x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Chugach Electric Association, Inc.
|
||
(Exact name of registrant as specified in its charter)
|
||
Alaska
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92-0014224
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
|
5601 Electron Dr., Anchorage, Alaska
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99518
|
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(907) 563-7494
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|
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
Name of each exchange on which registered
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|
N/A
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N/A
|
|
Securities registered pursuant to Section 12(g) of the Act:
|
||
N/A
|
||
(Title of class)
|
Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer x
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Smaller reporting company o
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PART I
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Page
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Item 1 –
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3
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Item 1A –
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11
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Item 1B –
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16
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Item 2 –
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16
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Item 3 –
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26
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Item 4 –
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26
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|
PART II
|
||
Item 5 –
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26
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Item 6 –
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27
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Item 7 –
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28
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Item 7A –
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50
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Item 8 –
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51
|
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Item 9 –
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89
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Item 9A –
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89
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Item 9B –
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90
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PART III
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Item 10 –
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90
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Item 11 –
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94
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Item 12 –
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100
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Item 13 –
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100
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Item 14 –
|
101
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PART IV
|
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Item 15 –
|
101
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|
116
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MWh
|
2010 Revenues
|
Percent of Sales Revenue
|
||||||||||
Direct retail sales:
|
||||||||||||
Residential
|
545,123 | $ | 72,355,957 | 28 | % | |||||||
Commercial
|
624,307 | 67,754,347 | 26 | % | ||||||||
Total
|
1,169,430 | 140,110,304 | 54 | % | ||||||||
Wholesale sales:
|
||||||||||||
MEA
|
743,212 | 55,937,931 | 22 | % | ||||||||
HEA
|
454,223 | 33,189,789 | 13 | % | ||||||||
Seward
|
61,651 | 4,188,989 |
2
|
% | ||||||||
Total
|
1,259,086 | 93,316,709 | 37 | % | ||||||||
Economy energy/other sales1
|
278,093 | 22,141,341 | 9 | % | ||||||||
Total from sales
|
2,706,609 | 255,568,354 | 100 | % | ||||||||
Miscellaneous energy revenue
|
2,756,991 | |||||||||||
Total energy revenues
|
$ | 258,325,345 |
Load (MWh)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
Retail
|
1,159,995 | 1,158,684 | 1,157,377 | 1,156,073 | 1,154,772 | |||||||||||||||
Wholesale
|
1,249,919 | 1,262,491 | 1,266,362 | 815,806 | 58,173 | |||||||||||||||
Losses
|
125,000 | 125,277 | 125,294 | 111,739 | 89,013 | |||||||||||||||
Total
|
2,534,914 | 2,546,452 | 2,549,033 | 2,083,618 | 1,301,958 |
Facility
|
Commercial Operation Date
|
Nomenclature
|
Rating
(MW)(1)
|
Run Hours (2010)
|
Percent of Total Run Hours
|
Percent of
Time
Available
|
||||||||||||||||
Beluga Power Plant (3)
|
||||||||||||||||||||||
1 | 1968 |
GE Frame 5
|
19.6 | 1,920.6 | 3.9 | 98.2 | ||||||||||||||||
2 | 1968 |
GE Frame 5
|
19.6 | 2,199.9 | 4.4 | 96.9 | ||||||||||||||||
3 | 1972 |
GE Frame 7
|
64.8 | 7,891.0 | 15.9 | 95.0 | ||||||||||||||||
5 | 1975 |
GE Frame 7
|
68.7 | 7,697.8 | 15.5 | 94.2 | ||||||||||||||||
6 | 1976 |
AP 11DM-EV
|
79.2 | 6,877.7 | 13.8 | 78.5 | ||||||||||||||||
7 | 1978 |
AP 11DM-EV
|
80.1 | 8,241.1 | 16.6 | 94.1 | ||||||||||||||||
8 | 1981 |
BBC DK021150(2)
|
53.0 | 7,740.4 | 15.6 | 88.6 | ||||||||||||||||
Bernice Lake Power Plant (3)
|
385.0 | |||||||||||||||||||||
2 | 1971 |
GE Frame 5
|
19.0 | 1,051.2 | 2.1 | 91.6 | ||||||||||||||||
3 | 1978 |
GE Frame 5
|
26.0 | 214.9 | 0.4 | 51.0 | ||||||||||||||||
4 | 1981 |
GE Frame 5
|
22.5 | 456.3 | 0.9 | 75.9 | ||||||||||||||||
Cooper Lake Hydroelectric Plant
|
67.5 | |||||||||||||||||||||
1 | 1960 |
BBC MV 230/10
|
9.6 | 2,570.5 | 5.2 | 85.2 | ||||||||||||||||
2 | 1960 |
BBC MV 230/10
|
9.6 | 2,506.1 | 5.1 | 95.9 | ||||||||||||||||
IGT Power Plant
|
19.2 | |||||||||||||||||||||
1 | 1964 |
GE Frame 5
|
14.1 | 51.9 | 0.1 | 98.5 | ||||||||||||||||
2 | 1965 |
GE Frame 5
|
14.1 | 142.3 | 0.3 | 92.6 | ||||||||||||||||
3 | 1969 |
Westinghouse 191G
|
18.5 | 86.9 | 0.2 | 98.3 | ||||||||||||||||
Eklutna Hydroelectric Plant
|
46.7 | |||||||||||||||||||||
1 | 1955 |
Newport News
|
5.8 | (4) | N/A | (5) | N/A | (5) | 93.8 | |||||||||||||
2 | 1955 |
Oerlikon custom
|
5.9 | (4) | N/A | (5) | N/A | (5) | 98.6 | |||||||||||||
11.7 | ||||||||||||||||||||||
System Total
|
530.1 | 49,648.6 | 100.0 |
(1)
|
Capacity rating in MW at 30 degrees Fahrenheit.
|
(2)
|
Steam-turbine powered generator with heat provided by exhaust from natural-gas fueled Units 6 and 7 (combined-cycle).
|
(3)
|
Beluga Unit 4 and Bernice Lake Unit 1 were retired during 1994.
|
(4)
|
The Eklutna Hydroelectric Project is jointly owned by Chugach, MEA and AML&P. The capacity shown is our 30 percent share of the plant’s output under normal operating conditions. The actual nameplate rating on each unit is 23.5MW.
|
(5)
|
Because Eklutna Hydroelectric Project is managed by a committee of the three owners, we do not record run hours or in-commission rates.
|
Balance Sheet Data
|
2010
|
2009
|
2008
|
2007
|
2006
|
|||||||||||||||
Electric plant, net:
|
||||||||||||||||||||
In service
|
$ | 407,351,421 | $ | 414,002,926 | $ | 432,460,336 | $ | 438,239,286 | $ | 439,268,514 | ||||||||||
Construction work in progress
|
100,787,482 | 48,383,610 | 25,151,072 | 17,712,884 | 20,683,335 | |||||||||||||||
Electric plant, net
|
508,138,903 | 462,386,536 | 457,611,408 | 455,952,170 | 459,951,849 | |||||||||||||||
Other assets
|
121,588,825 | 105,958,000 | 119,080,561 | 101,773,948 | 103,733,881 | |||||||||||||||
Total assets
|
$ | 629,727,728 | $ | 568,344,536 | $ | 576,691,969 | $ | 557,726,118 | $ | 563,685,730 | ||||||||||
Capitalization:
|
||||||||||||||||||||
Long-term debt
|
304,450,318 | 307,301,819 | 354,383,506 | 345,423,500 | 350,803,530 | |||||||||||||||
Equities and margins
|
161,842,284 | 156,320,597 | 153,766,999 | 149,310,436 | 150,716,100 | |||||||||||||||
Total capitalization
|
$ | 466,292,602 | $ | 463,622,416 | $ | 508,150,505 | $ | 494,733,936 | $ | 501,519,630 | ||||||||||
Equity Ratio1
|
34.7 | % | 33.7 | % | 30.3 | % | 30.2 | % | 30.1 | % | ||||||||||
