Supplemental Agreement to Service Agreement between NewCorp Resources, Inc. and Cap Rock Electric Cooperative, Inc.

Summary

NewCorp Resources, Inc. and Cap Rock Electric Cooperative, Inc., both Texas corporations, enter into this supplemental agreement to modify their existing service agreement for the purchase and sale of electric power. The agreement clarifies early termination rights for Cap Rock, requiring five years' notice and payment of certain charges if terminated early. It also assigns specific obligations regarding purchases from and sales to qualifying energy facilities, in compliance with federal and state regulations. The agreement is effective as of April 25, 1995, and supplements all prior related agreements between the parties.

EX-10.64 55 a2036361zex-10_64.txt EXHIBIT 10.64 Exhibit 10.64 SUPPLEMENTAL AGREEMENT THIS SUPPLEMENTAL AGREEMENT is entered into this 25th day of April, 1995. by and between NewCorp Resources, Inc. (hereinafter "NCR"), a corporation organized and existing under the laws of the State of Texas, and Cap Rock Electric Cooperative, Inc. (hereinafter "Cap Rock"), a corporation organized and existing under the laws of the State of Texas (collectively the "Parties"). WHEREAS, NCR and Cap Rock have entered into a Service Agreement pursuant to which Cap Rock will purchase electric power and energy from NCR under NCR's Rate Schedule WP and Tariff for Electric Service on file with the Federal Energy Regulatory Commission; and WHEREAS, NCR and Cap Rock have entered into an Assignment of Wholesale Power Contract to assign from Cap Rock to NCR the Agreement for Wholesale Full Requirements Electric Power Service between Southwestern Public Service Company ("SPS") and Cap Rock dated July 3, 1991, as amended by the first amendment dated January 22, 1992, (the "SPS Contract"); and WHEREAS, NCR is able to satisfy certain of its obligations under the SPS Contract only if Cap Rock agrees to corresponding obligations to NCR; NOW THEREFORE, NCR and Cap Rock, in consideration of these premises and of the mutual covenants and agreements herein contained, and of the mutual benefits derived therefrom, thereby agree as follows: 1. PURPOSE. This Agreement supplements the terms and conditions found in NCR Rate Schedule WP and the Service Agreement entered into by the Parties on even date herewith. This agreement incorporates all terms and conditions found in Rate Schedule WP and the Service Agreement. 2. TERM. Section (6) of the Service Agreement is supplemented as follows: During the period beginning January 1, 2004, and ending December 31, 2013, Cap Rock may elect to terminate the Service Agreement and this Supplemental Agreement early, effective at the end of any calendar year. by giving NCR at least five years' notice before the proposed termination date. In the event of early termination, Cap Rock shall be liable to NCR for any termination or other charges owed by NCR to SPS resulting from Cap Rock's termination and paid by NCR to its power supplier(s). 3. SALES TO AND PURCHASES FROM QUALIFYING FACILITIES. In light of the corporate relationship between NCR and Cap Rock, NCR and Cap Rock agree as follows: (a) During the term of this Agreement, NCR agrees to assume Cap Rock's obligations to purchase electric energy and capacity offered by Qualifying Facilities as required by the regulations set forth in Part 292 of the Code of Federal Regulations ("CFR"), promulgated under Sections 201 and 210 of the Public Utilities Regulatory Act of 1978, or the rules and regulations of the Public Utility Commission of Texas, or both, as the case may be. (b) During the term of this Agreement. Cap Rock agrees to assume NCR's obligations to sell back-up, maintenance, supplementary and interruptible power to Qualifying Facilities as required by the regulations set forth in Part 292 of the CFR, promulgated under Sections 201 and 210 of the Public Utilities Regulatory Act of 1978, or the rules and regulations of the Public Utility Commission of Texas, or both, as the case may be. Accepted by NCR: Accepted by Cap Rock Electric Cooperative: /s/ Steven E. Collier /s/ David W. Pruitt - ------------------------- ------------------------------- Signature Signature President President/CEO - ------------------------- ------------------------------- Title Title April 25, 1995 4/25/95 - ------------------------- ------------------------------- Date Signed Date Signed