direct the Administrative Agent, and the Administrative Agent hereby agrees, (i) to execute and deliver to the Collateral Agent a Direction Letter to the Collateral Agent in substantially the form attached hereto as Exhibit A, (ii) to execute and deliver the Amended and Restated Security Agreement, substantially in the form attached hereto as Exhibit B, (iii) to terminate and release any and all security interests in and liens on the Released Collateral granted thereunder, (iv) to do, execute and deliver, or cause to be done, executed and delivered all such further acts, instruments, documents and agreements as may be reasonably requested by the Borrower (at the expense of the Borrower), which may be necessary or desirable in order to evidence or effectuate the Partial Release or the termination and release of all liens and security interests on the Released Collateral and (v) to authorize the Borrower to amend or terminate, as necessary, any and all existing UCC-1 financing statements filed by Collateral Agent to date which relate to any of the Released Collateral;	
 	c.	consent to the changes to the “Mortgaged Property” as defined in the Deeds of Trust and to the other amendments to the Deeds of Trust as more fully described in the Deed of Trust Amendments;	
 	d.	authorize and direct the Collateral Agent, at the sole cost and expense of the Borrower, to execute and deliver each Deed of Trust Amendment, each in substantially the form attached hereto as Exhibit C; and	
 	e.	authorize and direct the Collateral Agent, at the sole expense of the Borrower, to authorize the Borrower to file new UCC financing statements, as the Secured Parties (as defined in the Collateral Agency Agreement) and the Borrower deem necessary, in connection with the Deed of Trust Amendments.	
4. Representations and Warranties of the Borrower . In order to induce the Administrative Agent and the Required Lenders to enter into this Amendment, the Borrower hereby represents and warrants that:
 	a.	The Borrower has the requisite power and authority to execute, deliver and carry out the terms and provisions of this Amendment and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment.  The Borrower has duly executed and delivered this Amendment, and this Amendment constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).	
 	b.	The execution, delivery and performance by the Borrower of this Amendment do not and will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Borrower under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or limited partnership or limited liability company agreement, or any other agreement or instrument to which the Borrower is bound or by which the Borrower or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Borrower or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Borrower, which in the case of any of the foregoing clauses (i) through (iii), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.	
 	c.	No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Borrower of this Amendment.	
 	d.	No Default or Event of Default has occurred and is continuing on the date hereof or after giving effect to the amendment contemplated herein.	
2

5. Continuing Effect of Financing Documents . Except as expressly set forth herein, this Amendment shall not constitute an amendment or waiver of any provision of the Credit Agreement and shall not be construed as an amendment, waiver or consent to any further or future action on the part of the Borrower that would require an amendment, waiver or consent under the Credit Agreement.  Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. This Amendment shall be deemed a Credit Document for purposes of the Credit Agreement.
6. Fees . In accordance with Section 12.1 of the Credit Agreement, the Borrower shall pay the fees, charges and disbursements of the Administrative Agent's special counsel in connection with this Amendment.
7 . Counterparts . This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.  Delivery of an executed counterpart of a signature page to this Amendment by telecopy or electronic transmission shall be effective as the delivery of a manually executed counterpart of this Amendment.
8. Severability . If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
9. Integration . This Amendment and the other Credit Documents represent the agreement of the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Borrower, the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.
10. GOVERNING LAW .  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Signatures on Following Page]

 
3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
 
BORROWER	
 	
SHARYLAND DISTRIBUTION &
TRANSMISSION SERVICES, L.L.C.	
 	 	 	
By:	 	/s/ Kristin Boyd	
 	 	Kristin Boyd	
 	 	Vice President and Treasurer	
Signature Page to First Amendment, Direction and Consent to Third Amended and Restated Credit Agreement

 
ROYAL BANK OF CANADA, as Administrative Agent	
 	 	 	
By:	 	/s/ Ann Hurley	
 	 	Ann Hurley	
 	 	Manager, Agency	

 

 
 
ROYAL BANK OF CANADA, as a Lender	
 	 	 	
By:	 	/s/ William J. Caggiano	
 	 	William J. Caggiano	

 
 
Amegy Bank NA,
As a Lender	
 	 	 	
By:	 	/s/ Daniel L. Cox	
Name:	 	Daniel L. Cox	
Title:	 	Senior Vice President	

 
 
BANK OF AMERICA, N.A.,
as a Lender	
 	 	 	
By:	 	/s/ William Merritt	
Name:	 	William Merritt	
Title:	 	Vice President	

 
 
CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK BRANCH	
 	 	 	
By:	 	/s/ Anju Abraham	
Name:	 	Anju Abraham	
Title:	 	Authorized Signatory	
 	 	 	
By:	 	/s/ Josh Hogarth	
Name:	 	Josh Hogarth	
Title:	 	Authorized Signatory	

 
 
Citibank, N.A.	
 	
By:	 	/s/ Damien Lipke	
Name:	 	Damien Lipke	
Title:	 	Vice President	

 
 
DNB Capital LLC	
By:	 	/s/ Elnar Gulstad	
Name:	 	Elnar Gulstad	
Title:	 	Senior Vice President	
 	 	 	
By:	 	/s/ Joe Hykle	
Name:	 	Joe Hykle	
Title:	 	Senior Vice President	

 
 
MIZUHO BANK, Ltd.	
 	 	 	
By:	 	/s/ Leon Mo	
Name:	 	Leon Mo	
Title:	 	Authorized Signatory	

 
 
SOCIETE GENERALE,
as a Lender	
By:	 	/s/ Yao Wang	
Name:	 	Yao Wang	
Title:	 	Director	

 
 
 THE BANK OF NOVA SCOTIA	
 	 	 	
By:	 	/s/ David Dewar	
Name:	 	David Dewar	
Title:	 	Director	

 
 
Wells Fargo Bank, National Association	
 	 	 	
By:	 	/s/ Yann Blindert	
Name:	 	Yann Blindert	
Title:	 	Director	

 
 
MORGAN STANLEY BANK, N.A.	
 	 	 	
By:	 	/s/ Dmitriy Barskiy	
Name:	 	Dmitriy Barskiy	
Title:	 	Authorized Signatory	

 
 
Sumitomo Mitsui Banking Corporation, New York
Branch	
 	 	 	
By:	 	/s/ James D. Weinstein	
Name:	 	James D. Weinstein	
Title:	 	Managing Director	

 
 
UBS AG, STAMFORD BRANCH	
 	 	 	
By:	 	/s/ Darlene Arias	
Name:	 	Darlene Arias	
Title:	 	Director	
 	 	 	
By:	 	/s/ Craig Pearson	
Name:	 	Craig Pearson	
Title:	 	Associate Director	

 

 
Exhibit A
Direction Letter to Collateral Agent
[see attached]

 
DIRECTION LETTER TO COLLATERAL AGENT
[     ], 2015
This DIRECTION LETTER TO COLLATERAL AGENT (this “ Direction Letter ”) is by and among Sharyland Distribution & Transmission Services, L.L.C., a Texas limited liability company (the “ Borrower ”), the Secured Parties (or their agents) parties hereto and The Bank of New York Mellon Trust Company, N.A., as collateral agent to the Secured Parties (in such capacity, the “ Collateral Agent ”).
W I T N E S S E T H :
WHEREAS, the Borrower is a party to (A) that certain Third Amended and Restated Credit Agreement dated as of December 10, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) among the Borrower, the several lenders from time to time party thereto and Royal Bank of Canada, as administrative agent to the lenders thereunder (in such capacity, the “ Administrative Agent ”), (B) that certain Amended and Restated Note Purchase Agreement dated as of September 14, 2010 (as amended, restated, supplemented and otherwise modified from time to time, the “ 2009 NPA ”) among the Borrower and the holders of the notes issued thereunder (the “ 2009 Holders ”) and (C) that certain Amended and Restated Note Purchase Agreement dated as of July 13, 2010 (as amended, restated, supplemented and otherwise modified from time to time, the “ 2010 NPA ”) among the Borrower and the holders of the notes issued thereunder (the “ 2010 Holders ”);
WHEREAS, the Administrative Agent, the 2009 Holders and the 2010 Holders are parties to the Second Amended and Restated Collateral Agency Agreement dated as of December 10, 2014 (the “ Collateral Agency Agreement ”; capitalized terms used herein but not otherwise defined shall have the respective meanings provided such terms in the Collateral Agency Agreement) among the Collateral Agent, the Borrower, the 2009 Holders, the 2010 Holders, and the Administrative Agent, for the benefit of itself and the lenders under the Credit Agreement;
WHEREAS, in connection with the Collateral Agency Agreement and as collateral for the Borrower’s obligations under the Credit Agreement, the 2009 NPA and the 2010 NPA, the Collateral Agent has previously entered into that certain Security Agreement, dated as of December 10, 2014 (the “ Security Agreement ”), between the Borrower and the Collateral Agent;
WHEREAS, the Borrower has requested, and the Secured Parties have agreed, that the Collateral Agent execute and deliver (i) a partial release (the “ Partial Release ”), pursuant to which the Collateral Agent will terminate and release any and all liens and security interests granted in the Security Agreement with respect to all Collateral (as defined therein) other than Collateral (as defined in the below-defined Amended and Restated Security Agreement) (all such Collateral to be released, the “ Released Collateral ”) and (ii) an Amended and Restated Security Agreement (the “ Amended and Restated Security Agreement ”), pursuant to which the Collateral Agent will  amend and restate the provisions of the Security Agreement in connection with the release of the Released Collateral;
WHEREAS, in connection with the Collateral Agency Agreement and as further collateral for the Borrower’s obligations under the Credit Agreement, the 2009 NPA and the 2010 NPA, the Collateral Agent has previously entered into the deeds of trust described on Schedule I hereto (collectively, the “ Deeds of Trust ”);
WHEREAS, the Borrower has requested, and the Secured Parties have agreed, that the Collateral Agent execute and deliver an amendment to each Deed of Trust (each, a “ Deed of Trust Amendment ”), pursuant to which each Deed of Trust will be amended, among other things, to reflect certain changes in the “Mortgaged Property” as defined therein; and
WHEREAS, the Secured Parties party hereto (other than the Collateral Agent), constituting all of the Secured Parties necessary to grant the direction and consent set forth herein below, desire to grant such direction and consent.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 
1. LIMITED CONSENT AND DIRECTION BY SECURED PARTIES . In accordance with Sections 5.2, 6.1 and 13 of the Collateral Agency Agreement, the Secured Parties party to this Direction Letter, which Secured Parties constitute all of the Secured Parties hereby:
 	a.	consent to the termination and release of the liens and security interests created under the Security Agreement in respect of any and all Released Collateral and the amendment and restatement of the Security Agreement in connection therewith;	
 	b.	authorize and direct the Collateral Agent, at the sole cost and expense of the Borrower, (i) to execute and deliver the Partial Release, substantially in the form attached hereto as Exhibit A , (ii) to execute and deliver the Amended and Restated Security Agreement, substantially in the form attached hereto as Exhibit B , (iii) to terminate and release without recourse or warranty any and all security interests in and liens on the Released Collateral granted under the Security Agreement by executing and delivering (at the expense of the Borrower) such documents as shall be prepared by the Borrower for that purpose, (iv) to do, execute and deliver, or cause to be done, executed and delivered all such further acts, instruments, documents and agreements as may be reasonably requested by the Borrower (at the expense of the Borrower), which may be necessary or desirable in order to evidence or effectuate the Partial Release or the termination and release of all liens and security interests on the Released Collateral and (v) to authorize the Borrower to amend or terminate, as necessary, any and all existing UCC-1 financing statements filed by or on behalf of Collateral Agent to date which relate to any of the Released Collateral;	
 	c.	consent to the changes to the “Mortgaged Property” as defined in the Deeds of Trust and to the other amendments to the Deeds of Trust as more fully described in the Deed of Trust Amendments;	
 	d.	authorize and direct the Collateral Agent, at the sole cost and expense of the Borrower, to execute and deliver each Deed of Trust Amendment, each in substantially the form attached hereto as Exhibit C ; and	
 	e.	authorize and direct the Collateral Agent, at the sole expense of the Borrower, to authorize the Borrower to file new UCC financing statements, as the Secured Parties and the Borrower deem necessary, in connection with the Deed of Trust Amendments.	
The parties hereto acknowledge and agree that the Collateral Agent shall be a third party beneficiary of this Section 1 of this Direction Letter.
2. REPRESENTATIONS AND WARRANTIES OF THE BORROWER . In order to induce the undersigned Secured Parties to enter into this Direction Letter, the Borrower hereby represents and warrants to the Secured Parties party hereto that no default or other right of enforcement or acceleration under a Financing Agreement or Event of Default has occurred and is continuing on the date hereof.  In order to induce the Collateral Agent to take the actions requested in Section 1(b) hereof, the Borrower hereby represents and warrants to the Collateral Agent that no default or other right of enforcement or acceleration under a Financing Agreement or Event of Default has occurred and is continuing on the date hereof.
3. CONTINUING EFFECT OF CREDIT DOCUMENTS . Except as expressly set forth herein, this Direction Letter shall not constitute an amendment or waiver of any provision of the Credit Agreement, the 2009 NPA or the 2010 NPA, as applicable, and shall not be construed as an amendment, waiver or consent to any further or future action on the part of the Borrower that would require an amendment, waiver or consent of any Secured Party.  Except as expressly waived hereby, the provisions of the Credit Agreement, the 2009 NPA or the 2010 NPA are and shall remain in full force and effect. This Direction Letter shall be deemed a Credit Document for purposes of the Credit Agreement and a Financing Document for purposes of each of the 2009 NPA and the 2010 NPA.
4. FEES .
 	a.	In accordance with Section 12.1 of the Credit Agreement, the Borrower shall pay the fees, charges and disbursements of the Administrative Agent’s special counsel in connection with this Direction Letter.	
 	b.	In accordance with Section 15.1 of the 2009 NPA, the Borrower shall pay the fees, charges and disbursements of the 2009 Holders’ special counsel in connection with this Direction Letter.	
 	c.	In accordance with Section 15.1 of the 2010 NPA, the Borrower shall pay the fees, charges and disbursements of the 2010 Holders’ special counsel in connection with this Direction Letter.	
 	d.	In accordance with Section 2.8 of the Collateral Agency Agreement, the Borrower shall pay the fees, charges and disbursements of the Collateral Agent’s special counsel in connection with this Direction Letter	

 
5. COUNTERPARTS . This Direction Letter may be executed by one or more of the parties hereto in any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page to this Direction Letter by facsimile or electronic transmission shall be effective as the delivery of a manually executed counterpart of this Direction Letter.
6. SEVERABILITY . Any provision of this Direction Letter which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
7. INTEGRATION . This Direction Letter represents the agreement of the Borrower, the Secured Parties and the Collateral Agent with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Borrower, the Secured Parties or the Collateral Agent relative to the subject matter hereof not expressly set forth or referred to herein.
8. GOVERNING LAW . THIS DIRECTION LETTER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS DIRECTION LETTER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
[Remainder of page intentionally left blank]

 

 
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Direction Letter as of the date first above written.
 
 	SHARYLAND DISTRIBUTION &
TRANSMISSION SERVICES, L.L.C.,
as the Borrower	
 	 	 	 	
 	By:	 	
 	Name:	 	 	
 	Title:	 	 	

Signature Page to Direction Letter to Collateral Agent

 
 
 	SECURED PARTIES	
 	 	
 	ROYAL BANK OF CANADA, as
Administrative Agent	
 	 	 	 	
 	By:	 	
 	Name:	 	 	
 	Title:	 	 	
 	 	 	 	
 	THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, as a 2009 Holder	
 	 	 	 	
 	By:	 	 	
 	Name:	 	 	
 	Title:	 	 	
 	 	 	 	
 	PRUDENTIAL RETIREMENT INSURANCE
AND ANNUITY COMPANY, as a 2009 Holder	
 	 	 	 	
 	By:	 	Prudential Investment Management, Inc., as
investment manager	
 	 	 	 	
 	By:	 	
 	Name:	 	 	
 	Title:	 	 	
 	 	 	 	
 	THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, as 2010 Holder	
 	 	
 	By:	 	
 	Name:	 	 	
 	Title:	 	 	

 	 	 	 	

 
ACKNOWLEDGED AND AGREED:
 
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Collateral Agent	 	

By:	 	 	 	
Name:	 	 	 	
Title:	 	 	 	

 

 
EXHIBIT B
Amended and Restated Security Agreement
[see attached]

 

AMENDED AND RESTATED SECURITY AGREEMENT
This AMENDED AND RESTATED SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “ Agreement ”), dated as of [_], 2015, is by and between Sharyland Distribution & Transmission Services, L.L.C., a Texas limited liability company (the “ Company ”), and The Bank of New York Mellon Trust Company, N.A., in its capacity as collateral agent (together with its successors and permitted assigns in such capacity, the “ Collateral Agent ”), for the benefit of the Secured Parties.
RECITALS :
The Company is party to that certain Second Amended and Restated Collateral Agency Agreement dated as of December 10, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Collateral Agency Agreement ”), by and among the Company, the Collateral Agent and the Secured Parties (as defined therein)  from time to time party thereto;
In connection with the Collateral Agency Agreement, the Collateral Agent previously entered into that certain Security Agreement, dated as of December 10, 2014 (the “ Original Security Agreement ”), between the Company and the Collateral Agent.
The Company has requested that the Collateral Agent amend and restate the Original Security Agreement as more fully described herein.
The Company and the Collateral Agent therefore agree as follows:
ARTICLE I
DEFINITIONS
1.1. Definitions. Capitalized defined terms used in this Agreement and not otherwise defined in this Agreement have the meanings given to those terms in the Collateral Agency Agreement, or if not defined in the Collateral Agency Agreement, in the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction (the “ UCC ”).  However, if a term is defined in Article 9 of the UCC differently from another Article of the UCC, the term has the meaning specified in Article 9.
ARTICLE II
ASSIGNMENT AND GRANT OF SECURITY INTEREST
2.1. Grant. As collateral security for the prompt and complete payment and performance when due of the Obligations, the Company assigns, conveys, mortgages, pledges, hypothecates and transfers to the Collateral Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing lien on and security interest in, all of the Company’s right, title and interests, whether now owned or hereafter acquired or arising, in and to all Deposit Accounts and Securities Accounts and any cash, deposits, Financial Assets or Securities Entitlements credited thereto (collectively, the “ Collateral ”).
2.2. Continuing Security Interest. This Agreement creates a continuing security interest in the Collateral and will remain in full force and effect until the indefeasible payment in full in cash of the Obligations (other than contingent obligations).  If, at any time for any reason (including the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company, any guarantor, or any other Person or the appointment of any intervenor or conservator of, or agent or similar official for the Company, any guarantor or any other Person or any of their respective properties), any payment received by the Collateral Agent or any Secured Party in respect of the Obligations is rescinded or must otherwise be restored or returned by such Person, this Agreement will continue to be effective or will be reinstated, if necessary, as if such payment had not been made.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
3.1. Perfection Certificate. The Company has delivered to the Collateral Agent and each Secured Party a completed Perfection Certificate in the form attached hereto as Exhibit A, which is true and correct in all material respects as of the date hereof.
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3.2. Contractual Obligations; Authorization to File UCC Statements.
(a) The Company agrees that:
(i) its liabilities and obligations under any contracts to which it is a party  and that constitute part of the Collateral will not be released or terminated by this Agreement or the exercise by the Collateral Agent of its rights under this Agreement;
(ii) unless it expressly agrees in writing, neither the Collateral Agent nor any Secured Party will have any liabilities or obligations under any contractual obligation of the Company as a result of this Agreement, the exercise by the Collateral Agent of rights under this Agreement or otherwise; and
(iii) neither the Collateral Agent nor any Secured Party has any obligation to collect or enforce any contractual obligation or claim which constitutes part of the Collateral, or to take any other action with respect to the Collateral except as expressly set forth in this Agreement and the other Financing Agreements.
(b) Subject to Section 6.1 hereof, the Company authorizes the Collateral Agent and each Secured Party, at any time and from time to time, to give notice to any Person of this Agreement and of the assignment of the Collateral to the Collateral Agent, for the benefit of the Secured Parties, and of the Collateral Agent’s lien on and security interest in the Collateral.  The Company further irrevocably authorizes the Collateral Agent, at any time and from time to time, to file in any UCC jurisdiction any financing statements and amendments thereto that describe the Collateral as described in Section 2.1 and contain other information required by the UCC for the sufficiency of any financing statement or amendment.  The Company agrees to furnish any information necessary to prepare such financing statements and amendments to the Collateral Agent and each Secured Party upon request.  The Company also ratifies its authorization for the Collateral Agent to have filed in any UCC jurisdiction any like financing statements or amendments as set forth in this Section 3.2(b) , thereto if filed prior to the date hereof.  Notwithstanding the foregoing, nothing herein shall require the Collateral Agent to file financing statements or continuation statements or be responsible for maintaining the security interest purported to be created as described herein, and such responsibility shall be solely the Company’s.
ARTICLE IV
RIGHTS AND REMEDIES
4.1. Collections Prior to Default. Until the occurrence of an Enforcement Event, the Company will collect with diligence, and at its own expense, any and all proceeds and amounts in respect of the Collateral in the ordinary course of business.  Upon the occurrence and during the continuance of an Event of Default, or after an exercise of remedies by the Collateral Agent, any such collections made by the Company will be held in trust for the Collateral Agent, and the Company will keep all such collections separate and apart from all other funds and property so as to be capable of identification as the property of the Collateral Agent and will deliver to the Collateral Agent such collections at such time as the Collateral Agent may request upon the occurrence of an Enforcement Event in the identical form received, properly endorsed or assigned when required to enable the Collateral Agent to complete collection thereof.
4.2. Collateral Agent’s Rights Upon the Occurrence of an Enforcement Event. Upon the occurrence of an Enforcement Event and subject to any required regulatory approvals, the Collateral Agent may, but shall not be obligated to, in its sole discretion, take any or all of the following actions, in each case at the Company’s expense and without prior notice except as required under applicable law, any Collateral Document or otherwise set forth below:
(a) give a copy of the written demand for Enforcement to any Person requiring such copy, collect proceeds and amounts in respect of the Collateral, and enforce all rights of the Company in the Collateral;
(b) take possession of any or all of the Collateral, wherever it may be found, using reasonable force to the extent permitted under applicable law, to do so, and hold, store, repair, improve, operate and manage the same;
(c) foreclose its lien upon any or all of the Collateral;
(d) upon 10 days’ prior written notice to the Company of the time and place (as further set forth in Section 4.5(d) ), sell, lease, or otherwise dispose of any or all of the Collateral at public or private sale, with or without having any or all of the Collateral at the place of sale, upon terms, in such manner, at such time or times, and at such place or places as the Collateral Agent may reasonably determine and as required by law; and
(e) exercise any or all other rights or remedies available to the Collateral Agent under applicable law or the other Collateral Documents.
Subject to the terms of the Collateral Agency Agreement, the Collateral Agent may exercise the foregoing rights and remedies in such order, at such times and in such manner as the Collateral Agent may, in its sole and exclusive judgment, determine from time to time.
-3-

4.3. Power of Attorney. The Company irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, each with full power of substitution, as the Company’s true and lawful attorney-in-fact, in the Company’s name or in such Person’s name or otherwise, and at the Company’s expense, to take any or all of the following actions, without notice to or the consent of the Company:
(a) upon the occurrence of an Enforcement Event, take any or all of the actions described in Section 4.2 of this Agreement, and exercise any other right or power granted to the Collateral Agent under this Agreement or any other Collateral Document or by law;
(b) upon the occurrence of an Event of Default, endorse or execute and deliver any check, draft, note, acceptance, or instrument, document, contract, agreement, receipt, release, bill of lading, invoice, endorsement, assignment, bill of sale, deed or instrument of conveyance or transfer constituting or relating to any Collateral; provided that none of the foregoing actions shall be taken in connection with an Enforcement until the occurrence of an Enforcement Event;
(c) upon the occurrence of an Event of Default, assert, institute, file, defend, settle, compromise or adjust any claim constituting or relating to any Collateral; provided that none of the foregoing actions shall be taken in connection with an Enforcement until the occurrence of an Enforcement Event;
(d) upon the occurrence of an Event of Default, perform or comply with any contractual obligation that constitutes part of the Collateral; and
(e) upon the occurrence of an Event of Default, do any and all things necessary and proper to carry out the purposes of this Agreement.
The Company recognizes and agrees that the power of attorney granted pursuant to this Section 4.3 is coupled with an interest and is not revocable until the termination of this Agreement in accordance with its terms.  The Company ratifies and confirms all actions taken by the Collateral Agent or its agents pursuant to this power of attorney.  The Collateral Agent shall exercise the power of attorney granted hereunder subject to required regulatory approvals.
4.4. Other Rights of Collateral Agent.
(a) The Collateral Agent will have, for the benefit of the Secured Parties, with respect to the Collateral, in addition to the rights and remedies set forth in this Agreement, all of the rights and remedies available to a secured party under the Deeds of Trust, any other Collateral Documents and applicable law (and limited to the extent that such rights and remedies may be subject to any required regulatory approvals).
(b) The Collateral Agent may at any time and from time to time release or relinquish any right, remedy or lien it has with respect to a particular item of Collateral without thereby releasing, relinquishing or in any way affecting its rights, remedies or lien with respect to any other item of Collateral.
4.5. Disposition of Collateral.
(a) Upon request by the Collateral Agent or the Required Secured Parties after the occurrence and during the continuation of an Event of Default, the Company agrees, promptly and at its own expense, to assemble any or all of the Collateral and upon the occurrence of an Enforcement Event make it available to the Collateral Agent.
(b) Upon the occurrence of an Enforcement Event  and subject to the requirements of Section 4.2(d) , the Collateral Agent will be entitled to sell the Collateral on any commercially reasonable terms, and the Company agrees that a private sale or a sale on extended payment terms, or in exchange for property, stock or other consideration will not in and of itself be deemed to be commercially unreasonable.  The Collateral may be sold in one lot as an entirety or in separate parcels.  Any Secured Party may purchase any or all of the Collateral sold at any public sale and, to the extent permitted by applicable law, may purchase any or all of the Collateral sold at any private sale, including by a credit bid.
(c) The Collateral Agent may, in its sole discretion, restrict the prospective bidders or purchasers at any sale as to their number, nature of business, financial or business expertise, net worth or financial resources and investment intention or on the basis of any other factors that are commercially reasonable.  Any sale of Collateral may be subject to the requirement that any purchase of all or any part of the Collateral constituting a security for purposes of the Securities Act of 1933 or the Securities Exchange Act of 1934 must be for the purpose of investment and without any intention to make a distribution thereof.
-4-

(d) The Company expressly agrees that the Collateral Agent need not give more than 10 days’ notice to the Company of the time and place of any public sale of Collateral or of the time after which a private sale of Collateral may take place, and that such notice will constitute reasonable notice under all circumstances.  The Collateral Agent will not be obligated to hold any sale pursuant to any such notice and may, without notice or publication, adjourn any public or private sale by announcement at the time and place fixed for such sale, and a subsequent sale may be held at the time and place designated in such announcement without further notice or publication.  To the extent permitted by applicable law, the Company irrevocably waives any right it may have to make a demand of performance or other demand, advertisement, judicial hearing or notice to it or any other Person in connection with the collection, sale or other disposition of, or realization upon, Collateral.
(e) Upon the occurrence of an Enforcement Event, before any sale or disposition of Collateral, the Collateral Agent at its option may cause any or all of such Collateral to be improved, repaired or reconditioned in such manner and to such extent as the Collateral Agent may request.  The Collateral Agent may also settle, pay or discharge any or all taxes, liens, claims and other charges with respect to Collateral, and may procure or continue insurance with respect to Collateral.  All sums expended by the Collateral Agent pursuant to this Section 4.5(e) will constitute Obligations secured by the liens created hereunder and under any other Collateral Document.  Neither the Collateral Agent nor any other Secured Party will have any duty to take any action authorized by this Section 4.5(e), and no sale of Collateral will be deemed to have been commercially unreasonable by reason of the Collateral Agent’s decision not to take any such action.
4.6. No Marshaling or Right of Redemption.
(a) Except to the extent required by applicable law, neither the Collateral Agent nor any other Secured Party will be required to marshal any Collateral or any guaranties of the Obligations, or to resort to any item of Collateral or any guaranty in any particular order, and the Collateral Agent’s rights with respect to the Collateral and any guaranties will be cumulative and in addition to all other rights, however existing or arising.  To the extent permitted by applicable law, the Company irrevocably waives, and agrees that it will not invoke or assert, any law requiring or relating to the marshaling of collateral or any other law which might cause a delay in or impede the enforcement of the Collateral Agent’s rights under this Agreement or any other Collateral Document.
(b) To the extent permitted by applicable law, the Company irrevocably waives, and agrees that it will not invoke or assert, any rights to equity of redemption or other rights of redemption, appraisement, valuation, stay, extension or moratorium that it may have in equity, at law, or otherwise with respect to any Collateral.  The sale or other transfer pursuant to this Agreement of any right, title or interest of the Company in any item of Collateral will operate to permanently divest the Company and all Persons claiming under or through the Company of such right, title or interest, and will be a perpetual bar, both at law and in equity, to any and all claims by the Company or any such Person with respect to such item of Collateral.
4.7. Application of Proceeds . Upon the occurrence of an Enforcement Event or after an exercise of remedies by the Collateral Agent, any cash held by the Collateral Agent and all cash proceeds received by the Collateral Agent from any realization upon Collateral may, in the sole discretion of the Collateral Agent, be held by the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the payment of the Obligations or applied by the Collateral Agent in accordance with the Collateral Agency Agreement.
4.8. Collateral Agent’s Duties.
(a) The grant to the Collateral Agent under this Agreement of any right or power does not impose upon the Collateral Agent any duty to exercise such right or power.  The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any Person or with respect to any Collateral.
(b) To the extent permitted by applicable law, the Company waives all claims against the Collateral Agent or its agents arising out of the repossession, taking, retention, storage, operation or sale of the Collateral except to the extent such actions constitute gross negligence or willful misconduct of such Person.  To the extent permitted by applicable law, the Company waives any claim it may have based on the allegation or fact that the price obtained for Collateral sold at a private sale made in accordance with this Agreement was less than could have been obtained for the same Collateral at a public sale.  All risk of loss, damage, diminution in value or destruction of the Collateral will be borne by the Company.  The Collateral Agent will have no responsibility for any act or omission of any carrier, warehouseman, bailee, forwarding agency, broker, operator or any other Person.  The Collateral Agent will have no responsibility to the Company for any act or omission of the Collateral Agent, except to the extent such act or failure to act constitutes gross negligence or willful misconduct by such Person.
(c) The Collateral Agent does not and will not make any express or implied representations or warranties with respect to any Collateral or other property released to the Company.
(d) Except as set forth in this Agreement, the Collateral Agency Agreement or as required under applicable law, the Collateral Agent will have no duties or obligations with respect to the Collateral.
-5-

ARTICLE V
OTHER SECURITY DOCUMENTS
5.1. Relation to Other Security Documents.   The provisions of this Agreement supplement the provisions of the other Collateral Documents, which secure the payment or performance of any of the Obligations.  Nothing contained in any such other Collateral Documents shall derogate from any of the rights or remedies of the Collateral Agent hereunder.
ARTICLE VI
GENERAL PROVISIONS
6.1. Further Assurances.
(a) Subject to clause (c) of this Section 6.1, at any time and from time to time, including upon the request of the Collateral Agent or the Required Secured Parties, the Company will, at the Company’s expense, execute and deliver and/or file such further documents, financing statements, continuation statements, amendments and instruments and do such other acts as are necessary or required by applicable law in order to create, perfect, maintain and preserve first-priority liens (subject to Permitted Liens) on the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, and, upon the occurrence of an Enforcement Event, to facilitate any sale of or other realization upon Collateral or to make any sale of or other realization upon Collateral valid, binding and in compliance with applicable law.
(b) The Company shall pay all filing, registration and recording fees or re-filing, re‑registration and re‑recording fees, and all reasonable expenses incident to the execution and acknowledgment of this Agreement, and any instruments of further assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imports, assessments and charges arising out of or in connection with the execution and delivery of this Agreement, any agreement supplemental hereto and any instruments of further assurance.
(c) Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to take any perfection measures under this Agreement with respect to any Collateral, a security interest in or lien on which cannot be perfected by the filing of a financing statement, other than within 30 days after the opening or acquisition thereof (or such longer period as the Collateral Agent shall agree at the direction of the Required Secured Parties), with respect to all Deposit Accounts and Securities Accounts (other than such accounts which (x) hold any Cash Collateral (other than Returned Cash Collateral) or (y) in the aggregate, have an average daily balance of less than $1,000,000), the Company shall cause to be delivered to the Secured Parties a control agreement (which may be an amendment to the Deposit Agreement) duly executed and delivered by the Company, the Collateral Agent and such depositary bank or securities intermediary, as the case may be.
6.2. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.  The Company and the Secured Parties will have the right to transfer, assign, pledge and grant participations in their rights and interests under this Agreement in accordance with the applicable Financing Agreement.
6.3. Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties hereto shall enter into good faith negotiations to replace the invalid, illegal or unenforceable provision.
6.4. Construction, etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. The rules of interpretation set forth in Schedule A of the Collateral Agency Agreement shall apply to this Agreement.
6.5. Counterparts. This Agreement may be executed in one or more duplicate counterparts and when signed by all of the parties shall constitute a single binding agreement.
6.6. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, OTHER THAN CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTERESTS OR REMEDIES HEREUNDER IN RESPECT OF ANY PARTICULAR COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.
-6-

6.7. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF THE PARTIES.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
6.8. Consent to Jurisdiction.
(a) The parties agree that any legal action or proceeding by or against the Company or with respect to or arising out of this Agreement or any other Financing Agreement may be brought in or removed to the courts of the State of New York, in and for the County of New York, or of the United States of America for the Southern District of New York, in each case, in the Borough of Manhattan.  By execution and delivery of this Agreement, each party accepts, for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.  The Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Each of the parties hereto irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, (or any substantially similar form of mail) postage prepaid, return receipt requested to such party at its address for notices as specified herein.  Each of the parties agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it.  Notices under this Section 6.8(a) shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.
(b) In addition to and notwithstanding the provisions of Section 6.8(a) above, the Company hereby irrevocably appoints CT Corporation System as its agent to receive on its behalf and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding.  Such service may be made by mailing or delivering a copy of such process to the Company, in care of the process agent at 111 Eighth Avenue, 13th Floor, New York, New York 10011, and the Company hereby irrevocably authorizes and directs the process agent to accept such service on its behalf.  Nothing in this Agreement will affect the right of any party hereto to serve legal process in any other manner permitted by law or affect the right of any party hereto to bring any action or proceeding in the courts of any other jurisdiction.  If for any reason the process agent ceases to be available to act as process agent, the Company agrees immediately to appoint a replacement process agent satisfactory to the Collateral Agent.  Each of the parties hereby waives any right to stay or dismiss any action or proceeding under or in connection with any or all of this Agreement or any other Financing Agreement brought before the foregoing courts on the basis of forum non conveniens.
6.9. Release of Liens. Upon the indefeasible payment in cash and satisfaction in full of all Obligations (other than contingent obligations), the liens and security interests created by this Agreement shall be automatically released and the Collateral Agent will, upon the written request of the Company and at the Company’s expense, execute documentation prepared by the Company and necessary to effect or evidence such release, any such release to be without recourse to or warranty of the Collateral Agent.
6.10. No Waiver by Collateral Agent, etc.   The Collateral Agent shall not be deemed to have waived any of its rights and remedies in respect of the Obligations or the Collateral unless such waiver shall be in writing and signed by the Collateral Agent with the requisite consent of the Secured Parties as provided under the Collateral Agency Agreement.  No delay or omission on the part of the Collateral Agent in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy.  A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion.  All rights and remedies of the Collateral Agent with respect to the Obligations or the Collateral, whether evidenced hereby or by any other instrument or papers, shall be cumulative and may be exercised singularly, alternatively, successively or concurrently at such time or at such times as the Collateral Agent deems expedient.
6.11. Overdue Amounts.   Until paid, all amounts due and payable  by the Company under this Agreement that have not been so paid shall be part of the Obligations and shall bear interest at the highest rate at which interest is then computed on any portion of the Obligations.
6.12. Notice, etc.   All notices and communications provided for hereunder shall be provided in accordance with Article 8 of the Collateral Agency Agreement.
-7-

6.13. Collateral Agency Agreement.   The Collateral Agent shall act hereunder only in accordance with the terms and conditions of the Collateral Agency Agreement. Any and all actions the Collateral Agent takes or omits to take hereunder shall be covered by the indemnity, exculpation and protective provisions of the Collateral Agency Agreement, which provisions are incorporated by reference and made a part of this Agreement.  In the case of a conflict between this Agreement (including Section 4.8 ), and the Collateral Agency Agreement, the Collateral Agency Agreement shall govern the rights and obligations of the Collateral Agent.
[Remainder of page intentionally left blank]

-8-

IN WITNESS WHEREOF, each of the parties, intending to be legally bound, has caused this Agreement to be signed on the date first above written.
 
 	SHARYLAND DISTRIBUTION &
TRANSMISSION SERVICES, L.L.C.,
a Texas limited liability company	
 	 	 	 	
 	By:	  	 	
 	Name:	 	Brant Meleski	
 	Title:	 	Senior Vice President and Chief Financial Officer	
 
[Signature Page of A&R SDTS Security Agreement]

 
 	THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. , not in its individual capacity but
solely in its capacity as the Collateral Agent, for the
benefit of the Secured Parties	
 	 	 	 	
 	By:	 	 	
 	Name:	 	 	
 	Title:	 	 	

 
[Signature Page of A&R SDTS Security Agreement]

Exhibit A
PERFECTION CERTIFICATE
Dated as of [_____________], ___________
The undersigned, Sharyland Distribution & Transmission Services, L.L.C., a Texas limited liability company (the “ Company ”), hereby certifies as follows:
1. Name . The exact legal name of the Company is Sharyland Distribution & Transmission Services, L.L.C.
2. Other Identifying Factors.
The mailing address of the Company is 1807 Ross Avenue, 4 th Floor, Dallas, Texas 75201.
If different from its mailing address, the Company’s place of business or, if more than one, its chief executive office is located at:
 
Address	 	County	 	State	
none	 	 	 	 	
 
The type of organization of the Company is limited liability company.
The jurisdiction of the Company’s organization is Texas.
The Company’s state issued organizational identification number is 800674526.
The Company’s EIN is 20-5854323
3. Other Names .
The following is a list of all other names (including trade names or similar appellations) used by the Company, or any other business or organization to which the Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, now or at any time during the past five years: none.
4. Bank Accounts .  Set forth below is a complete list of all bank accounts (including securities and commodities accounts) maintained by the Company:
a.
b.
c.

 

IN WITNESS WHEREOF, each of the parties, intending to be legally bound, has caused this Agreement to be signed on the date first above written.
 
 	SHARYLAND DISTRIBUTION &
TRANSMISSION SERVICES, L.L.C. ,
a Texas limited liability company	
 	 	 	 	
 	By:	 	 	
 	Name:	 	Brant Meleski	
 	Title:	 	Senior Vice President and Chief Financial Officer	

[Signature Page of A&R SDTS Security Agreement]

 
 	THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. , not in its individual capacity but
solely in its capacity as the Collateral Agent, for the
benefit of the Secured Parties	
 	 	 	 	
 	By:	 	 	
 	Name:	 	 	
 	Title:	 	 	

 
[Signature Page of A&R SDTS Security Agreement]

EXHIBIT C
Form of Deed of Trust Amendment
[see attached]

 

AMENDMENT NO. 1 TO AMENDED AND RESTATED FIRST LIEN DEED OF TRUST, 
 SECURITY AGREEMENT AND FIXTURE FILING (TEXAS)
by and between
SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C., “ Grantor ”
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as Agent (as defined below),
for the Secured Parties, “ Beneficiary ”
Dated as of [_], 2015
THE SECURED PARTY (BENEFICIARY) DESIRES THIS FIXTURE FILING TO BE
INDEXED AGAINST THE RECORD OWNER OF THE REAL ESTATE DESCRIBED HEREIN.
PREPARED BY, RECORDING REQUESTED BY
AND, WHEN RECORDED, MAIL TO:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention: Elaine Cronin
 
NOTICE OF CONFIDENTIALITY RIGHTS -- IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
ATTENTION COUNTY RECORDER -- THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN AND IS TO BE FILED FOR RECORD IN THE RECORDS WHERE DEEDS OF TRUST ON REAL ESTATE ARE RECORDED.  ADDITIONALLY, THIS INSTRUMENT SHOULD BE APPROPRIATELY INDEXED, NOT ONLY AS A DEED OF TRUST, BUT ALSO AS A FINANCING STATEMENT COVERING GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN.  THE MAILING ADDRESS OF THE GRANTOR (DEBTOR) AND AGENT (SECURED PARTY) ARE SET FORTH IN THIS INSTRUMENT.

 

 
 
STATE OF TEXAS	§	 	
 	§ 	           KNOW ALL MEN BY THESE PRESENTS :	
COUNTY OF MIDLAND	§	 	
 
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED FIRST LIEN DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (TEXAS) (this “ Amendment ”) is dated as of the [_] day of [_], 2015, by and between SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C., a Texas limited liability company, having an office at 1900 North Akard Street, Dallas, Texas 75201 (“ Grantor ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., whose address is Corporate Trust (Jacksonville), 10161 Centurion Parkway North, 2nd Floor, Jacksonville, Florida 32256, facsimile: (904) 645-1921, not in its individual capacity but only as collateral agent (in such capacity and together with its successors and assigns in such capacity, “ Agent ” and, collectively with the other Secured Parties and their respective successors and assigns, “ Beneficiary ”) for the benefit of itself and the other Secured Parties.
RECITALS
A. Grantor is a party to (i) that certain Amended and Restated Note Purchase Agreement dated as of September 14, 2010 (as amended, restated, supplemented and otherwise modified from time to time, the “ 2009 Note Purchase Agreement ”) by and among Grantor and the purchasers from time to time party thereto (the “ 2009 Note Purchasers ”), (ii) that certain Note Purchase Agreement dated as of July 13, 2010 (as amended, restated, supplemented and otherwise modified from time to time, the “ 2010 Note Purchase Agreement ”) by and among Grantor and the purchasers from time to time party thereto (the “ 2010 Note Purchasers ”) and (iii) that certain Third Amended and Restated Credit Agreement dated December 10, 2014 (as amended, restated, supplemented and otherwise modified from time to time, the “ Credit Agreement ” and, together with the 2009 Note Purchase Agreement and the 2010 Note Purchase Agreement, the “ Debt Documents ”) by and among Grantor, the lenders party thereto from time to time (in such capacity, the “ Lenders ”) and Royal Bank of Canada, as administrative agent (in such capacity, “ RBC ”).
B. In connection with the Debt Documents, Grantor entered into that certain Second Amended and Restated Collateral Agency Agreement, dated as of December 10, 2014 (as amended, restated, supplemented and otherwise modified, the “ Collateral Agency Agreement ”), by and among the Grantor, the Secured Parties (which includes the 2009 Note Purchasers, the 2010 Note Purchasers and the Lenders) and Agent, as collateral agent for the ratable benefit of the Secured Parties.
C. The obligations under the Debt Documents are secured by, among other instruments, that certain Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) dated as of December 10, 2014, executed by Grantor, as Grantor, to Linda Daugherty, as Trustee, for the benefit of Beneficiary, filed for record with the County Clerk of [_] County, Texas under Document No. [_] (the “ Deed of Trust ”) covering the Mortgaged Property (as defined therein).  Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms (whether directly or by reference to another agreement or document) in the Deed of Trust.
D. Grantor desires and Beneficiary has agreed to amend the Deed of Trust to remove certain property from the Mortgaged Property encumbered and affected thereby.
NOW, THEREFORE , in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties, intending to be and being legally bound, do hereby agree as follows:
(a) Amendment to Deed of Trust .  Effective as of the date hereof, Section 1.1 of the Deed of Trust is hereby amended by deleting the definition of “Mortgaged Property” in its entirety and replacing it with the following:
“ Mortgaged Property ”: The fee interest in the real property described in Exhibit A attached hereto and incorporated herein by this reference, together with any greater estate therein as hereafter may be acquired by Grantor (the “ Land ”), and all of Grantor’s right, title and interest now or hereafter acquired in and to (1) all improvements now owned or hereafter acquired by Grantor, now or at any time situated, placed or constructed upon the Land, including, without limitation, the integrated electrical transmission and distribution facilities connected to the Electric Reliability Council of Texas (“ ERCOT ”) electric grid located upon the Land (the “ Improvements ”; the Land and Improvements are collectively referred to as the “ Premises ”), (2) all water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements and other goods, in each case in which Grantor now has or hereafter acquires any rights or any power to transfer rights and that are or are to become fixtures (as defined in the UCC, defined below) related to the Land (the “ Fixtures ”), (3) all leases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any Person a possessory interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other deposits, (the “ Leases ”), (4) all of the rents, revenues, royalties, income, proceeds, profits, accounts receivable, security and other types of deposits, and other benefits paid or payable by parties to the Leases for using, leasing, licensing possessing, operating from, residing in,
3

selling or otherwise enjoying any Mortgaged Property (the “ Rents ”), (5) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing, and (6)  all accessions, replacements and substitutions for, and all proceeds of, all or any portion of the Land, Improvements or Fixtures including,  without limitation, all awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to any condemnation or other taking (or any purchase in lieu thereof) of all or any portion of the Land, Improvements, or Fixtures  (the “ Proceeds ”).  As used in this Deed of Trust, the term “Mortgaged Property” shall mean all or, where the context permits or requires, any portion of the above or any interest therein.
(b) Ratifications . The liens, assignments and security interests created by, and the terms and provisions set forth in the Deed of Trust are hereby ratified and confirmed in all respects and shall continue in full force and effect.  Grantor and Agent agree that the Deed of Trust, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with its terms.  Grantor and Agent further agree that this Amendment is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction.  Nothing herein contained shall in any way (a) impair or affect the validity and priority of the lien of the Deed of Trust; (b) alter, waive, annul or affect any provision, condition or covenant in the Deed of Trust, the 2009 Note Purchase Agreement, the 2010 Note Purchase Agreement, the Credit Agreement, the Collateral Agency Agreement, or any other Financing Document; or (c) affect or impair any rights, powers or remedies under the Deed of Trust, the 2009 Note Purchase Agreement, the 2010 Note Purchase Agreement, the Credit Agreement, the Collateral Agency Agreement, or any other Financing Document.
(c) References . Each of the Deed of Trust, the 2009 Note Purchase Agreement, the 2010 Note Purchase Agreement, the Credit Agreement, the Collateral Agency Agreement, the other Financing Documents, and any and all other agreements, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Deed of Trust, as amended hereby, or pursuant to the terms of any other Financing Document are hereby amended so that any reference to the Deed of Trust shall mean a reference to the Deed of Trust as amended hereby.
(d) Severability . If any provision of this Amendment or the Deed of Trust, as amended by this Amendment, shall be held by any court of competent jurisdiction to be unlawful, void or unenforceable for any reason, such provision shall be deemed severable from and shall in no way affect the enforceability or validity of the remaining provisions hereof or thereof.
(e) Successors and Assigns . This Amendment is binding upon and shall inure to the benefit of Beneficiary, Trustee and Grantor and their respective successors and permitted assigns.
(f) Counterparts . This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.
(g) Headings . The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
(h) Governing Law . The provisions of this Amendment and the Deed of Trust as amended hereby regarding the creation, perfection and enforcement of liens and security interests granted herein or in the Deed of Trust as amended hereby shall be governed by and construed under the laws of the State of Texas.  All other provisions of this Amendment and the Deed of Trust as amended hereby shall be construed and governed in accordance with the laws of the State of New York.

4

WITNESS THE EXECUTION HEREOF, Grantor has on the date set forth in the acknowledgment hereto, effective as of the date first above written, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given.
 
GRANTOR:	SHARYLAND DISTRIBUTION &
TRANSMISSION SERVICES, L.L.C.	
 	 	
 	By:	 	 	
 	Name:	 	 	
 	Title:	 	 	
 
ACKNOWLEDGMENT
 
STATE OF TEXAS	§	 	
 	§	 	
COUNTY OF DALLAS	§ 	 	
 
This instrument was executed before me this              day of                                 , 2015 by                                                 ,                                                   of Sharyland Distribution & Transmission Services, L.L.C. on behalf of said company.
Witness my hand and Official Seal.
 
[SEAL]	 	 	 	
 	 	 	 	
 	 	 	Notary Public in and for the	
 	 	 	State of Texas	
 
My commission expires:

 
WITNESS THE EXECUTION HEREOF, Agent has on the date set forth in the acknowledgment hereto, effective as of the date first above written, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given.
 
AGENT	THE BANK OF NEW YORK
MELLON TRUST
COMPANY, N.A. , as Agent	
 	 	
 	By:	 	 	
 	Name:	 	 	
 	Title:	 	 	
 
ACKNOWLEDGMENT
 
STATE OF ILLINOIS	§	 	
 	 	 	§	
COUNTY OF CHICAGO	§	 	 	
 
On                                                    , before me,                                                                , Notary Public, personally appeared                                                                                    , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Illinois that the foregoing paragraph is true and correct.
WITNESS my hand and Official Seal.
 
[SEAL]

 	 	 	Notary Public in and for the	
 	 	 	State of Illinois	

My commission expires:

 

 
SCHEDULE I
Deeds of Trust
 	1.	Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Deed of Trust Records of Borden County, Texas in Volume 107, Page 255.	
 	2.	Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Public Records of Collin County, Texas as Document No. 20141212001353560.	
 	3.	Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Public Records of Concho County, Texas in Book 0264, Page 0767.	
 	4.	Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Public Records of Glasscock County, Texas in Volume 271, Page 334.	
 	5.	Second Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Real Property Records of Hidalgo County, Texas under Document No. 2014-2570658.	
 	6.	Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Public Records of Howard County, Texas in Volume 1430, Page 215.	
 	7.	Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Real Property Records of Hunt County, Texas as Document No. 2014-15149.	
 	8.	Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Public Records of Martin County, Texas in Volume 434, Page 99.	
 	9.	Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Public Records of McCulloch County, Texas in Volume 429, Page 575.	
 	10.	Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Public Records of Midland County, Texas under Document No. 2014-29351.	
 	11.	Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Public Records of Mitchell County, Texas in Volume 821, Page 1110.	
 	12.	Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Public Records of Randall County, Texas as Document No. 2014020030.	
 	13.	Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Public Records of Reagan County, Texas in Volume 0211, Page 0125.	
 	14.	Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 10, 2014 and recorded in the Public Records of San Saba County, Texas as Document No. 015432.	
 	15.	First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of December 15, 2014 and recorded in the Public Records of Martin County, Texas as Document No. 2608 in Volume 459, Page 360.	
1

 	16.	First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of February 16, 2015 and recorded in the Public Records of Martin County, Texas as Document No. 661 in Volume 441, Page 285.  	
 	17.	First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of February 16, 2015 and recorded in the Public Records of Potter County, Texas as Document No. 1271003.	
 	18.	First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of April 28, 2015 and recorded in the Public Records of Glasscock County, Texas in Volume 283, Page 001.	
 	19.	First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of June 25, 2015 and recorded in the Public Records of Borden County, Texas in Volume 107, Page 705.	
 	20.	First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of June 25, 2015 and recorded in the Public Records of Glasscock County, Texas in Volume 287, Page 260.	
 	21.	First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of June 25, 2015 and recorded in the Public Records of Howard County, Texas in Volume 1465, Page 34.	
 	22.	First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of June 25, 2015 and recorded in the Public Records of Martin County, Texas as Document 2217 in Volume 454, Page 455.	
 	23.	First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of June 25, 2015 and recorded in the Public Records of Midland County, Texas as Document No. 2015-14589.	
 	24.	First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of June 25, 2015 and recorded in the Public Records of Mitchell County, Texas in Volume 827, Page 134.	
 	25.	First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of June 25, 2015 and recorded in the Public Records of Reagan County, Texas in Volume 0225, Page 0237.	
 	26.	First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) by and from the Borrower to Linda Daugherty, as the Trustee thereunder, for the benefit of the Collateral Agent, dated as of June 25, 2015 and recorded in the Public Records of Upton County, Texas in Volume 00944, Page 00100.	

 
2

Annex A
Third Amended and Restated Credit Agreement, as amended by this Amendment
[see attached]

 

 
 
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, 2014
AS AMENDED BY THE FIRST AMENDMENT DATED AS OF SEPTEMBER [  ], 2015

 
 
2

TABLE OF CONTENTS
 
 	 	Page	
Section 1	Amount and Terms of Credit	1	
    1.1.	Revolving Commitment	1	
    1.2.	Procedure for Revolving Loan Borrowing	1	
    1.3.	Swingline Commitment	2	
    1.4.	Procedure for Swingline Borrowing; Refunding of Swingline Loans	2	
    1.5.	Termination or Reduction of Revolving Commitments	3	
    1.6.	Conversion and Continuation Options	3	
    1.7.	Limitations on Eurodollar Tranches	3	
    1.8.	Interest Rates and Payment Dates	3	
    1.9.	Computation of Interest and Fees	4	
    1.10.	Inability to Determine Interest Rate	4	
    1.11.	Pro Rata Treatment and Payments	4	
    1.12.	Requirements of Law	5	
    1.13.	Change of Lending Office	6	
    1.14.	Indemnity	6	
    1.15.	Replacement of Lenders	6	
    1.16.	Defaulting Lenders	7	
    1.17.	Increase in Commitments	8	
 	 	 	
Section 2	Letters of Credit	9	
    2.1.	L/C Commitment	9	
    2.2.	Procedure for Issuance of Letter of Credit	9	
    2.3.	L/C Participations	9	
    2.4.	Reimbursement Obligation of the Borrower	10	
    2.5.	Obligations Absolute	10	
    2.6.	Letter of Credit Payments	10	
    2.7.	Applications	10	
 	 	 	
Section 3	Fees	10	
 	 	 	
Section 4	PREPAYMENT; TAXES	11	
    4.1.	Voluntary Prepayments	11	
    4.2.	Mandatory Prepayments	11	
    4.3.	Taxes	12	
 	 	 	
Section 5	Conditions Precedent	15	
    5.1.	Conditions to Effectiveness	15	
    5.2.	Conditions to All Credit Events	16	
 	 	 	
Section 6	Representations, Warranties and Agreements	17	
    6.1.	Organization; Power and Authority	17	
    6.2.	Power and Authority	17	
    6.3.	Disclosure	17	
    6.4.	Organization and Ownership of Interests	17	
    6.5.	Financial Condition; Financial Statements	17	
    6.6.	Compliance with Laws, Other Instruments, Etc.	18	
    6.7.	Governmental Authorizations, Etc.	18	
    6.8.	Litigation; Observance of Agreements, Statutes and Orders	18	
    6.9.	Taxes	18	
    6.10.	Title to Property	19	
    6.11.	Insurance	19	
    6.12.	Licenses, Permits, Etc.; Leases; IP Rights	19	
    6.13.	Compliance with ERISA	19	
    6.14.	Intentionally omitted.	19	
    6.15.	Intentionally Omitted	19	
    6.16.	Foreign Assets Control Regulations, Etc.	19	
    6.17.	Status under Certain Statutes	20	
    6.18.	Environmental Matters	20	
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     6.19.	Force Majeure Events; Employees	21	
    6.20.	Collateral	21	
    6.21.	Collateral Agency Agreement	21	
    6.22.	Margin Regulations	21	
    6.23.	OFAC	21	
 	 	 	
Section 7	Affirmative Covenants	21	
    7.1.	Information Covenants	21	
    7.2.	Use of Proceeds	23	
    7.3.	Compliance with Law	23	
    7.4.	Insurance	24	
    7.5.	Maintenance of Properties	24	
    7.6.	Payment of Taxes and Claims	24	
    7.7.	Existence, Etc.	24	
    7.8.	Books and Records; Inspection Rights	24	
    7.9.	Collateral; Further Assurances	25	
    7.10.	Material Project Documents	26	
    7.11.	Financial Ratios	26	
 	 	 	
Section 8	Negative Covenants	26	
    8.1.	Transactions with Affiliates	26	
    8.2.	Merger, Consolidation, etc.	26	
    8.3.	Line of Business	27	
    8.4.	Terrorism Sanctions Regulations	27	
    8.5.	Liens	27	
    8.6.	Indebtedness	28	
    8.7.	Loans, Advances, Investments and Contingent Liabilities	28	
    8.8.	No Subsidiaries	29	
    8.9.	Restricted Payments	29	
    8.10.	Sale of Assets, etc.	29	
    8.11.	Sale or Discount of Receivables	29	
    8.12.	Amendments to Organizational Documents	29	
    8.13.	Sale and Lease-Back	30	
    8.14.	ERISA Compliance	30	
    8.15.	No Margin Stock	30	
    8.16.	Material Project Documents	30	
    8.17.	Regulation	31	
    8.18.	Swaps	31	
    8.19.	Additional Financial Covenants	31	
    8.20.	Burdensome Agreements	31	
 	 	 	
Section 9	Events of Default	32	
 	 	 	
Section 10	Definitions	34	
    10.1.	Defined Terms	34	
    10.2.	Other Definitional Provisions	52	
 	 	 	
Section 11	THE ADMINISTRATIVE AGENT	53	
    11.1.	Appointment	53	
    11.2.	Delegation of Duties	53	
    11.3.	Exculpatory Provisions	53	
    11.4.	Reliance by Administrative Agent	53	
    11.5.	Notice of Default	54	
    11.6.	Non-Reliance on Administrative Agent and Other Lenders	54	
    11.7.	Indemnification	54	
    11.8.	The Administrative Agent in Its Individual Capacity	54	
    11.9.	Successor Administrative Agent	55	
    11.10.	Arranger	55	
    11.11.	Credit Bidding	55	
 	 	 	
ii

Section 12	Miscellaneous.	55	
    12.1.	Payment of Expenses, etc.	55	
    12.2.	Right of Setoff	56	
    12.3.	Notices	56	
    12.4.	Benefit of Agreement.	56	
    12.5.	No Waiver; Remedies Cumulative	58	
    12.6.	Payments Pro Rata	58	
    12.7.	Calculations; Computations	59	
    12.8.	Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial	59	
    12.9.	USA PATRIOT Act	59	
    12.10.	Counterparts	59	
    12.11.	Headings	59	
    12.12.	Amendment or Waiver	59	
    12.13.	Survival	60	
    12.14.	Domicile of Loans	60	
    12.15.	Confidentiality	60	
    12.16.	Integration	61	
    12.17.	Acknowledgments	61	
    12.18.	Severability	61	
    12.19.	Amendment and Restatement	61	

iii

 
ANNEXES :	 	
 	 	
1.1A	Lenders’ Commitments and Addresses	
6.4	Organization and Ownership of Interests	
6.7	Governmental Authorizations	
6.12	Leases	
8.5	Liens	
8.20	Burdensome Agreements	
 	 	
EXHIBITS :	 	
 	 	
A	Form of Assignment Agreement	
B	Form of Closing Certificate	
C	Form of Opinion of Baker Botts L.L.P.	
D	Form of Compliance Certificate	
E	Form of Opinion of Sutherland Asbill & Brennan LLP	
F-1 ~ 4	Forms of Tax Certificates	
G	Subordination Terms	
H	Form of Subsidiary Guaranty	
I	Form of Prepayment Notice	
J-1	Form of Notice of Revolving Loan Borrowing	
J-2	Form of Notice of Swingline Borrowing	
K	Form of Notice of Conversion/Continuation	

 
iv

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.
W I T N E S S E T H :
WHEREAS,  the Borrower entered into that certain Second Amended and Restated Credit Agreement, dated as of June 28, 2013, between the Borrower, the Administrative Agent and the several lenders from time to time parties thereto  (the “ Existing Lenders ”) (as amended, supplemented or modified from time to time prior to the date hereof, the “ Original Credit Agreement ”); and
WHEREAS, subject to and on the terms and conditions set forth herein, the parties thereto wish to amend and restate the Original Credit Agreement in its entirety upon the terms and conditions set forth herein, with the Original Credit Agreement, as so amended and restated, and as may be further amended, restated, supplemented or otherwise modified, being hereinafter referred to as the “ Agreement ”;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth, the Existing Lenders and the Borrower agree that the Original Credit Agreement is hereby amended and restated as of the Restatement Date (as hereinafter defined) to read in its entirety as follows:
 	SECTION 1	 AMOUNT AND TERMS OF CREDIT .	
 1.1.  Revolving Commitment.
(a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in U.S. dollars (“ Revolving Loans ”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of (i) the Letter of Credit Outstandings and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment.  During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.  The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections ‎1.2 and ‎1.6, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of Revolving Loans of the same Type.
(b) The Borrower shall repay all outstanding Revolving Loans, together with all accrued and unpaid interest thereon and all other amounts payable hereunder, on the Revolving Facility Final Maturity Date.
 1.2.  Procedure for Revolving Loan Borrowing.
The Borrower may borrow under the Revolving Commitment during the Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit J-1 (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans) (provided that any such notice of a Borrowing of ABR Loans under the Revolving Facility to finance payments required by Section ‎2.4 and Section 5.1(e) may be given not later than 10:00 A.M., New York City time, on the Borrowing Date), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor.  Any Revolving Loans made on the Restatement Date shall initially be ABR Loans.  Each Borrowing under the Revolving Commitment shall be in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple thereof (or, if the Total Unutilized Revolving Commitments at such time are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $500,000 or a whole multiple of $100,000 in excess thereof; provided, that (i) the Swingline Lender may request, on behalf of the Borrower, ABR Loans in other amounts pursuant to Section ‎1.4 and (ii) the Borrower may request ABR Loans in an amount required to finance payments required by Section 2.4 and Section 5.1(e).  Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Lender thereof.  Each Revolving Lender will make the amount of its pro rata share of each Borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent.  The Administrative Agent shall make the proceeds of such Borrowing available to the Borrower on such Borrowing Date by depositing such proceeds in the Specified Account of the Borrower on such Borrowing Date in immediately available funds.
1

1.3.  Swingli ne Commitment .
(a) Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“ Swingline Loans ”) to the Borrower; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments.  During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof.  Swingline Loans shall be ABR Loans only.
(b) The Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Facility Final Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower shall repay all Swingline Loans then outstanding.
 1.4.  Procedure for Swingline Borrowing; Refunding of Swingline Loans.
(a) Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing substantially in the form of Exhibit J-2 (which telephonic notice must be received by the Swingline Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period).  Each Borrowing under the Swingline Commitment shall be in an amount equal to $250,000 or a whole multiple of $50,000 in excess thereof.  Not later than 3:00 P.M., New York City time, on the requested Borrowing Date, the Swingline Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender.  The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the Specified Account of the Borrower on such Borrowing Date in immediately available funds.
(b) The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one Business Day’s notice given by the Swingline Lender no later than 12:00 Noon, New York City time, request each Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline Lender.  Each Revolving Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice.  The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans.  The Borrower irrevocably authorizes the Swingline Lender to charge the Specified Account (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans.
(c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section ‎1.4‎(b), one of the events described in ‎Section 9(j) or ‎Section 9(k) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section ‎1.4(b), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section ‎1.4(b), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “ Swingline Participation Amount ”) equal to (i) such Revolving Lender’s Revolving Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans.
(d) Whenever, at any time after the Swingline Lender has received from any Revolving Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided , however , that in the event that such payment received by the Swingline Lender is required to be returned, such Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.
2

(e) Each Revolving Lender’s obligation to make the Loans referred to in Section ‎1.4(b) and to purchase participating interests pursuant to Section ‎1.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in ‎Section 5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Credit Documents by the Borrower, any other Revolving Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
 1.5.  Termination or Reduction of Revolving Commitments.
The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments.  Any partial reduction of the Revolving Commitments shall be in an amount equal to $500,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments then in effect.
 1.6.  Conversion and Continuation Options.
(a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit K no later than 11:00 A.M., New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto.  The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election substantially in the form of Exhibit K no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.
(b) Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent substantially in the form of Exhibit K, in accordance with the applicable provisions of the term “Interest Period” set forth in ‎Section 10, of the length of the next Interest Period to be applicable to such Eurodollar Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuations or (ii) if an Event of Default specified in Section ‎9(j) or ‎9(k) with respect to the Borrower is in existence, and provided , further , that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.
 1.7.  Limitations on Eurodollar Tranches.
Notwithstanding anything to the contrary in this Agreement, all Borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $500,000 or a whole multiple of $100,000 in excess thereof and (b) no more than seven Eurodollar Tranches shall be outstanding at any one time.
 1.8.  Interest Rates and Payment Dates . (a)  Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.
(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.
3

