FIRST AMENDMENT TO LOAN AGREEMENT
FIRST AMENDMENT TO LOAN AGREEMENT, (the "Amendment") is made and
effective as of October 28,, 1997, by and between CAP ROCK ELECTRIC COOPERATIVE,
INC. ("Borrower"), a corporation organized and existing under the laws of the
State of Texas, and NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
("CFC"), a corporation organized and existing under the laws of the District of
Columbia
RECITALS
WHEREAS, the Borrower and CFC are parties to that certain loan
agreement dated as of October 24, 1995, with respect to CFC Loan No. TX
107-A-9043 (the "Original Loan Agreement");
WHEREAS, the Borrower and CFC have agreed to modify the Original Loan
Agreement as set forth herein;
NOW, THEREFORE, for and in consideration of the foregoing, and in
further consideration of the premises and the mutual covenants herein contained,
the parties hereto agree and bind themselves as follows:
Section 1. Recitals. The foregoing recitals are incorporated herein by
reference.
Section 2. Definitions. Capitalized terms that are not defined herein shall have
the meanings assigned to them as set forth in the Original Loan Agreement. If
not otherwise defined therein or herein, such capitalized terms shall be defined
in accordance with generally accepted accounting principles.
Section 3. Amendment. Schedule 1 of the Original Loan Agreement is hereby
amended as follows:
(1) by adding to the end of Item No. 1 the following sentence:
Borrower may use up to $10,500,000.00 of this loan for construction
and general corporate purposes consistent with Borrowers corporate
authority and applicable law
(2) by deleting Item No. 7 in its entirety and replacing it with the following:
The Borrower selects the following Notes:
<TABLE>
<S> <C> <C> <C>
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LOAN NUMBER AMOUNT MATURITY DATE
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A-9048 $10,500,000.00 October 24, 2030
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A-9047 $ 4,500,000.00 October 24, 2005
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</TABLE>
(3) by deleting Item No. 9 in its entirety and replacing it with the following:
(a) Advances on Loan No. A-9048 shall be amortized on a level debt
service basis over a period of thirty-five (35) years, commencing from
the original note date of October 24, 1995.
(b) Borrower shall repay Advances on Loan No. A-9047 as follows:
(i)From the date hereof through the Payment Date ending on
August 31, 1998, Borrower shall pay interest only. From and after
August 31, 1998 and through the Maturity Date, Borrower shall make an
annual principal payment in the amount of One Hundred Fifty Thousand
Dollars ($150,000.00), plus any interest then due and payable. Any
remaining outstanding principal balance shall be paid at maturity. -
(ii) Notwithstanding anything to the contrary in the Original
Loan Agreement, Borrower may prepay any or all of Loan No. A-9047
without prepayment premium, penalty or fees.
Section 4. Representations and Warranties. The Borrower represents and
warrants that:
4.1 Good Standing. The Borrower is a corporation duly incorporated and
validly existing and in good standing under the laws of the state of its
incorporation, is duly qualified in those states in which it is required to be
qualified to conduct its business and has corporate power to enter into and
perform this Amendment. The Borrower is a member in good standing of CFC.
4.2 Authority. The execution, delivery and performance by the Borrower
of this Amendment and the performance hereof have been duly authorized by a)l
necessary corporate action and will not violate any provision of law or of the
Articles of Incorporation or By-Laws of the Borrower or result in a breach of,
or constitute a default under, any agreement, indenture or other instrument to
which the Borrower is a party or by which it may be bound.
4.3 Material Adverse Change. There has been no material adverse change
in the financial condition or operations of the Borrower since the date of the
Original Loan Agreement, except as set forth in the most recent financial
statements submitted to CFC or as otherwise disclosed in writing to CFC prior to
the date hereof.
4.4 REQUIRED APPROVALS. NO LICENSE, CONSENT OR APPROVAL OF ANY
GOVERNMENTAL AGENCY OR AUTHORITY IS REQUIRED TO ENABLE THE BORROWER TO ENTER
INTO THIS AMENDMENT, OR TO PERFORM ANY OF THE OBLIGATIONS PROVIDED FOR HEREIN,
EXCEPT AS HAVE BEEN OBTAINED BY THE BORROWER AND DELIVERED TO CFC PRIOR TO THE
DATE HEREOF.
4.5 Prior Representations and Warranties. All representations and
warranties made by the Borrower in the Original Loan Agreement are true and
correct as of the date hereof
Section 5. Additional Conditions of Lending. In addition to the conditions
set forth in the Original Loan Agreement, the obligation of CFC to make any
Advance is subject to the following:
5.1 Payoff of Loan No. 9043. Borrower shall pay off Loan No. A-9043 with
the full proceeds of Loan No. A-9047 and any additional proceeds required from
Loan No. A-9048.
5.2 Opinion of Counsel. If requested by CFC, Borrower shall provide an
opinion of counsel covering such matters as CFC may reasonably require with
respect to this Amendment.
Section 6. Miscellaneous.
6.1 Modifications. No modification or waiver of any provision of this
Amendment, and no consent to any departure by Borrower therefrom, shall in any
event be effective unless the same shall be in writing by the party granting
such modification, waiver or consent.
6.2 Merger and Integration. This Amendment, the Original Loan
Agreement and the and matters incorporated by reference contain the entire
agreement of the parties hereto with respect to the matters covered and the
transactions contemplated hereby.
6.3 Incorporation; Inconsistency with Original Loan Agreement. Except
as otherwise amended or modified herein, the terms, conditions and provisions of
the Original Loan Agreement are incorporated herein by reference as if set forth
in full herein and remain in full force and effect. In the event of any conflict
or inconsistency between the terms of this Amendment and the Original Loan
Agreement, the terms of this Amendment shall control. Nothing in this Amendment
shall, however, eliminate or modify any special condition, special affirmative
covenant or special negative covenant, if any, specified in the Original Loan
Agreement or herein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
CAP ROCK ELECTRIC COOPERATIVE, INC.
(SEAL)
By: /s/ Russell E. Jones
Title: Chairman of the Board
Attest: /s/ Alfred Schwartz
Secretary
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
(SEAL)
By: /s/ Cindy Tracy
Assistant Secretary-Treasurer
Attest: /s/ Not Legible
Assistant Secretary-Treasurer
