Fourteenth Amended and Restated Rent Supplement
December 31, 2018
This Fourteenth Amended and Restated Rent Supplement (this Fourteenth Amended Supplement) between Sharyland Distribution & Transmission Services, L.L.C. (Lessor) and Sharyland Utilities, L.P. (Lessee) is executed and delivered on December 31, 2018 to memorialize supplements to the CREZ Lease (as defined below), effective as of January 1, 2019. Capitalized terms used herein that are not otherwise defined will have the meanings assigned to them in the CREZ Lease.
WHEREAS, Lessor and Lessee are Parties to a Fourth Amended and Restated CREZ Lease Agreement dated November 9, 2017 (as amended from time to time in accordance with its terms, the CREZ Lease);
WHEREAS, on February 28, 2018, the Parties executed a Thirteenth Amended and Restated Rent Supplement (McAllen Lease) effective as of January 1, 2018 (the Thirteenth Amended Supplement);
WHEREAS, the Parties wish to amend and restate the Thirteenth Amended Supplement pursuant to Section 3.2 of the CREZ Lease; and
WHEREAS, the Parties intend to memorialize in this Fourteenth Amended Supplement the Incremental CapEx the Parties expect during 2019.
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. The Thirteenth Amended Supplement is hereby amended and restated in its entirety as set forth below.
2. The CREZ Lease, except as supplemented by this Fourteenth Amended Supplement, shall remain in full force and effect.
| || || || |
| ||$ ||466,424,280 || |
| ||$ ||198,982,000 || |
| ||$ || 3,493,096 || |
| ||$ || 3,906,367 || |
| ||$ || 44,499,993 || |
| ||$ ||86,778,539 ||* |
| || ||$ || 0 ||** |
| ||$ ||86,778,539 ||*** |
| || || |
| ||$ || 3,283,251 ||# |
| || ||$ || 0 ||## |
| ||$ ||3,283,251 ||### |
| || || |
|* || |
Represents the aggregate amount of Incremental CapEx related to the Panhandle Assets (Panhandle CapEx) that the Parties expected to be placed in service in 2018. Rent supplements with respect to this Incremental CapEx were agreed to and memorialized as part of the Twelfth Amended and Restated Rent Supplement (CREZ Lease) dated December 31, 2017 (Twelfth Amended Supplement). Of the 2018 Panhandle CapEx, an aggregate of $27,181,110 was expected to be in service as of the balance sheet date reflected in Lessees first 2018 Regulatory Order (First 2018 CapEx), an aggregate of $43,170,873 was expected to be in service as of the balance sheet date reflected in Lessees second 2018 Regulatory Order (Second 2018 CapEx), and an aggregate of $16,426,556 was expected to be placed in service throughout the remainder of 2018 (2018 Stub-Year CapEx) and to be included in the first 2019 Regulatory Order. The Parties expected the First 2018 CapEx, Second 2018 CapEx and 2018 Stub-Year CapEx, collectively, to have a weighted average in-service date of April 1, 2018. Pursuant to the Twelfth Amended Supplement, the Parties expected the first 2018 Regulatory Order to be effective on June 1, 2018, the second 2018 Regulatory Order to be effective on September 1, 2018 and the first 2019 Regulatory Order to be effective on May 1, 2019.