Summary Operations Data
|
||||||||||||||||||||
Operating revenues
|
$ | 258,325,345 | $ | 290,247,308 | $ | 288,292,112 | $ | 257,443,919 | $ | 267,542,713 | ||||||||||
Operating expenses
|
233,967,201 | 264,872,577 | 260,580,365 | 232,367,023 | 234,969,329 | |||||||||||||||
Interest expense, net
|
20,005,698 | 20,606,349 | 22,532,797 | 23,712,797 | 24,010,874 | |||||||||||||||
Net operating margins
|
4,352,446 | 4,768,382 | 5,178,950 | 1,364,099 | 8,562,510 | |||||||||||||||
Nonoperating margins
|
1,057,563 | 891,966 | 1,232,800 | 1,521,157 | 1,476,549 | |||||||||||||||
Assignable margins
|
$ | 5,410,009 | $ | 5,660,348 | $ | 6,411,750 | $ | 2,885,256 | $ | 10,039,059 | ||||||||||
Margins for Interest Ratio2
|
1.26 | 1.27 | 1.28 | 1.12 | 1.41 |
Year
|
TIER
|
2010
|
1.44
|
2009
|
1.28
|
2008
|
1.30
|
2010
|
2009
|
2008
|
||||||||||
Net Operating Margins
|
$ | 4,352,446 | $ | 4,768,382 | $ | 5,178,950 | ||||||
Nonoperating Margins
|
$ | 1,057,563 | $ | 891,966 | $ | 1,232,800 | ||||||
Assignable Margins
|
$ | 5,410,009 | $ | 5,660,348 | $ | 6,411,750 |
Base Rate Sales Revenue
|
Fuel and Purchased Power Revenue
|
Total Revenue
|
||||||||||||||||||||||||||||||||||
2010
|
2009
|
% Variance
|
2010
|
2009
|
% Variance
|
2010
|
2009
|
% Variance
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Retail
|
|
|||||||||||||||||||||||||||||||||||
Residential
|
$ | 45.5 | $ | 45.0 | 1.1 | % | $ | 26.9 | $ | 37.3 | (27.9 | %) | $ | 72.4 | $ | 82.3 | (12.0 | %) | ||||||||||||||||||
Small Commercial
|
$ | 7.5 | $ | 8.0 | (6.3 | %) | $ | 5.8 | $ | 7.9 | (26.6 | %) | $ | 13.3 | $ | 15.9 | (16.4 | %) | ||||||||||||||||||
Large Commercial
|
$ | 28.3 | $ | 27.8 | 1.8 | % | $ | 24.6 | $ | 34.5 | (28.7 | %) | $ | 52.9 | $ | 62.3 | (15.1 | %) | ||||||||||||||||||
Lighting
|
$ | 1.3 | $ | 1.3 | 0.0 | % | $ | 0.2 | $ | 0.3 | (33.3 | %) | $ | 1.5 | $ | 1.6 | (6.3 | %) | ||||||||||||||||||
Total Retail
|
$ | 82.6 | $ | 82.1 | 0.6 | % | $ | 57.5 | $ | 80.0 | (28.1 | %) | $ | 140.1 | $ | 162.1 | (13.6 | %) | ||||||||||||||||||
Wholesale
|
||||||||||||||||||||||||||||||||||||
HEA
|
$ | 11.9 | $ | 11.8 | 0.8 | % | $ | 21.3 | $ | 31.1 | (31.5 | %) | $ | 33.2 | $ | 42.9 | (22.6 | %) | ||||||||||||||||||
MEA
|
$ | 21.4 | $ | 21.9 | (2.3 | %) | $ | 34.5 | $ | 47.8 | (27.8 | %) | $ | 55.9 | $ | 69.7 | (19.8 | %) | ||||||||||||||||||
SES
|
$ | 1.4 | $ | 1.3 | 7.7 | % | $ | 2.8 | $ | 4.4 | (36.4 | %) | $ | 4.2 | $ | 5.7 | (26.3 | %) | ||||||||||||||||||
Total Wholesale
|
$ | 34.7 | $ | 35.0 | (0.9 | %) | $ | 58.6 | $ | 83.3 | (29.7 | %) | $ | 93.3 | $ | 118.3 | (21.1 | %) | ||||||||||||||||||
Economy Sales
|
$ | 4.0 | $ | 1.2 | 233.3 | % | $ | 18.1 | $ | 6.1 | 196.7 | % | $ | 22.1 | $ | 7.3 | 202.7 | % | ||||||||||||||||||
Miscellaneous
|
$ | 2.8 | $ | 2.6 | 7.7 | % | $ | 0.0 | $ | 0.0 | 0.0 | % | $ | 2.8 | $ | 2.6 | 7.7 | % | ||||||||||||||||||
Total Revenue
|
$ | 124.1 | $ | 120.9 | 2.6 | % | $ | 134.2 | $ | 169.4 | (20.8 | %) | $ | 258.3 | $ | 290.3 | (11.0 | %) |
Base Rate Sales Revenue
|
Fuel and Purchased Power Revenue
|
Total Revenue
|
||||||||||||||||||||||||||||||||||
2009
|
2008
|
% Variance
|
2009
|
2008
|
% Variance
|
2009
|
2008
|
% Variance
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||
Retail
|
|
|||||||||||||||||||||||||||||||||||
Residential
|
$ | 45.0 | $ | 46.4 | (3.0 | %) | $ | 37.3 | $ | 33.9 | 10.0 | % | $ | 82.3 | $ | 80.3 | 2.5 | % | ||||||||||||||||||
Small Commercial
|
$ | 8.0 | $ | 8.4 | (4.8 | %) | $ | 7.9 | $ | 7.2 | 9.7 | % | $ | 15.9 | $ | 15.6 | 1.9 | % | ||||||||||||||||||
Large Commercial
|
$ | 27.8 | $ | 28.3 | (1.8 | %) | $ | 34.5 | $ | 31.8 | 8.5 | % | $ | 62.3 | $ | 60.1 | 3.7 | % | ||||||||||||||||||
Lighting
|
$ | 1.3 | $ | 1.3 | 0.0 | % | $ | 0.3 | $ | 0.2 | 50.0 | % | $ | 1.6 | $ | 1.5 | 6.7 | % | ||||||||||||||||||
Total Retail
|
$ | 82.1 | $ | 84.4 | (2.7 | %) | $ | 80.0 | $ | 73.1 | 9.4 | % | $ | 162.1 | $ | 157.5 | 2.9 | % | ||||||||||||||||||
Wholesale
|
||||||||||||||||||||||||||||||||||||
HEA
|
$ | 11.8 | $ | 11.4 | 3.5 | % | $ | 31.1 | $ | 29.8 | 4.4 | % | $ | 42.9 | $ | 41.2 | 4.1 | % | ||||||||||||||||||
MEA
|
$ | 21.9 | $ | 20.9 | 4.8 | % | $ | 47.8 | $ | 42.6 | 12.2 | % | $ | 69.7 | $ | 63.5 | 9.8 | % | ||||||||||||||||||
SES
|
$ | 1.3 | $ | 1.1 | 18.2 | % | $ | 4.4 | $ | 3.7 | 18.9 | % | $ | 5.7 | $ | 4.8 | 18.8 | % | ||||||||||||||||||
Total Wholesale
|
$ | 35.0 | $ | 33.4 | 4.8 | % | $ | 83.3 | $ | 76.1 | 9.5 | % | $ | 118.3 | $ | 109.5 | 8.0 | % | ||||||||||||||||||
Economy Sales
|
$ | 1.2 | $ | 4.6 | (73.9 | %) | $ | 6.1 | $ | 13.9 | (56.1 | %) | $ | 7.3 | $ | 18.5 | (60.5 | %) | ||||||||||||||||||
Miscellaneous
|
$ | 2.6 | $ | 2.8 | (7.1 | %) | $ | 0.0 | $ | 0.0 | 0.0 | % | $ | 2.6 | $ | 2.8 | (7.1 | %) | ||||||||||||||||||
Total Revenue
|
$ | 120.9 | $ | 125.2 | (3.4 | %) | $ | 169.4 | $ | 163.1 | 3.9 | % | $ | 290.3 | $ | 288.3 | 0.7 | % |
2010
|
2010
|
2009
|
2009
|
2008
|
2008
|
|||||||||||||||||||
Sales (MWh)
|
Revenue
|
Sales (MWh)
|
Revenue
|
Sales (MWh)
|
Revenue
|
|||||||||||||||||||
Retail
|
1,169,430 | $ | 140,110,304 | 1,183,705 | $ | 162,101,007 | 1,205,832 | $ | 157,549,359 | |||||||||||||||
Wholesale:
|
||||||||||||||||||||||||
HEA
|
454,223 | 33,189,789 | 472,136 | 42,865,550 | 517,368 | 41,133,287 | ||||||||||||||||||
MEA
|
743,212 | 55,937,931 | 740,358 | 69,685,271 | 742,666 | 63,500,034 | ||||||||||||||||||
Seward
|
61,651 | 4,188,989 | 62,509 | 5,711,358 | 63,734 | 4,798,286 | ||||||||||||||||||
Total Wholesale
|
1,259,086 | 93,316,709 | 1,275,003 | 118,262,179 | 1,323,768 | 109,431,607 | ||||||||||||||||||
Economy energy
|
278,093 | 22,141,341 | 76,968 | 7,280,870 | 256,105 | 18,526,481 | ||||||||||||||||||
Other
|
N/A | 2,756,991 | N/A | 2,603,252 | N/A | 2,784,665 | ||||||||||||||||||
Total
|
2,706,609 | $ | 258,325,345 | 2,535,676 | $ | 290,247,308 | 2,785,705 | $ | 288,292,112 |
2010
|
2009
|
2008
|
||||||||||
Fuel
|
$ | 111,718,947 | $ | 136,416,761 | $ | 137,894,553 | ||||||
Power production
|
18,248,656 | 16,406,911 | 16,718,777 | |||||||||
Purchased power
|
26,691,968 | 35,690,476 | 31,486,621 | |||||||||
Transmission
|
5,697,446 | 5,709,578 | 5,841,405 | |||||||||
Distribution
|
12,216,252 | 12,740,381 | 12,398,832 | |||||||||
Consumer accounts
|
5,323,551 | 5,259,348 | 5,396,662 | |||||||||
Administrative, general and other
|
21,434,273 | 20,518,688 | 20,014,239 | |||||||||
Depreciation
|
32,636,108 | 32,130,434 | 30,829,276 | |||||||||
Total operating expenses
|
$ | 233,967,201 | $ | 264,872,577 | $ | 260,580,365 |
2010
|
2009
|
2008
|
||||||||||
Patronage capital at beginning of year
|
$ | 144,228,221 | $ | 142,009,998 | $ | 138,713,338 | ||||||
Retirement of capital credits
|
(94,278 | ) | (3,442,125 | ) | (3,115,090 | ) | ||||||
Assignable margins
|
5,410,009 | 5,660,348 | 6,411,750 | |||||||||
Patronage capital at end of year
|
149,543,952 | 144,228,221 | 142,009,998 | |||||||||
Other equity1
|
12,298,332 | 12,092,376 | 11,757,001 | |||||||||
Total equity at end of year
|
$ | 161,842,284 | $ | 156,320,597 | $ | 153,766,999 |
(In thousands)
|
Total
|
2011
|
2012-2013 | 2014-2015 |
Thereafter
|
|||||||||||||||
Long-term debt, including current portion
|
$ | 307,302 | $ | 152,852 | $ | 124,770 | $ | 4,739 | $ | 24,941 | ||||||||||
Long-term interest expense1
|
16,570 | 10,426 | 2,287 | 1,427 | 2,430 | |||||||||||||||
Commercial Paper2
|
98,500 | 98,500 | 0 | 0 | 0 | |||||||||||||||
Bradley Lake3
|
45,048 | 3,694 | 7,339 | 7,326 | 26,689 | |||||||||||||||
Fuel and fuel transportation expense4
|
555,457 | 140,457 | 287,000 | 107,000 | 21,000 | |||||||||||||||
SPP Contracts5
|
220,854 | 153,758 | 67,096 | 0 | 0 | |||||||||||||||
Capital credit retirements6
|
7,500 | 0 | 0 | 3,000 | 4,500 | |||||||||||||||
Total
|
$ | 1,251,231 | $ | 559,687 | $ | 488,492 | $ | 123,492 | $ | 79,560 |
2010
|
2009
|
2008
|
||||||||||
Total cash provided by (used in):
|
||||||||||||
Operating activities
|
$ | 41,124,009 | $ | 42,409,427 | $ | 23,651,941 | ||||||
Investing activities
|
(74,875,800 | ) | (38,100,312 | ) | (30,276,605 | ) | ||||||
Financing activities
|
42,318,739 | (8,296,652 | ) | 7,906,030 | ||||||||
Increase (decrease) in cash and cash equivalents
