FIRST AMENDMENT to Eighth Amended and Restated Rent Supplement (CREZ Lease) June 20, 2016

Exhibit 10.3

FIRST AMENDMENT

to Eighth Amended and Restated Rent Supplement

(CREZ Lease)

June 20, 2016

This First Amendment to the Eighth Amended and Restated Rent Supplement (the “First Amendment”) between Sharyland Distribution and Transmission Services, L.L.C. (“Lessor”) and Sharyland Utilities, L.P. (“Lessee”) is executed and delivered on June 20, 2016 and is effective as of June 13, 2016.  Capitalized terms used herein that are not otherwise defined will have the meanings assigned to such terms in the CREZ Lease (as defined below).

WHEREAS, Lessor and Lessee are Parties to a Third Amended and Restated Lease Agreement (CREZ Assets) dated as of December 4, 2015 (as amended from time to time in accordance with its terms, the “CREZ Lease”);

WHEREAS, on February 26, 2016, the Parties executed the Eighth Amended and Restated Rent Supplement (CREZ Lease) effective as of January 1, 2016 (the “Eighth Amended Supplement”); and

WHEREAS, the Parties now desire to amend the Eighth Amended Supplement as set forth herein.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereto agree to the following:

1.Amendment.  The table titled “ERCOT Transmission Rate Allocation” is hereby amended by deleting the table in its entirety and replacing the same with the following:

ERCOT Transmission Rate

2.Continuing Effect.  Except as expressly amended by this First Amendment, the provisions of each of the CREZ Lease and the Eighth Amended Supplement are and shall remain in full force and effect.  

[Signatures on Following Page]

CREZ LEASE

The Parties have executed this First Amendment as of the date set forth above.

CREZ LEASE