(c) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such amount shall bear interest at a rate per annum equal to (x) in the case of the Revolving Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% or (y) in the case of Reimbursement Obligations, the rate applicable to ABR Loans under the Revolving Facility plus 2%, and (ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any Commitment Fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans under the Revolving Facility plus 2%, in each case, with respect to clauses (i) and (ii) above, from the date of such non ‑payment until such amount is paid in full (as well after as before judgment).
(d) Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.
 1.9.  Computation of Interest and Fees (a).  Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate.  Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.
(b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 1.8(a).
 1.10.  Inability to Determine Interest Rate.
If prior to the first day of any Interest Period for any Eurodollar Loan:
(a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or
(b) the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,
(c) the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter.  If such notice is given (x) any Eurodollar Loans under the Revolving Facility requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans under the Revolving Facility that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans under the Revolving Facility shall be converted, on the last day of the then current Interest Period with respect to such Eurodollar Loans, to ABR Loans.  Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans under the Revolving Facility shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the Revolving Facility to Eurodollar Loans.
 1.11.  Pro Rata Treatment and Payments.
(a) Each Borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any Commitment Fee and any reduction of the Commitments of the Lenders shall be made pro rata.
(b) All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds.  The Administrative Agent shall distribute such payments to each relevant Lender promptly upon receipt in like funds as received, net of any amounts owing by such Lender pursuant to Section ‎11.7.  If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.  In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.
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(c) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a Borrowing that such Lender will not make the amount that would constitute its share of such Borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent.  A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error.  If such Lender’s share of such Borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the Revolving Facility, on demand, from the Borrower.
(d) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount.  If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.
(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section ‎1.4(b), ‎1.4(c), ‎1.11(d), ‎1.11(e), ‎2.3(a), ‎4.3(e) or ‎11.7, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swingline Lender or the Issuing Lender to satisfy such Lender’s obligations to it under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.
 1.12.  Requirements of Law.
(a) If the adoption or taking effect of or any change in any Requirement of Law or in the implementation, administration, interpretation or application thereof or compliance by any Lender or other Credit Party with any request or directive (whether or not having the force of law) from any central bank or other Governmental Entity made subsequent to the date hereof:
(i) shall subject any Credit Party to any Taxes (other than  (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit (or participations therein) by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; or
(iii) shall impose on such Lender any other condition, cost or expense (other than Taxes);
and the result of any of the foregoing is to increase the cost to such Lender or such other Credit Party, by an amount that such Lender or other Credit Party deems to be material, of making, converting into, continuing or maintaining Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender or such other Credit Party, upon its demand, any additional amounts necessary to compensate such Lender or such other Credit Party for such increased cost or reduced amount receivable.  If any Lender or such other Credit Party becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.
(b) If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital or liquidity requirements or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital or liquidity requirements (whether or not having the force of law) from any Governmental Entity made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to
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a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.
(c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in a Requirement of Law, regardless of the date enacted, adopted, issued or implemented.
(d) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error.  Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect.  The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
 1.13. Change of Lending Office .  Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section ‎1.12 or ‎4.3(a) or (d) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided , that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending offices to suffer no economic, legal or regulatory disadvantage, and provided , further , that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section ‎1.12 or ‎4.3(a) or (d).
 1.14. Indemnity  . The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto.  Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market.  A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error.  This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
 1.15. Replacement of Lenders .  The Borrower shall be permitted to replace any Lender if (a) such Lender requests reimbursement for amounts owing pursuant to Section ‎1.12 or the Borrower is required to pay any Indemnified Taxes or additional amounts to such Lender or any Governmental Entity for the account of such Lender pursuant to Section ‎4.3(a) or (d), (b) such Lender becomes a Defaulting Lender, or (c) such Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Credit Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall have taken no action under Section ‎1.13 so as to eliminate the continued need for payment of amounts owing pursuant to Section ‎1.12 or ‎4.3(a) or (d), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section ‎1.14 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution shall, subject to Section 12.4(b)(ii) and (iii), be reasonably satisfactory to the Administrative Agent and the Issuing Lender, (vii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of  Section ‎12.4 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein),(viii) until such time as such
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replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section ‎1.12 or ‎4.3(a) or (d), as the case may be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.  Each party hereto agrees that an assignment  required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee, and that the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective.
 1.16.  Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 3;
(b) the Revolving Commitment and Revolving Extensions of Credit of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section ‎12.12); provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender affected thereby;
(c) if any Swingline Exposure or L/C Exposure exists at the time such Lender becomes a Defaulting Lender then:
(i) all or any part of the Swingline Exposure and L/C Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Revolving Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Extensions of Credit plus such Defaulting Lender’s Swingline Exposure and L/C Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments and (y) such reallocation does not cause the Revolving Extensions of Credit of any non-Defaulting Lender to exceed such Lender’s Revolving Commitment;
(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, in a manner consistent with the Collateral Agency Agreement, cash collateralize for the benefit of the Issuing Lender only the Borrower’s obligations corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section ‎8.1 for so long as such L/C Exposure is outstanding;
(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3(b) with respect to such Defaulting Lender’s L/C Exposure during the period such Defaulting Lender’s L/C Exposure is cash collateralized;
(iv) if the L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 3 shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Percentages; and
(v) if all or any portion of such Defaulting Lender’s L/C Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all fees payable under Section 3(b) with respect to such Defaulting Lender’s L/C Exposure shall be payable to the Issuing Lender until and to the extent that such L/C Exposure is reallocated and/or cash collateralized; and
(d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding L/C Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section ‎1.16(c), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section ‎1.16(c) (and such Defaulting Lender shall not participate therein).
If (i) a Bankruptcy Event with respect to a Lender Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Lender has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Lender shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Lender, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or the Issuing Lender, as the case may be, to defease any risk to it in respect of such Lender hereunder.
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In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and L/C Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Revolving Percentage.
 1.17.  Increase in Commitments
(a) Request for Increase .  Provided no Event of Default has occurred and is continuing, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time request an increase in the Total Revolving Commitments by an amount (for all such requests) not exceeding $75,000,000 in the aggregate; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, (ii) the Borrower may make a maximum of three such requests, and (iii) the new or increased Commitment of each new or increasing Lender shall be on terms and conditions identical to those of the existing Lenders immediately prior to such increase (other than with respect to fees).  At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).
(b) Lender Elections to Increase .  Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Revolving Percentage of such requested increase.  Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.
(c) Notification by Administrative Agent; Additional Lenders .  The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the Issuing Lender, such approval not to be unreasonably withheld or delayed, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) Effective Date and Allocations .  If the Total Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase.  The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.
(e) Conditions to Effectiveness of Increase .  As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Section 6 and the other Credit Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 1.17, the representations and warranties contained in subsections (a)(i) and (a)(ii) of Section 6.5 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.1, and (B) no Default or Event of Default has occurred and is continuing or would result therefrom.  On the Increase Effective Date, each Lender (including any new Lender) participating in such Commitment increase shall purchase and assume from each existing Lender having Loans outstanding on such Increase Effective Date, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s ratable portion of the Total Revolving Commitments (after giving effect to such Commitment increase), in the aggregate Loans then outstanding, so as to ensure that, on the Increase Effective Date after giving effect to such Commitment increase, each Lender is owed only its ratable portion of the Loans outstanding on such Increase Effective Date.
(f) Conflicting Provisions .  This Section shall supersede any provisions in Section 12.6 or 12.12 to the contrary.
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 	 SECTIO N 2	LETTERS OF CREDIT .  	
 2.1. L/C Commitment (a).    Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section ‎2.3(a), agrees to issue letters of credit (“ Letters of Credit ”) for the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the Letter of Credit Outstandings would exceed the L/C Commitment or (ii) the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments.  Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Facility Final Maturity Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).
(b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.
 2.2.  Procedure for Issuance of Letter of Credit.
The Borrower may from time to time request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request.  Upon receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower.  The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof.  The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).
 2.3.  L/C Participations .
(a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder.  Each L/C Participant agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount that is not so reimbursed (or is so returned).  Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in ‎Section 9, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Credit Document by the Borrower, any other Loan Party (to the extent applicable) or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(b) If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section ‎2.3(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360.  If any such amount required to be paid by any L/C Participant pursuant to Section ‎2.3(a) is not made available to the Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility.  A certificate of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error.
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(c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section ‎2.3(a), the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.
 2.4.  Reimbursement Obligation of the Borrower .
If any draft is paid under any Letter of Credit, the Borrower shall reimburse the Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment, not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice.  Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds.  Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section ‎1.8(b) and (y) thereafter, Section ‎1.8(c).
 2.5.  Obligations Absolute.
The Borrower’s obligations under this ‎Section 2 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against the Issuing Lender, any beneficiary of a Letter of Credit or any other Person.  The Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee.  The Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing Lender.  The Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct, shall be binding on the Borrower and shall not result in any liability of the Issuing Lender to the Borrower.
 2.6.  Letter of Credit Payments .
If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Borrower of the date and amount thereof.  The responsibility of the Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.
 2.7.  Applications .
To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of this ‎Section 2, the provisions of this ‎Section 2 shall apply.
 SECTION 3 FEES (a).    The Borrower agrees to pay to the Administrative Agent a commitment fee for the account of each Lender for the period from and including the Restatement Date to but not including the date the Total Revolving Commitment has been terminated, computed at a rate per annum equal to the Applicable Fee Rate per annum times the average daily Unutilized Commitment of such Lender (the “ Commitment Fee ”).  Such Commitment Fee shall be due and payable in arrears on the last Business Day of each March, June, September and December and on the first date upon which the Total Revolving Commitment shall have been terminated, commencing with the first such date to fall after the Restatement Date.
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(b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender pro rata on the basis of its Revolving Percentage a fee in respect of each outstanding Letter of Credit (the “ Letter of Credit Fee ”) for each day computed at the rate per annum equal to the Applicable Margin for Revolving Loans that are Eurodollar Loans for such day on the Stated Amount of such Letter of Credit on such day.  Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December of each year and on the date upon which the Total Revolving Commitment is terminated, commencing with the first such date to fall after the Restatement Date.  Such fee shall be shared ratably among the Lenders participating in the Revolving Facility.
(c) The Borrower agrees to pay to the Issuing Lender a fee in respect of each Letter of Credit (the “ Fronting Fee ”) computed at the rate of 0.25% per annum on the average daily Stated Amount of such Letter of Credit.  Accrued Fronting Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December of each year and on the date upon which the Total Revolving Commitment is terminated, commencing with the first such date to fall after the Restatement Date.
(d) The Borrower agrees to pay directly to the Issuing Lender upon each issuance of, drawing under, and/or amendment or transfer by a beneficiary of, a Letter of Credit such amount as shall at the time of such issuance, drawing, transfer or amendment be the administrative charge which the Issuing Lender is customarily charging for issuances of, drawings under or amendments or transfers of, letters of credit issued by it.
(e) The Borrower shall pay to the Administrative Agent (x) on the Restatement Date for its own account and/or for distribution to the Lenders the fees referred to in the Fee Letter and such other fees, if any, as have heretofore been agreed to by the Borrower and the Administrative Agent and (y) for its own account such other fees as may be agreed to from time to time between the Borrower and the Administrative Agent, when and as due.
(f) All computations of Fees shall be made in accordance with Section 1.9(a).
 	 SEC TION 4	PREPAYMENT; TAXES .	
 4.1. Voluntary Prepayments .    The Borrower shall have the right to prepay Loans, in whole or in part, without premium or penalty, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent (and the Swingline Lender, in the case of Swingline Loans) at the Notice Office written notice of its intent to prepay the Loans, whether such Loans are Revolving Loans or Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such prepayment is made, which notice shall be substantially in the form of Exhibit I hereto and received by the Administrative Agent by 11:00 A.M. (New York time) one Business Day prior to the date of such prepayment or in the case of Eurodollar Loans, three Business Days prior to the date of such prepayment; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $250,000 in the case of Eurodollar Loans or $100,000 in the case of ABR Loans or $100,000 in the case of Swingline Loans and shall include accrued interest to such date on the amount prepaid, provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 1.14 and (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans
 4.2.  Mandatory Prepayments .
(a) Requirements for Revolving Loans .  If on any date (after giving effect to any other repayments or prepayments on such date) the sum of (i) the aggregate outstanding principal amount of Revolving Loans and Swingline Loans plus (ii) the aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Commitment as then in effect, the Borrower shall repay on such date that principal amount of Swingline Loans and, after the Swingline Loans have been paid in full,  Unpaid Drawings and, after Unpaid Drawings have been paid in full, Revolving Loans, in an aggregate amount equal to such excess.  If, after giving effect to the prepayment of all outstanding Swingline Loans, Unpaid Drawings and Revolving Loans, the aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Commitment as then in effect (any such excess, a “ Total Revolving Commitment Excess Amount ”), the Borrower shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to such Total Revolving Commitment Excess Amount, and the Administrative Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent and the Borrower with terms that are not inconsistent with the Collateral Agency Agreement, until the proceeds are applied to the Obligations under the Credit Documents, and which shall provide that a portion of the balance, if any, held in a cash collateral account established under such cash collateral agreement equal to the amount by which such balance exceeds the Total Revolving Commitment Excess Amount from time to time, shall be released to the Borrower, provided that (x) as a result of such release, a mandatory prepayment shall not be required under the first sentence of this paragraph (b) unless such prepayment is made concurrently with such release, and (y) immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result from such release.
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(b) Application for Prepayments of Loans .  With respect to each prepayment of Loans required by this Section ‎4.2, the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made, provided that (i) the Borrower shall first so designate all ABR Loans and Eurodollar Loans under an affected Facility with Interest Periods ending on the date of repayment prior to designating any other Eurodollar Loans and (ii) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans.  If the Borrower is required by this Section ‎4.2 to repay any Eurodollar Loans and such prepayment will result in the Borrower being required to pay breakage costs under Section ‎1.14 (any such Eurodollar Loans, “ Affected Loans ”), the Borrower may elect, by notice to the Administrative Agent, to have the provisions of the following sentence be applicable.  At the time any Affected Loans are otherwise required to be prepaid, the Borrower may elect to deposit 100% (or such lesser percentage elected by the Borrower) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the Administrative Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent with terms that are not inconsistent with the Collateral Agency Agreement, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of such Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to the relevant Loans (or such earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the amount of the relevant Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account).  In the absence of a designation and/or election by the Borrower as described in the preceding sentences, the Administrative Agent shall, subject to the first sentence of this paragraph, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section ‎1.14.
 4.3. Taxes (a).    Any and all payments by or on account of any obligation of any Borrower Party under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable law.  If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Entity in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Borrower Party shall be increased as necessary so that, after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section ‎4.3), the applicable Credit Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(b) The Borrower Parties shall timely pay to the relevant Governmental Entity in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, Other Taxes.
(c) As soon as practicable after any payment of Taxes by any Borrower Party to a Governmental Entity pursuant to this Section ‎4.3, such Borrower Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Entity evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(d) The Borrower Parties shall jointly and severally indemnify each Credit Party, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Credit Party or required to be withheld or deducted from a payment to such Credit Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(e) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Borrower Party has not already indemnified the Administrative Agent for any such Taxes which are Indemnified Taxes and without limiting the obligation of the Borrower Parties to do so), (ii) any Taxes attributable to such Lender's failure to comply with the provisions of Section ‎12.4(a) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Entity.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).
(f) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
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withholding.  In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section ‎4.3(f)(ii)(A), ‎(ii)‎(B) and ‎(ii)‎(D) below) shall not be required if in the Lender's reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) Without limiting the generality of the foregoing,
(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B) any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(1) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "business profits" or “other income” article of such tax treaty;
(2) executed originals of IRS Form W-8ECI;
(3) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Non-U.S. Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of the Borrower (or, if the Borrower is disregarded as an entity separate from its owner for U.S. federal income tax purposes, the Borrower’s tax owner for U.S. federal income tax purposes) within the meaning of Section 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E; or
(4) to the extent a Non-U.S. Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;
(C) any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D) if a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
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Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
(iii) The Administrative Agent shall, to the extent it is legally entitled to do so, deliver to the Borrower on or prior to the Restatement Date (and from time to time thereafter upon the reasonable request of the Borrower),
(A) with respect to any amounts payable to the Administrative Agent for its own account, an executed original of any form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made; and
(B) if a payment made to the Administrative Agent under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if the Administrative Agent were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), the Administrative Agent shall deliver to the Borrower at the time or times prescribed by law and at such time or times reasonably requested by the Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower as may be necessary for the Borrower to comply with its obligations under FATCA and to determine that the Administrative Agent has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (B), “FATCA” shall include any amendments made to FATCA after the date of this Agreement; and
(C) with respect to any amounts payable to the Administrative Agent for the account of others, an executed original of IRS Form W-8IMY (or applicable successor form) certifying in Part I, line 4 that the Administrative Agent is a U.S. branch of a foreign bank, certifying in Part VI, Line 17b, that the Administrative Agent agrees to be treated as a U.S. Person with respect to any such payments made to it under any Credit Document and certifying in Part I, line 5 the appropriate Chapter 4 status, all of the foregoing in order to permit the Borrower to make payments to the Administrative Agent without deduction or withholding of any Taxes imposed by the United States. 
The Administrative Agent agrees that if any form or certification it previously delivered pursuant to this Section 4.3(f)(iii) expires or becomes obsolete or inaccurate in any respect, it shall upon request from the Borrower update or replace such form, as applicable, or promptly notify the Borrower in writing of its legal inability to do so.
(g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section ‎4.3 (including by the payment of additional amounts pursuant to this Section ‎4.3), it shall pay to the indemnifying party within 30 days from the date of such receipt an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Entity with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Entity) in the event that such indemnified party is required to repay such refund to such Governmental Entity.  Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
(h) Each party’s obligations under this Section ‎4.3 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under the Credit Documents.
(i) For purposes of this Section 4.3, the term “Lender” includes the Issuing Lender and the term “applicable law” includes FATCA.
(j) For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of the Agreement, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
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 	SECTION 5	CONDITIONS PRECEDENT .  	
 5.1.  Conditions to Effectiveness .  The effectiveness of this Agreement is subject to the satisfaction of each of the following conditions precedent:
(a) Credit Documents .  The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, the Borrower and each Person listed on Annex 1.1A, (ii) each other Credit Document (including amended and restated Security Documents and the Security Agreement), executed and delivered by the Borrower and each other Person party thereto.
(b) Opinions of Counsel .  The Administrative Agent shall have received (i) an opinion, addressed to the Administrative Agent and each of the Lenders and dated the Restatement Date, from Baker Botts L.L.P., counsel to the Borrower, which opinion shall cover the matters covered in Exhibit C and (ii) an opinion, addressed to the Administrative Agent and dated the Restatement Date, from Sutherland Asbill & Brennan LLP, regulatory counsel to the Borrower, which opinion shall cover the matters covered in Exhibit E.
(c) Proceedings .  (i)  The Administrative Agent shall have received from the Borrower a certificate, dated the Restatement Date, signed by the President or any Vice-President and the Secretary or Assistant Secretary of the Borrower in the form of Exhibit B or in a form acceptable to the parties hereto, together with (w) copies of the certificate of formation, limited liability company agreement, or other organizational documents of the Borrower, (x) the resolutions, or such other administrative approval, of the Borrower referred to in such certificate to be reasonably satisfactory to the Administrative Agent, (y) an incumbency certificate which shall include the name, position and specimen signature of each officer of the Borrower executing the Credit Documents or any other document delivered in connection herewith on behalf of the Borrower and (z) a statement that all of the applicable conditions set forth in Section ‎5.2 have been satisfied as of such date; and
(ii) All corporate, limited liability company and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including long-form good standing certificates and any other records of corporate or limited liability company proceedings and governmental approvals, if any, which the Administrative Agent may have reasonably requested in connection therewith, such documents and papers, where appropriate, to be certified by proper corporate or governmental authorities.
(d) Adverse Change, etc .  During the period from December 31, 2013 to the Restatement Date, there shall have been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.
(e) Repayment of Existing Indebtedness .  The Administrative Agent shall have received satisfactory evidence that all existing Indebtedness other than Indebtedness permitted pursuant to Section 8.6, of or related to the Borrower and its Subsidiaries, shall have been repaid or cancelled and all documentation representing such indebtedness shall have been terminated.
(f) Security Documents .  The Borrower shall have delivered to the Administrative Agent:
 	(i)	certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of recent date listing all effective financing statements that name the Borrower as a debtor and that are filed in the jurisdictions in which filing of a financing statement is necessary to perfect the security interests purported to be created by the Security Documents, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens);	
 	(ii)	copies of Financing Statements (Form UCC-1) in appropriate form for filing in each jurisdiction as may be necessary to perfect the first priority security interests purported to be created by the Security Documents on the UCC Collateral described therein (subject to no Liens other than Permitted Liens and the rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement) that have not been so perfected prior to the Restatement Date;	
 	(iii)	evidence of the completion of, or arrangements to complete, all other recordings and filings of, or with respect to, any Security Document as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the security interests intended to be created by such Security Document; and	
 	(iv)	evidence that all other actions reasonably necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect and protect the first priority security interests purported to be created by any Security Document on the Collateral described therein (subject to no Liens other than Permitted Liens and the rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement) have been, or are in the process of being, taken.	
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(g) Solvency .  The Administrative Agent shall have received a customary solvency certificate from the chief financial officer, treasurer or another senior financial or accounting officer of the Borrower certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated hereby in form reasonably satisfactory to the Administrative Agent.
(h) Insurance Policies .  The Administrative Agent shall have received evidence of insurance complying with the requirements of Section ‎7.4.
(i) Fees .  The Borrower shall have paid to the Arranger, the Administrative Agent and the Lenders all Fees and expenses required hereunder to be paid or reimbursed by the Borrower or its affiliates and for which invoices have been presented on or before the Restatement Date. Additionally, on the Restatement Date, the Borrower shall have paid to Royal Bank of Canada and RBC Capital Markets, the fees under the Fee Letter.
(j) Financial Information .  The Administrative Agent shall have received copies of:
(i) (a) the audited consolidated balance sheet of the Borrower for the fiscal years ended December 31, 2011, 2012 and 2013, the related consolidated statement of operations, the related consolidated statement of members’ capital and the related consolidated statement of cash flows for the fiscal years ended on such dates, each prepared in accordance with GAAP applied on a consistent basis in accordance with past practice except for any changes required by GAAP or as noted in the notes to the financial statements, accompanied by an unqualified report of Ernst & Young LLP and (b) the audited consolidated balance sheet of Sharyland for the fiscal years ended December 31, 2011, 2012 and 2013, and the related consolidated statement of operations, the related consolidated statement of members’ capital and the related consolidated statement of cash flows for the calendar years ended on such dates, each prepared in accordance with GAAP applied on a consistent basis in accordance with past practice except for any changes required by GAAP or as noted in the notes to the financial statements, accompanied by an unqualified report of Ernst & Young LLP;
(ii) unaudited consolidated financial statements of the Borrower and the unaudited consolidated financial statements of Sharyland for each fiscal quarter ended after the latest calendar year referred to above in Section ‎5.1(i), as applicable, ended at least 45 days prior to the Restatement Date and the related unaudited consolidated statement of operations, the related consolidated statement of members’ capital and the related consolidated statement of cash flows for  the corresponding period certified by an Authorized Officer of Sharyland and the Borrower, as applicable, as being prepared in good faith and in accordance with GAAP applied on a consistent basis except for any changes required by GAAP or as noted in the notes to the financial statements; and
(iii) projections of the Borrower through 2018 that are not, in the reasonable determination of the Administrative Agent, materially inconsistent in an adverse manner with any comparable projections delivered to the Administrative Agent prior to the Restatement Date.
(k) USA PATRIOT Act .  The Administrative Agent shall have received, at least 5 days prior to the Restatement Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(l) Financial Covenants .  The Borrower shall be in compliance with the financial covenants contained in Section ‎7.11 on a pro forma basis as of the Restatement Date.
 5.2.  Conditions to All Credit Events .  The obligation of the Lenders to make each Loan hereunder, the Swingline Lender to make Swingline Loans hereunder and the obligation of the Issuing Lender to issue Letters of Credit hereunder, is subject, at the time of each such Credit Event, to the satisfaction of the following conditions:
(a) at the time of such Credit Event and also immediately after giving effect thereto, there shall exist no Default or Event of Default;
(b) all representations and warranties contained herein or in the other Credit Documents in effect at such time shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit Event, except to the extent that such representations and warranties expressly relate to an earlier date; and
(c) the Administrative Agent shall have received, (i) with respect to any Revolving Loan Borrowing, a borrowing notice in accordance with Section 1.2, (ii) with respect to any Swingline Borrowing, a swingline notice in accordance with Section 1.4 and (iii) with respect to any Letter of Credit, an Application in accordance with Section 2.2.
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The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by the Borrower to each of the Lenders that all of the conditions specified in Section ‎5.2 (other than the required satisfaction of the Administrative Agent or any Lender as specified therein or as waived), exist as of that time.  All of the certificates, legal opinions and other documents and papers referred to in this ‎Section 5, unless otherwise specified, shall be delivered to the Administrative Agent at its Notice Office for the account of each of the Lenders.
 	 SECT ION 6	REPRESENTATIONS, WARRANTIES AND AGREEMENTS .	
To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letter of Credit, the Borrower hereby represents and warrants to the Administrative Agent and each Lender that:
 6.1.  Organization; Power and Authority .  Each of the Borrower and each Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and is duly qualified and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Each of the Borrower and each Subsidiary has the limited liability company, limited partnership or other organizational, as applicable, power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform the provisions hereof and thereof.
 6.2.  Power and Authority .  Each of the Borrower and each Subsidiary has the requisite power and authority to execute, deliver and carry out the terms and provisions of the Transaction Documents to which it is a party and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Transaction Documents to which it is a party.  Each of the Borrower and each Subsidiary has duly executed and delivered each Transaction Document to which it is a party, and each such Transaction Document constitutes the legal, valid and binding obligation of such Person enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
 6.3.  Disclosure .  No report, financial statement, certificate or other information furnished in writing by the Borrower or its Subsidiaries or their respective counsel to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.
 6.4.  Organization and Ownership of Interests .  As of the Restatement Date, Annex 6.4 contains a complete and correct list and description of the Borrower’s and each Subsidiary’s jurisdiction of organization and ownership structure.  As of the Restatement Date, the Borrower has no Subsidiaries except as shown on Annex 6.4.
 6.5.  Financial Condition; Financial Statements .
(a) On and as of the Restatement Date, on a pro forma basis after giving effect to the transactions contemplated hereby, (x) the sum of the assets, at a fair market valuation, of  the Borrower  and its Subsidiaries on a consolidated basis will exceed its debts, (y) the Borrower and its Subsidiaries on a consolidated basis will not have incurred or intended to, or believes that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) the Borrower and its Subsidiaries taken on a consolidated basis will have sufficient capital with which to conduct its business.  For purposes of this Section ‎6.5, “debt” means any liability on a claim, and “claim” means (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.
(i) (a) The audited consolidated balance sheet of the Borrower for the fiscal years ended December 31, 2011, 2012 and 2013, and the related consolidated statement of operations, the related consolidated statement of members’ capital and the related consolidated statement of cash flows for the fiscal years ended on such dates, accompanied by an unqualified report of Ernst & Young LLP and (b) the audited consolidated balance sheet of Sharyland for the fiscal years ended December 31, 2011, 2012 and 2013, and the related consolidated statement of operations, the related consolidated statement of members’ capital and the related consolidated statement of cash flows for the fiscal years ended on such dates, were certified by an Authorized Officer of the Borrower and Sharyland, respectively, as being prepared in good faith and in accordance with GAAP, applied on a
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consistent basis except for any changes required by GAAP or as noted in the notes to the financial statements and, with respect to the items described in clause (a), fairly presents in all material respects the consolidated financial position of the Borrower and its Subsidiaries as of its date in accordance with GAAP, except for the absence of footnotes and subject to changes resulting from audit and normal year-end adjustments.
(ii) The unaudited consolidated financial statements of the Borrower and the unaudited consolidated financial statements of Sharyland for each fiscal quarter ended after the latest calendar year referred to in Section ‎5.1(i), as applicable, ended at least 45 days prior to the Restatement Date and the related unaudited consolidated statement of operations, the related consolidated statement of members’ capital and the related consolidated statement of cash flows for  the corresponding period were certified by an Authorized Officer of the Borrower and Sharyland, respectively, as being prepared in good faith and in accordance with GAAP, applied on a consistent basis except for any changes required by GAAP or as noted in the notes to the financial statements and, with respect to such financial statements of the Borrower, fairly presents in all material respects the consolidated financial position of the Borrower and its Subsidiaries as of its date in accordance with GAAP, except for the absence of footnotes and subject to changes resulting from audit and normal year-end adjustments.
(iii) Since December 31, 2013, there has been no development or change that has had or could reasonably be expected to have a Material Adverse Effect.
 6.6.  Compliance with Laws, Other Instruments, Etc .  The execution, delivery and performance by each of the Borrower and each Subsidiary of this Agreement and the other Transaction Documents to which such Person is a party, do not and will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Person under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or limited partnership or limited liability company agreement, or any other agreement or instrument to which such Person is bound or by which such Person or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Person or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Person, which in the case of any of the foregoing clauses (i) through (iii), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
 6.7.  Governmental Authorizations, Etc .  Except as set forth on Annex 6.7, no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Borrower or any Subsidiary of this Agreement or any of the other Transaction Documents to which it is a party.
 6.8.  Litigation; Observance of Agreements, Statutes and Orders .
(a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of any Responsible Officer of the Borrower, threatened against or affecting the Borrower or any Subsidiary or, to the knowledge of any Responsible Officer of the Borrower, any Qualified Lessee, or any of their  respective property in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.  The representation in this clause (a) excludes any reference to Environmental Laws or ERISA, each of which is separately addressed in this ‎Section 6.
(b) Neither the Borrower nor any Subsidiary is in default under any term of any Material Project Document or any other agreement or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any Applicable Law, ordinance, rule or regulation (including without limitation Environmental Laws or the USA PATRIOT Act) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(c) To the knowledge of the Borrower, after due inquiry, no breach or default under any of the Material Project Documents to which it or any of its Subsidiaries is a party has occurred and is continuing , which breach or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
 6.9. Taxes .  Each of the Borrower and each Subsidiary has filed all material Tax returns that are required to have been filed by it (or timely requests for extensions have been filed, have been granted and are not expired) in any jurisdiction, and has paid all Taxes shown to be due and payable by it on such returns and all other material Taxes levied upon them or their properties, assets, income or franchises, to the extent such Taxes have become due and payable and before they have become delinquent, (other than (i) the amount of which is not individually or in the aggregate material or (ii) those which are  being contested in good faith by appropriate proceedings and with respect to which such Person has established adequate reserves in accordance with GAAP), except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.  The Borrower knows of no proposed tax assessment against the Borrower or any of its Subsidiaries that would, if made, have a Material Adverse Effect.
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6.10.  Title to Property .  The Borrower and its Subsidiaries have good and sufficient title to their respective properties and assets that individually or in the aggregate are material to them, free and clear of Liens (other than Permitted Liens).
 6.11.  Insurance .  Each of the Borrowers and each Subsidiary have all insurance coverage required by Section ‎7.4.
 6.12.  Licenses, Permits, Etc.; Leases; IP Rights .  The Borrower and its Subsidiaries own or possess all governmental licenses, permits, franchises and authorizations that are necessary for the operation of their respective businesses (collectively, the “ Required Permits ”), without known conflict with the rights of others.  The Leases listed on Annex 6.12 constitute and include all of the Leases to which the Borrower and its Subsidiaries are parties as of the Restatement Date.  As of the Restatement Date, each such Lease is in full force and effect, and constitutes the legal, valid and binding obligation of each Loan Party that is a party thereto. The Borrower and its Subsidiaries own, or possess the right to use, all of the material trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “ IP Rights ”) that are necessary for the operation of their respective businesses, without any conflict, to the knowledge of the Borrower, with the rights of any other Person, except for any IP Rights or any conflicts that, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
 6.13.  Compliance with ERISA (a).   Each Loan Party and each ERISA Affiliate has operated and administered each Plan in compliance with the terms of the Plan and with all Applicable Laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect.  Neither any Loan Party nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code applicable to employee benefit plans (as defined in section 3 of ERISA) and there has been no “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975(c) of the Code) or violation of the fiduciary responsibility rules with respect to any Plan or that has resulted or could reasonably be expected to result in a Material Adverse Effect, and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by any Loan Party or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of any Loan Party or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions of the Code or to Sections 401(a)(29), 412 or 430(k) of the Code or Section 4068 of ERISA, and no liability to the PBGC (other than required premium payments), the IRS, any Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by any Loan Party or any of their ERISA Affiliates, other than such liabilities or Liens as would not be individually or in the aggregate reasonably be expected to result in a Material Adverse Effect.
(b) The present value of the aggregate benefit liabilities under each Plan (other than a Multiemployer Plan) (determined in accordance with Section 430 of the Code and the Treasury Regulations promulgated thereunder as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report) did not exceed the aggregate actuarial value of assets as determined in accordance with Section 430(g)(3) of the Code (and the Treasury Regulations promulgated thereunder) under each such Plan  by an amount that could reasonably be expected to result in a Material Adverse Effect.
(c) No Loan Party or any ERISA Affiliate has incurred Withdrawal Liabilities (and is not subject to contingent Withdrawal Liabilities) of ERISA in respect of Multiemployer Plans that individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.  Neither any Loan Party nor any of its ERISA Affiliates has failed to make by its due date any required contribution to a Multiemployer Plan or received notice that any Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA), in reorganization (within the meaning of Section 4241 of ERISA), or in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA).
(d) The expected postretirement benefit obligation (determined as of the last day of the Borrower’s most recently ended calendar year in accordance with ASC Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by Section 4980B of the Code) of the Borrower is not material to it.
 6.14.  Intentionally omitted .
 6.15.  Intentionally Omitted .
 6.16.  Foreign Assets Control Regulations, Etc .
(a) The use of the proceeds from the Loans hereunder will not violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.
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(b) None of the Borrower, the Subsidiaries or, to the knowledge of any Responsible Officer of the Borrower, any Qualified Lessee: (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti ‑Terrorism Order or (ii) engages in any dealings or transactions with any such Person.  The Borrower, the Subsidiaries and, to the knowledge of any Responsible Officer of the Borrower,  the Qualified Lessees are in compliance, in all material respects, with the USA PATRIOT Act applicable to them.
(c) No part of the proceeds from the Loans hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Borrower and each other Loan Party.
 6.17.  Status under Certain Statutes .
(a) No Loan Party is, or is required to be registered as, an “investment company” under the Investment Company Act of 1940 (the “ICA”), as amended.
(b) The Borrower is not a “public utility” under the FPA and the regulations of FERC thereunder.  The execution, delivery and performance of the Borrower’s obligations under the Credit Documents requires no authorization of approval by, or notice to, and is not subject to the jurisdiction of, FERC under the FPA.
(c) Sharyland and the holding company system of which it is a part have obtained a waiver of the requirements of 18 CFR 366.21, 366.22 and 366.23 (FERC Docket Nos. PH06-59-000 & PH10-18-000), but are subject to the FERC regulations relating to regulatory access to books and records.  Sharyland and the holding company system of which it is a part have filed a notice of holding company status under FERC Docket No. HC06-1-000 and a revised notice of holding company status under FERC Docket No. HC10-1-000.  Under FERC’s currently effective regulations, the Borrower will be deemed not to be a “public-utility company” and as a result Holdings is not a “holding company” under PUHCA.
(d) The Borrower is subject to regulation as an “electric utility” by the Public Utility Commission of Texas.  The execution, delivery and performance of the Borrower’s obligations under the Financing Documents requires no authorization or approval by, or notice to, the Public Utility Commission of Texas or under the Public Utility Regulatory Act of Texas other than those that have been obtained.
(e) Solely by virtue of the execution, delivery and performance of the Credit Documents to which it is a party, the Administrative Agent or any Lender will not become subject to any of the provisions of the FPA, PUHCA (based on FERC’s currently effective definitions under PUHCA) or the Public Utility Regulatory Act of Texas, or to regulation under any such statute.
(f) The Borrower does not own, operate or control any electrical generating, transmitting or distribution facility, or effect or control any sale of electricity, outside of the ERCOT balancing area authority except (i) as permitted by FERC, as set forth in its declaratory order issued in Docket no. EL07-93-000 or (ii) interconnected transmission or distribution assets or systems located substantially in the State of Texas or deriving a majority of their revenue from customers within the State of Texas.
 6.18.  Environmental Matters .
(a) The Borrower has no knowledge of any claims nor has it received any notice of any claim, and no proceeding has been instituted raising any claim against the Borrower or any Subsidiary or any of their real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.
(b) The Borrower has no knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by the Borrower or any Subsidiary or to other assets or its use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.
(c) Neither the Borrower nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect; and
(d) All buildings on all real properties now owned, leased or operated by the Borrower or any of the Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.
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6.19.  Forc e Majeure Events; Employees .  None of the  assets of the Borrower or the Subsidiaries, including the System, has suffered any Force Majeure Event that is continuing.  Neither the Borrower nor any Subsidiary has any employees.
 6.20.  Collateral .  As of the Restatement Date, (i) the security interests in the UCC Collateral granted to the Collateral Agent (for the benefit of the Secured Parties):  (a) constitute, as to such Collateral, a valid security interest and Lien under the New York UCC, and (b) constitute first priority Liens on such Collateral described in the Security Documents, subject to no Liens other than Permitted Liens and the rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement, (ii) all action as is required pursuant to the Security Documents has been taken to establish and perfect the Collateral Agent’s rights in and to, and the first priority of its Lien (subject to Permitted Liens) on, the Collateral as set forth in the immediately preceding clause (i), including any recording, filing, registration, delivery to the Collateral Agent, giving of notice or other similar action, and (iii) the Deeds of Trust create in favor of the Trustee named therein, for the benefit of the Collateral Agent and the other Secured Parties, a valid security interest and first priority Lien in all the Borrower’s right, title and interest in and to the real property subject thereto and the proceeds thereof, subject to no Liens other than Permitted Liens and the rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
 6.21.  Collateral Agency Agreement .  Each of this Agreement and each other Credit Document is a “Financing Agreement”, as such term is defined in the Collateral Agency Agreement.  All of the obligations of the Borrower hereunder and under the other Credit Documents are “Obligations”, as such term is defined in the Collateral Agency Agreement, and “Permitted Secured Indebtedness”, as such term is defined in the Collateral Agency Agreement.
 6.22.  Margin Regulations .  The Borrower is not engaged, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States), or extending credit for the purpose of purchasing or carrying margin stock.  Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets of the Borrower and its Subsidiaries on a consolidated basis subject to the provisions of Section 8.5 or Section 8.10 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 9(i) will be margin stock.
 6.23. OFAC  .  None of the Borrower or any of its Subsidiaries, or any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions, nor is the Borrower or any of its Subsidiaries located, organized or resident in a Designated Jurisdiction.
 	 SEC TION 7	AFFIRMATIVE COVENANTS .	
The Borrower covenants and agrees that until the Commitments have terminated, no Letters of Credit or Promissory Notes are outstanding and the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations under the Credit Documents (other than contingent obligations (including indemnification obligations) for which no claims have been made) incurred hereunder, are paid in full:
 7.1.  Information Covenants .  The Borrower will furnish to the Administrative Agent (on behalf of each Lender):
(a) Annual Financial Statements .  Within 90 days after the close of each fiscal year of the Borrower and each Qualified Lessee (other than a Consolidated Qualified Lessee), as applicable, the consolidated balance sheet of the Borrower and its Subsidiaries and each such Qualified Lessee, as the case may be (in each case, with a separately scheduled consolidating balance sheet and income statement for each Project Finance Subsidiary), as at the end of such fiscal year, the related consolidated statement of operations, the related consolidated statement of members’ capital and the related consolidated statement of cash flows for such fiscal year, in each case setting forth comparative consolidated figures for the preceding fiscal year, and, other than the separately scheduled consolidating balance sheet and income statement of each Project Finance Subsidiary, examined by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit and as to the status of the Borrower or any of its Subsidiaries or such Qualified Lessees, as applicable, as a going concern, together with a certificate of such accounting firm stating that in the course of its regular audit of the business of the Borrower or such Qualified Lessees, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge of any Default or Event of Default (or, in the case of a Qualified Lessee, any default or event of default under any Leases to which such Qualified Lessee is lessee) which has occurred and is continuing or, if in the opinion of such accounting firm such a Default or Event of Default (or, in the case of a Qualified lessee, such a default or event of default under the applicable Lease) has occurred and is continuing, a statement as to the nature thereof (which certificate may be limited to the extent required by accounting rules or guidelines).
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(b ) Quarterly Financial Statements .  As soon as available and in any event within 45 days after the close of each of the first three quarterly accounting periods in each fiscal year, the consolidated balance sheet of the Borrower and its Subsidiaries and each Qualified Lessee (other than a Consolidated Qualified Lessee), as the case may be (in each case, with a separately scheduled supplemental consolidating balance sheet and income statement for each Project Finance Subsidiary), as at the end of such quarterly period, the related consolidated statement of operations, the related consolidated statement of members’ capital and the related consolidated statement of cash flows for such quarterly period, and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and in each case setting forth comparative consolidated figures for the related periods in the prior fiscal year, all of which shall be certified by the chief financial officer, controller, chief accounting officer or other Authorized Officer of the Borrower or such Qualified Lessee, as applicable, except for the absence of footnotes and subject to changes resulting from audit and normal year-end audit adjustments.
(c) Annual Budgets .  As soon as available and in any event within 30 days after the close of each fiscal year of the Borrower and each Qualified Lessee (other than a Consolidated Qualified Lessee), as the case may be, the annual budget of the Borrower and its Subsidiaries and each such Qualified Lessee, as applicable, which shall include details on capital expenditures to be made by the Borrower and its Subsidiaries and each such Qualified Lessee, as applicable, in the next twelve months.
(d) Management Discussion and Analysis .  Within 45 days after the close of each of the first three fiscal quarters in each fiscal year, a management discussion and analysis of each of each Qualified Lessee’s (other than a Consolidated Qualified Lessee) and the Borrower’s consolidated performance for that fiscal quarter and a comparison of performance for that financial quarter to the corresponding fiscal quarter of the previous fiscal year (in form and substance reasonably acceptable to the Administrative Agent, which shall not be unacceptable solely because it does not contain all of the information required to be included in unaudited interim financial statements by Item 303 of Regulation S-K of the Securities Act of 1933, as amended).  Within 90 days after the close of each fiscal year, a management discussion and analysis of each of each such Qualified Lessee’s and the Borrower’s consolidated performance for that fiscal year and a comparison of performance for that fiscal year to the prior year.
All such financial statements delivered pursuant to paragraphs ‎(a) and ‎(b) above shall present fairly in all material respects in accordance with GAAP the consolidated financial condition of such Qualified Lessees or the Borrower and their respective consolidated Subsidiaries, as applicable, as at the applicable dates, and the consolidated results of their operations, their changes in equity (deficit) and their consolidated cash flows for the periods reflected therein, and shall be prepared in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).
(e) Officer’s Certificates .  At the time of the delivery of the financial statements provided for in Section ‎7.1(a) and ‎(b), a certificate of the Senior Financial Officer of each Qualified Lessee (other than a Consolidated Qualified Lessee) or of the Borrower, as applicable, substantially in the form of Exhibit D, to the effect that no Default or Event of Default has occurred and is continuing (or in the case of each such Qualified Lessees, no default or event of default has occurred and is continuing under any Leases to which it is a party, which default or event of default constitutes an Event of Default pursuant to Section 9(f)) or, if any Default or Event of Default has occurred and is continuing (or in the case of each such Qualified Lessees, any default or event of default has occurred and is continuing under any Leases to which it is a party, which default or event of default constitutes an Event of Default pursuant to Section 9(f)), specifying the nature and extent thereof, which certificate shall set forth the calculations required to establish whether the Borrower and its Subsidiaries were in compliance with the provisions of Section ‎7.11 as at the end of such fiscal period or year, as the case may be.  Each such certificate shall also include a list of deposit accounts and securities accounts held by any Loan Party.
(f) Notice of Default or Litigation .  Promptly, and in any event within five Business Days after a Responsible Officer of the Borrower or any of its Subsidiaries obtains knowledge thereof, notice of (v) the occurrence of any event which constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower or such Subsidiary proposes to take with respect thereto, (x)(i) the commencement of or any material development in any litigation or governmental proceeding pending against the Borrower or any of its Subsidiaries in which the amount involved is $750,000 or more (other than proceedings under the Texas Public Utility Act before the Public Utility Commission of Texas or condemnation proceedings in which a Qualified Lessee, the Borrower or any of its Subsidiaries is the condemning party) or is reasonably likely to have a Material Adverse Effect on the ability of the Borrower or any Loan Party to perform its obligations hereunder or under any other Credit Document and (ii) the commencement of any proceeding under the Texas Public Utility Act before the Public Utility Commission of Texas involving the Borrower (other than proceedings that are in the ordinary course of business or that are not material) and the issuance of any final order of the Public Utility Commission of Texas with respect to such proceeding, and (y) any development or event that has had or could reasonably be expected to have a Material Adverse Effect.  Promptly, and in any event within five Business Days after the Borrower receives a written notice of default under a System Lease from the applicable Qualified Lessee, a copy of such notice of default or a written notice specifying the nature and period of existence of such default and what action the Borrower is taking or proposes to take with respect thereto.
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(g) Insurance Certificates .  At the time of the delivery of the financial statements provided for in Section ‎7.1(a), the certification required to be delivered at such time pursuant to Section 7.4(b).
(h) Other Information .  (i) Promptly upon transmission thereof, copies of any reportings or filings by the Borrower or any of its Subsidiaries with regulatory agencies (including the Securities and Exchange Commission or any successor thereto (the “ SEC ”)) but excluding the Public Utility Commission of Texas (and the Federal Energy Regulatory Commission, if applicable); provided that the Borrower shall furnish such reports or filings as the Administrative Agent may reasonably request from time to time, (ii) promptly upon their becoming available, each report and filing made by the Company to holders of other Permitted Secured Indebtedness and (iii) such other information or documents (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of the Required Lenders may reasonably request from time to time.
Documents required to be delivered pursuant to Section 7.1(a) or (b) or Section 7.1(g) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.  The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders (each, a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities.  The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 12.15); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”
 7.2.  Use of Proceeds .  All proceeds of the Loans shall be used to refinance any outstanding amounts under the Original Credit Agreement and to finance the working capital needs, capital expenditures, dividends and distributions of, and for the general corporate purposes of, the Borrower and its Subsidiaries, including future acquisitions not prohibited under this Agreement, but not to fund, directly or indirectly, any Project Finance Subsidiary other than to make Investments in any Project Finance Subsidiary not to exceed amounts that the Borrower would be permitted to make a Distribution under Section 8.9.
 7.3.  Compliance with Law .  Without limiting Section ‎8.4, the Borrower will, and will cause its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which it is subject, including, without limitation, ERISA, the USA PATRIOT Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of its properties or to the conduct of its businesses to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
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7.4.  In surance .
(a) Maintenance of Insurance .  The Borrower will maintain or cause to be maintained and will cause its Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.
(b) Evidence of Insurance .  At the time of the delivery of the certificate required under Section 7.1(e) for financial statements provided for in Section 7.1(a) or promptly upon request by the Administrative Agent, the Borrower shall furnish the Administrative Agent and the Collateral Agent with approved certification of all required insurance.  Such certification shall be executed by each insurer or by an authorized representative of each insurer where it is not practical for such insurer to execute the certificate itself.  Such certification shall identify underwriters, the type of insurance, the insurance limits, and the policy term, and shall specifically list the special provisions enumerated for such insurance required by this Section 7.4.  Upon request, the Borrower will promptly furnish the Administrative Agent and the Collateral Agent with copies of all insurance certificates, binders, and cover notes or other evidence of such insurance relating to the Collateral.
(c) No Duty of any Lender to Verify :  No provision of this Section ‎7.4 or any other provision of this Agreement, any other Financing Document or any Lease shall impose on the Administrative Agent, the Collateral Agent or any Lender any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Borrower, nor shall the Administrative Agent or the Collateral Agent nor any Lender be responsible for any representations or warranties made by or on behalf of the Borrower to any insurance company or underwriter.
 7.5.  Maintenance of Properties .  The Borrower will and will cause its Subsidiaries to, and will use commercially reasonable efforts to cause the Qualified Lessees to, (a) maintain, preserve and protect all of its respective properties (including any such properties comprising any portion of the System) and equipment necessary in the operation of its respective business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof, except in the case of clauses (a) and (b) where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
 7.6.  Payment of Taxes and Claims .  The Borrower will, and will cause each of its Subsidiaries to, file all Tax returns required to be filed by it in any jurisdiction and to pay and discharge all Taxes shown to be due and payable by it on such returns and all other Taxes imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Borrower or any Subsidiary, provided that none of the Borrower or any Subsidiary need pay any such Tax or claim if (i) the amount, applicability or validity thereof is contested by such Person on a timely basis in good faith and in appropriate proceedings, and such Person has established adequate reserves therefor in accordance with GAAP on its books or (ii) the nonpayment of all such Taxes and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.
 7.7.  Existence, Etc .  Except as permitted under Section 8.2, the Borrower will and will cause each of its Subsidiaries at all times preserve and keep in full force and effect its respective limited liability company, corporate or limited partnership existence and all rights and franchises of the Borrower unless (other than with respect to the Borrower’s existence), in the good faith judgment of the Borrower, the termination of or failure to preserve and keep in full force and effect such limited liability company, corporate or limited partnership existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.
 7.8.  Books and Records; Inspection Rights .  The Borrower will, and will cause each of its Subsidiaries to,  and will use commercially reasonable efforts to cause any Qualified Lessee to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over such Person.  The Borrower will permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours no more than once per each calendar year, upon reasonable advance notice to the Borrower; provided , however , that when an Event of Default has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and as often as may be reasonably desired.
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7.9.  Collatera l; Further Assurances .
(a) The Borrower shall take all actions necessary to ensure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected and enforceable first-priority Liens on the Collateral constituting UCC Collateral and Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.9, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.  The Borrower shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower and upon such Transfer, the Borrower shall take all actions necessary to ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Borrower.
(c) If, after the Restatement Date, the Borrower acquires any Real Property Collateral, the Borrower shall forthwith (and in any event, within five Business Days of such acquisition, or such longer period of time as reasonably agreed by the Administrative Agent) deliver to the Collateral Agent a fully executed mortgage or deed of trust over such real property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral as may be reasonably required by the Required Secured Parties.  The Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein, for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If (A) after the Restatement Date, the Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law), within 30 days of such creation or acquisition (or such longer time as the Administrative Agent may agree), or (B) (x) the Cross Valley Project Transfer has not occurred and CV Project Entity, L.L.C. has not obtained binding commitments for Non-Recourse Debt to finance the Cross Valley Project or (y) the Golden Spread Project Transfer has not occurred and the GS Project Entity has not obtained binding commitments for Non-Recourse Debt to finance the Golden Spread Project, in either case by January 31, 2015 (or such later date as the Administrative Agent may agree), then, in each case of the foregoing clauses (A) and (B), the Borrower shall cause such Wholly-Owned Subsidiary or such Project Finance Subsidiary, as applicable:
(i) to execute and deliver to the Administrative Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Restatement Date pursuant to Section 5.1(c), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), a perfected and enforceable first-priority Lien in the Collateral to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent; and
(iv) if reasonably requested by the Administrative Agent, to deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
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7.10.  Mater ial Project Documents .
(a) The Borrower shall at all times (i) perform and observe all of the covenants under the Material Project Documents to which it is a party, (ii) take reasonable actions to enforce all of its rights thereunder, and (iii) maintain the Leases to which it or any of its Subsidiaries is a party in full force and effect, except to the extent the same could not reasonably be expected to have a Material Adverse Effect.
(b) If the term of a Lease with the Borrower or one of its Subsidiaries expires and the Qualified Lessee under such Lease has either ceased operating the related assets or has ceased paying rent as required under the applicable Lease, the Borrower shall or shall cause a Subsidiary to enter into a supplement or a new Lease with respect to the related Leasehold assets with a Qualified Lessee that provides for rent that, when combined with all other expected revenue, will, in the reasonable judgment of the Borrower, as of the commencement date of such supplement or new Lease, generate sufficient revenue to satisfy the requirements of Section 7.11(b).  Notwithstanding the foregoing, if (i) such expired Lease relates to transmission and/or distribution assets that are not generating significant revenue, (ii) the failure to renew such Lease would not constitute a Material Adverse Effect and (iii) the Borrower reasonably believes it will generate sufficient revenue and hold sufficient assets (without giving effect to the Leasehold assets with respect to such Lease) to satisfy the requirements of Section 7.11, then this Section 7.10(b) will not require a supplement or new lease with respect to such Leasehold assets.
 7.11.  Financial Ratios .
(a) The Borrower shall at all times maintain, on a consolidated basis, a Total Debt to Capitalization Ratio of not more than 0.65 to 1.00.
(b) The Borrower shall maintain, for each period of four consecutive fiscal quarters, a Debt Service Coverage Ratio of at least 1.40 to 1.00.
 SECTION 8 NEGATIVE COVENANTS .  Until the Commitments have terminated, no Letters of Credit or Promissory Notes are outstanding and the Loans and Unpaid Drawings, together with interest, Fees and all other Obligations under the Credit Documents (other than contingent obligations (including indemnification obligations) for which no claims have been made) incurred hereunder, are paid in full:
 8.1.  Transactions with Affiliates .  The Borrower will not and will not permit any Subsidiary to enter into directly or indirectly any transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate, other than, (i) transactions with Project Finance Subsidiaries as permitted by Section 7.9(b) and other transactions between or among the Borrower and one or more Subsidiaries, or any subset thereof, to the extent permitted under Sections 8.2, 8.6, 8.7, 8.10 and 8.14, (ii) any Qualified Lessee Affiliate Loan and any Indebtedness permitted under Section 8.6(d)(ii), (iii) payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Borrower and its Subsidiaries in the ordinary course of business, (iv) transactions entered into in connection with the Cross Valley Project on or prior to the Cross Valley Project Transfer and the Golden Spread Project on or prior to the Golden Spread Project Transfer, (v) ROFO Transfers, and (vi) upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary than would be obtained in a comparable arms-length transaction with a Person not an Affiliate; provided that any transaction will be deemed to meet the requirements of this clause (vi) if, (x) prior to a Qualifying IPO, such transaction is on terms approved by the holders of a majority of the Capital Stock of InfraREIT held by Persons who do not have a separate material interest in such transaction other than by virtue of their ownership of such Capital Stock, or by a majority of the directors nominated by such Persons, and (y) upon the completion of a Qualifying IPO and thereafter, such transaction is on terms approved by a majority of the board of directors (or comparable governing body) of InfraREIT or an Affiliate thereof who are “independent” (as such term is defined pursuant to the rules of the primary exchange on which the Capital Stock is listed for trading), or a majority of the “independent” members of a committee of any such board of directors (or comparable governing body).
 8.2.  Merger, Consolidation, etc .  The Borrower will not nor will it cause or permit any of its Subsidiaries to consolidate with or merge with any other Person or Transfer all or substantially all of its assets in a single transaction or series of transactions to any Person, except (i) pursuant to the System Leases or any other Lease, (ii) as permitted pursuant to Section ‎7.9(b), (iii) that so long as both before and after giving effect to such merger or consolidation or Transfer of all or substantially all of its assets no Default or Event of Default exists, the Borrower or any Subsidiary may merge or consolidate with another Person, and the Borrower or any Subsidiary may Transfer all or substantially all of its assets to another Person, so long as, after giving effect to such merger or consolidation, or such Transfer of all or substantially all of its assets, (A) with respect to any merger or consolidation to which the Borrower is a party, the Borrower shall be the surviving entity, (B) with respect to any merger or consolidation to which a Subsidiary is a party but the Borrower is not, a Subsidiary (other than a Project Finance Subsidiary) shall be the surviving entity and (C) with respect to any Transfer of all or substantially all of its assets by the Borrower or a Subsidiary, the Borrower or another Subsidiary (other than a Project Finance Subsidiary) shall be the transferee or lessee of such assets (except to the extent permitted by clauses (i) and (ii) of this Section 8.2), or (iv) the FERC Merger.
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8.3.  Line of Business .  The Borrower will not and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business in which the Borrower and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the transmission and distribution of electric power and the provision of ancillary services.
 8.4.  Terrorism Sanctions Regulations .  The Borrower will not and will not permit any Subsidiary to, and will use commercially reasonable efforts not to permit any Qualified Lessee to (a) become a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti–Terrorism Order or (b) engage in any dealings or transactions with any such Person.  The Borrower will not directly or indirectly, use the proceeds of any Loans hereunder, or lend, contribute or otherwise make available such proceeds to the parent of the Borrower or any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, the Arranger, Administrative Agent, Issuing Lender, or otherwise) of Sanctions.
 8.5.  Liens .  The Borrower will not, nor will it cause or permit any Subsidiary to, directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to the Collateral or any other property of the Borrower or such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, or on any other asset now owned or hereafter acquired by the Borrower or such Subsidiary, except (each, a “ Permitted Lien ”):
(a) solely in the case of any Borrower Party, Liens created or permitted by the Credit Documents, 2010 Financing Documents or the 2009 Financing Documents on the assets of such Borrower Party; and
(b) (i) solely in the case of a Project Finance Subsidiary, Liens on assets owned by that Project Finance Subsidiary, (ii) Liens on the Capital Stock in any Project Finance Subsidiary to secure its Non-Recourse Debt and (iii) Liens in respect of Guaranties permitted under Section 8.6(c)(iii);
(c) [Reserved]
(d) Liens for Taxes which are not yet due and payable or the payment of which is not at the time required by Section ‎7.6;
(e) any attachment or judgment Lien, unless such attachment or judgment Lien constitutes an Event of Default under ‎Section 9(l) ;
(f) Liens existing on the date of this Agreement set forth in Annex 8.5 hereto;
(g) Liens of a lessor of equipment to the Borrower or any Subsidiary on such lessor’s leased equipment (but excluding equipment leased pursuant to a Capital Lease), including any of the foregoing which is evidenced by a protective UCC filing;
(h) Mechanics’, warehousemen’s, carriers’, workers’, repairers’, landlords’, and other similar liens arising or incurred in the ordinary course of business and (i) which do not in the aggregate materially detract from the value of property or assets subject to such Liens or materially impair the continued use thereof in the operation of the business or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or asset subject to such Liens, or other Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, trade contracts, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money);
(i) zoning, entitlement, restriction, and other land use and environmental regulations by Governmental Authorities and encroachments, easements, rights of way, covenants, restrictions or agreements which do not materially interfere with the continued use of any asset as currently used in the conduct of the business;
(j) any encumbrances set forth in any franchise or governing ordinance under which any portion of the business is conducted which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(k) all rights of condemnation, eminent domain, or other similar right of any Person
(l) any interest of title of a lessor under leases; and
(m) Liens securing Permitted Secured Indebtedness.
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8.6.  Indebte dness .  The Borrower will not, and will not cause or permit any Subsidiary to incur any Indebtedness and will use commercially reasonable efforts not to permit any Qualified Lessee (other than Qualified Lessees (1) with an Investment Grade Credit Rating or (2) whose obligations under the applicable Leases have been Guaranteed by an entity with an Investment Grade Credit Rating) or Subsidiaries of Specified Qualified Lessees to incur Indebtedness for borrowed money, in each case except the following Indebtedness, which may be incurred subject to the requirements of the last paragraph of this section:
(a) Indebtedness evidenced by the Credit Documents, the 2010 Financing Documents and the 2009 Financing Documents;
(b) Indebtedness of the Borrower (i) that is not related to, and does not support, Non-Recourse Debt of a Project Finance Subsidiary and (ii) if incurred, would not result in a breach of Section ‎7.11; provided that, if the Indebtedness is proposed to be secured by any of the Collateral, then at least five Business Days (or such shorter period reasonably agreed by the Administrative Agent) prior to the incurrence of such Indebtedness, the Borrower shall (x) notify the Administrative Agent of its intent to incur such Indebtedness, which notice shall set forth in reasonable detail (A) the amount and proposed economic terms of such Indebtedness, (B) by type of lender or purchaser and (C) the proposed collateral for such Indebtedness (which proposed collateral may include any or all of the Collateral) and (y) deliver to the Collateral Agent and the Administrative Agent an executed joinder agreement substantially in the form of Exhibit A attached to the Collateral Agency Agreement pursuant to which all the proposed holders of such Indebtedness have become party to the Collateral Agency Agreement;
(c) (i) Non-Recourse Debt incurred by a Project Finance Subsidiary of the Borrower (including Non-Recourse Debt incurred by such Project Finance Subsidiary prior to being acquired by the Borrower or a Subsidiary) to fund a New Project, (ii) any Indebtedness in the form of a pledge of Capital Stock in a Project Finance Subsidiary as security for Non-Recourse Debt of such Project Finance Subsidiary, (iii) Indebtedness in the form of Guaranties by the Borrower or any Subsidiary of Indebtedness of any Project Finance Subsidiary, the aggregate amount of which Guaranties shall not exceed $25,000,000 outstanding at any given time, and (iv) Indebtedness of a Subsidiary (other than a Project Finance Subsidiary of the Borrower) owed to the Borrower;
(d) Indebtedness of any such Qualified Lessee (i) in an aggregate principal amount for such Qualified Lessee of up to the greater of (A) $5,000,000 and (B) an amount equal to 1% of the sum of, without duplication, (x) the total amount of the Consolidated Net Plant of such Qualified Lessee, plus (y) the total amount of the Consolidated Net Plant of any guarantor(s) of such Qualified Lessee’s obligations under the applicable Leases, plus (z) the total amount of Leased Consolidated Net Plant, in each case on a senior secured basis and (ii) in an aggregate principal amount for such Qualified Lessee of up to the greater of (A) $10,000,000 and (B) an amount equal to 1.5% of the sum of, without duplication, (x) the total amount of the Consolidated Net Plant of such Qualified Lessee, plus (y) the total amount of the Consolidated Net Plant of any guarantor(s) of such Qualified Lessee’s obligations under the applicable Leases, plus (z) the total amount of Leased Consolidated Net Plant, in each case on an unsecured subordinated basis on terms substantially similar to the terms set forth on Exhibit G, to the extent allowed under the Leases to which such Qualified Lessee is a party as a lessee or tenant thereunder; provided , that for purposes of this clause (d), all Consolidated Qualified Lessees will be treated as one Qualified Lessee;
(e) Indebtedness of the Borrower to any of its Subsidiaries (other than a Project Finance Subsidiary), which by its terms is expressly subordinated to the Obligations, and Indebtedness of any Subsidiary (other than a Project Finance Subsidiary) to the Borrower or any other Subsidiary of the Borrower (other than a Project Finance Subsidiary) not to exceed $5,000,000 at any one time outstanding and in each case to have a maturity date of less than one year;
(f) Qualified Lessees may also incur Indebtedness associated with Qualified Lessee Affiliate Loans; and
(g) Indebtedness of Subsidiaries of Specified Qualified Lessees incurred in an aggregate principal amount for each such Specified Qualified Lessee of up to the product of (x) such Specified Qualified Lessee’s Consolidated Net Plant (derived from its most recently prepared consolidated balance sheet, prepared in accordance with GAAP but adjusted to reverse the effects of failed sale-leaseback accounting in a manner reasonably determined by such Specified Qualified Lessee in good faith) multiplied by (y) the lesser of (A) the sum of such Specified Qualified Lessee’s then-current PUCT-regulated debt-to-equity ratio (expressed as a percentage) and 5% or (B) 65%; provided , that such Indebtedness must be Non-Recourse Debt to such Specified Qualified Lessee.
Indebtedness of the Borrower or any of its Subsidiaries may be incurred under this Section ‎8.6 only if no Default or Event of Default is, or as a result of such incurrence would be, existing.
 8.7.  Loans, Advances, Investments and Contingent Liabilities .  The Borrower will not make or permit to remain outstanding any loan or advance to, or extend credit other than credit extended in the ordinary course of business to any Person, or own, purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person (collectively, “ Investments ”), or commit to do any of the foregoing, except (a) Permitted Investments, (b) ownership, purchase, and acquisition of equity interests in and capital contributions to Project Finance Subsidiaries and Wholly-Owned Subsidiaries, (c) loans, advances and extensions of credit (i) to Wholly-Owned Subsidiaries (other than Project Finance Subsidiaries) and (ii) to Project
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Finance Subsidiaries in the form of Guaranties by the Borrower or any Subsidiary of Indebtedness of any Project Finance Subsidiary, the aggregate amount of which Guaranties shall not exceed $25,000,000 outstanding at any given time, (d) any Qualified Lessee Affiliate Loan or (e) Investments made in connection with the Cross Valley Project and the Golden Spread Project prior to the Cross Valley Project Transfer and the Golden Spread Project Transfer and (f) the ROFO Transfers.
 8.8.  No Subsidiaries .  The Borrower shall have no subsidiaries other than Project Finance Subsidiaries and Wholly-Owned Subsidiaries.
 8.9.  Restricted Payments .  The Borrower will not, directly or indirectly, make or declare any Distribution unless there does not exist and, after giving effect to the proposed Distribution, there will not exist, a Default or an Event of Default.
The Borrower shall deliver to the Administrative Agent and the Collateral Agent before a Distribution is made a certificate of a Responsible Officer of the Borrower stating that the foregoing condition has been satisfied and, if requested, providing supporting data and calculations.
 8.10.  Sale of Assets, etc .  The Borrower will not, nor will it cause or permit any Subsidiary to, Transfer, or agree or otherwise commit to Transfer, any of its assets with a fair market value of greater than $15,000,000, in the aggregate during the term of this Agreement, (“ Asset Sale ”) except ;
(a) the Borrower or a Subsidiary shall lease Systems or other transmission and distribution assets and related assets pursuant to a Lease to which the Borrower or a Subsidiary thereof is a party;
(b) (i) each Project Finance Subsidiary of the Borrower may Transfer its assets to the Borrower or its Wholly-Owned Subsidiaries in accordance with Section 7.9(b); and (ii) the Borrower may Transfer, or suffer the Transfer of, its ownership interests in a Project Finance Subsidiary and such Project Finance Subsidiary may Transfer, or suffer the Transfer of its assets, in each case in connection with and pursuant to the exercise of remedies under the documentation governing Non-Recourse Debt incurred by such Project Finance Subsidiary;
(c) Asset Sales (i) among the Borrower and Subsidiary Guarantors (or a subset thereof), (ii) among Subsidiaries that are not Subsidiary Guarantors and (iii) from Subsidiaries to the Borrower or a Subsidiary Guarantor;
(d) in connection with an acquisition that is not prohibited under this Agreement, (i) Asset Sales of operating assets and related assets to a Qualified Lessee and (ii) Asset Sales that are not electric transmission or distribution assets, in each case (x) which are, in the aggregate, not material in relation to the assets acquired and (y) upon fair and reasonable terms no less favorable to such Person than would be obtained in a comparable arms-length transaction with a Person not an Affiliate;
(e) Permitted Liens;
(f) Investments permitted by Section 8.7, transactions permitted by Section 8.2 and Distributions permitted by Section 8.9;
(g) Asset Sales made in connection with the Cross Valley Project Transfer and the Golden Spread Project Transfer;
(h) Asset Sales consisting of goods and inventory from the Borrower or any Subsidiary  to a Qualified Lessee at cost or on such other terms as may be approved by a majority of the board of directors (or comparable governing body) of InfraREIT or an Affiliate thereof who are “independent” (as such term is defined pursuant to the rules of the primary exchange on which the Capital Stock of InfraREIT or such Affiliate is listed for trading), or a majority of the “independent” members of a committee of any such board of directors (or comparable governing body).
(i) ROFO Transfers; and
(j) Asset Sales of assets that are obsolete or no longer used or useful in such Person’s business.
 8.11.  Sale or Discount of Receivables .  The Borrower will not nor will it cause or permit any Subsidiary to sell with recourse, or discount or otherwise sell for less than the face value thereof, any of its notes or accounts receivable.
 8.12.  Amendments to Organizational Documents .  The Borrower will not nor will it cause or permit any of its Subsidiaries to, and shall use commercially reasonable efforts not to permit any Qualified Lessee or any of its Subsidiaries to, amend, supplement, terminate, replace or waive any provision of its operating agreement or other organization documents after the Restatement Date.  Notwithstanding, this Section ‎8.12, the Borrower, its Subsidiaries, any Qualified Lessee and its Subsidiaries may, without the consent of the Administrative Agent, amend their respective operating agreement or similar organizational documents as may be required to facilitate or implement any of the following:
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(a) reflect (i) the contribution of any new capital or additional capital by new or existing members or partners of such Person, (ii) the addition of new members or partners of such Person, or (iii) any adjustment, termination, reduction or redemption of  equity interests of its members or partners or the issuance of additional equity interests in such Person; provided , that after giving effect to any such changes, no Event of Default would exist under Sections 8.8, 9.1(n) or 9.1(o);
(b) to reflect a change that does not adversely affect TDC, the Administrative Agent or the Lenders in any material respect, or to cure any ambiguity, or correct or supplement any provision, not inconsistent with law or with the provisions of this Agreement;
(c) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(d) to take actions to avoid any material adverse consequences to such Person as a result of any change in law or interpretation of law applicable to a Person subject to regulation by the PUCT and FERC; and
(e) to effect the dissolution, liquidation, merger, or consolidation of any Person that is otherwise not prohibited under this Agreement.
The Borrower will provide prompt notice to the Administrative Agent upon taking any such action under the foregoing sentence of this Section ‎8.12.
 8.13.  Sale and Lease-Back .  Except for the System Leases, the CREZ Lease  and any other Lease, the Borrower will not, nor will it cause or permit any Subsidiary to, enter into any arrangement providing for the leasing by the Borrower or any Subsidiary of real or personal property which has been or is to be Transferred by the Borrower or such Subsidiary to a lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such property or rental obligations of the Borrower or any Subsidiary.
 8.14.  ERISA Compliance .
(a) Relationship of Vested Benefits to Plan Assets .  No Loan Party or ERISA Affiliate will permit any Plan to be “at risk” within the meaning of Section 303 of ERISA to the extent such action could reasonably be expected to result in a Material Adverse Effect.  The Loan Parties and their ERISA Affiliates will not incur Withdrawal Liabilities (and will not become subject to contingent Withdrawal Liabilities) in respect of Multiemployer Plans that individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.
(b) Valuations .  For the purposes of clause (a) above, all assumptions and methods used to determine the actuarial valuation of vested and unvested employee benefits under any Plan at any time maintained by a Loan Party or any ERISA Affiliate and the present value of assets of any such Plan shall be reasonably consistent with those determinations made for purposes of Section ‎6.13 and shall comply with all requirements of law.
(c) Prohibited Actions .  Neither the Loan Parties nor any ERISA Affiliate, nor any Plan at any time maintained by any Loan Party or ERISA Affiliate, will:
(i) engage in any action that could reasonably be expected to cause any transaction contemplated hereunder to result in a non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975(c) of the Code);
(ii) fail to meet the minimum funding standards of Section 302 of ERISA or Sections 412 and 430 of the Code, or seek or obtain a waiver thereof, or fail to make any required contribution to a Multiemployer Plan; or
(iii) terminate any such Plan in a manner which could result in the imposition of a Lien on the Property of the Borrower or any other Loan Party or ERISA Affiliate pursuant to Section 4068 of ERISA that could reasonably be expected to result in a Material Adverse Effect.
 8.15.  No Margin Stock .  Anything herein contained to the contrary notwithstanding, the Borrower will not, nor will it permit any Subsidiary to, make or authorize any investment in, or otherwise purchase or carry, any margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States) that violates the provisions, or for any purpose that violates the provisions, of Regulation U of the Board of Governors of the Federal Reserve System of the United States.
 8.16.  Material Project Documents .
(a) The Borrower will not, and will not permit any Subsidiary to, amend, modify, supplement, replace, terminate or waive any provision of any Lease (other than an Immaterial Lease) to which the Borrower or such Subsidiary is party, or consent to any amendment, modification, supplement, replacement, termination or waiver of any such Lease (other than an Immaterial Lease), other than (x) the Approved Lease Amendments, (y) amendments, modifications, supplements, replacements or waivers that do not cause
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such Lease (or its replacement) to be less favorable to the Borrower, taken as a whole, in any material respect and (z) terminations of any such Lease if the Borrower or such Subsidiary enters into a replacement Lease within 90 days of such termination, so long as (A) such replacement Lease contains then-prevailing market terms and (B) the Borrower reasonably believes that it will be in compliance with Section 7.11 as of the commencement date of such replacement Lease.
(b) The Borrower shall use commercially reasonable efforts to ensure that no Specified Qualified Lessee enters into any lease of transmission or distribution facilities other than (i) the Leases (including maintaining or entering into new Leases or replacement Leases and amending or modifying Leases to the extent not prohibited under this Agreement) and (ii) any other leases consented to by Required Lenders.
 8.17.  Regulation .
(a) The Borrower shall not be or become, and shall use commercially reasonable efforts not to permit any Specified Qualified Lessee to be or become, subject to FERC jurisdiction as a public utility under the FPA; provided , however , that the Borrower shall not be in default of the forgoing negative covenant if the Borrower or any Specified Qualified Lessee becomes subject to FERC jurisdiction under the FPA solely as a result of a change to the FPA or in FERC’s interpretation thereof or regulations thereunder, if the Borrower or any Specified Qualified Lessee takes all necessary actions to comply with applicable FERC requirements and the operation of the System is uninterrupted; and
(b) The Borrower shall not, and shall use commercially reasonable efforts to cause any Specified Qualified Lessee not to, violate in any material respect any regulation or order of the Public Utility Commission of Texas applicable to it.
(c) None of the Borrower nor any Specified Qualified Lessee shall own, operate or control any electrical generating, transmitting or distribution facility, nor effect or control any sale of electricity, outside of the ERCOT balancing area authority except (i) as permitted by FERC, as set forth in its declaratory order issued in Docket no. EL07-93-000 or (ii) interconnected transmission or distribution assets or systems located substantially in the State of Texas or deriving a majority of their revenue from customers within the State of Texas.
 8.18.  Swaps .  The Borrower will not, nor will it permit any Subsidiary (other than Project Finance Subsidiaries of the Borrower) to, enter into any Swap Contracts, except that the Borrower may enter into Swap Contracts solely to hedge interest rate risk and not for speculative purposes.
 8.19. Additional Financial Covenants  .   If the Borrower shall at any time enter into one or more agreements pursuant to which Indebtedness in an aggregate principal amount greater than $25,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Borrower and its Subsidiaries than the financial covenants contained in Section 7.11 of this Agreement, then such more restrictive financial covenants and any related definitions (the " Additional Financial Covenants ") shall automatically be deemed to be incorporated into Section 7.11 of this Agreement by reference from the time such other agreement becomes binding upon the Borrower until such time as such other Indebtedness is repaid in full and all commitments related thereto are terminated; provided , that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist.  So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Lenders shall have consented thereto pursuant to Section 12.12 hereof.  Promptly but in no event more than 5 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Borrower shall furnish Administrative Agent with a copy of such agreement.  Upon written request of the Required Lenders, the Borrower will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.
 8.20. Burdensome Agreements .  The Borrower will not enter into or permit any Subsidiary Guarantor or Subsidiary of a Subsidiary Guarantor to enter into any Contractual Obligation that limits the right (a) of such Subsidiary to make Distributions to the Borrower or any Subsidiary Guarantor or to otherwise transfer property to the Borrower or any Subsidiary Guarantor, (b) of any Subsidiary of the Borrower to guarantee the Indebtedness of the Borrower or (c) of the Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person, in each case except for (i) restrictions arising under Applicable Law, (ii) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of assets not prohibited under this Agreement pending the consummation of such sale or other disposition, (iii) this Agreement, the other Credit Documents, Permitted Liens (other than Liens permitted under Section 8.5(l)), any document or instrument evidencing or granting any such Permitted Liens and the agreements listed on Annex 8.20; (iv) any Contractual Obligation relating to Indebtedness permitted pursuant to Section 8.6 (including Liens permitted pursuant to Section 8.5) to the extent, in the good faith judgment of the Borrower, such limitations and requirements described in clauses (a), (b) or (c) above (x) are on customary market terms for Indebtedness of such type at the time entered into, so long as the Borrower has determined in good faith that such restrictions would not reasonably be expected to impair in any material respect the ability of the Loan Parties to meet their ongoing payment obligations under the Credit
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Documents, or (y) are not materially more restrictive, taken as a whole with respect to the Borrower and the Subsidiaries than the restrictions in the Credit Documents, (v) with respect to clause (c), any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 8.6(c) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness and (vi) non-assignment provisions in franchise agreements, licenses, easements, leases, indemnities or other agreements (other than any System Leases).
 	 SECTION  9	EVENTS OF DEFAULT .	
If any of the following conditions or events (each, an “ Event of Default ”) shall occur and be continuing:
(a) the Borrower defaults in the payment of any principal on any Unpaid Drawing, Loan or Promissory Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or
(b) the Borrower defaults in the payment of any interest on any Unpaid Drawing, Loan or Promissory Note , fees or other amounts for more than five days after the same becomes due and payable; or
(c) the Borrower defaults in the performance of or compliance with any term contained in Section ‎7.1(f), Section ‎‎7.11 or ‎Section 8; or
(d) the Borrower defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections ‎9(a), ‎(b) and ‎(c)) or in any other Credit Document (other than those referred to in another paragraph of this ‎Section 9) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Borrower receiving written notice of such default from the Collateral Agent or Administrative Agent (any such written notice to be identified as a “notice of default” and to refer specifically to this ‎Section 9(d)); or
(e) any representation or warranty made in writing by or on behalf of the Borrower or by any officer of the Borrower in this Agreement or any other Transaction Document or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or
(f) with respect to any Lease to which the Borrower or a Subsidiary thereof is a party (other than Immaterial Leases), (i) any such Lease is declared to be null and void or is otherwise unenforceable, or any party thereto claims that any such agreement is unenforceable (unless, within 90 days after such declaration or claim, replaced by a Lease that complies with the provisions of Section 8.16), (ii) one or more payment defaults in an amount in excess of $10,000,000 in the aggregate occurs across all such Leases, after giving effect to any cure periods specified therefor or (iii) any default or event of default (other than those referred to in clause (i) or (ii) of this Section 9.01(f)) occurs under any such Lease that could reasonably be expected to have a Material Adverse Effect and such failure continues for more than 90 days; or
(g) (i) the Certificate of Convenience and Necessity (#30192, #30026, #30114 and #30191) issued or transferred by the Public Utility Commission of Texas to Sharyland and, prior to the FERC Merger, the FERC Operator, is terminated without being timely replaced, revoked or otherwise is not in effect; or (ii) except as could not reasonably be expected to result in a Material Adverse Effect, any other Required Permit is terminated without being timely replaced (if such terminated Permit continues to be a Required Permit), revoked or otherwise is not in effect; provided , however , that the termination without immediate renewal of any franchise agreement pursuant to which the Qualified Lessee operating the applicable portion of the System is authorized to operate the System and collect fees for services shall not constitute an Event of Default if the parties to the franchise agreement continue to perform in accordance with the terms of such agreement notwithstanding the termination; or
(h) any Security Document or any other security document entered into pursuant to Section 7.9 ceases to give the Collateral Agent perfected first priority Liens (subject to Permitted Liens) purported to be created thereby in a material portion of the Collateral, taken as a whole, for any reason other than as expressly permitted hereunder or thereunder (including by amendment, waiver and/or consent granted in accordance with the terms hereunder or thereunder) or satisfaction in full of the Obligations under the Credit Documents; or any Credit Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including by amendment, waiver and/or consent granted in accordance with the terms hereunder or thereunder) or satisfaction in full of all the Obligations under the Credit Documents, ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any Credit Document; or any Loan Party denies that it has any or further liability or obligation under any Credit Document, or purports to revoke, terminate or rescind any Credit Document, other than, for each of the foregoing, as expressly permitted hereunder or thereunder (including by amendment, waiver and/or consent granted in accordance with the terms hereunder or thereunder) or satisfaction in full of the Obligations under the Credit Documents; or
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(i) without limiting clause (h), (i) the Borrower or any Qualified Lessee is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least the Threshold Amount applicable to it beyond any period of grace provided with respect thereto, or (ii) the Borrower or any Qualified Lessee is in default in the performance of or compliance with any term of any evidence of any Indebtedness (including any mortgage, indenture or other agreement relating thereto), which Indebtedness, in the case of the Borrower, is in an aggregate outstanding principal amount of at least $10,000,000 or, in the case of any Qualified Lessee, is in an amount that could reasonably be expected to result in a Material Adverse Effect, and as a consequence of such default or condition one or more Persons are entitled to declare such Indebtedness to be due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), Indebtedness of the Borrower in an aggregate outstanding principal amount of at least $10,000,000 has become or has been declared due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iv) a default or an event of default occurs under any Note Purchase Agreement, and such failure continues beyond any period of grace provided with respect thereto and has not otherwise been waived; or
(j) the Borrower or any Qualified Lessee (other than a Qualified Lessee that is a lessee solely under Immaterial Leases) (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it or, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or
(k) a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Borrower, any Subsidiary or any Qualified Lessee (other than a Qualified Lessee that is a lessee solely under Immaterial Leases), a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of any such Person or any such petition shall be filed against any such Person and such petition shall not be dismissed within 60 days; or
(l) a final judgment or judgments for the payment of money aggregating in excess of the applicable Threshold Amount are rendered against the Borrower or, any Qualified Lessee (other than a Qualified Lessee that is a lessee solely under Immaterial Leases), other than, in each case, judgments payable by the Borrower or such Qualified Lessee, if applicable, rendered in connection with condemnations in favor thereof, and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or
(m) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified any Loan Party or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) any Plan shall be “at-risk” within the meaning of Section 303 of ERISA as of the last day of any calendar year, (iv) any Loan Party or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3 of ERISA) or Sections 401(a)(29), 412 or 430(k) of the Code, (v) any Loan Party or any ERISA Affiliate receives any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of section 4245 of ERISA), in reorganization (within the meaning of section 4241 of ERISA), or in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or (vi) the Borrower establishes or amends any employee welfare benefit plan (as defined in Section 3 of ERISA) that provides post-employment welfare benefits in a manner that would increase the liability of the Borrower thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or
(n) Hunt Family Members cease to Control Sharyland, or any Person other than a Qualified Lessee shall be the lessee under any lease with respect to the System; or
(o) (i) InfraREIT Partners shall cease to own or control, directly or indirectly, 90% of the outstanding equity interest of the Borrower; or (ii) Hunt Family Members cease to own and control, directly or indirectly, at least 5% of the outstanding equity interests of InfraREIT Partners, unless in case of clause (ii), (x) the general partner of InfraREIT Partners has become a publicly held company, or (y) the Borrower has total assets on its balance sheet valued at $1,000,000,000 or greater;
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(p) the Borrower defaults in the performance of or compliance with Section ‎7.10(b),
then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (j) above or paragraph (k) above, in each case with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Credit Documents (including all amounts of Letter of Credit Outstandings, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken:  (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Credit Documents (including all amounts of Letter of Credit Outstandings, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable.  With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time, in a manner consistent with the Collateral Agency Agreement and the other Security Documents, deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit.  Amounts held in such cash collateral account shall be applied to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any (to the extent received in accordance with Section 4.1 of the Collateral Agency Agreement), shall be applied to repay other obligations of the Borrower hereunder and under the other Credit Documents.  After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Credit Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto) in accordance with the terms of the Collateral Agency Agreement. Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.
 	 SECTIO N 10	DEFINITIONS .	
 10.1.  Defined Terms . As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires.  Defined terms in this Agreement shall include in the singular number the plural and in the plural the singular:
“ 2009 Financing Documents ” shall mean, collectively, the 2009 Note Purchase Agreement, the 2029 Notes.
“ 2009 Note Purchase Agreement ” shall mean the Note Purchase Agreement, dated December 31, 2009, among the Borrower and the holders of the Borrower’s 2029 Notes issued thereunder, as the same may be amended, restated, supplemented or otherwise modified from time to time.
“ 2010 Financing Documents ” shall mean, collectively, the 2010 Note Purchase Agreement, the 2030 Notes.
“ 2010 Note Purchase Agreement ” shall mean the Note Purchase Agreement, dated as of the Original Closing Date, among the Borrower and purchasers listed therein, as the same may be amended, restated, supplemented or otherwise modified from time to time.
“ 2029 Notes ” shall mean 7.25% Senior Notes due December 30, 2029 of the Borrower.
“ 2030 Notes ” shall mean 6.47% Senior Notes due December 30, 2030 of the Borrower.
“ ABR ” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Eurodollar Rate for a one month Interest Period in effect on such day plus 1%.  If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, ABR shall be determined without regard to clause (b) of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist.  Any change in ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.
“ ABR Loans ” shall mean Loans the rate of interest applicable to which is based upon ABR.
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“ Act ” shall have the meaning provided in Section ‎12.9.
“ Additional Financial Covenant ” shall have the meaning provided in Section 8.19.
“ Administrative Agent ” shall mean Royal Bank of Canada (“RBC”), together with its affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under this Agreement and the other Credit Documents, together with any of its successors.
“ Affected Loan ” shall have the meaning provided in Section ‎4.2(b).
“ Affiliate ” shall mean, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person.
“ Agreement ” shall have the meaning provided in the recitals.
“ Applicable Fee Rate ” shall mean (i) from the Restatement Date until the third Business Day that immediately follows the date on which an officer’s certificate is delivered pursuant to Section 7.1(e) in respect of the first full fiscal quarter ending after the Restatement Date, 0.375% per annum , and (ii) thereafter, the applicable percentage per annum set forth below, as determined by reference to the Total Debt to Capitalization Ratio as set forth in the most recent officer’s certificate received by the Administrative Agent pursuant to Section 7.1(e).
 
