hifr-ex1020_617.htm



Exhibit 10.20

 

First Amended and Restated Rent Supplement

(Permian Lease)

February 28, 2018

 

This First Amended and Restated Rent Supplement (this “First Amended Supplement”) between Sharyland Distribution & Transmission Services, L.L.C. (“Lessor”) and Sharyland Utilities, L.P. (“Lessee”) is executed and delivered on February 28, 2018 to memorialize supplements to the Permian Lease (as defined below), effective as of December 31, 2017. 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 December 31, 2017 (the “Lease Effective Date”), the Parties executed a Rent Supplement (Permian Lease) (the “Effective Date Rent Supplement”), which, among other things, established Rent with respect to the Permian Assets that were in service as of the Lease Effective Date; and 

WHEREAS, the Rate Base of the Permian Assets as of the Lease Effective Date was different than estimated in the Effective Date Rent Supplement, and the Parties wish to effect a Rent Validation (as set forth in Section 3.3 of the Permian Lease) and to amend and restate the Effective Date Rent Supplement to memorialize the effect of such difference.

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 Effective Date Rent Supplement is hereby amended and restated in its entirety as set forth below.

2.The Permian Lease, except as supplemented by this First Amended Supplement, shall remain in full force and effect.


			
	
Incremental CapEx:
	
 
	
 

	
 
	
2018

 

(Total 2018)
	
$  10,025,211*

$  58,071,834**

$  68,097,045***

 




 

* Represents the amount of distribution Incremental CapEx that the Parties expect to be placed in service during 2018, with an expected weighted average in-service date of May 1, 2018. Rent supplements with respect to this distribution Incremental CapEx were agreed to and memorialized as part of the Effective Date Rent Supplement.

** Represents the aggregate amount of transmission Incremental CapEx the Parties expect 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 is 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 is 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 is 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 expect the First 2018 CapEx, Second 2018 CapEx and 2018 Stub-Year CapEx, collectively, to have a weighted average in-service date 

1

Permian Lease



of September 1, 2018. The Parties expect 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 expect to be placed in service during 2018. 

 


			
	
Lessee CapEx:  N/A
	
 
	
 




 


			
	
Base Rent#:
	
 
	
 

	
 
	
2018
	
$53,812,844*

	
 
	
2019
	
$57,959,163**

	
 
	
2020
	
$58,772,927

 




 

# The Rate Base of the Permian Assets as of the Lease Effective Date was $408,794,249, of which $853,431 has not yet been included in a Regulatory Order (“Prior Stub-Year CapEx”). The estimated Rate Base of the Permian Assets as of the Lease Effective Date that was included in the Effective Date Rent Supplement was $414,497,906, of which an estimated $8,284,210 constituted Prior Stub-Year CapEx. As a result, a Rent Validation has occurred pursuant to Section 3.3 of the Permian Lease, and, as part of this Rent Validation, the amount of 2018-2020 Base Rent has been restated.

 

* Lessee will make a monthly 2018 Base Rent payment of $4,451,115 on the 15th day of each month beginning on March 15, 2018 through July 15, 2018 (with respect to January 2018 through May 2018). Lessee will then make a 2018 Base Rent payment of $4,464,736 on the 15th day of each month beginning on August 15, 2018 through October 15, 2018 (with respect to June 2018 through August 2018), with the increase in monthly Base Rent reflecting Prior Stub-Year CapEx and First 2018 CapEx and commencing June 1, 2018, which is the expected effective date of Lessee’s first 2018 Regulatory Order. Subsequently, Lessee will make a 2018 Base Rent payment of $4,540,766 on the 15th day of each month beginning on November 15, 2018 through February 15, 2019 (with respect to September 2018 through December 2018), with the increase in monthly Base Rent reflecting Second 2018 CapEx and commencing September 1, 2018, which is the expected effective date of Lessee’s second 2018 Regulatory Order. 

 

** Lessee will make a monthly 2019 Base Rent payment of $4,478,074 on the 15th day of each month beginning on March 15, 2019 through June 15, 2019 (with respect to January 2019 through April 2019). Subsequently, Lessee will make a 2019 Base Rent payment of $5,005,858 on the 15th day of each month beginning on July 15, 2019 through February 15, 2020 (with respect to May 2019 through December 2019), with the increase in monthly Base Rent reflecting 2018 Stub-Year CapEx and commencing May 1, 2019, which is the expected effective date of Lessee’s first 2019 Regulatory Order. 

 

 


			
	
Percentage Rent Percentages:
	
 
	
 

	
 
	
2018
	
0%

	
 
	
2019
	
0%

	
 
	
2020
	
0%

 




 

Annual Percentage Rent Breakpoints:  N/A

 

Revenues Attributable to Lessee CapEx:  N/A

 

TCOS Allocation:  N/A

2Permian Lease



 

Allocated Other Revenue:  N/A

 

Term of Rent Supplement:  Expires 12/31/20




 

3Permian Lease



The Parties have executed this First Amended Supplement to the Permian Lease as of the date set forth above.

 


	
 
	
SHARYLAND UTILITIES, L.P.

	
 
	
 
	
 

	
 
	
By:
	
/s/ Greg Wilks

	
 
	
Name:
	
Greg Wilks

	
 
	
Title:
	
Chief Financial Officer




 


	
 
	
SHARYLAND DISTRIBUTION &
TRANSMISSION SERVICES, L.L.C.

	
 

	
 
	
 
	
 

	
 
	
By:
	
/s/ Brant Meleski

	
 
	
Name:
	
Brant Meleski

	
 
	
Title:
	
Chief Financial Officer




 

 

Permian Lease