Exhibit 10.4
Second Amended and Restated Rent Supplement
(Permian Lease)
December 31, 2018
This Second Amended and Restated Rent Supplement (this “Second 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 Permian 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 Permian Lease.
WHEREAS, Lessor and Lessee are Parties to a Permian Lease Agreement dated December 31, 2017 (as amended from time to time in accordance with its terms, the “Permian Lease”);
WHEREAS, on February 28, 2018, the Parties executed a First Amended and Restated Rent Supplement (Permian Lease) effective as of December 31, 2017 (the “First Amended Supplement”);
WHEREAS, the Parties wish to amend and restate the First Amended Supplement pursuant to Section 3.2 of the Permian Lease; and
WHEREAS, the Parties intend to memorialize in this Second 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 First Amended Supplement is hereby amended and restated in its entirety as set forth below.
2. The Permian Lease, except as supplemented by this Second Amended Supplement, shall remain in full force and effect.
Incremental CapEx:
| | | | |
2018 | | $ | 10,025,211 | * |
| | $ | 58,071,834 | ** |
(Total 2018) | | $ | 68,097,045 | *** |
| | | | |
2019 | | $ | 994,262 | # |
| | $ | 59,422,355 | ## |
(Total 2019) | | $ | 60,416,617 | ### |
| | | | |
| * | Represents the amount of distribution Incremental CapEx that the Parties expected to be placed in service in 2018, with an expected weighted averagein-service date of May 1, 2018. Rent supplements with respect to this distribution Incremental CapEx were agreed to and memorialized as part of the Rent Supplement (Permian Lease) dated December 31, 2017 (“Effective Date Rent Supplement”). |
| ** | Represents the aggregate amount of transmission Incremental CapEx the Parties expected to be placed in service in 2018. Rent supplements with respect to this transmission Incremental CapEx were agreed to and memorialized as part of the Effective Date Rent Supplement. Of the 2018 transmission Incremental CapEx, an aggregate of $446,511 was expected to be in service as of the balance sheet date reflected in Lessee’s first 2018 Regulatory Order (“First 2018 CapEx”), an aggregate of $7,255,992 was expected to be in service as of the balance sheet date reflected in Lessee’s second 2018 Regulatory Order (“Second 2018 CapEx”), and an aggregate of $50,369,331 was expected to be placed in service throughout the remainder of 2018 (“2018 Stub-Year CapEx”) and 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 averagein-service date of September 1, 2018. Pursuant to the Effective Date Rent 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. |
| *** | Represents the total amount of transmission and distribution Incremental CapEx that the Parties expected to be placed in service in 2018. |
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PERMIAN LEASE
