EXHIBIT 10.86


 


As of September 9, 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, 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 September 30, 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 SUPERCEDES ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THIS


 

















 


AMDENDMENT LETTER, AND MAY NOT BE
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/
  Clark E. Emurght for

  	
   

  
	
   

  	
   

  	
  Molly Curl

  	
   

  
	
   

  	
   

  	
  Chief
  Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and agreed to

  As of September 9th, 2004

  	
   

  
	
   

  	
   

  
	
  BORROWER:

  	
   

  
	
   

  	
   

  
	
  NEWCORP RESOURCES ELECTRIC

  	
   

  
	
  COOPERATIVE INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lee D. Atkins

  	
   

  	
   

  
	
   

  	
   

  	
  Lee D. Atkins

  	
   

  	
   

  
	
   

  	
   

  	
  Secretary and Treasurer

  	
   

  	
   

  



 


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