Exhibit 10.1
Execution Version
CONSENT AND FOURTH AMENDMENT
TO NOTE PURCHASE AGREEMENT
This CONSENT AND FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT, dated as of
December 21, 2018 (this "Amendment") amends that certain Amended and Restated
Note Purchase Agreement, dated as of July 13, 2010 (as amended, restated,
amended and restated or otherwise modified prior to the date hereof, the
"Agreement"), by and among TRANSMISSION AND DISTRIBUTION COMPANY, L.L.C. (the
"Company") and the holders of the notes issued thereunder ("Holders").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement (as amended by this Amendment)
and the rules of interpretation set forth therein shall apply to this Amendment.
RECITALS
WHEREAS, the Company and the Holders are parties to the Agreement;
WHEREAS, InfraREIT Partners, LP ("InfraREIT Partners"), a Delaware limited
partnership and the parent of the Company, and InfraREIT, Inc. ("InfraREIT"),
the general partner of InfraREIT Partners, have entered into that certain
Agreement and Plan of Merger (the "Merger Agreement"), with Oncor Electric
Delivery Company LLC ("Oncor"), 1912 Merger Sub LLC ("Merger Sub") and Oncor T&D
Partners, LP ("Merger Partnership"), pursuant to which the parties thereto will
effect a business combination through (i) a merger of InfraREIT with and into
Merger Sub, with Merger Sub being the surviving entity (the "InfraREIT Merger"),
(ii) a contribution (the "Affiliate Contribution") by such surviving entity of a
1% limited partnership interest in InfraREIT Partners to an affiliate of Oncor,
and (iii) immediately following the consummation of the InfraREIT Merger and the
Affiliate Contribution, a merger of Merger Partnership with and into InfraREIT
Partners, with InfraREIT Partners being the surviving entity (together with the
InfraREIT Merger, the "Mergers"), in each case, on the terms and subject to the
conditions set forth in the Merger Agreement;
WHEREAS, concurrently with the execution and delivery of the Merger Agreement,
Sharyland Distribution & Transmission Services, L.L.C. ("SDTS"), a Texas limited
liability company and subsidiary of the Company entered into an Agreement and
Plan of Merger (the "Asset Exchange Agreement"), with Sharyland Utilities, L.P.
("Sharyland") and Oncor, upon the terms and subject to the conditions of which,
among other things, (i) Sharyland will allocate to and vest in SDTS, and SDTS
will accept and assume, through the joint survivor merger of Sharyland and SDTS
provided for in the Asset Exchange Agreement (the "SU-SDTS Merger"), the NTX
Package (as defined in the Asset Exchange Agreement) and (ii) SDTS will allocate
to and vest in Sharyland, and Sharyland will accept and assume, through the
SU-SDTS Merger, the STX Package (as defined in the Asset Exchange Agreement);
WHEREAS, SDTS owns certain real property and other assets that it leases to
Sharyland pursuant to the SU/SDTS Leases (as defined in the Asset Exchange
Agreement);
WHEREAS, concurrently with the execution and delivery of the Asset Exchange
Agreement, InfraREIT, InfraREIT Partners and SDTS entered into an Omnibus
Termination Agreement (the "Omnibus Termination Agreement"), with Hunt
Consolidated, Inc., Hunt Transmission Services, L.L.C., Electricity Participant
Partnership, L.L.C. and