|
$ | 8,566,948 | $ | (3,987,537 | ) | $ | 1,281,366 |
Month
|
Average Balance
|
Weighted Average Interest Rate
|
||
January 2010
|
54.2
|
0.26
|
||
February 2010
|
57.1
|
0.26
|
||
March 2010
|
60.2
|
0.27
|
||
April 2010
|
59.8
|
0.28
|
||
May 2010
|
59.0
|
0.32
|
||
June 2010
|
58.7
|
0.37
|
||
July 2010
|
58.6
|
0.33
|
||
August 2010
|
60.8
|
0.33
|
||
September 2010
|
67.6
|
0.31
|
||
October 2010
|
71.4
|
0.31
|
||
November 2010
|
77.4
|
0.30
|
||
December 2010
|
87.5
|
0.31
|
Year Ending
December 31
|
Principal Maturities
|
|||
2011
|
$ | 251,351,500 | ||
2012
|
122,693,543 | |||
2013
|
2,076,355 | |||
2014
|
2,266,145 | |||
2015
|
2,473,110 | |||
Thereafter
|
24,941,165 | |||
$ | 405,801,818 |
Year
|
Estimated Expenditures
|
|
2011
|
$166.3 million
|
|
2012
|
$83.6 million
|
|
2013
|
$26.1 million
|
|
2014 | $32.1 million | |
2015
|
$15.3 million
|
Assets
|
2010
|
2009
|
||||||
Utility Plant (notes 1d, 3, 10 and 11):
|
||||||||
Electric plant in service
|
$ | 853,933,739 | $ | 834,467,734 | ||||
Construction work in progress
|
100,787,482 | 48,383,610 | ||||||
Total utility plant
|
954,721,221 | 882,851,344 | ||||||
Less accumulated depreciation
|
(446,582,318 | ) | (420,464,808 | ) | ||||
Net utility plant
|
508,138,903 | 462,386,536 | ||||||
Other property and investments, at cost:
|
||||||||
Nonutility property
|
84,735 | 24,461 | ||||||
Special Funds
|
395,833 | 345,792 | ||||||
Investments in associated organizations (note 4)
|
12,163,097 | 12,333,936 | ||||||
Total other property and investments
|
12,643,665 | 12,704,189 | ||||||
Current assets:
|
||||||||
Cash and cash equivalents, including repurchase agreements of $12,008,821 in 2010 and $3,026,893 in 2009
|
12,070,713 | 3,503,765 | ||||||
Special deposits
|
211,858 | 125,037 | ||||||
Fuel cost under-recovery (note 1n)
|
2,371,631 | 278,164 | ||||||
Accounts receivable, less provision for doubtful accounts of $307,169 in 2010 and $397,815 in 2009
|
35,140,119 | 35,810,543 | ||||||
Materials and supplies
|
35,974,170 | 29,990,618 | ||||||
Prepayments
|
1,925,424 | 1,261,897 | ||||||
Other current assets
|
256,290 | 246,380 | ||||||
Total current assets
|
87,950,205 | 71,216,404 | ||||||
Deferred charges, net (notes 5 and 12)
|
20,994,955 | 22,037,407 | ||||||
Total assets
|
$ | 629,727,728 | $ | 568,344,536 |
Liabilities, Equities and Margins
|
2010
|
2009
|
||||||
Equities and margins (notes 6 and 7):
|
||||||||
Memberships
|
$ | 1,474,869 | $ | 1,432,054 | ||||
Patronage capital
|
149,543,952 | 144,228,221 | ||||||
Other
|
10,823,463 | 10,660,322 | ||||||
Total equities and margins
|
161,842,284 | 156,320,597 | ||||||
Long-term obligations, excluding current installments (note 8):
|
||||||||
Bonds payable
|
270,000,000 | 270,000,000 | ||||||
National Bank for Cooperatives bonds payable
|
34,450,318 | 37,301,819 | ||||||
Total long-term obligations
|
304,450,318 | 307,301,819 | ||||||
Current liabilities:
|
||||||||
Current installments of long-term obligations (note 8)
|
2,851,500 | 4,118,028 | ||||||
Commercial Paper
|
98,500,000 | 51,500,000 | ||||||
Accounts payable
|
18,860,926 | 10,212,105 | ||||||
Consumer deposits
|
5,225,729 | 5,492,950 | ||||||
Fuel cost over-recovery (note 1n)
|
0 | 3,511,422 | ||||||
Accrued interest
|
6,049,531 | 6,067,630 | ||||||
Salaries, wages and benefits
|
6,733,842 | 5,956,320 | ||||||
Fuel
|
21,569,538 | 14,658,058 | ||||||
Other current liabilities
|
1,872,314 | 1,234,371 | ||||||
Total current liabilities
|
161,663,380 | 102,750,884 | ||||||
Deferred compensation
|
395,833 | 345,792 | ||||||
Deferred credits (note 5)
|
1,375,913 | 1,625,444 | ||||||
Total liabilities, equities and margins
|
$ | 629,727,728 | $ | 568,344,536 |
2010
|
2009
|
2008
|
||||||||||
Operating revenues (notes 1m, 2 and 12)
|
$ | 258,325,345 | $ | 290,247,308 | $ | 288,292,112 | ||||||
Operating expenses:
|
||||||||||||
Fuel (note 12)
|
111,718,947 | 136,416,761 | 137,894,553 | |||||||||
Power production
|
18,248,656 | 16,406,911 | 16,718,777 | |||||||||
Purchased power
|
26,691,968 | 35,690,476 | 31,486,621 | |||||||||
Transmission
|
5,697,446 | 5,709,578 | 5,841,405 | |||||||||
Distribution
|
12,216,252 | 12,740,381 | 12,398,832 | |||||||||
Consumer accounts
|
5,323,551 | 5,259,348 | 5,396,662 | |||||||||
Administrative, general and other charges
|
21,434,273 | 20,518,688 | 20,014,239 | |||||||||
Depreciation
|
32,636,108 | 32,130,434 | 30,829,276 | |||||||||
Total operating expenses
|
233,967,201 | 264,872,577 | 260,580,365 | |||||||||
Interest expense:
|
||||||||||||
Long-term debt and other
|
21,014,387 | 21,207,600 | 22,979,276 | |||||||||
Charged to construction
|
(1,008,689 | ) | (601,251 | ) | (446,479 | ) | ||||||
Interest expense, net
|
20,005,698 | 20,606,349 | 22,532,797 | |||||||||
Net operating margins
|
4,352,446 | 4,768,382 | 5,178,950 | |||||||||
Nonoperating margins:
|
||||||||||||
Interest income
|
310,964 | 250,958 | 553,362 | |||||||||
Allowance for Funds Used During Construction
|
83,966 | 145,281 | 112,611 | |||||||||
Capital credits, patronage dividends and other
|
662,633 | 495,727 | 566,827 | |||||||||
Total nonoperating margins
|
1,057,563 | 891,966 | 1,232,800 | |||||||||
Assignable margins
|
$ | 5,410,009 | $ | 5,660,348 | $ | 6,411,750 |
Memberships
|
Other Equities and Margins
|
Patronage Capital
|
Total
|
|||||||||||||
Balance, January 1, 2008
|
$ | 1,345,013 | $ | 9,252,085 | $ | 138,713,338 | $ | 149,310,436 | ||||||||
Assignable margins
|
0 | 0 | 6,411,750 | 6,411,750 | ||||||||||||
Retirement of capital credits
|
0 | 0 | (3,115,090 | ) | (3,115,090 | ) | ||||||||||
Unclaimed capital credit retirements
|
0 | 963,133 | 0 | 963,133 | ||||||||||||
Memberships and donations received
|
45,400 | 151,370 | 0 | 196,770 | ||||||||||||
Balance, December 31, 2008
|
1,390,413 | 10,366,588 | 142,009,998 | 153,766,999 | ||||||||||||
Assignable margins
|
0 | 0 | 5,660,348 | 5,660,348 | ||||||||||||
Retirement of capital credits
|
0 | 0 | (3,442,125 | ) | (3,442,125 | ) | ||||||||||
Unclaimed capital credit retirements
|
0 | 213,527 | 0 | 213,527 | ||||||||||||
Memberships and donations received
|
41,641 | 80,207 | 0 | 121,848 | ||||||||||||
Balance, December 31, 2009
|
1,432,054 | 10,660,322 | 144,228,221 | 156,320,597 | ||||||||||||
Assignable margins
|
0 | 0 | 5,410,009 | 5,410,009 | ||||||||||||
Retirement of capital credits
|
0 | 0 | (94,278 | ) | (94,278 | ) | ||||||||||
Unclaimed capital credit retirements
|
0 | 90,320 | 0 | 90,320 | ||||||||||||
Memberships and donations received
|
42,815 | 72,821 | 0 | 115,636 | ||||||||||||
Balance, December 31, 2010
|
$ | 1,474,869 | $ | 10,823,463 | $ | 149,543,952 | $ | 161,842,284 |
Cash flows from operating activities:
|
2010
|
2009
|
2008
|
|||||||||
Assignable margins
|
$ | 5,410,009 | $ | 5,660,348 | $ | 6,411,750 | ||||||
Adjustments to reconcile assignable margins to net cash provided by operating activities:
|
||||||||||||
Depreciation
|
32,636,108 | 32,130,434 | 30,829,276 | |||||||||
Amortization and depreciation cleared to operating expenses
|
5,457,480 | 4,755,265 | 5,029,029 | |||||||||
Allowance for funds used during construction
|
(83,966 | ) | (145,281 | ) | (112,611 | ) | ||||||
Property losses, net / other
|
74,726 | (121,417 | ) | (182,159 | ) | |||||||
Write-off of inventory, deferred charges and projects
|
210,596 | 1,461,349 | 18,000 | |||||||||
Changes in assets and liabilities:
|
||||||||||||
(Increase) decrease in assets:
|
||||||||||||
Accounts receivable
|
670,424 | 35,367 | (2,427,101 | ) | ||||||||
Fuel cost under-recovery
|
(2,093,467 | ) | 11,509,914 | (11,788,078 | ) | |||||||
Materials and supplies
|
(6,061,005 | ) | (1,407,931 | ) | (384,553 | ) | ||||||
Prepayments/Other assets
|
(448,456 | ) | 298,537 | (183,715 | ) | |||||||
Deferred charges
|
(1,511,639 | ) | (2,522,027 | ) | (6,640,741 | ) | ||||||
Increase (decrease) in liabilities:
|
||||||||||||
Accounts payable
|
339,929 | 169,466 | (1,673,495 | ) | ||||||||
Consumer deposits/Other liabilities
|
2,434,124 | 515,513 | 758,655 | |||||||||
Fuel cost over-recovery
|
(3,511,422 | ) | 3,511,422 | (1,596,010 | ) | |||||||
Accrued interest
|
