Exhibit
10.87


 


September 24, 2004


 


 


NewCorp Resources Electric Cooperative, Inc.


500 West Wall, Suite 400


Midland, Texas 79701


Attn:  Lee D. Atkins


Telecopy No.:  (432) 684-0333


 


Re:                               Promissory
Note dated September 10, 2003 in the aggregate principal amount of
$14,168,715.04 executed by NewCorp Resources Electric Cooperative, Inc.  (“Borrower”) in favor of Beal Savings
Bank (as assignee of Beal Bank, S.S.B.) (the ‘Lender”) (such promissory
note as amended by that certain amendment letter dated as of September 9, 2004
between Borrower and the Lender, the “Note”).  All capitalized terms used herein, unless otherwise defined
herein, shall have the same meaning as in the Note.


 


Ladies and Gentlemen:


 


Borrower has requested that the Lender agree to amend clause
(h) of Section 1 of the Note to read in its entirety as follows:


 


(h)                                 “Final
Maturity Date” shall mean October 29, 2004.


 


The Lender agrees to the foregoing requested amendment
on the terms and conditions set forth in this letter (the “Amendment Letter”).


 


In order to induce the Lender to agree to this
Amendment Letter, Borrower agrees that:


 


(a)                                  Except
as expressly set forth herein, this Amendment Letter shall not be deemed to be
an amendment or waiver of the terms and provisions of any of the Loan Documents
nor a waiver of any Event of Default;


 


(b)                                 Except
as expressly modified by this Amendment Letter, the terms and provisions of the
Note and the other Loan Documents are ratified and confirmed and shall continue
in full force and effect;


 


(c)                                  The
Note and the other Loan Documents continue to be legal, valid, binding and
enforceable in accordance with their respective terms; and


 


(d)                                 Each
reference in any Loan Document to the Note is hereby amended to mean the Note
as amended by this Amendment Letter.


 


Borrower also represents and warrants to the Lender
that the following statements are true, correct and complete: (a) no Event of
Default has occurred and is continuing and (b) the representations and
warranties set forth in the Loan Documents are true and correct on and as of
the date hereof with the same effect as though made on and as of such date
except with respect to any representations and warranties limited by their
terms to a specific date.


 


THIS AMENDMENT LETTER EMBODIES THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT-MATTER HEREOF
AND SUPERSEDES  ANY  AND 
ALL  PRIOR   COMMITMENTS,  AGREEMENTS, 
REPRESENTATIONS


 


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AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT
LETTER, AND MAY NOT NE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO.  This Amendment Letter shall be
governed by and construed in accordance with the laws of the State of Texas and
the applicable laws of the United States of America.  This Amendment Letter may be executed in one or more counterparts
and on telecopy counterparts each of which shall be deemed an original but all
of which together shall constitute one and the same agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  BEAL SAVINGS BANK (as assignee of Beal Bank, S.S.B)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Molly Curl

  	
   

  
	
   

  	
   

  	
  Molly Curl

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted to and agreed to

  	
   

  
	
  As of September 29th, 2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BORROWER

  	
   

  
	
   

  	
   

  
	
  NEWCORP RESOURCES ELECTRIC

  COOPERATIVE, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  Lee D.
  Atkins

  	
   

  	
   

  
	
   

  	
  Lee D. Atkins

  	
   

  
	
   

  	
  Secretary and Treasurer

  	
   

  
						



 


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