SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INFRAREIT PARTNERS, LP Dated as of February 4, 2015InfraREIT, Inc. • February 4th, 2015 • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, effective as of the Effective Date (as hereinafter defined), is entered into by and among InfraREIT, Inc., a Maryland corporation (“InfraREIT Inc.”), as the General Partner, InfraREIT, LLC, as the Predecessor General Partner (defined below), Hunt-InfraREIT, L.L.C., a Delaware limited liability company, as the Initial Limited Partner, and the other Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein. Capitalized terms used in this Agreement have the meaning assigned to them in Article I.
MANAGEMENT AGREEMENTManagement Agreement • February 4th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This MANAGEMENT AGREEMENT (this “Agreement”), is made and entered into on January 29, 2015 to be effective as of the Effective Date (as hereinafter defined), by and between Hunt Utility Services, LLC, a Delaware limited liability company (the “Manager”), InfraREIT Partners, LP, a Delaware limited partnership (the “Operating Partnership”), and InfraREIT, Inc., a Maryland corporation and the general partner of the Operating Partnership (the “Company”). The Manager, the Operating Partnership and the Company are sometimes referred to in this Agreement individually as a “Party” or collectively as the “Parties.”
INFRAREIT, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT Dated as of January 29, 2015Registration Rights and Lock-Up Agreement • February 4th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2015, among InfraREIT, Inc., a Maryland corporation (together with its successors and assigns, the “Company”), and each of the persons listed on the attached Schedule A who become signatories to this Agreement (each, an “Initial Holder” and collectively, the “Initial Holders”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • February 4th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Maryland
This Structuring Fee Agreement (the “Agreement”), dated as of January 29, 2015 (the “Effective Date”), is made by and between InfraREIT, Inc., a Maryland corporation (the “Company”), and Hunt-InfraREIT, L.L.C., a Delaware limited liability company (“Hunt-InfraREIT”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 4th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This Share Purchase Agreement (this “Agreement”) is entered into as of January 29, 2015 by and between InfraREIT, Inc., a Maryland corporation (the “Purchaser”), and Westwood Trust, as Trustee of the Excess Shares Trust (the “Trust”).
DEVELOPMENT AGREEMENTDevelopment Agreement • February 4th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2015, by and between Hunt Transmission Services, L.L.C., a Delaware limited liability company (“Hunt”), Sharyland Utilities, L.P., a Texas limited partnership (“Sharyland”), InfraREIT Partners, LP, a Delaware limited partnership (the “Operating Partnership”), InfraREIT, Inc., the general partner of the Operating Partnership (the “REIT” and, together with the Operating Partnership and all direct and indirect subsidiaries of the REIT, “InfraREIT”). Hunt, Sharyland, the Operating Partnership and the REIT are sometimes referred to in this Agreement individually as a “Party” or collectively as the “Parties.” Capitalized terms used herein but not otherwise defined have the meaning set forth in Article I.
THIRD AMENDED AND RESTATED COMPANY AGREEMENT SHARYLAND DISTRIBUTION TRANSMISSION SERVICES, L.L.C.Company Agreement • February 4th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Texas
THIS THIRD AMENDED AND RESTATED COMPANY AGREEMENT (herein called this “Agreement”) is made and entered into on January 29, 2015 to be effective as of the Effective Date (as hereinafter defined), by and between Sharyland Utilities, L.P., a Texas limited partnership (“Sharyland Utilities” or the “Sharyland Member”), and Transmission and Distribution Company, L.L.C., a Texas limited liability company (formerly known as Texas T&D Company, L.L.C., the “TDC Member”).
MERGER AND TRANSACTION AGREEMENTMerger and Transaction Agreement • February 4th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Maryland
This MERGER AND TRANSACTION AGREEMENT (this “Agreement”), is executed as of the 29th day of January, 2015, by and between InfraREIT, L.L.C., a Delaware limited liability company (“InfraREIT LLC”), InfraREIT, Inc., a Maryland corporation (“InfraREIT Inc.”), and InfraREIT Partners, LP, a Delaware limited partnership (the “Operating Partnership”).
DELEGATION AGREEMENT between SHARYLAND UTILITIES, L.P. and INFRAREIT, INC.Delegation Agreement • February 4th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Texas
This DELEGATION AGREEMENT (this “Agreement”), entered into on January 29, 2015 to be effective as of the Effective Date (as hereinafter defined), is by and between Sharyland Utilities, L.P., a Texas limited partnership (“Sharyland”), and InfraREIT, Inc., a Maryland corporation (“Delegatee”). Each of Sharyland and Delegatee may be referred to herein as a “Party” and together as the “Parties.”
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 4th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This Unit Subscription Agreement (this “Agreement”), dated as of January 29, 2015, is made by and between InfraREIT Partners, LP (the “Partnership”) and MC Transmission Holdings, Inc. (“Marubeni”).
GENERAL RELEASE AGREEMENTGeneral Release Agreement • February 4th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This general release agreement (this “Release”) is executed as of January 29, 2015 by and among Hunt Transmission Services, L.L.C. (“Hunt”), InfraREIT, L.L.C. (formerly Electric Infrastructure Alliance of America, L.L.C.) (“InfraREIT LLC”), InfraREIT Partners, LP (formerly Electric Infrastructure Alliance of America, L.P. (the “Operating Partnership”), InfraREIT, Inc. (formerly known as Hunt Electrical Infrastructure Investment Corporation) (“InfraREIT Inc.”), John Hancock Life Insurance Company (U.S.A.) (“Hancock”), Marubeni Corporation (“Marubeni”), OpTrust Infrastructure N.A. Inc. (“OpTrust”), OPTrust N.A. Holdings Trust (“OPTrust Holdings”), and Teachers Insurance and Annuity Association of America (“TIAA” and, together with Hancock, Marubeni, OpTrust and OPTrust Holdings, each an “Investor” and, collectively, the “Investors”). Hunt, InfraREIT LLC, the Operating Partnership, InfraREIT Inc. and the Investors are each referred to herein as a “Party” and collectively as the “Parties.”
REDEMPTION AGREEMENTRedemption Agreement • February 4th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This redemption agreement (this “Agreement”) is executed as of January 29, 2015 by and between InfraREIT, Inc. (“InfraREIT Inc.”) and InfraREIT Partners, LP (the “Operating Partnership”).
LOCK-UP AGREEMENTLock-Up Agreement • February 4th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2015, by and among InfraREIT, Inc., a Maryland corporation (together with its successors and assigns, the “Company”), InfraREIT Partners, LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, “InfraREIT”), Hunt-InfraREIT, L.L.C., a Delaware limited liability company (“Hunt-InfraREIT”), and Hunt Consolidated, Inc., a Delaware corporation (“HCI” and, together with Hunt-InfraREIT, “Hunt”).
REDEMPTION AGREEMENTRedemption Agreement • February 4th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This redemption agreement (this “Agreement”), dated as of January 29, 2015, is made by and among Hunt-InfraREIT, L.L.C. (“Hunt-InfraREIT”), InfraREIT, Inc. (“InfraREIT Inc.”) and InfraREIT Partners, LP (the “Operating Partnership”).