Fee Level	Total Debt to Capitalization Ratio	Applicable Fee Rate	
1	≤0.50:1.00	0.375%	
2	>0.50:1.00	0.500%	
Any increase or decrease in the Applicable Fee Rate resulting from a change in the Total Debt to Capitalization Ratio shall become effective as of the third Business Day immediately following the date an officer’s certificate is delivered pursuant to Section 7.1(e); provided, however, that  “Fee Level 2” shall apply (x) as of the first Business Day at any time after the date on which an officer’s certificate was required to have been delivered but was not delivered (or was delivered but did not contain the calculations of the Total Debt to Capitalization Ratio) until the first Business Day immediately following the date on which such officer’s certificate (which includes calculations of the Total Debt to Capitalization Ratio) is delivered and (y) at all times during the existence of an Event of Default.
“ Applicable Law ” shall mean as to any Person, any local, state or federal law, regulation, rule, ordinances or determination, interpretation or order of an arbitrator or a court or other Governmental Authority, and any Required Permit, in each case applicable to or binding upon such Person or any of its properties or its business or to which such Person or any of its properties or its business is subject.
“ Applicable Margin ” shall mean (i) from the Restatement Date until the third Business Day that immediately follows the date on which an officer’s certificate is delivered pursuant to Section 7.1(e) in respect of the first full fiscal quarter ending after the Restatement Date, 0.75%, in the case of ABR Loans, and 1.75%, in the case of Eurodollar Loans, and (ii) thereafter, the applicable percentage set forth below, as determined by reference to the Total Debt to Capitalization Ratio as set forth in the most recent officer’s certificate received by the Administrative Agent pursuant to Section 7.1(e).

Applicable Margin	
Pricing Level	Total Debt to Capitalization Ratio	ABR Loans	Eurodollar Loans	
1	≤0.50:1.00	0.75%	1.75%	
2	>0.50:1.00	1.00%	2.00%	
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Any increase or decrease in the Applicable Margin resulting from a change in the Total Debt to Capitalization Ratio shall become effective as of the third Business Day immediately following the date an officer’s certificate is delivered pursuant to Section 7.1(e); provided, however, that  “Pricing Level 2” shall apply (x) as of the first Business Day at any time after the date on which an officer’s certificate was required to have been delivered but was not delivered (or was delivered but did not contain the calculations of the Total Debt to Capitalization Ratio) until the first Business Day immediately following the date on which such officer’s certificate (which includes calculations of the Total Debt to Capitalization Ratio) is delivered and (y) at all times during the existence of an Event of Default.
“ Application ” shall mean an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.
“ Approved Lease Amendments ” shall mean the CREZ Lease Amendment and Restatement, the McAllen Lease Amendment and Restatement, the Stanton/Brady/Celeste Lease Amendment and Restatement and, to the extent the FERC Merger has been completed, the FERC Lease Amendment and Restatement.
“ Arranger ” shall mean RBC Capital Markets.
“ Asset Sale ” shall have the meaning set forth in Section ‎8.10.
“ Authorized Officer ” shall mean any senior officer of the Borrower designated as such in writing to the Administrative Agent by the Borrower, in each case to the extent reasonably acceptable to the Administrative Agent.
“ Bankruptcy Event ” shall mean, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
“ Borrower ” shall have the meaning provided in the first paragraph of this Agreement.
“ Borrower Materials” shall have the meaning specified in Section 7.1.
“ Borrower Party ” shall mean the Borrower and each Subsidiary Guarantor.
“ Borrowing ” shall mean the incurrence of a Loan under the Revolving Facility by the Borrower from all of the Lenders having Commitments thereunder on a pro rata basis on a given date (or resulting from conversions on a given date), having, in the case of Eurodollar Loans, the same Interest Period; provided that ABR Loans incurred pursuant to Section ‎1.10 shall be considered part of any related Borrowing of Eurodollar Loans.
“ Borrowing Date ” shall mean any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.
“ Business Day ” shall mean (i) for all purposes other than as covered by clause (ii) below, any day excluding Saturday, Sunday and any day which shall be in the City of New York a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the interbank Eurodollar market.
“ Capital Lease ” shall mean, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.
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“ Capital Stock ” of any Person shall mean any and all shares, interests, rights to purchase, warrants, options, participation, patronage capital or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest.
“ Cash Equivalents ” shall mean (i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof ( provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than six months from the date of acquisition, (ii) Dollar denominated demand or time deposits, certificates of deposit and bankers’ acceptances of (x) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (y) any bank whose short-term commercial paper rating from Standard & Poor’s Ratings Service or its successor or assign which remains in the business of rating creditworthiness of commercial paper (“ S&P ”) is at least A-1 or the equivalent thereof or from Moody’s Investors Service or its successor or assign which remains in the business of rating creditworthiness of commercial paper (“ Moody’s ”) is at least P-1 or the equivalent thereof, in each case with maturities of not more than six months from the date of acquisition, (iii) commercial paper issued by any Lender or by the parent company of any Lender and commercial paper issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating of at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, or guaranteed by any industrial company with a long term unsecured debt rating of at least A or A2, or the equivalent of each thereof, from S&P or Moody’s, as the case may be, and in each case maturing within six months after the date of acquisition and (iv) money market funds that (x) comply with the criteria set forth in SEC Rule 2a-7 under the ICA, (y) are rated at least AA+ by S&P and at least, Aa1 by Moody’s and (z) have portfolio assets of at least $5,000,000,000.
“ Cash Flow ” shall mean, for any period, the sum of the following (without duplication):  (i) all cash paid to the Borrower during such period under the System Leases, (ii) all cash distributions received by the Borrower from Project Finance Subsidiaries of the Borrower during such period, (iii) all interest and investment earnings, if any, paid to the Borrower during such period on amounts on deposit in the account created under the Deposit Agreement, (iv) revenues, if any, received by or on behalf of the Borrower during such period under any insurance policy as business interruption insurance proceeds, and (v) direct cash equity investments made by Holdings in the Borrower (excluding equity contributed to a Project Finance Subsidiary) in an amount not greater than the amount necessary to cause the Borrower to be in compliance with the financial covenants set forth in Section ‎7.11(b) for such period (each such an investment, an “ Equity Cure ”); provided , however , that during any period of four consecutive fiscal quarters, “Cash Flow” shall include an Equity Cure in no more than two of such quarters.
“ Cash Flow Available for Debt Service ” for any period, shall mean (i) Cash Flow received during such period minus (ii) (A) all O&M Costs paid during such period and (B) if an Equity Cure has been made with respect to any fiscal quarter for which Cash Flow Available for Debt Service is calculated, the lesser of (x) the aggregate amount of such Equity Cure for such period and (y) the aggregate amount of cash distributions paid by the Borrower during such period.
“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.
“ Collateral ” shall mean all of the Collateral as defined in each of the Security Documents.
“ Collateral Agency Agreement ” shall mean the Second Amended and Restated Collateral Agency Agreement, dated as of the Restatement Date, among the Collateral Agent, the Borrower and the holders (or agents thereof) of Permitted Secured Indebtedness from time to time party thereto (as may be amended, restated, amended and restated, supplemented, joined or otherwise modified from time to time).
“ Collateral Agent ” shall mean The Bank of New York Mellon Trust Company, N.A., a national association, acting in its capacity as collateral agent for itself and the other Secured Parties, or its successors in such capacity appointed pursuant to the terms of the Collateral Agency Agreement.
“ Commitment ” shall mean with respect to each Lender, such Lender’s Revolving Commitment and in the case of the Swingline Lender, the Swingline Commitment.
“ Commitment Fee ” shall have the meaning provided in Section 3(a).
“ Connection Income Taxes ” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
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“ Consolidated Net Plant ” shall mean, with respect to any Person, as of the date of determination, the net plant set forth on the face of the consolidated balance sheet of such Person or absent such amount on the consolidated balance sheet, the total plant of such Person on a consolidated basis minus accumulated depreciation as set forth in the footnotes of the  consolidated financial statements, in each case, for the fiscal quarter ended on the date of the last financial statements delivered pursuant to Section 7.1.
“ Consolidated Net Worth ” shall mean at any date, the sum of all amounts that would, in conformity with GAAP, be included on a consolidated balance sheet of the Borrower and its consolidated Subsidiaries (and, if positive, of Sharyland and its consolidated Subsidiaries) under stockholders’ equity at such date, plus minority interests, as determined in accordance with GAAP minus any stockholders equity attributable to any Project Finance Subsidiary, provided , however , that any effects resulting from SFAS 158 shall be excluded for purposes of the calculation of Consolidated Net Worth.
“ Consolidated Qualified Lessee ” shall mean any Qualified Lessee that is consolidated into the financial statements of another Qualified Lessee.
“ Contractual Obligation ” shall mean as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“ Control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.
“ Credit Documents ” shall mean this Agreement, the Promissory Notes, the Security Documents, the Subsidiary Guaranties and the Fee Letter and any amendment, waiver, supplement or other modification to any of the foregoing.
“ Credit Event ” shall mean and include the making of a Loan or the issuance of a Letter of Credit.
“ Credit Party ” shall mean the Administrative Agent, the Issuing Lender, the Swingline Lender or any other Lender, as applicable.
“ CREZ Lease ” shall mean (A) prior to the effectiveness of the CREZ Lease Amendment and Restatement, the Amended and Restated Lease Agreement (CREZ Assets) dated as of April 30, 2013, between SP, as lessor, and Sharyland, as lessee, and (B) upon the effectiveness of the CREZ Lease Amendment and Restatement, the CREZ Lease Amendment and Restatement, as such lease may be amended, restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section ‎7.10(b) and/or 8.16 of this Agreement, as applicable.
“ CREZ Lease Amendment and Restatement ” shall mean the Second Amended and Restated Lease Agreement (CREZ Assets), between SP, as lessor, and Sharyland, as lessee, with respect to the CREZ Project.
“ CREZ Project ” shall mean the five transmission lines, four substations and other facilities in Texas identified and awarded to Sharyland by the Public Utility Commission of Texas (the “PUCT”) in Docket Number 37902.
“ Cross Valley Project ” shall mean the approximately 49 mile transmission line in South Texas near the Mexican border, known as the “North Edinburg to Loma Alta 345 kV single-circuit transmission line” project, subsequently, renamed as the “North Edinburg to Palmito 345 kV double-circuit transmission line” project, which is built on double-circuit capable structures and the Palmito substation located on the eastern terminus of the Cross Valley Project.  The Cross Valley Project is part of a 100 mile transmission line, which is jointly developed and permitted by Sharyland and Electric Transmission Texas.
“ Cross Valley Project Transfer ” shall mean  the sale and Transfer of all of the Capital Stock of CV Project Entity, L.L.C., a Project Finance Subsidiary of the Borrower, to Cross Valley Partnership, L.P., a Person Controlled by one or more Hunt Family Members, for a purchase price at least equal to the Cross Valley Project’s rate base cost at such time.
“ Debt Service ” shall mean, for any period, the aggregate (without duplication) of (i) all amounts of interest on the Loans and in respect of other Indebtedness of the Borrower required to be paid during such period, plus (ii) all amounts of principal on the Loans and in respect of other Indebtedness of the Borrower or required to be paid during such period, excluding any optional prepayments of principal during such period, plus (iii) all other premiums, fees, costs, charges, expenses and indemnities due and payable to the Administrative Agent or the other Secured Parties and holders of other Indebtedness of the Borrower or and agents acting on their behalf during such period; provided , however , that for purposes of calculating the Debt Service Coverage Ratio, the Debt Service shall exclude Non-Recourse Debt of a Project Finance Subsidiary.
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“ Debt Service Coverage Ratio ” shall mean, for each period of four most recent consecutive fiscal quarters, the quotient of (i) Cash Flow Available for Debt Service for such period to (ii) Debt Service for such period.  If, during any period, the Borrower and/or any Subsidiary enters into a transaction or series of related transactions not prohibited by this Agreement (including by waiver, consent or amendment given or made in accordance with Section 12.12) pursuant to which the Borrower and/or any Subsidiary acquires or disposes of any assets with a fair market value greater than $1,000,000, the Debt Service Coverage Ratio shall be calculated on a pro forma basis after giving effect to such transaction or series of related transactions as a whole (including any related incurrence, repayment or assumption of Indebtedness), and such transaction or series of related transactions (including any related incurrence, repayment or assumption of Indebtedness) shall be deemed to have occurred as of the first day of the applicable period.
“ Deed of Trust ” shall mean (i) the Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) and each First Lien Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing (Texas) by and from the Borrower, as grantor, to Peter M. Oxman, as trustee, for the benefit of the Collateral Agent and the other Secured Parties, dated as of July 13, 2010, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time and (ii) each other deed of trust by and from the Borrower, as grantor, for the benefit of the Collateral Agent and the other Secured Parties entered into from time to time.
“ Default ” shall mean any event or condition which would, with lapse of time or giving of notice or both, become an Event of Default.
“ Defaulting Lender ” shall mean any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Revolving Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Revolving Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.
“ Deposit Agreement ” shall mean that certain Amended and Restated Deposit Account Control Agreement, dated as of the Restatement Date, by and among the Borrower, The Bank of New York Mellon Trust Company, N.A. and Bank of America, N.A.
“ Depositary ” shall mean Bank of America, N.A.
“ Designated Jurisdiction ” shall mean any country or territory to the extent that such country or territory itself is the subject of any Sanction.
“ Development Agreement ” shall mean that certain Development Agreement to be entered into among Hunt Transmission Services, L.L.C., Sharyland, InfraREIT and/or InfraREIT Partners in connection with one or more New Projects, a copy of which has been provided to the Lenders, pursuant to which Hunt Transmission Services, L.L.C. has granted InfraREIT a right of first offer related to the New Projects identified therein, as amended from time to time in accordance with its terms.
“ Distribution ” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Capital Stock or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.
“ Dollars ” and “ $ ” shall mean dollars in lawful currency of the United States.
“ Eligible Assignee ” shall mean any Person that meets the requirements to be an assignee under Section 12.4.
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“ Environmental Law ” shall mean any federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law formerly, now or hereafter in effect and in each case as amended, including, without limitation, any judicial or administrative order, consent decree or judgment, relating to the environment, including but not limited to Hazardous Materials.
“ ERCOT ” shall mean Electric Reliability Council of Texas or any successor thereto.
“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.  Section references to ERISA are to ERISA, as in effect at the Restatement Date and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.
“ ERISA Affiliate ” shall mean (a) any entity, whether or not incorporated, that is under common control with a Loan Party within the meaning of Section 4001(a)(14) of ERISA; (b) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which a Loan Party is a member; (c) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which a Loan Party is a member; and (d) with respect to any Loan Party, any member of an affiliated service group within the meaning of Section 414 (m) or (o) of the Code of which that Loan Party, any corporation described in clause (a) above or any trade or business described in clause (b) above is a member.
“ Eurocurrency Reserve Requirements ” shall mean, for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the rates (expressed as a decimal) of the maximum reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of such Board) maintained by a member bank of such Federal Reserve System.
“ Eurodollar Loans ” shall mean Loans the rate of interest applicable to which is based upon the Eurodollar Rate.
“ Eurodollar Rate ” shall mean, for any Interest Period for all Eurodollar Loans comprising part of the same Borrowing (a) the rate of interest per annum expressed on the basis of a year of 360 days, determined by the Administrative Agent,  which is equal to the offered rate that appears on the page of the Reuters LIBOR01 screen (or any successor thereto as may be selected by the Administrative Agent) that displays an average ICE Benchmark Administration Interest Settlement Rate for deposits in Dollars with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period or (b) if the rates referenced in the preceding clause (a) are not available, the rate per annum determined by the Administrative Agent as the rate of interest, expressed on a basis of a year of 360 days, at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Loan being made, continued or converted by the Administrative Agent and with a term and amount comparable to such Interest Period and principal amount of such Eurodollar Loan as would be offered by the Administrative Agent’s London Branch to major banks in the offshore Dollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period; provided that if the rate determined pursuant to either clause (a) or clause (b) above, as applicable, is below zero, the Eurodollar Rate shall be deemed to be zero.
“ Eurodollar Tranche ” shall mean the collective reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).
“ Event of Default ” shall have the meaning provided in ‎Section 9.
“ Excluded Taxes ” shall mean any of the following Taxes imposed on or with respect to a Credit Party or required to be withheld or deducted from a payment to a Credit Party, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Credit Party being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment (including, for the avoidance of doubt, an interest in a Letter of Credit) pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment, including, for the avoidance of doubt, an interest in a Letter of Credit (other than pursuant to an assignment request by the Borrower under Section ‎1.15) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section ‎4.3, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment, including, for the avoidance of doubt, an interest in a Letter of Credit, or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Credit Party’s failure to comply with Section ‎4.3(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.
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“ Existing Lenders ” shall have the meaning provided in the recitals.
“ Facility ” shall mean any of the credit facilities established under this Agreement, i.e. , the Revolving Facility.
“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreements between the United States and another country which modify the provisions of the foregoing.
“ Federal Funds Effective Rate ” shall mean, for any day, the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by it.
“ Fee Letter ” shall mean the Fee Letter, dated November 7, 2014, between the Borrower and Royal Bank of Canada.
“ Fees ” shall mean all amounts payable pursuant to, or referred to in, Section 3.
“ FERC ” shall mean the Federal Energy Regulatory Commission, or any successor agency to its duties and responsibilities.
“ FERC Lease ” shall mean (A) prior to the effectiveness of the FERC Lease Amendment and Restatement, the Second Amended and Restated Lease Agreement, dated as of July 1, 2012, between FERC Owner and FERC Operator and (B) upon the effectiveness of the FERC Lease Amendment and Restatement, the FERC Lease Amendment and Restatement, as such lease may be amended, restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section ‎7.10(b) and/or 8.16 of this Agreement, as applicable.
“ FERC Lease Amendment and Restatement ” shall mean the Third Amended and Restated Lease Agreement (Stanton Transmission Loop Assets) between FERC Owner, as lessor, and FERC Operator, as lessee.
“ FERC Merger ” shall mean the anticipated transaction or series of transactions pursuant to which SDTS FERC L.L.C. will merge into the Borrower and SU FERC L.L.C. will merge into Sharyland.
“ FERC Operator ” shall mean (A) prior to the FERC Merger, SU FERC, L.L.C., a Subsidiary of Sharyland, and (B) upon the completion of the FERC Merger, Sharyland.
“ FERC Owner ” shall mean (A) prior to the FERC Merger, SDTS FERC, L.L.C., a Subsidiary of the Borrower, and (B) upon the completion of the FERC Merger, the Borrower.
“ Financing Documents ” shall mean, collectively, the Credit Documents and the Note Purchase Agreements.
“ Force Majeure Event ” shall mean any claim of force majeure by any Person under any Material Project Document, which would allow such Person to avoid all or any material part of its obligations thereunder and any other fire, explosion, accident, strike, slowdown or stoppage, lockout or other labor dispute (whether pending or, to the Borrower’s knowledge threatened), drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or other casualty (whether or not covered by insurance), that could reasonably be expected to result in a Material Adverse Effect.
“ Foreign Subsidiary ” shall mean any Subsidiary of the Borrower that is not organized under the laws of the United States, any state thereof or the District of Columbia.
“ FPA ” shall mean the Federal Power Act, 16 U.S.C. §§791 et seq., as amended, and the regulations of the FERC thereunder.
“ Fronting Fee ” shall have the meaning provided in Section 3(c).
“ Funding Office ” shall mean  the office of the Administrative Agent specified in Section ‎12.3 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.
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“ GAAP ” shall mean generally accepted accounting principles as in effect in the United States of America.  In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, ratios, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shall have been executed and delivered by the Borrower and the Administrative Agent, all financial covenants, ratios, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred.  “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.  For purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of a Person shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.
“ Golden Spread Project ” shall mean a new 345 kilovolt transmission line that will be approximately 55 miles long and will connect the Golden Spread Electric Cooperative, Inc. Antelope-Elk Energy Center in Hale County, approximately 1.6 miles north of the City of Abernathy on County Road P, to the proposed White River Station that will be built by Sharyland in Floyd County, approximately 9 miles northeast of the City of Floydada and 1.1 miles east of the intersection of County Road 231 and County Road 200 and the Abernathy substation that is located in the western portion of the transmission line.
“ Golden Spread Project Transfer ” shall mean the sale and Transfer of all of the Capital Stock of the GS Project Entity to a Person Controlled by one or more Hunt Family Members for a purchase price at least equal to the Golden Spread Project’s rate base cost at such time.
“ Governmental Authority ” shall mean
(a) the government of:
 	(i)	the United States of America or any State or other political subdivision thereof, or	
 	(ii)	any other jurisdiction in which the Borrower conducts all or any part of its business, or which asserts jurisdiction over any properties of the Borrower, or	
(b) any entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of, or pertaining to, any such government, or
 	(c)	ERCOT, or	
 	(d)	the Texas Regional Entity.	
“ Governmental Entity ” shall mean the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“ GS Project Entity ” shall mean a Project Finance Subsidiary of the Borrower created to finance and develop the Golden Spread Project.
“ Guaranty ” shall mean, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Indebtedness of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:
(a) to purchase such Indebtedness or any property constituting security therefor;
(b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such Indebtedness;
(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such Indebtedness of the ability of any other Person to make payment of the Indebtedness; or
(d) otherwise to assure the owner of such Indebtedness against loss in respect thereof.
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The amount of any Guaranty shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation (or, if less, the maximum amount for which such Guaranty is made) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.  The term “Guarantee” as a verb has a corresponding meaning.
“ Hazardous Materials ” shall mean any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any Applicable Law including, but not limited to, asbestos, urea formaldehyde foam insulation, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.
“ Holdings ” shall have the meaning provided in the preamble.
“ Hunt Family Members ” shall mean (i) Ray L. Hunt; (ii) the spouse of Ray L. Hunt and each of his children and siblings; (iii) the spouse and lineal descendants of any Person identified in the foregoing clause (ii); (iv) any trust or account primarily for the benefit of any Person or Persons identified in the foregoing clauses (i), (ii) or (iii); (v) any corporation, partnership or other entity in which any of the Persons identified in the foregoing clauses (i), (ii), (iii) or (iv) are the beneficial owners of and Control substantially all of the shares of capital stock, membership interests, partnership interests or other equity interests and options or warrants to acquire, or securities convertible into, capital stock, membership interests, partnership interests or other equity securities of an entity; and (vi) the personal representative or guardian of any of the Persons identified in the foregoing clauses (i), (ii) and (iii) upon such Person’s death for purposes of the administration of such Person’s estate or upon such Person’s disability or incompetency for purposes of the protection and management of the assets of such Person.
“ ICA ” shall have the meaning provided in Section ‎6.17.
“ Immaterial Leases ” shall mean Leases pursuant to which the Borrower recognized revenue, in the aggregate, that constituted 10% or less of the total consolidated revenue of the Borrower and its Subsidiaries (other than Project Finance Subsidiaries) as set forth on the face of the consolidated statements of operations for the four consecutive fiscal quarter periods that ended on the date of the last financial statements delivered pursuant to Section 7.1 prior to the date on which the determination of whether such Lease falls within the scope of this definition is required to be made under the Credit Documents.
“ Increase Effective Date ” shall have the meaning specified in Section 1.17(d).
“ Indebtedness ” shall mean, with respect to any Person, at any time, without duplication, (a) its liabilities for borrowed money and its redemption obligations in respect of Preferred Stock that is mandatorily redeemable prior to the date that is 91 days after the Maturity Date; (b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property); (c) (i) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities which would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases; provided , however , that for purposes of this definition (including with respect to clauses (i) and (ii) hereof), the System Leases, any other Lease and any similar lease shall not be treated as a capital lease; (d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities); (e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money); provided , however , that for purposes of this definition, any surety bonds or indemnification agreements entered into by any Qualified Lessee (with respect to which the Borrower or a subsidiary thereof has a reimbursement or backstop obligation) in connection with condemnation proceedings shall be excluded; (f) the aggregate Swap Termination Value of all Swap Contracts of such Person; and (g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.  Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.  For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any Capital Lease or Synthetic Lease obligation (in each case, to the extent the same is considered Indebtedness hereunder) as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
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“ Indemnified Taxes ” shall mean  (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrower Party under any Credit Document and (b) to the extent not otherwise described in clause (a) above, Other Taxes.
“ Information ” shall mean all information other than the financial projections relating to the transactions contemplated hereby that has been or will be made available to the Lenders.
“ InfraREIT ” shall mean (x) prior to a Qualifying IPO, InfraREIT, L.L.C., a Delaware limited liability company, and (y) upon and after a Qualifying IPO, InfraREIT, Inc., a Maryland corporation and in both cases, any successors to the foregoing.
“ InfraREIT Partners ” shall mean InfraREIT Partners, LP, a Delaware limited partnership.
“ Interest Payment Date ” shall mean  (a) as to any ABR Loans (other than any Swingline Loan), the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loans having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loans having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as to any Loan (other than any Revolving Loan that is an ABR Loan and any Swingline Loan), the date of any repayment or prepayment made in respect thereof and (e) as to any Swingline Loan, the day that such Loan is required to be repaid.
“ Interest Period ” shall mean as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six (or, if agreed to by all Lenders under the Revolving Facility twelve) months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six (or, if agreed to by all Lenders under the Revolving Facility, twelve) months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:
1. if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;
2. the Borrower may not select an Interest Period under a particular Facility that would extend beyond the Revolving Facility Final Maturity Date;
3. any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and
4. the Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Loan;
provided , further , that if the Borrower does not make an Interest Period election prior to the time indicated in the foregoing clause (b), then the Borrower shall be deemed to have elected an Interest Period of one month.
“ Investments ” shall have the meaning given to it in Section 8.7.
“ Investment Grade Credit Rating ” shall mean with respect to any Person, a rating of the long-term unsecured debt securities of such Person (or if such rating is unavailable, issuer rating) equal to or higher than (1) “BBB-” (or the equivalent) with a stable or better outlook by Standard & Poor’s Financial Services LLC, or (2) “Baa3” (or the equivalent) with a stable or better outlook by Moody’s Corporation; provided , that if such Person has a rating from both Standard & Poor’s Financial Services LLC and Moody’s Corporation, then the applicable rating shall be deemed to be the lower of the two.
“ IRS ” shall mean the United States Internal Revenue Service.
“ Issuing Lender ” shall mean Royal Bank of Canada or any affiliate of Royal Bank of Canada.
“ L/C Commitment ” shall mean $25,000,000.
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“ L/C Exposure ” shall mean, at any time, the total Letter of Credit Outstandings.  The L/C Exposure of any Revolving Lender at any time shall be its Revolving Percentage of the total L/C Exposure at such time.
“ L/C Participants ” shall mean  the collective reference to all the Revolving Lenders other than the Issuing Lender.
“ Leased Consolidated Net Plant ” shall mean that portion of the Consolidated Net Plant of the lessor of a Lease between such lessor and a Qualified Lessee that is the subject of such Lease.
“ Leases ” shall mean (i) the System Leases, the CREZ Lease, the FERC Lease and any other leases of transmission and distribution and related assets to a Qualified Lessee under which the Borrower or any Subsidiary of the Borrower is a party as a lessor, and (ii) any lease of transmission and distribution and related assets pursuant to which Sharyland is the lessee and a Subsidiary of Sharyland or another Person Controlled by one or more Hunt Family Members is the lessor; provided , no such lease will qualify as a “Lease” hereunder if each of the three following criteria apply: (x) Sharyland is the lessee, (y) cash rental payments have become due and payable pursuant thereto and (z) none of the Borrower, a Subsidiary of the Borrower or a Subsidiary of Sharyland is the lessor.
“ Leasehold ” of any Person, shall mean all of the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.
“ Lender ” shall have the meaning defined in the preamble hereto. Unless the context otherwise requires, the term “Lender” shall include a Swingline Lender.
“ Lender Affiliate ” shall mean (a) any Affiliate of any Lender and (b) any Person that is administered or managed by any Lender or any Affiliate of any Lender and that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (c) with respect to any Lender which is a fund that invests in commercial loans and similar extensions of credit, any other fund that invests in a commercial loans and similar extensions of credit and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such Lender or investment advisor.
“ Lender Parent ” shall mean, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a Subsidiary.
“ Letter of Credit ” shall have the meaning provided in Section ‎2.1(a).
“ Letter of Credit Fee ” shall have the meaning provided in Section 3(b).
“ Letter of Credit Outstandings ” shall mean, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section ‎2.4 at such time.
“ Lien ” shall mean, with respect to any Person, any mortgage, lien, pledge, charge, security interest, or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person, in each case in the nature of a security interest of any kind whatsoever.
“ Loan ” shall mean a loan made by the Lenders to the Borrower pursuant to this Agreement.
“ Loan Party ” shall mean the Borrower and each Subsidiary  that is a party to a Credit Document, as applicable.
“ Material Adverse Effect ” shall mean a material adverse effect upon and/or material adverse developments with respect to (a) the operations, business, assets, properties, liabilities or financial condition of the Borrower and its Subsidiaries (taken as a whole), (b) the ability of the Borrower and the Guarantors (taken as a whole) to perform their obligations under the Credit Documents, (c) the legality, validity or enforceability of any material provision of this Agreement or any other Credit Document, (d) the rights or remedies of the Administrative Agent or the Lenders under the Credit Documents or (e) the validity, perfection or priority of the Collateral Agent’s Liens on any material Collateral.
“ Material Project Document ” shall mean (i) any contract or agreement that is related to the ownership, operation, management service, maintenance, repair or use of the System  entered into by the Borrower or any Subsidiary subsequent to the Restatement Date that involves full payments or obligations of Borrower or any Subsidiary  in excess of $5,000,000 in any calendar year, and  (ii) System Leases, but shall exclude any documents subject to Section 8.12 herein.
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“ McAllen Lease ” shall mean (A) prior to the effectiveness of the McAllen Lease Amendment and Restatement, the Second Amended and Restated Master System Lease Agreement, dated as of July 1, 2012, between the Borrower, as lessor, and Sharyland, as lessee, and (B) upon the effectiveness of the McAllen Lease Amendment and Restatement, the McAllen Lease Amendment and Restatement, as such lease may be amended, restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section ‎7.10(b) and/or 8.16 of this Agreement, as applicable.
“ McAllen Lease Amendment and Restatement ” shall mean the Third Amended and Restated Master System Lease Agreement (McAllen System), between the Borrower, as lessor, and Sharyland, as lessee.
“ Minimum Borrowing Amount ” shall mean $500,000 or a whole multiple of $100,000 in excess thereof.
“ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“ Negative Pledge Agreement ” shall mean the Amended and Restated Negative Pledge Agreement, dated as of the Restatement Date among FERC Owner and the Collateral Agent.
“ New Project ” shall mean any transmission or distribution project, including any such project acquired or built by a Project Finance Subsidiary, any “New Project” or “Footprint Project” (as defined in the Leases) that the Borrower or a Subsidiary of the Borrower funds pursuant to a Lease and any such project that InfraREIT or a Subsidiary thereof acquires pursuant to the Development Agreement.
“ Non-Defaulting Lender ” shall mean each Lender other than a Defaulting Lender.
“ Non-Recourse Debt ” shall mean Indebtedness of a Project Finance Subsidiary or a Subsidiary of Sharyland, as the case may be, that, if secured, is secured solely by a pledge of collateral owned by such Project Finance Subsidiary or such Subsidiary of Sharyland, as the case may be, and the Capital Stock in such Project Finance Subsidiary or such Subsidiary of Sharyland, as the case may be, and for which no Person other than such Project Finance Subsidiary or such Subsidiary of Sharyland, as the case may be, is personally liable.
“ Non-U.S. Lender ” shall mean a Lender that is not a U.S. Person.
“ Note Purchase Agreements ” shall mean, collectively, the 2009 Note Purchase Agreement and the 2010 Note Purchase Agreement.
“ Notice Office ” shall mean the office of the Administrative Agent at 4th Floor, 20 King Street West, Toronto, Ontario M5H 1C4 or such other office as the Administrative Agent may designate to the Borrower from time to time.
“ Obligations ” shall mean the unpaid principal of and interest on (including interest accruing after the maturity of the Loans, including Revolving Loans, and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender (or, in the case of Specified Swap Contracts or Specified Cash Management Contracts , any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Credit Document, the Letters of Credit, any Specified Swap Contracts or any Specified Cash Management Contracts whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.
“ Original Closing Date ” shall mean July 13, 2010.
“ Original Credit Agreement ” shall have the meaning provided in the recitals.
“ Other Connection Taxes ” shall mean with respect to any Credit Party, Taxes imposed as a result of a present or former connection between such Credit Party and the jurisdiction imposing such Tax (other than connections arising from such Credit Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Credit Document, or sold or assigned an interest in any Loan or Credit Document).
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“ Other Taxes ” shall mean all present or future stamp, court, or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 1.15).
“ O&M Costs ” shall mean actual cash management and operation costs of the Borrower, taxes payable by the Borrower, insurance premiums, consumables, fees and expenses of, and other amounts owing to, the Administrative Agent, the Collateral Agent and the Depositary, and other costs and expenses in connection with the management or operation of the Borrower, but exclusive in all cases of (a) non-cash charges, including depreciation or obsolescence charges or reserves therefor, amortization of intangibles or other bookkeeping entries of a similar nature, (b) all other payments of Debt Service, (c) costs of repair or replacement paid with insurance proceeds and (d) development costs related to any Project Finance Subsidiary.
“ Participant Register ” shall have the meaning provided in Section 12.4(a).
“ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.
“ Permit ” shall mean any action, approval, consent, waiver, exemption, variance, franchise, order, permit, authorization, right or license of or from a Governmental Authority, provided that interests or estates in real property, shall not be considered Permits.
“ Permitted Investments ” shall mean any (a) marketable direct obligation of the United States of America, (b) marketable obligation directly and fully guaranteed as to interest and principal by the United States of America, (c) demand deposit with Depositary, or time deposit, certificate of deposit and banker’s acceptance issued by any member bank of the Federal Reserve System which is organized under the laws of the United States of America or any state thereof or any United States branch of a foreign bank, in each case whose equity capital is in excess of $500,000,000 and whose long-term debt securities are rated “A” or better by S&P and “A2” or better by Moody’s, (d) commercial paper or tax exempt obligations given the highest rating by Moody’s and S&P, (e) obligations of a commercial bank described in clause (c) above, in respect of the repurchase of obligations of the type as described in clauses (a) and (b) hereof, provided that such repurchase obligation shall be fully secured by obligations of the type described in said clauses (a) and (b) and the possession of such obligation shall be transferred to, and segregated from other obligations owned by, any such bank, (f) instrument rated “AAA” by S&P and “Aaa” by Moody’s issued by investment companies and having an original maturity of 180 days or less, (g) eurodollar certificates of deposit issued by any bank described in clause (c) above, and (h) marketable security rated not less than “A-1” by S&P or not less than “Prime-1” by Moody’s.  In no event shall Permitted Investments include any obligation, certificate of deposit, acceptance, commercial paper or instrument which by its terms matures (A) more than 180 days after the date of investment, unless a bank meeting the requirements of clause (c) above shall have agreed to repurchase such obligation, certificate of deposit, acceptance, commercial paper or instrument at its purchase price plus earned interest within no more than 90 days after its purchase thereunder or (B) after the next payment date.
“ Permitted Liens ” shall mean all Liens permitted pursuant to Section ‎8.5.
“ Permitted Secured Indebtedness ” shall have the meaning given to it in the Collateral Agency Agreement.
“ Person ” shall mean any individual, partnership, joint venture, firm, cooperative corporation, association, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.
“ Plan ” shall mean any single-employer plan as defined in Section 4001 of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) a Loan Party, a Subsidiary of a Loan Party or an ERISA Affiliate, and each such plan for the five year period immediately following the latest date on which a Loan Party, a Subsidiary of a Loan Party or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.
“ Pledge Agreement ” shall mean the Amended and Restated Assignment of Membership Interests and Pledge Agreement, dated as of the Restatement Date, by TDC, with respect to its membership interests in the Borrower, to the Collateral Agent.
“ Preferred Stock ” shall mean any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.
“ Prime Rate ” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City.
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“ Project Finance Subsidiary ” shall mean a special purpose Subsidiary of a Person created to develop a New Project and to finance such New Project solely with Non-Recourse Debt and equity (including, for the avoidance of doubt, CV Project Entity, L.L.C. and GS Project Entity).
“ Promissory Notes ” shall mean the collective reference to any promissory note evidencing Loans.
“ Public Lender ” shall have the meaning specified in Section 7.1 .
“ Qualified Lessee ” shall mean Sharyland and/or any other utility that is (x) approved or authorized by the applicable public utility commission or similar regulatory authority to operate and/or lease the transmission and/or distribution assets of Borrower or any Subsidiary and (y) a party to a then-effective lease agreement with the Borrower or a Subsidiary thereof pursuant to which such utility leases and operates such entity’s transmission and/or distribution assets.
“ Qualified Lessee Affiliate Loan ” shall mean loans made by InfraREIT Partners or a Subsidiary thereof to Qualified Lessees from time to time in an aggregate principal amount not to exceed $10,000,000 at any time outstanding as long as the use of proceeds of such loans is limited to the acquisition or financing of equipment or other assets used in the Qualified Lessee’s operation or lease of transmission or distribution assets from the Borrower or a Subsidiary thereof pursuant to a Lease.
“ Qualifying IPO ” shall mean an initial public offering of the Capital Stock of InfraREIT pursuant to a registration statement filed with the SEC.
“ Real Property Collateral ” shall mean any fee owned material real property (other than easements and rights of way).
“ Refunded Swingline Loans ” shall have the meaning provided in Section ‎1.4(b).
“ Register ” shall have the meaning set forth in Section ‎12.4(c).
“ Regulation D ” shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.
“ Reimbursement Obligation ” shall mean the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section ‎2.4 for amounts drawn under Letters of Credit.
“ Required Lenders ” shall mean Non-Defaulting Lenders whose outstanding Revolving Commitments (or, if after the Total Revolving Commitment has been terminated, Revolving Extensions of Credit) constitute more than 50% of the total outstanding Revolving Commitments of Non-Defaulting Lenders (or, if after the Total Revolving Commitment has been terminated, the total Revolving Extensions of Credit of Non-Defaulting Lenders).
“ Required Permit ” shall have the meaning provided in Section 6.12.
“ Required Secured Parties ” shall have the meaning provided in the Collateral Agency Agreement.
“ Requirement of Law ” shall mean as to any Person, the certificate of incorporation or formation and by-laws or partnership or operating agreement or other organizational or governing documents of such Person, and any local, state or federal law, regulation, rule, ordinances or determination, interpretation or order of an arbitrator or a court or other Governmental Authority, and any Required Permit, in each case applicable to or binding upon such Person or any of its properties or its business or to which such Person or any of its properties or its business is subject.
“ Responsible Officer ” shall mean any Senior Financial Officer and any other officer of the Borrower with responsibility for the administration of the relevant portion of this Agreement.
“ Restatement Date ” shall mean the date on which the conditions precedent set forth in Section ‎5.1 shall have been satisfied, which date is December 10, 2014.
“ Revolving Commitment ” shall mean,  as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Annex 1.1A, as the same may be adjusted from time to time as a result of assignments to or from each Lender pursuant to Section ‎12.4.
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“ Revolving Commitment Period ” shall mean the period from and including the Restatement Date to the Revolving Facility Final Maturity Date.
“ Revolving Extensions of Credit ” shall mean as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving Percentage of the Letter of Credit Outstandings then outstanding and (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.
“ Revolving Facility ” shall mean the Facility evidenced by the Total Revolving Commitment and the Swingline Facility.
“ Revolving Facility Final Maturity Date ” shall mean the fifth anniversary of the Restatement Date or, if earlier, the date on which the Revolving Commitments are terminated pursuant to ‎Section 9 hereof.
“ Revolving Lender ” shall mean each Lender that has a Revolving Commitment or that holds Revolving Loans.
“ Revolving Loan ” shall have the meaning provided in Section ‎1.1(a).
“ Revolving Percentage ” shall mean as to any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding.  Notwithstanding the foregoing, in the case of Section ‎1.16 when a Defaulting Lender shall exist, Revolving Percentages shall be determined without regard to any Defaulting Lender’s Revolving Commitment.
“ ROFO Transfer ” shall mean the sale and Transfer to Persons Controlled by one or more Hunt Family Members of any assets located in the Texas Panhandle related to the CREZ Project that are categorized as ROFO projects under the Development Agreement with an aggregate fair market value not to exceed $5,000,000.
“ Sanction(s) ” shall mean any international economic sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.
“ SEC ” shall have the meaning provided in Section ‎7.1(g).
“ Secured Parties ” shall mean the Collateral Agent, Administrative Agent, the Lenders, the Issuing Lender and any other Persons that become parties to the Collateral Agency Agreement.
“ Security Agreement ” shall mean the Security Agreement, dated as of the Restatement Date, among the Collateral Agent and the Borrower.
“ Security Documents ” shall mean, to the extent such document has not been terminated, (i) the Collateral Agency Agreement, the Deeds of Trust, the Pledge Agreement, the Deposit Agreement, the Security Agreement, and (ii) other security documents entered into pursuant to Section 7.9 and any other security documents, financing statements and the like filed or recorded in connection with the foregoing.
“ Senior Financial Officer ” shall mean means the chief financial officer, principal accounting officer, treasurer or comptroller of the Borrower or a Qualified Lessee, as applicable.
“ Sharyland ” shall mean Sharyland Utilities, L.P., a Texas limited partnership.
“ SP ” shall mean Sharyland Projects, L.L.C., a Project Finance Subsidiary.
“ Specified Account ” shall mean deposit account number 4426868026 maintained with Bank of America, N.A. in the name of the Borrower, or such other account designated by the Borrower from time to time.
“ Specified Cash Management Contracts ” shall mean any cash management service agreements entered into by the Borrower and any Person that is a Lender or an affiliate of a Lender at the time such agreement is entered into.
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“ Specified Swap Contracts ” shall mean any Swap Contracts entered into by the Borrower and any Person that is a Lender or an affiliate of a Lender at the time such Swap Contract is entered into.
“ Specified Qualified Lessee ” shall mean Sharyland and any Qualified Lessee (a) (i) without an Investment Grade Credit Rating or (ii) whose obligations under the applicable Leases are not guaranteed by an entity with an Investment Grade Rating and (b) whose business is limited to the leasing of transmission and/or distribution assets from the Borrower or any of its Subsidiaries or Affiliates.
“ Stanton/Brady/Celeste Lease ” shall mean (A) prior to the effectiveness of the Stanton/Brady/Celeste Lease Amendment and Restatement, the Amended and Restated Lease Agreement (Stanton/Brady/Celeste Assets), dated as of July 1, 2012, between the Borrower, as lessor, and Sharyland, as lessee, and (B) upon the effectiveness of the Stanton/Brady/Celeste Lease Amendment and Restatement, the Stanton/Brady/Celeste Lease Amendment and Restatement, as such lease may be amended, restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section ‎7.10(b) and/or 8.16 of this Agreement, as applicable.
“ Stanton/Brady/Celeste Lease Amendment and Restatement ” shall mean the Second Amended and Restated Lease Agreement (Stanton/Brady/Celeste Assets), between the Borrower, as lessor, and Sharyland, as lessee.
“ Stated Amount ” of each Letter of Credit shall mean the maximum available to be drawn thereunder (regardless of whether any conditions for drawing could then be met).
“ Subsidiary ” shall mean, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) or such second Person and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries).  Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower and, prior to the completion of the FERC Merger, shall include the FERC Owner.  Prior to the completion of the FERC Merger, all references herein to a Subsidiary of Sharyland shall include the FERC Operator.
“ Subsidiary Guaranties ” shall mean, collectively or individually, depending on the context, the guaranties provided by the Subsidiary Guarantors pursuant to Section 7.9, if any, substantially in the form of Exhibit H attached hereto.
“ Subsidiary Guarantor ” shall mean any Subsidiary of the Borrower that is a guarantor under a guaranty pursuant to Section 7.9.
“ Swap Contract ” shall mean (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions or any of the foregoing (including, but without limitation, any options to enter into any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., or any International Foreign Exchange Master Agreement.
“ Swap Termination Value ” shall mean, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
“ Swingline Commitment ” shall mean the obligation of the Swingline Lender to make Swingline Loans pursuant to Section ‎1.3 in an aggregate principal amount at any one time outstanding not to exceed $5,000,000.
“ Swingline Exposure ” shall mean, at any time, the sum of the aggregate amount of all outstanding Swingline Loans at such time.  The Swingline Exposure of any Revolving Lender at any time shall be its Revolving Percentage of the total Swingline Exposure at such time.
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“ Swingline Facility ” shall mean the Facility evidenced by the Swingline Commitment.
“ Swingline Lender ” shall mean Royal Bank of Canada.
“ Swingline Loans ” shall have the meaning provided in Section ‎1.3(a).
“ Swingline Participation Amount ” shall have the meaning provided in Section ‎1.4(c).
“ Synthetic Lease ” shall mean, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.
“ System ” shall mean the Borrower’s and/or any Subsidiary’s (other than a Project Finance Subsidiary’s) integrated electrical transmission and distribution facilities located primarily in the State of Texas and the systems and other property necessary to operate the transmission and distribution facilities, and all improvements to and expansions of such facilities, and each New Project (upon its completion) owned by the Borrower or a Subsidiary thereof; provided that, for purposes hereof, “System” shall not be deemed to include any easements held by the Borrower or any Subsidiary.
“ System Leases ” shall mean (1) the McAllen Lease, (2) the Stanton/Brady/Celeste Lease, (3) upon the effectiveness thereof, the Lease Agreement (ERCOT Transmission Assets), between the Borrower, as lessor, and Sharyland, as lessee, (4) upon the completion of the FERC Merger, the FERC Lease and (5) any and all other leases and supplements thereto in connection with the System and the transmission and distribution facilities ancillary thereto and any easements associated therewith, each as amended, restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section ‎7.10(b) and/or 8.16 of this Agreement, as applicable.
“ Taxes ” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Entity, including any interest, additions to tax or penalties applicable thereto.
“ TDC ” shall mean Transmission and Distribution Company, L.L.C., a Texas limited liability company.
“ Texas Regional Entity ” shall mean the division of ERCOT authorized to develop, monitor, assess and enforce compliance with NERC Reliability Standards within the geographic boundaries of ERCOT and any successor thereto.
“ Threshold Amount ” shall mean (a) $10,000,000 with respect to the Borrower, (b) $2,000,000 with respect to any Specified Qualified Lessee and (c) with respect to any Qualified Lessee (other than a Specified Qualified Lessee), an amount that could reasonably be expected to result in a Material Adverse Effect.
“ Total Debt ” shall mean, at any date, with respect to the Borrower, all Indebtedness of the Borrower on a consolidated basis; provided , however , that for purposes of calculating the Borrowers’ Total Debt to Capitalization Ratio, the Borrower’s Total Debt shall (i) exclude Non-Recourse Debt of a Project Finance Subsidiary of the Borrower and that portion of the Swap Termination Value defined in clause (b) of the definition of “Swap Termination Value” and (ii) include Indebtedness of Sharyland on a consolidated basis (excluding, for the avoidance of doubt, Non-Recourse Debt of a Project Finance Subsidiary of Sharyland).
“ Total Debt to Capitalization Ratio ” shall mean the Borrower’s Total Debt, divided by the sum of Total Debt plus the Borrower’s Consolidated Net Worth.  In connection with any transaction or series of related transactions not prohibited by this Agreement (including by waiver, consent or amendment given or made in accordance with Section 12.12) pursuant to which the Borrower or any Subsidiary makes any acquisition or disposition of assets with a fair market value greater than $1,000,000, the Total Debt to Capitalization Ratio shall be calculated on a pro forma basis after giving effect to such transaction or series of related transactions as a whole (including any related incurrence, repayment or assumption of Indebtedness).
“ Total Revolving Commitment ” shall mean the sum of the Revolving Commitments of the Lenders.  The amount of the Total Revolving Commitments as of the Restatement Date is $250,000,000, as the same may be reduced from time to time pursuant to Section 1.5 and/or Section 9 and increased from time to time pursuant to Section 1.17.
“ Total Revolving Commitment Excess Amount ” shall have the meaning provided in Section ‎4.2(a).
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“ Total Revolving Extensions of Credit ” shall mean at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.
“ Total Unutilized Revolving Commitment ” shall mean, at any time, (i) the Total Revolving Commitment at such time less (ii) the sum of the aggregate principal amount of all Revolving Loans and Swingline Loans at such time plus the Letter of Credit Outstandings at such time.
“ Transaction Documents ” shall mean, collectively the Financing Documents and the Leases to which the Borrower or a Subsidiary thereof is a party.
“ Transfer ” shall mean, with respect to any item, the sale, exchange, conveyance, lease, transfer or other disposition of such item.
“ Type ” shall mean any type of Loan determined with respect to the interest option applicable thereto, i.e., an ABR Loan or Eurodollar Loan.
“ UCC ” shall mean, with respect to any jurisdiction, the Uniform Commercial Code as in effect in such jurisdiction.
“ UCC Collateral ” shall mean Collateral that is of a type in which a valid security interest can be created under Article 9 of the New York UCC.
“ Unpaid Drawing ” shall mean any payment or disbursement made by the Issuing Lender under any Letter of Credit that has not been reimbursed by the Borrower.
“ Unutilized Commitment ” for any Lender at any time shall mean the excess of (i) the Commitment of such Lender over (ii) the sum of (x) the aggregate outstanding principal amount of Loans made by such Lender plus (y) an amount equal to such Lender’s Revolving Percentage, if any, of the Letter of Credit Outstandings at such time, provided that solely for purposes of calculating the Commitment Fee pursuant to Section 3(a) Swingline Loans shall be deemed not to be outstanding and the Swingline Commitment shall not constitute a “Commitment”.
“ USA PATRIOT Act ” shall mean United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“ U.S. Person ” shall mean a “United States person” within the meaning of Section 7701(a)(30) of the Code.
“ U.S. Tax Compliance Certificate ” shall have the meaning provided in Section 4.3(f)(ii)(B)(3).
“ Wholly-Owned Subsidiary ” shall mean, at any time, any Subsidiary one hundred percent of all of the voting interests of which are owned by any one or more of the Borrower and the Borrower’s other Wholly-Owned Subsidiaries at such time.
“ Withdrawal Liability ” shall mean a liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
“ Withholding Agent ” shall mean any Borrower Party and the Administrative Agent.
“ Written ” or “ in writing ” shall mean any form of written communication or a communication by means of telex, facsimile transmission, telegraph or cable.
 10.2.  Other Definitional Provisions .
(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings set forth herein when used in the other Credit Documents or any certificate or other document made or delivered pursuant hereto or thereto.
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(b) As used herein and in the other Credit Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Loan Party not defined in Section 10.1 and accounting terms partly defined in Section 10.1, to the extent not defined, shall have the respective meanings given to them under GAAP  (provided that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (A) any election under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (B) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof), (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, Leasehold interests and contract rights, and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time.
(c) The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Annex and Exhibit references are to this Agreement unless otherwise specified.
 	SECTION 11	 THE ADMINISTRATIVE AGENT	
 11.1.  Appointment . Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto.   Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent.
 11.2. Delegation of Duties . The Administrative Agent may execute any of its duties under this Agreement and the other Credit Documents by or through agents or attorneys‑in‑fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in‑fact selected by it with reasonable care.
 11.3.  Exculpatory Provisions . Neither the Administrative Agent nor any of its respective officers, directors, employees, agents, advisors, attorneys‑in‑fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Credit Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by the Borrower or any Subsidiary or any officer thereof contained in this Agreement or any other Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document or for any failure of any Borrower a party thereto to perform its obligations hereunder or thereunder.  The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Credit Document, or to inspect the properties, books or records of any Borrower.
 11.4. Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Administrative Agent.  The Administrative Agent may deem and treat the payee of any Promissory Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with
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the Administrative Agent.  The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.  The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.
 11.5.  Notice of Default . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders.  The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.
 11.6. Non-Reliance on Administrative Agent and Other Lenders . Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower or any Subsidiary, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender.  Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement.  Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and its Subsidiaries.  The Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial and other conditions, prospects or creditworthiness of the Borrower or any Subsidiary which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.
 11.7.  Indemnification . The Lenders agree to indemnify the Administrative Agent and its affiliates and their respective officers, directors, employees, affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Revolving Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct.  The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
 11.8.  The Administrative Agent in Its Individual Capacity . The Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and its Subsidiaries as though the Administrative Agent were not the Administrative Agent hereunder.  With respect to the Loans made by it and all Obligations owing to it, the Administrative Agent shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in their individual capacity.
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11.9.  Succ essor Administrative Agent . The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the Lenders and the Borrower.  If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless an Event of Default under ‎Section 9(a) or ‎Section 9(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans.  If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.  After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section ‎11.9 and of Section ‎12.1 shall continue to inure to its benefit.
 11.10.  Arranger . The Arranger shall have no duties or responsibilities hereunder in their respective capacities as such.
 11.11. Credit Bidding  . In each case, subject to the provisions of the Collateral Agency Agreement, the Lenders hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law.  In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Capital Stock or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase).  In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (g) of Section 12.12 of this Agreement), (iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Capital Stock and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.
 	SECTION 12	 MISCELLANEOUS .	
 12.1.  Payment of Expenses, etc . The Borrower agrees to: (i)  pay all reasonable out-of-pocket costs and expenses of the Administrative Agent and Arranger in connection with the syndication of the facilities, negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of Simpson Thacher & Bartlett LLP, counsel to the Administrative Agent and the Arranger); (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Arranger and each of the Lenders in connection with the enforcement (including pursuant to the administration of any bankruptcy proceeding relating to the Borrower) or preservation of any rights under the Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent, the Issuing Lender and for each of the Lenders); (iii) indemnify the Administrative Agent, each Lender, the Issuing Lender, any of their respective Affiliates and its respective officers, directors, employees, advisors, trustees, representatives and agents (collectively, the “ Indemnitees ”) from and hold each of them harmless against any and all losses, costs, liabilities, claims, damages or expenses, including without limitation, those incurred under Environmental Law, incurred by any of them relating in any way to any Loan,
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Credit Document, Letter of Credit, or any transaction contemplated under any Credit Document including, without limitation, any and all losses, costs, liabilities, claims, damages or expenses as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Lender or the Issuing Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by the Borrower, any Loan Party or any other Person) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans or Letters of Credit hereunder, the consummation of any transactions contemplated in any Credit Document, including, without limitation, the reasonable fees, charges and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, costs, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct, found by a final and nonappealable decision of a court of competent jurisdiction, of the Person to be indemnified or of any other Indemnitee who is such Person or an affiliate, agent or representative of such Person).  No Indemnitee shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.  Section 12.1(iii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.  No Indemnitee shall be liable for any damages arising from the use of unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.
 12.2. Right of Setoff .  In addition to any rights now or hereafter granted under Applicable Law or otherwise, and not by way of limitation of any such rights, during the continuance of an Event of Default, the Administrative Agent and each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to any Loan Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any liabilities at any time held or owing by the Administrative Agent or such Lender (including, without limitation, by branches and agencies of the Administrative Agent or such Lender wherever located) to or for the credit or the account of any Loan Party against and on account of the Obligations and liabilities of such Loan Party then due and payable to the Administrative Agent or such Lender under this Agreement or under any of the other Credit Documents, including, without limitation, all interests in Obligations of such Loan Party purchased by such Lender pursuant to Section ‎12.4, and all other claims of any nature or description then due and payable arising out of or connected with this Agreement or any other Credit Document, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand hereunder and although said deposits or liabilities owing by the Administrative Agent or such Lender, or any of them, shall be contingent or unmatured.  Each Lender hereby agrees to hold any such setoff or appropriation amounts to the extent constituting Collateral under the Collateral Agency Agreement or proceeds thereof in trust for the Administrative Agent to be turned over to the Collateral Agent to be applied in accordance with the terms of the Collateral Agency Agreement.
 12.3. Notices (a).    Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier or email communication) and mailed, telecopied or delivered, if to the Borrower, at the address specified opposite its signature below; if to any Lender, at its address specified in the administrative questionnaire; or, at such other address as shall be designated by any party in a written notice to the other parties hereto.  All such notices and communications shall be mailed, telecopied or (subject to Section ‎12.3(b)) electronically communicated or sent by overnight courier, and shall be effective when received.
(b) Notices and other communications to the Administrative Agent and the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to ‎Section 1 unless otherwise agreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
 12.4.  Benefit of Agreement . (a)  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, provided that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of all the Lenders.  Each Lender may, in accordance with Applicable Law, at any time grant participations in any of its rights hereunder or under any of the Promissory Notes to another financial institution, provided that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.12, 1.14 and 4.3 of this Agreement (subject to the requirements and limitations therein, including the requirements under Section 4.3(f) (it being understood that the documentation required under Section 4.3(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this section; provided that such participant (i) agrees to be subject to the provisions of Sections 1.12, 1.14 and
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4.3 as if it were an assignee under paragraph (b) of this Section and (ii) shall not be entitled to receive any greater payment under Sections 1.12, 1.14 and 4.3, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from an adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof that occurs after the participant acquired the applicable participation.  Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 1.15 with respect to any participant.  The participant shall, to the maximum extent permitted by Applicable Law, be deemed to have the right of setoff in respect of its participation in amounts owing under this Agreement to the same extent as if the amount of its participation were owing directly to it as a Lender under this Agreement provided that, in purchasing such participation, such participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section ‎12.6(b) as fully as if it were a Lender hereunder, and, provided, further, that no Lender shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Promissory Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant’s participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Revolving Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral except in accordance with the Credit Documents or (iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or any other Credit Document.  Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Credit Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Credit Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(b) Notwithstanding the foregoing, in accordance with Applicable Law at any time and from time to time, any Lender may assign all or a portion of its Loans and/or Commitments and its rights and obligations under this Agreement to one or more other Persons with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(i) the Borrower, provided that, no consent of the Borrower shall be required in either case for an assignment to a Lender, an Affiliate of a Lender or, if an Event of Default under ‎Section 9(a), ‎9(b), ‎9(j) or ‎9(k) has occurred and is continuing, any other assignee;
(ii) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Revolving Commitment to an assignee that is a Lender with a Revolving Commitment immediately prior to giving effect to such assignment; and
(iii) in the case of any assignment of any Revolving Commitment only, the Issuing Lender (such consent not to be reasonably withheld or delayed);
and, provided further , that no such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries (including, without limitation, any Hunt Family Member), (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person.
Any assignment pursuant to this Section ‎12.4(b) need not be ratable as among the Revolving Commitments of the assigning Lender.  Unless the Borrower and the Administrative Agent otherwise agree, no assignment pursuant to this Section 12.4(b) shall, to the extent such assignment represents an assignment to an institution other than one or more Lenders hereunder, be in an aggregate amount less than $5,000,000 unless the entire Commitment and Loans and other interests of the assigning Lender are so assigned.  If any Lender so sells or assigns all or a part of its interests hereunder or under the Promissory Notes, any reference in this Agreement or the Promissory Notes to such assigning Lender shall thereafter refer to such Lender and to the respective assignee to the extent of their respective interests, and the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender and the assignee shall be treated as a Lender and a party to this Agreement.  Each assignment pursuant to this Section ‎12.4(b) shall be effected by the assigning Lender and the assignee Lender
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executing an Assignment Agreement substantially in the form of Exhibit A (appropriately completed), subject to acceptance and recording thereof by the Administrative Agent.  In the event of any such assignment to a Person not previously a Lender hereunder, either the assigning or the assignee Lender shall pay to the Administrative Agent a nonrefundable assignment fee of $3,500 which may, in the Administrative Agent’s sole discretion, be waived (and shall deliver any information, to be provided by the assignee, requested by the Administrative Agent), and at the time of any assignment pursuant to this Section ‎12.4(b), (i) Annex 1.1A shall be deemed to be amended to reflect the Commitment of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender) and of the other Lenders, and (ii) if any such assignment occurs after the Restatement Date, the Borrower will, if requested by the assignee or assignor, issue new Promissory Notes to the respective assignee and, if applicable, to the assigning Lender.  Each Lender and the Borrower agree to execute such documents (including, without limitation, amendments to this Agreement) as shall be necessary to effect the foregoing.  Nothing in this clause (b) shall prevent or prohibit any Lender from pledging its Promissory Notes or Loans, including, without limitation, to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank.
(c) The Administrative Agent acting on behalf of the Borrower shall maintain at one of its offices a copy of each Assignment Agreement delivered to it (as required hereby) and a register (the “ Register ”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender from time to time (whether or not evidenced by a Promissory Note).  The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Agreement, notwithstanding any notice to the contrary.  Any assignment of any Loan whether or not evidenced by a Promissory Note shall be effective only upon appropriate entries with respect thereto being made in the Register (and each Promissory Note shall expressly so provide).  The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.
(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under a note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
 12.5.  No Waiver; Remedies Cumulative .  No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between any Loan Party and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder.  The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have.  No notice to or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.
 12.6.  Payments Pro Rata (a). The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of any Loan Party in respect of any Obligations of such Loan Party hereunder, it shall distribute such payment to the Lenders (other than any Lender that has expressly waived its right to receive its pro rata share thereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.
(b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise but excluding any amounts received pursuant to Section 1.15 or 12.4) which is applicable to the payment of the principal of, or interest on, the Loans, Fees or reimbursement obligations in respect of the Letters of Credit, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Loan Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount, provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.
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12.7.  Calcu lations; Computations . The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except for the absence of notes and normal year-end adjustments in the case of unaudited financial statements and except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders), provided that, except as otherwise specifically provided herein, all computations determining compliance with ‎Section 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 2013 historical financial statements of the Borrower delivered to the Administrative Agent pursuant to Section ‎6.5.
 12.8.  Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial . (a)  THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER AND ANY CLAIM OR CONTROVERSY RELATED TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.  Any legal action or proceeding with respect to this Agreement or any other Credit Documents may be brought in the courts of the State of New York sitting in New York County or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, the Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts.  The Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section ‎12.3, such service to become effective 30 days after such mailing.  Nothing herein shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Loan Party in any other jurisdiction.
(b) The Borrower hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Credit Document brought in the courts referred to in clause ‎(a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
(c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
(d) The Borrower hereby irrevocably waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any indirect, special, exemplary, punitive or consequential damages.
 12.9.  USA PATRIOT Act. Each Lender, which is subject to Section 326 of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), hereby notifies the Borrower that, pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.
 12.10. Counterparts .  This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.  Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.
 12.11.  Headings . The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.
 12.12. Amendment or Waiver . Neither this Agreement, any other Credit Document, nor any terms hereof or thereof may be amended or modified except in accordance with the provisions of this Section ‎12.12.  The Required Lenders (or , with the written consent of the Required Lenders, the Administrative Agent) and each Loan Party party to the relevant Credit Document may, from time to time (i) enter into written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder; provided that with respect to any amendment or supplement that adversely affects the Collateral Agent, the written consent of the Collateral Agent shall be required and with respect to any amendment or supplement that adversely affects the Issuing Lender or Swingline Lender, the written consent of the Issuing Lender or the Swingline Lender, as applicable, shall be required or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall:
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(a) extend the final scheduled date of maturity of any Loan, reduce the principal, stated rate of any interest or fee payable hereunder (except in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Required Lenders)), or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the consent of each Lender directly affected thereby;
(b) eliminate or reduce the voting rights of any Lender under this Section ‎12.12 without the written consent of such Lender;
(c) release all or substantially all of the Subsidiary Guarantors or all or substantially all of the Collateral in any transaction or series of related transactions  without the consent of each Lender;
(d) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Credit Documents;
(e) amend, modify or waive any provision affecting the rights or duties of an Issuing Lender or Swingline Lender hereunder without the written consent of the Issuing Lender or Swingline Lender, as relevant;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(g) amend, modify or waive any provision of Section 1.11 or Section 12.6 without the written consent of each Lender; or
(h) amend, modify or waive any provision of Article 11 or any other provision of any Credit Document that affects the Administrative Agent without the written consent of the Administrative Agent.
Notwithstanding anything to the contrary contained in this Section ‎12.12, (i) any Credit Document, this Agreement or any related document may be amended, supplemented or waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment, supplement or waiver is delivered in order (x) to comply with local law or advice of local counsel, (y) to cure ambiguities, omissions, mistakes or defects or (z) to cause such Credit Document or other document to be consistent with this Agreement and the other Credit Documents, (ii) the Administrative Agent may direct the Collateral Agent to (x) release any Subsidiary Guarantor from its Guaranty of the Obligations if, in compliance with this Agreement, such Subsidiary Guarantor ceases to be a Wholly-Owned Subsidiary or becomes a Foreign Subsidiary, a Project Finance Subsidiary or any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law and (y) release the liens on or security interests in any Collateral that is sold, transferred, or otherwise disposed of in accordance with this Agreement and (iii) the Credit Parties hereto hereby direct the Collateral Agent, upon the completion of the FERC Merger, to terminate the Pledge Agreement (FERC) and the Negative Pledge Agreement.
 12.13.  Survival . All indemnities set forth herein including, without limitation, in Section ‎1.14, ‎4.3 or ‎12.1 shall survive the execution and delivery of this Agreement and the making and repayment or assignment of the Loans.
 12.14.  Domicile of Loans . Each Lender may transfer and carry its Loans at, to or for the account of any branch office, subsidiary or affiliate of such Lender, provided that the Borrower shall not be responsible for costs arising under Sections 1.12 or ‎1.14 resulting from any such transfer to the extent not otherwise applicable to such Lender prior to such transfer.
 12.15.  Confidentiality . The Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or, subject to an agreement to comply with the provisions of this Section, any Lender Affiliate (b) subject to an agreement to comply with the provisions of this Section, to any assignee or participant or prospective assignee or participant or any actual or prospective direct or indirect counterparty to any Specified Swap Contracts or Specified Cash Management Contracts (or any professional advisor to such counterparty), (c) on a need-to-know basis, to its employees involved in the administration of this Agreement or any other Credit Document, directors, agents, attorneys, accountants, consultants and other professional advisors or those of any of its Affiliates (each of whom shall be instructed to hold the same in confidence), (d) upon the request or demand of any Governmental Entity having jurisdiction over such Lender, (e) in response to any order of any court or other Governmental Entity or as may otherwise be required pursuant to any Requirement of Law, (f) that has been publicly disclosed other than in breach of this Agreement, or becomes available to the Administrative Agent, any Lender, the Issuing Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower, (g) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (h) in connection with the exercise of any remedy hereunder or
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under any other Credit Document, (i) subject to an agreement to comply with the provisions of this Section, any actual or prospective party (or its related parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, or (j) on a confidential basis to (i)  any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder.  For purposes of this Section, “information” means  all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the Issuing Lender on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is not designated as “Public Side Information” or is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
 12.16. Integration . This Agreement and the other Credit Documents represent the agreement of the Borrower, the other Loan Parties, the Administrative Agent and the other Credit Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Borrower, any of its Affiliates, the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.
 12.17.  Acknowledgments . The Borrower hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents;
(b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Credit Documents, and the relationship between the Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and
(c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.
 12.18.  Severability . If any provision of this Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  Without limiting the foregoing provisions of this Section 12.18, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Bankruptcy Event, as determined in good faith by the Administrative Agent or the Issuing Lender, then such provisions shall be deemed to be in effect only to the extent not so limited.
 12.19.  Amendment and Restatement . This Agreement amends and restates the Original Credit Agreement.  All indebtedness, obligations, liabilities and liens created by the Original Credit Agreement and the Credit Documents referred to therein owing to Lenders under this Agreement shall continue unimpaired and in full force and effect, as amended and described in this Agreement and the other Credit Documents.  All references made to the Original Credit Agreement in any Credit Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement.  This Agreement amends and restates the Original Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Credit Agreement or the indebtedness, obligations and liabilities of the Borrower or any Loan Party evidenced or provided for thereunder.
[ signature page follows ]

 
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.
 
Address:	 	 	 	
1807 Ross Avenue, 4 th Floor
Dallas, Texas 75201	SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C.	
 	 	 	 	
Attention:  Brant Meleski	 	 	 	
E-mail: bmeleski@huntutility.com	 	 	 	
cc:  Greg Imhoff	By:	 	 	
 	Name:	 	Brant Meleski	
 	Title:	 	Chief Financial Officer	

 

 
 
Address:	 	 	 	
Royal Bank of Canada	 	 	 	
20 King Street West, 4 th Floor	ROYAL BANK OF CANADA , as Administrative Agent	
Toronto, Ontario M5H 1C4		
Attention:  Manager, Agency Services Group	 	 	 	
Email: ann.hurley@rbccm.com	 	 	 	
Telecopy:  416-842-4023	 	 	 	
 	By:	 	 	
 	Name:	 	 	
 	Title:	 	 	
 	 	 	 	
with a copy to:	 	 	 	
RBC Capital Markets	ROYAL BANK OF CANADA , as Swingline Lender,  Issuing Lender and a Lender	
200 Vesey Street	 	
New York, NY 10281	 	 	 	
Attention: Frank Lambrinos	 	 	 	
Email: frank.lambrinos@rbccm.com	By:	 	 	
Telecopy: 212-428-6270	Name:	 	 	
 	Title:	 	 	

 
Exhibit 10.2
FOURTH AMENDMENT, dated as of September 28, 2015 (this “ 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 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., and the holders of the notes party thereto (“ Holders ”).  Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Agreement (as amended hereby) and the rules of interpretation set forth therein  shall apply to this Amendment.
W I T N E S S E T H :
WHEREAS, the Company and the Holders are parties to the Agreement;
WHEREAS, the Company has requested that the Holders amend the Agreement, as more fully described herein; and
WHEREAS, each Holder party hereto (such Holders constituting the Required Holders) is willing to agree to such amendment, but only upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendments to the Agreement .  The Agreement is amended to read in its entirety as set forth on Annex A hereto.
2. Conditions to Amendment Effective Date .  This Amendment shall become effective upon the date the Holders shall have received counterparts of this Amendment duly executed and delivered by the Company and the other Holders.
3. Representations and Warranties to the Holders .  In order to induce the Holders to enter into this Amendment, the Company hereby represents and warrants as follows:
 	(i)	The Company has the limited liability power and authority to execute and deliver this Amendment and to carry out the terms and provisions of this Amendment and the Agreement, as amended hereby, and has taken all necessary limited liability company action to authorize the execution and delivery by the Company of this Amendment and the performance under this Amendment and the Agreement, as amended hereby.  The Company has duly executed and delivered this Amendment, and this Amendment constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).	
 	(ii)	The execution and delivery by the Company of this Amendment and the performance under this Amendment and the Agreement, as amended hereby, do not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or limited partnership or limited liability company agreement, or any other agreement or instrument to which the Company is bound or by which the Company or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, which in the case of any of the foregoing clauses (i) through (iii), with respect to Material Project Documents, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.	
 	(iii)	No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution or delivery by the Company of this Amendment or the performance under this Amendment and the Agreement, as amended hereby.	
 	(iv)	No Default or Event of Default has occurred and is continuing on the date hereof after giving effect to the transactions contemplated herein.	

 
4. Continuing Effect of Financing Documents .  Except as expressly set forth herein, this Amendment shall not constitute an amendment or waiver of any provision of the Agreement and shall not be construed as an amendment, waiver or consent to any further or future action on the part of the Company that would require an amendment, waiver or consent of the Holders.  Except as expressly amended hereby, the provisions of the Agreement are and shall remain in full force and effect.  This Amendment shall be deemed a Financing Document for purposes of the Agreement.
5. Fees .  In accordance with Section 15.1 of the Agreement, the Company shall have paid the fees, charges and disbursements of the Holders’ special counsel in connection with this Amendment.
6. Counterparts .  This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page to this Amendment by facsimile or electronic transmission shall be as effective as the delivery of a manually executed counterpart of this Amendment.
7. Severability .  Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
8. Integration .  This Amendment and the other Financing Documents represent the agreement of the Company and the Holders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any Holder relative to the subject matter hereof not expressly set forth or referred to herein or in the other Financing Documents.
9. GOVERNING LAW .  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Signatures of Following Page]

 
2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their properly and duly authorized officers as of the day and year first above written.
 
SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C.	
 	 	 	
 	By:	/s/ Kristen Boyd	
 	Name: 	Kristin Boyd	
 	Title:	Vice President and Treasurer	
Signature Page
Fourth Amendment (2010 Note Purchase Agreement)

 
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	
 	 	 	
 	By:  	/s/ Wendy A. Carlson	
 	 	Vice President	

 
Signature Page
Fourth Amendment (2010 Note Purchase Agreement)

Annex A
Amended and Restated Note Purchase Agreement, as amended by the Fourth Amendment
[See attached.]