(18,099 | ) | (91,297 | ) | (145,682 | ) | ||||||
Salaries, wages and benefits
|
777,522 | 474,699 | (472,252 | ) | ||||||||
Fuel
|
6,911,480 | (13,836,153 | ) | 6,156,558 | ||||||||
Deferred credits
|
(70,335 | ) | 11,219 | 55,070 | ||||||||
Net cash provided by operating activities
|
41,124,009 | 42,409,427 | 23,651,941 | |||||||||
Investing activities:
|
||||||||||||
Extension and replacement of plant
|
(74,875,800 | ) | (38,100,312 | ) | (30,276,605 | ) | ||||||
Net cash used in investing activities
|
(74,875,800 | ) | (38,100,312 | ) | (30,276,605 | ) | ||||||
Financing activities:
|
||||||||||||
Payments of notes payable
|
0 | (2,860,000 | ) | 0 | ||||||||
Payments for debt issue costs
|
(1,493,572 | ) | 0 | 0 | ||||||||
Proceeds from short-term obligations
|
47,000,000 | 66,998,000 | 7,500,000 | |||||||||
Proceeds from long-term obligations
|
0 | 0 | 38,560,006 | |||||||||
Repayments of short-term obligations
|
0 | (22,998,000 | ) | 0 | ||||||||
Repayments of long-term obligations
|
(4,118,029 | ) | (47,367,312 | ) | (35,303,151 | ) | ||||||
Memberships and donations received
|
205,956 | 21,624 | 70,761 | |||||||||
Retirement of patronage capital and estate payments
|
(146,596 | ) | (3,022,246 | ) | (4,027,156 | ) | ||||||
Net receipts of consumer advances for construction
|
870,980 | 931,282 | 1,105,570 | |||||||||
Net cash provided by (used in) financing activities
|
42,318,739 | (8,296,652 | ) | 7,906,030 | ||||||||
Net changes in cash and cash equivalents
|
8,566,948 | (3,987,537 | ) | 1,281,366 | ||||||||
Cash and cash equivalents at beginning of period
|
$ | 3,503,765 | $ | 7,491,302 | $ | 6,209,936 | ||||||
Cash and cash equivalents at end of period
|
$ | 12,070,713 | $ | 3,503,765 | $ | 7,491,302 | ||||||
Supplemental disclosure of non-cash investing and financing activities
|
||||||||||||
Retirement of plant (net of salvage)
|
$ | 6,666,875 | $ | 991,011 | $ | 9,027,644 | ||||||
Notes payable on land
|
$ | 0 | $ | 0 | $ | 2,860,000 | ||||||
Extension and replacement of plant included in accounts payable
|
$ | 14,054,396 | $ | 5,712,404 | $ | 2,656,989 | ||||||
Non-cash capital credit retirements
|
$ | 0 | $ | 331,987 | $ | 1,089,142 | ||||||
Patronage capital retired and estate payments included in other current liabilities
|
$ | 388,463 | $ | 503,237 | $ | 415,345 | ||||||
Supplemental disclosure of cash flow information – interest expense paid, including amounts capitalized
|
$ | 19,173,013 | $ | 19,710,442 | $ | 21,536,503 |
(1)
|
Description of Business and Significant Accounting Policies
|
(1)
|
Description of Business and Significant Accounting Policies (continued)
|
01/01/05
|
-
|
05/31/08
|
06/01/08
|
-
|
10/31/10
|
11/01/10
|
-
|
12/31/10
|
|||
Steam production plant
|
2.55%
|
-
|
3.24%
|
4.45%
|
-
|
5.85%
|
4.81%
|
-
|
7.04%
|
||
Hydraulic production plant
|
1.63%
|
-
|
3.00%
|
1.22%
|
-
|
3.00%
|
1.06%
|
-
|
3.00%
|
||
Other production plant
|
3.32%
|
-
|
9.81%
|
3.77%
|
-
|
10.56%
|
3.98%
|
-
|
10.15%
|
||
Transmission plant
|
1.72%
|
-
|
5.26%
|
1.61%
|
-
|
6.67%
|
1.58%
|
-
|
7.86%
|
||
Distribution plant
|
2.10%
|
-
|
9.98%
|
1.95%
|
-
|
9.77%
|
2.17%
|
-
|
9.63%
|
||
General plant
|
2.23%
|
-
|
27.25%
|
1.25%
|
-
|
26.11%
|
1.57%
|
-
|
20.00%
|
||
Other
|
2.75%
|
-
|
2.75%
|
2.75%
|
-
|
2.75%
|
2.75%
|
-
|
2.75%
|
(1)
|
Description of Business and Significant Accounting Policies (continued)
|
(1)
|
Description of Business and Significant Accounting Policies (continued)
|
(1)
|
Description of Business and Significant Accounting Policies (continued)
|
|
Revenues in excess of current period costs (net operating margins and nonoperating margins) in any year are designated on Chugach's statement of revenues and expenses as assignable margins. These excess amounts (i.e. assignable margins) are considered capital furnished by the members, and are credited to their accounts and held by Chugach until such future time as they are retired and returned without interest at the discretion of the Board of Directors. Retained assignable margins are designated on Chugach's balance sheet as patronage capital. This patronage capital constitutes the principal equity of Chugach. The Board of Directors may also approve the return of capital to former members and estates who request early retirements at discounted rates under a discounted capital credits retirement plan authorized by the Board in September 2002.
|
(1)
|
Description of Business and Significant Accounting Policies (continued)
|
(1)
|
Description of Business and Significant Accounting Policies (continued)
|
(1)
|
Description of Business and Significant Accounting Policies (continued)
|
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
December 31, 2010
|
||||||||||||||||
Deferred compensation
|
$ | 395,833 | $ | 395,833 | $ | 0 | $ | 0 | ||||||||
Repurchase agreement
|
$ | 12,008,821 | $ | 0 | $ | 12,008,821 | $ | 0 | ||||||||
December 31, 2009
|
||||||||||||||||
Deferred compensation
|
$ | 345,792 | $ | 345,792 | $ | 0 | $ | 0 | ||||||||
Repurchase agreement
|
$ | 3,026,893 | $ | 0 | $ | 3,026,893 | $ | 0 |
(1)
|
Description of Business and Significant Accounting Policies (continued)
|
(2)
|
Regulatory Matters
|
(2)
|
Regulatory Matters (continued)
|
(2)
|
Regulatory Matters (continued)
|
(2)
|
Regulatory Matters (continued)
|
(3)
|
Utility Plant
|
Electric plant in service:
|
2010
|
2009
|
||||||
Steam production plant
|
$ | 60,462,671 | $ | 60,462,671 | ||||
Hydraulic production plant
|
20,402,466 | 20,315,628 | ||||||
Other production plant
|
134,400,210 | 132,645,379 | ||||||
Transmission plant
|
248,084,767 | 247,810,006 | ||||||
Distribution plant
|
249,408,094 | 242,798,640 | ||||||
General plant
|
49,275,336 | 47,756,148 | ||||||
Unclassified electric plant in service1
|
80,498,560 | 71,053,056 | ||||||
Intangible plant
|
4,710,912 | 4,710,912 | ||||||
Other
|
6,690,723 | 6,915,294 | ||||||
Total electric plant in service
|
853,933,739 | 834,467,734 | ||||||
Construction work in progress 2
|
100,787,482 | 48,383,610 | ||||||
Total electric plant in service and construction work in progress
|
$ | 954,721,221 | $ | 882,851,344 |
(4)
|
Investments in Associated Organizations
|
2010
|
2009
|
|||||||
National Rural Utilities Cooperative Finance Corporation
|
$ | 6,095,980 | $ | 6,095,980 | ||||
CoBank, ACB
|
6,003,555 | 6,174,680 | ||||||
NRUCFC capital term certificates / Other
|
63,562 | 63,276 | ||||||
Total Investments in Associated Organizations
|
$ | 12,163,097 | $ | 12,333,936 |
(5)
|
Deferred Charges and Credits
|
2010
|
2009
|
|||||||
Debt issuance and reacquisition costs
|
$ | 2,851,601 | $ | 3,439,420 | ||||
Refurbishment of transmission equipment
|
160,495 | 169,754 | ||||||
Feasibility Studies
|
334,853 | 111,121 | ||||||
Beluga Gas Compression
|
3,053,198 | 3,772,461 | ||||||
Cooper Lake Relicensing / projects
|
6,052,811 | 6,119,493 | ||||||
Fuel supply negotiations
|
1,467,986 | 1,587,238 | ||||||
Major overhaul of steam generating unit
|
3,020,092 | 3,775,114 | ||||||
Other regulatory deferred charges
|
2,757,644 | 1,721,180 | ||||||
Environmental matters and other
|
1,296,275 | 1,341,626 | ||||||
Total deferred charges
|
$ | 20,994,955 | $ | 22,037,407 |
(5)
|
Deferred Charges and Credits (continued)
|
2010
|
2009
|
|||||||
Fuel supply negotiations
|
$ | 203,231 | $ | 1,444,789 | ||||
Studies/Other
|
334,853 | 111,122 | ||||||
Cooper Lake Unit 1 Major Overhaul
|
1,356,489 | 1,053,269 | ||||||
Cooper Lake Relicensing
|
491,091 | 438,380 | ||||||
Rate case costs
|
0 | 14,315 | ||||||
Financing costs
|
350,380 | 0 | ||||||
Total deferred charges
|
$ | 2,736,044 | $ | 3,061,875 |
|
Deferred Credits
|
2010
|
2009
|
|||||||
Refundable consumer advances for construction
|
$ | 447,025 | $ | 857,322 | ||||
Estimated initial installation costs for meters
|
89,208 | 120,185 | ||||||
Post retirement benefit obligation
|
824,700 | 593,600 | ||||||
Other
|
14,980 | 54,337 | ||||||
Total deferred credits
|
$ | 1,375,913 | $ | 1,625,444 |
(6)
|
Patronage Capital
|
|
During 2008, the Board of Directors approved the deferral of capital credit retirements after 2009 due to the construction of new generation and the anticipated loss of wholesale load in 2014.
|
(7)
|
Other Equities
|
2010
|
2009
|
|||||||
Nonoperating margins, prior to 1967
|
$ | 23,625 | $ | 23,625 | ||||
Donated capital
|
1,453,305 | 1,380,484 | ||||||
Unclaimed capital credit retirement1
|
9,346,533 | 9,256,213 | ||||||
Total other equities
|
$ | 10,823,463 | $ | 10,660,322 |
(8)
|
Debt
|
Long-term obligations at December 31 are as follows:
|
2010
|
2009
|
||||||
CoBank 2, 5.50% fixed rate note matured in 2010, with interest and principal payable monthly
|
$ | 0 | $ | 1,500,000 | ||||
CoBank 3 and 4, 2.61% variable rate notes maturing in 2022, with interest payable monthly and principal due annually beginning in 2003
|
35,402,290 | 36,999,447 | ||||||
CoBank 5, 2.61% variable rate note maturing in 2012, with interest and principal payable monthly
|
1,899,528 | 2,920,400 | ||||||
2001 Series A Bond of 6.55%, maturing in 2011, with interest payable semi-annually March 15 and September 15
|
150,000,000 | 150,000,000 | ||||||
2002 Series A Bond of 6.20%, maturing in 2012, with interest payable semi-annually February 1 and August 1
|
120,000,000 | 120,000,000 | ||||||
Total long-term obligations
|
$ | 307,301,818 | $ | 311,419,847 | ||||
Less current installments
|
2,851,500 | 4,118,028 | ||||||
Long-term obligations, excluding current installments
|
$ | 304,450,318 | $ | 307,301,819 |
(8)
|
Debt (continued)
|
(8)
|
Debt (continued)
|
|
Rates
|
(8)
|
Debt (continued)
|
Year ending December 31
|
Principal Maturities
2001 Series A Bonds
|
Principal Maturities
2002 Series A Bonds
|
Principal Maturities
CoBank Note
|
Total
|
||||||||||||
2011
|
150,000,000 | 0 | 2,851,500 | 152,851,500 | ||||||||||||
2012
|
0 | 120,000,000 | 2,693,543 | 122,693,543 | ||||||||||||
2013
|
0 | 0 | 2,076,355 | 2,076,355 | ||||||||||||
2014
|
0 | 0 | 2,266,145 | 2,266,145 | ||||||||||||
2015
|
0 | 0 | 2,473,110 | 2,473,110 | ||||||||||||
Thereafter
|
0 | 0 | 24,941,165 | 24,941,165 | ||||||||||||
$ | 150,000,000 | $ | 120,000,000 | $ | 37,301,818 | $ | 307,301,818 |
(8)
|
Debt (continued)
|
(8)
|
Debt (continued)
|
Month
|
Average Balance
|
Weighted Average Interest Rate
|
||
January 2010
|
54.2
|
0.26
|
||
February 2010
|
57.1
|
0.26
|
||
March 2010
|
60.2
|
0.27
|
||
April 2010
|
59.8
|
0.28
|
||
May 2010
|
59.0
|
0.32
|
||
June 2010
|
58.7
|
0.37
|
||
July 2010
|
58.6
|
0.33
|
||
August 2010
|
60.8
|
0.33
|
||
September 2010
|
67.6
|
0.31
|
||
October 2010
|
71.4
|
0.31
|
||
November 2010
|
77.4
|
0.30
|
||
December 2010
|
87.5
|
0.31
|
(8)
|
Debt (continued)
|
2010
|
2009
|
|||||||||||||||
Carrying Value
|
Fair Value
|
Carrying Value
|
Fair Value
|
|||||||||||||
Long-term obligations (including current installments)
|
$ | 307,302 | $ | 315,401 | $ | 311,420 | $ | 330,358 |
(9)
|
Employee Benefit Plans
|
|
Health and welfare benefits for union employees are provided through the Alaska Electrical Health and Welfare Trust and the Alaska Hotel, Restaurant and Camp Employees Health and Welfare and Pension Trust Fund. Chugach participates in multi-employer plans that provide substantially all union workers with health care and other welfare benefits during their employment with Chugach. Chugach pays a defined amount per union employee pursuant to collective bargaining unit agreements. Amounts charged to benefit costs and contributed to the health and welfare plans for these benefits for the years ending December 31, 2010, 2009, and 2008 were $3.7 million, $3.4 million, and $3.5 million respectively.
|
(9)
|
Employee Benefit Plans (continued)
|
(10)
|
Bradley Lake Hydroelectric Project
|
(In thousands)
|
Total
|
Proportionate Share
|
||||||
Plant in service
|
$ | 191,550 | $ | 58,231 | ||||
Long-term debt
|
101,424 | 30,833 | ||||||
Interest expense
|
6,393 | 1,943 |
(11)
|
Eklutna Hydroelectric Project
|
|
During October 1997, the ownership of the Eklutna Hydroelectric Project formally transferred from the Alaska Power Administration to the participating utilities. This group, including their corresponding interest in the project, consists of Chugach (30 percent), MEA (16.7 percent) and Anchorage Municipal Light & Power (AML&P) (53.3 percent).
|
|
Plant in service in 2010 includes $2,386,571, net of accumulated depreciation of $996,593, which represents Chugach’s share of the Eklutna Hydroelectric Plant. In 2009 plant in service included $2,397,677, net of accumulated depreciation of $898,649. Chugach and AML&P jointly operate the facility. Each participant contributes their proportionate share for operation, maintenance and capital improvement costs to the plant, as well as to the transmission line between Anchorage and the plant. Under net billing arrangements, Chugach then reimburses MEA for their share of the costs. Chugach’s share of expenses was $664,747, $615,060, and $886,261 in 2010, 2009, and 2008, respectively and is included in power production and depreciation expense in the accompanying financial statements. AML&P performs major maintenance at the plant. Chugach provides personnel for the daily operation and maintenance of the power plant, who perform daily plant inspections, meter reading, monthly report preparation, and other activities as required.
|
(12)
|
Commitments, Contingencies and Concentrations
|
|
Contingencies
|
|
Chugach is a participant in various legal actions, rate disputes, personnel matters and claims both for and against Chugach’s interests. Management believes the outcome of any such matters will not materially impact Chugach’s financial condition, results of operations or liquidity.