 
Annex A
Fourth Amendment (2010 Note Purchase Agreement)

ANNEX A
 
Sharyland Distribution & Transmission Services, L.L.C.
$110,000,000
6.47% Senior Notes due September 30, 2030
 
Amended and Restated Note Purchase Agreement
 
Dated July 13, 2010,
as amended by:
First Amendment Dated As of June 9, 2011
Second Amendment Dated As of October 15, 2013
Third Amendment Dated As of December 10, 2014
and
Fourth Amendment Dated As Of September 28, 2015

 

 

TABLE OF CONTENTS
 
 	 	 	Page	
SECTION 1.	 	AUTHORIZATION OF NOTES	 	1	
 	 	 	 	 	
SECTION 2.	 	SALE AND PURCHASE OF NOTES	 	2	
 	 	 	 	 	
SECTION 3.	 	CLOSING	 	2	
 	 	 	 	 	
SECTION 4.	 	CONDITIONS TO CLOSING	 	2	
 	 	 	 	 	
Section 4.1	 	Representations and Warranties	 	2	
 	 	 	 	 	
Section 4.2	 	Performance; No Default	 	2	
 	 	 	 	 	
Section 4.3	 	Compliance Certificates	 	2	
 	 	 	 	 	
Section 4.4	 	Opinions of Counsel	 	2	
 	 	 	 	 	
Section 4.5	 	Purchase Permitted By Applicable Law, Etc	 	3	
 	 	 	 	 	
Section 4.6	 	Sale of Other Notes	 	3	
 	 	 	 	 	
Section 4.7	 	Payment of Special Counsel and Other Fees and Expenses	 	3	
 	 	 	 	 	
Section 4.8	 	Private Placement Number	 	3	
 	 	 	 	 	
Section 4.9	 	Changes in Structure	 	3	
 	 	 	 	 	
Section 4.10	 	Funding Instructions	 	3	
 	 	 	 	 	
Section 4.11	 	Proceedings and Documents	 	3	
 	 	 	 	 	
Section 4.12	 	Joinder Agreement, Etc	 	4	
 	 	 	 	 	
Section 4.13	 	UCC Searches; and Litigation Searches	 	4	
 	 	 	 	 	
Section 4.14	 	Insurance	 	4	
 	 	 	 	 	
Section 4.15	 	Financial Statements	 	4	
 	 	 	 	 	
Section 4.16	 	Consents and Approvals	 	4	
 	 	 	 	 	
SECTION 5.	 	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	 	5	
 	 	 	 	 	
Section 5.1	 	Organization; Power and Authority	 	5	
 	 	 	 	 	
Section 5.2	 	Authorization, Etc	 	5	
 	 	 	 	 	
Section 5.3	 	Disclosure	 	5	
 	 	 	 	 	
Section 5.4	 	Organization and Ownership of Interests	 	5	
 	 	 	 	 	
Section 5.5	 	Financial Statements; Material Liabilities	 	5	
 	 	 	 	 	
Section 5.6	 	Compliance with Laws, Other Instruments, Etc	 	6	
 	 	 	 	 	
Section 5.7	 	Governmental Authorizations, Etc	 	6	
 	 	 	 	 	
Section 5.8	 	Litigation; Observance of Agreements, Statutes and Orders	 	6	
 	 	 	 	 	
Section 5.9	 	Taxes	 	6	
 	 	 	 	 	
Section 5.10	 	Title to Property; Leases	 	6	
 	 	 	 	 	
Section 5.11	 	Insurance	 	6	
 	 	 	 	 	
Section 5.12	 	Licenses, Permits, Etc.; Material Project Documents	 	7	

 
 
i

TABLE OF CONTENTS
(continued)

 	 	 	Page	
Section  5.13	 	Compliance with ERISA	 	7	
 	 	 	 	 	
Section 5.14	 	Private Offering by the Company	 	7	
 	 	 	 	 	
Section 5.15	 	Use of Proceeds; Margin Regulations	 	7	
 	 	 	 	 	
Section 5.16	 	Existing Indebtedness; Future Liens	 	8	
 	 	 	 	 	
Section 5.17	 	Foreign Assets Control Regulations, Etc	 	8	
 	 	 	 	 	
Section 5.18	 	Status under Certain Statutes	 	8	
 	 	 	 	 	
Section 5.19	 	Environmental Matters	 	9	
 	 	 	 	 	
Section 5.20	 	Force Majeure Events; Employees	 	9	
 	 	 	 	 	
Section 5.21	 	Collateral	 	9	
 	 	 	 	 	
SECTION 6.	 	REPRESENTATIONS OF THE PURCHASERS	 	9	
 	 	 	 	 	
Section 6.1	 	Purchase for Investment	 	9	
 	 	 	 	 	
Section 6.2	 	Source of Funds	 	9	
 	 	 	 	 	
SECTION 7.	 	INFORMATION	 	10	
 	 	 	 	 	
Section 7.1	 	Financial and Business Information	 	10	
 	 	 	 	 	
Section 7.2	 	Officer’s Certificate	 	12	
 	 	 	 	 	
Section 7.3	 	[Intentionally Omitted]	 	12	
 	 	 	 	 	
SECTION 8.	 	PAYMENT AND PREPAYMENT OF THE NOTES	 	12	
 	 	 	 	 	
Section 8.1	 	Amortization; Maturity	 	12	
 	 	 	 	 	
Section 8.2	 	Optional Prepayments with Yield-Maintenance Amount	 	12	
 	 	 	 	 	
Section 8.3	 	Allocation of Partial Prepayments	 	13	
 	 	 	 	 	
Section 8.4	 	Maturity; Surrender, Etc	 	13	
 	 	 	 	 	
Section 8.5	 	Purchase of Notes	 	13	
 	 	 	 	 	
Section 8.6	 	Yield-Maintenance Amount	 	13	
 	 	 	 	 	
SECTION 9.	 	AFFIRMATIVE COVENANTS	 	14	
 	 	 	 	 	
Section 9.1	 	Compliance with Law	 	14	
 	 	 	 	 	
Section 9.2	 	Insurance.	 	14	
 	 	 	 	 	
Section 9.3	 	Maintenance of Properties	 	14	
 	 	 	 	 	
Section 9.4	 	Payment of Taxes and Claims	 	15	
 	 	 	 	 	
Section 9.5	 	Existence, Etc.	 	15	
 	 	 	 	 	
Section 9.6	 	Books and Records; Inspection Rights	 	15	
 	 	 	 	 	
Section 9.7	 	Collateral; Further Assurances	 	15	
 	 	 	 	 	
Section 9.8	 	Material Project Documents.	 	16	
 	 	 	 	 	
Section 9.9	 	Financial Ratios	 	16	

Annex A- ii
(Amended and Restated Note Purchase Agreement)

TABLE OF CONTENTS
(continued)

 	 	 	Page	
SECTION 10.	 	NEGATIVE COVENANTS	 	16	
 	 	 	 	 	
Section 10.1	 	Transactions with Affiliates	 	17	
 	 	 	 	 	
Section 10.2	 	Merger, Consolidation, Etc	 	17	
 	 	 	 	 	
Section 10.3	 	Line of Business	 	17	
 	 	 	 	 	
Section 10.4	 	Terrorism Sanctions Regulations	 	17	
 	 	 	 	 	
Section 10.5	 	Liens	 	17	
 	 	 	 	 	
Section 10.6	 	Indebtedness	 	18	
 	 	 	 	 	
Section 10.7	 	Loans, Advances, Investments and Contingent Liabilities	 	19	
 	 	 	 	 	
Section 10.8	 	No Subsidiaries	 	19	
 	 	 	 	 	
Section 10.9	 	Restricted Payments	 	19	
 	 	 	 	 	
Section 10.10	 	Sale of Assets, Etc	 	19	
 	 	 	 	 	
Section 10.11	 	Sale or Discount of Receivables	 	20	
 	 	 	 	 	
Section 10.12	 	Amendments to Organizational Documents	 	20	
 	 	 	 	 	
Section 10.13	 	Sale and Lease-Back	 	21	
 	 	 	 	 	
Section 10.14	 	ERISA Compliance	 	21	
 	 	 	 	 	
Section 10.15	 	No Margin Stock	 	21	
 	 	 	 	 	
Section 10.16	 	Project Documents	 	21	
 	 	 	 	 	
Section 10.17	 	Regulation	 	21	
 	 	 	 	 	
Section 10.18	 	Swaps	 	22	
 	 	 	 	 	
Section 10.19	 	Additional Financial Covenants	 	22	
 	 	 	 	 	
SECTION 11.	 	EVENTS OF DEFAULT	 	22	
 	 	 	 	 	
SECTION 12.	 	REMEDIES ON DEFAULT, ETC	 	24	
 	 	 	 	 	
Section 12.1	 	Acceleration	 	24	
 	 	 	 	 	
Section 12.2	 	Other Remedies	 	25	
 	 	 	 	 	
Section 12.3	 	Rescission	 	25	
 	 	 	 	 	
Section 12.4	 	No Waivers or Election of Remedies, Expenses, Etc	 	25	
 	 	 	 	 	
SECTION 13.	 	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	 	25	
 	 	 	 	 	
Section 13.1	 	Registration of Notes	 	25	
 	 	 	 	 	
Section 13.2	 	Transfer and Exchange of Notes	 	25	
 	 	 	 	 	
Section 13.3	 	Replacement of Notes	 	26	
 	 	 	 	 	
SECTION 14.	 	PAYMENTS ON NOTES	 	26	
 	 	 	 	 	
Section 14.1	 	Place of Payment	 	26	
 	 	 	 	 	
Section 14.2	 	Home Office Payment	 	26	

 
Annex A- iii
(Amended and Restated Note Purchase Agreement)

TABLE OF CONTENTS
(continued)

 	 	 	Page	
SECTION 15.	 	EXPENSES, ETC	 	27	
 	 	 	 	 	
Section 15.1	 	Transaction Expenses	 	27	
 	 	 	 	 	
Section 15.2	 	Survival	 	27	
 	 	 	 	 	
SECTION 16.	 	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	 	27	
 	 	 	 	 	
SECTION 17.	 	AMENDMENT AND WAIVER	 	27	
 	 	 	 	 	
Section 17.1	 	Requirements	 	27	
 	 	 	 	 	
Section 17.2	 	Solicitation of Holders of Notes	 	27	
 	 	 	 	 	
Section 17.3	 	Binding Effect, etc	 	28	
 	 	 	 	 	
Section 17.4	 	Notes Held by Company, etc	 	28	
 	 	 	 	 	
SECTION 18.	 	NOTICES.	 	28	
 	 	 	 	 	
SECTION 19.	 	REPRODUCTION OF DOCUMENTS	 	28	
 	 	 	 	 	
SECTION 20.	 	CONFIDENTIAL INFORMATION	 	29	
 	 	 	 	 	
SECTION 21.	 	SUBSTITUTION OF PURCHASER	 	29	
 	 	 	 	 	
SECTION 22.	 	MISCELLANEOUS	 	29	
 	 	 	 	 	
Section 22.1	 	Successors and Assigns	 	29	
 	 	 	 	 	
Section 22.2	 	Payments Due on Non-Business Days	 	30	
 	 	 	 	 	
Section 22.3	 	Accounting Terms	 	30	
 	 	 	 	 	
Section 22.4	 	Severability	 	30	
 	 	 	 	 	
Section 22.5	 	Construction, etc	 	30	
 	 	 	 	 	
Section 22.6	 	Counterparts	 	30	
 	 	 	 	 	
Section 22.7	 	Governing Law	 	30	
 	 	 	 	 	
Section 22.8	 	Jurisdiction and Process; Waiver of Jury Trial	 	30	
 	 	 	 	 	
Section 22.9	 	Transaction References	 	31	

 
Annex A- iv
(Amended and Restated Note Purchase Agreement)

 
Schedule A	 	—	 	Information Relating to Purchasers	
Schedule B	 	—	 	Defined Terms	
Schedule 4.12(a)	 	—	 	Deeds of Trust	
Schedule 5.3	 	—	 	Disclosure Materials	
Schedule 5.4	 	—	 	Ownership of the Company, etc.; Officers	
Schedule 5.5	 	—	 	Financial Statements	
Schedule 5.7	 	—	 	Government Authorizations	
Schedule 5.12(a)	 	—	 	Required Permits	
Schedule 5.12(b)	 	—	 	Material Project Documents	
Schedule 5.13	 	—	 	ERISA	
Schedule 5.16	 	—	 	Indebtedness	
Schedule 8.1	 	—	 	Principal Amortization Schedule	
Schedule 9.2	 	—	 	Insurance	
Schedule 10.1	 	—	 	Cap Rock Transaction	
Schedule 10.20	 	—	 	Burdensome Agreements	
Exhibit 1	 	—	 	Form of 6.47% Senior Secured Note due September 30, 2030	
Exhibit 2	 	—	 	Form of Subordination Terms	
Exhibit 3	 	—	 	Form of Subsidiary Guaranty	
Security Documents
 
Exhibit S-1	 	—	 	Form of Amended and Restated Collateral Agency Agreement	
Exhibit S-2	 	—	 	Form of Deed of Trust	
Exhibit S-3A      	 	—	 	Form of Company Pledge Agreement	
Exhibit S-3B	 	—	 	Form of TDC Pledge Agreement	
Exhibit S-4	 	—	 	Form of Negative Pledge Agreement	

 
Annex A- v
(Amended and Restated Note Purchase Agreement)

6.47% Senior Notes due September 30, 2030
July 13, 2010
To Each of the Purchasers Listed in
Schedule A Hereto:
Ladies and Gentlemen:
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 ”):
RECITALS
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 Energy Corporation, a Texas corporation (the acquisition and the transactions related therein, the “ Merger ”);
WHEREAS, in connection with the Merger, Merger Sub entered into that certain Note Purchase Agreement, dated as of July 13, 2010 (the “ Acquisition Date ”), among Merger Sub, as issuer, and the Purchasers, as purchasers thereunder, with respect to the issuance of 6.47% Senior Notes due September 30, 2030, in the aggregate principal amount of $110,000,000 (the “ Initial NPA ”);
WHEREAS, Holding as the survivor of the merger with Merger Sub, succeeded to and assumed by operation of law all of the rights, duties, obligations and liabilities of Merger Sub under the Initial NPA, and Holding has confirmed its obligations under the Initial NPA pursuant to that certain Ratification Agreement, dated the Acquisition Date, executed by Holding in favor of the Purchasers;
WHEREAS, Cap Rock Energy Corporation, pursuant to and in accordance with the Plan of Conversion, dated as of the Acquisition Date, was converted from a Texas corporation to a Texas limited liability company, as so converted Cap Rock Energy LLC (“ CR Energy ”);
WHEREAS, pursuant to the Assumption Agreement, dated as of the Acquisition Date, between Holding and CR Energy, CR Energy, with the consent of the Collateral Agent and the Purchasers, assumed all of the rights, duties, obligations and liabilities of Holding under the Initial NPA;
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of the Acquisition Date, between CR Energy and the Company, CR Energy was merged into the Company with the Company being the surviving corporation and succeeding by operation of law to the Initial NPA; and
WHEREAS, subject to and on the terms and conditions set forth herein, the parties hereto wish to amend and restate the Initial NPA in its entirety as set forth herein, with the Initial NPA as so amended and restated being hereinafter referred to as the “ Agreement ”;
NOW, THEREFORE, in consideration of the premises and agreements hereinafter set forth, the parties hereto agree as follows:
SECTION 1.	 AUTHORIZATION OF NOTES.	
The Company will authorize the issue and sale of $110,000,000 aggregate principal amount of its 6.47% Senior Notes due September 30, 2030 (the “ Notes ”, such term to include any such notes issued in substitution therefor pursuant to Section 13 ).  The Notes shall be substantially in the form set out in Exhibit 1 .  Certain capitalized and other terms used in this Agreement are defined in Schedule B ; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
 
Annex A- 1
(Amended and Restated Note Purchase Agreement)

SECTION 2.	 SALE AND PURCHASE OF NOTES.  	
Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3 , Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof.  The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.
 SECTION 3.	 CLOSING.	
The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Bingham McCutchen, 399 Park Avenue, New York, NY, at 11:00 a.m., New York time, at a closing (the “ Closing ”) on July 13, 2010, or on such other Business Day thereafter on or prior to July 16, 2010 as may be agreed upon by the Company and the Purchasers.  At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $1,000,000 as such Purchaser may request) dated the Closing Date and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 4426868026 at Bank of America, 901 Main Street, Dallas, TX 75202 ABA: 026009593 or to such other account as established in a flow of funds memorandum that is agreed upon between the Company and the Purchasers.  If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3 , or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.
SECTION 4.	 CONDITIONS TO CLOSING	
Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to the satisfaction of each Purchaser, prior to or at the Closing, of the following conditions:
 Section 4.1 Representations and Warranties .    The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.
 Section 4.2 Performance; No Default .    The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14 ) no Default or Event of Default shall have occurred and be continuing and no “Default” or “Event of Default” under the 2009 Note Agreement or the RBC Agreement shall have occurred and be continuing.
 Section 4.3  Compliance Certificates .
(a) Company’s Closing Certificates .  The Company shall have delivered to each Purchaser an officer’s certificate, dated the Closing Date, certifying that (i) the conditions specified in Sections 4.1 and 4.2 have been fulfilled, and (ii) that each of the other conditions precedent to the occurrence of the Closing has been satisfied.
(b) Company’s Authority Certificate .  The Company shall have delivered to each Purchaser a certificate of its secretary, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings by the Company relating to the authorization, execution and delivery of the Notes and this Agreement and the other Transaction Documents to which it is a party.
 Section 4.4 Opinions of Counsel .    Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a)(i) from Mayer Brown LLP, counsel for the Company, Sharyland, New Owner and New Operator, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request, and (ii) from Sutherland, Asbill & Brennan LLP, special counsel for the Company, Sharyland, New Owner and New Operator, covering Federal and Texas regulatory matters (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers and the Secured Parties), and (b) from Bingham McCutchen LLP, in connection with such transactions, in form and substance satisfactory to the Purchasers and covering such other matters incident to such transactions as the Purchasers may reasonably request.
Annex A- 2
(Amended and Restated Note Purchase Agreement)

Sect ion 4.5 Purchase Permitted By Applicable Law, Etc .    On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitati on, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof.  If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
 Section 4.6 Sale of Other Notes .  Contemporaneously with the Closing, (a) the Company shall sell to each Purchaser and each Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A; (b) the transactions contemplated by the RBC Agreement shall be consummated and (c) the transactions contemplated by the TDC Note Agreement shall be consummated.
 Section 4.7 Payment of Special Counsel and Other Fees and Expenses . Without limiting the provisions of Section 15.1  , the Company shall have paid on or before the Closing:  (a) the fees, charges and disbursements of the Purchasers’ special counsel, Bingham McCutchen LLP and the Purchasers’ Texas counsel to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing and (b) all other fees, including to the extent not paid pursuant to the Initial NPA a structuring fee in the amount of $550,000 to Prudential (the “Structuring Fee”), and out-of-pocket costs and expenses (including legal fees and expenses and consultant fees and expenses) and other compensation contemplated hereby or by the other Financing Documents, or pursuant to separate letter agreements, payable to the Purchasers.
 Section 4.8 Private Placement Number .  A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes.
 Section 4.9 Changes in Structure .  The Cap Rock Transaction shall be consummated prior to or contemporaneously with the Closing.  The Company shall not have changed its jurisdiction of formation or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5 , except in connection with the Cap Rock Transaction.
 Section 4.10 Funding Instructions .  At least one Business Day prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.
 Section 4.11 Proceedings and Documents .  Each Purchaser shall have received the following, each to be (i) dated the Closing Date unless otherwise indicated, and (ii) in form and substance satisfactory to the Purchasers:
(a) The Notes to be purchased by the Purchasers;
(b) This Agreement and each other Financing Document, duly executed, authorized and delivered by each party thereto;
(c) The certificates of formation of the Company, each Member, New Owner and New Operator each certified as of a recent date by the Secretary of State of Texas and by such Person’s secretary or other authorized officer;
(d) The organizational documents of each the Company, each Member, New Owner and New Operator certified by such Person’s secretary or other authorized officer;
(e) With respect to each of the Company, Sharyland, New Owner and New Operator, an incumbency certificate signed by the secretary and one other officer of such Person, certifying as to the names, titles and true signatures of the officers of such Person authorized to sign this Agreement, the Notes, the other Financing Documents to which such Person is a party and other documents to be delivered hereunder or thereunder;
(f) A certificate of the secretary of the Company, Sharyland, New Owner and New Operator attaching resolutions of its management committee or other governing body evidencing approval of the transactions contemplated by this Agreement and the other Financing Documents to which such Person is a party and, with respect to the Company, the issuance of the Notes, and in each case, the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded;
(g) Good standing certificates as to each of the Company, each Member, New Owner and New Operator from all relevant jurisdictions;
Annex A- 3
(Amended and Restated Note Purchase Agreement)

(h) Evidence of the filing and acceptance of financing statements which name the Company, as debtor, and the Collateral Agent, as secured party, in all applicable offices, together with copies of such financing statements;
(i) A schedule of all Required Permits, together with copies thereof certified by officers of the Company as being true, correct and complete, in full force and effect and not subject to any appeal or further proceeding;
(j) Certified copies of the documents delivered in connection with the consummation of the Cap Rock Transaction, including without limitation the Public Utility Commission of Texas and FERC approvals issued in connection with the Cap Rock Transaction;
(k) Copies of the documents delivered in connection with the consummation of the transactions contemplated by the RBC Agreement and of the documents delivered in connection with the consummation of the transactions contemplated by the TDC Note Agreement; and
(l) Such additional documents or certificates with respect to such legal matters or limited liability company, general partnership or other proceedings related to the transactions contemplated hereby as may be reasonably requested by the Purchasers.
 Section 4.12 Joinder Agreement, Etc .  The Obligations shall be secured by a perfected first priority security interest (subject to Permitted Liens) in the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, and the Company will deliver or cause to be delivered to the Purchasers and the Collateral Agent on the Closing Date a joinder agreement, substantially in the form of Exhibit A attached to the Collateral Agency Agreement, duly executed by the Company, the Collateral Agent and each Purchaser as a “ Joining Party ” (the “ 2010 NPA Joinder Agreement ”), and the following, each of which shall be in full force and effect:
(a) The First Lien Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filings (Texas) by and from the Company, as grantor, to Peter M. Oxman, as trustee, for the benefit of the Collateral Agent and the Secured Parties, dated as of July 13, 2010, covering the real property listed on Schedule 4.12(a) hereto;
(b) An Assignment of Membership Interests and Pledge Agreement in the form attached hereto as Exhibit S-3A , duly executed by the Company, with respect to its membership interests in New Owner, to the Collateral Agent for the benefit of the Secured Parties (the “ Pledge Agreement (Company) ”), and an Assignment of Membership Interests and Pledge Agreement in the form attached hereto as Exhibit S-3B , duly executed by TDC, with respect to its membership interests in the Company, to the Collateral Agent for the benefit of the Secured Parties (the “ Pledge Agreement (TDC) ”, and together with the Pledge Agreement (Company), the “ Pledge Agreements ”);
(c) A Negative Pledge Agreement in the form attached hereto as Exhibit S-4 , duly executed by New Owner to the Collateral Agent for the benefit of the Secured Parties (the “ Negative Pledge Agreement ”);
(d) A joinder agreement, substantially in the form of Exhibit A attached to the Collateral Agency Agreement, duly executed by RBC (the “ RBC Joinder Agreement ”); and
(e) Such other documents, instruments and agreements any Purchaser may reasonably request to grant to the Collateral Agent first priority (subject only to Permitted Liens) perfected Liens on the Collateral.
 Section 4.13 UCC Searches; and Litigation Searches .  The Collateral Agent and the Purchasers shall have received UCC and litigation searches of the Company, each Member, New Owner and New Operator which searches shall (i) confirm that no Liens other than Permitted Liens exist on the Collateral and that such Persons are not subject to any litigation, and (ii) be otherwise in substance satisfactory to the Collateral Agent and the Purchasers.
 Section 4.14 Insurance . The Company shall have delivered to the Purchasers evidence of insurance in effect that meets the requirements of Section 9.2  , and the Purchasers shall have received an insurance consultant’s report, which shall be addressed to the Purchasers and shall be in form and substance satisfactory to the Purchasers.
 Section 4.15 Financial Statements .  The Purchasers shall have received unaudited financial statements of the Company and each Member for the calendar quarter ended March 31, 2010.
 Section 4.16 Consents and Approvals .  All Required Permits and all governmental and third party permits and regulatory and other approvals required to be in effect in connection with the issuance of the Notes hereunder have been obtained and are in effect, all applicable waiting periods have expired without any materially adverse action being taken by any applicable authority, and copies of the documentation thereof shall have been delivered to each Purchaser.
Annex A- 4
(Amended and Restated Note Purchase Agreement)

SECTION 5.	 REPRESENTATIONS AN D WARRANTIES OF THE COMPANY.  	
The Company represents and warrants to each Purchaser that:
 Section 5.1 Organization; Power and Authority .  Each of the Company, each Member, New Owner and New Operator is a limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and is duly qualified and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Each of the Company, each Member, New Owner and New Operator has the limited liability company or limited partnership, as applicable, power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform the provisions hereof and thereof.
 Section 5.2 Authorization, Etc .  This Agreement and the other Transaction Documents have been duly authorized by all necessary limited liability company or limited partnership, as applicable, action on the part of the Company, each Member, New Owner and New Operator, and this Agreement and the other Transaction Documents constitute, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company, such Member, New Owner or New Operator, as applicable, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
 Section 5.3 Disclosure . This Agreement, the other Transaction Documents and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company, a Member, New Owner or New Operator in connection with the transactions contemplated hereby, and the financial statements listed in Schedule 5.5 (this Agreement, and such documents, certificates or other writings listed on Schedule 5.3 and such financial statements delivered to each Purchaser and listed on Schedule 5.5  being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.  The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Company and Sharyland to be reasonable at the time made and on the Closing Date, it being recognized by each Purchaser that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.  Except as disclosed in the Disclosure Documents, since December 31, 2009, there has been no change in the financial condition, operations, business, properties or prospects of the Company, a Member, New Owner or New Operator except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.  There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.
 Section 5.4 Organization and Ownership of Interests . Schedule 5.4  contains a complete and correct list and description of (i) each of the Company’s, each Member’s, New Owner’s and New Operator’s jurisdiction of its organization and its ownership structure, (ii) the Company’s and each Member’s Subsidiaries, and (iii) the Company’s, each Member’s, New Owner’s and New Operator’s senior officers.  None of the Company, Sharyland, New Owner or New Operator has any Subsidiaries as of the Closing Date except as shown on Schedule 5.4 .
 Section 5.5 Financial Statements; Material Liabilities .  The Company and Sharyland have delivered to each Purchaser copies of the financial statements listed on Schedule 5.5 .
(a) With respect to the consolidated financial statements of the Company and Sharyland, all of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial positions of the Company and Sharyland, each as of the respective dates specified in such Schedule and the results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).  Neither the Company nor Sharyland has any material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.
(b) With respect to the consolidated financial statements of Cap Rock Energy Corporation, to the knowledge of the Company and Sharyland, all of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial positions of Cap Rock Energy Corporation as of the date specified in Schedule 5.5 and the results of its operations and cash flows, on a consolidated basis, for the period so specified and have been prepared in accordance with
Annex A- 5
(Amended and Restated Note Purchase Agreement)

GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).  To the knowledge of the Company and Sharyland, Cap Rock Energy Corporation does not have any material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.
 Section 5.6 Compliance with Laws, Other Instruments, Etc .  The execution, delivery and performance by the Company, the Members, New Owner and New Operator of this Agreement and the Notes and the other Transaction Documents to which such Person is a party, do not and will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Person under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or limited partnership or limited liability company agreement, or any other agreement or instrument to which such Person is bound or by which such Person or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Person or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Person, which in the case of any of the foregoing clauses (i) through (iii), with respect to Material Project Documents, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
 Section 5.7 Governmental Authorizations, Etc . Except as set forth on Schedule 5.7  , no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company, either Member, New Owner or New Operator of this Agreement or the Notes or any of the other Transaction Documents to which it is a party.
 Section 5.8 Litigation; Observance of Agreements, Statutes and Orders .  (a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, either Member, New Owner or New Operator or any of their property in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(b) None of the Company, either Member, New Operator or New Owner is in default under any term of any Material Project Document or any other agreement or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws or the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(c) To the knowledge of the Company, after due inquiry, no breach or default under any of the Material Project Documents has occurred and is continuing.
 Section 5.9 Taxes .  Each of the Company, each Member, New Owner and New Operator has filed all material tax returns that are required to have been filed (or timely requests for extensions have been filed, have been granted and are not expired) in any jurisdiction, and has paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which such Person has established adequate reserves in accordance with GAAP.  The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect.  The charges, accruals and reserves on the books of the Company in respect of Federal, state or other taxes for all fiscal periods are adequate.
 Section 5.10 Title to Property; Leases .  The Company has good and sufficient title to the System and the Acquired System, New Owner has good and sufficient title to the FERC Assets and the Company, Sharyland, New Owner and New Operator have good and sufficient title to their properties that individually or in the aggregate are material to them, free and clear of Liens (other than Permitted Liens).  All leases that individually or in the aggregate are material to the Company, Sharyland, New Owner or New Operator are valid and subsisting and are in full force and effect in all material respects.
 Section 5.11 Insurance .  Sharyland and New Operator have all insurance coverage required by Section 9.2 .
Annex A- 6
(Amended and Restated Note Purchase Agreement)

Section 5.12 Licenses, Permits, Etc.; Material Project Documents .  The Company, Sharyland, New Owner and New Operator own or possess all governmental and third party licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that are material to the ownership, leasing, operating and maintenance of the System, including the Acquired System, and the FERC Assets, including the Certificates of Convenience and Necessity (#30192, #30026, #30114 and #30191) issued or transferred by the Public Utility Commission of Texas to Sharyland and the New Operator (collectively, the “ Required Permits ”), without known conflict with the rights of others.  All Required Permits are listed in Schedule 5.12(a) .  The Material Project Documents listed on Schedule 5.12(b) constitute and include all material contracts and agreements to which the Company, Sharyland, New Owner or New Operator is a party.  Each Material Project Document is in full force and effect, and constitutes the legal, valid and binding obligation of each party thereto as of the date hereof.
 Section 5.13 Compliance with ERISA .  The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect.  Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or in the aggregate material.
(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by an amount that could reasonably be expected to result in a Material Adverse Effect.  The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meanings specified in section 3 of ERISA.
(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are material.
(d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company is not material to it.
(e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any non-exempt prohibited transaction under section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.  The representation by the Company to each Purchaser in the first sentence of this Section 5.13(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser.
 Section 5.14 Private Offering by the Company .  Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and not more than five other Institutional Investors, each of which has been offered the Notes at a private sale for investment.  Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.
 Section 5.15 Use of Proceeds; Margin Regulations  .  The Company has applied the proceeds of the sale of the Notes to (i) pay the purchase price for the Cap Rock Transaction and (ii) pay all fees, expenses and costs related to Closing, including legal fees and the Structuring Fee.  No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).  As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in Regulation U.
Annex A- 7
(Amended and Restated Note Purchase Agreement)

Section 5.16 Existing Indebtedness; Future Liens  .  (a) Schedule 5.16 sets forth a complete and correct list of all outstanding Indebtedness of the Company, each Member, New Owner and New Operator as of March 31, 2010 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any).  Since March 31, 2010, there has been no material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company, a Member, New Owner or New Operator.  None of the Company, a Member, New Owner or New Operator is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any of its Indebtedness and no event or condition exists with respect to any of its Indebtedness that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.
(b) The Company has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not otherwise permitted by Section 10.5 .
(c) The Company is not a party to, nor otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, other than the 2009 Note Agreement and the RBC Agreement.
 Section 5.17 Foreign Assets Control Regulations, Etc  .  (a) Neither the sale of the Notes by the Company hereunder nor the use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.
(b) None of the Company, the Members, New Owner or New Operator: (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti‑Terrorism Order or (ii) engages in any dealings or transactions with any such Person.  The Company, each Member, New Owner and New Operator is in compliance, in all material respects, with the USA Patriot Act.
(c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Company and the Members.
 Section 5.18 Status under Certain Statutes  .  Prior to, and after consummation of, the Cap Rock Transaction:
(a) Neither Member nor the Company is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.
(b) Neither the Company nor either Member is a “public utility” under the FPA and the regulations of FERC thereunder.  The execution, delivery and performance of the Company’s and Sharyland’s obligations under the Transaction Documents requires no authorization of approval by, or notice to, and is not subject to the jurisdiction of, FERC under the FPA.
(c) Sharyland and the holding company system of which it is a part have obtained a waiver of the requirements of 18 C.F.R. 366.21, 366.22 and 366.23 (FERC Docket No. PH06-59-000), but are subject to the FERC regulations relating to regulatory access to books and records.  Sharyland and the holding company system of which it is a part have filed a notice of holding company status under FERC Docket No. HC06-1-000 and may be required to submit a revised notice of holding company status and/or a revised request for the waiver described in the preceding sentence as a result of the transactions contemplated in the Transaction Documents or in Schedule 10.1 .  Under FERC’s currently effective regulations, the Company will be deemed not to be a “public-utility company” and as a result TDC is not a “holding company” under PUHCA; as a result of the Cap Rock Transactions, Sharyland will become a “holding company” under PUHCA.
(d) The Company is subject to regulation as an “electric utility” by the Public Utility Commission of Texas.  The execution, delivery and performance of the Company’s and Sharyland’s obligations under the Transaction Documents requires no authorization or approval by, or notice to, the Public Utility Commission of Texas or under the Public Utility Regulatory Act of Texas other than those that have been obtained.
(e) Solely by virtue of the execution, delivery and performance of the Transaction Documents, no Purchaser will become subject to any of the provisions of the FPA, PUHCA (based on FERC’s currently effective definitions under PUHCA) or the Public Utility Regulatory Act of Texas, or to regulation under any such statute.
Annex A- 8
(Amended and Restated Note Purchase Agreement)

Section 5.19 Environmental Matters  .  (a) The Company has no knowledge of any claims nor has it received any notice of any claim, and no proceeding has been instituted raising any claim against the Company, a Member, New Owner or New Operator or any of their real pr operties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.
(b) The Company has no knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by the Company, either Member, New Owner or New Operator or to other assets or its use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.
(c) None of the Company, a Member, New Owner or New Operator has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect; and
(d) All buildings on all real properties now owned, leased or operated by the Company, a Member, New Owner or New Operator are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.
 Section 5.20 Force Majeure Events; Employees  .  None of the System, the Acquired System, the FERC Assets nor any of the other assets of the Company, a Member, New Owner and New Operator has suffered any Force Majeure Event that is continuing.  Neither the Company nor New Owner has any employees.
 Section 5.21 Collateral  .  The Collateral, as described in the Security Documents, constitutes all of the Company’s rights in the System Lease and the System and all of its membership interests in New Owner and all of TDC’s membership interests in the Company.  The security interests in the Collateral granted to the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Financing Documents:  (a) constitute as to personal property included in the Collateral and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a perfected security interest and Lien under each applicable Uniform Commercial Code, and (b) are, and, with respect to such subsequently acquired property, will be, as to Collateral perfected under each applicable Uniform Commercial Code, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except for Permitted Liens.  All action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to, and the first lien priority of its Lien on, the Collateral, including any recording, filing, registration, delivery to the Collateral Agent, giving of notice or other similar action. The Security Documents and financing statements relating thereto have been duly filed or recorded in each office and in each jurisdiction where required in order to create and perfect the Lien and security interest described above and the priority thereof.
SECTION 6.	 REPRESENTATIONS OF THE PURCHASERS.	
 Section 6.1  Purchase for Investment .  Each Purchaser severally represents that it is an “ Accredited Investor ” as defined in Rule 501 of Regulation D under the Securities Act.  Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s property shall at all times be within such Purchaser’s control.  Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.
 Section 6.2 Source of Funds  .  Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “ Source ”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:
(a) the Source is an “ insurance company general account ” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“ PTE ”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “ NAIC Annual Statement ”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or
Annex A- 9
(Amended and Restated Note Purchase Agreement)

(b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or
(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or
(d) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “ QPAM Exemption ”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied as of the last day of the most recent calendar quarter, the QPAM does not own a 10% or more interest in the Company and no Person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 20% or more interest in the Company (or less than 20% but greater than 10% if such Person exercises control over the management or policies of the Company by reason of its ownership interest) and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (d); or
(e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “ INHAM Exemption ”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or
(f) the Source is a governmental plan; or
(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or
(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.
As used in this Section 6.2 , the terms “ employee benefit plan, ” “ governmental plan ,” and “ separate account ” shall have the respective meanings assigned to such terms in section 3 of ERISA.
SECTION 7.	 INFORMATION.	
 Section 7.1 Financial and Business Information .  The Company shall deliver, and shall cause Sharyland to deliver, and shall use commercially reasonable efforts to cause each other Qualified Lessee (other than any Consolidated Qualified Lessee) to deliver, to each Holder of Notes ( provided  , that no default shall arise under this Section 7.1 as a result of the failure by a Qualified Lessee other than Sharyland to deliver financial statements and other documents in accordance with the requirements of an applicable Lease and such Lease is terminated in accordance with Section 9.14 hereunder):
(a) Quarterly Statements — within 45 days after the end of each quarterly fiscal period in each calendar year of such Person and its Subsidiaries (excluding the last quarterly fiscal period of each such calendar year), duplicate copies of
(i) balance sheets of such Person and its Subsidiaries on a consolidated basis as at the end of such quarter, and
(ii) profit and loss statements and cash flows statements for such Person and its Subsidiaries on a consolidated basis for such quarter and (in the case of the second and third quarters) for the portion of the calendar year ending with such quarter,
(iii) setting forth in each case in comparative form the figures for the corresponding periods in the previous calendar year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of such Person as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments;
Annex A- 10
(Amended and Restated Note Purchase Agreement)

(b) Annual Statements — within 90 days after the end of each calendar year of the Company and each Qualified Lessee (other than a Consolidated Qualified Lessee), as applicable, duplicate copies of
(i) balance sheets of such Person and its Subsidiaries on a consolidated basis as at the end of such year; and
(ii) statements of income, profit and loss statements and cash flow statements for such Person and its Subsidiaries on a consolidated basis for such year,
setting forth in each case in comparative form the figures for the previous calendar year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of Ernst & Young LLP or another independent public accounting firm of nationally recognized standing selected by the Company or such Qualified Lessee (herein, the “ Approved Accountant ”), which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of the Approved Accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of the Approved Accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default (or, in the case of a Qualified Lessee, any default or event of default under the Lease under which such Qualified Lessee is a lessee), and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that the Approved Accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default (or, in the case of a Qualified Lessee, any default or event of default under the Lease under which such Qualified Lessee is a lessee) unless the Approved Accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit);
(c) Other Reports — promptly upon their becoming available, and to the extent not otherwise required to be delivered pursuant to another provision of this Agreement, one copy of (i) each financial statement and budget and such other reports and notices as a Holder may reasonably request sent by the Company or any Qualified Lessee to its Subsidiaries, (ii) each report or filing (without exhibits except as expressly requested by such Holder) other than regular and periodic reports and filings made by the Company, any Subsidiary, or any Qualified Lessee to any state or Federal regulatory body and (iii) each report and filing made by the Company to its lenders;
(d) Notice of Default or Event of Default — promptly, and in any event within 5 Business Days after (i) a Responsible Officer of the Company becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(i) , a written notice specifying the nature and period of existence thereof and what action the Company or any Subsidiary is taking or proposes to take with respect thereto and (ii) the Company receives a written notice of default under a System Lease from the applicable Qualified Lessee, a copy of such notice of default or a written notice specifying the nature and period of existence of such default and what action the Company is taking or proposes to take with respect thereto;
(e) [Intentionally Omitted];
(f) [Intentionally Omitted];
(g) Notices from Governmental Authority — promptly, and in any event within 5 Business Days of receipt (or knowledge thereof by a Responsible Officer of the Company) of copies of any notice to the Company, any Subsidiary, or any Qualified Lessee from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;
(h) Other Notices — promptly, and in any event within 5 Business Days of receipt (or knowledge by a Responsible Officer of the Company) thereof:
(i) any pending or threatened adversarial or contested proceeding of or before a Governmental Authority relating to the System or the System Leases that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;
Annex A- 11
(Amended and Restated Note Purchase Agreement)

(ii) any litigation or proceeding taken or threatened in writing against the Company, any Subsidiary, or any Qualified Lessee, that, if successful, could reasonably be expected to result in a Material Adverse Effect;
(i) Annual Operating Budgets —  As soon as available and in any event within 30 days after the close of each calendar year of the Company and each Qualified Lessee (other than a Consolidated Qualified Lessee), as the case may be,, the annual budget of the Company and its Subsidiaries and each Qualified Lessee, as applicable.
(j) Information Required by Rule 144A — upon the request of such Holder (and shall deliver to any qualified institutional buyer designated by such Holder), such financial and other information as such Holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (for the purpose of this Section 7.1(j) , the term “ qualified institutional buyer ” shall have the meaning specified in Rule 144A under the Securities Act); and
(k) Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such Holder of Notes.
 Section 7.2  Officer’s Certificate .  Each set of financial statements delivered pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer of each Qualified Lessee (other than a Consolidated Qualified Lessee) or the Company, as applicable, setting forth:
(a) Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Sections 9.9 , 10.6 and 10.9 of this Agreement, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and
(b) Event of Default — a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that no Default or an Event of Default has occurred and is continuing (or in the case of any Qualified Lessee, any default or event of default has occurred and is continuing under any Leases to which it is a party, which default or event of default constitutes an Event of Default pursuant to Section 11(f)) or, if any such condition or event has occurred and is continuing (including, without limitation, any such event or condition resulting from the failure of the Company to comply with any Environmental Law), (or in the case of any Qualified Lessee, any default or event of default has occurred and is continuing under any Leases to which it is a party, which default or event of default constitutes an Event of Default pursuant to Section 11(f)), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.
 Section 7.3  [Intentionally Omitted]
SECTION 8.	 PAYMENT AND PREPAYMENT OF THE NOTES.	
 Section 8.1 Amortization; Maturity  .  On each Payment Date, the Company will prepay the principal amounts set forth in the amortization schedule attached hereto as Schedule 8.1 (the “Amortization Schedule”) (or such lesser principal amount as shall then be outstanding) of the Notes at par and without payment of the Yield-Maintenance Amount or any premium, provided that upon any partial prepayment of the Notes pursuant to Section 8.2 , the principal amount of each required prepayment of the Notes becoming due under this Section 8.1 on and after the date of such prepayment shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a result of the prepayment.  The entire unpaid principal balance of the Notes shall be due and payable on the Maturity Date.
 Section 8.2 Optional Prepayments with Yield-Maintenance Amount .  The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than $1,000,000 in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Yield-Maintenance Amount determined for the prepayment date with respect to such principal amount.  The Company will give each Holder of Notes written notice of each optional prepayment under this Section 8.2  not less than 30 days and not more than 60 days prior to the date fixed for such prepayment.  Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such Holder to be prepaid (determined in accordance with Section 8.3 ), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount due in connection with such prepayment
Annex A- 12
(Amended and Restated Note Purchase Agreement)

(calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation.  Two Business Days prior to such prepayment, the Company shall deliver to each Holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date.
 Section 8.3 Allocation of Partial Prepayments  .  In the case of each partial prepayment of the Notes, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.
 Section 8.4 Maturity; Surrender, Etc  .  In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Yield-Maintenance Amount, if any.  From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Yield-Maintenance Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue.  Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.
 Section 8.5 Purchase of Notes .  The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to Section 13.2(b)  ; provided that if an Affiliate which does not Control and is not Controlled by the Company has so acquired any of the outstanding Notes, such acquisition shall not constitute an Event of Default.  The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment or prepayment of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.
 Section 8.6  Yield-Maintenance Amount .
“ Yield-Maintenance Amount ” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Yield-Maintenance Amount may in no event be less than zero.  For the purposes of determining the Yield-Maintenance Amount, the following terms have the following meanings:
“ Called Principal ” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1 , as the context requires.
“ Discounted Value ” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.
“ Reinvestment Yield ” means, with respect to the Called Principal of any Note, 0.50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.
In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life.  The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.
Annex A- 13
(Amended and Restated Note Purchase Agreement)

“ Remaining Average Life ” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.
“ Remaining Scheduled Payments ” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1 .
“ Settlement Date ” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1 , as the context requires.
SECTION 9.	 AFFIRMATIVE COVENANTS.	
The Company covenants that so long as any of the Notes are outstanding:
 Section 9.1 Compliance with Law .  Without limiting Section 10.4  , the Company will, and will cause its Subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which it is subject, including, without limitation, ERISA, the USA Patriot Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of its properties or to the conduct of its businesses to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
 Section 9.2 Insurance.
(a) Maintenance of Insurance .  The Company will maintain or cause to be maintained and will cause its Subsidiaries to maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.
(b) Evidence of Insurance :  Promptly upon request by a Holder or the Collateral Agent, the Company shall furnish the Holders and the Collateral Agent with approved certification of all required insurance.  Such certification shall be executed by each insurer or by an authorized representative of each insurer where it is not practical for such insurer to execute the certificate itself.  Such certification shall identify underwriters, the type of insurance, the insurance limits, and the policy term, and shall specifically list the special provisions enumerated for such insurance required by this Section 9.2 . Upon request, the Company will promptly furnish the Holders and the Collateral Agent with copies of all insurance certificates, binders, and cover notes or other evidence of such insurance relating to the Collateral.
(c) No Duty of Purchaser to Verify :  No provision of this Section 9.2 or any other provision of this Agreement, any other Financing Document or any Lease shall impose on the Holders or the Collateral Agent any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Company, nor shall the Holders or the Collateral Agent be responsible for any representations or warranties made by or on behalf of the Company to any insurance company or underwriter.
 Section 9.3 Maintenance of Properties  .  The Company will, and will cause its Subsidiaries, Sharyland and Qualified Lessees that are Affiliates of the Company to, and will use commercially reasonable efforts to cause the other Qualified Lessees to, (a) maintain, preserve and protect in all material respects all of its respective material properties (including any such properties comprising any material portion of the System) and equipment necessary in the operation of its respective business (taken as a whole) in good, working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof.
Annex A- 14
(Amended and Restated Note Purchase Agreement)

Section 9.4 Payment of Taxes and Claims  .  The Company will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on p roperties or assets of the Company or any Subsidiary, provided that none of the Company or any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by such Person on a timely basis in good faith and in appropriate proceedings, and such Person has established adequate reserves therefor in accordance with GAAP on its books or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.
 Section 9.5 Existence, Etc. .  Except as permitted under Section 10.2  , the Company will, and will cause each of its Subsidiaries, at all times preserve and keep in full force and effect its respective limited liability company, corporate or limited partnership existence and all rights and franchises of the Company unless (other than with respect to the Company’s existence), in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such limited liability company, corporate or limited partnership existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.
 Section 9.6 Books and Records; Inspection Rights  .  The Company will, and will cause each of its Subsidiaries and Sharyland to, and will use commercially reasonable efforts to cause other Qualified Lessees to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over such Person.  The Company will permit representatives and independent contractors of the Holders of the Notes to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Company and at such reasonable times during normal business hours no more than once per calendar year, upon reasonable advance notice to the Company; provided , however, that when an Event of Default has occurred and is continuing, any Holder of the Notes (or any of its respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and as often as reasonably desired.
 Section 9.7  Collateral; Further Assurances
(a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7 , after-acquired Collateral), subject to no Liens other than Permitted Liens.  The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Company.
(c) If, after the Third Amendment Date, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders.  The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
Annex A- 15
(Amended and Restated Note Purchase Agreement)

(d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b) , with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties  (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent.
 Section 9.8  Material Project Documents.
(a) The Company shall at all times (i) perform and observe all of the covenants under the Material Project Documents to which it is a party and take reasonable actions to enforce all of its rights thereunder, other than to the extent the same could not reasonably be expected to have a Material Adverse Effect, (ii) subject to the provisions of clause (b) of this Section 9.8, maintain the System Leases (other than Leases constituting System Leases only pursuant to clause (5) of the definition thereof) in full force and effect, and (iii) maintain the Leases (other than the System Leases referred to in the foregoing clause (ii) of this Section 9.8(a)) to which it or any of its Subsidiaries is a party in full force and effect, except to the extent the same could not reasonably be expected to have a Material Adverse Effect.
(b) If the term of a Lease with the Company or one of its Subsidiaries expires and the Qualified Lessee under such Lease has either ceased operating the related assets or has ceased paying rent as required under the applicable Lease, the Company shall, or shall cause a Subsidiary, as applicable, to enter into a supplement or a new Lease with respect to the related leasehold assets with a Qualified Lessee that provides for rent that, when combined with all other expected revenue, will, in the reasonable judgment of the Company, as of the commencement date of such supplement or new Lease, generate sufficient revenue to satisfy the requirements of Section 9.9 and will not otherwise result in a materially worse position for the Company as compared to the terms of the applicable expired Lease.  Each such new Lease shall have a term of at least five years.  Notwithstanding the foregoing, if (i) such expired Lease relates to transmission and/or distribution assets that are not generating significant revenue, (ii) the failure to renew such Lease would not constitute a Material Adverse Effect and (iii) the Company reasonably believes it will generate sufficient revenue and hold sufficient assets (without giving effect to the leasehold assets with respect to such Lease) to satisfy the requirements of Section 9.9 , then this Section 9.8(b) will not require a supplement or new lease with respect to such leasehold assets.
 Section 9.9  Financial Ratios
(a) The Company shall at all times maintain, on a consolidated basis, a Total Debt to Capitalization Ratio of not more than 0.65 to 1.00.
(b) The Company shall maintain, for each period of four consecutive fiscal quarters, a Debt Service Coverage Ratio of at least 1.40 to 1.00; provided that for purposes of this Section 9.9(b) , the Debt Service Coverage Ratio shall be deemed to be 1.40 to 1.00 for the three calendar quarters ending December 31, 2009, March 31, 2010 and June 30, 2010.
SECTION 10.	 NEGATIVE COVENANTS.	
The Company covenants that so long as any of the Notes are outstanding:
 Section 10.1 Transactions with Affiliates .  The Company will not and will not permit any Subsidiary to enter into directly or indirectly any transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate other than (i) transactions with Project Finance Subsidiaries, as permitted by Section 9.7(b)(ii) and other transactions between or among the Company and one or more Subsidiaries, or any subset thereof, to the extent permitted under Sections 10.2 , 10.6 , 10.7 , 10.10 and 10.14 , (ii) Leases with Qualified Lessees and transactions relating thereto, (iii) any Qualified Lessee Affiliate Loan and any Indebtedness permitted under Section 10.6(d)(ii) , (iv) payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the
Annex A- 16
(Amended and Restated Note Purchase Agreement)

Company and its Subsidiaries in the ordinary course of business, (v) Investments permitted pursuant to Section 10.7  , (vi) transactions entered into in connection with the Cross Valley Project on or prior to the Cross Valley Project Transfer and the Golden S pread Project on or prior to the Golden Spread Project Transfer, (vii) ROFO Transfers, and (viii) upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtained in a comparable arms-length transaction with a Person not an Affiliate; provided that any transaction will be deemed to meet the requirements of this clause (viii) if, (x) prior to a Qualifying IPO, such transaction is on terms approved by the holders of a majority of the Capital Stock of InfraREIT held by Persons who do not have a separate material interest in such transaction other than by virtue of their ownership of such Capital Stock, or by a majority of the directors nominated by such Persons, and (y) upon the completion of a Qualifying IPO and thereafter, such transaction is on terms approved by a majority of the board of directors (or comparable governing body) of InfraREIT or an Affiliate thereof who are “independent”(as such term is defined pursuant to the rules of the primary exchange on which the Capital Stock is listed for trading), or a majority of the “independent” members of a committee of any such board of directors (or comparable governing body).
 Section 10.2 Merger, Consolidation, Etc. .  The Company will not nor will it cause or permit any of its Subsidiaries to consolidate with or merge with any other Person or Transfer all or substantially all of its assets in a single transaction or series of transactions to any Person, except (i) pursuant to the System Leases or any other Lease, (ii) as permitted pursuant to Section 9.7(b)  , (iii) that so long as both before and after giving effect to such merger or consolidation or Transfer of all or substantially all of its assets to another Person no Default or Event of Default exists, the Company or any Subsidiary may merge or consolidate with another Person, and the Company or any Subsidiary may Transfer all or substantially all of its assets to another Person, so long as, after giving effect to such merger or consolidation, or such Transfer of all or substantially all of its assets, (A) with respect to any merger or consolidation to which the Company is a party, the Company shall be the surviving entity, (B) with respect to any merger or consolidation to which a Subsidiary is a party but the Company is not, a Subsidiary (other than a Project Finance Subsidiary) shall be the surviving entity and (C) with respect to any Transfer of all or substantially all of its assets by the Company or a Subsidiary, the Company or another Subsidiary (other than a Project Finance Subsidiary) shall be the transferee or lessee of such assets (except to the extent permitted by clauses (i) and (ii) of this Section 10.2 , or (iv) the FERC Merger.
 Section 10.3  Line of Business .  The Company will not and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries taken as a whole, would then be engaged would be substantially changed from the transmission and distribution of electric power and the provision of ancillary services.
 Section 10.4 Terrorism Sanctions Regulations  .  The Company will not and will not permit any Controlled Entity (a) to become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly to have any investment in or engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder to be in violation of any applicable United States (federal or state) anti-terrorism law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or (c)  to engage, nor shall any Affiliate of either engage, in any activity that could subject such Person or any holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions.
 Section 10.5 Liens  .  The Company will not, nor will it cause or permit any Subsidiary to, directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to the Collateral or any other property of the Company or such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, or on any other asset now owned or hereafter acquired by the Company or such Subsidiary, except (each, a “ Permitted Lien ”):
(a) solely in the case of the Note Parties, Liens created or permitted by the Financing Documents on the assets of the Note Parties; and
(b) (i) solely in the case of a Project Finance Subsidiary, Liens on assets owned by that Project Finance Subsidiary, (ii) Liens on the Capital Stock in that Project Finance Subsidiary, in each case to secure its Non-Recourse Debt and (iii) Liens in respect of Guaranties permitted under Section 10.6(c)(iii);
(c) Liens created or permitted pursuant to the terms of the Security Documents, including Cash Collateral (as defined in the Collateral Agency Agreement);
(d) Liens for Taxes which are not yet due and payable or the payment of which is not at the time required by Section 9.4 ;
(e) any attachment or judgment Lien, unless such attachment or judgment Lien constitutes an Event of Default under Section 11(l) hereof;
Annex A- 17
(Amended and Restated Note Purchase Agreement)

(f) Liens of a lessor of equipment to the Company or any Subsidiary on such lessor’s leased equipment (but excluding equipment leased pursuant to a Capital Lease), including any of the foregoing which is evidenced by a protective UCC filing;
(g) Mechanics’, warehousemen’s, carriers’, workers’, repairers’, landlords’, and other similar liens arising or incurred in the ordinary course of business and (i) which do not in the aggregate materially detract from the value of property or assets subject to such Liens or materially impair the continued use thereof in the operation of the business or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or asset subject to such Liens, or other Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, trade contracts, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money);
(h) zoning, entitlement, restriction, and other land use and environmental regulations by Governmental Authorities and encroachments, easements, rights of way, covenants, restrictions or agreements which do not materially interfere with the continued use of any asset as currently used in the conduct of the business;
(i) any encumbrances set forth in any franchise or governing ordinance under which any portion of the business is conducted which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(j) all rights of condemnation, eminent domain, or other similar right of any Person;
(k) any interest of title of a lessor under leases; and
(l) Liens securing Permitted Secured Indebtedness on a pari passu basis with the Obligations in accordance with the terms of the Collateral Agency Agreement.
Notwithstanding the foregoing, the Company shall not, and shall not permit any Subsidiary, to grant any Liens securing Indebtedness for borrowed money (other than Non-Recourse Debt incurred by a Project Finance Subsidiary) unless such Indebtedness for borrowed money is secured by Liens securing Permitted Secured Indebtedness on a pari passu basis with the Obligations in accordance with the terms of the Collateral Agency Agreement.
 Section 10.6 Indebtedness  .  The Company will not, and will not cause or permit any Subsidiary or Sharyland to incur any Indebtedness, and will use commercially reasonable efforts not to permit any Qualified Lessee or Subsidiaries of Specified Qualified Lessees to incur Indebtedness for borrowed money, in each case except the following Indebtedness, which may be incurred subject to the requirements of the last paragraph of this section:
(a) Indebtedness evidenced by the Financing Documents;
(b) Indebtedness of the Company (i) that is not related to, and does not support, Non-Recourse Debt of a Project Finance Subsidiary and (ii) if incurred, would not result in a breach of Section 9.9 ; provided that if the Indebtedness is proposed to be secured by any of the Collateral, then at least five Business Days (or such shorter period reasonably agreed by the Required Holders) prior to the incurrence of such Indebtedness, the Company shall (x) notify the Holders of its intent to incur such Indebtedness, which notice shall set forth in reasonable detail (A) the amount and proposed economic terms of such Indebtedness, (B) by type of lender or purchaser and (C) the proposed collateral for such Indebtedness (which proposed collateral may include any or all of the Collateral) and (y) deliver to the Collateral Agent and the other Secured Parties an executed joinder agreement substantially in the form of Exhibit A to the Collateral Agency Agreement pursuant to which all the proposed holders of such Indebtedness have become party to the Collateral Agency Agreement;
(c) (i) Non-Recourse Debt incurred by a Project Finance Subsidiary of the Company (including Non-Recourse Debt incurred by such Project Finance Subsidiary prior to being acquired by the Company or a Subsidiary) to fund a New Project, (ii) any Indebtedness in the form of a pledge of Capital Stock in a Project Finance Subsidiary as security for Non-Recourse Debt of such Project Finance Subsidiary and (iii) Indebtedness in the form of Guaranties by the Company or any Subsidiary of Indebtedness of any Project Finance Subsidiary, the aggregate amount of which Guaranties shall not exceed $25,000,000 outstanding at any given time;
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(Amended and Restated Note Purchase Agreement)

(d) Indebtedness of any such Qualified Lessee (i) in an aggregate principal amount for such Qualified Lessee of up to the greater of (A) $5,000,000 and (B) an amount equal to 1% of the sum of, without duplication, (x) the total amount of the Consolidated Net Plant of such Qualified Lessee, plus (y) the total amount of the Consolidated Net Plant of any guarantor(s) of such Qualified Lessee’s obligations under the applicable Leases, plus (z) the total amount of Leased Consolidated Net Plant, in each case on a senior secured basis and (ii) in an aggregate principal amount for such Qualified Lessee of up to the greater of (A) $10,000,000 and (B) an amount equal to 1.5% of the sum of, without duplication, (x) the total amount of the Consolidated Net Plant of such Qualified Lessee, plus (y) the total amount of the Consolidated Net Plant of any guarantor(s) of such Qualified Lessee’s obligations under the applicable Leases, plus (z) the total amount of Leased Consolidated Net Plant, in each case on an unsecured subordinated basis on terms substantially similar to the terms set forth on Exhibit 2, to the extent allowed under the Leases to which such Qualified Lessee is a party as a lessee or tenant thereunder; provided , that for purposes of this clause (d), all Consolidated Qualified Lessees will be treated as one Qualified Lessee;
(e) Indebtedness of the Company to any of its Subsidiaries, which by its terms is expressly subordinated to the Obligations, and Indebtedness of any Subsidiary to the Company or any other Subsidiary of the Company not to exceed $5,000,000 at any one time outstanding and in each case to have a maturity date of less than one year;
(f) any Qualified Lessee Affiliate Loan and other Indebtedness of Qualified Lessees otherwise acceptable to the Required Holders; and
(g) Indebtedness of Subsidiaries of Specified Qualified Lessees incurred in an aggregate principal amount for each such Specified Qualified Lessee of up to the product of (x) such Specified Qualified Lessee’s Consolidated Net Plant (derived from its most recently prepared consolidated balance sheet, prepared in accordance with GAAP but adjusted to reverse the effects of failed sale-leaseback accounting in a manner reasonably determined by such Specified Qualified Lessee in good faith) multiplied by (y) the lesser of (A) the sum of such Specified Qualified Lessee’s then-current PUCT-regulated debt-to-equity ratio (expressed as a percentage) and 5% or (B) 65%; provided that such Indebtedness must be Non-Recourse Debt to such Specified Qualified Lessee.
Indebtedness of the Company and its Subsidiaries may be incurred under this Section 10.6 only if no Default or Event of Default is, or as a result of such incurrence would be, existing.
 Section 10.7 Loans, Advances, Investments and Contingent Liabilities .  The Company will not make or permit to remain outstanding any loan or advance to, or extend credit other than credit extended in the ordinary course of business to any Person, or own, purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person (collectively, “ Investments  ”), or commit to do any of the foregoing, except (a) Permitted Investments, (b) ownership, purchase and acquisition of equity interests in and capital contributions to Project Finance Subsidiaries of the Company and Wholly-Owned Subsidiaries, (c) loans, advances and extensions of credit (i) to Subsidiary Guarantors and other Wholly-Owned Subsidiaries (other than Project Finance Subsidiaries) not required to provide a Guaranty pursuant to Section 9.7(d) and (ii) to Project Finance Subsidiaries in the form of Guaranties by the Company or any Subsidiary of Indebtedness of any Project Finance Subsidiary, the aggregate amount of which Guaranties shall not exceed $25,000,000 outstanding at any given time, (d) any Qualified Lessee Affiliate Loan or (e) Investments made in connection with the Cross Valley Project and the Golden Spread Project prior to the Cross Valley Project Transfer and the Golden Spread Project Transfer and (f) the ROFO Transfers.
 Section 10.8 No Subsidiaries  .  The Company shall have no subsidiaries other than Project Finance Subsidiaries and Wholly-Owned Subsidiaries.
 Section 10.9 Restricted Payments  .  The Company will not, directly or indirectly, make or declare any Distribution unless there does not exist and, after giving effect to the proposed Distribution, there will not exist, a Default or an Event of Default.  The Company shall deliver to the Holders and the Collateral Agent before a Distribution is made a certificate of a Responsible Officer of the Company stating that the foregoing condition has been satisfied and, if requested, providing supporting data and calculations.
 Section 10.10 Sale of Assets, Etc.  .  The Company will not, nor will it cause or permit any Subsidiary, to Transfer, or agree or otherwise commit to Transfer, any of its assets with a fair market value of greater than $15,000,000, in the aggregate during the term of this Agreement (“ Asset Sale ”) except :
(a) the Company or a Subsidiary shall lease the System or other transmission and distribution assets and related assets pursuant to a Lease to which the Company or a Subsidiary thereof is a party;
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(Amended and Restated Note Purchase Agreement)

(b) (i) each Project Finance Subsidiary of the Company may Transfer its assets to the Company or its Wholly-Owned Subsidiaries in accordance with Section 9.7(b) ; and (ii) the Company may Transfer, or suffer the Transfer of, its ownership interests in a Project Finance Subsidiary and such Project Finance Subsidiary may Transfer, or suffer the Transfer of its assets, in each case in connection with and pursuant to the exercise of remedies under the documentation governing Non-Recourse Debt incurred by such Project Finance Subsidiary;
(c) Asset Sales (i) among the Company and the Subsidiary Guarantors (or a subset thereof), (ii) among Subsidiaries that are not Subsidiary Guarantors and (iii) from Subsidiaries to the Company or a Subsidiary Guarantor;
(d) in connection with an acquisition that is not prohibited under this Agreement, (i) Asset Sales of operating assets and related assets to a Qualified Lessee and (ii) Asset Sales of property acquired after the Third Amendment Date that are not electric transmission or distribution assets, in each case (x) which are, in the aggregate, not material in relation to the assets acquired and (y) upon fair and reasonable terms no less favorable to such Person than would be obtained in a comparable arms-length transaction with a Person not an Affiliate;
(e) Permitted Liens;
(f) Investments permitted by Section 10.7 , transactions permitted by Section 10.2 and Distributions permitted by Section 10.9 ;
(g) Asset Sales made in connection with the Cross Valley Project Transfer and the Golden Spread Project Transfer;
(h) Asset Sales consisting of goods and inventory from the Company or any Subsidiary to a Qualified Lessee at cost or on such other terms as may be approved by a majority of the board of directors (or comparable governing body) of InfraREIT or an Affiliate thereof who are “independent” (as such term is defined pursuant to the rules of the primary exchange on which the Capital Stock of InfraREIT or such Affiliate is listed for trading), or a majority of the “independent” members of a committee of any such board of directors (or comparable governing body);
(i) ROFO Transfers; and
(j) Asset Sales of assets that are obsolete or no longer used or useful in such Person’s business.
 Section 10.11 Sale or Discount of Receivables  .  The Company will not nor will it cause or permit any Subsidiary to sell with recourse, or discount or otherwise sell for less than the face value thereof, any of its notes or accounts receivable.
 Section 10.12  Amendments to Organizational Documents .  The Company will not nor will it cause or permit any of its Subsidiaries to, and shall use commercially reasonable efforts not to permit, any Qualified Lessee or any of its Subsidiaries to, amend, supplement, terminate, replace or waive any provision of its operating agreement or other organization documents after the Third Amendment Date.  Notwithstanding this Section 10.2 , the Company, its Subsidiaries, any Qualified Lessee and its Subsidiaries may, without the consent of the Holders, amend their respective operating agreement or similar organizational documents as may be required to facilitate or implement any of the following:
(a) to reflect (i) the contribution of any new capital or additional capital by new or existing members or partners of such Person, (ii) the addition of new members or partners of such Person, or (iii) any adjustment, termination, reduction or redemption of equity interests of its members, partners or other holders of equity interests or the issuance of additional equity interests in such Person; provided, that after giving effect to any such changes, no Event of Default would exist under Sections 10.8 , or 12(n) ;
(b) to reflect a change that does not adversely affect any Holders in any material respect, or to cure any ambiguity, or correct or supplement any provision, not inconsistent with law or with the provisions of this Agreement;
(c) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(d) to take actions to avoid any material adverse consequences to such Person as a result of any change in law or interpretation of law applicable to Persons subject to regulation by the PUCT and FERC; and
(e) to effect the dissolution, liquidation, merger or consolidation of any Person that is not otherwise prohibited under this Agreement.
The Company will provide prompt notice to the Holders upon taking any such action under the foregoing sentence of this Section 10.12 .
Annex A- 20
(Amended and Restated Note Purchase Agreement)

Section 10.13 Sale and Lease-Back  .  Except for the System Leases, the CREZ Lease and any other Lease, the Company will not, nor will it cause or permit any Subsidiary to, enter into any arrangement providing for the leasing by the Company or any Subsidiary of real or personal prop erty which has been or is to be Transferred by the Company or such Subsidiary to a lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such property or rental obligations of the Company or any Subsidiary.
 Section 10.14  ERISA Compliance
(a) Relationship of Vested Benefits to Plan Assets .  The Company will not as of the last day of any calendar year permit any Plan to be “at risk” within the meaning of Section 303 of ERISA to the extent such action could reasonably be expected to result in a Material Adverse Effect.  The Company and its ERISA Affiliates will not incur withdrawal liabilities (and will not become subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.
(b) Valuations .  For the purposes of clause (a) above, all assumptions and methods used to determine the actuarial valuation of vested and unvested employee benefits under any Plan at any time maintained by the Company and the present value of assets of any such Plan shall be reasonably consistent with those determinations made for purposes of Section 5.13 .
(c) Prohibited Actions .  The Company will not, nor, as applicable, will any Plan at any time maintained by the Company:
(i) engage in any action that could reasonably be expected to cause the execution and delivery of this Agreement and the issuance and sale of the Notes to result in a non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975(c) of the Code);
(ii) fail to meet the minimum funding standards of Section 302 of ERISA or Sections 412 and 430 of the Code, or seek or obtain a waiver thereof or fail to make any required contribution to a Multiemployer Plan; or
(iii) terminate any such Plan in a manner which could result in the imposition of a Lien on the Property of the Company pursuant to Section 4068 of ERISA that could reasonably be expected to result in a Material Adverse Effect.
 Section 10.15 No Margin Stock  .  Anything herein contained to the contrary notwithstanding, the Company will not, nor will it permit any Subsidiary to, make or authorize any investment in, or otherwise purchase or carry, any margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States) that violates the provisions, or for any purpose that violates the provisions, of Regulation U of the Board of Governors of the Federal Reserve System of the United States.
 Section 10.16  Project Documents.
(a) The Company will not, and will not permit any Subsidiary to, amend, modify, supplement, replace, renew, extend, terminate or waive any provision of any Lease to which the Company or such Subsidiary is party, or consent to any amendment, modification, supplement, replacement, renewal, extension, termination or waiver of any such Lease except (i) the consummation of the FERC Lease Assumptions in connection with the FERC Merger, (ii) to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) if the Company reasonably believes, after giving effect thereto, the Company will generate sufficient revenue and hold sufficient assets to satisfy the requirements of Section 9.9 .
(b) The Company shall use commercially reasonable efforts to ensure that no Specified Qualified Lessee enters into any lease of transmission or distribution facilities other than (i) the Leases (including maintaining or entering into new Leases or replacement Leases and amending or modifying Leases to the extent not prohibited under this Agreement) and (ii) any other leases consented to by Required Holders.
 Section 10.  17 Regulation.
(a) The Company shall not be or become, and shall use commercially reasonable efforts not to permit any Specified Qualified Lessee to be or become, subject to FERC jurisdiction as a public utility under the FPA; provided , however , that the Company shall not be in default of the forgoing negative covenant if the Company or any Specified Qualified Lessee becomes subject to FERC jurisdiction under the FPA solely as a result of a change to the FPA or in FERC’s interpretation thereof or regulations thereunder, if the Company or such Specified Qualified Lessee takes all necessary actions to comply with applicable FERC requirements and the operation of the System is uninterrupted; and
(b) The Company shall not, and shall use commercially reasonable efforts to cause any Specified Qualified Lessee not to violate in any material respect any regulation or order of the Public Utility Commission of Texas applicable to it.
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(Amended and Restated Note Purchase Agreement)

(c) None of the Company nor any Specified Qualified Lessee shall own, operate or control any electrical generating, transmitting or distribution facility, nor effect or control any sale of electricity, outside of the ERCOT balancing area authority except (i) as permitted by FERC, as set forth in its declaratory order issued in Docket no. EL07-93-000 or (ii) interconnected transmission or distribution assets or systems located substantially in the State of Texas or deriving a majority of their revenue from customers within the State of Texas.
 Section 10.18 Swaps  .  The Company will not, nor will it permit any Subsidiary to, enter into any Swap Contracts, except that the Company and its Project Finance Subsidiaries may enter into Swap Contracts solely to hedge interest rate risk and not for speculative purposes.
 Section 10.19 Additional Financial Covenants .  If the Company shall at any time enter into one or more agreements pursuant to which Indebtedness in an aggregate principal amount greater than $25,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company and its Subsidiaries than the financial covenants contained in Section 9.9 of this Agreement, then such more restrictive financial covenants and any related definitions (the " Additional Financial Covenants ") shall automatically be deemed to be incorporated into Section 9.9 of this Agreement by reference from the time such other agreement becomes binding upon the Company until such time as such other Indebtedness is repaid in full and all commitments related thereto are terminated; provided  , that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist.  So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Holders shall have consented thereto pursuant to Section 17.1 hereof.  Promptly but in no event more than 5 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company shall furnish each Holder with a copy of such agreement.  Upon written request of the Required Holders, the Company will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.
 Section 10.20 Burdensome Agreements .  The Company will not enter into or permit any Subsidiary Guarantor or Subsidiary of a Subsidiary Guarantor to enter into any Contractual Obligation that limits the right (a) of such Subsidiary to make Distributions to the Company or any Subsidiary Guarantor or to otherwise transfer property to the Company or any Subsidiary Guarantor, (b) of any Subsidiary of the Company to guarantee the Indebtedness of the Company or (c) of the Company or any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person, in each case except for (i) restrictions arising under any Requirement of Law, (ii) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of assets not prohibited under this Agreement pending the consummation of such sale or other disposition, (iii) this Agreement, the other Note Documents, Permitted Liens (other than Liens permitted under Section 10.5(k) ), any document or instrument evidencing or granting any such Permitted Liens and the agreements listed on Schedule 10.20 ; (iv) any Contractual Obligation relating to Indebtedness permitted pursuant to Section 10.6 (including Liens permitted pursuant to Section 10.5  ) to the extent, in the good faith judgment of the Company, such limitations and requirements described in clauses (a), (b) or (c) above (x) are on customary market terms for Indebtedness of such type at the time entered into, so long as the Company has determined in good faith that such restrictions would not reasonably be expected to impair in any material respect the ability of the Note Parties to meet their ongoing payment obligations under the Note Documents, or (y) are not materially more restrictive, taken as a whole with respect to the Company and the Subsidiaries than the restrictions in the Note Documents, (v) with respect to clause (c), any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 10.6(c) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (vi) non-assignment provisions in franchise agreements, licenses, easements, leases, indemnities or other agreements and (vii) restrictions on any property or any Person contained in any asset or stock sale agreement or other similar agreements entered into with respect to such property or Person to the extent (x) the sale or other disposition of such property or Person is not prohibited by this Agreement and (y) such restrictions relate only to the property or Person to be sold or otherwise disposed of.
SECTION 11.	 EVENTS OF DEFAULT.	
An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:
(a) the Company defaults in the payment of any principal or Yield-Maintenance Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or
(b) the Company defaults in the payment of any interest on any Note, fees or other amounts for more than five days after the same becomes due and payable; or
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(Amended and Restated Note Purchase Agreement)

(c) the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) , Section 9.9 or Section 10 ; or
(d) the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a) , (b) and (c) ) or in any other Note Document (other than those referred to in another paragraph of this Section 11 ) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from the Collateral Agent or Holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d) ); or
(e) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or any other Note Document or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or
(f) with respect to any Lease to which the Company or a Subsidiary thereof is a party (other than Leases pursuant to which the Company recognized revenue, in the aggregate, that constituted 10% or less of the total consolidated revenue of the Company and its Subsidiaries (other than Project Finance Subsidiaries) as set forth on the face of the consolidated statements of operations for the four consecutive fiscal quarter period that ended on the date of the financial statements most recently delivered pursuant to Section 7.1 ), (i) any such Lease is declared to be null and void or is otherwise unenforceable, or any party thereto claims that any such agreement is unenforceable (unless, within 90 days after such declaration or claim, replaced by a Lease that complies with the provisions of Section 10.16 ), (ii) one or more payment defaults in an amount in excess of $10,000,000 in the aggregate occurs across all such Leases, after giving effect to any cure periods specified therefor or (iii) any default or event of default (other than those referred to in clause (i) or (ii) of this Section 11(f) ) occurs under any such Lease that could reasonably be expected to have a Material Adverse Effect and such failure continues for more than 90 days; or
(g) (i) the Certificate of Conveniences and Necessity (#30192, #30026, #30114 and #30191) issued or transferred by the Public Utility Commission of Texas to Sharyland and, prior to the FERC Merger, the FERC Operator, is terminated without being timely replaced, revoked or otherwise is not in effect; or (ii) except as could not reasonably be expected to result in a Material Adverse Effect, any other Required Permit is terminated without being timely replaced (if the terminated Permit continues to be a Required Permit), revoked or otherwise is not in effect; provided , however, that the termination without immediate renewal of any franchise agreement pursuant to which the Qualified Lessee operating the applicable portion of the System is authorized to operate the System and collect fees for services shall not constitute an Event of Default if the parties to the franchise agreement continue to perform in accordance with the terms of such agreement notwithstanding the termination; or
(h) any Security Document or any other security document entered into pursuant to Section 9.7 ceases to give the Collateral Agent perfected first priority Liens (subject to Permitted Liens) purported to be created thereby in a material portion of the Collateral, taken as a whole, for any reason other than as expressly permitted hereunder or thereunder (including by amendment, waiver and/or consent granted in accordance with the terms hereunder or thereunder) or satisfaction in full of the Obligations; or any Note Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including by amendment, waiver and/or consent granted in accordance with the terms hereunder or thereunder) or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Note Party contests in any manner the validity or enforceability of any Note Document; or any Note Party denies that it has any further liability or obligation under any Note Document or purports to revoke, terminate or rescind any Note Document, other than, for each of the foregoing, as expressly permitted hereunder or thereunder (including by amendment, waiver and/or consent granted in accordance with the terms hereunder or thereunder) or satisfaction in full of the Obligations; or
(i) without limiting clause (h), (i) the Company or any Specified Qualified Lessee is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least, in the case of the Company or Sharyland, $10,000,000 or, in the case of any other Specified Qualified Lessee, $2,000,000, in each case beyond any period of grace provided with respect thereto, or (ii) the Company or any Specified Qualified Lessee is in default in the performance of or compliance with any term of any evidence of any Indebtedness (including any mortgage, indenture or other agreement relating thereto), which Indebtedness, in the case of the Company or Sharyland, is in an aggregate outstanding principal amount of at least $10,000,000 (for each such Person individually) or, in the case of any other Specified Qualified Lessee, is an amount that could reasonably be expected to result in a Material Adverse Effect, and as a consequence of such default or condition one or more Persons are entitled to declare such Indebtedness to be due and payable before its stated maturity or before its regularly scheduled dates of payment, (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), Indebtedness of the Company or Sharyland in an aggregate outstanding principal amount of at least $10,000,000 (for each such Person individually) has become or has been declared due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iv) a default or an event of default occurs under the 2009 Note Agreement or the RBC Agreement, and such failure continues for more than any cure period specified therefor and has not otherwise been waived; or
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(Amended and Restated Note Purchase Agreement)

(j) the Company or Sharyland or, to the extent the same could reasonably be expected to result in a Material Adverse Effect, any other Qualified Lessee (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it or, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or
(k) a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company, any Subsidiary, Sharyland or, to the extent the same could reasonably be expected to result in a Material Adverse Effect, any other Qualified Lessee, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of any such Person or any such petition shall be filed against any such Person and such petition shall not be dismissed within 60 days; or
(l) a final judgment or judgments for the payment of money is rendered against the Company or a Qualified Lessee, in the case of the Company or Sharyland, aggregating in excess of $10,000,000 or $2,000,000, respectively, or, in the case of any other Qualified Lessee, to the extent the same could reasonably be expected to result in a Material Adverse Effect, other than, in each case, judgments payable by the Company or such Qualified Lessee, rendered in connection with the condemnations in favor thereof, and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or
(m) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) any Plan shall be “at-risk” within the meaning of Section 303 of ERISA as of the last day of any calendar year, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans,  (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or
(n) Hunt Family Members cease to Control Sharyland, or any Person other than a Qualified Lessee shall be the lessee under any lease with respect to the System; or
(o) (i) InfraREIT Partners shall cease to own or control, directly or indirectly, 90% of the outstanding equity interest of the Company; or (ii) Hunt Family Members cease to own and control, directly or indirectly, at least 5% of the outstanding equity interests of InfraREIT Partners, unless, in the case of clause (ii), (x) the general partner of InfraREIT Partners has become a publicly held company, or (y) the Company has total assets on its balance sheet valued at $1,000,000,000 or greater.
As used in Section 11(m) , the terms “ employee benefit plan ” and “ employee welfare benefit plan ” shall have the respective meanings assigned to such terms in section 3 of ERISA.
SECTION 12.	 REMEDIES ON DEFAULT, ETC.	
 Section 12.1 Acceleration .  (a)  If an Event of Default with respect to the Company described in Section 11(j) or (k)  (other than an Event of Default described in clause (i) of Section 11(j) or described in clause (vi) of Section 11(j) by virtue of the fact that such clause encompasses clause (i) of Section 11(j) ) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.
(b) If any other Event of Default has occurred and is continuing, any Holder or Holders of more than 51% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.
(c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any Holder or Holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.
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(Amended and Restated Note Purchase Agreement)

Upon any Notes becoming due and payable under this Section 12.1 , whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Yield-Maintenance Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.  The Company acknowledges, and the parties hereto agree, that each Holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Yield-Maintenance Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.
 Section 12.2 Other Remedies .  If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1  , the Holder of any Note at the time outstanding may proceed to protect and enforce the rights of such Holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.
 Section 12.3 Rescission .  At any time after any Notes have been declared due and payable pursuant to Section 12.1(b)  or (c), the Holders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Yield-Maintenance Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Yield-Maintenance Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 , and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes.  No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.
 Section 12.4 No Waivers or Election of Remedies, Expenses, Etc  .  No course of dealing and no delay on the part of any Holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Holder’s rights, powers or remedies.  No right, power or remedy conferred by this Agreement or by any Note upon any Holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.  Without limiting the obligations of the Company under Section 15 , the Company will pay to the Holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such Holder incurred in any enforcement or collection under this Section 12 , including, without limitation, reasonable attorneys’ fees, expenses and disbursements.
SECTION 13.	 REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.	
 Section 13.1 Registration of Notes  .  The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes.  The name and address of each Holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register.  Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary.  The Company shall give to any Holder of a Note that is an Institutional Investor, promptly upon request therefor, a complete and correct copy of the names and addresses of all registered Holders of Notes. In addition to and not in limitation of any representations contained herein, each Holder acknowledges and agrees that the Notes have not been registered under the Securities Act and may not be transferred except pursuant to registration or an exemption therefrom and in compliance with Section 13.2(b) hereof.
 Section 13.2 Transfer and Exchange of Notes .  (a) Subject to compliance with Section 13.2(b)  , upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered Holder of such Note or such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note.  Each such new Note shall be payable to such Person as such Holder may request and shall be substantially in the form of Exhibit 1 .  Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon.  The Company may require
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(Amended and Restated Note Purchase Agreement)

payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes.  Notes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000.  Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 6.1 and Section 6.2 .
(b) Each Holder hereby agrees that it will not offer for sale or sell any of its Notes or disclose any Confidential Information to any prospective transferee of the Notes, other than to an Affiliate, or to another Holder without first delivering written notice to the Company (a “ Right of First Offer Notice ”) of its intent to sell such Notes and disclose such Confidential Information.  Such Right of First Offer Notice shall contain a reasonably detailed description of the proposed terms of such sale, including, without limitation, the proposed purchase price (the “ Proposed Purchase Price ”) for such Notes and the names of up to ten prospective purchasers.  If the Company so desires it may, within 5 Business Days of the receipt of such Right of First Offer Notice, inform such Holder in writing of its intent to purchase, or have an Affiliate or Institutional Investor designated by the Company purchase, such Notes (a “ Purchase Notice ”) from the Holder delivering such Right of First Offer Notice at the Proposed Purchase Price, provided, however, that if at such time a Default or Event of Default shall have occurred and be continuing, the Company shall not purchase, and shall not allow any Affiliate or Institutional Investor designated by the Company to purchase, the Notes of the Holder delivering such Right of First Offer Notice.  The aggregate principal amount of the Notes specified in such Purchase Notice shall be purchased by the Company, or such Affiliate or Institutional Investor, for the Proposed Purchase Price, together with accrued interest on such Notes to the purchase date, on the date specified by the Company in such Purchase Notice, which shall be not more than 30 days following delivery of such Purchase Notice.  If a Holder does not receive a Purchase Notice from the Company within 5 Business Days after the delivery of a Right of First Offer Notice to the Company, such Holder shall have the right to sell its Notes identified in such Right of First Offer Notice to one or more of the prospective purchasers identified in such Right of First Offer Notice for a price which is not less than the Proposed Purchase Price identified in such Right of First Offer Notice for a period of 120 days from the date of such Right of First Offer Notice.  In the event that the prospective purchasers identified by a Holder in a Right of First Offer Notice shall decline to purchase the Notes within such 120 day period, then the Holder may identify up to 10 additional Institutional Investors through a new Right of First Offer Notice.
 Section 13.3 Replacement of Notes .  Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)  ) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and
(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the Holder of such Note is, or is a nominee for, an original Purchaser or another Holder of a Note with a minimum net worth of at least $100,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or
(b) in the case of mutilation, upon surrender and cancellation thereof,
within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.
SECTION 14.	 PAYMENTS ON NOTES.	
 Section 14.1 Place of Payment .  Subject to Section 14.2  , payments of principal, Yield-Maintenance Amount, if any, and interest becoming due and payable on the Notes shall be made in New York City, New York at the principal office of JPMorgan Chase Bank National Association in such jurisdiction.  The Company may at any time, by notice to each Holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.
 Section 14.2 Home Office Payment .  So long as any Purchaser or its nominee shall be the Holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Yield-Maintenance Amount, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A  , or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1 .  Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election,
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(Amended and Restated Note Purchase Agreement)

either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2 .  The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2 .
SECTION 15.	 EXPENSES, ETC.	
 Section 15.1 Transaction Expenses  .  Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided.  The Company will pay, and will save each Purchaser and each other Holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder in connection with its purchase of the Notes).
 Section 15.2 Survival  .  The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.
SECTION 16.	 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.	
All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder of a Note; provided that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement.  Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.
SECTION 17.	 AMENDMENT AND WAIVER.	
 Section 17.1 Requirements .  This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21  hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(a), 11(b), 12, 17 or 20 .
 Section 17.2  Solicitation of Holders of Notes .
(a) Solicitation.   The Company will provide each Holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes.  The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each Holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders of Notes.
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(Amended and Restated Note Purchase Agreement)

(b) Payment.   The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Holder of Notes as consideration for or as an inducement to the entering into by any Holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Holder of Notes then outstanding even if such Holder did not consent to such waiver or amendment.
 Section 17.3 Binding Effect, etc  .  Any amendment or waiver consented to as provided in this Section 17 applies equally to all Holders of Notes and is binding upon them and upon each future Holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver.  No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon.  No course of dealing between the Company and the Holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any Holder of such Note.  As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.
 Section 17.4 Notes Held by Company, etc  .  Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the Holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.
 SECTION 18 .	 NOTICES.	
All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid).  Any such notice must be sent:
(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A , or at such other address as such Purchaser or nominee shall have specified to the Company in writing,
(ii) if to any other Holder of any Note, to such Holder at such address as such other Holder shall have specified to the Company in writing, and
(iii) if to the Company, to the Company at 1900 N. Akard Street, Dallas, TX  75201-2300, facsimile: (214) 855-6965 to the attention of W. Kirk Baker, or at such other address as the Company shall have specified to the Holder of each Note in writing.
Notices under this Section 18 will be deemed given only when actually received.
SECTION 19.	 REPRODUCTION OF DOCUMENTS.	
This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced.  The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.  This Section 19 shall not prohibit the Company or any other Holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.
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(Amended and Restated Note Purchase Agreement)

SECTION 20.	 CONFIDE NTIAL INFORMATION.  	
For the purposes of this Section 20 , “Confidential Information” means Information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement, provided that such term does not include information that: (a) other than as a result of disclosure by any Purchaser or its employees or agents in violation of this Section 20 was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) other than as a result of disclosure by any Purchaser or its employees or agents in violation of this Section 20 subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) other than as a result of disclosure by any Purchaser or its employees or agents in violation of this Section 20 otherwise becomes known to such Purchaser other than through disclosure by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available.  “Information” means information concerning the Company or its Subsidiaries, irrespective of its source or form of communication, furnished by or on behalf of the Company or any of its Subsidiaries, including without limitation notes, analyses, compilations, studies or other documents or records prepared by any Purchaser, which contain or reflect or were generated from information supplied by or on behalf of the Company or its Subsidiaries. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20 , (iii) any other Holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20 ), (v) any Person from which it offers to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20 ), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement.  Each Holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement.  On reasonable request by the Company in connection with the delivery to any Holder of a Note of information required to be delivered to such Holder under this Agreement or requested by such Holder (other than a Holder that is a party to this Agreement or its nominee), such Holder will enter into an agreement with the Company embodying the provisions of this Section 20.
SECTION 21.	 SUBSTITUTION OF PURCHASER.	
Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6 .  Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21 ), shall be deemed to refer to such Affiliate in lieu of such original Purchaser.  In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21 ), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original Holder of the Notes under this Agreement.
SECTION 22.	 MISCELLANEOUS.	
 Section 22.1 Successors and Assigns  .  All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent Holder of a Note) whether so expressed or not.
Annex A- 29
(Amended and Restated Note Purchase Agreement)

Section 22.2 Payments Due on Non-Business Days .  Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.4  that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Yield-Maintenance Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.
 Section 22.3 Accounting Terms  .  All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP.  Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP.  For purposes of determining compliance with any financial covenants contained in this Agreement, any election by the Company to measure an item of Indebtedness using fair value (as permitted by Statement of Financial Accounting Standards No. 159 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.
 Section 22.4 Severability  .  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.
 Section 22.5 Construction, etc  .  Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant.  Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.  For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.
 Section 22.6 Counterparts  .  This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.
 Section 22.7 Governing Law  .  This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
 Section 22.8 Jurisdiction and Process; Waiver of Jury Trial  .  (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes.  To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
(b) The Company consents to process being served by or on behalf of any Holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such Holder shall then have been notified pursuant to said Section.  The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it.  Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.
Annex A- 30
(Amended and Restated Note Purchase Agreement)

(c) In addition to and notwithstanding the provisions of Section 22.8(b) above, the Company hereby irrevocably appoints CT Corporation System as its agent to receive on its behalf and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding.  Such service may be made by mailing or delivering a copy of such process to the Company, in care of the process agent at 111 Eighth Avenue, 13 th Floor, New York, New York 10011, and the Company hereby irrevocably authorizes and directs the process agent to accept such service on its behalf.  If for any reason the process agent ceases to be available to act as process agent, the Company agrees immediately to appoint a replacement process agent satisfactory to the Required Holders.
(d) Nothing in this Section 22.8 shall affect the right of any Holder of a Note to serve process in any manner permitted by law, or limit any right that the Holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.
(e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.
 Section 22.9 Transaction References .    The Company and the Holders shall not refer to the other on an internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium, except with the referenced party’s prior written consent, which may be withheld at its sole discretion.
*  *  *  *  *

 
Annex A- 31
(Amended and Restated Note Purchase Agreement)

If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company.
 
Very truly yours,	
 	 	
SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C.	
 	 	
By	 	
Name:	 W. Kirk Baker	
Title:	 Senior Vice President	
[ Signature Page to SDTS 2010 Note Purchase Agreement]

This Agreement is hereby
accepted and agreed to as
of the date thereof.
 
Purchaser :	
 	
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	
 	 	
By:	 	
 	Vice President	

 
[ Signature Page to SDTS 2010 Note Purchase Agreement]

PURCHASER SCHEDULE
Sharyland Distribution and Transmission Services, L.L.C.
6.47% Senior Secured Notes due September 30, 2030
 
 	 	 	Aggregate Principal
Amount of Notes
to be Purchased	 	 	Note
Denomination(s)	 	
 	 	 	 	 	 	 	 	 	 	
 	THE PRUDENTIAL INSURANCE COMPANY OF  AMERICA	 	$	110,000,000	 	 	$	110,000,000	 	
 	 	 	 	 	 	 	 	 	 	
(1)	All payments on account of Notes held by such purchaser shall be made by
wire transfer of immediately available funds for credit to:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	JPMorgan Chase Bank
New York, NY
ABA No.:  021-000-021	 	 	 	 	 	 	 	 	
 	Account Name:  Prudential Managed Portfolio
Account No.:  P86188 (please do not include spaces)	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Each such wire transfer shall set forth the name of the Company, a reference to
“6.47% Senior Secured Notes due 2030, Security No. INV10794, PPN
82011@ AB9” and the due date and application (as among principal, interest
and Yield Maintenance Amount) of the payment being made.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(2)	Address for all notices relating to payments:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	The Prudential Insurance Company of America
c/o Investment Operations Group
Gateway Center Two, 10th Floor
100 Mulberry Street
Newark, NJ 07102-4077	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Attention:  Manager, Billings and Collections	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(3)	Address for all other communications and notices:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	The Prudential Insurance Company of America
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, TX 75201	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Attention:  Managing Director, Electric Finance Group	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(4)	Recipient of telephonic prepayment notices:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Manager, Trade Management Group	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Telephone:  (973) 367-3141	 	 	 	 	 	 	 	 	
 	Facsimile:   (888) 889-3832	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(5)	Address for Delivery of Notes:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Send physical security by nationwide overnight delivery service to:
 
Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, TX 75201
 
Attention:  William H. Bulmer
Telephone:  (214) 720-6204	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(6)	Tax Identification No.:  22-1211670	 	 	 	 	 	 	 	 	

Schedule A- 1
(To Annex A)

DEFINED TERMS
As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:
“ 2009 Note Agreement ” means the Note Purchase Agreement, dated December 31, 2009, among the Company and the holders of 2029 Notes, issued thereunder, as the same may be amended, restated, supplemented or otherwise modified from time to time.
“ 2029 Notes ” means the Company’s 7.25% Senior Notes due December 30, 2029, issued under the 2009 Note Agreement.
“ Additional Financial Covenants ” shall have the meaning given to it in Section 10.19 hereof .
“ Affiliate ” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person and, with respect to the Company, shall include any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interest of the Company or any corporation of which the Company beneficially owns or holds, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests; provided, however, that this definition shall at all times exclude owners or investors in InfraREIT Partners, L.P., except for Hunt Family Members.  Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.
“ Agreement ” is defined in the introductory paragraph of this Agreement.
“ Amortization Schedule ” is defined in Section 8.1(a) .
“ Anti-Terrorism Order ” means Executive Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.
“ Approved Accountant ” is defined in Section 7.1(b)(A) .
“ Blocked Person ” means (i) an OFAC Listed Person, (ii) an agent, department, or instrumentality of, or a Person otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (iii) a Person otherwise blocked, subject to sanctions under or engaged in any activity in violation of U.S. Economic Sanctions.
“ Business Day ” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.
“ Capital Lease ” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.
“Capital Stock” of any Person shall mean any and all shares, interests, rights to purchase, warrants, options, participation, patronage capital or other equivalents of or interest in (however designated) equity of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest.
“ Cash Flow ” means, for any period, the sum of the following (without duplication):  (i) all cash paid to the Company during such period under the Leases, (ii) all cash distributions received by the Company from Project Finance Subsidiaries of the Company during such period, (iii) all interest and investment earnings, if any, paid to the Company during such period on amounts on deposit in the account created under the Deposit Agreement, (iv) revenues, if any, received by or on behalf of the Company during such period under any insurance policy as business interruption insurance proceeds, (v) direct cash equity investments made by TDC in the Company during such period (excluding equity contributed to a Project Finance Subsidiary) in an amount not greater than the amount necessary to cause the Company to be in compliance with the financial covenants set forth in Section 9.9 (each such investment, an “ Equity Cure ”); provided , however , that during any period of four consecutive fiscal quarters, “Cash Flow” shall include an Equity Cure in no more than two of such quarters and (vi) proceeds of any borrowing made after the date hereof to the extent used to finance the payment of bullet or balloon installments of Indebtedness for borrowed money.
Schedule B- 1
(To Annex A)

“ Cash Flow Available for Debt Service ” for any period, means (i) Cash Flow received during such period minus (ii) (A) all O&M Costs paid during such period and (B) if an Equity Cure has been made in any fiscal quarter during the period for which Cash Flow Available for Debt Service is calculated, the lesser of the aggregate amount of (x) such Equity Cure during such period and (y) the aggregate amount of cash distributions paid by the Company during such period.
“ CISADA ” means the Comprehensive Iran Sanctions, Accountability and Divestment Act.
“ Closing ” is defined in Section 3 .
“ Closing Date ” means July 13, 2010.
“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.
“ Collateral ” means, collectively, the collateral described in each of the Security Documents.
“ Collateral Agency Agreement ” means the Second Amended and Restated Collateral Agency Agreement, dated as of the Third Amendment Date, among the Collateral Agent, the Company, the Holders and the holders of the other Permitted Secured Indebtedness from time to time party thereto (as the same may be amended, restated, amended and restated, supplemented, joined or otherwise modified from time to time).
“ Collateral Agent ” means The Bank of New York Mellon Trust Company, N.A., a national association, acting in its capacity as collateral agent for itself and the other Secured Parties, or its successors in such capacity appointed pursuant to the terms of the Collateral Agency Agreement.
“ Company ” means Sharyland Distribution & Transmission Services, L.L.C., a Texas limited liability company, or any successor that becomes such in the manner prescribed in Section 10.2.
“ Confidential Information ” is defined in Section 20 .
“ Consolidated Net Plant ” means, with respect to any Person, as of the date of determination, the net plant set forth on the face of the consolidated balance sheet of such Person or absent such amount on the consolidated balance sheet, the total plant of such Person on a consolidated basis minus accumulated depreciation set forth in the footnotes of the consolidated financial statements, in each case for the fiscal quarter ended on the date of the last financial statements delivered pursuant to Section 7.1 .
“Consolidated Qualified Lessee” shall mean any Qualified Lessee that is consolidated into the financial statements of another Qualified Lessee.
“Contractual Obligation” shall mean as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.
“Controlled Entity” means (i) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (ii) if the Company has a parent company, such parent company and its Controlled Affiliates.
“CREZ Lease” shall mean (A) prior to the effectiveness of the CREZ Lease Amendment and Restatement, the Amended and Restated Lease Agreement (CREZ Assets) dated as of April 30, 2013, between SP, as lessor, and Sharyland, as lessee, and (B) upon the effectiveness of the CREZ Lease Amendment and Restatement, the CREZ Lease Amendment and Restatement, as such lease may be amended, restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section 9.8(b) and/or 10.12 of this Agreement, as applicable.
“CREZ Lease Amendment and Restatement” shall mean the Second Amended and Restated Lease Agreement (CREZ Assets), between SP, as lessor, and Sharyland, as lessee, with respect to the CREZ Project.
Schedule B- 2
(To Annex A)

“ CREZ Project ” shall mean the five transmission lines, four substations and other facilities in Texas identified and awarded to Sharyland by the Public Utility Commission of Texas (the “PUCT”) in Docket Number 37902.
“Cross Valley Project” means  the approximately 49 mile transmission line in South Texas near the Mexican border, known as the “North Edinburg to Loma Alta 345 kV single-circuit transmission line” project, subsequently, renamed as the “North Edinburg to Palmito 345 kV double-circuit transmission line” project, which is built on double-circuit capable structures and the Palmito substation located on the eastern terminus of the Cross Valley Project.  The Cross Valley Project  is part of a 100 mile transmission line, which is jointly developed and permitted by Sharyland and Electric Transmission Texas.
“Cross Valley Project Transfer” shall mean the sale and Transfer of all of the Capital Stock of CV Project Entity, L.L.C., a Project Finance Subsidiary of the Company, to Cross Valley Partnership, L.P., a Person Controlled by one or more Hunt Family Members, for a purchase price at least equal to the Cross Valley Project’s rate base cost at such time.
“ Debt Service ” for any period, the aggregate (without duplication) of (i) all amounts of interest on the Notes and in respect of other Indebtedness of the Company required to be paid during such period, plus (ii) all amounts of principal on the Notes and in respect of other Indebtedness of the Company or required to be paid during such period, excluding any optional prepayments of principal during such period, plus (iii) all other premiums, fees, costs, charges, expenses and indemnities due and payable to the Holders or the other Secured Parties and holders of other Indebtedness of the Company or and agents acting on their behalf during such period.
“ Debt Service Coverage Ratio ” means, for each period of four consecutive fiscal quarters, the quotient of (i) Cash Flow Available for Debt Service for such period to (ii) Debt Service for such period.  If, during any period, the Company and/or any Subsidiary enters into a transaction or series of related transactions not prohibited by this Agreement (including by waiver, consent or amendment given or made in accordance with Article XVII) pursuant to which the Company and/or any Subsidiary acquires or disposes of any assets with a fair market value greater than $1,000,000, the Debt Service Coverage Ratio shall be calculated on a pro forma basis after giving effect to such transaction or series of related transactions as a whole (including any related incurrence, repayment or assumption of Indebtedness), and such transaction or series of related transactions (including any related incurrence, repayment or assumption of Indebtedness) shall be deemed to have occurred as of the first day of the applicable period.
“ Deeds of Trust ” means (i) the Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) and each First Lien Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing (Texas) by and from the Company, as grantor, to Peter M. Oxman, as trustee, for the benefit of the Collateral Agent and the other Secured Parties, dated as of July 13, 2010, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time and (ii) each other deed of trust by and from the Company, as grantor, for the benefit of the Collateral Agent and the other Secured Parties entered into from time to time.
“ Default ” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.
“ Default Rate ” means that rate of interest per annum from time to time equal to the greater of (i) 8.47% per annum, and (ii) 2% over the rate of interest publicly announced by The Bank of New York Mellon from time to time in New York as its “base” or “prime” rate.
“Deposit Agreement” means the Amended and Restated Deposit Account Control Agreement, dated as of the Third Amendment Date, among the Company, the Collateral Agent and Bank of America, N.A.
“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
“Development Agreement” means that certain Development Agreement to be entered into among Hunt Transmission Services, L.L.C., Sharyland, InfraREIT and/or InfraREIT Partners in connection with one or more New Projects, pursuant to which Hunt Transmission Services, L.L.C. has granted InfraREIT a right of first offer related to the New Projects identified therein, as amended from time to time in accordance with its terms.
“ Disclosure Documents ” is defined in Section 5.3 .
Schedule B- 3
(To Annex A)

“ Distributions ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Capital Stock or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.
“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials.
“ ERCOT ” means the Electric Reliability Council of Texas or any successor thereto.
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.
“ Event of Default ” is defined in Section 11 .
“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time.
“FERC” means the Federal Energy Regulatory Commission, or any successor agency to its duties and responsibilities.
“ FERC Lease ” shall mean (A) prior to the effectiveness of the FERC Lease Amendment and Restatement, the Second Amended and Restated Lease Agreement, dated as of July 1, 2012, between FERC Owner and FERC Operator and (B) upon the effectiveness of the FERC Lease Amendment and Restatement, the FERC Lease Amendment and Restatement, as such lease may be amended, restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section 9.8(b) and/or 10.12 of this Agreement, as applicable.
“FERC Lease Amendment and Restatement” shall mean the Third Amended and Restated Lease Agreement (Stanton Transmission Loop Assets) between FERC Owner, as lessor, and FERC Operator, as lessee.
“ FERC Lease Assumptions ” shall mean the anticipated assumptions of the FERC Lease in connection with the FERC Merger (i) by the Company as the lessor thereunder, as successor in interest to FERC Owner and (ii) by Sharyland of the FERC Lease as the lessee, as successor in interest to the FERC Operator.
“ FERC Merger ” shall mean the anticipated transaction or series of transactions pursuant to which SDTS FERC L.L.C. will merge into the Company and SU FERC L.L.C. will merge into Sharyland.
“ FERC Operator ” shall mean (A) prior to the FERC Merger,  SU FERC, L.L.C., a Subsidiary of Sharyland, and (B) upon the completion of the FERC Merger, Sharyland.
“ FERC Owner ” shall mean (A) prior to the FERC Merger, SDTS FERC, L.L.C., a Subsidiary of the Company, and (B) upon the completion of the FERC Merger, the Company.
“ Financing Documents ” means, collectively, this Agreement, the 2009 Note Agreement, the Notes, the 2029 Notes, the RBC Agreement, the Security Documents, any other documents, agreements or instruments entered into in connection with any of the foregoing and any other documents, agreements or instruments from time to time constituting “Financing Agreements” under the Collateral Agency Agreement.
“ Force Majeure Event ” means any claim of force majeure by any Person under any Material Project Document, which would allow such Person to avoid all or any material part of its obligations thereunder and any other fire, explosion, accident, strike, slowdown or stoppage, lockout or other labor dispute (whether pending or, to the Company’s knowledge threatened), drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or other casualty (whether or not covered by insurance), that could reasonably be expected to result in a Material Adverse Effect.
Schedule B- 4
(To Annex A)

“ Fourth Amendment Date ” means September 28, 2015.
“ FPA ” means the Federal Power Act, 16 U.S.C. §§791 et seq., as amended, and the regulations of the FERC thereunder.
“ GAAP ” means generally accepted accounting principles as in effect in the United States of America.  In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, ratios, standards or terms in this Agreement, then the Company and the Holders agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the financial condition of the Company and Sharyland shall be the same after such Accounting Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shall have been executed and delivered by the Company and the Holders, all financial covenants, ratios, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred.  “Accounting Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.
“Golden Spread Project” shall mean a new 345 kilovolt transmission line that will be approximately 55 miles long and will connect the Golden Spread Electric Cooperative, Inc. Antelope-Elk Energy Center in Hale County, approximately 1.6 miles north of the City of Abernathy on County Road P, to the proposed White River Station that will be built by Sharyland in Floyd County, approximately 9 miles northwest of the City of Floydada and 1.1 miles east of the intersection of County Road 231 and County Road 200 and the Abernathy substation that is located in the western portion of the transmission line.
“Golden Spread Project Transfer” shall mean the sale and Transfer of all of the Capital Stock of GS Project Entity to a Person Controlled by one or more Hunt Family Members for a purchase price at least equal to the Golden Spread Project’s rate base cost at such time.
“ Good Utility Practices ” means “Good Utility Practice” as defined from time to time by the Public Utility Commission of Texas.
“ Governmental Authority ” means
(a) the government of:
(i) the United States of America or any State or other political subdivision thereof, or
(ii) any other jurisdiction in which the Company conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company, or
(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government, or
(c) ERCOT, or
(d) the Texas Regional Entity.
“ GS Project Entity ” means a Project Finance Subsidiary of the Company created to finance and develop the Golden Spread Project.
“ Guaranty ” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Indebtedness of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:
to purchase such Indebtedness or any property constituting security therefor;
(a) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such Indebtedness;
(b) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such Indebtedness of the ability of any other Person to make payment of the Indebtedness; or
(c) otherwise to assure the owner of such Indebtedness against loss in respect thereof.
Schedule B- 5
(To Annex A)

The amount of any Guaranty shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation (or, if less, the maximum amount for which such Guaranty is made) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.
“ Hazardous Material ” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.
“ Holder ” means, with respect to any Note the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1 .
“ Hunt Family Members ” means (i) Ray L. Hunt; (ii) the spouse of Ray L. Hunt and each of his children and siblings; (iii) the spouse and lineal descendants of any Person identified in the foregoing clause (ii); (iv) any trust or account primarily for the benefit of any Person or Persons identified in the foregoing clauses (i), (ii) or (iii); (v) any corporation, partnership or other entity in which any of the Persons identified in the foregoing clauses (i), (ii), (iii) or (iv) are the beneficial owners of substantially all of the shares of capital stock, membership interests, partnership interests or other equity interests and options or warrants to acquire, or securities convertible into, capital stock, membership interests, partnership interests, or other equity securities of an entity; and (vi) the personal representative or guardian of any of the Persons identified in the foregoing clauses (i), (ii) and (iii) upon such Person’s death for purposes of the administration of such Person’s estate or upon such Person’s disability or incompetency for purposes of protection and management of the assets of such Person.
“ Indebtedness ” with respect to any Person means, at any time, without duplication,
its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;
(a) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);
(b) (i) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities which would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases; provided , however , that for purposes of this definition (including with respect to clauses (i) and (ii) hereof), the System Leases, any other Lease and any similar lease shall not be treated as a capital lease;
(c) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);
(d) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money); provided , however , that for purposes of this definition, any surety bonds or indemnification agreements entered into by Sharyland (with respect to which the Company or a subsidiary thereof has a reimbursement or backstop obligation) in connection with condemnation proceedings shall be excluded;
(e) the aggregate Swap Termination Value of all Swap Contracts of such Person; and
(f) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.
Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.
“InfraREIT” shall mean InfraREIT, L.L.C., a Delaware limited liability company, and its successors.
“ InfraREIT Partners ” shall mean InfraREIT Partners, LP, a Delaware limited partnership.
“ Initial NPA ” is defined in the recitals hereto.
Schedule B- 6
(To Annex A)

“ Institutional Investor ” means (a) any Purchaser of a Note, (b) any Holder of a Note holding (together with one or more of its Affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any Holder of any Note.
“Investments” has the meaning given to it in Section 10.7.
“Investment Grade Credit Rating” means with respect to any Person, a rating of the long-term unsecured debt securities of such Person (or if such rating is unavailable, issuer rating) equal to or higher than (1) “BBB-” (or the equivalent) with a stable or better outlook by Standard & Poor’s Financial Services LLC, or (2) “Baa3” (or the equivalent) with a stable or better outlook by Moody’s Corporation; provided, that if such Person has a rating from both Standard & Poor’s Financing Services LLC and Moody’s Corporation, then the applicable rating shall be deemed to be the lower of the two.
“Leased Consolidated Net Plant” shall mean that portion of the Consolidated Net Plant of the lessor of a Lease between such lessor and a Qualified Lessee that is the subject of such Lease.
“Leases” means (i) the System Leases, the CREZ Lease, the FERC Lease and any other leases of transmission and distribution and related assets to a Qualified Lessee under which the Company or any Subsidiary of the Company is a party as a lessor and (ii) any lease of transmission and distribution and related assets pursuant to which Sharyland is the lessee and a Subsidiary of Sharyland or another Person Controlled by one or more Hunt Family Members is the lessor; provided, no such lease will qualify as a “Lease” hereunder if each of the three following criteria apply; (x) Sharyland is the lessee, (y) cash rental payments have become due and payable pursuant thereto and (z) none of the Company, a Subsidiary of the Company or a Subsidiary of Sharyland is the lessor.
“ Lien ” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person, in each case, in the nature of a security interest of any kind or nature whatsoever.
“ Material Adverse Effect ” means a material adverse effect upon and/or material adverse developments with respect to (a) the operations, business, assets, properties, liabilities or financial condition of the Company and its Subsidiaries (taken as a whole); (b) the ability of the Note Parties (taken as a whole) to perform their obligations under the Note Documents; (c) the legality, validity or enforceability of this Agreement or any other Note Document or the rights or remedies of the Collateral Agent or the Holders hereunder or thereunder or (d) the validity, perfection or priority of the Collateral Agent’s Liens on any material Collateral.
“ Material Project Document ” means (i) any contract or agreement that is related to the ownership, operation, maintenance, management service, repair or use of the System entered into by the Company or any Subsidiary subsequent to the Third Amendment Date that involves full payments or obligations of the Company or any Subsidiary in excess of $5,000,000 in any calendar year, and (ii) System Leases, but shall exclude any documents subject to Section 10.12 herein.
“ Maturity Date ” means September 30, 2030.
“McAllen Lease” shall mean (A) prior to the effectiveness of the McAllen Lease Amendment and Restatement, the Second Amended and Restated Master System Lease Agreement, dated as of July 1, 2012, between Company, as lessor, and Sharyland, as lessee, and (B) upon the effectiveness of the McAllen Lease Amendment and Restatement, the McAllen Lease Amendment and Restatement, as such lease may be amended, restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section 9.7(b) and/or 10.12 of this Agreement, as applicable.
“McAllen Lease Amendment and Restatement” shall mean the Third Amended and Restated Master System Lease Agreement (McAllen System), between the Company, as lessor, and Sharyland, as lessee.
“ Moody’s ” means Moody’s Investors Service, Inc.
“ Multiemployer Plan ” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).
“ NAIC ” means the National Association of Insurance Commissioners or any successor thereto.
Schedule B- 7
(To Annex A)

“ New Project ” shall mean any transmission or distribution project, including any such project acquired or built by a Project Finance Subsidiary, any “Footprint Project” (as defined in the Leases) that the Company or a Subsidiary of the Company funds pursuant to a Lease and any such project that InfraREIT or a Subsidiary thereof acquires pursuant to the Development Agreement, including, for the avoidance of doubt, the Cross Valley Project and the Golden Spread Project.
“ Non-Recourse Debt ” means Indebtedness of a Project Finance Subsidiary or a Subsidiary of Sharyland, as the case may be, that, if secured, is secured solely by a pledge of collateral owned by such Project Finance Subsidiary or such Subsidiary of Sharyland, as the case may be, and the Capital Stock in such Project Finance Subsidiary or such Subsidiary of Sharyland, as the case may be, and for which no Person other than such Project Finance Subsidiary or such Subsidiary of Sharyland, as the case may be, is personally liable.
“ Notes ” is defined in Section 1 .
“ Note Documents ” means this Agreement, the Notes, the Security Documents, the Subsidiary Guaranties and any amendment, waiver, supplement or other modification to any of the foregoing.
“ Note Parties ” means the Company and each Subsidiary that is a party to a Note Document, as applicable.
“ O&M Costs ” means actual cash management and operation costs of the Company, taxes payable by the Company, insurance premiums, consumables, fees and expenses of, and other amounts owing to, the Collateral Agent and the depositary under the Deposit Agreement, and other costs and expenses in connection with the management or operation of the Company, but exclusive in all cases of (a) non-cash charges, including depreciation or obsolescence charges or reserves therefor, amortization of intangibles or other bookkeeping entries of a similar nature, (b) all other payments of Debt Service and Yield-Maintenance Amounts, if any, (c) costs of repair or replacement paid with insurance proceeds and (d) development costs related to any Project Finance Subsidiary.
“ Obligation ” means any loan, advance, debt, liability, and obligation of performance, howsoever arising, owed by the Company to the Collateral Agent or the Holders of any kind or description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of this Agreement, any Note or any of the other Note Documents, including all principal, interest, Yield-Maintenance Amounts, fees, charges, expenses, attorneys’ fees and accountants fees payable or reimbursable by the Company under this Agreement or any of the other Note Documents.
“OFAC” means the Office of Foreign Assets Control, United States Department of the Treasury.
“OFAC Listed Person” means a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC.
“OFAC Sanctions Program” shall mean any economic or trade sanction that OFAC is responsible for administering and enforcing.  A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.
“ Officer’s Certificate ” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.
“ Payment Date ” means September 30, 2010 and the 30th day of December, March, June and September thereafter up to the Maturity Date, and the Maturity Date.
“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.
“ Permit ” means any action, approval, consent, waiver, exemption, variance, franchise, order, permit, authorization, right or license of or from a Governmental Authority, provided that interests or estates in real property, shall not be considered Permits.
“ Permitted Investment ” means any (a) marketable direct obligation of the United States of America, (b) marketable obligation directly and fully guaranteed as to interest and principal by the United States of America, (c) demand deposit with Bank of America N.A., or time deposit, certificate of deposit and banker’s acceptance issued by any member bank of the Federal Reserve System which is organized under the laws of the United States of America or any state thereof or any United States branch of a foreign bank, in each case whose equity capital is in excess of $500,000,000 and whose long-term debt securities are rated “A” or better by S&P and “A2”
Schedule B- 8
(To Annex A)

or better by Moody’s, (d) commercial paper or tax exempt obligations given the highest rating by Moody’s and S&P, (e) obligations of a commercial bank described in clause (c) above, in respect of the repurchase of obligations of the type as described in clauses (a) and (b) hereof, provided that such repurchase obligation shall be fully secured by obligations of the type described in said clauses (a) and (b) and the possession of such obligation shall be transferred to, and segregated from other obligations owned by, any such bank, (f) instrument rated “AAA” by S&P and “Aaa” by Moody’s issued by investment companies and having an original maturity of 180 days or less, (g) eurodollar certificates of deposit issued by any bank described in clause (c) above, and (h) marketable security rated not less than “A-1” by S&P or not less than “Prime-1” by Moody’s.  In no event shall Permitted Investments include any obligation, certificate of deposit, acceptance, commercial paper or instrument which by its terms matures (A) more than 180 days after the date of investment, unless a bank meeting the requirements of clause (c) above shall have agreed to repurchase such obligation, certificate of deposit, acceptance, commercial paper or instrument at its purchase price plus earned interest within no more than 90 days after its purchase thereunder or (B) after the next Payment Date.
“ Permitted Lien ” is defined in Section 10.5.
“ Permitted Secured Indebtedness ” has the meaning given to it in the Collateral Agency Agreement.
“ Person ” means an individual, partnership, corporation, cooperative corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.
“ Plan ” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.
“ Pledge Agreement” means the Amended and Restated Assignment of Membership Interests and Pledge Agreement, dated as of the Third Amendment Date, by TDC, with respect to its membership interests in the Company, to the Collateral Agent.
“Preferred Stock ” means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.
“ Project Finance Subsidiary ” means a special purpose Subsidiary of a Person created to develop a New Project and to finance such New Project solely with Non-Recourse Debt and equity (including, for the avoidance of doubt, CV Project Entity, L.L.C.).
“ property ” or “ properties ” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.
“ PTE ” is defined in Section 6.2(a) .
“ Purchaser ” is defined in the first paragraph of this Agreement.
“ Qualified Institutional Buyer ” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.
“ Qualified Lessee ” means Sharyland and/or any other utility that is (x) approved or authorized by the applicable public utility commission or similar regulatory authority to operate and/or lease the transmission and/or distribution assets of the Company or any Subsidiary and (y) a party to a then-effective lease agreement with the Company or a Subsidiary thereof pursuant to which such utility leases and operates such entity’s transmission and/or distribution assets.
“ Qualified Lessee Affiliate Loan ” means loans made by InfaREIT Partners or a Subsidiary thereof to Qualified Lessees from time to time in an aggregate principal amount not to exceed $10,000,000 at any time outstanding as long as the use of proceeds of such loans is limited to the acquisition or financing of equipment or other assets used in the Qualified Lessee’s operation or lease of transmission or distribution assets from the Company or a Subsidiary thereof pursuant to a Lease.
“Qualifying IPO” means an initial public offering of the Capital Stock of InfraREIT pursuant to a registration statement filed with the SEC.
Schedule B- 9
(To Annex A)

“ RBC ” means Royal Bank of Canada, a Canadian banking institution.
“ RBC Agreement ” means that certain Third Amended and Restated Credit Agreement, dated as of the Third Amendment Date, among the Company, as borrower, the lenders from time to time party thereto and RBC, administrative agent, as the same may be amended, restated, supplemented and otherwise modified from time to time.
“ Real Property Collateral ” means any fee owned real property (other than easements and rights of way) with a fair market value in excess of $3,000,000.
“ Related Fund ” means, with respect to any Holder of any Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such Holder, the same investment advisor as such Holder or by an Affiliate of such Holder or such investment advisor.
“ Required Holders ” means, at any time, the Holders of at least 51% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).
“ Required Permit ” is defined in Section 5.12(a).
“ Requirements of Law ” means as to any Person, the certificate of incorporation or formation and by-laws or partnership or operating agreement or other organizational or governing documents of such Person, and any local, state or Federal law, regulation, rule, ordinances or determination, interpretation or order of an arbitrator or a court or other Governmental Authority, and any Required Permit, in each case applicable to or binding upon such Person or any of its properties or its business or to which such Person or any of its properties or its business is subject.
“ Responsible Officer ” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.
“ Restricted Payment Conditions ” is defined in Section 10.9.
“ROFO Transfer” shall mean the sale and Transfer to Persons Controlled by one or more Hunt Family Members of any assets located in the Texas Panhandle related to the CREZ Project that are categorized as ROFO Projects under the Development Agreement with an aggregate fair market value not to exceed $5,000,000.
“Sanctions” means any international economic sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.
“ SEC ” shall mean the Securities and Exchange Commission of the United States, or any successor thereto.
“ Secured Parties ” means the Collateral Agent, the Holders and the other Secured Parties (as defined in the Collateral Agency Agreement) from time to time.
“ Securities ” or “ Security ” shall have the meaning specified in Section 2(1) of the Securities Act.
“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“ Security Agreement ” means the Amended and Restated Security Agreement, dated as of the Fourth Amendment Date, among the Company and the Collateral Agent.
“ Security Documents ” means (i) the Collateral Agency Agreement, Security Agreement, the Deeds of Trust, the Pledge Agreement and the Deposit Agreement Agreement and (ii) other security documents entered into pursuant to Section 9.7 and any other security documents, financing statements and the like filed or recorded in connection with the foregoing.
“ Senior Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company or a Qualified Lessee, as applicable.
“ Sharyland ” means Sharyland Utilities, L.P., a Texas limited partnership.
Schedule B- 10
(To Annex A)

“ SP ” shall mean Sharyland Projects, L.L.C., a Project Finance Subsidiary.
“Specified Qualified Lessee” shall mean Sharyland and any Qualified Lessee (a) (i) without an Investment Grade Credit Rating or (ii) whose obligations under the applicable Leases are not guaranteed by an entity with an Investment Grade Rating and (b) whose business is limited to the leasing of transmission and/or distribution assets from the Company or any of its Subsidiaries or Affiliates.
“Stanton/Brady/Celeste Lease” shall mean (A) prior to the effectiveness of the Stanton/Brady/Celeste Lease Amendment and Restatement, the Amended and Restated Lease Agreement (Stanton/Brady/Celeste Assets), dated as of July 1, 2012, between the Company, as lessor, and Sharyland, as lessee, and (B) upon the effectiveness of the Stanton/Brady/Celeste Lease Amendment and Restatement, the Stanton/Brady/Celeste Lease Amendment and Restatement, as such lease may be amended restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section 9.7(b) and/or 10.12 of this Agreement, as applicable.
“Stanton/Brady/Celeste Lease Amendment and Restatement” shall mean the Second Amended and Restated Lease Agreement (Stanton/Brady/Celeste Assets), between the Company, as lessor, and Sharyland, as lessee.
“ Structuring Fee ” is defined in Section 4.7.
“ Subsidiary ” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries).  Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company and, prior to the completion of the FERC Merger, shall include the FERC Owner.  Prior to the completion of the FERC Merger, all references herein to a Subsidiary of Sharyland shall include the FERC Operator.
“ Subsidiary Guaranty ” means each Guaranty provided by the Subsidiary Guarantors pursuant to Section 9.7(d) , if any, substantially in the form of Exhibit 3 to the Agreement.
“ Subsidiary Guarantor ” means any Subsidiary of the Company that is a guarantor under a Guaranty pursuant to Section 9.7(d) .
“ SVO ” means the Securities Valuation Office of the NAIC or any successor to such Office.
“ Swap Contract ” means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions or any of the foregoing (including, but without limitation, any options to enter into any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., or any International Foreign Exchange Master Agreement.
“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amounts(s) determined as the mark-to-market values(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.
“ Synthetic Lease ” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.
“ System ” means the Company’s and/or any Subsidiary’s (other than a Project Finance Subsidiary’s) integrated electrical transmission and distribution facilities located primarily in the State of Texas and the systems and other property necessary to operate the transmission and distribution facilities, and all improvements to and expansions of such facilities, and each New Project (upon its completion) owned by the Company or a Subsidiary thereof; provided that, for the purposes hereof, “System” shall not be deemed to include any easements held by the Company or any Subsidiary.
Schedule B- 11
(To Annex A)

“ System Leases ” means (1) the McAllen Lease, (2) the Stanton/Brady/Celeste Lease, (3) upon the effectiveness thereof, the Lease Agreement (ERCOT Transmission Assets) between the Company, as lessor, and Sharyland, as lessee, (4) upon the completion of the FERC Merger, the FERC Lease and (5) any and all other Leases and supplements thereto in connection with the System and the transmission and distribution facilities ancillary thereto and any easements associated therewith, in the case of each of the foregoing clauses (1) through (5) as amended, restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section 9.8 and/or 10.12 of this Agreement, as applicable.
“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“ TDC ” means Transmission and Distribution Company, L.L.C., a Texas limited liability company.
“ TDC Note Agreement” means the Note Purchase Agreement, dated the Closing Date, among TDC and the purchasers named therein.
“ Third Amendment Date ” means December 10, 2014.
“ Total Debt ” means, with respect to the Company, all Indebtedness of the Company on a consolidated basis; provided , however , that for purposes of calculating the Company’s Total Debt to Capitalization Ratio, the Company’s Total Debt shall exclude Non-Recourse Debt of a Project Finance Subsidiary of the Company and that portion of the Swap Termination Value defined in clause (b) of the definition of “Swap Termination Value” and shall include Indebtedness of Sharyland on a consolidated basis (excluding Non-Recourse Debt of a Project Finance Subsidiary of Sharyland).
“ Total Debt to Capitalization Ratio ” means (a) the Company’s Total Debt, divided by (b) the sum of (i) Total Debt plus (ii) the Company’s capitalization, as shown on the Company’s balance sheet plus (iii) if positive, Sharyland’s capitalization, as shown on its balance sheet. In connection with any transaction or series of related transactions not prohibited by this Agreement (including by waiver, consent or amendment given or made in accordance with Article XVII) pursuant to which the Company or any Subsidiary makes any acquisition or disposition of assets with a fair market value greater than $1,000,000, the Total Debt to Capitalization Ratio shall be calculated on a pro forma basis after giving effect to such transaction or series of related transactions as a whole (including any related incurrence, repayment or assumption of Indebtedness).
“ Transaction Documents ” means, collectively, the Note Documents and the Leases to which the Company or a Subsidiary thereof is a party.
“ Transfer ” means, with respect to any item, the sale, exchange, conveyance, lease, transfer or other disposition of such item.
“UCC” shall mean, with respect to any jurisdiction, the Uniform Commercial Code as in effect in such jurisdiction.
“UCC Collateral” means the Collateral that is of a type in which a valid security interest can be created under Article 8 or Article 9 of the UCC as in effect in New York.
“U.S. Economic Sanctions” shall mean United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, CISADA or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing.
“ USA Patriot Act ” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“ Wholly-Owned Subsidiary ” means, at any time, any Subsidiary one hundred percent of all of the voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.
“ Yield-Maintenance Amount ” is defined in Section 8.6 .
Schedule B- 12
(To Annex A)

RULES OF INTERPRETATION
1.	The singular includes the plural and the plural includes the singular; and words in the masculine, neuter or feminine gender shall be read and construed as though in either of the other genders where the context so requires.	
2.	The word “or” is not exclusive.	
3.	A reference to any law includes any amendment or modification to such law, and all regulations, rulings and other laws and regulations promulgated under such law.	
4.	A reference to a Person includes its successors and permitted assigns.	
5.	Accounting terms have the meanings assigned to them by GAAP (as defined in the applicable Financing Agreement), as applied by the accounting entity to which they refer.	
6.	The words “include,” “includes” and “including” are not limiting.	
7.	A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document.	
8.	References to “knowledge” or words of similar import refer to the actual knowledge of the current officers of the relevant Person, without any duty of investigation unless otherwise indicated.	
9.	References to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.	
10.	The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.	
11.	References to “days” shall mean calendar days, unless the term “Banking Days” shall be used. References to a time of day shall mean such time in New York City, unless otherwise specified.	
12.	The section and subsection headings in a document are for convenience of reference only and shall neither be deemed to be a part of such document nor modify, define, expand or limit any of the terms or provisions thereof.	
13.	References to agreements or other contractual obligations shall, unless otherwise specified, be deemed to refer to such agreements or contractual obligations as amended, supplemented, restated or otherwise modified from time to time.	

 
Schedule B- 13
(To Annex A)

Schedule 4.12(a)
Deeds of Trust
 
County	 	Description	
 	 	 	
EXISTING COLLATERAL	
 	 	 	
HIDALGO	 	HVDC SITE	
HIDALGO	 	TAYLOR/NORTHEAST SUBSTATION	
HIDALGO	 	BENTSEN SUBSTATION	
HIDALGO	 	AEP TRANSMISSION LINE	
HIDALGO	 	SHARYLAND TRANSMISSION LINE	
HIDALGO	 	McALLEN LICENSE AGREEMENT	
HIDALGO	 	UNION PACIFIC LICENSE AGREEMENTS	
 	 	
NEW COLLATERAL
(TO BE ADDED TO EXISTING COLLATERAL)	
 	 	 	
COLLIN	 	FARMERSVILLE	
CONCHO	 	EDEN	
GLASSCOCK	 	GLASSCOCK SUB. HWY 33	
GLASSCOCK	 	EILAND	
GLASSCOCK	 	SOUTH SERVICE	
HUNT	 	SWINDELL (a/k/a Floyd Substation)	
HUNT	 	PRUITT	
HUNT	 	HUNT-COLLIN (24 ACRES)	
HUNT	 	HUNT-COLLIN (19.996 ACRES)	
MARTIN	 	GRADY	
MARTIN	 	TARZAN	
MARTIN	 	OLD SANTA FE	
MARTIN	 	DR. PEPPER	
MARTIN	 	STANTON YARD 219	
MARTIN	 	STANTON YARD 220	
MARTIN	 	STANTON YARD 221	
MARTIN	 	STANTON YARD 222	
MARTIN	 	STANTON YARD 224	
MCCULLOCH	 	DUTTON	
MCCULLOCH	 	MCCULLOCH	
MCCULLOCK	 	DUTTON POLEYARD	
MIDLAND	 	GREENWOOD	
MIDLAND	 	NORTH MIDLAND	
MITCHELL	 	LONE WOLF	
SAN SABA	 	RICHLAND	
SAN SABA	 	TERRY	

 
Schedule 4.12(a)
(To Annex A)

Schedule 5.3
Disclosure Materials
1.	Customer and Market report detailing Power Purchase Agreement at CRE (2.9.10)	
2.	Public presentation from Atlas Pipelines referencing the capital project at CRE (2.9.10)	
3.	Screen shot of CRE’s detailed capital budget highlighting Atlas Project (2.9.10)	
4.	Structure Overview for TDC (2.11.10)	
5.	NewCorp FERC Form 1 2008 (2.17.10)	
6.	Pioneer Investment Presentation dated February 4, 2010 (2.17.10)	
7.	Quarter end Profit and Loss Statements and Balance Sheet for CRE Consolidated dated 9/30/2009 (3.1.10)	
8.	Cap Rock Agreement and Plan of Merger (including Exhibits) (4.28.10)	
9.	Structure Overview including Acquisition Steps (5.5.10)	
10.	Lease Supplement for Cap Rock Assets with Memo (5.5.10)	
11.	FERC Lease with Memo (5.5.10)	
12.	Master System Lease between SU and SDTS (5.5.10)	
13.	2009 audited financial statements for Cap Rock Energy Consolidated (6.7.10)	
14.	3/31/10 unaudited quarterly financial statements for Cap Rock Energy Consolidated (6.7.10)	
15.	Financial Model for the Financing dated June 7, 2010 (6.7.10)	
16.	Analysis providing historical EBITDA broken down by transmission and distribution and historical Gross Margin broken down by customer type (2.17.10, updated 6.14.10)	
17.	2009 Total MwH sold by CRE (6.14.10)	
18.	2009 power purchase percentage breakdown by agreement (6.14.10)	
19.	2009 SULP transmission/distribution revenue split (6.14.10)	
20.	9/30/10 Proforma Balance Sheet for the Financing (3.1.10, updated 6.16.10)	
21.	Financing Mechanics Memo (6.18.10)	
22.	2009 Top Ten Customers for CRE (6.21.10)	
23.	CRE – Revenues, Sales, and Customers (6.23.10)	
24.	Due Diligence response memo (6.25.10)	
25.	Hunt Energy Trans Alliance Information Memorandum dated February 2010	
26.	HCI Structure Overview (7/6/10)	
27.	Sharyland Utilities Structure Overview (7/7/10)	
28.	3/31/10 unaudited TDC Financial Statements (7/2/10)	

 
Schedule 5.3
(To Annex A)

Schedule 5.4
Ownership of Company and Subsidiaries; Officers
(i)	OWNERSHIP .	
The Company is a Texas limited liability company and is owned by Sharyland Utilities, L.P., a Texas limited partnership, and Transmission and Distribution Company, L.L.C., a Texas limited liability company.
Sharyland Utilities, L.P. is a Texas limited partnership and is owned by Shary Holdings, L.L.C., a Texas limited liability company, as the general partner and SU Investment Partners, L.P., a Texas limited partnership, as the limited partner.
Transmission and Distribution Company, L.L.C., is a Texas limited liability company.  Energy Trans Alliance, L.P. is the sole member.
SDTS FERC, L.L.C., is a Texas limited liability company and the sole member is Sharyland Distribution & Transmission Services, L.L.C., a Texas limited liability company.
SU FERC, L.L.C., is a Texas limited liability company and the sole member is Sharyland Utilities, L.P., a Texas limited partnership.
(ii)	SUBSIDIARIES .	
On the Closing Date, the Company has two subsidiaries: Sharyland Projects, L.L.C., a project finance subsidiary, and SDTS FERC, L.L.C., a Texas limited liability company that owns the FERC Assets.
The Company is currently the sole direct subsidiary of Transmission and Distribution Company, L.L.C.
SU FERC, L.L.C. is currently the sole direct subsidiary of Sharyland Utilities, L.P.
(iii)	OFFICERS/DIRECTORS .	
Officers and Managers of the Company:
 
 	Hunter L. Hunt	 	Manager	
 	W. Kirk Baker	 	Manager	
 	Hunter L. Hunt	 	President	
 	W. Kirk Baker	 	Senior Vice President	
 	Mark E. Caskey	 	Vice President – Operations	
 	Ralph Goodlet	 	Vice President	
 	Jae W. Kim	 	Vice President	
 	Jeffrey A. Klopf	 	Vice President	
 	W. Kirk Baker	 	Secretary	
 	W. Kirk Baker	 	Treasurer	
 	Jeffrey A. Klopf	 	Assistant Secretary	
Directors of Sharyland Utilities, L.P.:
None.
Officers of Sharyland Utilities, L.P.:
 
 	Hunter L. Hunt	 	President	
 	W. Kirk Baker	 	Senior Vice President	
 	Mark E. Caskey	 	Vice President - Operations	
 	Ralph Goodlet	 	Vice President	
 	Jeffrey A. Klopf	 	Vice President	
 	W. Kirk Baker	 	Secretary	
 	Jeffrey A. Klopf	 	Assistant Secretary	
Schedule 5.4- 1
(To Annex A)

Officers and Managers of Transmission and Distribution Company, L.L.C.:
 
 	Hunter L. Hunt	 	Manager	
 	W. Kirk Baker	 	Manager	
 	Hunter L. Hunt	 	President	
 	W. Kirk Baker	 	Senior Vice President	
 	Jeffrey A. Klopf	 	Vice President	
 	Jae W. Kim	 	Vice President	
 	W. Kirk Baker	 	Secretary	
 	W. Kirk Baker	 	Treasurer	
 	Jeffrey A. Klopf	 	Assistant Secretary	
Officers and Managers of SDTS FERC, L.L.C.:
 
 	Hunter L. Hunt	 	Manager	
 	W. Kirk Baker	 	Manager	
 	Hunter L. Hunt	 	President	
 	W. Kirk Baker	 	Senior Vice President	
 	Mark E. Caskey	 	Vice President - Operations	
 	Ralph Goodlet	 	Vice President	
 	Jeffrey A. Klopf	 	Vice President	
 	W. Kirk Baker	 	Secretary	
 	Jeffrey A. Klopf	 	Assistant Secretary	
Officers and Managers of SU FERC, L.L.C.:
 
 	Hunter L. Hunt	 	Manager	
 	W. Kirk Baker	 	Manager	
 	Hunter L. Hunt	 	President	
 	W. Kirk Baker	 	Senior Vice President	
 	Mark E. Caskey	 	Vice President - Operations	
 	Ralph Goodlet	 	Vice President	
 	Jeffrey A. Klopf	 	Vice President	
 	W. Kirk Baker	 	Secretary	
 	Jeffrey A. Klopf	 	Assistant Secretary	

 
Schedule 5.4- 2
(To Annex A)

Schedule 5.5
Financial Statements
The Company and Sharyland have delivered to each Purchaser copies of the financial statements:
1.	Company & Sharyland Consolidated Balance Sheet March 31, 2010 (unaudited)	
2.	Company & Sharyland Consolidated Statement of Earnings March 31, 2010 (unaudited)	
3.	Company & Sharyland Consolidated Statement of Cash Flow March 31, 2010 (unaudited)	
4.	Cap Rock Energy Corporation Consolidated Balance Sheet December 31, 2009 (audited)	
5.	Cap Rock Energy Corporation Consolidated Statement of Earnings December 31, 2009 (audited)	
6.	Cap Rock Energy Corporation Consolidated Statement of Cash Flow December 31, 2009 (audited)	

 
Schedule 5.5
(To Annex A)

Schedule 5.7
Governmental Authorizations
1. Order of the Public Utility Commission of Texas, dated July 21, 2008, approving the restructuring and transfer of assets involving Sharyland Utilities, L.P. and Sharyland Distribution & Transmission Services, L.P. (Docket No. 35287).

 
Schedule 5.7
(To Annex A)

Schedule 5.12(a)
Required Permits
 	1.	The Certificates of Convenience and Necessity (“ CCN ”) #30192, #30026, #30114 and #30191, as amended	
 	2.	Franchise agreement with City of McAllen, Texas, dated March 13, 2006.	
 	3.	Franchise agreement with City of Mission, Texas, dated January 24, 2005.	
 	4.	Franchise agreement granted to McCulloch Electrical, a Division of Cap Rock Energy Corporation (“CRE”) by the City of Brady, Texas, dated November 27, 2000.	
 	5.	Franchise agreement granted to Hunt-Collin Electric Cooperative, Inc. by the City of Farmersville, Texas, dated December 8, 1975.	
 	6.	Franchise agreement granted to Cap Rock Electric Cooperative, Inc. (predecessor-in-interest to CRE) by the City of Greenville, Texas, dated October 24, 2006.	
 	7.	Franchise agreement granted to CRE by the City of Melvin, Texas, dated October 24, 2006.	
 	8.	Franchise agreement granted to Cap Rock Electric Cooperative, Inc. (predecessor-in-interest to CRE) by the City of Midland, Texas, dated February 12, 2003.	
 	9.	Franchise agreement granted to CRE by the City of Richland Springs, Texas, dated June 24, 2004.	
 	10.	Franchise agreement granted to CRE by the City of Stanton, dated April 10, 2006.	
 	11.	All Federal Communications Commissions licenses of CRE:	
 
Call Sign	 	FRN	 	Expiration Date	
CRE Stanton 2-way KKD307	 	0014660989	 	2/2/2015	
CRE LW 2-way KK0930	 	0014660989	 	11/2/2014	
CRE HC 2-way KXJ446	 	0014660989	 	2/4/2013	
CRE S SCADA WNER779	 	0014660989	 	6/11/2012	
CRE N SCADA WNER780	 	0014660989	 	6/11/2012	
CRE Load Mgmt WNQY427	 	0014660989	 	12/18/2014	
CRE NW SCADA WNTD944	 	0014660989	 	5/12/2010	
CRE NE SCADA WNTJ271	 	0014660989	 	4/11/2011	
CRE LW SCADA WNTM822	 	0014660989	 	3/19/2012	
CRE McC 2-way WYN801	 	0014660989	 	7/6/2014	
 	12.	Department of Army jurisdictional approval for the construction and operation of HVDC Tie, General Permit No. 15833(04), dated April 4, 2007.	
 	13.	Department of Energy Presidential permit approving the construction and operation of HVDC Tie, Order No. PP-285, dated January 21, 2005.	
 	14.	International Boundary and Water Commission license approving the construction of HVDC Tie, IBWC License No. LSF/G-1719.	
 	15.	FERC order in Docket No. EL07-93-000 disclaiming jurisdiction over Sharyland as it relates to ownership and operation of HVDC Tie, dated October 1, 2007.	
 	16.	PUCT order in Docket No. 35287 approving the proposed restructuring and transfer of legal ownership of Sharyland’s transmission and distribution assets to the Company, dated July 21, 2008.	
 	17.	FERC order in Docket No. EC10-53-000 authorizing disposition and acquisition of jurisdictional facilities, issued June 28, 2010.	
 	18.	PUCT order in Docket No. 37990 approving a transaction including the transfer of control of CRE to Hunt Transmission Services, LLC and then to Sharyland, finding that such transaction is in the public interest, and approving the transfer of CRE’s CCN to Sharyland and the transfer of NewCorp’s CCN to a subsidiary of Sharyland, dated July 8, 2010.	

 
Schedule 5.12(A)
(To Annex A)

Schedule 5.12(b)
Material Project Documents
1. Contribution Agreement, dated as of December 31, 2009, between the Company and Sharyland.
2. Master System Lease Agreement, dated as of December 31, 2009, between the Company, as lessor, and Sharyland, as lessee.
3. Lease Agreement, dated as of July 13, 2010, between New Owner, as lessor, and New Operator, as lessee.
4. Lease Supplement (Cap Rock Assets), dated as of July 13, 2010 between the Company, as lessor, and Sharyland, as lessee.

 
Schedule 5.12(B)
(To Annex A)

Schedule 5.13
ERISA
None.

 
Schedule 5.13
(To Annex A)

Schedule 5.16
Indebtedness
Sharyland Distribution & Transmission Services, L.L.C.
Prudential Note:  balance at 3/31/10 - $53,197,739

 
Schedule 5.16
(To Annex A)

Schedule 8.1
Principal Amortization Schedule
 
Holder:   THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Par Amount:	 	$	110,000,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
THE PAYMENTS AND DATES BELOW DO NOT REFLECT ADJUSTMENTS FOR NON-BUSINESS DAYS.	 	
 
 	 	 	 	 	 	PRINCIPAL	 	 	INTEREST	 	 	TOTAL	 	
DATES	 	OUTSTANDING	 	 	PAYMENT	 	 	PAYMENT	 	 	PAYMENT	 	
9/30/2010	 	$	110,000,000.00	 	 	$	—	 	 	$	1,522,247.22	 	 	$	1,522,247.22	 	
12/30/2010	 	$	109,883,880.37	 	 	$	116,119.63	 	 	$	1,779,250.00	 	 	$	1,895,369.63	 	
3/30/2010	 	$	109,755,717.55	 	 	$	128,162.82	 	 	$	1,777,371.77	 	 	$	1,905,534.59	 	
6/30/2011	 	$	109,615,315.83	 	 	$	140,401.72	 	 	$	1,775,298.73	 	 	$	1,915,700.45	 	
9/30/2011	 	$	109,462,476.33	 	 	$	152,839.50	 	 	$	1,773,027.73	 	 	$	1,925,867.23	 	
12/30/2011	 	$	109,296,996.95	 	 	$	165,479.39	 	 	$	1,770,555.55	 	 	$	1,936,034.94	 	
3/30/2012	 	$	109,118,672.27	 	 	$	178,324.68	 	 	$	1,767,878.93	 	 	$	1,946,203.61	 	
6/30/2012	 	$	108,927,293.56	 	 	$	191,378.70	 	 	$	1,764,994.52	 	 	$	1,956,373.22	 	
9/30/2012	 	$	108,722,648.70	 	 	$	204,644.86	 	 	$	1,761,898.97	 	 	$	1,966,543.83	 	
12/30/2012	 	$	108,504,522.12	 	 	$	218,126.59	 	 	$	1,758,588.84	 	 	$	1,976,715.43	 	
3/30/2013	 	$	108,272,694.72	 	 	$	231,827.39	 	 	$	1,755,060.65	 	 	$	1,986,888.04	 	
6/30/2013	 	$	108,026,943.88	 	 	$	245,750.84	 	 	$	1,751,310.84	 	 	$	1,997,061.68	 	
9/30/2013	 	$	107,767,043.34	 	 	$	259,900.54	 	 	$	1,747,335.82	 	 	$	2,007,236.36	 	
12/30/2013	 	$	107,492,763.17	 	 	$	274,280.17	 	 	$	1,743,131.93	 	 	$	2,017,412.10	 	
3/30/2014	 	$	107,203,869.69	 	 	$	288,893.48	 	 	$	1,738,695.44	 	 	$	2,027,588.92	 	
6/30/2014	 	$	106,900,125.45	 	 	$	303,744.25	 	 	$	1,734,022.59	 	 	$	2,037,766.84	 	
9/30/2014	 	$	106,581,289.11	 	 	$	318,836.34	 	 	$	1,729,109.53	 	 	$	2,047,945.87	 	
12/30/2014	 	$	105,622,115.42	 	 	$	959,173.68	 	 	$	1,723,952.35	 	 	$	2,683,126.03	 	
3/30/2015	 	$	104,647,355.17	 	 	$	974,760.25	 	 	$	1,708,437.72	 	 	$	2,683,197.97	 	
6/30/2015	 	$	103,656,755.06	 	 	$	990,600.11	 	 	$	1,692,670.97	 	 	$	2,683,271.08	 	
9/30/2015	 	$	102,650,057.71	 	 	$	1,006,697.36	 	 	$	1,676,648.01	 	 	$	2,683,345.37	 	
12/30/2015	 	$	101,627,001.52	 	 	$	1,023,056.19	 	 	$	1,660,364.68	 	 	$	2,683,420.87	 	
3/30/2016	 	$	100,587,320.66	 	 	$	1,039,680.85	 	 	$	1,643,816.75	 	 	$	2,683,497.60	 	
6/30/2016	 	$	99,530,744.99	 	 	$	1,056,575.67	 	 	$	1,626,999.91	 	 	$	2,683,575.58	 	
9/30/2016	 	$	98,456,999.97	 	 	$	1,073,745.02	 	 	$	1,609,909.80	 	 	$	2,683,654.82	 	
12/30/2016	 	$	97,365,806.59	 	 	$	1,091,193.38	 	 	$	1,592,541.97	 	 	$	2,683,735.35	 	
3/30/2017	 	$	96,256,881.32	 	 	$	1,108,925.27	 	 	$	1,574,891.92	 	 	$	2,683,817.19	 	
6/30/2017	 	$	95,129,936.01	 	 	$	1,126,945.31	 	 	$	1,556,955.06	 	 	$	2,683,900.37	 	
9/30/2017	 	$	93,984,677.84	 	 	$	1,145,258.17	 	 	$	1,538,726.72	 	 	$	2,683,984.89	 	
12/30/2017	 	$	92,820,809.23	 	 	$	1,163,868.61	 	 	$	1,520,202.16	 	 	$	2,684,070.77	 	
3/30/2018	 	$	91,638,027.75	 	 	$	1,182,781.48	 	 	$	1,501,376.59	 	 	$	2,684,158.07	 	
6/30/2018	 	$	90,436,026.07	 	 	$	1,202,001.68	 	 	$	1,482,245.10	 	 	$	2,684,246.78	 	
9/30/2018	 	$	89,214,491.87	 	 	$	1,221,534.20	 	 	$	1,462,802.72	 	 	$	2,684,336.92	 	
12/30/2018	 	$	87,973,107.73	 	 	$	1,241,384.14	 	 	$	1,443,044.41	 	 	$	2,684,428.55	 	
3/30/2019	 	$	86,711,551.11	 	 	$	1,261,556.63	 	 	$	1,422,965.02	 	 	$	2,684,521.65	 	
6/30/2019	 	$	85,429,494.18	 	 	$	1,282,056.92	 	 	$	1,402,559.34	 	 	$	2,684,616.26	 	
9/30/2019	 	$	84,126,603.83	 	 	$	1,302,890.35	 	 	$	1,381,822.07	 	 	$	2,684,712.42	 	
12/30/2019	 	$	82,802,541.52	 	 	$	1,324,062.32	 	 	$	1,360,747.82	 	 	$	2,684,810.14	 	
3/30/2020	 	$	81,456,963.19	 	 	$	1,345,578.33	 	 	$	1,339,331.11	 	 	$	2,684,909.44	 	
6/30/2020	 	$	80,089,519.21	 	 	$	1,367,443.98	 	 	$	1,317,566.38	 	 	$	2,685,010.36	 	

Schedule 8.1
(To Annex A)

 
 	 	 	 	 	 	PRINCIPAL	 	 	INTEREST	 	 	TOTAL	 	
DATES	 	OUTSTANDING	 	 	PAYMENT	 	 	PAYMENT	 	 	PAYMENT	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
9/30/2020	 	$	78,699,854.27	 	 	$	1,389,664.94	 	 	$	1,295,447.97	 	 	$	2,685,112.91	 	
12/30/2020	 	$	77,287,607.27	 	 	$	1,412,247.00	 	 	$	1,272,970.14	 	 	$	2,685,217.14	 	
3/30/2021	 	$	75,852,411.26	 	 	$	1,435,196.01	 	 	$	1,250,127.05	 	 	$	2,685,323.06	 	
6/30/2021	 	$	74,393,893.32	 	 	$	1,458,517.95	 	 	$	1,226,912.75	 	 	$	2,685,430.70	 	
9/30/2021	 	$	72,911,674.46	 	 	$	1,482,218.86	 	 	$	1,203,321.22	 	 	$	2,685,540.08	 	
12/30/2021	 	$	71,405,369.54	 	 	$	1,506,304.92	 	 	$	1,179,346.33	 	 	$	2,685,651.25	 	
3/30/2022	 	$	69,874,587.16	 	 	$	1,530,782.37	 	 	$	1,154,981.85	 	 	$	2,685,764.22	 	
6/30/2022	 	$	68,318,929.58	 	 	$	1,555,657.59	 	 	$	1,130,221.45	 	 	$	2,685,879.04	 	
9/30/2022	 	$	66,737,992.55	 	 	$	1,580,937.02	 	 	$	1,105,058.69	 	 	$	2,685,995.71	 	
12/30/2022	 	$	65,131,365.30	 	 	$	1,606,627.25	 	 	$	1,079,487.03	 	 	$	2,686,114.28	 	
3/30/2023	 	$	63,498,630.36	 	 	$	1,632,734.94	 	 	$	1,053,499.83	 	 	$	2,686,234.77	 	
6/30/2023	 	$	61,839,363.48	 	 	$	1,659,266.89	 	 	$	1,027,090.35	 	 	$	2,686,357.24	 	
9/30/2023	 	$	60,153,133.50	 	 	$	1,686,229.97	 	 	$	1,000,251.70	 	 	$	2,686,481.67	 	
12/30/2023	 	$	58,439,502.29	 	 	$	1,713,631.21	 	 	$	972,976.93	 	 	$	2,686,608.14	 	
3/30/2024	 	$	56,698,024.58	 	 	$	1,741,477.72	 	 	$	945,258.95	 	 	$	2,686,736.67	 	
6/30/2024	 	$	54,928,247.85	 	 	$	1,769,776.73	 	 	$	917,090.55	 	 	$	2,686,867.28	 	
9/30/2024	 	$	53,129,712.25	 	 	$	1,798,535.60	 	 	$	888,464.41	 	 	$	2,687,000.01	 	
12/30/2024	 	$	51,301,950.44	 	 	$	1,827,761.80	 	 	$	859,373.10	 	 	$	2,687,134.90	 	
3/30/2025	 	$	49,444,487.51	 	 	$	1,857,462.93	 	 	$	829,809.05	 	 	$	2,687,271.98	 	
6/30/2025	 	$	47,556,840.80	 	 	$	1,887,646.71	 	 	$	799,764.59	 	 	$	2,687,411.30	 	
9/30/2025	 	$	45,638,519.84	 	 	$	1,918,320.97	 	 	$	769,231.90	 	 	$	2,687,552.87	 	
12/30/2025	 	$	43,689,026.16	 	 	$	1,949,493.68	 	 	$	738,203.06	 	 	$	2,687,696.74	 	
3/30/2026	 	$	41,707,853.20	 	 	$	1,981,172.95	 	 	$	706,670.00	 	 	$	2,687,842.95	 	
6/30/2026	 	$	39,694,486.19	 	 	$	2,013,367.01	 	 	$	674,624.53	 	 	$	2,687,991.54	 	
9/30/2026	 	$	37,648,401.96	 	 	$	2,046,084.23	 	 	$	642,058.31	 	 	$	2,688,142.54	 	
12/30/2026	 	$	35,569,068.86	 	 	$	2,079,333.10	 	 	$	608,962.90	 	 	$	2,688,296.00	 	
3/30/2027	 	$	33,455,946.60	 	 	$	2,113,122.26	 	 	$	575,329.69	 	 	$	2,688,451.95	 	
6/30/2027	 	$	31,308,486.11	 	 	$	2,147,460.50	 	 	$	541,149.94	 	 	$	2,688,610.44	 	
9/30/2027	 	$	29,126,129.38	 	 	$	2,182,356.73	 	 	$	506,414.76	 	 	$	2,688,771.49	 	
12/30/2027	 	$	26,908,309.35	 	 	$	2,217,820.03	 	 	$	471,115.14	 	 	$	2,688,935.17	 	
3/30/2028	 	$	24,654,449.75	 	 	$	2,253,859.60	 	 	$	435,241.90	 	 	$	2,689,101.50	 	
6/30/2028	 	$	22,363,964.93	 	 	$	2,290,484.82	 	 	$	398,785.72	 	 	$	2,689,270.54	 	
9/30/2028	 	$	20,036,259.73	 	 	$	2,327,705.20	 	 	$	361,737.13	 	 	$	2,689,442.33	 	
12/30/2028	 	$	17,670,729.32	 	 	$	2,365,530.41	 	 	$	324,086.50	 	 	$	2,689,616.91	 	
3/30/2029	 	$	15,266,759.04	 	 	$	2,403,970.28	 	 	$	285,824.05	 	 	$	2,689,794.33	 	
6/30/2029	 	$	12,823,724.25	 	 	$	2,443,034.79	 	 	$	246,939.83	 	 	$	2,689,974.62	 	
9/30/2029	 	$	10,340,990.14	 	 	$	2,482,734.11	 	 	$	207,423.74	 	 	$	2,690,157.85	 	
12/30/2029	 	$	7,817,911.60	 	 	$	2,523,078.54	 	 	$	167,265.52	 	 	$	2,690,344.06	 	
3/30/2030	 	$	5,253,833.04	 	 	$	2,564,078.57	 	 	$	126,454.72	 	 	$	2,690,533.29	 	
6/30/2030	 	$	2,648,088.20	 	 	$	2,605,744.84	 	 	$	84,980.75	 	 	$	2,690,725.59	 	
9/30/2030	 	$	—	 	 	$	2,648,088.20	 	 	$	42,832.83	 	 	$	2,690,921.03	 	
 	 	 	 	 	 	$	110,000,000.00	 	 	 	 	 	 	 	 	 	

Schedule 8.1- 2
(Note Purchase Agreement)

Schedule 9.2
Insurance Requirements
 
A. Coverages.	 	 	
 	 	 	
 	 	Property Insurance (Operational):	
 	 	 	 	 	
 	 	Cover:	 	All assets comprising the Collateral against “all risks” of physical loss or damage (including but not limited to machinery breakdown, earthquake, flood, windstorm and terrorism)	
 	 	 	 	 	
 	 	Principal Exclusions:	 	War and civil war	
 	 	 	 	Nuclear risks	
 	 	 	 	Theft and mysterious disappearance revealed in the course of inventory undertaking	
 	 	 	 	The cost of making good wear and tear, gradual deterioration, etc., but not the consequential damage	
 	 	 	 	Consequential loss not otherwise excluded	
 	 	 	 	Fraud and misrepresentation	
 	 	 	 	 	
 	 	Sum Insured:	 	Full replacement cost subject to the following sublimits.	
 	 	 	 	 	