|
|
Fuel Supply Contracts
|
(12)
|
Commitments, Contingencies and Concentrations (continued)
|
2010
|
2009
|
2008
|
||||||||||
Marathon Oil Company
|
24.1 | % | 44.6 | % | 49.7 | % | ||||||
Chevron/UNOCAL
|
26.4 | % | 20.9 | % | 19.1 | % | ||||||
AML&P
|
14.2 | % | 16.7 | % | 15.4 | % | ||||||
ConocoPhillips (COP)
|
35.1 | % | 17.8 | % | 15.8 | % |
|
Concentrations
|
(12)
|
Commitments, Contingencies and Concentrations (continued)
|
|
Concentrations (continued)
|
(12)
|
Commitments, Contingencies and Concentrations (continued)
|
(12)
|
Commitments, Contingencies and Concentrations (continued)
|
(13)
|
Quarterly Results of Operations (unaudited)
|
Dec. 31
|
Sept. 30
|
June 30
|
March 31
|
|||||||||||||
Operating Revenue
|
$ | 73,895,221 | $ | 58,274,912 | $ | 59,444,167 | $ | 66,711,045 | ||||||||
Operating Expense
|
65,584,673 | 55,445,222 | 55,716,842 | 57,220,464 | ||||||||||||
Net Interest
|
5,015,213 | 4,949,813 | 5,023,767 | 5,016,905 | ||||||||||||
Net Operating Margins
|
3,295,335 | (2,120,123 | ) | (1,296,442 | ) | 4,473,676 | ||||||||||
Nonoperating Margins
|
753,600 | 110,850 | 98,250 | 94,863 | ||||||||||||
Assignable Margins
|
$ | 4,048,935 | $ | (2,009,273 | ) | $ | (1,198,192 | ) | $ | 4,568,539 |
Dec. 31
|
Sept. 30
|
June 30
|
March 31
|
|||||||||||||
Operating Revenue
|
$ | 74,025,693 | $ | 63,565,392 | $ | 69,239,153 | $ | 83,417,070 | ||||||||
Operating Expense
|
64,737,009 | 60,092,648 | 65,798,407 | 74,244,513 | ||||||||||||
Net Interest
|
5,013,421 | 5,122,410 | 5,164,488 | 5,306,030 | ||||||||||||
Net Operating Margins
|
4,275,263 | (1,649,666 | ) | (1,723,742 | ) | 3,866,527 | ||||||||||
Nonoperating Margins
|
577,889 | 140,868 | 61,508 | 111,701 | ||||||||||||
Assignable Margins
|
$ | 4,853,152 | $ | (1,508,798 | ) | $ | (1,662,234 | ) | $ | 3,978,228 |
Name
|
Year
|
Salary
|
Bonus
|
Change in
Pension Value and Nonqualified Deferred Compensation Earnings
|
All
Other
Compensation1
|
Total
|
||||||||||||||||
Bradley W. Evans,
|
2010
|
$ | 251,938 | $ | 12,500 | $ | 108,663 | $ | 3,612 | $ | 376,713 | |||||||||||
Chief Executive Officer
|
2009
|
$ | 250,029 | $ | 40,000 | $ | 98,704 | $ | 3,612 | $ | 392,345 | |||||||||||
2008
|
$ | 224,218 | $ | 16,230 | $ | 55,256 | $ | 7,873 | $ | 303,577 | ||||||||||||
Michael R. Cunningham,
|
2010
|
$ | 177,012 | $ | 0 | $ | 147,530 | $ | 16,218 | $ | 340,760 | |||||||||||
Chief Financial Officer
|
2009
|
$ | 172,263 | $ | 15,000 | $ | 184,648 | $ | 9,027 | $ | 380,938 | |||||||||||
2008
|
$ | 166,468 | $ | 3,000 | $ | 147,412 | $ | 13,438 | $ | 330,318 | ||||||||||||
Tyler E. Andrews,
|
2010
|
$ | 136,858 | $ | 5,000 | $ | 20,447 | $ | 3,093 | $ | 165,398 | |||||||||||
Vice President,
|
2009
|
$ | 136,821 | $ | 5,000 | $ | 11,525 | $ | 2,855 | $ | 156,201 | |||||||||||
Human Resources
|
2008
|
$ | 103,276 | $ | 2,000 | N/A | $ | 1,295 | $ | 106,571 | ||||||||||||
Edward M. Jenkin,
|
2010
|
$ | 163,087 | $ | 0 | $ | 90,446 | $ | 1,202 | $ | 254,735 | |||||||||||
Vice President,
|
2009
|
$ | 160,570 | $ | 5,000 | $ | 152,802 | $ | 18,641 | $ | 337,013 | |||||||||||
Power Delivery
|
2008
|
$ | 153,249 | $ | 0 | $ | 64,145 | $ | 721 | $ | 218,115 | |||||||||||
Paul R. Risse,
|
2010
|
$ | 163,970 | $ | 0 | $ | 86,543 | $ | 2,281 | $ | 252,794 | |||||||||||
Sr. Vice President,
|
2009
|
$ | 163,660 | $ | 10,000 | $ | 84,645 | $ | 7,083 | $ | 265,388 | |||||||||||
Power Supply
|
2008
|
$ | 155,791 | $ | 3,000 | $ | 54,445 | $ | 2,554 | $ | 215,790 | |||||||||||
David R. Smith,
|
2010
|
$ | 161,162 | $ | 0 | $ | 45,407 | $ | 20,243 | $ | 226,812 | |||||||||||
Former Sr. Vice President,
|
2009
|
$ | 160,949 | $ | 10,000 | $ | 38,558 | $ | 17,154 | $ | 226,661 | |||||||||||
Administration
|
2008
|
$ | 152,717 | $ | 2,000 | $ | 82,657 | $ | 4,129 | $ | 241,503 | |||||||||||
Lee D. Thibert,
|
2010
|
$ | 186,121 | $ | 10,000 | $ | 108,314 | $ | 6,218 | $ | 310,653 | |||||||||||
Sr. Vice President, Strategic
|
2009
|
$ | 185,786 | $ | 15,000 | $ | 127,212 | $ | 7,288 | $ | 335,286 | |||||||||||
Planning & Corporate Affairs
|
2008
|
$ | 119,951 | $ | 0 | $ | 99,323 | $ | 3,830 | $ | 223,104 |
1Includes costs for life insurance premiums, tax withholdings on bonuses and payment for unused vacation days.
|
Name
|
Plan
|
Credited Years of Service
|
Present Value of Accumulated Benefit
|
Payments During Last Fiscal Year
|
||||||||||
Bradley W. Evans,
|
Retirement
|
9.83 | $ | 442,289 | $ | 0 | ||||||||
Chief Executive Officer
|
Security | |||||||||||||
Pension
|
9.83 | $ | 4,656 | |||||||||||
Restoration
|
||||||||||||||
Michael R. Cunningham,
|
Retirement
|
27.08 | $ | 1,283,459 | $ | 0 | ||||||||
Chief Financial Officer
|
Security | |||||||||||||
Lee D. Thibert,
|
Retirement
|
22.33 | $ | 873,170 | $ | 0 | ||||||||
Sr. Vice President,
|
Security | |||||||||||||
Strategic Planning & Corporate Affairs
|
||||||||||||||
Paul R. Risse,
|
Retirement
|
14.92 | $ | 471,073 | $ | 0 | ||||||||
Sr. Vice President, Power Supply
|
Security | |||||||||||||
David R. Smith,1
|
Retirement
|
2.5 | $ | 103,298 | $ | 0 | ||||||||
Former Sr. Vice President, Administration
|
Security | |||||||||||||
Edward M. Jenkin,
|
Retirement
|
20.08 | $ | 565,985 | $ | 0 | ||||||||
Vice President, Power Delivery
|
Security
|
|||||||||||||
Tyler E. Andrews,
|
Retirement
|
1.8 | $ | 31,972 | $ | 0 | ||||||||
Vice President, Human Resources
|
Security
|
Name
|
Executive Contributions in last FY
|
Registrant Contributions in last FY
|
Aggregate Earnings
in last FY
|
Aggregate Withdrawals/
Distributions
|
Aggregate balance at
FYE
|
|||||||||||||||
Bradley W. Evans,
|
$ | 16,500 | $ | 0 | $ | 11,883 | $ | 0 | $ | 136,069 | ||||||||||
Chief Executive Officer
|
||||||||||||||||||||
Michael R. Cunningham,
|
$ | 16,500 | $ | 0 | $ | 3 | $ | 0 | $ | 48,596 | ||||||||||
Chief Financial Officer
|
Name
|
Estimated
Severance Payment
|
|||
Bradley W. Evans,
Chief Executive Officer
|
$ | 193,052 | ||
Michael R. Cunningham,
Chief Financial Officer
|
$ | 129,246 | ||
Tyler E. Andrews,
Vice President, Human Resources
|
$ | 33,407 | ||
Edward M. Jenkin,
Vice President, Power Delivery
|
$ | 108,705 | ||
Paul R. Risse,
Sr. Vice President, Power Supply
|
$ | 171,461 | ||
David R. Smith,
Former Sr. Vice President, Administration
|
$ | 101,443 | ||
Lee D. Thibert,
Sr. Vice President, Strategic Planning & Corporate Affairs
|
$ | 120,877 |
Name
|
Fees Paid
In Cash
|
|||
James Nordlund, Chairman and Director
|
$ | 10,300 | ||
Janet Reiser, Vice-Chairman and Director
|
$ | 14,850 | ||
Susan Reeves, Treasurer and Director
|
$ | 7,600 | ||
P.J. Hill, Secretary and Director
|
$ | 13,700 | ||
Rebecca Logan, Director
|
$ | 16,400 | ||
Doug Robbins, Director
|
$ | 0 | ||
Elizabeth Vazquez, Director
|
$ | 12,200 | ||
Elizabeth “Pat” Kennedy, Former Director
|
$ | 11,850 | ||
Alex Gimarc, Former Director
|
$ | 5,000 |
2010
|
2009
|
|||||||
Audit and audit-related services:
|
||||||||
Audit and quarterly reviews
|
$ | 141,950 | $ | 211,165 | ||||
Audit-related services (Single audit and employee benefit plans)
|
17,000 | 30,465 | ||||||
Non-audit services:
|
||||||||
Tax consulting and return preparation
|
14,430 | 20,305 | ||||||
Other services1
|
23,725 | 3,431 | ||||||
Total
|
$ | 197,105 | $ | 265,366 |
1
|
Other services in 2010 included Sarbanes-Oxley implementation and contract reviews
|
Page
|
|
Financial Statements
|
|
Included in Part II of this Report:
|
|
Report of Independent Registered Public Accounting Firm
|
51
|
Balance Sheets, December 31, 2010 and 2009
|
52-53
|
Statements of Operations, Years ended December 31, 2010, 2009 and 2008
|
54
|
Statements of Changes in Equities and Margins, Years ended December 31, 2010, 2009 and 2008
|
55
|
Statements of Cash Flows, Years ended December 31, 2010, 2009 and 2008
|
56
|
Notes to Financial Statements
|
57-88
|
Financial Statement Schedules
|
|
Included in Part IV of this Report:
|
|
Report of Independent Registered Public Accounting Firm
|
103
|
Schedule II - Valuation and Qualifying Accounts, Years ended December 31, 2010, 2009 and 2008
|
104
|
Balance at Beginning Of year
|
Charged To costs And expenses
|
Deductions
|
Balance at end of year
|
|||||||||||||
Allowance for doubtful accounts:
|
||||||||||||||||
Activity for year ended:
|
||||||||||||||||
December 31, 2010
|
(397,815 | ) | (205,402 | ) | 296,048 | (307,169 | ) | |||||||||
December 31, 2009
|
(408,632 | ) | (245,157 | ) | 255,974 | (397,815 | ) | |||||||||
December 31, 2008
|
(541,368 | ) | (295,313 | ) | 428,049 | (408,632 | ) |
Exhibit Number
|
Description
|
|
3.1
|
Articles of Incorporation of the Registrant. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated June 30, 2001, SEC File No. 033-42125.