 	 	Sublimits:	 	Earthquake – full replacement cost	
 	 	 	 	Flood – full replacement cost	
 	 	 	 	Windstorm – full replacement cost	
 	 	 	 	Overhead Lines - $250,000 (after deductible)	
 	 	 	 	Underground Lines - $300,000 (after deductible)	
 	 	 	 	 	
 	 	Deductible:	 	up to $250,000 per loss or occurrence, except $250,000 earthquake and flood and $250,000 windstorm	
 	 	 	 	 	
 	 	Insured:	 	Sharyland Utilities, L.P	
 	 	 	 	Sharyland Distribution & Transmission Services, L.L.C.	
 	 	 	 	Transmission and Distribution Company, L.L.C.	
 	 	 	 	SU FERC, L.L.C.	
 	 	 	 	SDTS FERC, L.L.C.	
 	 	 	 	 	
 	 	Additional Insured:	 	The Prudential Insurance Company of America, as Purchaser	
 	 	 	 	The Bank of New York Mellon Trust Company, N. A., as Collateral Agent	
 	 	 	 	The Secured Parties	
 	 	 	 	 	
 	 	Mortgagee:	 	Bank of New York Mellon Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties	
 	 	 	 	 	
 	 	Loss Payee:	 	The Bank of New York Mellon Trust Company, N.A. as Collateral Agent, as first loss payee	
 	 	 	 	 	
 	 	Conditions:	 	30 days notice of cancellation or non-renewal except 10 days for non-payment of premium	
 	 	 	 	Acceptable loss payable clause	
 	 	 	 	Non-vitiation wording in favor of the Collateral Agent and the Secured Parties	
 	 	 	 	Waiver of subrogation in favor of the additional insureds	
 	 	 	
 	 	General Liability Insurance :	
 	 	 	 	 	
 	 	Cover:	 	The Company against any liability arising out of claims for personal injury and property damage.	
 	 	 	 	 	
 	 	Sum Insured:	 	$1,000,000 per occurrence up to a minimum of $2,000,000 aggregate limit (except that the fire damage legal liability coverage may be limited to $100,000 per fire and the medical expense coverage may be limited to $5,000 for any one injured person).	
 	 	 	 	 	
 	 	Insured:	 	Sharyland Utilities, L.P	
 	 	 	 	Sharyland Distribution & Transmission Services, L.L.C.	
 	 	 	 	Transmission and Distribution Company, L.L.C.	
 	 	 	 	SU FERC, L.L.C.	
 	 	 	 	SDTS FERC, L.L.C.	

Schedule 9.2- 1
(To Annex A)

 
 	 	Additional Insured:	 	The Prudential Insurance Company of America, as Purchaser	
 	 	 	 	The Bank of New York Mellon Trust Company, N. A., as Collateral Agent	
 	 	 	 	The Secured Parties	
 	 	 	 	 	
 	 	Conditions:	 	Occurrence policy wording or Aegis claims-first-made policy form	
 	 	 	 	Worldwide territory	
 	 	 	
 	 	Automobile Liability Insurance:	
 	 	 	 	 	
 	 	Cover:	 	The Company for liability arising out of claims for personal injury (including bodily injury and death) and property damage covering all owned (if any), leased, non-owned and hired vehicles of the Company, including loading and unloading.	
 	 	 	 	 	
 	 	Sum Insured:	 	$1,000,000 each accident.	
 	 	 	 	 	
 	 	Deductible:	 	$1,000 each accident.	
 	 	 	 	 	
 	 	Insured:	 	Sharyland Distribution & Transmission Services, L.L.C.	
 	 	 	 	Transmission and Distribution Company, L.L.C.	
 	 	 	 	SU FERC, L.L.C.	
 	 	 	 	SDTS FERC, L.L.C.	
 	 	 	 	 	
 	 	Additional Insured:	 	The Prudential Insurance Company of America, as Purchaser	
 	 	 	 	The Bank of New York Mellon Trust Company, N. A., as Collateral Agent	
 	 	 	 	The Secured Parties	
 	 	 	
 	 	Workers’ Compensation and Employer’s Liability Insurance :	
 	 	 	 	 	
 	 	Cover:	 	In the event the Company has employees, the Company will maintain workers’ compensation insurance as required by applicable state laws and employer’s liability insurance insuring the Company for liability arising out of injury to or death of employees.	
 	 	 	 	 	
 	 	Sum Insured:	 	$1,000,000 each accident.	
 	 	 	 	 	
 	 	Insured:	 	Sharyland Utilities, L.P	
 	 	 	 	Sharyland Distribution & Transmission Services, L.L.C.	
 	 	 	 	Transmission and Distribution Company, L.L.C.	
 	 	 	 	SU FERC, L.L.C.	
 	 	 	 	SDTS FERC, L.L.C.	
 	 	 	
 	 	Excess or Umbrella Insurance :	
 	 	 	 	 	
 	 	Cover:	 	Insurance covering claims in excess of the underlying insurance described in the foregoing.	
 	 	 	 	 	
 	 	Sum Insured:	 	$25,000,000 each occurrence and in the aggregate	
 	 	 	 	 	
 	 	Deductible:	 	$1,000,000 any one occurrence not covered by underlying insurance.	
 	 	 	 	 	
 	 	Insured:	 	Sharyland Utilities, L.P	
 	 	 	 	Sharyland Distribution & Transmission Services, L.L.C.	
 	 	 	 	Transmission and Distribution Company, L.L.C.	
 	 	 	 	SU FERC, L.L.C.	
 	 	 	 	SDTS FERC, L.L.C.	
 	 	 	 	 	
 	 	Additional Insured:	 	The Prudential Insurance Company of America, as Purchaser	
 	 	 	 	The Bank of New York Mellon Trust Company, N. A., as Collateral Agent	
 	 	 	 	The Secured Parties	
 	 	 	 	 	
 	 	Conditions:	 	Following form	
 	 	 	
Schedule 9.2- 2
(To Annex A)

 
B. Company Conditions and Requirements.	
1. Loss Notification .  The Company shall promptly notify the Collateral Agent and the Holders of any single loss or event likely to give rise to a claim against an insurer for an amount in excess of $1,000,000 covered by any insurance policies required by this Schedule 9.2 .
2. Payment of Loss Proceeds .  The Collateral Agent, on behalf of the Secured Parties, shall be named as the first loss payee in applicable insurance policies (pursuant to a standard lender’s loss payable endorsement equivalent to a CP 1218.
3. Compliance With Policy Requirements .  The Company shall not violate or permit to be violated any of the conditions, provisions or requirements of any insurance policy required by this Schedule 9.2 , and the Company shall perform, satisfy and comply with, or cause to be performed, satisfied and complied with, all conditions, provisions and requirements of all insurance policies.
4. Waiver of Subrogation .  The Company hereby waives any and every claim for recovery from the Secured Parties for any and all loss or damage covered by any of the insurance policies to be maintained under this Agreement to the extent that such loss or damage is recovered under any such policy.  If the foregoing waiver will preclude the assignment of any such claim to the extent of such recovery, by subrogation (or otherwise), to an insurance company (or other Person), the Company shall give written notice of the terms of such waiver to each insurance company which has issued, or which may issue in the future, any such policy of insurance (if such notice is required by the insurance policy) and shall cause each such insurance policy to be properly endorsed by the Company to, or to otherwise contain one or more provisions that, prevent the invalidation of the insurance coverage provided thereby by reason of such waiver.
5. Notices .  The Company will advise the Collateral Agent and the Holders in writing promptly of (i) any material changes in the coverage or limits provided under any policy required by Section 9.2 and this Schedule 9.2 and (ii) any default in the payment of any premium and of any other act or omission on the part of the Company which may invalidate or render unenforceable, in whole or in part, any insurance being maintained by the Company pursuant to this Schedule 9.2.
C. Insurance Policy Conditions and Requirements .
1. Permitted Insurers .  The Company shall obtain the insurance required by this Schedule 9.2 from responsible insurance companies authorized to do business in Texas (if required by law or regulation) with an A.M. Best Insurance Reports rating of A-, 9 or better.
2. Control of Loss .  If commercially feasible all policies of insurance required to be maintained pursuant to this Schedule 9.2 , wherein more than one insurer provides the coverage on any single policy, shall have a clause (or a separate agreement among the insurers) wherein all insurers have agreed that the lead insurer shall have full settlement authority on behalf of the other insurers.
3. Loss Survey .  All policies of insurance required to be maintained pursuant to this Schedule 9.2 , wherein more than one insurer provides the coverage on any single policy, shall have a clause (or a separate agreement among the insurers) wherein all insurers have agreed upon the employment of a single firm to survey and investigate all losses on behalf of the insurers.
4. Policy Cancellation and Change .  All policies of insurance required to be maintained pursuant to this Schedule 9.2 shall be endorsed so that if at any time they are cancelled, or their coverage is reduced (by any party including the insured) so as to affect the interests of the Collateral Agent and the Holders and any other Secured Party, such cancellation or reduction shall not be effective as to the Secured Parties for thirty (30) days, except for non-payment of premium which shall be for ten (10) days, after receipt by the Purchaser of written notice from such insurer of such cancellation or reduction.
5. Miscellaneous Policy Provisions .  All insurance policies providing operational property damage, (i) shall name the Collateral Agent, on behalf of the Secured Parties, as the first loss payee, (ii) shall include a Lender’s loss payable clause in favor of the Collateral Agent, on behalf of the Secured Parties.
6. Separation of Interests .  All policies (other than in respect to workers compensation insurance) shall insure the interests of the Secured Parties regardless of any breach or violation by the Company or any other party of warranties, declarations or conditions contained in such policies, any action or inaction of the Company or others, or any foreclosure relating to the Collateral assets.
7. Waiver of Subrogation .  All policies of insurance required by this Schedule 9.2 shall provide for waivers of subrogation in favor of the Secured Parties and their respective officers and employees.
Schedule 9.2- 3
(To Annex A)

8. Liability Insurance Endorsements .  All policies of liability insurance required to be maintained by the Company shall be endorsed as follows:
(i) To name the Secured Parties as additional insureds;
(ii) To provide a severability of interests and cross liability clause; and
(iii) That the insurance shall be primary and not excess to or contributing with any insurance or self-insurance maintained by the Purchaser.
D. Acceptable Policy Terms and Conditions .  All policies of insurance required to be maintained pursuant to this Schedule 9.2 shall contain terms and conditions reasonably acceptable to the Required Holders or otherwise provided for in the Financing Documents.

 
Schedule 9.2- 4
(To Annex A)

Schedule 10.1
Cap Rock Transaction
On December 17, 2009, Hunt Transmission Services, L.L.C. (“ HTS ”), HTS Intermediate Corp. (“ Intermediate ”), HTS Acquisition Subsidiary, Inc., (“ Sub ”), Continental Energy Systems LLC (“ CES ”), and Cap Rock Holding Corporation (“ Holding ”) entered into a Plan of Merger providing for the merger of Sub with and into Holding, with Holding to continue as the surviving entity.  As a result of the merger, Holding would be wholly owned by HTS.  The total purchase price was $221.5 million subject to closing adjustments.
Holding owned all the stock of Cap Rock Energy Corporation (“ Cap Rock Energy ”), which owned all the ownership interests in New Corp Resources Electric Cooperative (“ New Corp ”).  Cap Rock Energy owned electric distribution assets located in West Texas, Central Texas and an area northeast of Dallas, Texas.  Cap Rock Energy was subject to regulation by PUCT.  Cap Rock Energy’s electric distribution assets were located within ERCOT and the Southwest Power Pool.  New Corp owned electric transmission assets located in West Texas and was subject to regulation by FERC.
The merger required approval of the PUCT, approval of FERC, prior consent of the Federal Communications Commission for radio licenses held by Cap Rock Energy and approval of the U.S. Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Acts of 1976, as amended.
As part of the regulatory approval process, HTS sought:  (i) PUCT approval of an ownership structure, pursuant to the July 2008 PUCT order in Docket No. 35287, in which the acquired electric distribution assets of Cap Rock Energy would be transferred to and owned by the Company and leased to Sharyland; and (ii) FERC approval of the transfer of the FERC-jurisdictional assets from New Corp to a subsidiary of the Company that would lease those assets to Sharyland.  The Cap Rock Transaction included the following:
1. Sub, an indirect wholly-owned subsidiary of Hunt Transmission Services, L.L.C., merged into Cap Rock Holding , with Cap Rock Holding as the surviving entity.
2. Cap Rock Energy merged into SDTS, with the result that SDTS became the owner of Cap Rock Energy’s transmission and distribution facilities (“ Acquired System ”).  SDTS leased the Acquired System to Sharyland pursuant to the System Lease, as modified by the Lease Supplement.
3. New Owner acquired from New Corp the FERC Assets.
4. New Owner leased the FERC Assets to SU FERC, L.L.C. (“ New Operator ”), a wholly-owned subsidiary of Sharyland, pursuant to the New Lease.
5. Employees of New Corp became employees of New Operator and employees of Cap Rock Energy became employees of Sharyland.

 
Schedule 10.1
(To Annex A)

SCHEDULE 10.20
BURDENSOME AGREEMENTS
None.

 
Schedule 10.20
(To Annex A)

Exhibit 1
[Form of Note]
Sharyland Distribution & Transmission Services, L.L.C.
6.47% Senior Note Due September 30, 2030

No. [_____]	 	July 13, 2010	
 	 	 	
$[_______]	 	PPN[____________]	
For Value Received, the undersigned, Sharyland Distribution & Transmission Services, L.L.C. (herein called the “ Company ”), a limited liability company formed and existing under the laws of the State of Texas, hereby promises to pay to [____________](the “ Payee ”), or registered assigns, the principal sum of [_____________________] Dollars (or so much thereof as shall not have been prepaid) on September 30, 2030, with interest (computed on the basis of a 360-day year of twelve 30‑day months) (a) on the unpaid balance hereof at the rate of 6.47% per annum from the date hereof, payable quarterly, on the 30th day of June, September, December and March in each year, commencing with September 30, 2010, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Yield-Maintenance Amount, at a rate per annum from time to time equal to the greater of (i) 8.47% per annum, and (ii) 2% over the rate of interest publicly announced by The Bank of New York Mellon from time to time in New York, New York as its “base” or “prime” rate, payable quarterly as aforesaid (or, at the option of the registered Holder hereof, on demand).
Payments of principal of, interest on and any Yield-Maintenance Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank National Association or at such other place as the Company shall have designated by written notice to the Holder of this Note as provided in the Note Purchase Agreement referred to below.
This Note is one of a series of Senior Notes (herein called the “ Notes ”) issued pursuant to the Amended and Restated Note Purchase Agreement, dated as of July 13, 2010, (as from time to time amended, the “ Note Purchase Agreement ”), among the Company and the Purchasers named therein, and is entitled to the benefits thereof.  Each Holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the Note Purchase Agreement.  Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.
This Note amends, restates and replaces in full that certain Note, dated as of the date hereof, from HTS Acquisition Subsidiary, Inc., to the Payee in the original principal amount of $[_________] (the “ Original Note ”) and is issued in substitution for, and not in payment of or in satisfaction of any amounts outstanding to the Payee under such Original Note or the Note Purchase Agreement.
This Note is secured by the Security Documents.
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered Holder hereof or such Holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.  Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.
The Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement.  This Note is also subject to mandatory and optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.
If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Yield-Maintenance Amount) and with the effect provided in the Note Purchase Agreement.

 
Exhibit 1
(To Annex A)

This Note shall be construed and enforced in accordance with, and the rights of the Company and the Holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
 
 	 	Sharyland Distribution & Transmission Services, L.L.C.	
 	 	 	
 	 	By	
 	 	[Title]	

 
(To Annex A)

Exhibit 2
Subordinated Debt Terms
[See attached.]

 
Exhibit 2
(To Annex A)

Exhibit 3
Form of Subsidiary Guaranty
[See attached.]
 
Exhibit 3
(To Annex A)

Exhibit 10.3
FOURTH AMENDMENT, dated as of September 28, 2015 (this “ Amendment ”) to the AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of September 14, 2010 (as heretofore amended, restated, supplemented and otherwise modified, 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., and the holders of the notes party thereto (“ Holders ”).  Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Agreement (as amended hereby) and the rules of interpretation set forth therein  shall apply to this Amendment.
W I T N E S S E T H :
WHEREAS, the Company and the Holders are parties to the Agreement;
WHEREAS, the Company has requested that the Holders amend the Agreement, as more fully described herein; and
WHEREAS, each Holder party hereto (such Holders constituting the Required Holders) is willing to agree to such amendment, but only upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendments to the Agreement .  The Agreement is amended to read in its entirety as set forth on Annex A hereto.
2. Amendments to Schedules .  Schedule 8.1 of the Agreement is amended to read in its entirety as set forth on Schedule 8.1 hereto.
3. Conditions to Amendment Effective Date .  This Amendment shall become effective upon the date the Holders shall have received counterparts of this Amendment duly executed and delivered by the Company and the other Holders.
4. Representations and Warranties to the Holders .  In order to induce the Holders to enter into this Amendment, the Company hereby represents and warrants as follows:
 	(i)	The Company has the limited liability power and authority to execute and deliver this Amendment and to carry out the terms and provisions of this Amendment and the Agreement, as amended hereby, and has taken all necessary limited liability company action to authorize the execution and delivery by the Company of this Amendment and the performance under this Amendment and the Agreement, as amended hereby.  The Company has duly executed and delivered this Amendment, and this Amendment constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).	
 	(ii)	The execution and delivery by the Company of this Amendment and the performance under this Amendment and the Agreement, as amended hereby, do not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or limited partnership or limited liability company agreement, or any other agreement or instrument to which the Company is bound or by which the Company or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company, which in the case of any of the foregoing clauses (i) through (iii), with respect to Material Project Documents, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.	
 	(iii)	No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution or delivery by the Company of this Amendment or the performance under this Amendment and the Agreement, as amended hereby.	
 	(iv)	No Default or Event of Default has occurred and is continuing on the date hereof after giving effect to the transactions contemplated herein.	

 
5. Continuing Effect of Financing Documents .  Except as expressly set forth herein, this Amendment shall not constitute an amendment or waiver of any provision of the Agreement and shall not be construed as an amendment, waiver or consent to any further or future action on the part of the Company that would require an amendment, waiver or consent of the Holders.  Except as expressly amended hereby, the provisions of the Agreement are and shall remain in full force and effect.  This Amendment shall be deemed a Financing Document for purposes of the Agreement.
6. Fees .  In accordance with Section 15.1 of the Agreement, the Company shall have paid the fees, charges and disbursements of the Holders’ special counsel in connection with this Amendment.
7. Counterparts .  This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page to this Amendment by facsimile or electronic transmission shall be as effective as the delivery of a manually executed counterpart of this Amendment.
8. Severability .  Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
9. Integration .  This Amendment and the other Financing Documents represent the agreement of the Company and the Holders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any Holder relative to the subject matter hereof not expressly set forth or referred to herein or in the other Financing Documents.
10. GOVERNING LAW .  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[ Signatures of Following Page ]

 
2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their properly and duly authorized officers as of the day and year first above written.
 
 	SHARYLAND DISTRIBUTION & TRANSMISSION SERVICES, L.L.C.	
 	 	 	 	 	
 	 	By:	 	/s/ Kristen Boyd	
 	 	Name:	 	Kristin Boyd	
 	 	Title:	 	Vice President and Treasurer	
Signature Page
Fourth Amendment (2009 Note Purchase Agreement)

 
 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	
 	 	 	 	
 	 	By:	/s/ Wendy A. Carlson	
 	 	 	Vice President	
 	 	 	 	
 	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY	
 	 	 	 	
 	By:	Prudential Investment Management, Inc., as investment manager	
 	 	 	 	
 	 	By:	/s/ Wendy A. Carlson	
 	 	 	Vice President	

 
Signature Page
Fourth Amendment (2009 Note Purchase Agreement)

Annex A
Amended and Restated Note Purchase Agreement, as amended by the Fourth Amendment
[See attached.]

 
Annex A
Fourth Amendment (2009 Note Purchase Agreement)

Schedule 8.1
Principal Amortization Schedule
[See attached.]

 
Schedule 8.1
Fourth Amendment (2009 Note Purchase Agreement)

Annex a
 
Sharyland Distribution & Transmission Services, L.L.C.
$53,500,000
7.25% Senior Notes due December 30, 2029
 
Amended and Restated
Note Purchase Agreement
 
as amended by:
First Amendment dated as of June 9, 2011,
Second Amendment dated as of October 15, 2013,
Third Amendment dated as of December 10, 2014
and
Fourth Amendment dated as of September 28, 2015
 
Annex A- i
(Amended and Restated Note Purchase Agreement)

TABLE OF CONTENTS
 
 	 	 	 	Page	
 	 	 	 	 	
ARTICLE I AUTHORIZATION OF NOTES	 	1	
 	 	 	
ARTICLE II SALE AND PURCHASE OF NOTES	 	1	
 	 	 	
ARTICLE III CLOSING	 	1	
 	 	 	
ARTICLE IV CONDITIONS TO CLOSING	 	2	
 	 	 	 	 	
 	 	SECTION 4.2. Performance; No Default	 	2	
 	 	SECTION 4.3. Compliance Certificates	 	2	
 	 	SECTION 4.4. Opinions of Counsel	 	2	
 	 	SECTION 4.5. Purchase Permitted By Applicable Law, Etc	 	2	
 	 	SECTION 4.6. Sale of Other Notes	 	2	
 	 	SECTION 4.7. Payment of Special Counsel and Other Fees and Expenses	 	2	
 	 	SECTION 4.8. Private Placement Number	 	2	
 	 	SECTION 4.9. Changes in Structure	 	3	
 	 	SECTION 4.10. Funding Instructions	 	3	
 	 	SECTION 4.11. Proceedings and Documents	 	3	
 	 	SECTION 4.12. Deposit Agreement, Etc	 	4	
 	 	SECTION 4.13. UCC Searches; and Litigation Searches	 	4	
 	 	SECTION 4.14. Insurance	 	4	
 	 	SECTION 4.15. Financial Statements	 	4	
 	 	SECTION 4.16. Consents and Approvals	 	4	
 	 	 	
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY	 	4	
 	 	 	 	 	
 	 	SECTION 5.1. Organization; Power and Authority	 	4	
 	 	SECTION 5.2. Authorization, Etc	 	4	
 	 	SECTION 5.3. Disclosure	 	5	
 	 	SECTION 5.4. Organization and Ownership of Interest in the Company	 	5	
 	 	SECTION 5.5. Financial Statements; Material Liabilities	 	5	
 	 	SECTION 5.6. Compliance with Laws, Other Instruments, Etc	 	5	
 	 	SECTION 5.7. Governmental Authorizations, Etc	 	5	
 	 	SECTION 5.8. Litigation; Observance of Agreements, Statutes and Orders	 	5	
 	 	SECTION 5.9. Taxes	 	6	
 	 	SECTION 5.10. Title to Property; Leases	 	6	
 	 	SECTION 5.11. Insurance	 	6	
 	 	SECTION 5.12. Licenses, Permits, Etc	 	6	
 	 	SECTION 5.13. Compliance with ERISA	 	6	
 	 	SECTION 5.14. Private Offering by the Company	 	7	
 	 	SECTION 5.15. Use of Proceeds; Margin Regulations	 	7	
 	 	SECTION 5.16. Existing Indebtedness; Future Liens	 	7	
 	 	SECTION 5.17. Foreign Assets Control Regulations, Etc	 	7	
 	 	SECTION 5.18. Status under Certain Statutes	 	7	
 	 	SECTION 5.19. Environmental Matters	 	8	
 	 	SECTION 5.20. Force Majeure Events; Employees	 	8	
 	 	SECTION 5.21. Collateral	 	8	
 	 	 	
ARTICLE VI REPRESENTATIONS OF THE PURCHASERS	 	8	
 	 	 	 	 	
 	 	SECTION 6.1. Purchase for Investment	 	8	
 	 	SECTION 6.2. Source of Funds	 	9	

 
 
Annex A- ii
(Amended and Restated Note Purchase Agreement)

Table of Contents
(continued)

 	 	 	 	Paage	
 	 	 	 	 	
ARTICLE VII INFORMATION	 	10	
 	 	SECTION 7.1. Financial and Business Information	 	10	
 	 	SECTION 7.2. Officer’s Certificate	 	11	
 	 	SECTION 7.3. [Intentionally Omitted]	 	12	
 	 	 	
ARTICLE VIII PAYMENT AND PREPAYMENT OF THE NOTES	 	12	
 	 	 	 	 	
 	 	SECTION 8.1. Amortization; Maturity	 	12	
 	 	SECTION 8.2. Optional Prepayments with Yield-Maintenance Amount	 	12	
 	 	SECTION 8.3. Allocation of Partial Prepayments	 	12	
 	 	SECTION 8.4. Maturity; Surrender, Etc	 	12	
 	 	SECTION 8.5. Purchase of Notes	 	12	
 	 	SECTION 8.6. Yield-Maintenance Amount	 	12	
 	 	 	
ARTICLE IX AFFIRMATIVE COVENANTS	 	13	
 	 	 	 	 	
 	 	SECTION 9.1. Compliance with Law	 	13	
 	 	SECTION 9.2. Insurance	 	14	
 	 	SECTION 9.3. Maintenance of Properties	 	14	
 	 	SECTION 9.4. Payment of Taxes and Claims	 	14	
 	 	SECTION 9.5. Existence, Etc	 	14	
 	 	SECTION 9.6. Books and Records; Inspection Rights	 	14	
 	 	SECTION 9.7. Collateral; Further Assurances	 	15	
 	 	SECTION 9.8. Material Project Documents	 	15	
 	 	SECTION 9.9. Financial Ratios	 	16	
 	 	 	
ARTICLE X NEGATIVE COVENANTS	 	16	
 	 	 	 	 	
 	 	SECTION 10.1. Transactions with Affiliates	 	16	
 	 	SECTION 10.2. Merger, Consolidation, Etc	 	16	
 	 	SECTION 10.3. Line of Business	 	17	
 	 	SECTION 10.4. Terrorism Sanctions Regulations	 	17	
 	 	SECTION 10.5. Liens	 	17	
 	 	SECTION 10.6. Indebtedness	 	18	
 	 	SECTION 10.7. Loans, Advances, Investments and Contingent Liabilities	 	19	
 	 	SECTION 10.8. No Subsidiaries	 	19	
 	 	SECTION 10.9. Restricted Payments	 	19	
 	 	SECTION 10.10. Sale of Assets, Etc	 	19	
 	 	SECTION 10.11. Sale or Discount of Receivables	 	19	
 	 	SECTION 10.12. Amendments to Organizational Documents	 	20	
 	 	SECTION 10.13. Sale and Lease-Back	 	20	
 	 	SECTION 10.14. ERISA Compliance	 	20	
 	 	SECTION 10.15. No Margin Stock	 	21	
 	 	SECTION 10.16. Project Documents	 	21	
 	 	SECTION 10.17. Regulation	 	21	
 	 	SECTION 10.18. Swaps	 	21	
 	 	SECTION 10.19. Additional Financial Covenants	 	21	
 	 	 	
ARTICLE XI EVENTS OF DEFAULT	 	22	
 	 	 	
ARTICLE XII REMEDIES ON DEFAULT, ETC	 	24	
 	 	 	 	 	
 	 	SECTION 12.1. Acceleration	 	24	
 	 	SECTION 12.2. Other Remedies	 	24	
 	 	SECTION 12.3. Rescission	 	25	
 	 	SECTION 12.4. No Waivers or Election of Remedies, Expenses, Etc	 	25	
Annex A- iii
(Amended and Restated Note Purchase Agreement)

Table of Contents
(continued)
 
 	 	 	 	Paage	

ARTICLE XIII REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	 	25	
 	 	 	 	 	
 	 	SECTION 13.1. Registration of Notes	 	25	
 	 	SECTION 13.2. Transfer and Exchange of Notes	 	25	
 	 	SECTION 13.3. Replacement of Notes	 	26	
 	 	 	
ARTICLE XIV PAYMENTS ON NOTES	 	26	
 	 	 	 	 	
 	 	SECTION 14.1. Place of Payment	 	26	
 	 	SECTION 14.2. Home Office Payment	 	26	
 	 	 	
ARTICLE XV EXPENSES, ETC	 	27	
 	 	 	 	 	
 	 	SECTION 15.1. Transaction Expenses	 	27	
 	 	SECTION 15.2. Survival	 	27	
 	 	 	
ARTICLE XVI SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	 	27	
 	 	 	
ARTICLE XVII AMENDMENT AND WAIVER	 	27	
 	 	 	 	 	
 	 	SECTION 17.1. Requirements	 	27	
 	 	SECTION 17.2. Solicitation of Holders of Notes	 	28	
 	 	SECTION 17.3. Binding Effect, Etc	 	28	
 	 	SECTION 17.4. Notes Held by Company, Etc	 	28	
 	 	 	
ARTICLE XVIII NOTICES	 	28	
 	 	 	
ARTICLE XIX REPRODUCTION OF DOCUMENTS	 	29	
 	 	 	
ARTICLE XX CONFIDENTIAL INFORMATION	 	29	
 	 	 	
ARTICLE XXI SUBSTITUTION OF PURCHASER	 	30	
 	 	 	
ARTICLE XXII MISCELLANEOUS	 	30	
 	 	 	 	 	
 	 	SECTION 22.1. Successors and Assigns	 	30	
 	 	SECTION 22.2. Payments Due on Non-Business Days	 	30	
 	 	SECTION 22.3. Accounting Terms	 	30	
 	 	SECTION 22.4. Severability	 	31	
 	 	SECTION 22.5. Construction, etc	 	31	
 	 	SECTION 22.6. Counterparts	 	31	
 	 	SECTION 22.7. Governing Law	 	31	
 	 	SECTION 22.8. Jurisdiction and Process; Waiver of Jury Trial	 	31	
 	 	SECTION 22.9. Transaction References	 	31	

 
Annex A- iv
(Amended and Restated Note Purchase Agreement)

 
Schedule A	 	—	 	Information Relating to Purchasers	
 	 	 	 	 	
Schedule B	 	—	 	Defined Terms	
 	 	 	 	 	
Schedule 4.12(a)	 	—	 	Deeds of Trust	
 	 	 	 	 	
Schedule 5.3	 	—	 	Disclosure Materials	
 	 	 	 	 	
Schedule 5.4	 	—	 	Ownership of the Company and Subsidiaries; Officers	
 	 	 	 	 	
Schedule 5.5	 	—	 	Financial Statements	
 	 	 	 	 	
Schedule 5.7	 	—	 	Government Authorizations	
 	 	 	 	 	
Schedule 5.12(a)	 	—	 	Required Permits	
 	 	 	 	 	
Schedule 5.12(b)	 	—	 	Material Project Documents	
 	 	 	 	 	
Schedule 5.16	 	—	 	Indebtedness	
 	 	 	 	 	
Schedule 8.1	 	—	 	Principal Amortization Schedule	
 	 	 	 	 	
Schedule 9.2	 	—	 	Insurance Requirements	
 	 	 	 	 	
Schedule 10.1	 	__	 	Cap Rock Transaction	
 	 	 	 	 	
Schedule 10.20	 	__	 	Burdensome Agreements	
 	 	 	 	 	
Exhibit 1	 	—	 	Form of 7.25% Senior Secured Note due December 30, 2029	
 	 	 	 	 	
Exhibit 2	 	—	 	Form of Subordination Terms	
 	 	 	 	 	
Exhibit 3	 	—	 	Form of Subsidiary Guaranty	

 
Annex A- v
(Amended and Restated Note Purchase Agreement)

7.25% Senior Notes due December 30, 2029
September 14, 2010
To Each of the Purchasers Listed in
Schedule A Hereto:
Ladies and Gentlemen:
This Amended and Restated Note Purchase Agreement (this “ Agreement ”), dated as of September 14, 2010, amends and restates the Note Purchase Agreement, dated as of December 31, 2009, (the “ 2009 SDTS Note Agreement ”), among Sharyland Distribution & Transmission Services, L.L.C., a Texas limited liability company (the “ Company ”), and the financial institutions listed on Schedule A to the 2009 SDTS Note Agreement or who later become a party thereto (each, a “ Purchaser ” and, collectively, the “ Purchasers ”).
 ARTICLE I
Authorization of Notes
The Company will authorize the issue and sale of $53,500,000 aggregate principal amount of its 7.25% Senior Notes due December 30, 2029 (the “ Notes ”, such term to include any such notes issued in substitution therefor pursuant to Section 13 ).  The Notes shall be substantially in the form set out in Exhibit 1 .  Certain capitalized and other terms used in this Agreement are defined in Schedule B ; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
 ARTICLE II
Sale and Purchase of Notes
Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3 , Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof.  The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.
 ARTICLE III
Closing
The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Bingham McCutchen, 399 Park Avenue, New York, NY, at 11:00 a.m., New York time, at a closing (the “ Closing ”) on December 31, 2009 or on such other Business Day thereafter on or prior to December 31, 2009 as may be agreed upon by the Company and the Purchasers.  At the Closing the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $1,000,000 as such Purchaser may request) dated the Closing Date and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 4426868026 at Bank of America, 901 Main Street, Dallas, TX 75202 ABA: 026009593.  If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3 , or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.
Annex A- 1
(Amended and Restated Note Purchase Agreement)

 ARTICL E IV
Conditions to Closing
Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to the satisfaction of each Purchaser, prior to or at the Closing, of the following conditions:
 SECTION 4.1. Representations and Warranties  .  The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.
 SECTION 4.2.   Performance; No Default  .  The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14 ) no Default or Event of Default shall have occurred and be continuing.  The Company shall not have entered into any transaction since December 31, 2008 that would have been prohibited by Sections 10.1 and 10.10 through 10.12 of the 2009 SDTS Note Agreement had such Sections applied since such date.
 SECTION 4.3.   Compliance Certificates.Company’s Closing Certificates  .  The Company shall have delivered to each Purchaser an officer’s certificate, dated the Closing Date, certifying that (i) the conditions specified in Sections 4.1 and 4.2 have been fulfilled, and (ii) that each of the other conditions precedent to the occurrence of the Closing has been satisfied.
 Company’s Authority Certificate  .  The Company shall have delivered to each Purchaser a certificate of its secretary, dated the Closing Date, certifying as to the resolutions attached thereto and other corporate proceedings by the Company relating to the authorization, execution and delivery of the Notes and this Agreement and the other Transaction Documents to which it is a party.
 SECTION 4.4.   Opinions of Counsel  .  Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (i) from Mayer Brown LLP, counsel for the Company and Sharyland, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request and (ii) from Sutherland, Asbill & Brennan LLP, special counsel for the Company and Sharyland, covering federal and Texas regulatory matters (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers and the Secured Parties), and (iii) from Bingham McCutchen LLP, in connection with such transactions, in form and substance satisfactory to the Purchasers and covering such other matters incident to such transactions as the Purchasers may reasonably request.
 SECTION 4.5.   Purchase Permitted By Applicable Law, Etc  .  On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof.  If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.
 SECTION 4.6.   Sale of Other Notes  .  Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in Schedule A.
 SECTION 4.7.   Payment of Special Counsel and Other Fees and Expenses  .  Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing:  (a) the fees, charges and disbursements of the Purchasers’ special counsel, Bingham McCutchen LLP and the Purchasers’ Texas counsel to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing and (b) all other fees, including a structuring fee in the amount of $535,000.00 to Prudential (the “ Structuring Fee ”), and out-of-pocket costs and expenses (including legal fees and expenses and consultant fees and expenses) and other compensation contemplated hereby or by the other Financing Documents, or pursuant to separate letter agreements, payable to the Purchasers.
 SECTION 4.8.   Private Placement Number  .  A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes.
Annex A- 2
(Amended and Restated Note Purchase Agreement)

SECTION 4.9.   Changes in Structure  .  The transactions contemplated by the Contribution Agreement shall have been consummated.  The Company shall not have changed its jurisdiction of formation or been a party to any merger or consolidation or succeeded to all or any substantial par t of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5 , except that the Company shall have changed its type of organization from a Texas limited partnership to a Texas limited liability company.
 SECTION 4.10.   Funding Instructions  .  At least one Business Day prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.
 SECTION 4.11.   Proceedings and Documents  .  Each Purchaser shall have received the following, each to be (i) dated the Closing Date unless otherwise indicated, and (ii) in form and substance satisfactory to the Purchasers:
(a) The Notes to be purchased by the Purchasers;
(b) (i) This Agreement and each other Financing Document, duly executed, authorized and delivered by each party thereto, (ii) copies of the System Lease, the Contribution Agreement and each of the other Material Project Documents listed on Schedule 5.12(b) to the 2009 SDTS Note Agreement and any amendments or supplements thereto, in each case, duly authorized, executed and delivered by each party thereto, and certified by an authorized officer of the Company as being true, correct and complete and in full force and effect on the Closing Date, and (iii) copies of closing documents delivered in connection with the transactions contemplated by the Contribution Agreement, certified by an authorized officer of Sharyland as being true, correct and complete and in full force and effect, together with such officer’s certification that the transactions contemplated by the Contribution Agreement have been fully consummated;
(c) Copies of the Certificate of Convenience and Necessity and wholesale services tariff of Sharyland as issued by and in effect with the Public Utility Commission of Texas, certified by an authorized officer of Sharyland as being true, complete and accurate and in full force and effect;
(d) The certificates of formation of the Company and each Member, each certified as of a recent date by the Secretary of State of the State of Texas and by such Person’s secretary or other authorized officer;
(e) The organizational documents of each the Company and each Member, certified by such Person’s secretary or other authorized officer;
(f) With respect to each of the Company and Sharyland, an incumbency certificate signed by the secretary and one other officer of such Person, certifying as to the names, titles and true signatures of the officers of such Person authorized to sign this Agreement, the Notes, the other Financing Documents to which such Person is a party and other documents to be delivered hereunder or thereunder;
(g) A certificate of the secretary of the Company and Sharyland attaching resolutions of its management committee or other governing body evidencing approval of the transactions contemplated by this Agreement and the other Financing Documents to which such Person is a party and, with respect to the Company, the issuance of the Notes, and in each case, the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded;
(h) Good standing certificates as to each of the Company and each Member from all relevant jurisdictions;
(i) Evidence of the filing and acceptance of financing statements which name the Company, as debtor, and the Collateral Agent, as secured party, in all applicable offices, together with copies of such financing statements;
(j) A schedule of all Required Permits, together with copies thereof certified by officers of the Company as being true, correct and complete, in full force and effect and not subject to any appeal or further proceeding;
(k) Certified copies of the documents delivered in connection with the consummation of the transactions contemplated by the Contribution Agreement, and evidence of a capital contribution to Sharyland by its Members in the amount of $16,989,337 and the repayment of indebtedness owed to HLH Acquisitions, Inc. by Sharyland in such amount; and
(l) Such additional documents or certificates with respect to such legal matters or limited liability company, general partnership or other proceedings related to the transactions contemplated hereby as may be reasonably requested by the Purchasers.
Annex A- 3
(Amended and Restated Note Purchase Agreement)

SECTION 4.12.   Deposit Agreement, Etc.  .  The Obligations shall be secured by a perfected first priority security interest (subject to Permitted Liens) in the Collateral in favor of the Collateral Agent, for the b enefit of the Secured Parties, and the Company will deliver or cause to be delivered to the Purchasers and the Collateral Agent on the Closing Date the following, each of which shall be in full force and effect:
(a) the Deposit Agreement;
(b) A Deed of Trust in the form of Exhibit S-2 to the 2009 SDTS Note Agreement, duly executed by the Company;
(c) A Collateral Agency Agreement in the form of Exhibit S-3 to the 2009 SDTS Note Agreement, duly executed by the Company, the Collateral Agent and the Purchasers; and
(d) Such other documents, instruments and agreements any Purchaser may reasonably request to grant to the Collateral Agent first priority (subject only to Permitted Liens) perfected Liens on the Collateral.
 SECTION 4.13.   UCC Searches; and Litigation Searches  .  The Collateral Agent and the Purchasers shall have received UCC and litigation searches of the Company and each Member, which searches shall (i) confirm that no Liens other than Permitted Liens exist on the Collateral and that such Persons are not subject to any litigation, and (ii) be otherwise in substance satisfactory to the Collateral Agent and the Purchasers.
 SECTION 4.14.   Insurance .  The Company shall have delivered to the Purchasers evidence of insurance in effect that meets the requirements of Section 9.2  , and the Purchasers shall have received an insurance consultant’s report, which shall be addressed to the Purchasers and shall be in form and substance satisfactory to the Purchasers.
 SECTION 4.15.   Financial Statements  .  The Purchasers shall have received unaudited financial statements of the Company and each Member for the fiscal quarter ended September 30, 2009.
 SECTION 4.16.   Consents and Approvals  .  All Required Permits and all governmental and third party permits and regulatory and other approvals required to be in effect in connection with the issuance of the Notes hereunder have been obtained and are in effect, all applicable waiting periods have expired without any materially adverse action being taken by any applicable authority, and copies of the documentation thereof shall have been delivered to each Purchaser.
 ARTICLE V
Representations and Warranties of the Company.
The Company represents and warrants to each Purchaser as of the Closing Date that:
 SECTION 5.1.   Organization; Power and Authority  .  Each of the Company and each Member is a limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and is duly qualified and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Each of the Company and each Member has the limited liability company or limited partnership, as applicable, power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform the provisions hereof and thereof.
 SECTION 5.2.   Authorization, Etc.     This Agreement and the other Transaction Documents have been duly authorized by all necessary limited liability company or limited partnership, as applicable, action on the part of the Company and each Member, and this Agreement and the other Transaction Documents constitute, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company or such Member, as applicable, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
 SECTION 5.3.   Disclosure .  This Agreement, the other Transaction Documents and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company or a Member, in connection with the transactions contemplated hereby, and the financial statements listed in Schedule 5.5 (this Agreement, and such documents, certificates or other writings and such financial statements delivered to each Purchaser and listed on Schedule 5.3 being referred to, collectively, as the “ Disclosure Documents ”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to
Annex A- 4
(Amended and Restated Note Purchase Agreement)

 make the statements therein not misleading in light of the circumstances under which they were made.  The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions belie ved by management of the Company and Sharyland to be reasonable at the time made and on the Closing Date, it being recognized by each Purchaser that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.  Except as disclosed in the Disclosure Documents, since December 31, 2008, there has been no change in the financial condition, operations, business, properties or prospects of the Company or a Member except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.  There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.
 SECTION 5.4.   Organization and Ownership of Interest in the Company  .  Schedule 5.4 contains a complete and correct list and description of (i) each of the Company’s and each Member’s jurisdiction of its organization and its ownership structure, (ii) the Company’s and each Member’s Subsidiaries, and (iii) the Company’s and each Member’s senior officers.  The Company has no Subsidiaries as of the Closing Date except as shown on Schedule 5.4 .
 SECTION 5.5.   Financial Statements; Material Liabilities .  The Company and Sharyland have delivered to each Purchaser copies of the financial statements listed on Schedule 5.5  .  All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial positions of the Company and Sharyland, each as of the respective dates specified in such Schedule and the results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).  Neither the Company nor Sharyland has any material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.
 SECTION 5.6.   Compliance with Laws, Other Instruments, Etc.  .  The execution, delivery and performance by the Company and the Members of this Agreement and the Notes and the other Transaction Documents to which it is a party, do not and will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Person under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or limited partnership or limited liability company agreement, or any other agreement or instrument to which such Person is bound or by which such Person or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Person or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Person.
 SECTION 5.7.   Governmental Authorizations, Etc. .  Except as set forth on Schedule 5.7  , no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company or either Member of this Agreement or the Notes or any of the other Transaction Documents to which it is a party.
 SECTION 5.8.    Litigation; Observance of Agreements, Statutes and Orders .
(a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or either Member or any of their property in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(b) None of the Company or either Member is in default under any term of any Material Project Document listed in Schedule 5.12(b) to the 2009 SDTS Note Agreement or any other agreement or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws or the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(c) To the knowledge of the Company, after due inquiry, no breach or default under any of the Material Project Documents listed in Schedule 5.12(b) to the 2009 SDTS Note Agreement has occurred and is continuing.
Annex A- 5
(Amended and Restated Note Purchase Agreement)

SECTION 5.9.   Taxes  .  Each of the Company and each Member has filed all tax returns that are required to have been filed in any jurisdiction, and has paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the ag gregate material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which such Person has established adequate reserves in accordance with GAAP.  The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect.  The charges, accruals and reserves on the books of the Company in respect of Federal, state or other taxes for all fiscal periods are adequate.
 SECTION 5.10.   Title to Property; Leases  .  The Company has good and sufficient title to the System, and the Company and Sharyland have good and sufficient title to their properties that individually or in the aggregate are material to them, free and clear of Liens (other than Permitted Liens).  All leases that individually or in the aggregate are material to the Company or Sharyland are valid and subsisting and are in full force and effect in all material respects.
 SECTION 5.11.   Insurance  .  Sharyland has all insurance coverage required by Section 9.2 .
 SECTION 5.12.   Licenses, Permits, Etc .    Material Project Documents.  The Company and Sharyland own or possess all governmental and third party licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that are material to the ownership, leasing, operating and maintenance of the System, including the Certificate of Convenience and Necessity (#30192) issued by the Public Utility Commission of Texas to Sharyland without known conflict with the rights of others.  The Material Project Documents listed on Schedule 5.12(b) to the 2009 SDTS Note Agreement constitute and include all material contracts and agreements to which the Company or Sharyland is a party.  Each Material Project Document listed in Schedule 5.12(b) to the 2009 SDTS Note Agreement is in full force and effect, and constitutes the legal, valid and binding obligation of each party thereto as of the date hereof.
 SECTION 5.13.    Compliance with ERISA .
(a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect.  Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or in the aggregate material.
(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by an amount that could reasonably be expected to result in a Material Adverse Effect.  The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meanings specified in section 3 of ERISA.
(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are material.
(d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company is not material to it.
(e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any non-exempt prohibited transaction under section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.  The representation by the Company to each Purchaser in the first sentence of this Section 5.13(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser.
Annex A- 6
(Amended and Restated Note Purchase Agreement)

SECTION 5.14.   Private Offering by the Company  .  Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and not more than five other Institutional Investors, each of wh ich has been offered the Notes at a private sale for investment.  Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.
 SECTION 5.15.   Use of Proceeds; Margin Regulations  .  The Company will apply the proceeds of the sale of the Notes to (i) repay outstanding Indebtedness in the amount of $35,174,448.28, (ii) to repay $17,020,929 of inter-company Indebtedness provided by HLH Acquisitions, Inc., and (iii) pay all fees, expenses and costs related to Closing, including legal fees and the Structuring Fee.  No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).  As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in Regulation U.
 SECTION 5.16.    Existing Indebtedness; Future Liens .
(a) Schedule 5.16 sets forth a complete and correct list of all outstanding Indebtedness of the Company and each Member as of December 31, 2009 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any).  Except for the repayment of the “Affiliate Loan” described on Schedule 5.16, since September 30, 2009, there has been no material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or a Member.  Neither the Company nor either Member is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any of its Indebtedness and no event or condition exists with respect to any of its Indebtedness that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.
(b) The Company has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not otherwise permitted by Section 10.6 of the 2009 SDTS Note Agreement.
(c) The Company is not a party to, nor otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company.
 SECTION 5.17.    Foreign Assets Control Regulations, Etc .
(a) Neither the sale of the Notes by the Company hereunder nor the use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.
(b) Neither the Company nor either Member:  (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti‑Terrorism Order or (ii) engages in any dealings or transactions with any such Person.  The Company and each Member is in compliance, in all material respects, with the USA Patriot Act.
(c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Company and the Members.
 SECTION 5.18.    Status under Certain Statutes .
(a) Neither Member nor the Company is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.
(b) Neither the Company nor either Member is a “public utility” under the FPA and the regulations of FERC thereunder.  The execution, delivery and performance of the Company’s and Sharyland’s obligations under the Transaction Documents requires no authorization of approval by, or notice to, and is not subject to the jurisdiction of, FERC under the FPA.
Annex A- 7
(Amended and Restated Note Purchase Agreement)

(c) Sharyland and the holding company system of which it is a part have obtained a waiver of the requirements of 18 C.F.R. 366.21, 366.22 and 366.23 (FERC Docket No. PH06-59-000), but are subject to the FERC regulations relating to regulatory access to books and records.  Sharyland and the holding company system of which it is a part have filed a notice of holding company status under FERC Docket no. HC06-1-000 and may be required to submit a revised notice of holding company status and/or a revised request for the waiver described in the preceding sentence as a result of the transactions contemplated in the Transaction Documents or in Schedule 10.2 of the 2009 SDTS Note Agreement.  Under FERC’s currently effective regulations, the Company will be deemed not to be a “public-utility company” and as a result neither Member is a “holding company” under PUHCA.
(d) The Company is subject to regulation as an “electric utility” by the Public Utility Commission of Texas.  The execution, delivery and performance of the Company’s and Sharyland’s obligations under the Transaction Documents requires no authorization or approval by, or notice to, the Public Utility Commission of Texas or under the Public Utility Regulatory Act of Texas other than those that have been obtained.
(e) Solely by virtue of the execution, delivery and performance of the Transaction Documents, no Purchaser will become subject to any of the provisions of the FPA, PUHCA (based on FERC’s currently effective definitions under PUHCA) or the Public Utility Regulatory Act of Texas, or to regulation under any such statute.
 SECTION 5.19.    Environmental Matters .
(a) The Company has no knowledge of any claims nor has it received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or a Member or any of their real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.
(b) The Company has no knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by the Company or either Member or to other assets or its use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.
(c) Neither the Company nor either Member has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect; and
(d) All buildings on all real properties now owned, leased or operated by the Company a Member are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.
 SECTION 5.20.   Force Majeure Events; Employees  .  Neither the System nor any of the other assets of the Company or a Member have suffered any Force Majeure Event that is continuing.  The Company has no employees.
 SECTION 5.21.   Collateral  .  The Collateral, as described in the Security Documents, constitutes all of the Company’s rights in the System Lease and the System.  The security interests in the Collateral granted to the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Financing Documents:  (a) constitute as to personal property included in the Collateral and, with respect to subsequently acquired personal property included in the Collateral, will constitute, a perfected security interest and Lien under each applicable Uniform Commercial Code, and (b) are, and, with respect to such subsequently acquired property, will be, as to Collateral perfected under each applicable Uniform Commercial Code, superior and prior to the rights of all third Persons now existing or hereafter arising whether by way of mortgage, lien, security interests, encumbrance, assignment or otherwise, except for Permitted Liens.  All action as is necessary has been taken to establish and perfect the Collateral Agent’s rights in and to, and the first lien priority of its Lien on, the Collateral, including any recording, filing, registration, delivery to the Collateral Agent, giving of notice or other similar action. The Security Documents and financing statements relating thereto have been duly filed or recorded in each office and in each jurisdiction where required in order to create and perfect the Lien and security interest described above and the priority thereof.
 ARTICLE VI
 Representations of the Purchasers.
 SECTION 6.1.   Purchase for Investment  .  Each Purchaser severally represents that it is an “Accredited Investor” as defined in Rule 501 of Regulation D under the Securities Act.  Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s property shall at all times be within
Annex A- 8
(Amended and Restated Note Purchase Agreement)

such Purchaser’s control.  Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.
 SECTION 6.2.   Source of Funds  .  Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “ Source ”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:
(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“ PTE ”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “ NAIC Annual Statement ”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or
(b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or
(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or
(d) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption” )) managed by a “qualified professional asset manager” or “ QPAM ” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Part V(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (d); or
(e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption” )) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or
(f) the Source is a governmental plan; or
(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or
(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.
As used in this Section 6.2 , the terms “ employee benefit plan,” “governmental plan,” and “ separate account ” shall have the respective meanings assigned to such terms in section 3 of ERISA.
Annex A- 9
(Amended and Restated Note Purchase Agreement)

ARTICLE VII 
 I nformation.
 SECTION 7.1.    Financial and Business Information .
The Company shall deliver, and shall cause Sharyland to deliver, and shall use commercially reasonable efforts to cause each other Qualified Lessee (other than any Consolidated Qualified Lessee) to deliver, to each Holder of Notes ( provided , that no default shall arise under this Section 7.1 as a result of the failure by a Qualified Lessee other than Sharyland to deliver financial statements and other documents in accordance with the requirements of an applicable Lease and such Lease is terminated in accordance with Section 9.14 hereunder):
(a) Quarterly Statements — within 45 days after the end of each quarterly fiscal period in each calendar year of such Person and its Subsidiaries (excluding the last quarterly fiscal period of each such calendar year), duplicate copies of
(i) balance sheets of such Person and its Subsidiaries on a consolidated basis as at the end of such quarter, and
(ii) profit and loss statements and cash flows statements for such Person and its Subsidiaries on a consolidated basis for such quarter and (in the case of the second and third quarters) for the portion of the calendar year ending with such quarter,
(iii) setting forth in each case in comparative form the figures for the corresponding periods in the previous calendar year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of such Person as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments;
(b) Annual Statements — within 90 days after the end of each calendar year of the Company and each Qualified Lessee (other than a Consolidated Qualified Lessee), as applicable, duplicate copies of
(i) balance sheets of such Person and its Subsidiaries on a consolidated basis as at the end of such year; and
(ii) statements of income, profit and loss statements and cash flow statements for such Person and its Subsidiaries on a consolidated basis for such year,
setting forth in each case in comparative form the figures for the previous calendar year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of Ernst & Young LLP or another independent public accounting firm of nationally recognized standing selected by the Company or such Qualified Lessee (herein, the “ Approved Accountant ”), which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of the Approved Accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of the Approved Accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default (or, in the case of a Qualified Lessee, any default or event of default under the Lease under which such Qualified Lessee is a lessee), and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that the Approved Accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default (or, in the case of a Qualified Lessee, any default or event of default under the applicable Lease) unless the Approved Accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit);
(c) Other Reports — promptly upon their becoming available, and to the extent not otherwise required to be delivered pursuant to another provision of this Agreement, one copy of (i) each financial statement and budget and such other reports and notices as a Holder may reasonably request sent by the Company or any Qualified Lessee to its Subsidiaries, (ii) each report or filing (without exhibits except as expressly requested by such Holder) other than regular and periodic reports and filings made by the Company, any Subsidiary, or any Qualified Lessee to any state or Federal regulatory body and (iii) each report and filing made by the Company to its lenders;
Annex A- 10
(Amended and Restated Note Purchase Agreement)

(d) Notice of Default or Event of Default — promptly, and in any event within 5 Business Days after (i) a Responsible Officer of the Company becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(i) , a written notice specifying the nature and period of existence thereof and what action the Company or any Subsidiary is taking or proposes to take with respect thereto and (ii) the Company receives a written notice of default under a System Lease from the applicable Qualified Lessee, a copy of such notice of default or a written notice specifying the nature and period of existence of such default and what action the Company is taking or proposes to take with respect thereto;
(e) [Intentionally Omitted];
(f) [Intentionally Omitted];
(g) Notices from Governmental Authority — promptly, and in any event within 5 Business Days of receipt (or knowledge thereof by a Responsible Officer of the Company) of copies of any notice to the Company, any Subsidiary, or any Qualified Lessee from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;
(h) Other Notices — promptly, and in any event within 5 Business Days of receipt (or knowledge by a Responsible Officer of the Company) thereof:
(i) any pending or threatened adversarial or contested proceeding of or before a Governmental Authority relating to the System or the System Leases that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;
(ii) any litigation or proceeding taken or threatened in writing against the Company, any Subsidiary, or any Qualified Lessee, that, if successful, could reasonably be expected to result in a Material Adverse Effect;
(i) Annual Operating Budgets —  As soon as available and in any event within 30 days after the close of each calendar year of the Company and each Qualified Lessee (other than a Consolidated Qualified Lessee), as the case may be,, the annual budget of the Company and its Subsidiaries and each Qualified Lessee, as applicable.
(j) Information Required by Rule 144A — upon the request of such Holder (and shall deliver to any qualified institutional buyer designated by such Holder), such financial and other information as such Holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (for the purpose of this Section 7.1(j) , the term “ qualified institutional buyer ” shall have the meaning specified in Rule 144A under the Securities Act); and
(k) Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such Holder of Notes.
 SECTION 7.2.   Officer’s Certificate .  Each set of financial statements delivered pursuant to Section 7.1(a) or Section 7.1(b)  shall be accompanied by a certificate of a Senior Financial Officer of each Qualified Lessee (other than a Consolidated Qualified Lessee) or the Company, as applicable, setting forth:
(a) Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Sections 9.9 , 10.6 and 10.9 of this Agreement, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and
(b) Event of Default — a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that no Default or an Event of Default has occurred and is continuing (or in the case of any Qualified Lessee, any default or event of default has occurred and is continuing under any Leases to which it is a party, which default or event of default constitutes an Event of Default pursuant to Section 11(f)) or, if any such condition or event has occurred and is continuing (including, without limitation, any such event or condition resulting from the failure of the Company to comply with any Environmental Law), (or in the case of any Qualified Lessee, any default or event of default has occurred and is continuing under any Leases to which it is a party, which default or event of default constitutes an Event of Default pursuant to Section 11(f)), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.
Annex A- 11
(Amended and Restated Note Purchase Agreement)

SECTION 7.3.    [Inte ntionally Omitted]
 ARTICLE VIII
Payment and Prepayment of the Notes.
 SECTION 8.1.   Amortization; Maturity. .  On March 30, 2010 and on the 30th day of each June, September, December and March thereafter to and including December 30, 2029, the Company will prepay the principal amounts set forth in the amortization schedule attached hereto as Schedule 8.1 (the “ Amortization Schedule  ”) (or such lesser principal amount as shall then be outstanding) of the Notes at par and without payment of the Yield-Maintenance Amount or any premium, provided that upon any partial prepayment of the Notes pursuant to Section 8.2 , the principal amount of each required prepayment of the Notes becoming due under this Section 8.1 on and after the date of such prepayment shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes is reduced as a result of the prepayment.  The entire unpaid principal balance of the Notes shall be due and payable on the Maturity Date.
 SECTION 8.2.   Optional Prepayments with Yield-Maintenance Amount .  The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes, in an amount not less than $1,000,000 in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the Yield-Maintenance Amount determined for the prepayment date with respect to such principal amount.  The Company will give each Holder of Notes written notice of each optional prepayment under this Section 8.2  not less than 30 days and not more than 60 days prior to the date fixed for such prepayment.  Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such Holder to be prepaid (determined in accordance with Section 8.3 ), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Yield-Maintenance Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation.  Two Business Days prior to such prepayment, the Company shall deliver to each Holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Yield-Maintenance Amount as of the specified prepayment date.
 SECTION 8.3.   Allocation of Partial Prepayments  .  In the case of each partial prepayment of the Notes, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.
 SECTION 8.4.   Maturity; Surrender, Etc. .  In the case of each prepayment of Notes pursuant to this Section 8  , the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Yield-Maintenance Amount, if any.  From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Yield-Maintenance Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue.  Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.
 SECTION 8.5.   Purchase of Notes .  The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to Section 13.2(b) ; provided that  if an Affiliate which does not Control and is not Controlled by the Company has so acquired any of the outstanding Notes, such acquisition shall not constitute an Event of Default.  The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment or prepayment of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.
 SECTION 8.6.    Yield-Maintenance Amount .
“Yield-Maintenance Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Yield-Maintenance Amount may in no event be less than zero.  For the purposes of determining the Yield-Maintenance Amount, the following terms have the following meanings:
“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1 , as the context requires.
Annex A- 12
(Amended and Restated Note Purchase Agreement)

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.
“Reinvestment Yield” means, with respect to the Called Principal of any Note, .50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.
In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life.  The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.
“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.
“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1 .
“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1 , as the context requires.
 ARTICLE IX
Affirmative Covenants.
The Company covenants that so long as any of the Notes are outstanding:
 SECTION 9.1.   Compliance with Law .  Without limiting Section 10.4  , the Company will, and will cause its Subsidiaries to comply with all laws, ordinances or governmental rules or regulations to which it is subject, including, without limitation, ERISA, the USA Patriot Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of its properties or to the conduct of its businesses to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Annex A- 13
(Amended and Restated Note Purchase Agreement)

 SECTION 9.2.    Insurance .
(a) Maintenance of Insurance .  The Company will maintain or cause to be maintained and will cause its Subsidiaries to maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.
(b) Evidence of Insurance :  Promptly upon request by a Holder or the Collateral Agent, the Company shall furnish the Holders and the Collateral Agent with approved certification of all required insurance.  Such certification shall be executed by each insurer or by an authorized representative of each insurer where it is not practical for such insurer to execute the certificate itself.  Such certification shall identify underwriters, the type of insurance, the insurance limits, and the policy term, and shall specifically list the special provisions enumerated for such insurance required by this Section 9.2 . Upon request, the Company will promptly furnish the Holders and the Collateral Agent with copies of all insurance certificates, binders, and cover notes or other evidence of such insurance relating to the Collateral.
(c) No Duty of Purchaser to Verify :  No provision of this Section 9.2 or any other provision of this Agreement, any other Financing Document or any Lease shall impose on the Holders or the Collateral Agent any duty or obligation to verify the existence or adequacy of the insurance coverage maintained by the Company, nor shall the Holders or the Collateral Agent be responsible for any representations or warranties made by or on behalf of the Company to any insurance company or underwriter.
 SECTION 9.3.   Maintenance of Properties  .  The Company will, and will cause its Subsidiaries, Sharyland and Qualified Lessees that are Affiliates of the Company to, and will use commercially reasonable efforts to cause the other Qualified Lessees to, (a) maintain, preserve and protect in all material respects all of its respective material properties (including any such properties comprising any material portion of the System) and equipment necessary in the operation of its respective business (taken as a whole) in good, working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof.
 SECTION 9.4.   Payment of Taxes and Claims  .  The Company will, and will cause each of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that none of the Company or any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by such Person on a timely basis in good faith and in appropriate proceedings, and such Person has established adequate reserves therefor in accordance with GAAP on its books or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.
 SECTION 9.5.   Existence, Etc.  .  Except as permitted under Section 10.2, the Company will, and will cause each of its Subsidiaries, at all times preserve and keep in full force and effect its respective limited liability company, corporate or limited partnership existence and all rights and franchises of the Company unless (other than with respect to the Company’s existence), in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such limited liability company, corporate or limited partnership existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.
 SECTION 9.6.   Books and Records; Inspection Rights  .  The Company will, and will cause each of its Subsidiaries and Sharyland to, and will use commercially reasonable efforts to cause other Qualified Lessees to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over such Person.  The Company will permit representatives and independent contractors of the Holders of the Notes to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Company and at such reasonable times during normal business hours no more than once per calendar year, upon reasonable advance notice to the Company; provided , however, that when an Event of Default has occurred and is continuing, any Holder of the Notes (or any of its respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and as often as reasonably desired.
Annex A- 14
(Amended and Restated Note Purchase Agreement)

SECTION 9.7.    Collatera l; Further Assurances
(a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7 , after-acquired Collateral), subject to no Liens other than Permitted Liens.  The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Company.
(c) If, after the Third Amendment Date, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders.  The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b) , with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent.
 SECTION 9.8.    Material Project Documents.
(a) The Company shall at all times (i) perform and observe all of the covenants under the Material Project Documents to which it is a party and take reasonable actions to enforce all of its rights thereunder, other than to the extent the same could not reasonably be expected to have a Material Adverse Effect, (ii) subject to the provisions of clause (b) of this Section 9.8, maintain the System Leases (other than Leases constituting System Leases only pursuant to clause (5) of the definition thereof) in full force and effect, and (iii) maintain the Leases (other than the System Leases referred to in the foregoing clause (ii) of this Section 9.8(a)) to which it or any of its Subsidiaries is a party in full force and effect, except to the extent the same could not reasonably be expected to have a Material Adverse Effect.
Annex A- 15
(Amended and Restated Note Purchase Agreement)

(b) If the term of a Lease with the Company or one of its Subsidiaries expires and the Qualified Lessee under such Lease has either ceased operating the related assets or has ceased paying rent as required under the applicable Lease, the Company shall, or shall cause a Subsidiary, as applicable, to enter into a supplement or a new Lease with respect to the related leasehold assets with a Qualified Lessee that provides for rent that, when combined with all other expected revenue, will, in the reasonable judgment of the Company, as of the commencement date of such supplement or new Lease, generate sufficient revenue to satisfy the requirements of Section 9.9 and will not otherwise result in a materially worse position for the Company as compared to the terms of the applicable expired Lease.  Each such new Lease shall have a term of at least five years.  Notwithstanding the foregoing, if (i) such expired Lease relates to transmission and/or distribution assets that are not generating significant revenue, (ii) the failure to renew such Lease would not constitute a Material Adverse Effect and (iii) the Company reasonably believes it will generate sufficient revenue and hold sufficient assets (without giving effect to the leasehold assets with respect to such Lease) to satisfy the requirements of Section 9.9 , then this Section 9.8(b) will not require a supplement or new lease with respect to such leasehold assets.
 SECTION 9.9.    Financial Ratios
(a)  The Company shall at all times maintain, on a consolidated basis, a Total Debt to Capitalization Ratio of not more than 0.65 to 1.00.
(b) The Company shall maintain, for each period of four consecutive fiscal quarters, a Debt Service Coverage Ratio of at least 1.40 to 1.00; provided that for purposes of this Section 9.9(b) , the Debt Service Coverage Ratio shall be deemed to be 1.40 to 1.00 for the three calendar quarters ending December 31, 2009, March 31, 2010 and June 30, 2010.
 ARTICLE X
Negative Covenants.
The Company covenants that so long as any of the Notes are outstanding:
 SECTION 10.1.   Transactions with Affiliates .  The Company will not and will not permit any Subsidiary to enter into directly or indirectly any transaction or group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate other than (i) transactions with Project Finance Subsidiaries, as permitted by Section 9.7(b)(ii) and other transactions between or among the Company and one or more Subsidiaries, or any subset thereof, to the extent permitted under Sections 10.2 , 10.6 , 10.7 , 10.10 and 10.14 , (ii) Leases with Qualified Lessees and transactions relating thereto, (iii) any Qualified Lessee Affiliate Loan and any Indebtedness permitted under Section 10.6(d)(ii), (iv) payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Company and its Subsidiaries in the ordinary course of business, (v) Investments permitted pursuant to Section 10.7  , (vi) transactions entered into in connection with the Cross Valley Project on or prior to the Cross Valley Project Transfer and the Golden Spread Project on or prior to the Golden Spread Project Transfer, (vii) ROFO Transfers, and (viii) upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtained in a comparable arms-length transaction with a Person not an Affiliate; provided that any transaction will be deemed to meet the requirements of this clause (viii) if, (x) prior to a Qualifying IPO, such transaction is on terms approved by the holders of a majority of the Capital Stock of InfraREIT held by Persons who do not have a separate material interest in such transaction other than by virtue of their ownership of such Capital Stock, or by a majority of the directors nominated by such Persons, and (y) upon the completion of a Qualifying IPO and thereafter, such transaction is on terms approved by a majority of the board of directors (or comparable governing body) of InfraREIT or an Affiliate thereof who are “independent”(as such term is defined pursuant to the rules of the primary exchange on which the Capital Stock is listed for trading), or a majority of the “independent” members of a committee of any such board of directors (or comparable governing body).
 SECTION 10.2.   Merger, Consolidation, Etc. .  The Company will not nor will it cause or permit any of its Subsidiaries to consolidate with or merge with any other Person or Transfer all or substantially all of its assets in a single transaction or series of transactions to any Person, except (i) pursuant to the System Leases or any other Lease, (ii) as permitted pursuant to Section 9.7(b)  , (iii) that so long as both before and after giving effect to such merger or consolidation or Transfer of all or substantially all of its assets to another Person no Default or Event of Default exists, the Company or any Subsidiary may merge or consolidate with another Person, and the Company or any Subsidiary may Transfer all or substantially all of its assets to another Person, so long as, after giving effect to such merger or consolidation, or such Transfer of all or substantially all of its assets, (A) with respect to any merger or consolidation to which the Company is a party, the Company shall be the surviving entity, (B) with respect to any merger or consolidation to which a Subsidiary is a party but the Company is not, a Subsidiary (other than a Project Finance Subsidiary) shall be the surviving entity and (C) with respect to any Transfer of all or substantially all of its assets by the Company or a Subsidiary, the Company or another Subsidiary (other than a Project Finance Subsidiary) shall be the transferee or lessee of such assets (except to the extent permitted by clauses (i) and (ii) of this Section 10.2 , or (iv) the FERC Merger.
Annex A- 16
(Amended and Restated Note Purchase Agreement)

SECTION 10.3.   Line of Business  .  The Company will not and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business in which the Company a nd its Subsidiaries taken as a whole, would then be engaged would be substantially changed from the transmission and distribution of electric power and the provision of ancillary services.
 SECTION 10.4.   Terrorism Sanctions Regulations  .  The Company will not and will not permit any Controlled Entity (a) to become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by the United Nations or by the European Union, or (b) directly or indirectly to have any investment in or engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder to be in violation of any applicable United States (federal or state) anti-terrorism law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or (c)  to engage, nor shall any Affiliate of either engage, in any activity that could subject such Person or any holder to sanctions under CISADA or any similar law or regulation with respect to Iran or any other country that is subject to U.S. Economic Sanctions.
 SECTION 10.5.   Liens  .  The Company will not, nor will it cause or permit any Subsidiary to, directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to the Collateral or any other property of the Company or such Subsidiary, whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, or on any other asset now owned or hereafter acquired by the Company or such Subsidiary, except (each, a “Permitted Lien”):
(a) solely in the case of the Note Parties, Liens created or permitted by the Financing Documents on the assets of the Note Parties; and
(b) (i) solely in the case of a Project Finance Subsidiary, Liens on assets owned by that Project Finance Subsidiary, (ii) Liens on the Capital Stock in that Project Finance Subsidiary, in each case to secure its Non-Recourse Debt and (iii) Liens in respect of Guaranties permitted under Section 10.6(c)(iii);
(c) Liens created or permitted pursuant to the terms of the Security Documents, including Cash Collateral (as defined in the Collateral Agency Agreement);
(d) Liens for Taxes which are not yet due and payable or the payment of which is not at the time required by Section 9.4 ;
(e) any attachment or judgment Lien, unless such attachment or judgment Lien constitutes an Event of Default under Section 11(l) hereof;
(f) Liens of a lessor of equipment to the Company or any Subsidiary on such lessor’s leased equipment (but excluding equipment leased pursuant to a Capital Lease), including any of the foregoing which is evidenced by a protective UCC filing;
(g) Mechanics’, warehousemen’s, carriers’, workers’, repairers’, landlords’, and other similar liens arising or incurred in the ordinary course of business and (i) which do not in the aggregate materially detract from the value of property or assets subject to such Liens or materially impair the continued use thereof in the operation of the business or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or asset subject to such Liens, or other Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, trade contracts, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money);
(h) zoning, entitlement, restriction, and other land use and environmental regulations by Governmental Authorities and encroachments, easements, rights of way, covenants, restrictions or agreements which do not materially interfere with the continued use of any asset as currently used in the conduct of the business;
(i) any encumbrances set forth in any franchise or governing ordinance under which any portion of the business is conducted which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(j) all rights of condemnation, eminent domain, or other similar right of any Person;
(k) any interest of title of a lessor under leases; and
(l) Liens securing Permitted Secured Indebtedness on a pari passu basis with the Obligations in accordance with the terms of the Collateral Agency Agreement.
Annex A- 17
(Amended and Restated Note Purchase Agreement)

Notwithstanding the foregoing, the Company shall not, and shall not permit any Subsidiary, to grant any Liens securing Indebtedness for borrowed money (other than Non-Recourse Debt incurred by a Project Finance Subsidiary) unless such Indebtedness for borrowed money is secured by Liens securing Permitted Secured Indebtedness on a pari passu basis with the Obligations in accordance with the terms of the Collateral Agency Agreement.
 SECTION 10.6.   Indebtedness  .  The Company will not, and will not cause or permit any Subsidiary or Sharyland to incur any Indebtedness, and will use commercially reasonable efforts not to permit any Qualified Lessee or Subsidiaries of Specified Qualified Lessees to incur Indebtedness for borrowed money, in each case except the following Indebtedness, which may be incurred subject to the requirements of the last paragraph of this section:
(a) Indebtedness evidenced by the Financing Documents;
(b) Indebtedness of the Company (i) that is not related to, and does not support, Non-Recourse Debt of a Project Finance Subsidiary and (ii) if incurred, would not result in a breach of Section 9.9 ; provided that if the Indebtedness is proposed to be secured by any of the Collateral, then at least five Business Days (or such shorter period reasonably agreed by the Required Holders) prior to the incurrence of such Indebtedness, the Company shall (x) notify the Holders of its intent to incur such Indebtedness, which notice shall set forth in reasonable detail (A) the amount and proposed economic terms of such Indebtedness, (B) by type of lender or purchaser and (C) the proposed collateral for such Indebtedness (which proposed collateral may include any or all of the Collateral) and (y) deliver to the Collateral Agent and the other Secured Parties an executed joinder agreement substantially in the form of Exhibit A to the Collateral Agency Agreement pursuant to which all the proposed holders of such Indebtedness have become party to the Collateral Agency Agreement;
(c) (i) Non-Recourse Debt incurred by a Project Finance Subsidiary of the Company (including Non-Recourse Debt incurred by such Project Finance Subsidiary prior to being acquired by the Company or a Subsidiary) to fund a New Project, (ii) any Indebtedness in the form of a pledge of Capital Stock in a Project Finance Subsidiary as security for Non-Recourse Debt of such Project Finance Subsidiary and (iii) Indebtedness in the form of Guaranties by the Company or any Subsidiary of Indebtedness of any Project Finance Subsidiary, the aggregate amount of which Guaranties shall not exceed $25,000,000 outstanding at any given time;
(d) Indebtedness of any such Qualified Lessee (i) in an aggregate principal amount for such Qualified Lessee of up to the greater of (A) $5,000,000 and (B) an amount equal to 1% of the sum of, without duplication, (x) the total amount of the Consolidated Net Plant of such Qualified Lessee, plus (y) the total amount of the Consolidated Net Plant of any guarantor(s) of such Qualified Lessee’s obligations under the applicable Leases, plus (z) the total amount of Leased Consolidated Net Plant, in each case on a senior secured basis and (ii) in an aggregate principal amount for such Qualified Lessee of up to the greater of (A) $10,000,000 and (B) an amount equal to 1.5% of the sum of, without duplication, (x) the total amount of the Consolidated Net Plant of such Qualified Lessee, plus (y) the total amount of the Consolidated Net Plant of any guarantor(s) of such Qualified Lessee’s obligations under the applicable Leases, plus (z) the total amount of Leased Consolidated Net Plant, in each case on an unsecured subordinated basis on terms substantially similar to the terms set forth on Exhibit 2, to the extent allowed under the Leases to which such Qualified Lessee is a party as a lessee or tenant thereunder; provided , that for purposes of this clause (d), all Consolidated Qualified Lessees will be treated as one Qualified Lessee;
(e) Indebtedness of the Company to any of its Subsidiaries, which by its terms is expressly subordinated to the Obligations, and Indebtedness of any Subsidiary to the Company or any other Subsidiary of the Company not to exceed $5,000,000 at any one time outstanding and in each case to have a maturity date of less than one year;
(f) any Qualified Lessee Affiliate Loan and other Indebtedness of Qualified Lessees otherwise acceptable to the Required Holders; and
(g) Indebtedness of Subsidiaries of Specified Qualified Lessees incurred in an aggregate principal amount for each such Specified Qualified Lessee of up to the product of (x) such Specified Qualified Lessee’s Consolidated Net Plant (derived from its most recently prepared consolidated balance sheet, prepared in accordance with GAAP but adjusted to reverse the effects of failed sale-leaseback accounting in a manner reasonably determined by such Specified Qualified Lessee in good faith) multiplied by (y) the lesser of (A) the sum of such Specified Qualified Lessee’s then-current PUCT-regulated debt-to-equity ratio (expressed as a percentage) and 5% or (B) 65%; provided that such Indebtedness must be Non-Recourse Debt to such Specified Qualified Lessee.
Indebtedness of the Company or any of its Subsidiaries may be incurred under this Section 10.6 only if no Default or Event of Default is, or as a result of such incurrence would be, existing.
 SECTION 10.7.   Loans, Advances, Investments and Contingent Liabilities .  The Company will not make or permit to remain outstanding any loan or advance to, or extend credit other than credit extended in the ordinary course of business to any Person, or own, purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person (collectively, “ Investments ”), or commit to do any of the foregoing, except (a) Permitted Investments, (b) ownership, purchase
Annex A- 18
(Amended and Restated Note Purchase Agreement)

 and acquisition of equity interests in and capital contributions to Project Finance Subsidiaries of the Company and Wholly-Owned Subsidiaries, (c) loans, advances and ex tensions of credit (i) to Subsidiary Guarantors and other Wholly-Owned Subsidiaries (other than Project Finance Subsidiaries) not required to provide a Guaranty pursuant to Section 9.7(d) and (ii) to Project Finance Subsidiaries in the form of Guaranties by the Company or any Subsidiary of Indebtedness of any Project Finance Subsidiary, the aggregate amount of which Guaranties shall not exceed $25,000,000 outstanding at any given time, (d) any Qualified Lessee Affiliate Loan or (e) Investments made in connection with the Cross Valley Project and the Golden Spread Project prior to the Cross Valley Project Transfer and the Golden Spread Project Transfer and (f) the ROFO Transfers.
 SECTION 10.8.   No Subsidiaries  .  The Company shall have no subsidiaries other than Project Finance Subsidiaries and Wholly-Owned Subsidiaries.
 SECTION 10.9.   Restricted Payments  .  The Company will not, directly or indirectly, make or declare any Distribution unless there does not exist and, after giving effect to the proposed Distribution, there will not exist, a Default or an Event of Default.  The Company shall deliver to the Holders and the Collateral Agent before a Distribution is made a certificate of a Responsible Officer of the Company stating that the foregoing condition has been satisfied and, if requested, providing supporting data and calculations.
 SECTION 10.10.   Sale of Assets, Etc.  .  The Company will not, nor will it cause or permit any Subsidiary, to Transfer, or agree or otherwise commit to Transfer, any of its assets with a fair market value of greater than $15,000,000, in the aggregate during the term of this Agreement (“ Asset Sale ”) except :
(a) the Company or a Subsidiary shall lease the System or other transmission and distribution assets and related assets pursuant to a Lease to which the Company or a Subsidiary thereof is a party;
(b) (i) each Project Finance Subsidiary of the Company may Transfer its assets to the Company or its Wholly-Owned Subsidiaries in accordance with Section 9.7(b) ; and (ii) the Company may Transfer, or suffer the Transfer of, its ownership interests in a Project Finance Subsidiary and such Project Finance Subsidiary may Transfer, or suffer the Transfer of its assets, in each case in connection with and pursuant to the exercise of remedies under the documentation governing Non-Recourse Debt incurred by such Project Finance Subsidiary;
(c) Asset Sales (i) among the Company and the Subsidiary Guarantors (or a subset thereof), (ii) among Subsidiaries that are not Subsidiary Guarantors and (iii) from Subsidiaries to the Company or a Subsidiary Guarantor;
(d) in connection with an acquisition that is not prohibited under this Agreement, (i) Asset Sales of operating assets and related assets to a Qualified Lessee and (ii) Asset Sales of property acquired after the Third Amendment Date that are not electric transmission or distribution assets, in each case (x) which are, in the aggregate, not material in relation to the assets acquired and (y) upon fair and reasonable terms no less favorable to such Person than would be obtained in a comparable arms-length transaction with a Person not an Affiliate;
(e) Permitted Liens;
(f) Investments permitted by Section 10.7 , transactions permitted by Section 10.2 and Distributions permitted by Section 10.9 ;
(g) Asset Sales made in connection with the Cross Valley Project Transfer and the Golden Spread Project Transfer;
(h) Asset Sales consisting of goods and inventory from the Company or any Subsidiary to a Qualified Lessee at cost or on such other terms as may be approved by a majority of the board of directors (or comparable governing body) of InfraREIT or an Affiliate thereof who are “independent” (as such term is defined pursuant to the rules of the primary exchange on which the Capital Stock of InfraREIT or such Affiliate is listed for trading), or a majority of the “independent” members of a committee of any such board of directors (or comparable governing body);
(i) ROFO Transfers; and
(j) Asset Sales of assets that are obsolete or no longer used or useful in such Person’s business.
 SECTION 10.11.   Sale or Discount of Receivables  .  The Company will not nor will it cause or permit any Subsidiary to sell with recourse, or discount or otherwise sell for less than the face value thereof, any of its notes or accounts receivable.
Annex A- 19
(Amended and Restated Note Purchase Agreement)

SECTION 10.12.   Amendments to Organizational Documents  .  The Company will not nor will it cause or permit any of its Subsidiaries to, and shall use commercially reasonable efforts not to permit, any Qualified Lessee or any of its Subsidiaries to, amend, supplement, terminate, replace or waive any provision of its operating agreement or other orga nization documents after the Third Amendment Date.  Notwithstanding this Section 10.2 , the Company, its Subsidiaries, any Qualified Lessee and its Subsidiaries may, without the consent of the Holders, amend their respective operating agreement or similar organizational documents as may be required to facilitate or implement any of the following:
(a) to reflect (i) the contribution of any new capital or additional capital by new or existing members or partners of such Person, (ii) the addition of new members or partners of such Person, or (iii) any adjustment, termination, reduction or redemption of equity interests of its members, partners or other holders of equity interests or the issuance of additional equity interests in such Person; provided, that after giving effect to any such changes, no Event of Default would exist under Sections 10.8 , or 12(n) ;
(b) to reflect a change that does not adversely affect any Holders in any material respect, or to cure any ambiguity, or correct or supplement any provision, not inconsistent with law or with the provisions of this Agreement;
(c) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(d) to take actions to avoid any material adverse consequences to such Person as a result of any change in law or interpretation of law applicable to Persons subject to regulation by the PUCT and FERC; and
(e) to effect the dissolution, liquidation, merger or consolidation of any Person that is not otherwise prohibited under this Agreement.
The Company will provide prompt notice to the Holders upon taking any such action under the foregoing sentence of this Section 10.12 .
 SECTION 10.13.   Sale and Lease-Back  .  Except for the System Leases, the CREZ Lease and any other Lease, the Company will not, nor will it cause or permit any Subsidiary to, enter into any arrangement providing for the leasing by the Company or any Subsidiary of real or personal property which has been or is to be Transferred by the Company or such Subsidiary to a lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such property or rental obligations of the Company or any Subsidiary.
 SECTION 10.14.   ERISA Compliance
(a) Relationship of Vested Benefits to Plan Assets .  The Company will not as of the last day of any calendar year permit any Plan to be “at risk” within the meaning of Section 303 of ERISA to the extent such action could reasonably be expected to result in a Material Adverse Effect.  The Company and its ERISA Affiliates will not incur withdrawal liabilities (and will not become subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.
(b) Valuations .  For the purposes of clause (a) above, all assumptions and methods used to determine the actuarial valuation of vested and unvested employee benefits under any Plan at any time maintained by the Company and the present value of assets of any such Plan shall be reasonably consistent with those determinations made for purposes of Section 5.13 .
(c) Prohibited Actions .  The Company will not, nor, as applicable, will any Plan at any time maintained by the Company:
(i) engage in any action that could reasonably be expected to cause the execution and delivery of this Agreement and the issuance and sale of the Notes to result in a non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975(c) of the Code);
(ii) fail to meet the minimum funding standards of Section 302 of ERISA or Sections 412 and 430 of the Code, or seek or obtain a waiver thereof or fail to make any required contribution to a Multiemployer Plan; or
(iii) terminate any such Plan in a manner which could result in the imposition of a Lien on the Property of the Company pursuant to Section 4068 of ERISA that could reasonably be expected to result in a Material Adverse Effect.
Annex A- 20
(Amended and Restated Note Purchase Agreement)

SECTION 10.15.   No Margin Stock  .  Anything herein contained to the contrary notwithstanding, the Company will not, nor will it permit any Subsidiary to, make or authorize any investment in, or otherwise purchase or carry, any margin stock (within the meaning of Regul ation U issued by the Board of Governors of the Federal Reserve System of the United States) that violates the provisions, or for any purpose that violates the provisions, of Regulation U of the Board of Governors of the Federal Reserve System of the United States.
 SECTION 10.16.    Project Documents .
(a) The Company will not, and will not permit any Subsidiary to, amend, modify, supplement, replace, renew, extend, terminate or waive any provision of any Lease to which the Company or such Subsidiary is party, or consent to any amendment, modification, supplement, replacement, renewal, extension, termination or waiver of any such Lease except (i) the consummation of the FERC Lease Assumptions in connection with the FERC Merger, (ii) to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) if the Company reasonably believes, after giving effect thereto, the Company will generate sufficient revenue and hold sufficient assets to satisfy the requirements of Section 9.9 .
(b) The Company shall use commercially reasonable efforts to ensure that no Specified Qualified Lessee enters into any lease of transmission or distribution facilities other than (i) the Leases (including maintaining or entering into new Leases or replacement Leases and amending or modifying Leases to the extent not prohibited under this Agreement) and (ii) any other leases consented to by Required Holders.
 SECTION 10.17.   Regulation .
(a) The Company shall not be or become, and shall use commercially reasonable efforts not to permit any Specified Qualified Lessee to be or become, subject to FERC jurisdiction as a public utility under the FPA; provided , however , that the Company shall not be in default of the forgoing negative covenant if the Company or any Specified Qualified Lessee becomes subject to FERC jurisdiction under the FPA solely as a result of a change to the FPA or in FERC’s interpretation thereof or regulations thereunder, if the Company or such Specified Qualified Lessee takes all necessary actions to comply with applicable FERC requirements and the operation of the System is uninterrupted; and
(b) The Company shall not, and shall use commercially reasonable efforts to cause any Specified Qualified Lessee not to violate in any material respect any regulation or order of the Public Utility Commission of Texas applicable to it.
(c) None of the Company nor any Specified Qualified Lessee shall own, operate or control any electrical generating, transmitting or distribution facility, nor effect or control any sale of electricity, outside of the ERCOT balancing area authority except (i) as permitted by FERC, as set forth in its declaratory order issued in Docket no. EL07-93-000 or (ii) interconnected transmission or distribution assets or systems located substantially in the State of Texas or deriving a majority of their revenue from customers within the State of Texas.
 SECTION 10.18.   Swaps  .  The Company will not, nor will it permit any Subsidiary to, enter into any Swap Contracts, except that the Company and its Project Finance Subsidiaries may enter into Swap Contracts solely to hedge interest rate risk and not for speculative purposes.
 SECTION 10.19.   Additional Financial Covenants .  If the Company shall at any time enter into one or more agreements pursuant to which Indebtedness in an aggregate principal amount greater than $25,000,000 shall be outstanding and such agreement contains one or more financial covenants which are more restrictive on the Company and its Subsidiaries than the financial covenants contained in Section 9.9 of this Agreement, then such more restrictive financial covenants and any related definitions (the “ Additional Financial Covenants ”) shall automatically be deemed to be incorporated into Section 9.9 of this Agreement by reference from the time such other agreement becomes binding upon the Company until such time as such other Indebtedness is repaid in full and all commitments related thereto are terminated; provided  , that if at the time of any such repayment or the termination of any such commitment a Default or Event of Default shall exist under this Agreement, then such Additional Financial Covenants shall continue in full force and effect under this Agreement so long as such Default or Event of Default continues to exist.  So long as such Additional Financial Covenants shall be in effect, no modification or waiver of such Additional Financial Covenants shall be effective unless the Required Holders shall have consented thereto pursuant to Section 17.1 hereof.  Promptly but in no event more than 5 Business Days following the execution of any agreement providing for Additional Financial Covenants, the Company shall furnish each Holder with a copy of such agreement.  Upon written request of the Required Holders, the Company will enter into an amendment to this Agreement pursuant to which this Agreement will be formally amended to incorporate the Additional Financial Covenants on the terms set forth herein.
Annex A- 21
(Amended and Restated Note Purchase Agreement)

SECTION 10.20.   Burdensome Agreements .  The Company will not enter into or permit any Subsidiary Guarantor or Subsidiary of a Subsidiary Guarantor to enter into any Contractual Obligation that limits the right (a) of such Subsidiary to make Distributions to the Company or any Subsidiary Guarantor or to otherwise transfer property to the Company or any Subsidiary Guarantor, (b) of any Subsidiary of the Company to guarantee the Indebtedness of the Company or (c) of the Company or any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person, in each case except for (i) restrictions arising under any Requirement of Law, (ii) customary restrictions and conditions contained in any agreement relating to the sale or other disposition of assets not prohibited under this Agreement pending the consummation of such sale or other disposition, (iii) this Agreement, the other Note Documents, Permitted Liens (other than Liens permitted under Section 10.5(k) ), any document or instrument evidencing or granting any such Permitted Liens and the agreements listed on Schedule 10.20 ; (iv) any Contractual Obligation relating to Indebtedness permitted pursuant to Section 10.6 (including Liens permitted pursuant to Section 10.5  ) to the extent, in the good faith judgment of the Company, such lim itations and requirements described in clauses (a), (b) or (c) above (x) are on customary market terms for Indebtedness of such type at the time entered into, so long as the Company has determined in good faith that such restrictions would not reasonably be expected to impair in any material respect the ability of the Note Parties to meet their ongoing payment obligations under the Note Documents, or (y) are not materially more restrictive, taken as a whole with respect to the Company and the Subsidiaries than the restrictions in the Note Documents, (v) with respect to clause (c), any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 10.6(c) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (vi) non-assignment provisions in franchise agreements, licenses, easements, leases, indemnities or other agreements and (vii) restrictions on any property or any Person contained in any asset or stock sale agreement or other similar agreements entered into with respect to such property or Person to the extent (x) the sale or other disposition of such property or Person is not prohibited by this Agreement and (y) such restrictions relate only to the property or Person to be sold or otherwise disposed of.
 ARTICLE XI
Events of Default.
An “ Event of Default ” shall exist if any of the following conditions or events shall occur and be continuing:
(a) the Company defaults in the payment of any principal or Yield-Maintenance Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or
(b) the Company defaults in the payment of any interest on any Note, fees or other amounts for more than five days after the same becomes due and payable; or
(c) the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) , Section 9.9 or Section 10 ; or
(d) the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a) , (b) and (c) ) or in any other Note Document (other than those referred to in another paragraph of this Section 11 ) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from the Collateral Agent or Holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d) ); or
(e) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in this Agreement or any other Note Document or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or
(f) with respect to any Lease to which the Company or a Subsidiary thereof is a party (other than Leases pursuant to which the Company recognized revenue, in the aggregate, that constituted 10% or less of the total consolidated revenue of the Company and its Subsidiaries (other than Project Finance Subsidiaries) as set forth on the face of the consolidated statements of operations for the four consecutive fiscal quarter period that ended on the date of the financial statements most recently delivered pursuant to Section 7.1 ), (i) any such Lease is declared to be null and void or is otherwise unenforceable, or any party thereto claims that any such agreement is unenforceable (unless, within 90 days after such declaration or claim, replaced by a Lease that complies with the provisions of Section 10.16 ), (ii) one or more payment defaults in an amount in excess of $10,000,000 in the aggregate occurs across all such Leases, after giving effect to any cure periods specified therefor or (iii) any default or event of default (other than those referred to in clause (i) or (ii) of this Section 11(f) ) occurs under any such Lease that could reasonably be expected to have a Material Adverse Effect and such failure continues for more than 90 days; or
 (g) (i) the Certificate of Conveniences and Necessity (#30192, #30026, #30114 and #30191) issued or transferred by the Public Utility Commission of Texas to Sharyland and, prior to the FERC Merger, the FERC Operator, is terminated without being timely replaced, revoked or otherwise is not in effect; or (ii) except as could not reasonably be expected to result in a Material Adverse Effect, any other Required Permit is terminated without being timely replaced (if the terminated Permit continues to be a Required
Annex A- 22
(Amended and Restated Note Purchase Agreement)

Permit), revoked or otherwise is not in effect; provided , however, that the termination without immediate renewal of any franchise agreement pursuant to which the Qualified Lessee operating the applicable portion of the System is authorized to operate the System and collect fees for services shall not constitute an Event of Default if the parties to the franchise agreement continue to perform in accordance with the terms of such agreement notwithstanding the termination; or
(h) any Security Document or any other security document entered into pursuant to Section 9.7 ceases to give the Collateral Agent perfected first priority Liens (subject to Permitted Liens) purported to be created thereby in a material portion of the Collateral, taken as a whole, for any reason other than as expressly permitted hereunder or thereunder (including by amendment, waiver and/or consent granted in accordance with the terms hereunder or thereunder) or satisfaction in full of the Obligations; or any Note Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including by amendment, waiver and/or consent granted in accordance with the terms hereunder or thereunder) or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Note Party contests in any manner the validity or enforceability of any Note Document; or any Note Party denies that it has any further liability or obligation under any Note Document or purports to revoke, terminate or rescind any Note Document, other than, for each of the foregoing, as expressly permitted hereunder or thereunder (including by amendment, waiver and/or consent granted in accordance with the terms hereunder or thereunder) or satisfaction in full of the Obligations; or
(i) without limiting clause (h), (i) the Company or any Specified Qualified Lessee is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least, in the case of the Company or Sharyland, $10,000,000 or, in the case of any other Specified Qualified Lessee, $2,000,000, in each case beyond any period of grace provided with respect thereto, or (ii) the Company or any Specified Qualified Lessee is in default in the performance of or compliance with any term of any evidence of any Indebtedness (including any mortgage, indenture or other agreement relating thereto), which Indebtedness, in the case of the Company or Sharyland, is in an aggregate outstanding principal amount of at least $10,000,000 (for each such Person individually) or, in the case of any other Specified Qualified Lessee, is an amount that could reasonably be expected to result in a Material Adverse Effect, and as a consequence of such default or condition one or more Persons are entitled to declare such Indebtedness to be due and payable before its stated maturity or before its regularly scheduled dates of payment, (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), Indebtedness of the Company or Sharyland in an aggregate outstanding principal amount of at least $10,000,000 (for each such Person individually) has become or has been declared due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iv) a default or an event of default occurs under the 2010 SDTS Note Purchase Agreement or the RBC Agreement, and such failure continues for more than any cure period specified therefor and has not otherwise been waived; or
(j) the Company or Sharyland or, to the extent the same could reasonably be expected to result in a Material Adverse Effect, any other Qualified Lessee (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it or, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or
(k) a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company, any Subsidiary, Sharyland or, to the extent the same could reasonably be expected to result in a Material Adverse Effect, any other Qualified Lessee, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of any such Person or any such petition shall be filed against any such Person and such petition shall not be dismissed within 60 days; or
(l) a final judgment or judgments for the payment of money is rendered against the Company or a Qualified Lessee, in the case of the Company or Sharyland, aggregating in excess of $10,000,000 or $2,000,000, respectively, or, in the case of any other Qualified Lessee, to the extent the same could reasonably be expected to result in a Material Adverse Effect, other than, in each case, judgments payable by the Company or such Qualified Lessee, rendered in connection with the condemnations in favor thereof, and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or
 (m) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) any Plan shall be “at-
Annex A- 23
(Amended and Restated Note Purchase Agreement)

risk” within the meaning of Section 303 of ERISA as of the last day of any calendar year, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans,  (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or
(n) Hunt Family Members cease to Control Sharyland, or any Person other than a Qualified Lessee shall be the lessee under any lease with respect to the System; or
(o) (i) InfraREIT Partners shall cease to own or control, directly or indirectly, 90% of the outstanding equity interest of the Company; or (ii) Hunt Family Members cease to own and control, directly or indirectly, at least 5% of the outstanding equity interests of InfraREIT Partners, unless in the case of clause (ii), (x) the general partner of InfraREIT Partners has become a publicly held company, or (y) the Company has total assets on its balance sheet valued at $1,000,000,000 or greater.
As used in Section 11(m) , the terms “ employee benefit plan ” and “ employee welfare benefit plan ” shall have the respective meanings assigned to such terms in section 3 of ERISA.
 ARTICLE XII
Remedies on Default, Etc.
 SECTION 12.1. Acceleration .
(a) If an Event of Default with respect to the Company described in Section 11(j) or (k) (other than an Event of Default described in clause (i) of Section 11(j) or described in clause (vi) of Section 11(j) by virtue of the fact that such clause encompasses clause (i) of Section 11(j)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.
(b) If any other Event of Default has occurred and is continuing, any Holder or Holders of more than 51% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.
(c) If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any Holder or Holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.
Upon any Notes becoming due and payable under this Section 12.1 , whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Yield-Maintenance Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.  The Company acknowledges, and the parties hereto agree, that each Holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Yield-Maintenance Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.
 SECTION 12.2.   Other Remedies .  If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1  , the Holder of any Note at the time outstanding may proceed to protect and enforce the rights of such Holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.
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(Amended and Restated Note Purchase Agreement)

SECTION 12.3.   Rescission .  At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c)  , the Holders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Yield-Maintenance Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Yield-Maintenance Amount, if any, and (to the extent permitted by applicable law) any over due interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17 , and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes.  No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.
 SECTION 12.4.   No Waivers or Election of Remedies, Expenses, Etc  .  No course of dealing and no delay on the part of any Holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Holder’s rights, powers or remedies.  No right, power or remedy conferred by this Agreement or by any Note upon any Holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.  Without limiting the obligations of the Company under Section 15 , the Company will pay to the Holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such Holder incurred in any enforcement or collection under this Section 12 , including, without limitation, reasonable attorneys’ fees, expenses and disbursements.
 ARTICLE XIII
Registration; Exchange; Substitution of Notes.
 SECTION 13.1.   Registration of Notes  .  The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes.  The name and address of each Holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register.  Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary.  The Company shall give to any Holder of a Note that is an Institutional Investor, promptly upon request therefor, a complete and correct copy of the names and addresses of all registered Holders of Notes. In addition to and not in limitation of any representations contained herein, each Holder acknowledges and agrees that the Notes have not been registered under the Securities Act and may not be transferred except pursuant to registration or an exemption therefrom and in compliance with Section 13.2(b) hereof.
 SECTION 13.2.    Transfer and Exchange of Notes.
(a) Subject to compliance with Section 13.2(b) , upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered Holder of such Note or such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note.  Each such new Note shall be payable to such Person as such Holder may request and shall be substantially in the form of Exhibit 1 .  Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon.  The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes.  Notes shall not be transferred in denominations of less than $1,000,000, provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000,000.  Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 6.1 and Section 6.2 .
 (b) Each Holder hereby agrees that it will not offer for sale or sell any of its Notes or disclose any Confidential Information to any prospective transferee of the Notes, other than to an Affiliate, or to another Holder without first delivering written notice to the Company (a “ Right of First Offer Notice ”) of its intent to sell such Notes and disclose such Confidential Information.  Such Right of First Offer Notice shall contain a reasonably detailed description of the proposed terms of such sale, including, without limitation, the proposed purchase price (the “ Proposed Purchase Price ”) for such Notes and the names of up to ten prospective purchasers.  If the Company so desires it may, within 5 Business Days of the receipt of such Right of First Offer Notice, inform such Holder in writing of its intent to purchase, or have an Affiliate or Institutional Investor designated by the Company purchase, such Notes (a “ Purchase Notice ”) from the Holder delivering such Right of First Offer Notice at the Proposed Purchase Price, provided ,
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(Amended and Restated Note Purchase Agreement)

however , that if at such time a Default or Event of Default shall have occurred and be continuing, the Company shall not purchase, and shall not allow any Affiliate or Institutional Investor designated by the Company to purchase, the Notes of the Holder delivering such Right of First Offer Notice.  The aggregate principal amount of the Notes specified in such Purchase Notice shall be purchased by the Company, or such Affiliate or Institutional Investor, for the Proposed Purchase Price, together with accrued interest on such Notes to the purchase date, on the date specified by the Company in such Purchase Notice, which shall be not more than 30 days following delivery of such Purchase Notice.  If a Holder does not receive a Purchase Notice from the Company within 5 Business Days after the delivery of a Right of First Offer Notice to the Company, such Holder shall have the right to sell its Notes identified in such Right of First Offer Notice to one or more of the prospective purchasers identified in such Right of First Offer Notice for a price which is not less than the Proposed Purchase Price identified in such Right of First Offer Notice for a period of 120 days from the date of such Right of First Offer Notice.  In the event that the prospective purchasers identified by a Holder in a Right of First Offer Notice shall decline to purchase the Notes within such 120 day period, then the Holder may identify up to 10 additional Institutional Investors through a new Right of First Offer Notice.
 SECTION 13.3.   Replacement of Notes .  Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)  ) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and
(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the Holder of such Note is, or is a nominee for, an original Purchaser or another Holder of a Note with a minimum net worth of at least $100,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or
(b) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.
 ARTICLE XIV
Payments on Notes.
 SECTION 14.1.   Place of Payment .  Subject to Section 14.2  , payments of principal, Yield-Maintenance Amount, if any, and interest becoming due and payable on the Notes shall be made in New York City, New York at the principal office of JPMorgan Chase Bank National Association in such jurisdiction.  The Company may at any time, by notice to each Holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.
 SECTION 14.2.   Home Office Payment .  So long as any Purchaser or its nominee shall be the Holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Yield-Maintenance Amount, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A  , or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1 .  Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2 .  The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2 .
Annex A- 26
(Amended and Restated Note Purchase Agreement)

 ARTIC LE XV
Expenses, Etc.
 SECTION 15.1.   Transaction Expenses  .  Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of one firm of special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other Holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation:
(a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a Holder of any Note, but only to the extent such subpoena or legal proceeding arises out of matters related to the Company,
(b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and
(c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided.  The Company will pay, and will save each Purchaser and each other Holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other Holder in connection with its purchase of the Notes).
 SECTION 15.2.   Survival .  The obligations of the Company under this Section 15  will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.
 ARTICLE XVI
Survival of Representations and Warranties; Entire Agreement.
All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder of a Note; provided , that no representation or warranty shall be deemed to be made as of any time other than the date of execution and delivery of this Agreement or such other document, certificate, instrument or agreement containing such representation or warranty. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement.  Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.
 ARTICLE XVII
Amendment and Waiver.
 SECTION 17.1.   Requirements.
This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5 , 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20 .
Annex A- 27
(Amended and Restated Note Purchase Agreement)

SECTION 17.2.    Solicitati on of Holders of Notes .
(a) Solicitation.   The Company will provide each Holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes.  The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each Holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders of Notes.
(b) Payment.   The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Holder of Notes as consideration for or as an inducement to the entering into by any Holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Holder of Notes then outstanding even if such Holder did not consent to such waiver or amendment.
 SECTION 17.3.   Binding Effect, Etc .  Any amendment or waiver consented to as provided in this Section 17  applies equally to all Holders of Notes and is binding upon them and upon each future Holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver.  No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon.  No course of dealing between the Company and the Holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any Holder of such Note.  As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.
 SECTION 17.4.   Notes Held by Company, Etc  .  Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the Holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.
 ARTICLE XVIII
Notices.
All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid).  Any such notice must be sent:
(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,
(ii) if to any other Holder of any Note, to such Holder at such address as such other Holder shall have specified to the Company in writing, and
(iii) if to the Company, to the Company at 1900 N. Akard Street, Dallas, TX  75201-2300, facsimile: (214) 855-6965 to the attention of W. Kirk Baker, or at such other address as the Company shall have specified to the Holder of each Note in writing.
Notices under this Section 18 will be deemed given only when actually received.
Annex A- 28
(Amended and Restated Note Purchase Agreement)

 ARTICL E XIX
Reproduction of Documents.
This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced.  The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.  This Section 19 shall not prohibit the Company or any other Holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.
 ARTICLE XX
Confidential Information.
For the purposes of this Section 20 , “Confidential Information” means Information delivered to any Purchaser by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement, provided that such term does not include information that:
(a) other than as a result of disclosure by any Purchaser or its employees or agents in violation of this Section 20 was publicly known or otherwise known to such Purchaser prior to the time of such disclosure,
(b) other than as a result of disclosure by any Purchaser or its employees or agents in violation of this Section 20 subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf,
(c) other than as a result of disclosure by any Purchaser or its employees or agents in violation of this Section 20 otherwise becomes known to such Purchaser other than through disclosure by the Company or
(d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available.
“ Information ” means information concerning the Company or its Subsidiaries, irrespective of its source or form of communication, furnished by or on behalf of the Company or any of its Subsidiaries, including without limitation notes, analyses, compilations, studies or other documents or records prepared by any Purchaser, which contain or reflect or were generated from information supplied by or on behalf of the Company or its Subsidiaries. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to:
(i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes),
(ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20 ,
(iii) any other Holder of any Note,
(iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20 ),
(v) any Person from which it offers to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20 ),
(vi) any federal or state regulatory authority having jurisdiction over such Purchaser,
Annex A- 29
(Amended and Restated Note Purchase Agreement)

(vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or
(viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes and this Agreement.
Each Holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement.  On reasonable request by the Company in connection with the delivery to any Holder of a Note of information required to be delivered to such Holder under this Agreement or requested by such Holder (other than a Holder that is a party to this Agreement or its nominee), such Holder will enter into an agreement with the Company embodying the provisions of this Section 20 .
 ARTICLE XXI
Substitution of Purchaser.
Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6 .  Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21 ), shall be deemed to refer to such Affiliate in lieu of such original Purchaser.  In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21 ), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original Holder of the Notes under this Agreement.
 ARTICLE XXII
Miscellaneous.
 SECTION 22.1.   Successors and Assigns  .  All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent Holder of a Note) whether so expressed or not.
 SECTION 22.2.   Payments Due on Non-Business Days .  Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.4  that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Yield-Maintenance Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.
 SECTION 22.3.   Accounting Terms  .  All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP.  Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP.  For purposes of determining compliance with any financial covenants contained in this Agreement, any election by the Company to measure an item of Indebtedness using fair value (as permitted by Statement of Financial Accounting Standards No. 159 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.
Annex A- 30
(Amended and Restated Note Purchase Agreement)

SECTION 22.4.   Severability  .  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without inval idating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.
 SECTION 22.5.   Construction, etc.  .  Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant.  Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.  For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.
 SECTION 22.6.   Counterparts  .  This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.
 SECTION 22.7.   Governing Law  .  This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.
 SECTION 22.8.    Jurisdiction and Process; Waiver of Jury Trial.
(a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes.  To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
(b) The Company consents to process being served by or on behalf of any Holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such Holder shall then have been notified pursuant to said Section.  The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it.  Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.
(c) In addition to and notwithstanding the provisions of Section 22.8(b) above, the Company hereby irrevocably appoints CT Corporation System as its agent to receive on its behalf and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding.  Such service may be made by mailing or delivering a copy of such process to the Company, in care of the process agent at 111 Eighth Avenue, 13 th Floor, New York, New York 10011, and the Company hereby irrevocably authorizes and directs the process agent to accept such service on its behalf.  If for any reason the process agent ceases to be available to act as process agent, the Company agrees immediately to appoint a replacement process agent satisfactory to the Required Holders.
(d) Nothing in this Section 22.8 shall affect the right of any Holder of a Note to serve process in any manner permitted by law, or limit any right that the Holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.
(e) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.
 SECTION 22.9.   Transaction References  .  The Company and the Holders shall not refer to the other on an internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium, except with the referenced party’s prior written consent, which may be withheld at its sole discretion.
*  *  *  *  *

 
Annex A- 31
(Amended and Restated Note Purchase Agreement)

PURCHASER SCHEDULE
Sharyland Distribution & Transmission Services, LLC
7.25% Senior Notes due 2029
 
 	 	 	Aggregate Principal	 	 	 	 	 	
 	 	 	Amount of Notes	 	 	Note	 	
 	 	 	to be Purchased	 	 	Denomination(s)	 	
 	 	 	 	 	 	 	 	 	 	
 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	 	$	13,500,000	 	 	$	13,500,000	 	
 	 	 	 	 	 	 	 	 	 	
(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	JPMorgan Chase Bank	 	 	 	 	 	 	 	 	
 	New York, NY	 	 	 	 	 	 	 	 	
 	ABA No.:  021-000-021	 	 	 	 	 	 	 	 	
 	Account Name:  Prudential Managed Portfolio	 	 	 	 	 	 	 	 	
 	Account No.:  P86188 (please do not include spaces)	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Each such wire transfer shall set forth the name of the Company, a reference to “7.25% Senior Notes due 2029, Security No. INV10794, PPN 82011@ AA1” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(2)	Address for all notices relating to payments:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	The Prudential Insurance Company of America	 	 	 	 	 	 	 	 	
 	c/o Investment Operations Group	 	 	 	 	 	 	 	 	
 	Gateway Center Two, 10th Floor	 	 	 	 	 	 	 	 	
 	100 Mulberry Street	 	 	 	 	 	 	 	 	
 	Newark, NJ 07102-4077	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Attention:  Manager, Billings and Collections	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(3)	Address for all other communications and notices:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	The Prudential Insurance Company of America	 	 	 	 	 	 	 	 	
 	c/o Prudential Capital Group	 	 	 	 	 	 	 	 	
 	2200 Ross Avenue, Suite 4200E	 	 	 	 	 	 	 	 	
 	Dallas, TX 75201	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Attention:  Managing Director, Electric Finance Group	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(4)	Recipient of telephonic prepayment notices:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Manager, Trade Management Group	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Telephone:  (973) 367-3141	 	 	 	 	 	 	 	 	
 	Facsimile:   (888) 889-3832	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(5)	Address for Delivery of Notes:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Send physical security by nationwide overnight delivery service to:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Prudential Capital Group	 	 	 	 	 	 	 	 	
 	2200 Ross Avenue, Suite 4200E	 	 	 	 	 	 	 	 	
 	Dallas, TX 75201	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Attention:  William H. Bulmer	 	 	 	 	 	 	 	 	
 	Telephone:  (214) 720-6204	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(6)	Tax Identification No.:  22-1211670	 	 	 	 	 	 	 	 	
Schedule A- 1
(To Annex A)

 
 	 	 	Aggregate Principal	 	 	 	 	 	
 	 	 	Amount of Notes	 	 	Note	 	
 	 	 	to be Purchased	 	 	Denomination(s)	 	
 	 	 	 	 	 	 	 	 	 	
 	PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY	 	$	40,000,000	 	 	$	40,000,000	 	
 	 	 	 	 	 	 	 	 	 	
(1)	All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	JP Morgan Chase Bank	 	 	 	 	 	 	 	 	
 	New York, NY	 	 	 	 	 	 	 	 	
 	ABA No. 021000021	 	 	 	 	 	 	 	 	
 	Account Name:  PRIAC	 	 	 	 	 	 	 	 	
 	Account No. P86329 (please do not include spaces)	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Each such wire transfer shall set forth the name of the Company, a reference to “7.25% Senior Notes due 2029, Security No. INV10794, PPN 82011@ AA1” and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(2)	Address for all notices relating to payments:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Prudential Retirement Insurance and Annuity Company	 	 	 	 	 	 	 	 	
 	c/o Prudential Investment Management, Inc.	 	 	 	 	 	 	 	 	
 	Private Placement Trade Management	 	 	 	 	 	 	 	 	
 	PRIAC Administration	 	 	 	 	 	 	 	 	
 	Gateway Center Four, 7th Floor	 	 	 	 	 	 	 	 	
 	100 Mulberry Street	 	 	 	 	 	 	 	 	
 	Newark, NJ 07102	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Telephone:  (973) 802-8107	 	 	 	 	 	 	 	 	
 	Facsimile:   (888) 889-3832	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(3)	Address for all other communications and notices:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Prudential Retirement Insurance and Annuity Company	 	 	 	 	 	 	 	 	
 	c/o Prudential Capital Group	 	 	 	 	 	 	 	 	
 	2200 Ross Avenue, Suite 4200E	 	 	 	 	 	 	 	 	
 	Dallas, TX 75201	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Attention:  Managing Director, Electric Finance Group	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(4)	Address for Delivery of Notes:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Send physical security by nationwide overnight delivery service to:	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Prudential Capital Group	 	 	 	 	 	 	 	 	
 	2200 Ross Avenue, Suite 4200E	 	 	 	 	 	 	 	 	
 	Dallas, TX 75201	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	Attention:  William H. Bulmer	 	 	 	 	 	 	 	 	
 	Telephone:  (214) 720-6204	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
(5)	Tax Identification No.:  06-1050034	 	 	 	 	 	 	 	 	

 
Schedule A- 2
(To Annex A)

DEFINED TERMS
As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:
“ 2010 SDTS Note Agreement ” means the Note Purchase Agreement, dated July 13, 2010, among the Company and the holders of the 2030 Notes, as the same may be amended, restated, supplemented or otherwise modified from time to time.
“ 2030 Notes ” means the Company’s 6.47% Senior Notes due September 30, 2030, issued under the 2010 SDTS Note Agreement.
“ Additional Financial Covenants ” shall have the meaning given to it in Section 10.19 hereof.
“ Affiliate ” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person and, with respect to the Company, shall include any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interest of the Company or any corporation of which the Company beneficially owns or holds, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests; provided, however, that this definition shall at all times exclude owners or investors in InfraREIT Partners, L.P., except for Hunt Family Members.  Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.
“ Agreement ” is defined in the introductory paragraph of this Agreement.
“ Amortization Schedule ” is defined in Section 8.1(a) .
“ Anti-Terrorism Order ” means Executive Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.
“ Approved Accountant ” is defined in Section 7.1(b)(A) .
“ Blocked Person ” means (i) an OFAC Listed Person, (ii) an agent, department, or instrumentality of, or a Person otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (iii) a Person otherwise blocked, subject to sanctions under or engaged in any activity in violation of U.S. Economic Sanctions.
“ Business Day ” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.
“ Capital Lease ” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.
“ Capital Stock ” of any Person shall mean any and all shares, interests, rights to purchase, warrants, options, participation, patronage capital or other equivalents of or interest in (however designated) equity of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest.
“ Cash Flow ” means, for any period, the sum of the following (without duplication):  (i) all cash paid to the Company during such period under the Leases, (ii) all cash distributions received by the Company from Project Finance Subsidiaries of the Company during such period, (iii) all interest and investment earnings, if any, paid to the Company during such period on amounts on deposit in the account created under the Deposit Agreement, (iv) revenues, if any, received by or on behalf of the Company during such period under any insurance policy as business interruption insurance proceeds, (v) direct cash equity investments made by TDC in the Company during such period (excluding equity contributed to a Project Finance Subsidiary) in an amount not greater than the amount necessary to cause the Company to be in compliance with the financial covenants set forth in Section 9.9 (each such investment, an “ Equity Cure ”); provided , however , that during any period of four consecutive fiscal quarters, “Cash Flow” shall include an Equity Cure in no more than two of such quarters and (vi) proceeds of any borrowing made after the date hereof to the extent used to finance the payment of bullet or balloon installments of Indebtedness for borrowed money.
Schedule B- 1
(To Annex A)

“ Cash Flow Available for Debt Service ” for any period, means (i) Cash Flow received during such period minus (ii) (A) all O&M Costs paid during such period and (B) if an Equity Cure has been made in any fiscal quarter during the period for which Cash Flow Available for Debt Service is calculated, the lesser of the aggregate amount of (x) such Equity Cure during such period and (y) the aggregate amount of cash distributions paid by the Company during such period.
“ CISADA ” means the Comprehensive Iran Sanctions, Accountability and Divestment Act.
“ Closing ” is defined in Section 3 .
“ Closing Date ” means December 31, 2009.
“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.
“ Collateral ” means, collectively, the collateral described in each of the Security Documents.
“ Collateral Agency Agreement ” means the Second Amended and Restated Collateral Agency Agreement, dated as of the Third Amendment Date, among the Collateral Agent, the Company, the Holders and the holders of the other Permitted Secured Indebtedness from time to time party thereto (as the same may be amended, restated, amended and restated, supplemented, joined or otherwise modified from time to time).
“ Collateral Agent ” means The Bank of New York Mellon Trust Company, N.A., a national association, acting in its capacity as collateral agent for itself and the other Secured Parties, or its successors in such capacity appointed pursuant to the terms of the Collateral Agency Agreement.
“ Company ” means Sharyland Distribution & Transmission Services, L.L.C., a Texas limited liability company, or any successor that becomes such in the manner prescribed in Section 10.2 .
“ Confidential Information ” is defined in Section 20 .
“ Consolidated Net Plant ” means, with respect to any Person, as of the date of determination, the net plant set forth on the face of the consolidated balance sheet of such Person or absent such amount on the consolidated balance sheet, the total plant of such Person on a consolidated basis minus accumulated depreciation set forth in the footnotes of the consolidated financial statements, in each case for the fiscal quarter ended on the date of the last financial statements delivered pursuant to Section 7.1.
“ Consolidated Qualified Lessee ” shall mean any Qualified Lessee that is consolidated into the financial statements of another Qualified Lessee.
“ Contractual Obligation ” shall mean as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“ Contribution Agreement ” means the Contribution Agreement, dated as of December 31, 2009, between Sharyland and the Company.
“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.
“ Controlled Entity ” means (i) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (ii) if the Company has a parent company, such parent company and its Controlled Affiliates.
“ CREZ Lease ” shall mean (A) prior to the effectiveness of the CREZ Lease Amendment and Restatement, the Amended and Restated Lease Agreement (CREZ Assets) dated as of April 30, 2013, between SP, as lessor, and Sharyland, as lessee, and (B) upon the effectiveness of the CREZ Lease Amendment and Restatement, the CREZ Lease Amendment and Restatement, as such lease may be amended, restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section 9.8(b) and/or 10.12 of this Agreement, as applicable.
Schedule B- 2
(To Annex A)

“ CREZ Lease Amendment and Restatement ” shall mean the Second Amended and Restated Lease Agreement (CREZ Assets), between SP, as lessor, and Sharyland, as lessee, with respect to the CREZ Project.
“ CREZ Project ” shall mean the five transmission lines, four substations and other facilities in Texas identified and awarded to Sharyland by the Public Utility Commission of Texas (the “PUCT”) in Docket Number 37902.
“ Cross Valley Project ” means  the approximately 49 mile transmission line in South Texas near the Mexican border, known as the “North Edinburg to Loma Alta 345 kV single-circuit transmission line” project, subsequently, renamed as the “North Edinburg to Palmito 345 kV double-circuit transmission line” project, which is built on double-circuit capable structures and the Palmito substation located on the eastern terminus of the Cross Valley Project.  The Cross Valley Project  is part of a 100 mile transmission line, which is jointly developed and permitted by Sharyland and Electric Transmission Texas.
“ Cross Valley Project Transfer ” shall mean the sale and Transfer of all of the Capital Stock of CV Project Entity, L.L.C., a Project Finance Subsidiary of the Company, to Cross Valley Partnership, L.P., a Person Controlled by one or more Hunt Family Members, for a purchase price at least equal to the Cross Valley Project’s rate base cost at such time.
“ Debt Service ” for any period, the aggregate (without duplication) of (i) all amounts of interest on the Notes and in respect of other Indebtedness of the Company required to be paid during such period, plus (ii) all amounts of principal on the Notes and in respect of other Indebtedness of the Company or required to be paid during such period, excluding any optional prepayments of principal during such period, plus (iii) all other premiums, fees, costs, charges, expenses and indemnities due and payable to the Holders or the other Secured Parties and holders of other Indebtedness of the Company or and agents acting on their behalf during such period.
“ Debt Service Coverage Ratio ” means, for each period of four consecutive fiscal quarters, the quotient of (i) Cash Flow Available for Debt Service for such period to (ii) Debt Service for such period.  If, during any period, the Company and/or any Subsidiary enters into a transaction or series of related transactions not prohibited by this Agreement (including by waiver, consent or amendment given or made in accordance with Article XVII) pursuant to which the Company and/or any Subsidiary acquires or disposes of any assets with a fair market value greater than $1,000,000, the Debt Service Coverage Ratio shall be calculated on a pro forma basis after giving effect to such transaction or series of related transactions as a whole (including any related incurrence, repayment or assumption of Indebtedness), and such transaction or series of related transactions (including any related incurrence, repayment or assumption of Indebtedness) shall be deemed to have occurred as of the first day of the applicable period.
“ Deeds of Trust ” means (i) the Amended and Restated First Lien Deed of Trust, Security Agreement and Fixture Filing (Texas) and each First Lien Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing (Texas) by and from the Company, as grantor, to Peter M. Oxman, as trustee, for the benefit of the Collateral Agent and the other Secured Parties, dated as of July 13, 2010, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time and (ii) each other deed of trust by and from the Company, as grantor, for the benefit of the Collateral Agent and the other Secured Parties entered into from time to time.
“ Default ” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.
“ Default Rate ” means that rate of interest per annum from time to time equal to the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes, and (ii) 2% over the rate of interest publicly announced by The Bank of New York Mellon from time to time in New York as its “base” or “prime” rate.
“ Deposit Agreement ” means the Amended and Restated Deposit Account Control Agreement, dated as of the Third Amendment Date, among the Company, the Collateral Agent and Bank of America, N.A.
“ Designated Jurisdiction ” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
“ Development Agreement ” means that certain Development Agreement to be entered into among Hunt Transmission Services, L.L.C., Sharyland, InfraREIT and/or InfraREIT Partners in connection with one or more New Projects, pursuant to which Hunt Transmission Services, L.L.C. has granted InfraREIT a right of first offer related to the New Projects identified therein, as amended from time to time in accordance with its terms.
Schedule B- 3
(To Annex A)

“ Disclosure Documents ” is defined in Section 5.3 .
“ Distributions ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Capital Stock or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.
“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials.
“ ERCOT ” means the Electric Reliability Council of Texas or any successor thereto.
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.
“ Event of Default ” is defined in Section 11 .
“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time.
“ FERC ” means the Federal Energy Regulatory Commission, or any successor agency to its duties and responsibilities.
“ FERC Lease ” shall mean (A) prior to the effectiveness of the FERC Lease Amendment and Restatement, the Second Amended and Restated Lease Agreement, dated as of July 1, 2012, between FERC Owner and FERC Operator and (B) upon the effectiveness of the FERC Lease Amendment and Restatement, the FERC Lease Amendment and Restatement, as such lease may be amended, restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section 9.8(b) and/or 10.12 of this Agreement, as applicable.
“ FERC Lease Amendment and Restatement ” shall mean the Third Amended and Restated Lease Agreement (Stanton Transmission Loop Assets) between FERC Owner, as lessor, and FERC Operator, as lessee.
“ FERC Lease Assumptions ” shall mean the anticipated assumptions of the FERC Lease in connection with the FERC Merger (i) by the Company as the lessor thereunder, as successor in interest to FERC Owner and (ii) by Sharyland of the FERC Lease as the lessee, as successor in interest to the FERC Operator.
“ FERC Merger ” shall mean the anticipated transaction or series of transactions pursuant to which SDTS FERC L.L.C. will merge into the Company and SU FERC L.L.C. will merge into Sharyland.
“ FERC Operator ” shall mean (A) prior to the FERC Merger,  SU FERC, L.L.C., a Subsidiary of Sharyland, and (B) upon the completion of the FERC Merger, Sharyland.
“ FERC Owner ” shall mean (A) prior to the FERC Merger, SDTS FERC, L.L.C., a Subsidiary of the Company, and (B) upon the completion of the FERC Merger, the Company.
“ Financing Documents ” means, collectively, this Agreement, the 2010 SDTS Note Agreement, the Notes, the 2030 Notes, the RBC Agreement, the Security Documents, any other documents, agreements or instruments entered into in connection with any of the foregoing and any other documents, agreements or instruments from time to time constituting “ Financing Agreements ” under the Collateral Agency Agreement.
Schedule B- 4
(To Annex A)

“ Force Majeure Event ” means any claim of force majeure by any Person under any Material Project Document, which would allow such Person to avoid all or any material part of its obligations thereunder and any other fire, explosion, accident, strike, slowdown or stoppage, lockout or other labor dispute (whether pending or, to the Company’s knowledge threatened), drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or other casualty (whether or not covered by insurance), that could reasonably be expected to result in a Material Adverse Effect.
“ Fourth Amendment Date ” means September 28, 2015.
“ FPA ” means the Federal Power Act, 16 U.S.C. §§791 et seq., as amended, and the regulations of the FERC thereunder.
“ GAAP ” means generally accepted accounting principles as in effect in the United States of America.  In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, ratios, standards or terms in this Agreement, then the Company and the Holders agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the financial condition of the Company and Sharyland shall be the same after such Accounting Changes as if such Accounting Changes had not been made.  Until such time as such an amendment shall have been executed and delivered by the Company and the Holders, all financial covenants, ratios, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred.  “ Accounting Changes ” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.
“ Golden Spread Project ” shall mean a new 345 kilovolt transmission line that will be approximately 55 miles long and will connect the Golden Spread Electric Cooperative, Inc. Antelope-Elk Energy Center in Hale County, approximately 1.6 miles north of the City of Abernathy on County Road P, to the proposed White River Station that will be built by Sharyland in Floyd County, approximately 9 miles northwest of the City of Floydada and 1.1 miles east of the intersection of County Road 231 and County Road 200 and the Abernathy substation that is located in the western portion of the transmission line.
“ Golden Spread Project Transfer ” shall mean the sale and Transfer of all of the Capital Stock of GS Project Entity to a Person Controlled by one or more Hunt Family Members for a purchase price at least equal to the Golden Spread Project’s rate base cost at such time.
“ Good Utility Practices ” means “Good Utility Practice” as defined from time to time by the Public Utility Commission of Texas.
“ Governmental Authority ” means
(a) the government of:
(i) the United States of America or any State or other political subdivision thereof, or
(ii) any other jurisdiction in which the Company conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company, or
(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government, or
(c) ERCOT, or
(d) the Texas Regional Entity.
“ GS Project Entity ” means a Project Finance Subsidiary of the Company created to finance and develop the Golden Spread Project.
Schedule B- 5
(To Annex A)

“ Guaranty ” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any Indebtedness of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:
(a) to purchase such Indebtedness or any property constituting security therefor;
(b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such Indebtedness;
(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such Indebtedness of the ability of any other Person to make payment of the Indebtedness; or
(d) otherwise to assure the owner of such Indebtedness against loss in respect thereof.
The amount of any Guaranty shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation (or, if less, the maximum amount for which such Guaranty is made) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.
“ Hazardous Material ” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.
“ Holder ” means, with respect to any Note the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1.
“ Hunt Family Members ” means (i) Ray L. Hunt; (ii) the spouse of Ray L. Hunt and each of his children and siblings; (iii) the spouse and lineal descendants of any Person identified in the foregoing clause (ii); (iv) any trust or account primarily for the benefit of any Person or Persons identified in the foregoing clauses (i), (ii) or (iii); (v) any corporation, partnership or other entity in which any of the Persons identified in the foregoing clauses (i), (ii), (iii) or (iv) are the beneficial owners of substantially all of the shares of capital stock, membership interests, partnership interests or other equity interests and options or warrants to acquire, or securities convertible into, capital stock, membership interests, partnership interests, or other equity securities of an entity; and (vi) the personal representative or guardian of any of the Persons identified in the foregoing clauses (i), (ii) and (iii) upon such Person’s death for purposes of the administration of such Person’s estate or upon such Person’s disability or incompetency for purposes of protection and management of the assets of such Person.
“ Indebtedness ” with respect to any Person means, at any time, without duplication,
(a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;
(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);
(c) (i) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities which would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases; provided , however , that for purposes of this definition (including with respect to clauses (i) and (ii) hereof), the System Leases, any other Lease and any similar lease shall not be treated as a capital lease;
(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);
Schedule B- 6
(To Annex A)

(e) all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money); provided , however , that for purposes of this definition, any surety bonds or indemnification agreements entered into by Sharyland (with respect to which the Company or a subsidiary thereof has a reimbursement or backstop obligation) in connection with condemnation proceedings shall be excluded;
(f) the aggregate Swap Termination Value of all Swap Contracts of such Person; and
(g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.
Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.
“ InfraREIT ” shall mean InfraREIT, L.L.C., a Delaware limited liability company, and its successors.
“ InfraREIT Partners ” shall mean InfraREIT Partners, LP, a Delaware limited partnership.
“ Institutional Investor ” means (a) any Purchaser of a Note, (b) any Holder of a Note holding (together with one or more of its Affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any Holder of any Note.
“ Investments ” has the meaning given to it in Section 10.7.
“ Investment Grade Credit Rating ” means with respect to any Person, a rating of the long-term unsecured debt securities of such Person (or if such rating is unavailable, issuer rating) equal to or higher than (1) “BBB-” (or the equivalent) with a stable or better outlook by Standard & Poor’s Financial Services LLC, or (2) “Baa3” (or the equivalent) with a stable or better outlook by Moody’s Corporation; provided , that if such Person has a rating from both Standard & Poor’s Financing Services LLC and Moody’s Corporation, then the applicable rating shall be deemed to be the lower of the two.
“ Leased Consolidated Net Plant ” shall mean that portion of the Consolidated Net Plant of the lessor of a Lease between such lessor and a Qualified Lessee that is the subject of such Lease.
“ Leases ” means (i) the System Leases, the CREZ Lease, the FERC Lease and any other leases of transmission and distribution and related assets to a Qualified Lessee under which the Company or any Subsidiary of the Company is a party as a lessor and (ii) any lease of transmission and distribution and related assets pursuant to which Sharyland is the lessee and a Subsidiary of Sharyland or another Person Controlled by one or more Hunt Family Members is the lessor; provided, no such lease will qualify as a “Lease” hereunder if each of the three following criteria apply; (x) Sharyland is the lessee, (y) cash rental payments have become due and payable pursuant thereto and (z) none of the Company, a Subsidiary of the Company or a Subsidiary of Sharyland is the lessor.
“ Lien ” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person, in each case, in the nature of a security interest of any kind or nature whatsoever.
“ Material Adverse Effect ” means a material adverse effect upon and/or material adverse developments with respect to (a) the operations, business, assets, properties, liabilities or financial condition of the Company and its Subsidiaries (taken as a whole); (b) the ability of the Note Parties (taken as a whole) to perform their obligations under the Note Documents; (c) the legality, validity or enforceability of this Agreement or any other Note Document or the rights or remedies of the Collateral Agent or the Holders hereunder or thereunder or (d) the validity, perfection or priority of the Collateral Agent’s Liens on any material Collateral.
“ Material Project Document ” means (i) any contract or agreement that is related to the ownership, operation, maintenance, management service, repair or use of the System entered into by the Company or any Subsidiary subsequent to the Third Amendment Date that involves full payments or obligations of the Company or any Subsidiary in excess of $5,000,000 in any calendar year, and (ii) System Leases, but shall exclude any documents subject to Section 10.12 herein.
Schedule B- 7
(To Annex A)

“ Maturity Date ” means December 30, 2029.
“ McAllen Lease ” shall mean (A) prior to the effectiveness of the McAllen Lease Amendment and Restatement, the Second Amended and Restated Master System Lease Agreement, dated as of July 1, 2012, between Company, as lessor, and Sharyland, as lessee, and (B) upon the effectiveness of the McAllen Lease Amendment and Restatement, the McAllen Lease Amendment and Restatement, as such lease may be amended, restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section 9.7(b) and/or 10.12 of this Agreement, as applicable.
“ McAllen Lease Amendment and Restatement ” shall mean the Third Amended and Restated Master System Lease Agreement (McAllen System), between the Company, as lessor, and Sharyland, as lessee.
“ Moody’s ” means Moody’s Investors Service, Inc.
“ Multiemployer Plan ” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).
“ NAIC ” means the National Association of Insurance Commissioners or any successor thereto.
“ New Project ” shall mean any transmission or distribution project, including any such project acquired or built by a Project Finance Subsidiary, any “Footprint Project” (as defined in the Leases) that the Company or a Subsidiary of the Company funds pursuant to a Lease and any such project that InfraREIT or a Subsidiary thereof acquires pursuant to the Development Agreement, including, for the avoidance of doubt, the Cross Valley Project and the Golden Spread Project.
“ Non-Recourse Debt ” means Indebtedness of a Project Finance Subsidiary or a Subsidiary of Sharyland, as the case may be, that, if secured, is secured solely by a pledge of collateral owned by such Project Finance Subsidiary or such Subsidiary of Sharyland, as the case may be, and the Capital Stock in such Project Finance Subsidiary or such Subsidiary of Sharyland, as the case may be, and for which no Person other than such Project Finance Subsidiary or such Subsidiary of Sharyland, as the case may be, is personally liable.
“ Notes ” is defined in Section 1 .
“ Note Documents ” means this Agreement, the Notes, the Security Documents, the Subsidiary Guaranties and any amendment, waiver, supplement or other modification to any of the foregoing.
“ Note Parties ” means the Company and each Subsidiary that is a party to a Note Document, as applicable.
“ O&M Costs ” means actual cash management and operation costs of the Company, taxes payable by the Company, insurance premiums, consumables, fees and expenses of, and other amounts owing to, the Collateral Agent and the depositary under the Deposit Agreement, and other costs and expenses in connection with the management or operation of the Company, but exclusive in all cases of (a) non-cash charges, including depreciation or obsolescence charges or reserves therefor, amortization of intangibles or other bookkeeping entries of a similar nature, (b) all other payments of Debt Service and Yield-Maintenance Amounts, if any, (c) costs of repair or replacement paid with insurance proceeds and (d) development costs related to any Project Finance Subsidiary.
“ Obligation ” means any loan, advance, debt, liability, and obligation of performance, howsoever arising, owed by the Company to the Collateral Agent or the Holders of any kind or description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of this Agreement, any Note or any of the other Note Documents, including all principal, interest, Yield-Maintenance Amounts, fees, charges, expenses, attorneys’ fees and accountants fees payable or reimbursable by the Company under this Agreement or any of the other Note Documents.
“ OFAC ” means the Office of Foreign Assets Control, United States Department of the Treasury.
“ OFAC Listed Person ” means a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC.
“ OFAC Sanctions Program ” shall mean any economic or trade sanction that OFAC is responsible for administering and enforcing.  A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.
Schedule B- 8
(To Annex A)

“ Officer’s Certificate ” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.
“ Payment Date ” means March 30, 2010 and the 30th day of June, September, December and March thereafter up to the Maturity Date, and the Maturity Date.
“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.
“ Permit ” means any action, approval, consent, waiver, exemption, variance, franchise, order, permit, authorization, right or license of or from a Governmental Authority, provided that interests or estates in real property, shall not be considered Permits.
“ Permitted Investment ” means any (a) marketable direct obligation of the United States of America, (b) marketable obligation directly and fully guaranteed as to interest and principal by the United States of America, (c) demand deposit with Bank of America N.A., or time deposit, certificate of deposit and banker’s acceptance issued by any member bank of the Federal Reserve System which is organized under the laws of the United States of America or any state thereof or any United States branch of a foreign bank, in each case whose equity capital is in excess of $500,000,000 and whose long-term debt securities are rated “A” or better by S&P and “A2” or better by Moody’s, (d) commercial paper or tax exempt obligations given the highest rating by Moody’s and S&P, (e) obligations of a commercial bank described in clause (c) above, in respect of the repurchase of obligations of the type as described in clauses (a) and (b) hereof, provided that such repurchase obligation shall be fully secured by obligations of the type described in said clauses (a) and (b) and the possession of such obligation shall be transferred to, and segregated from other obligations owned by, any such bank, (f) instrument rated “AAA” by S&P and “Aaa” by Moody’s issued by investment companies and having an original maturity of 180 days or less, (g) eurodollar certificates of deposit issued by any bank described in clause (c) above, and (h) marketable security rated not less than “A-1” by S&P or not less than “Prime-1” by Moody’s.  In no event shall Permitted Investments include any obligation, certificate of deposit, acceptance, commercial paper or instrument which by its terms matures (A) more than 180 days after the date of investment, unless a bank meeting the requirements of clause (c) above shall have agreed to repurchase such obligation, certificate of deposit, acceptance, commercial paper or instrument at its purchase price plus earned interest within no more than 90 days after its purchase thereunder or (B) after the next Payment Date.
“ Permitted Lien ” is defined in Section 10.5 .
“ Permitted Secured Indebtedness ” has the meaning given to it in the Collateral Agency Agreement.
“ Person ” means an individual, partnership, corporation, cooperative corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.
“ Plan ” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.
“ Pledge Agreement ” means the Amended and Restated Assignment of Membership Interests and Pledge Agreement, dated as of the Third Amendment Date, by TDC, with respect to its membership interests in the Company, to the Collateral Agent.
“ Preferred Stock ” means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.
“ Project Finance Subsidiary ” means a special purpose Subsidiary of a Person created to develop a New Project and to finance such New Project solely with Non-Recourse Debt and equity (including, for the avoidance of doubt, CV Project Entity, L.L.C.).
“ property ” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.
“ PTE ” is defined in Section 6.2(a) .
“ Purchaser ” is defined in the first paragraph of this Agreement.
Schedule B- 9
(To Annex A)

“ Qualified Institutional Buyer ” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.
“ Qualified Lessee ” means Sharyland and/or any other utility that is (x) approved or authorized by the applicable public utility commission or similar regulatory authority to operate and/or lease the transmission and/or distribution assets of the Company or any Subsidiary and (y) a party to a then-effective lease agreement with the Company or a Subsidiary thereof pursuant to which such utility leases and operates such entity’s transmission and/or distribution assets.
“ Qualified Lessee Affiliate Loan ” means loans made by InfaREIT Partners or a Subsidiary thereof to Qualified Lessees from time to time in an aggregate principal amount not to exceed $10,000,000 at any time outstanding as long as the use of proceeds of such loans is limited to the acquisition or financing of equipment or other assets used in the Qualified Lessee’s operation or lease of transmission or distribution assets from the Company or a Subsidiary thereof pursuant to a Lease.
“ Qualifying IPO ” means an initial public offering of the Capital Stock of InfraREIT pursuant to a registration statement filed with the SEC.
“ RBC ” means Royal Bank of Canada, a Canadian banking institution.
“ RBC Agreement ” means that certain Third Amended and Restated Credit Agreement, dated as of the Third Amendment Date, among the Company, as borrower, the lenders from time to time party thereto and RBC, administrative agent, as the same may be amended, restated, supplemented and otherwise modified from time to time.
“ Real Property Collateral ” means any fee owned real property (other than easements and rights of way) with a fair market value in excess of $3,000,000.
“ Related Fund ” means, with respect to any Holder of any Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such Holder, the same investment advisor as such Holder or by an Affiliate of such Holder or such investment advisor.
“ Required Holders ” means, at any time, the Holders of at least 51% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).
“ Required Permit ” means all governmental and third party licenses, permits, franchises, authorizations, patents, copyright, proprietary software, service marks, trademarks and trade names, or rights thereto, that are material to the ownership, leasing, operating and maintenance of the System, including the permits listed on Schedule 5.12(a).
“ Requirements of Law ” means as to any Person, the certificate of incorporation or formation and by-laws or partnership or operating agreement or other organizational or governing documents of such Person, and any local, state or Federal law, regulation, rule, ordinances or determination, interpretation or order of an arbitrator or a court or other Governmental Authority, and any Required Permit, in each case applicable to or binding upon such Person or any of its properties or its business or to which such Person or any of its properties or its business is subject.
“ Responsible Officer ” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.
“ Restricted Payment Conditions ” is defined in Section 10.9 .
“ ROFO Transfer ” shall mean the sale and Transfer to Persons Controlled by one or more Hunt Family Members of any assets located in the Texas Panhandle related to the CREZ Project that are categorized as ROFO Projects under the Development Agreement with an aggregate fair market value not to exceed $5,000,000.
“ Sanctions ” means any international economic sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.
“ SEC ” shall mean the Securities and Exchange Commission of the United States, or any successor thereto.
Schedule B- 10
(To Annex A)

“ Secured Parties ” means the Collateral Agent, the Holders and the other Secured Parties (as defined in the Collateral Agency Agreement) from time to time.
“ Securities ” or “ Security ” shall have the meaning specified in Section 2(1) of the Securities Act.
“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“ Security Agreement ” means the Amended and Restated Security Agreement, dated as of the Fourth Amendment Date, among the Company and the Collateral Agent.
“ Security Documents ” means (i) the Collateral Agency Agreement, Security Agreement, the Deeds of Trust, the Pledge Agreement and the Deposit Agreement and (iii) other security documents entered into pursuant to Section 9.7 and any other security documents, financing statements and the like filed or recorded in connection with the foregoing.
“ Senior Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company or a Qualified Lessee, as applicable.
“ Sharyland ” means Sharyland Utilities, L.P., a Texas limited partnership.
“ SP ” shall mean Sharyland Projects, L.L.C., a Project Finance Subsidiary.
“ Specified Qualified Lessee ” shall mean Sharyland and any Qualified Lessee (a) (i) without an Investment Grade Credit Rating or (ii) whose obligations under the applicable Leases are not guaranteed by an entity with an Investment Grade Rating and (b) whose business is limited to the leasing of transmission and/or distribution assets from the Company or any of its Subsidiaries or Affiliates.
“ Stanton/Brady/Celeste Lease ” shall mean (A) prior to the effectiveness of the Stanton/Brady/Celeste Lease Amendment and Restatement, the Amended and Restated Lease Agreement (Stanton/Brady/Celeste Assets), dated as of July 1, 2012, between the Company, as lessor, and Sharyland, as lessee, and (B) upon the effectiveness of the Stanton/Brady/Celeste Lease Amendment and Restatement, the Stanton/Brady/Celeste Lease Amendment and Restatement, as such lease may be amended restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section 9.7(b) and/or 10.12 of this Agreement, as applicable.
“ Stanton/Brady/Celeste Lease Amendment and Restatement ” shall mean the Second Amended and Restated Lease Agreement (Stanton/Brady/Celeste Assets), between the Company, as lessor, and Sharyland, as lessee.
“ Structuring Fee ” is defined in Section 4.7.
“ Subsidiary ” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries).  Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company and, prior to the completion of the FERC Merger, shall include the FERC Owner.  Prior to the completion of the FERC Merger, all references herein to a Subsidiary of Sharyland shall include the FERC Operator.
“ Subsidiary Guaranty ” means each Guaranty provided by the Subsidiary Guarantors pursuant to Section 9.7(d) , if any, substantially in the form of Exhibit 3 to the Agreement.
“ Subsidiary Guarantor ” means any Subsidiary of the Company that is a guarantor under a Guaranty pursuant to Section 9.7(d).
“ SVO ” means the Securities Valuation Office of the NAIC or any successor to such Office.
Schedule B- 11
(To Annex A)

“ Swap Contract ” means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions or any of the foregoing (including, but without limitation, any options to enter into any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., or any International Foreign Exchange Master Agreement.
“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amounts(s) determined as the mark-to-market values(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.
“ Synthetic Lease ” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.
“ System ” means the Company’s and/or any Subsidiary’s (other than a Project Finance Subsidiary’s) integrated electrical transmission and distribution facilities located primarily in the State of Texas and the systems and other property necessary to operate the transmission and distribution facilities, and all improvements to and expansions of such facilities, and each New Project (upon its completion) owned by the Company or a Subsidiary thereof; provided that, for the purposes hereof, “System” shall not be deemed to include any easements held by the Company or any Subsidiary.
“ System Leases ” means (1) the McAllen Lease, (2) the Stanton/Brady/Celeste Lease, (3) upon the effectiveness thereof, the Lease Agreement (ERCOT Transmission Assets) between the Company, as lessor, and Sharyland, as lessee, (4) upon the completion of the FERC Merger, the FERC Lease and (5) any and all other Leases and supplements thereto in connection with the System and the transmission and distribution facilities ancillary thereto and any easements associated therewith, in the case of each of the foregoing clauses (1) through (5) as amended, restated, supplemented or otherwise modified from time to time, or any new lease entered into in replacement thereof, in accordance with Section 9.8 and/or 10.12 of this Agreement, as applicable.
“ Taxes ” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“ TDC ” means Transmission and Distribution Company, L.L.C., a Texas limited liability company.
“ Third Amendment Date ” means December 10, 2014.
“ Total Debt ” means, with respect to the Company, all Indebtedness of the Company on a consolidated basis; provided , however , that for purposes of calculating the Company’s Total Debt to Capitalization Ratio, the Company’s Total Debt shall exclude Non-Recourse Debt of a Project Finance Subsidiary of the Company and that portion of the Swap Termination Value defined in clause (b) of the definition of “Swap Termination Value” and shall include Indebtedness of Sharyland on a consolidated basis (excluding Non-Recourse Debt of a Project Finance Subsidiary of Sharyland).
“ Total Debt to Capitalization Ratio ” means (a) the Company’s Total Debt, divided by (b) the sum of (i) Total Debt plus (ii) the Company’s capitalization, as shown on the Company’s balance sheet plus (iii) if positive, Sharyland’s capitalization, as shown on its balance sheet.  In connection with any transaction or series of related transactions not prohibited by this Agreement (including by waiver, consent or amendment given or made in accordance with Article XVII) pursuant to which the Company or any Subsidiary makes any acquisition or disposition of assets with a fair market value greater than $1,000,000, the Total Debt to Capitalization Ratio shall be calculated on a pro forma basis after giving effect to such transaction or series of related transactions as a whole (including any related incurrence, repayment or assumption of Indebtedness).
“ Transaction Documents ” means, collectively, the Note Documents and the Leases to which the Company or a Subsidiary thereof is a party.
“ Transfer ” means, with respect to any item, the sale, exchange, conveyance, lease, transfer or other disposition of such item.
Schedule B- 12
(To Annex A)

“ UCC ” shall mean, with respect to any jurisdiction, the Uniform Commercial Code as in effect in such jurisdiction.
“ UCC Collateral ” means the Collateral that is of a type in which a valid security interest can be created under Article 8 or Article 9 of the UCC as in effect in New York.
“ U.S. Economic Sanctions ” shall mean United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the International Emergency Economic Powers Act, CISADA or any similar law or regulation with respect to Iran or any other country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions regulations administered and enforced by the United States or any enabling legislation or executive order relating to any of the foregoing.
“ USA Patriot Act ” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“ Wholly-Owned Subsidiary ” means, at any time, any Subsidiary one hundred percent of all of the voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.
“ Yield-Maintenance Amount ” is defined in Section 8.6 .
Schedule B- 13
(To Annex A)

RULES OF INTERPRETATION
1.	The singular includes the plural and the plural includes the singular; and words in the masculine, neuter or feminine gender shall be read and construed as though in either of the other genders where the context so requires.	
2.	The word “or” is not exclusive.	
3.	A reference to any law includes any amendment or modification to such law, and all regulations, rulings and other laws and regulations promulgated under such law.	
4.	A reference to a Person includes its successors and permitted assigns.	
5.	Accounting terms have the meanings assigned to them by GAAP (as defined in the applicable Financing Agreement), as applied by the accounting entity to which they refer.	
6.	The words “include,” “includes” and “including” are not limiting.	
7.	A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to the Article, Section, Exhibit, Schedule, Annex or Appendix of such document unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document.	
8.	References to “knowledge” or words of similar import refer to the actual knowledge of the current officers of the relevant Person, without any duty of investigation unless otherwise indicated.	
9.	References to any document, instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (c) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.	
10.	The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.	
11.	References to “days” shall mean calendar days, unless the term “Banking Days” shall be used. References to a time of day shall mean such time in New York City, unless otherwise specified.	
12.	The section and subsection headings in a document are for convenience of reference only and shall neither be deemed to be a part of such document nor modify, define, expand or limit any of the terms or provisions thereof.	
13.	References to agreements or other contractual obligations shall, unless otherwise specified, be deemed to refer to such agreements or contractual obligations as amended, supplemented, restated or otherwise modified from time to time.	