|
|
3.2
|
Bylaws of the Registrant. Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K dated April 30, 2009, SEC File No. 033-42125.
|
|
4.11
|
Tenth Supplemental Indenture of Trust between the Registrant and U.S. Bank Trust National Association dated April 1, 2001. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated March 22, 2001, SEC File No. 333-57400.
|
|
4.12
|
Eleventh Supplemental Indenture of Trust between the Registrant and U.S. Bank Trust National Association. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated December 21, 2001, SEC File No. 333-75840.
|
|
4.13
|
Amended and Restated Indenture between the Registrant and U.S. Bank Trust National Association dated April 1, 2001. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated March 22, 2001, SEC File No. 333-57400.
|
|
4.14
|
Form of 2001 Series A Bond due 2011. Previously filed as an exhibit to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 dated April 10, 2001, SEC File No. 333-57400.
|
|
4.15
|
Form of 2002 Series A Bond due 2012. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated December 21, 2001, SEC File No. 333-75840.
|
|
First Supplemental Indenture to the Amended and Restated Indenture dated April 1, 2001 between the Registrant and U.S. Bank National Association dated January 19, 2011. Filed Herewith.
|
||
Second Amended and Restated Indenture of Trust between the Registrant and U.S. Bank National Association dated January 20, 2011. Filed Herewith.
|
||
First Supplemental Indenture to the Second Amended and Restated Indenture of Trust between the Registrant and U.S. Bank National Association dated January 20, 2011. Filed Herewith.
|
||
Bond Purchase Agreement between the Registrant and the 2011 Series A Bond Purchasers dated January 21, 2011. Filed Herewith.
|
||
Form of 2011 Series A Bond (Tranche A) due March 15, 2031. Filed Herewith.
|
||
Form of 2011 Series A Bond (Tranche B) due March 15, 2041. Filed Herewith.
|
10.2
|
Joint Use Agreement between the Registrant and the City of Seward dated effective as of September 11, 1998. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.3
|
Net Billing Agreement among the Registrant and the City of Seward dated effective as of September 11, 1998. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 1991, SEC File No. 033-42125.
|
|
10.4.2
|
2006 Agreement for the Sale and Purchase of Electric Power and Energy between the Registrant and the City of Seward dated effective February 27, 2007. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2007, SEC File No. 033-42125.
|
|
10.5
|
Agreement for Sale of Electric Power and Energy by and among the Registrant, Homer Electric Association, Inc. and Alaska Electric Generation and Transmission Cooperative, Inc. dated September 27, 1985. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.5.1
|
Assignment of Agreement for Sale of Electric Power and Energy by and among the Registrant, Homer Electric Association, Inc. and Alaska Electric Generation and Transmission Cooperative, Inc. dated June 30, 2003. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2003, SEC File No. 033-42125.
|
|
10.6
|
Modified Agreement for the Sale and Purchase of Electric Power and Energy by and among the Registrant, Matanuska Electric Association, Inc. and Alaska Electric Generation and Transmission Cooperative, Inc. dated effective as of January 30, 1989. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.6.1
|
First Amendment to Modified Agreement for the Sale and Purchase of Electric Power and Energy by and among the Registrant, Matanuska Electric Association, Inc. and Alaska Electric Generation and Transmission Cooperative, Inc. dated effective as of February 10, 1995. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated June 30, 1994, SEC File No. 033-42125.
|
|
10.6.2
|
Net Billing Agreement by and among the Registrant, Matanuska Electric Association, Inc. and Alaska Electric Generation and Transmission Cooperative, Inc. dated December 16, 1987. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.8
|
Agreement for the Sale and Purchase of Natural Gas between the Registrant and ARCO Alaska, Inc. dated April 21, 1989. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
10.8.1
|
Amendment No. 1 to Agreement for the Sale and Purchase of Natural Gas between the Registrant and ARCO Alaska, Inc., dated August 1, 1990. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.8.2
|
Letter Agreement dated April 23, 1999, regarding the Registrant’s consent to the assignment to ARCO Beluga, Inc. of the Agreement for the Sale and Purchase of Natural Gas between the Registrant and ARCO Alaska, Inc. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated March 22, 2001, SEC File No. 333-57400.
|
|
10.8.3
|
Amendment No. 2 to Agreement for the Sale and Purchase of Natural Gas between the Registrant and ARCO Beluga, Inc., dated May 6, 1999. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated June 30, 1999, SEC File No. 033-42125.
|
|
10.9
|
Agreement for the Sale and Purchase of Supplemental Natural Gas between the Registrant and ARCO Alaska, Inc. dated October 3, 1991. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.10
|
Agreement for the Sale and Purchase of Natural Gas between the Registrant and Marathon Oil Company dated September 26, 1988. (Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.10.1
|
Letter Agreement dated September 26, 1988 between the Registrant and Marathon Oil Company, amending the Agreement for the Sale and Purchase of Natural Gas between the Registrant and Marathon Oil Company. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.10.2
|
Amendatory Agreement No. 1 to Agreement for the Sale and Purchase of Natural Gas between the Registrant and Marathon Oil Company, dated effective as of February 21, 1990. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.10.3
|
Amendatory Agreement No. 2 to Agreement for the Sale and Purchase of Natural Gas between the Registrant and Marathon Oil Company, dated effective as of February 21, 1990. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.10.4
|
Amendatory Agreement No. 3 to Agreement for the Sale and Purchase of Natural Gas between the Registrant and Marathon Oil Company, dated January 28, 1991. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.10.5
|
Amendatory Agreement No. 4 to Agreement for the Sale and Purchase of Natural Gas between the Registrant and Marathon Oil Company, dated October 6, 1993. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated March 22, 2001, SEC File No. 333-57400.
|
10.10.6
|
Letter Agreement dated January 18, 1996 between the Registrant and Marathon Oil Company, amending the Agreement for the Sale and Purchase of Natural Gas between the Registrant and Marathon Oil Company. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated March 22, 2001, SEC File No. 333-57400.
|
|
10.10.7
|
Amendatory Agreement No. 5 to Agreement for the Sale and Purchase of Natural Gas between the Registrant and Marathon Oil Company, dated May 24, 1999. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated June 30, 1999, SEC File No. 033-42125.
|
|
10.11
|
Agreement for the Sale and Purchase of Natural Gas between the Registrant and Shell Western E&P Inc. dated April 25, 1989. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.11.1
|
Amendatory Agreement No. 1 to the Agreement for the Sale of Natural Gas between the Registrant and Shell Western E&P Inc., dated October 1, 1989. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.11.2
|
Amendment No. 2 to the Agreement for the Sale of Natural Gas between the Registrant and Shell Western E&P Inc., dated June 20, 1990. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.11.3
|
Amendatory Agreement No. 3 to the Agreement for the Sale of Natural Gas between the Registrant and Shell Western E&P Inc. dated October 14, 1996. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 1996, SEC File No. 033-42125.
|
|
10.12
|
Agreement for the Sale and Purchase of Supplemental Natural Gas between the Registrant and Shell Western E&P Inc. dated November 2, 1990. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.13
|
Agreement for the Sale and Purchase of Natural Gas between the Registrant and Chevron USA Inc. dated April 27, 1989 (including Attachment No. 1 thereto dated December 20, 1989). Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.13.2
|
Amendment No. 2 to Agreement for the Sale and Purchase of Natural Gas between the Registrant and Chevron USA Inc., dated June 7, 1990. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.13.3
|
Amendment No. 3 to Agreement for the Sale and Purchase of Natural Gas between the Registrant and Chevron U.S.A. Inc., dated May 26, 1999. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated June 30, 1999, SEC File No. 33-42125.
|
10.14
|
Agreement for the Sale and Purchase of Supplemental Natural Gas between the Registrant and Chevron USA, Inc. dated September 25, 1990. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.15
|
Alaska Intertie Agreement between Alaska Power Authority, Municipality of Anchorage, the Registrant, City of Fairbanks, Alaska Municipal Utilities System, Golden Valley Electric Association, Inc. and Alaska Electric Generation and Transmission Cooperative, Inc. dated December 23, 1985. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.16
|
Addendum No. 1 to the Alaska Intertie Agreement-Reserve Capacity and Operating Reserve Responsibility dated December 23, 1985. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.17
|
Memorandum of Understanding Regarding Intertie Upgrades among Alaska Energy Authority, the Registrant, Golden Valley Electric Association, Inc., Homer Electric Association, Inc., Matanuska Electric Association, Inc., Municipality of Anchorage d/b/a Municipal Light and Power, and the City of Seward d/b/a Seward Electric System dated March 21, 1990. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.18
|
Amendment No. 1 to the Alaska Intertie Agreement-Insurance and Liability dated March 28, 1991. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated March 22, 2001, SEC File No. 333-57400.
|
|
10.19
|
Intertie Grant Agreement between the Registrant, Golden Valley Electric Association, Inc., Fairbanks Municipal Utility System, Anchorage Municipal Light and Power, Alaska Electric Generation and Transmission Cooperative, Inc. (on behalf of Matanuska Electric Association, Inc. and Homer Electric Association, Inc.), City of Seward, the State of Alaska, Department of Administration and Alaska Industrial Development and Export Authority dated August 17, 1993. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 1993, SEC File No. 033-42125.
|
|
10.20
|
Grant Transfer and Delegation Agreement between the Registrant and Golden Valley Electric Association, Inc., Fairbanks Municipal Utility System, Anchorage Municipal Light and Power, Alaska Electric Generation and Transmission Cooperative, Inc., Matanuska Electric Association, Inc., Homer Electric Association, Inc., Seward, the State of Alaska, Department of Administration, and AMEA dated November 5, 1993. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 1993, SEC File No. 033-42125.
|
|
10.21
|
1993 Alaska Intertie Project Participants Agreement by and among Alaska Power Authority, Municipality of Anchorage, the Registrant, City of Fairbanks, Alaska Municipal Utilities System, Golden Valley Electric Association, Inc., Alaska Electric Generation and Transmission Cooperative, Inc., City of Seward d/b/a Seward Electric System, Homer Electric Association, Inc. and Matanuska Electric Association, Inc. dated January 24, 1994. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated March 22, 2001, SEC File No. 333-57400.