 
Schedule B- 14
(To Annex A)

Schedule 4.12(a)
Deeds of Trust
 
County	 	Description	
EXISTING COLLATERAL	
 	 	 	
HIDALGO	 	HVDC SITE	
HIDALGO	 	TAYLOR/NORTHEAST SUBSTATION	
HIDALGO	 	BENTSEN SUBSTATION	
HIDALGO	 	AEP TRANSMISSION LINE	
HIDALGO	 	SHARYLAND TRANSMISSION LINE	
HIDALGO	 	McALLEN LICENSE AGREEMENT	
HIDALGO	 	UNION PACIFIC LICENSE AGREEMENTS	
 
NEW COLLATERAL
(TO BE ADDED TO EXISTING COLLATERAL)
 	
COLLIN	 	FARMERSVILLE	
CONCHO	 	EDEN	
GLASSCOCK	 	GLASSCOCK SUB. HWY 33	
GLASSCOCK	 	EILAND	
GLASSCOCK	 	SOUTH SERVICE	
HUNT	 	SWINDELL (a/k/a Floyd Substation)	
HUNT	 	PRUITT	
HUNT	 	HUNT-COLLIN (24 ACRES)	
HUNT	 	HUNT-COLLIN (19.996 ACRES)	
MARTIN	 	GRADY	
MARTIN	 	TARZAN	
MARTIN	 	OLD SANTA FE	
MARTIN	 	DR. PEPPER	
MARTIN	 	STANTON YARD 219	
MARTIN	 	STANTON YARD 220	
MARTIN	 	STANTON YARD 221	
MARTIN	 	STANTON YARD 222	
MARTIN	 	STANTON YARD 224	
MCCULLOCH	 	DUTTON	
MCCULLOCH	 	MCCULLOCH	
MCCULLOCK	 	DUTTON POLEYARD	
MIDLAND	 	GREENWOOD	
MIDLAND	 	NORTH MIDLAND	
MITCHELL	 	LONE WOLF	
SAN SABA	 	RICHLAND	
SAN SABA	 	TERRY	

 
Schedule 4.12(a)
(To Annex A)

Schedule 5.3
Disclosure Materials
1.	Customer and Market report detailing Power Purchase Agreement at CRE (2.9.10)	
2.	Public presentation from Atlas Pipelines referencing the capital project at CRE (2.9.10)	
3.	Screen shot of CRE’s detailed capital budget highlighting Atlas Project (2.9.10)	
4.	Structure Overview for TDC (2.11.10)	
5.	NewCorp FERC Form 1 2008 (2.17.10)	
6.	Pioneer Investment Presentation dated February 4, 2010 (2.17.10)	
7.	Quarter end Profit and Loss Statements and Balance Sheet for CRE Consolidated dated 9/30/2009 (3.1.10)	
8.	Cap Rock Agreement and Plan of Merger (including Exhibits) (4.28.10)	
9.	Structure Overview including Acquisition Steps (5.5.10)	
10.	Lease Supplement for Cap Rock Assets with Memo (5.5.10)	
11.	FERC Lease with Memo (5.5.10)	
12.	Master System Lease between SU and SDTS (5.5.10)	
13.	2009 audited financial statements for Cap Rock Energy Consolidated (6.7.10)	
14.	3/31/10 unaudited quarterly financial statements for Cap Rock Energy Consolidated (6.7.10)	
15.	Financial Model for the Financing dated June 7, 2010 (6.7.10)	
16.	Analysis providing historical EBITDA broken down by transmission and distribution and historical Gross Margin broken down by customer type (2.17.10, updated 6.14.10)	
17.	2009 Total MwH sold by CRE (6.14.10)	
18.	2009 power purchase percentage breakdown by agreement (6.14.10)	
19.	2009 SULP transmission/distribution revenue split (6.14.10)	
20.	9/30/10 Proforma Balance Sheet for the Financing (3.1.10, updated 6.16.10)	
21.	Financing Mechanics Memo (6.18.10)	
22.	2009 Top Ten Customers for CRE (6.21.10)	
23.	CRE – Revenues, Sales, and Customers (6.23.10)	
24.	Due Diligence response memo (6.25.10)	
25.	Hunt Energy Trans Alliance Information Memorandum dated February 2010	
26.	HCI Structure Overview (7/6/10)	
27.	Sharyland Utilities Structure Overview (7/7/10)	
28.	3/31/10 unaudited TDC Financial Statements (7/2/10)	

 
Schedule 5.3
(To Annex A)

Schedule 5.4 
Ownership of Company and Subsidiaries; Officers
(i) OWNERSHIP .
The Company is a Texas limited liability company and is owned by Sharyland Utilities, L.P., a Texas limited partnership, and Transmission and Distribution Company, L.L.C., a Texas limited liability company.
Sharyland Utilities, L.P. is a Texas limited partnership and is owned by Shary Holdings, L.L.C., a Texas limited liability company, as the general partner and SU Investment Partners, L.P., a Texas limited partnership, as the limited partner.
Transmission and Distribution Company, L.L.C., is a Texas limited liability company.  Energy Trans Alliance, L.P. is the sole member.
SDTS FERC, L.L.C., is a Texas limited liability company and the sole member is Sharyland Distribution & Transmission Services, L.L.C., a Texas limited liability company.
SU FERC, L.L.C., is a Texas limited liability company and the sole member is Sharyland Utilities, L.P., a Texas limited partnership.
(ii) SUBSIDIARIES .
On the Closing Date, the Company has two subsidiaries: Sharyland Projects, L.L.C., a project finance subsidiary, and SDTS FERC, L.L.C., a Texas limited liability company that owns the FERC Assets.
The Company is currently the sole direct subsidiary of Transmission and Distribution Company, L.L.C.
SU FERC, L.L.C. is currently the sole direct subsidiary of Sharyland Utilities, L.P.
(iii) OFFICERS/DIRECTORS .
Officers and Managers of the Company:
 
 	Hunter L. Hunt	 	Manager	
 	W. Kirk Baker	 	Manager	
 	Hunter L. Hunt	 	President	
 	W. Kirk Baker	 	Senior Vice President	
 	Mark E. Caskey	 	Vice President – Operations	
 	Ralph Goodlet	 	Vice President	
 	Jae W. Kim	 	Vice President	
 	Jeffrey A. Klopf	 	Vice President	
 	W. Kirk Baker	 	Secretary	
 	W. Kirk Baker	 	Treasurer	
 	Jeffrey A. Klopf	 	Assistant Secretary	
Directors of Sharyland Utilities, L.P.:
 
 	None.	 	 	
Officers of Sharyland Utilities, L.P.:
 
 	Hunter L. Hunt	 	President	
 	W. Kirk Baker	 	Senior Vice President	
 	Mark E. Caskey	 	Vice President - Operations	
 	Ralph Goodlet	 	Vice President	
 	Jeffrey A. Klopf	 	Vice President	
 	W. Kirk Baker	 	Secretary	
 	Jeffrey A. Klopf	 	Assistant Secretary	
Schedule 5.4- 1
(To Annex A)

Officers and Managers of Transmission and Distribution Company, L.L.C.:
 
 	Hunter L. Hunt	 	Manager	
 	W. Kirk Baker	 	Manager	
 	Hunter L. Hunt	 	President	
 	W. Kirk Baker	 	Senior Vice President	
 	Jeffrey A. Klopf	 	Vice President	
 	Jae W. Kim	 	Vice President	
 	W. Kirk Baker	 	Secretary	
 	W. Kirk Baker	 	Treasurer	
 	Jeffrey A. Klopf	 	Assistant Secretary	
Officers and Managers of SDTS FERC, L.L.C.:
 
 	Hunter L. Hunt	 	Manager	
 	W. Kirk Baker	 	Manager	
 	Hunter L. Hunt	 	President	
 	W. Kirk Baker	 	Senior Vice President	
 	Mark E. Caskey	 	Vice President - Operations	
 	Ralph Goodlet	 	Vice President	
 	Jeffrey A. Klopf	 	Vice President	
 	W. Kirk Baker	 	Secretary	
 	Jeffrey A. Klopf	 	Assistant Secretary	
Officers and Managers of SU FERC, L.L.C.:
 
 	Hunter L. Hunt	 	Manager	
 	W. Kirk Baker	 	Manager	
 	Hunter L. Hunt	 	President	
 	W. Kirk Baker	 	Senior Vice President	
 	Mark E. Caskey	 	Vice President – Operations	
 	Ralph Goodlet	 	Vice President	
 	Jeffrey A. Klopf	 	Vice President	
 	W. Kirk Baker	 	Secretary	
 	Jeffrey A. Klopf	 	Assistant Secretary	

 
Schedule 5.4- 2
(To Annex A)

Schedule 5.5
Financial Statements
The Company and Sharyland have delivered to each Purchaser copies of the financial statements:
1.	Company & Sharyland Consolidated Balance Sheet March 31, 2010 (unaudited)	
2.	Company & Sharyland Consolidated Statement of Earnings March 31, 2010 (unaudited)	
3.	Company & Sharyland Consolidated Statement of Cash Flow March 31, 2010 (unaudited)	
4.	Cap Rock Energy Corporation Consolidated Balance Sheet December 31, 2009 (audited)	
5.	Cap Rock Energy Corporation Consolidated Statement of Earnings December 31, 2009 (audited)	
6.	Cap Rock Energy Corporation Consolidated Statement of Cash Flow December 31, 2009 (audited)	

 
Schedule 5.5
(To Annex A)

Schedule 5.7 
Governmental Authorizations
1.	Order of the Public Utility Commission of Texas, dated July 21, 2008, approving the restructuring and transfer of assets involving Sharyland Utilities, L.P. and Sharyland Distribution & Transmission Services, L.P. (Docket No. 35287).	

 
Schedule 5.7
(To Annex A)

Schedule 5.12(a) 
Required Permits
1.	The Certificates of Convenience and Necessity (“ CCN ”) #30192, #30026, #30114 and #30191, as amended	
2.	Franchise agreement with City of McAllen, Texas, dated March 13, 2006.	
3.	Franchise agreement with City of Mission, Texas, dated January 24, 2005.	
4.	Franchise agreement granted to McCulloch Electrical, a Division of Cap Rock Energy Corporation (“CRE”) by the City of Brady, Texas, dated November 27, 2000.	
5.	Franchise agreement granted to Hunt-Collin Electric Cooperative, Inc. by the City of Farmersville, Texas, dated December 8, 1975.	
6.	Franchise agreement granted to Cap Rock Electric Cooperative, Inc. (predecessor-in-interest to CRE) by the City of Greenville, Texas, dated October 24, 2006.	
7.	Franchise agreement granted to CRE by the City of Melvin, Texas, dated October 24, 2006.	
8.	Franchise agreement granted to Cap Rock Electric Cooperative, Inc. (predecessor-in-interest to CRE) by the City of Midland, Texas, dated February 12, 2003.	
9.	Franchise agreement granted to CRE by the City of Richland Springs, Texas, dated June 24, 2004.	
10.	Franchise agreement granted to CRE by the City of Stanton, dated April 10, 2006.	
11.	All Federal Communications Commissions licenses of CRE:	
 
Call Sign	 	FRN	 	Expiration Date	
CRE Stanton 2-way KKD307	 	0014660989	 	2/2/2015	
CRE LW 2-way KK0930	 	0014660989	 	11/2/2014	
CRE HC 2-way KXJ446	 	0014660989	 	2/4/2013	
CRE S SCADA WNER779	 	0014660989	 	6/11/2012	
CRE N SCADA WNER780	 	0014660989	 	6/11/2012	
CRE Load Mgmt WNQY427	 	0014660989	 	12/18/2014	
CRE NW SCADA WNTD944	 	0014660989	 	5/12/2010	
CRE NE SCADA WNTJ271	 	0014660989	 	4/11/2011	
CRE LW SCADA WNTM822	 	0014660989	 	3/19/2012	
CRE McC 2-way WYN801	 	0014660989	 	7/6/2014	
12.	Department of Army jurisdictional approval for the construction and operation of HVDC Tie, General Permit No. 15833(04), dated April 4, 2007.	
13.	Department of Energy Presidential permit approving the construction and operation of HVDC Tie, Order No. PP-285, dated January 21, 2005.	
14.	International Boundary and Water Commission license approving the construction of HVDC Tie, IBWC License No. LSF/G-1719.	
15.	FERC order in Docket No. EL07-93-000 disclaiming jurisdiction over Sharyland as it relates to ownership and operation of HVDC Tie, dated October 1, 2007.	
16.	PUCT order in Docket No. 35287 approving the proposed restructuring and transfer of legal ownership of Sharyland’s transmission and distribution assets to the Company, dated July 21, 2008.	
17.	FERC order in Docket No. EC10-53-000 authorizing disposition and acquisition of jurisdictional facilities, issued June 28, 2010.	
18.	PUCT order in Docket No. 37990 approving a transaction including the transfer of control of CRE to Hunt Transmission Services, LLC and then to Sharyland, finding that such transaction is in the public interest, and approving the transfer of CRE’s CCN to Sharyland and the transfer of NewCorp’s CCN to a subsidiary of Sharyland, dated July 8, 2010.	

 
Schedule 5.12(A)
(To Annex A)

Schedule 5.12(b) 
Material Project Documents
1. Contribution Agreement, dated as of December 31, 2009, between the Company and Sharyland.
2. Master System Lease Agreement, dated as of December 31, 2009, between the Company, as lessor, and Sharyland, as lessee.
3. Lease Agreement, dated as of July 13, 2010, between New Owner, as lessor, and New Operator, as lessee.
4. Lease Supplement (Cap Rock Assets), dated as of July 13, 2010 between the Company, as lessor, and Sharyland, as lessee.

 
Schedule 5.12(B)
(To Annex A)

Schedule 5.13
ERISA
None.

 
Schedule 5.13
(To Annex A)

Schedule 5.16 
Indebtedness
Sharyland Distribution & Transmission Services, L.L.C.
Prudential Note:  balance at 3/31/10 - $53,197,739

 
Schedule 5.16
(To Annex A)

Schedule 8.1 
Principal Amortization Schedule
 
 	Holder:   THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	 	
Par Amount:	 	$	110,000,000.00	 	 	 	 	 	 	 	 	 	 	 	 	 	

 	THE PAYMENTS AND DATES BELOW DO NOT REFLECT ADJUSTMENTS FOR NON-BUSINESS DAYS.	 	
 
 	 	 	 	 	 	PRINCIPAL	 	 	INTEREST	 	 	TOTAL	 	
DATES	 	OUTSTANDING	 	 	PAYMENT	 	 	PAYMENT	 	 	PAYMENT	 	
9/30/2010	 	$	110,000,000.00	 	 	$	—	 	 	$	1,522,247.22	 	 	$	1,522,247.22	 	
12/30/2010	 	$	109,883,880.37	 	 	$	116,119.63	 	 	$	1,779,250.00	 	 	$	1,895,369.63	 	
3/30/2010	 	$	109,755,717.55	 	 	$	128,162.82	 	 	$	1,777,371.77	 	 	$	1,905,534.59	 	
6/30/2011	 	$	109,615,315.83	 	 	$	140,401.72	 	 	$	1,775,298.73	 	 	$	1,915,700.45	 	
9/30/2011	 	$	109,462,476.33	 	 	$	152,839.50	 	 	$	1,773,027.73	 	 	$	1,925,867.23	 	
12/30/2011	 	$	109,296,996.95	 	 	$	165,479.39	 	 	$	1,770,555.55	 	 	$	1,936,034.94	 	
3/30/2012	 	$	109,118,672.27	 	 	$	178,324.68	 	 	$	1,767,878.93	 	 	$	1,946,203.61	 	
6/30/2012	 	$	108,927,293.56	 	 	$	191,378.70	 	 	$	1,764,994.52	 	 	$	1,956,373.22	 	
9/30/2012	 	$	108,722,648.70	 	 	$	204,644.86	 	 	$	1,761,898.97	 	 	$	1,966,543.83	 	
12/30/2012	 	$	108,504,522.12	 	 	$	218,126.59	 	 	$	1,758,588.84	 	 	$	1,976,715.43	 	
3/30/2013	 	$	108,272,694.72	 	 	$	231,827.39	 	 	$	1,755,060.65	 	 	$	1,986,888.04	 	
6/30/2013	 	$	108,026,943.88	 	 	$	245,750.84	 	 	$	1,751,310.84	 	 	$	1,997,061.68	 	
9/30/2013	 	$	107,767,043.34	 	 	$	259,900.54	 	 	$	1,747,335.82	 	 	$	2,007,236.36	 	
12/30/2013	 	$	107,492,763.17	 	 	$	274,280.17	 	 	$	1,743,131.93	 	 	$	2,017,412.10	 	
3/30/2014	 	$	107,203,869.69	 	 	$	288,893.48	 	 	$	1,738,695.44	 	 	$	2,027,588.92	 	
6/30/2014	 	$	106,900,125.45	 	 	$	303,744.25	 	 	$	1,734,022.59	 	 	$	2,037,766.84	 	
9/30/2014	 	$	106,581,289.11	 	 	$	318,836.34	 	 	$	1,729,109.53	 	 	$	2,047,945.87	 	
12/30/2014	 	$	105,622,115.42	 	 	$	959,173.68	 	 	$	1,723,952.35	 	 	$	2,683,126.03	 	
3/30/2015	 	$	104,647,355.17	 	 	$	974,760.25	 	 	$	1,708,437.72	 	 	$	2,683,197.97	 	
6/30/2015	 	$	103,656,755.06	 	 	$	990,600.11	 	 	$	1,692,670.97	 	 	$	2,683,271.08	 	
9/30/2015	 	$	102,650,057.71	 	 	$	1,006,697.36	 	 	$	1,676,648.01	 	 	$	2,683,345.37	 	
12/30/2015	 	$	101,627,001.52	 	 	$	1,023,056.19	 	 	$	1,660,364.68	 	 	$	2,683,420.87	 	
3/30/2016	 	$	100,587,320.66	 	 	$	1,039,680.85	 	 	$	1,643,816.75	 	 	$	2,683,497.60	 	
6/30/2016	 	$	99,530,744.99	 	 	$	1,056,575.67	 	 	$	1,626,999.91	 	 	$	2,683,575.58	 	
9/30/2016	 	$	98,456,999.97	 	 	$	1,073,745.02	 	 	$	1,609,909.80	 	 	$	2,683,654.82	 	
12/30/2016	 	$	97,365,806.59	 	 	$	1,091,193.38	 	 	$	1,592,541.97	 	 	$	2,683,735.35	 	
3/30/2017	 	$	96,256,881.32	 	 	$	1,108,925.27	 	 	$	1,574,891.92	 	 	$	2,683,817.19	 	
6/30/2017	 	$	95,129,936.01	 	 	$	1,126,945.31	 	 	$	1,556,955.06	 	 	$	2,683,900.37	 	
9/30/2017	 	$	93,984,677.84	 	 	$	1,145,258.17	 	 	$	1,538,726.72	 	 	$	2,683,984.89	 	
12/30/2017	 	$	92,820,809.23	 	 	$	1,163,868.61	 	 	$	1,520,202.16	 	 	$	2,684,070.77	 	
3/30/2018	 	$	91,638,027.75	 	 	$	1,182,781.48	 	 	$	1,501,376.59	 	 	$	2,684,158.07	 	
6/30/2018	 	$	90,436,026.07	 	 	$	1,202,001.68	 	 	$	1,482,245.10	 	 	$	2,684,246.78	 	
9/30/2018	 	$	89,214,491.87	 	 	$	1,221,534.20	 	 	$	1,462,802.72	 	 	$	2,684,336.92	 	
12/30/2018	 	$	87,973,107.73	 	 	$	1,241,384.14	 	 	$	1,443,044.41	 	 	$	2,684,428.55	 	
3/30/2019	 	$	86,711,551.11	 	 	$	1,261,556.63	 	 	$	1,422,965.02	 	 	$	2,684,521.65	 	
6/30/2019	 	$	85,429,494.18	 	 	$	1,282,056.92	 	 	$	1,402,559.34	 	 	$	2,684,616.26	 	
9/30/2019	 	$	84,126,603.83	 	 	$	1,302,890.35	 	 	$	1,381,822.07	 	 	$	2,684,712.42	 	
12/30/2019	 	$	82,802,541.52	 	 	$	1,324,062.32	 	 	$	1,360,747.82	 	 	$	2,684,810.14	 	
3/30/2020	 	$	81,456,963.19	 	 	$	1,345,578.33	 	 	$	1,339,331.11	 	 	$	2,684,909.44	 	
6/30/2020	 	$	80,089,519.21	 	 	$	1,367,443.98	 	 	$	1,317,566.38	 	 	$	2,685,010.36	 	
9/30/2020	 	$	78,699,854.27	 	 	$	1,389,664.94	 	 	$	1,295,447.97	 	 	$	2,685,112.91	 	
12/30/2020	 	$	77,287,607.27	 	 	$	1,412,247.00	 	 	$	1,272,970.14	 	 	$	2,685,217.14	 	
3/30/2021	 	$	75,852,411.26	 	 	$	1,435,196.01	 	 	$	1,250,127.05	 	 	$	2,685,323.06	 	
6/30/2021	 	$	74,393,893.32	 	 	$	1,458,517.95	 	 	$	1,226,912.75	 	 	$	2,685,430.70	 	
Schedule 8. 1
(To Annex A)

 	 	 	 	 	 	PRINCIPAL	 	 	INTEREST	 	 	TOTAL	 	
DATES	 	OUTSTANDING	 	 	PAYMENT	 	 	PAYMENT	 	 	PAYMENT	 	
9/30/2021	 	$	72,911,674.46	 	 	$	1,482,218.86	 	 	$	1,203,321.22	 	 	$	2,685,540.08	 	
12/30/2021	 	$	71,405,369.54	 	 	$	1,506,304.92	 	 	$	1,179,346.33	 	 	$	2,685,651.25	 	
3/30/2022	 	$	69,874,587.16	 	 	$	1,530,782.37	 	 	$	1,154,981.85	 	 	$	2,685,764.22	 	
6/30/2022	 	$	68,318,929.58	 	 	$	1,555,657.59	 	 	$	1,130,221.45	 	 	$	2,685,879.04	 	
9/30/2022	 	$	66,737,992.55	 	 	$	1,580,937.02	 	 	$	1,105,058.69	 	 	$	2,685,995.71	 	
12/30/2022	 	$	65,131,365.30	 	 	$	1,606,627.25	 	 	$	1,079,487.03	 	 	$	2,686,114.28	 	
3/30/2023	 	$	63,498,630.36	 	 	$	1,632,734.94	 	 	$	1,053,499.83	 	 	$	2,686,234.77	 	
6/30/2023	 	$	61,839,363.48	 	 	$	1,659,266.89	 	 	$	1,027,090.35	 	 	$	2,686,357.24	 	
9/30/2023	 	$	60,153,133.50	 	 	$	1,686,229.97	 	 	$	1,000,251.70	 	 	$	2,686,481.67	 	
12/30/2023	 	$	58,439,502.29	 	 	$	1,713,631.21	 	 	$	972,976.93	 	 	$	2,686,608.14	 	
3/30/2024	 	$	56,698,024.58	 	 	$	1,741,477.72	 	 	$	945,258.95	 	 	$	2,686,736.67	 	
6/30/2024	 	$	54,928,247.85	 	 	$	1,769,776.73	 	 	$	917,090.55	 	 	$	2,686,867.28	 	
9/30/2024	 	$	53,129,712.25	 	 	$	1,798,535.60	 	 	$	888,464.41	 	 	$	2,687,000.01	 	
12/30/2024	 	$	51,301,950.44	 	 	$	1,827,761.80	 	 	$	859,373.10	 	 	$	2,687,134.90	 	
3/30/2025	 	$	49,444,487.51	 	 	$	1,857,462.93	 	 	$	829,809.05	 	 	$	2,687,271.98	 	
6/30/2025	 	$	47,556,840.80	 	 	$	1,887,646.71	 	 	$	799,764.59	 	 	$	2,687,411.30	 	
9/30/2025	 	$	45,638,519.84	 	 	$	1,918,320.97	 	 	$	769,231.90	 	 	$	2,687,552.87	 	
12/30/2025	 	$	43,689,026.16	 	 	$	1,949,493.68	 	 	$	738,203.06	 	 	$	2,687,696.74	 	
3/30/2026	 	$	41,707,853.20	 	 	$	1,981,172.95	 	 	$	706,670.00	 	 	$	2,687,842.95	 	
6/30/2026	 	$	39,694,486.19	 	 	$	2,013,367.01	 	 	$	674,624.53	 	 	$	2,687,991.54	 	
9/30/2026	 	$	37,648,401.96	 	 	$	2,046,084.23	 	 	$	642,058.31	 	 	$	2,688,142.54	 	
12/30/2026	 	$	35,569,068.86	 	 	$	2,079,333.10	 	 	$	608,962.90	 	 	$	2,688,296.00	 	
3/30/2027	 	$	33,455,946.60	 	 	$	2,113,122.26	 	 	$	575,329.69	 	 	$	2,688,451.95	 	
6/30/2027	 	$	31,308,486.11	 	 	$	2,147,460.50	 	 	$	541,149.94	 	 	$	2,688,610.44	 	
9/30/2027	 	$	29,126,129.38	 	 	$	2,182,356.73	 	 	$	506,414.76	 	 	$	2,688,771.49	 	
12/30/2027	 	$	26,908,309.35	 	 	$	2,217,820.03	 	 	$	471,115.14	 	 	$	2,688,935.17	 	
3/30/2028	 	$	24,654,449.75	 	 	$	2,253,859.60	 	 	$	435,241.90	 	 	$	2,689,101.50	 	
6/30/2028	 	$	22,363,964.93	 	 	$	2,290,484.82	 	 	$	398,785.72	 	 	$	2,689,270.54	 	
9/30/2028	 	$	20,036,259.73	 	 	$	2,327,705.20	 	 	$	361,737.13	 	 	$	2,689,442.33	 	
12/30/2028	 	$	17,670,729.32	 	 	$	2,365,530.41	 	 	$	324,086.50	 	 	$	2,689,616.91	 	
3/30/2029	 	$	15,266,759.04	 	 	$	2,403,970.28	 	 	$	285,824.05	 	 	$	2,689,794.33	 	
6/30/2029	 	$	12,823,724.25	 	 	$	2,443,034.79	 	 	$	246,939.83	 	 	$	2,689,974.62	 	
9/30/2029	 	$	10,340,990.14	 	 	$	2,482,734.11	 	 	$	207,423.74	 	 	$	2,690,157.85	 	
12/30/2029	 	$	7,817,911.60	 	 	$	2,523,078.54	 	 	$	167,265.52	 	 	$	2,690,344.06	 	
3/30/2030	 	$	5,253,833.04	 	 	$	2,564,078.57	 	 	$	126,454.72	 	 	$	2,690,533.29	 	
6/30/2030	 	$	2,648,088.20	 	 	$	2,605,744.84	 	 	$	84,980.75	 	 	$	2,690,725.59	 	
9/30/2030	 	$	—	 	 	$	2,648,088.20	 	 	$	42,832.83	 	 	$	2,690,921.03	 	
 	 	 	 	 	 	$	110,000,000.00	 	 	 	 	 	 	 	 	 	

 
Schedule 8.1- 2
(To Annex A)

Schedule 9.2 
Insurance Requirements
 
A. Coverages .	 	 	
 	 	 	 	
 	Property Insurance (Operational):	 	 	
 	 	 	 	
 	Cover:	 	All assets comprising the Collateral against “all risks” of physical loss or damage (including but not limited to machinery breakdown, earthquake, flood, windstorm and terrorism)	
 	 	 	 	
 	Principal Exclusions:	 	War and civil war	
 	 	 	Nuclear risks	
 	 	 	Theft and mysterious disappearance revealed in the course of inventory undertaking	
 	 	 	The cost of making good wear and tear, gradual deterioration, etc., but not the consequential damage	
 	 	 	Consequential loss not otherwise excluded	
 	 	 	Fraud and misrepresentation	
 	 	 	 	
 	Sum Insured:	 	Full replacement cost subject to the following sublimits.	
 	 	 	 	
 	Sublimits:	 	Earthquake – full replacement cost	
 	 	 	Flood – full replacement cost	
 	 	 	Windstorm – full replacement cost	
 	 	 	Overhead Lines - $250,000 (after deductible)	
 	 	 	Underground Lines - $300,000 (after deductible)	
 	 	 	 	
 	Deductible:	 	up to $250,000 per loss or occurrence, except $250,000 earthquake and flood and $250,000 windstorm	
 	 	 	 	
 	Insured:	 	Sharyland Utilities, L.P	
 	 	 	Sharyland Distribution & Transmission Services, L.L.C.	
 	 	 	Transmission and Distribution Company, L.L.C.	
 	 	 	SU FERC, L.L.C.	
 	 	 	SDTS FERC, L.L.C.	
 	 	 	 	
 	Additional Insured:	 	The Prudential Insurance Company of America, as Purchaser	
 	 	 	The Bank of New York Mellon Trust Company, N. A., as Collateral Agent	
 	 	 	The Secured Parties	
 	 	 	 	
 	Mortgagee:	 	Bank of New York Mellon Trust Company, N.A. as Collateral Agent for the benefit of the Secured Parties	
 	 	 	 	
 	Loss Payee:	 	The Bank of New York Mellon Trust Company, N.A. as Collateral Agent, as first loss payee	
 	 	 	 	
 	Conditions:	 	30 days notice of cancellation or non-renewal except 10 days for non-payment of premium	
 	 	 	Acceptable loss payable clause	
 	 	 	Non-vitiation wording in favor of the Collateral Agent and the Secured Parties	
 	 	 	Waiver of subrogation in favor of the additional insureds	
 	 	 	 	
 	General Liability Insurance:	 	 	
 	 	 	 	
 	Cover:	 	The Company against any liability arising out of claims for personal injury and property damage.	
 	Sum Insured:	 	$1,000,000 per occurrence up to a minimum of $2,000,000 aggregate limit (except that the fire damage legal liability coverage may be limited to $100,000 per fire and the medical expense coverage may be limited to $5,000 for any one injured person).	
 	 	 	 	
 	Insured:	 	Sharyland Utilities, L.P	
 	 	 	Sharyland Distribution & Transmission Services, L.L.C.	
 	 	 	Transmission and Distribution Company, L.L.C.	
 	 	 	SU FERC, L.L.C.	
 	 	 	SDTS FERC, L.L.C.	
 	 	 	 	
Schedule 9.2- 1
(To Annex A)

 	Additional Insured:	 	The Prudential Insurance Company of America, as Purchaser	
 	 	 	The Bank of New York Mellon Trust Company, N. A., as Collateral Agent	
 	 	 	The Secured Parties	
 	 	 	 	
 	Conditions:	 	Occurrence policy wording or Aegis claims-first-made policy form	
 	 	 	Worldwide territory	
 	 	 	 	
 	Automobile Liability Insurance:	 	 	
 	 	 	 	
 	Cover:	 	The Company for liability arising out of claims for personal injury (including bodily injury and death) and property damage covering all owned (if any), leased, non-owned and hired vehicles of the Company, including loading and unloading.	
 	 	 	 	
 	Sum Insured:	 	$1,000,000 each accident.	
 	 	 	 	
 	Deductible:	 	$1,000 each accident.	
 	 	 	 	
 	Insured:	 	Sharyland Distribution & Transmission Services, L.L.C.	
 	 	 	Transmission and Distribution Company, L.L.C.	
 	 	 	SU FERC, L.L.C.	
 	 	 	SDTS FERC, L.L.C.	
 	 	 	 	
 	Additional Insured:	 	The Prudential Insurance Company of America, as Purchaser	
 	 	 	The Bank of New York Mellon Trust Company, N. A., as Collateral Agent	
 	 	 	The Secured Parties	
 	 	
 	Workers’ Compensation and Employer’s Liability Insurance :	
 	 	 	 	
 	Cover:	 	In the event the Company has employees, the Company will maintain workers’ compensation insurance as required by applicable state laws and employer’s liability insurance insuring the Company for liability arising out of injury to or death of employees.	
 	 	 	 	
 	Sum Insured:	 	$1,000,000 each accident.	
 	 	 	 	
 	Insured:	 	Sharyland Utilities, L.P	
 	 	 	Sharyland Distribution & Transmission Services, L.L.C.	
 	 	 	Transmission and Distribution Company, L.L.C.	
 	 	 	SU FERC, L.L.C.	
 	 	 	SDTS FERC, L.L.C.	
 	 	 	 	
 	Excess or Umbrella Insurance :	 	 	
 	 	 	 	
 	Cover:	 	Insurance covering claims in excess of the underlying insurance described in the foregoing.	
 	 	 	 	
 	Sum Insured:	 	$25,000,000 each occurrence and in the aggregate	
 	 	 	 	
 	Deductible:	 	$1,000,000 any one occurrence not covered by underlying insurance.	
 	 	 	 	
 	Insured:	 	Sharyland Utilities, L.P	
 	 	 	Sharyland Distribution & Transmission Services, L.L.C.	
 	 	 	Transmission and Distribution Company, L.L.C.	
 	 	 	SU FERC, L.L.C.	
 	 	 	SDTS FERC, L.L.C.	
 	 	 	 	
 	Additional Insured:	 	The Prudential Insurance Company of America, as Purchaser
The Bank of New York Mellon Trust Company, N. A., as Collateral Agent
The Secured Parties	
 	 	 	 	
 	Conditions:	 	Following form	
 	 	 	 	
Schedule 9.2- 2
(To Annex A)

 
B. Company Conditions and Requirements.
1. Loss Notification .  The Company shall promptly notify the Collateral Agent and the Holders of any single loss or event likely to give rise to a claim against an insurer for an amount in excess of $1,000,000 covered by any insurance policies required by this Schedule 9.2 .
2. Payment of Loss Proceeds .  The Collateral Agent, on behalf of the Secured Parties, shall be named as the first loss payee in applicable insurance policies (pursuant to a standard lender’s loss payable endorsement equivalent to a CP 1218.
3. Compliance With Policy Requirements .  The Company shall not violate or permit to be violated any of the conditions, provisions or requirements of any insurance policy required by this Schedule 9.2, and the Company shall perform, satisfy and comply with, or cause to be performed, satisfied and complied with, all conditions, provisions and requirements of all insurance policies.
4. Waiver of Subrogation .  The Company hereby waives any and every claim for recovery from the Secured Parties for any and all loss or damage covered by any of the insurance policies to be maintained under this Agreement to the extent that such loss or damage is recovered under any such policy.  If the foregoing waiver will preclude the assignment of any such claim to the extent of such recovery, by subrogation (or otherwise), to an insurance company (or other Person), the Company shall give written notice of the terms of such waiver to each insurance company which has issued, or which may issue in the future, any such policy of insurance (if such notice is required by the insurance policy) and shall cause each such insurance policy to be properly endorsed by the Company to, or to otherwise contain one or more provisions that, prevent the invalidation of the insurance coverage provided thereby by reason of such waiver.
5. Notices .  The Company will advise the Collateral Agent and the Holders in writing promptly of (i) any material changes in the coverage or limits provided under any policy required by Section 9.2 and this Schedule 9.2 and (ii) any default in the payment of any premium and of any other act or omission on the part of the Company which may invalidate or render unenforceable, in whole or in part, any insurance being maintained by the Company pursuant to this Schedule 9.2 .
C. Insurance Policy Conditions and Requirements .
1. Permitted Insurers .  The Company shall obtain the insurance required by this Schedule 9.2 from responsible insurance companies authorized to do business in Texas (if required by law or regulation) with an A.M. Best Insurance Reports rating of A-, 9 or better.
2. Control of Loss .  If commercially feasible all policies of insurance required to be maintained pursuant to this Schedule 9.2 , wherein more than one insurer provides the coverage on any single policy, shall have a clause (or a separate agreement among the insurers) wherein all insurers have agreed that the lead insurer shall have full settlement authority on behalf of the other insurers.
3. Loss Survey .  All policies of insurance required to be maintained pursuant to this Schedule 9.2 , wherein more than one insurer provides the coverage on any single policy, shall have a clause (or a separate agreement among the insurers) wherein all insurers have agreed upon the employment of a single firm to survey and investigate all losses on behalf of the insurers.
4. Policy Cancellation and Change .  All policies of insurance required to be maintained pursuant to this Schedule 9.2 shall be endorsed so that if at any time they are cancelled, or their coverage is reduced (by any party including the insured) so as to affect the interests of the Collateral Agent and the Holders and any other Secured Party, such cancellation or reduction shall not be effective as to the Secured Parties for thirty (30) days, except for non-payment of premium which shall be for ten (10) days, after receipt by the Purchaser of written notice from such insurer of such cancellation or reduction.
5. Miscellaneous Policy Provisions .  All insurance policies providing operational property damage, (i) shall name the Collateral Agent, on behalf of the Secured Parties, as the first loss payee, (ii) shall include a Lender’s loss payable clause in favor of the Collateral Agent, on behalf of the Secured Parties.
6. Separation of Interests .  All policies (other than in respect to workers compensation insurance) shall insure the interests of the Secured Parties regardless of any breach or violation by the Company or any other party of warranties, declarations or conditions contained in such policies, any action or inaction of the Company or others, or any foreclosure relating to the Collateral assets.
7. Waiver of Subrogation .  All policies of insurance required by this Schedule 9.2 shall provide for waivers of subrogation in favor of the Secured Parties and their respective officers and employees.
8. Liability Insurance Endorsements .  All policies of liability insurance required to be maintained by the Company shall be endorsed as follows:
(i) To name the Secured Parties as additional insureds;
(ii) To provide a severability of interests and cross liability clause; and
Schedule 9.2- 3
(To Annex A)

(iii) That the insurance shall be primary and not excess to or contributing with any insurance or self-insurance maintained by the Purchaser.
D. Acceptable Policy Terms and Conditions .  All policies of insurance required to be maintained pursuant to this Schedule 9.2 shall contain terms and conditions reasonably acceptable to the Required Holders or otherwise provided for in the Financing Documents.

 
Schedule 9.2- 4
(To Annex A)

Schedule 10.1
Cap Rock Transaction
On December 17, 2009, Hunt Transmission Services, L.L.C. (“ HTS ”), HTS Intermediate Corp. (“ Intermediate ”), HTS Acquisition Subsidiary, Inc., (“ Sub ”), Continental Energy Systems LLC (“ CES ”), and Cap Rock Holding Corporation (“ Holding ”) entered into a Plan of Merger providing for the merger of Sub with and into Holding, with Holding to continue as the surviving entity.  As a result of the merger, Holding would be wholly owned by HTS.  The total purchase price was $221.5 million subject to closing adjustments.
Holding owned all the stock of Cap Rock Energy Corporation (“ Cap Rock Energy ”), which owned all the ownership interests in New Corp Resources Electric Cooperative (“ New Corp ”).  Cap Rock Energy owned electric distribution assets located in West Texas, Central Texas and an area northeast of Dallas, Texas.  Cap Rock Energy was subject to regulation by PUCT.  Cap Rock Energy’s electric distribution assets were located within ERCOT and the Southwest Power Pool.  New Corp owned electric transmission assets located in West Texas and was subject to regulation by FERC.
The merger required approval of the PUCT, approval of FERC, prior consent of the Federal Communications Commission for radio licenses held by Cap Rock Energy and approval of the U.S. Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Acts of 1976, as amended.
As part of the regulatory approval process, HTS sought:  (i) PUCT approval of an ownership structure, pursuant to the July 2008 PUCT order in Docket No. 35287, in which the acquired electric distribution assets of Cap Rock Energy would be transferred to and owned by the Company and leased to Sharyland; and (ii) FERC approval of the transfer of the FERC-jurisdictional assets from New Corp to a subsidiary of the Company that would lease those assets to Sharyland.  The Cap Rock Transaction included the following:
1. Sub, an indirect wholly-owned subsidiary of Hunt Transmission Services, L.L.C., merged into Cap Rock Holding , with Cap Rock Holding as the surviving entity.
2. Cap Rock Energy merged into SDTS, with the result that SDTS became the owner of Cap Rock Energy’s transmission and distribution facilities (“ Acquired System ”).  SDTS leased the Acquired System to Sharyland pursuant to the System Lease, as modified by the Lease Supplement.
3. New Owner acquired from New Corp the FERC Assets.
4. New Owner leased the FERC Assets to SU FERC, L.L.C. (“ New Operator ”), a wholly-owned subsidiary of Sharyland, pursuant to the New Lease.
5. Employees of New Corp became employees of New Operator and employees of Cap Rock Energy became employees of Sharyland.

 
Schedule 10.1
(To Annex A)

SCHEDULE 10.20 
BURDENSOME AGREEMENTS
None.

 
Schedule 10.20
(To Annex A)

Exhibit 2
Subordinated Debt Terms
[See attached.]

 
Exhibit 2
(To Annex A)

Exhibit 3
Form of Subsidiary Guaranty
[See attached.]
Exhibit 3
(To Annex A)

Exhibit 31.1
CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David A. Campbell, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q of InfraREIT, Inc.;	
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) for the registrant and have:	
 	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and;	
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):	
 	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	
 	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.	
 
Date: November 6, 2015	/s/ David A. Campbell	
 	David A. Campbell	
 	President and Chief Executive Officer	
 	(Principal Executive Officer)	

Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brant Meleski, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q of InfraREIT, Inc.;	
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) for the registrant and have:	
 	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and;	
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):	
 	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	
 	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.	
 
Date: November 6, 2015	/s/ Brant Meleski	
 	Brant Meleski	
 	Senior Vice President and Chief Financial Officer	
 	(Principal Financial Officer)	

Exhibit 32.1
CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, David A. Campbell, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of InfraREIT, Inc. for the fiscal quarter ended September 30, 2015, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of InfraREIT, Inc.
 
Date: November 6, 2015	/s/ David A. Campbell	
 	David A. Campbell	
 	President and Chief Executive Officer	
 	(Principal Executive Officer)	
The foregoing certification is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), and is not to be incorporated by reference into any filing of InfraREIT, Inc. under Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language of such filing.

Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Brant Meleski, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of InfraREIT, Inc. for the fiscal quarter ended September 30, 2015, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of InfraREIT, Inc.
 
Date: November 6, 2015	/s/ Brant Meleski	
 	Brant Meleski	
 	Senior Vice President and Chief Financial Officer	
 	(Principal Financial Officer)	
The foregoing certification is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), and is not to be incorporated by reference into any filing of InfraREIT, Inc. under Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language of such filing.

Exhibit 99.1

 

 

 
 
SHARYLAND UTILITIES, L.P.
Financial Statements
September 30, 2015
(Unaudited)

 

 

 

 

 

 

 

 	

 

SHARYLAND UTILITIES, L.P.
Balance Sheets
(In thousands)
 
 	 	September 30,	 	 	December 31,	 	
 	 	2015	 	 	2014	 	
 	 	(Unaudited)	 	 	 	 	 	
Assets	 	 	 	 	 	 	 	 	
Property, Plant and Equipment - net	 	$	1,503,827	 	 	$	1,230,171	 	
 	 	 	 	 	 	 	 	 	
Current Assets	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	 	16,842	 	 	 	7,383	 	
Accounts receivable, net	 	 	33,614	 	 	 	32,810	 	
Due from affiliates	 	 	26,980	 	 	 	32,292	 	
Prepayments and other current assets	 	 	1,081	 	 	 	1,695	 	
Total current assets	 	 	78,517	 	 	 	74,180	 	
 	 	 	 	 	 	 	 	 	
Goodwill	 	 	1,100	 	 	 	1,100	 	
Deferred Charges – Regulatory Assets, net	 	 	34,978	 	 	 	38,834	 	
 	 	 	 	 	 	 	 	 	
Total Assets	 	$	1,618,422	 	 	$	1,344,285	 	
 	 	 	 	 	 	 	 	 	
Partners' Capital and Liabilities	 	 	 	 	 	 	 	 	
Partners' Capital	 	 	 	 	 	 	 	 	
General partner	 	$	74	 	 	$	26	 	
Limited partner	 	 	12,183	 	 	 	7,413	 	
Total partners' capital	 	 	12,257	 	 	 	7,439	 	
 	 	 	 	 	 	 	 	 	
Long Term Financing Obligation	 	 	1,476,130	 	 	 	1,218,558	 	
Regulatory Liabilities	 	 	3,610	 	 	 	3,505	 	
OPEB and Other Liabilities	 	 	9,712	 	 	 	9,006	 	
 	 	 	 	 	 	 	 	 	
Total Capitalization	 	 	1,501,709	 	 	 	1,238,508	 	
 	 	 	 	 	 	 	 	 	
Commitments and Contingencies	 	 	—	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	
Current Liabilities	 	 	 	 	 	 	 	 	
Accounts payable and accrued liabilities	 	 	47,179	 	 	 	49,156	 	
Short-term borrowing from affiliates	 	 	6,500	 	 	 	—	 	
Current portion of financing obligation	 	 	36,535	 	 	 	32,480	 	
Due to affiliates	 	 	25,279	 	 	 	21,999	 	
Current state margin tax payable	 	 	1,220	 	 	 	2,142	 	
Total current liabilities	 	 	116,713	 	 	 	105,777	 	
 	 	 	 	 	 	 	 	 	
Total Partners' Capital and Liabilities	 	$	1,618,422	 	 	$	1,344,285	 	
 
See accompanying notes to the financial statements.

SHARYLAND UTILITIES, L.P.
Statements of Operations
(In thousands)
(Unaudited)
 
 	 	Three Months Ended	 	 	Nine Months Ended	 	
 	 	September 30,	 	 	September 30,	 	
 	 	2015	 	 	2014	 	 	2015	 	 	2014	 	
Revenues	 	$	66,023	 	 	$	65,558	 	 	$	190,137	 	 	$	227,555	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating Expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Purchased power	 	 	—	 	 	 	—	 	 	 	—	 	 	 	58,123	 	
Distribution expense	 	 	7,193	 	 	 	7,337	 	 	 	21,784	 	 	 	19,410	 	
Transmission expense	 	 	6,872	 	 	 	8,276	 	 	 	19,583	 	 	 	12,050	 	
General and administrative expense	 	 	8,801	 	 	 	8,214	 	 	 	29,722	 	 	 	26,423	 	
Depreciation and amortization	 	 	8,078	 	 	 	6,893	 	 	 	23,321	 	 	 	21,513	 	
Total operating expenses	 	 	30,944	 	 	 	30,720	 	 	 	94,410	 	 	 	137,519	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating Income	 	 	35,079	 	 	 	34,838	 	 	 	95,727	 	 	 	90,036	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other Expense - Net	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense, net	 	 	(31,170	)	 	 	(27,663	)	 	 	(90,805	)	 	 	(77,265	)	
Other income	 	 	287	 	 	 	693	 	 	 	940	 	 	 	1,609	 	
Total other expense - net	 	 	(30,883	)	 	 	(26,970	)	 	 	(89,865	)	 	 	(75,656	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Income Before Income Taxes	 	 	4,196	 	 	 	7,868	 	 	 	5,862	 	 	 	14,380	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income Tax Expense	 	 	129	 	 	 	418	 	 	 	1,044	 	 	 	1,550	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Income	 	$	4,067	 	 	$	7,450	 	 	$	4,818	 	 	$	12,830	 	
 
See accompanying notes to the financial statements.

SHARYLAND UTILITIES, L.P.
Statements of Partners’ Capital
Nine Months Ended September 30, 2015
(In thousands)
(Unaudited)
 
 	 	General	 	 	Limited	 	 	Total	 	
 	 	Partner	 	 	Partner	 	 	Partners' Capital	 	
Balance at December 31, 2014	 	$	26	 	 	$	7,413	 	 	$	7,439	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Income	 	 	48	 	 	 	4,770	 	 	 	4,818	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at September 30, 2015	 	$	74	 	 	$	12,183	 	 	$	12,257	 	
 
See accompanying notes to the financial statements.

SHARYLAND UTILITIES, L.P.
Statements of Cash Flows
(In thousands)
(Unaudited)
 
 	 	Nine Months Ended	 	
 	 	September 30,	 	
 	 	2015	 	 	2014	 	
Cash Flows from Operating Activities	 	 	 	 	 	 	 	 	
Net Income	 	$	4,818	 	 	$	12,830	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	 	 	 	
Depreciation	 	 	21,145	 	 	 	21,203	 	
Amortization of deferred costs	 	 	2,176	 	 	 	310	 	
Changes in assets and liabilities:	 	 	 	 	 	 	 	 	
Prepayments and other current assets	 	 	614	 	 	 	(136	)	
Accounts receivable	 	 	(804	)	 	 	(4,083	)	
Due from affiliates	 	 	5,312	 	 	 	15,729	 	
Accounts payable, accrued liabilities and other	 	 	(1,271	)	 	 	(8,395	)	
Purchased power payable	 	 	—	 	 	 	(8,241	)	
Due to affiliates	 	 	3,280	 	 	 	4,661	 	
State margin tax payable	 	 	(922	)	 	 	407	 	
Deferred charges - regulatory assets and liabilities	 	 	1,785	 	 	 	(5,181	)	
Net cash provided by operating activities	 	 	36,133	 	 	 	29,104	 	
 	 	 	 	 	 	 	 	 	
Cash Flows from Investing Activities	 	 	 	 	 	 	 	 	
Additions to general plant	 	 	(6,558	)	 	 	(2,993	)	
Net cash used in investing activities	 	 	(6,558	)	 	 	(2,993	)	
 	 	 	 	 	 	 	 	 	
Cash Flows from Financing Activities	 	 	 	 	 	 	 	 	
Proceeds from short-term borrowing	 	 	5,000	 	 	 	5,000	 	
Proceeds from short-term borrowing from affiliates	 	 	10,000	 	 	 	—	 	
Repayments of short-term borrowing	 	 	(5,000	)	 	 	—	 	
Repayments of short-term borrowing from affiliates	 	 	(3,500	)	 	 	—	 	
Repayments of financing obligation	 	 	(26,616	)	 	 	(30,125	)	
Net cash used in financing activities	 	 	(20,116	)	 	 	(25,125	)	
 	 	 	 	 	 	 	 	 	
Net increase in cash and cash equivalents	 	 	9,459	 	 	 	986	 	
 	 	 	 	 	 	 	 	 	
Cash and cash equivalents at beginning of period	 	 	7,383	 	 	 	8,379	 	
 	 	 	 	 	 	 	 	 	
Cash and Cash Equivalents at end of period	 	$	16,842	 	 	$	9,365	 	
 	 	 	 	 	 	 	 	 	
Supplemental disclosure of cash flow information	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Cash paid for interest	 	$	88,348	 	 	$	72,075	 	
 	 	 	 	 	 	 	 	 	
Cash paid for margin taxes	 	$	1,966	 	 	$	1,143	 	
 	 	 	 	 	 	 	 	 	
Noncash financing obligations incurred	 	$	288,243	 	 	$	127,494	 	

 
See accompanying notes to the financial statements.

SHARYLAND UTILITIES, L.P.
Notes to Financial Statements
September 30, 2015
(Unaudited)
 
(1)	Description of Business and Summary of Significant Accounting Policies  	
 	(a)	Description of Business	
Sharyland Utilities, L.P. (the Partnership or SULP) was organized as a Texas limited partnership on November 3, 1998, as an electrical distribution utility located in Hidalgo County, Texas. On May 8, 2015, SU FERC, L.L.C was merged with and into SULP.  
The Partnership currently serves over 50,000 electric delivery points in 29 counties throughout Texas. The Partnership’s customers are principally residential, commercial and irrigation customers located in the cities of Mission and McAllen, Texas, in the outlying areas of Hidalgo County in south Texas, in the Midland-Stanton area of west Texas, in the central Texas area around Brady, and in northeast Texas in Hunt, Collin and Fannin Counties. The Partnership is also engaged in the transmission of electricity throughout Texas. Those transmission activities include: a 138 Kilovolt (kV) looped system 305 miles in length through a 300 megawatt (MW) high-voltage direct current transmission interconnection between Texas and Mexico (Railroad DC Tie); and a 298 mile 345 kV transmission loop in the Texas Panhandle and South Plains near Amarillo, Texas.
On August 17, 2012, the Public Utility Commission of Texas (PUCT) approved the retail competition plan filed by the Partnership that transitioned its Stanton, Brady, and Celeste service territories to retail electric competition starting on May 1, 2014. The Partnership’s retail customers in these service territories previously did not have the option to purchase their power in the competitive retail electric markets. Their electric rates were regulated and set by the PUCT. In order to receive new “wires only” rates to serve these customers, the Partnership filed a rate case using 2012 “test year” data on May 31, 2013 under Docket No. 41474. During the year of 2013, the rate case was litigated, and a final settlement was reached and rates were approved by the PUCT at its meeting held on January 23, 2014. These new rates went into effect as each customer’s meter was read after May 1, 2014. In addition, to achieve this movement of customers, the Partnership constructed various interconnections with the Electric Reliability Council of Texas (ERCOT) System and disconnected from the Southwest Power Pool (SPP) System in December of 2013.
The Partnership leases all of its transmission and distribution assets from a related party, Sharyland Distribution & Transmission Services, L.L.C. (SDTS) and its subsidiary Sharyland Projects, L.L.C. (SPLLC), under Master Lease Agreements. See Note 2.  
The interim financial information presented in the  financial statements included in this report is unaudited and, in the opinion of management, includes all adjustments of a normal recurring nature necessary to present fairly the financial position as of September 30, 2015, the Statements of Operations for the three and nine month periods ended September 30, 2015 and 2014, the changes in the statement of Partners’ Capital for the nine months ended September 30, 2015 and Cash Flows for the nine months ended September 30, 2015 and 2014. The results of the interim periods shown in this report are not necessarily indicative of the final results to be expected for the full year. The financial statements were prepared in accordance with Generally Accepted Accounting Principles (GAAP). These financial statements and the accompanying notes should be read in conjunction with the Partnership’s audited financial statements for the year ended December 31, 2014.
 	(b)	 Principles of Presentation	
The Partnership maintains accounting records in accordance with the uniform system of accounts, as prescribed by the Federal Energy Regulatory Commission (FERC). The Partnership’s financial statements reflect the effects of the different rate making principles mandated by the FERC and PUCT regulating its operations.
Certain reclassifications have been made to prior periods’ financial statements for comparative purposes.  The Partnership changed its presentation in the Balance Sheet as of December 31, 2014 by offsetting its transmission cost of service (TCOS) charged from other utilities from accounts payable and accrued liabilities to accounts receivable, net to conform with current presentation. The Partnership also changed its presentation of the Statement of Operations for the three and nine months periods ended September 30, 2014 by combining tax reimbursements for contributions in aid of construction with other income.

(Continued)

2
SHARYLAND UTILITIES, L.P.
Notes to Financial Statements
(Unaudited)
 
 	(c)	Use of Estimates  	
The preparation of the Partnership’s financial statements in accordance with Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates.
(Continued)

3
SHARYLAND UTILITIES, L.P.
Notes to Financial Statements
(Unaudited)
 
(2)	Master Lease Agreements  	
The Partnership leases all of its Transmission and Distribution (T&D) assets from related parties, SDTS and its subsidiary, under Master Lease Agreements (MLA). Also under these same MLAs, SDTS is responsible for funding all prudently incurred electric plant capital expenditures deemed necessary to serve customers by the Partnership. In accordance with the lease agreements, the Partnership is responsible for the maintenance and the operation of the T&D assets and for the compliance with all regulatory requirements of the PUCT, the FERC, and any other regulatory entity with jurisdiction over the T&D assets. The lease agreements obligate the Partnership to pay all property-related expenses, including maintenance, repairs, taxes on equipment in service, insurance, and to comply with the terms of the secured credit facilities and secured-term loan, if any, affecting the leased assets.
The MLA, as amended, expires at various dates from December 31, 2015 through December 31, 2022. Each agreement includes annual base payments while all but one agreement includes additional payments based upon percentage of revenue earned by the Partnership, which decrease over the term of the MLA, on the leased assets in excess of specified thresholds. The rate used to calculate additional payments varies by lease and ranges from a high of 37% to a low of 23% over the term of the agreements. Fixed payments were approximately $32.5 million and $96.6 million for the three and nine month periods ended September 30, 2015, respectively. Fixed payments were approximately $28.6 million and $82.0 million for the three and nine month periods ended September 30, 2014, respectively.
The Partnership’s lease agreements include a rent validation after year end to true up lease payments for the difference between actual and estimated incremental capital expenditures placed in service. As a result of the rent validation, the Partnership made additional fixed payments of approximately $2.4 million on March 31, 2015 and the Partnership received approximately $2.5 million for over payments of variable payments associated with the year ended December 31, 2014.
The leases are subject to failed sale-leaseback accounting.  See Note 3.
The Partnership is also subject to certain restrictive covenants, including indebtedness limits, contained in the lease agreements. The Partnership was in compliance with all covenants as of September 30, 2015 and December 31, 2014.
(3)	Failed Sale Leaseback – Financing Obligation	
The Partnership leases all of its T&D assets from related parties, SDTS and its subsidiary.  SDTS has legal title to the T&D assets. The Partnership, as a managing member of SDTS, has the exclusive power and authority on behalf of SDTS to manage, control, administer, and operate the T&D assets and business affairs of SDTS in accordance with the limited liability company agreement governing SDTS. These rights and obligations constitute continuing involvement, which results in failed sale-leaseback (financing) accounting. Under failed sale-leaseback accounting, the Partnership is deemed owner of the assets under all master lease agreements, including assets currently under construction. Consequently, the T&D assets, including assets currently under construction and corresponding financial obligations are included in the Partnership’s Balance Sheets. The leases are considered a failed sale-leaseback (financing) due to the Partnership’s continuing involvement in SDTS and due to the ongoing involvement in the construction of the T&D assets as defined by ASC Topic 840, Accounting for Leases .
Approximately $1.5 billion and $1.2 billion are included in long-term financing obligation liabilities related to the failed sale-leaseback (financing), as of September 30, 2015 and December 31, 2014, respectively. Approximately $36.5 million and $32.5 million of the failed sale-leaseback (financing) obligation are included in current liabilities as of September 30, 2015 and December 31, 2014, respectively.
Included in interest expense is interest on the failed sale-leaseback (financing). Interest expense on failed sale-leaseback (financing) was approximately $31.1 million and $90.5 million for the three and nine month periods ended September 30, 2015, respectively. Interest expense on failed sale-leaseback (financing) was approximately $27.6 million and $77.1 million for the three and nine month periods ended September 30, 2014, respectively. The fixed portion of the failed sale-leaseback interest expense was approximately $24.1 million and $71.1 million for the three and nine month periods ended September 30, 2015, respectively. The fixed portion of the failed sale-leaseback interest expense was approximately $19.3 million and $56.0 million for the three and nine month periods ended September 30, 2014, respectively. The variable portion of the failed sale-leaseback (financing) interest expense was approximately $7.0 million and $19.4 million for the three and nine month periods ended September 30, 2015, respectively. The variable portion of the failed sale-leaseback (financing) interest expense was approximately $8.3 million and $21.1 million for the three and nine month periods ended September 30, 2014, respectively.
(Continued)

4
SHARYLAND UTILITIES, L.P.
Notes to Financial Statements
(Unaudited)
 
As a result of the failed sale-leaseback (financing) transaction, the Partnership accounts for lease payments to the lessor as a reduction of its financing obligation. Payments on the long -term financing obligation for the three and nine month periods ended September 30, 2015 were approximately $9.0 million and $26.6 million, respectively. Payments on the long-term financing obligation for the three and nine month periods ended September 30 , 2014 were approximately $8.9 million and $30.1 million, respectively.
Future payments of the financing obligation as of September 30, 2015 are as follows:
 
(In thousands)	 	Total	 	
Year Ending December 31:	 	 	 	 	
2015	 	$	7,423	 	
2016	 	 	22,046	 	
2017	 	 	16,709	 	
2018	 	 	14,750	 	
2019	 	 	13,081	 	
Thereafter	 	 	1,168,583	 	
Total financing obligation	 	 	1,242,592	 	
Less current portion of financing obligation	 	 	(36,535	)	
Leased system under construction obligation	 	 	246,280	 	
Lease deferral (Note 5)	 	 	23,793	 	
Long-term lease obligation	 	$	1,476,130	 	
 
The Partnership recorded depreciation expense of approximately $6.7 million and $19.5 million for the three and nine month periods ended September 30, 2015, respectively, related to the assets accounted for in accordance with failed sale-leaseback. The Partnership recorded depreciation expense of approximately $6.1 million and $19.7 million for the three and nine month periods ended September 30, 2014, respectively, related to the assets accounted for in accordance with failed sale-leaseback.
(Continued)

5
SHARYLAND UTILITIES, L.P.
Notes to Financial Statements
(Unaudited)
 
(4)	Property, Plant and Equipment - net  	
The major classes of property, plant and equipment at September 30, 2015 and December 31, 2014 are as follows:
 
 	 	September 30,	 	 	December 31,	 	
(In thousands)	 	2015	 	 	2014	 	
 	 	 	 	 	 	 	 	 	
Property, plant and equipment	 	 	 	 	 	 	 	 	
Leased system	 	$	1,460,015	 	 	$	1,300,411	 	
General plant	 	 	27,440	 	 	 	24,756	 	
 	 	 	1,487,455	 	 	 	1,325,167	 	
 	 	 	 	 	 	 	 	 	
Construction work in progress:	 	 	 	 	 	 	 	 	
Leased system under construction	 	 	246,280	 	 	 	80,521	 	
Leased system held for future use	 	 	—	 	 	 	37,118	 	
General plant	 	 	3,847	 	 	 	229	 	
 	 	 	250,127	 	 	 	117,868	 	
 	 	 	 	 	 	 	 	 	
Other	 	 	293	 	 	 	79	 	
 	 	 	 	 	 	 	 	 	
Total Property, plant and equipment	 	 	1,737,875	 	 	 	1,443,114	 	
 	 	 	 	 	 	 	 	 	
Accumulated depreciation - Leased system	 	 	(218,613	)	 	 	(199,112	)	
Accumulated depreciation - General plant	 	 	(15,435	)	 	 	(13,831	)	
 	 	 	 	 	 	 	 	 	
Property, Plant, and Equipment - net	 	$	1,503,827	 	 	$	1,230,171	 	
 
 See Note 3 in regards to leased system and leased system under construction.
General plant consists of a warehouse, furniture, fixtures, equipment, and vehicles.
(5)	Deferred Charges - Regulatory Assets - Liabilities	
Deferred Charges – Regulatory Assets, Net
Regulatory assets represent probable future recovery of costs from customers through the regulatory ratemaking process.  The table below provides detail of other deferred charges that are included on the Partnership’s Balance Sheets as of September 30, 2015 and December 31, 2014.
 
 	 	September 30, 2015	 	 	December 31, 2014	 	
 	 	Gross	 	 	 	 	 	 	Net	 	 	Gross	 	 	 	 	 	 	Net	 	
 	 	Carrying	 	 	Accumulated	 	 	Carrying	 	 	Carrying	 	 	Accumulated	 	 	Carrying	 	
(In thousands)	 	Amount	 	 	Amortization	 	 	Amount	 	 	Amount	 	 	Amortization	 	 	Amount	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred financing costs	 	$	1,069	 	 	$	(307	)	 	$	762	 	 	$	1,069	 	 	 	(267	)	 	$	802	 	
Deferred costs recoverable in future years	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Inception operating costs	 	 	23,793	 	 	 	—	 	 	 	23,793	 	 	 	23,793	 	 	 	—	 	 	 	23,793	 	
Rate case costs	 	 	5,371	 	 	 	(1,691	)	 	 	3,680	 	 	 	5,158	 	 	 	(111	)	 	 	5,047	 	
Study costs	 	 	3,628	 	 	 	(839	)	 	 	2,789	 	 	 	3,587	 	 	 	(373	)	 	 	3,214	 	
Under-recovered TCRF	 	 	117	 	 	 	—	 	 	 	117	 	 	 	3,172	 	 	 	—	 	 	 	3,172	 	
Transition to competition	 	 	1,963	 	 	 	(170	)	 	 	1,793	 	 	 	1,934	 	 	 	(80	)	 	 	1,854	 	
Postretirement benefit costs	 	 	784	 	 	 	—	 	 	 	784	 	 	 	784	 	 	 	—	 	 	 	784	 	
Advanced metering costs	 	 	1,260	 	 	 	—	 	 	 	1,260	 	 	 	168	 	 	 	—	 	 	 	168	 	
Net Deferred Charges - Regulatory Assets	 	$	37,985	 	 	$	(3,007	)	 	$	34,978	 	 	$	39,665	 	 	$	(831	)	 	$	38,834	 	
(Continued)

6
SHARYLAND UTILITIES, L.P.
Notes to Financial Statements
(Unaudited)

 The Partnership filed a rate case with the PUCT under Docket No. 41474 (2013 rate case) to adjust the retail delivery tariff for the Stanton, Brady, and Celeste customers. The application was based on a test year ended December 31, 2012, with an effective date of May 1, 2014. The final order was issued January 23, 2014. The final order of the 2013 rate case addressed recovery for costs associated with the transition to competition and certain study costs. Recovery of those costs began when the new tariff went into effect on May 1, 2014. In addition to those costs, the recovery of the 2013 rate case expenses went into effect on December 1, 2014 under a separate docket – PUCT Docket No. 41723.
The inception operating costs of approximately $23.8 million at September 30, 2015 and December 31, 2014 represent operating costs incurred from inception through December 31, 2007. The 2013 rate case settlement established that the Partnership may seek recovery in a future rate case, pursuant to the mechanism established in Docket Nos. 21591 and 27556, of the inception operating costs plus related return on rate base. If the Partnership is successful in recovery of such costs in future rates, provisions of the master lease agreement with SDTS will be adjusted to compensate SDTS for cost recovery. Consequently, the Partnership has recorded a corresponding liability in financing obligation.
Regulatory Liabilities
Regulatory liabilities represent probable future refunds associated with the over-recovery of costs from customers through the regulatory ratemaking process. As of September 30, 2015 and December 31, 2014, approximately $3.6 million and $3.5 million, respectively, are included in regulatory liabilities on the Partnership’s Balance Sheets. The following table provides a detail of the regulatory liabilities.
  
 	 	September 30,	 	 	December 31,	 	
 	 	2015	 	 	2014	 	
 	 	Carrying	 	 	Carrying	 	
(In thousands)	 	Amount	 	 	Amount	 	
Power cost recovery factor (Note 9)	 	$	1,162	 	 	$	1,830	 	
Energy efficiency cost recovery factor	 	 	826	 	 	 	1,307	 	
Postretirement benefits collections	 	 	1,622	 	 	 	368	 	
Regulatory liabilities	 	$	3,610	 	 	$	3,505	 	
(6)	Related-Party Transactions	
The Partnership made payments associated with the lease of the T&D assets to SDTS of approximately $38.4 million and $114.9 million during the three and nine month periods ended September 30, 2015, respectively. The Partnership made payments associated with the lease of the T&D assets to SDTS of approximately $36.0 million and $102.3 million during the three and nine month periods ended September 30, 2014, respectively.
The Partnership received payments throughout the period related to the acquisition of gross property plant and equipment related to its existing asset build out on the T&D assets from SDTS of approximately $49.3 million and $168.4 million for the three and nine month periods ended September 30, 2015, respectively. The Partnership received payments throughout the period related to the acquisition of gross property plant and equipment related to its existing asset build out on the T&D assets from SDTS of approximately $55.0 million and $144.1 million for the three and nine month periods ended September 30, 2014, respectively. These costs are included on the Partnership’s Balance Sheet under Property, Plant and Equipment - net as leased system.
The Partnership received payments of approximately $670,000 and $2.6 million during the three and nine month periods ended September 30, 2015, respectively, for contracted services, direct labor, materials and supervision associated with the construction of the 345 kV transmission loop project in the panhandle of Texas and interconnections from SPLLC. The Partnership received payments of approximately $2.3 million and $3.6 million during the three and nine month periods ended September 30, 2014, respectively, for contracted services, direct labor, materials and supervision associated with the construction of the 345 kV transmission loop project in the panhandle of Texas and interconnections from SPLLC. These costs for this project are included on the Partnership’s Balance Sheet under Property, Plant and Equipment - net as leased system.
(Continued)

7
SHARYLAND UTILITIES, L.P.
Notes to Financial Statements
(Unaudited)
 
The Partnership received payments of approximately $8. 9 million during the nine month period ended September 30, 2015,  for contracted services, direct labor, materials and supervision associated with the Golden Spread interconnection into the 345 kV transmission loop in the panhandle of Texas from GS Project Entity, LLC. The Partnership did not receive payments during the three and nine month periods ended September 30, 2014 from GS Project Entity, LLC associated with the this interconnection. The costs for this project are included on the Partnership’s Balan ce Sheet under Property, Plant and Equipment - net as leased system under construction.
The Partnership received payments of approximately $253,000 during the nine month period ended September 30, 2015, respectively, for contracted services, direct labor, materials and supervision associated with the interconnection into the 345 kV transmission line in South Texas near the Mexican border from Cross Valley Project Entity, LLC. The Partnership did not receive payments during the three and nine month periods ended September 30, 2014 from Cross Valley Project Entity, LLC associated with this interconnection. The costs for this project are included on the Partnership’s Balance Sheet under Property, Plant and Equipment - net as leased system under construction.
On February 12, 2015, the Partnership received a subordinated and unsecured loan of $10.0 million from Loyal Trust No. 1, a related party. The note accrues interest at the greater of the three month London Inter-Bank Offered Rate (LIBOR) plus one hundred fifteen basis points as adjusted or at the floating JP Morgan Chase Prime Rate with all interest compounded semiannually. The note matures on February 12, 2016. As of September 30, 2015, the Partnership had $6.5 million outstanding on the subordinated note. The interest expense and fees on the subordinated note were approximately $53,000 and $148,000 for the three and nine month periods ended September 30, 2015, respectively. Accrued interest, included in due to affiliates on the Partnership’s Balance Sheet, was approximately $53,000 as of September 30, 2015.
An affiliate of the Partnership provides services to the Partnership at contractually agreed upon rates per hour and set amounts for infrastructure support. Charges for such services included in general and administrative expense in the accompanying Statements of Operations amounted to approximately $572,000 and $2.6 million for the three and nine month periods ended September 30, 2015, respectively. Charges for such services included in general and administrative expense in the accompanying Statements of Operations amounted to approximately $824,000 and $2.3 million for the three and nine month periods ended September 30, 2014, respectively. Accrued fees included in due to affiliates on the Partnership’s Balance Sheets related to these charges were approximately $1.2 million and $303,000 as of September 30, 2015 and December 31, 2014, respectively.
(7)	Allocation of Partners’ Capital	
Revenues, income, gains, losses, expenditures, deductions, credits and distributions, as defined in the partnership agreement, are allocated 1 percent to the general partner and 99 percent to the limited partner.
(8)	Credit Facility	
On May 15, 2014, the Partnership entered into an unsecured revolving credit facility of $5.0 million with Amegy Bank. The credit facility accrues interest on the outstanding balance at the Prime Rate. At December 31, 2014, Prime Rate was at 3.25%. In addition to the interest on the outstanding balance, interest accrues at 0.35% for the unused portion of the credit facility. The revolving credit facility expires on May 15, 2017.
As of September 30, 2015 and December 31, 2014, the Partnership had no amount outstanding on the revolving facility. The interest expense and fees for the revolving credit facility were approximately $32,000 and $106,000 for the three and nine month periods ended September 30, 2015, respectively. The interest expense and fees for the revolving credit facility were approximately $17,000 and $40,000 for the three and nine month periods ended September 30, 2014, respectively.
The agreement requires maintenance of certain financial ratios and imposes certain restricted covenants. The Partnership was in compliance with all covenants as of September 30, 2015 and December 31, 2014.
(9 )	Purchased Power	
From January 1, 2014 to May 1, 2014, the day before the move to competition, the Partnership purchased all of its electric power pursuant to long-term wholesale electric power contracts with Lower Colorado River Authority (LCRA), and Garland Power and Light (Garland). As discussed in Note 1, after the move to competition the Partnership no longer purchases power for the end use customer. Power is procured by the retail electric provider (REP) selected by the end use customer.
(Continued)

8
SHARYLAND UTILITIES, L.P.
Notes to Financial Statements
(Unaudited)
 
The contracts for power covered kWh usage, kW demand levels, transmission, scheduling and ancillary services, and energy and fuel costs. The Partnership’s purchased power costs fluctuated primarily with the price of the fuel and usage. All costs associated with the pur chased power were passed through to the end use customer. After the move to competition, revenue does not reflect the cost of purchased power being passed through to the end use customer, therefore the cost of purchase power is not included as a component on the Partnership’s Statement of Operations.
The Garland contract and the LCRA contract were terminated on May 31, 2014 upon moving to competition.
After the move to competition and a reconciliation of revenue received with costs incurred related to purchase power, an over-recovery balance of approximately $1.2 million and $1.8 million is included in regulatory liabilities in the Partnership’s Balance Sheet as of September 30, 2015 and December 31, 2014, respectively.
(10)	Transmission Cost of Service	
All Transmission Service Providers (TSPs) within Electric Reliability Council of Texas (ERCOT) provide open access transmission service and the costs are ultimately passed through to end-use customers. The PUCT regulates the transmission rates that are charged by the ERCOT TSPs. The Partnership is billed based on the Partnership’s pro rata share, during the prior year, of the average of ERCOT coincident peak demand for the months of June, July, August, and September (ERCOT 4CP), excluding the portion of coincident peak demand attributable to wholesale storage load. Each TSP files a tariff for transmission service to establish its rates, calculated as the TSP’s commission-approved transmission cost of service, or revenue requirement, divided by the aggregate ERCOT 4CP during the prior year. Therefore, the monthly transmission service charge to be paid by the Partnership is the product of each TSP’s monthly rate as specified in its tariff and the Partnership’s previous year’s share of the aggregate ERCOT 4CP.
Taking power over the ERCOT network requires the Partnership to pay fees regulated by the PUCT. The annual charges to use the ERCOT transmission network cover the period from January 1 through December 31 of each year. Because the use of the network is governed by ERCOT and falls under the jurisdiction of the PUCT, a contract is not required with each ERCOT TSP.
(11) Postretirement Benefits
The Partnership provides continued major medical and dental coverage to retired employees and their dependents meeting certain eligibility requirements. The Partnership’s postretirement health care benefit plan provides prescription drug coverage. The Medicare Prescription Drug Improvement and Modernization Act of 2003 includes a federal subsidy for plans that offer prescription drug benefits that are actuarially equivalent to Medicare Part D. The Partnership and the actuarial advisors have determined that the prescription drug coverage provided by the Partnership’s postretirement health care benefit plan is actuarially equivalent to Medicare Part D, and accordingly, the subsidy provides some relief for ongoing retiree prescription costs. The Partnership is required to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability on its balance sheet. Financial Accounting Standards Board (FASB) guidance requires an entity to include items that have not yet been recognized as net periodic postretirement benefit cost as a component of accumulated other comprehensive income. However, for a regulated utility this cost is allowed to be recorded as a regulatory asset if: (i) the utility has historically recovered and currently recovers postretirement benefit plan expenses in its electric rates; and (ii) there is no negative evidence that the existing regulatory treatment will change. The Partnership has recorded the unrecognized components of net periodic postretirement benefit cost as a regulatory asset as these expenses are probable of future recovery.

(Continued)

9
SHARYLAND UTILITIES, L.P.
(Unaudited)

(12)	Commitments and Contingencies	
Leases
The Partnership has various obligations under operating leases pertaining to equipment, facilities and office space. Charges for the operating leases included in general and administrative expense in the accompanying Statements of Operations amounted to approximately $90,000 and $285,000 for the three and nine month periods ended September 30, 2015, respectively. Charges for the operating leases included in general and administrative expense in the accompanying Statements of Operations amounted to approximately $109,000 and $453,000 for the three and nine month periods ended September 30, 2014, respectively. The following is a schedule of future minimum lease payments required under operating leases with a term of greater than twelve months at inception as of September 30, 2015:
 
(In thousands)	 	 	 	 	
Year Ending December 31:	 	 	 	 	
2015 - Q4	 	$	98	 	
2016	 	 	322	 	
2017	 	 	92	 	
2018	 	 	46	 	
2019	 	 	1	 	
 	 	$	559	 	
 
Regulatory proceedings
The Partnership is involved in various legal and regulatory proceedings. While management is unable to predict the outcome of these proceedings, management does not believe that the ultimate resolution will have a materially adverse effect on the Partnership’s results of operation, cash flows or financial position.
As mandated in the final order for the 2013 rate case, the Partnership has agreed to file its next rate case on or before July 1, 2016.
(13)	Subsequent Events	
The Partnership has evaluated subsequent events from the Balance Sheet date through October 30, 2015, the date at which the Financial Statements were made available to be issued, and determined there are no other items to disclose.