|
10.22
|
Amendment No. 1 to the 1993 Alaska Intertie Project Participants Agreement dated December 10, 1999. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated March 22, 2001, SEC File No. 333-57400.
|
|
10.23
|
Grant Administration Agreement by and among the Registrant, Alaska Industrial Development and Export Authority, Golden Valley Electric Association, Inc., Fairbanks Municipal Utilities System, Anchorage Municipal Light & Power, Alaska Electric Generation and Transmission Cooperative, Inc. (on behalf of Homer Electric Association, Inc. and Matanuska Electric Association, Inc.) and City of Seward dated August 30, 1994. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated March 22, 2001, SEC File No. 333-57400.
|
|
10.24
|
Bradley Lake Agreement for the Sale and Purchase of Electric Power by and among the Registrant, the Alaska Power Authority, Golden Valley Electric Association, Inc., the Municipality of Anchorage, the City of Seward, the Alaska Electric Generation and Transmission Cooperative, Inc., Homer Electric Association, Inc. and Matanuska Electric Association Inc. dated December 8, 1987. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.24.1
|
Partial Assignment of Bradley Lake Hydroelectric Project Agreement for the Sale and Purchase of Electric Power by and among the Registrant, the Alaska Power Authority, Golden Valley Electric Association, Inc., the Municipality of Anchorage, the City of Seward, the Alaska Electric Generation and Transmission Cooperative, Inc., Homer Electric Association, Inc. and Matanuska Electric Association Inc. dated June 30, 2003. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2003, SEC File No. 033-42125.
|
|
10.25
|
Agreement for the Wheeling of Electric Power and for Related Services by and among the Registrant, Homer Electric Association, Inc., Golden Valley Electric Association, Inc., Matanuska Electric Association, Inc., the Municipality of Anchorage, Inc. d/b/a Municipal Light and Power, the City of Seward d/b/a Seward Electric System and Alaska Electric Generation and Transmission Cooperative, Inc. dated December 8, 1987. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.25.1
|
Partial Assignment of Bradley Lake Hydroelectric Project Agreement for the Wheeling of Electric Power and for Related Services by and among the Registrant, Homer Electric Association, Inc., Golden Valley Electric Association, Inc., Matanuska Electric Association, Inc., the Municipality of Anchorage, Inc. d/b/a Municipal Light and Power, the City of Seward d/b/a Seward Electric System and Alaska Electric Generation and Transmission Cooperative, Inc. dated June 30, 2003. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2003, SEC File No. 033-42125.
|
|
10.26
|
Transmission Sharing Agreement by and among the Registrant, Homer Electric Association, Inc., Golden Valley Electric Association, Inc. and the Municipality of Anchorage d/b/a Municipal Light and Power. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
10.27
|
Amendment to Agreement for Sale of Transmission Capability by and among the Registrant, Homer Electric Association, Inc., Alaska Electric Generation and Transmission Cooperative, Inc., Golden Valley Electric Association, Inc. and the Municipality of Anchorage d/b/a Municipal Light and Power dated March 7, 1989. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.28
|
Bradley Lake Hydroelectric Agreement for the Dispatch of Electric Power and for Related Services between the Registrant and the Alaska Energy Authority dated February 19, 1992. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 1991, SEC File No. 033-42125.
|
|
10.29
|
Agreement for Bradley Lake Resource Scheduling by and among the Registrant, Homer Electric Association, Inc. and the Alaska Electric Generation and Transmission Cooperative, Inc. dated September 29, 1992. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 1992, SEC File No. 033-42125.
|
|
10.29.1
|
Assignment of Agreement for Bradley Lake Resource Scheduling by and among the Registrant, Homer Electric Association, Inc. and the Alaska Electric Generation and Transmission Cooperative, Inc. dated June 30, 2003. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2003, SEC File No. 033-42125.
|
|
10.30
|
Interconnection Agreement between the Registrant and Municipality of Anchorage Municipal Light and Power dated December 2, 1983. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.30.1
|
Addendum No. 1 to Interconnection Agreement between the Registrant and Municipality of Anchorage Municipal Light and Power dated August 8, 1984. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.30.2
|
Amendment No. 1 to Interconnection Agreement between the Registrant and Municipality of Anchorage Municipal Light and Power dated November 28, 1984. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.31
|
Gas Transportation Agreement by and among the Registrant, Alaska Pipeline Company and ENSTAR Natural Gas Company dated December 7, 1992. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 1992, SEC File No. 033-42125.
|
|
10.32
|
Eklutna Purchase Agreement by and among the Registrant, Matanuska Electric Association, Inc., Municipality of Anchorage d/b/a Municipal Light and Power and Alaska Power Administration. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
10.33
|
Eklutna Hydroelectric Project Closing Documents dated October 2, 1997. Previously reported as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 1997, SEC File No. 033-42125.
|
|
10.36
|
Agreement by and among the Registrant, Municipality of Anchorage d/b/a Anchorage Municipal Light and Power, Matanuska Electric Association, Inc., U.S. Fish and Wildlife Service, National Marine Fisheries Service, Alaska Energy Authority and the State of Alaska re: the Eklutna and Snettisham Hydroelectric Projects. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 1991, SEC File No. 033-42125.
|
|
10.37
|
Daves Creek Substation Agreement between the Registrant and the Alaska Energy Authority dated March 13, 1992. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 1992, SEC File No. 033-42125.
|
|
10.39
|
Nikiski Cogeneration Plant System Use and Dispatch Agreement between the Registrant and Alaska Electric Generation and Transmission Cooperative, Inc. dated February 12, 1999. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated June 30, 1999, SEC File No. 033-42125.
|
|
10.39.1
|
Second Amendment to the Nikiski Cogeneration Plant System Use and Dispatch Agreement between the Registrant and Alaska Electric Generation and Transmission Cooperative, Inc. dated June 1, 2001. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated June 30, 2001, SEC File No. 033-42125.
|
|
10.39.2
|
Assignment of Nikiski Cogeneration Plant System Use and Dispatch Agreement between the Registrant and Alaska Electric Generation and Transmission Cooperative, Inc. dated June 30, 2003. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2003, SEC File No. 033-42125.
|
|
10.39.3
|
Settlement of Dispute Over Nikiski Cogeneration Plant System Use and Dispatch Agreement and Premium Demand Charges Under HEA PSA between the Registrant and Alaska Electric and Energy Cooperative, Inc. and Homer Electric Association, Inc. dated January 15, 2008. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2007, SEC File No. 033-42125.
|
|
10.39.4
|
Third Amendment to the Nikiski Cogeneration Plant System Use and Dispatch Agreement between the Registrant and Homer Electric Association, Inc. dated effective November 6, 2009. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated September 30, 2009, SEC File No. 033-42125.
|
|
10.40
|
Lease Amendment between the Registrant and Standard Oil Company of California dated June 1, 1975. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
|
10.41
|
Lease Amendment between the Registrant and Chevron USA, Inc. dated September 1, 1985. Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 dated September 19, 1991, SEC File No. 33-42125.
|
Amended and Restated Master Loan Agreement between the Registrant and CoBank, ACB dated January 19, 2011. Filed Herewith.
|
||
Second Amended and Restated Supplement between the Registrant and CoBank, ACB, dated January 19, 2011. Filed Herewith.
|
||
Form of 2011 CoBank Note dated January 19, 2011. Filed Herewith.
|
||
10.47.1
|
Line of Credit Agreement between the Registrant and the National Rural Utilities Cooperative Finance Corporation dated October 14, 2007. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated September 30, 2007, SEC File No. 033-42125.
|
|
10.47.2
|
Amendment to Revolving Line of Credit Agreement between the Registrant and the National Rural Utilities Cooperative Finance Corporation dated effective December 22, 2008. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2008, SEC File No. 033-42125.
|
|
2010 Credit Agreement between the Registrant and the National Rural Utilities Cooperative Finance Corporation (NRUCFC), Bank of America, N.A., KeyBank National Association, JPMorgan Chase Bank, N.A., Bank of Montreal, CoBank, ACB, Goldman Sachs Bank USA, Bank of Taiwan, Los Angeles Branch and Chang Hwa Commercial Bank, Ltd., Los Angeles Branch dated November 17, 2010. Filed Herewith.
|
||
10.56
|
Order On Offer Of Settlement And Issuing New License between the Registrant and the Federal Energy Regulatory Commission dated effective August 24, 2007. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2007, SEC File No. 033-42125.
|
|
10.58
|
Agreement Covering Terms and Conditions of Employment for Beluga Power Plant Culinary Employees between the Registrant and the Hotel Employees & Restaurant Employees Union Local 878 dated effective December 13, 2007. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2007, SEC File No. 033-42125.
|
|
10.59
|
Agreement Covering Terms and Conditions of Employment for Office and Engineering Personnel between the Registrant and the International Brotherhood of Electrical Workers Local 1547 dated effective September 13, 2007. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2007, SEC File No. 033-42125.
|
|
10.59.1
|
Letter of Agreement By and Between the Registrant and the International Brotherhood of Electrical Workers Local 1547 for Office and Engineering Personnel dated effective July 1, 2010. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2009, SEC File No. 033-42125.
|
|
10.60
|
Agreement Covering Terms and Conditions of Employment for Generation Plant Personnel between the Registrant and the International Brotherhood of Electrical Workers Local 1547 dated effective November 9, 2007. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2007, SEC File No. 033-42125.
|
10.60.1
|
Letter of Agreement By and Between the Registrant and the International Brotherhood of Electrical Workers Local 1547 for Generation Plant Personnel dated effective July 1, 2010. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2009, SEC File No. 033-42125.
|
|
10.61
|
Agreement Covering Terms and Conditions of Employment for Outside Plant Personnel between the Registrant and the International Brotherhood of Electrical Workers Local 1547 dated effective December 12, 2007. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2007, SEC File No. 033-42125.
|
|
10.61.1
|
Letter of Agreement By and Between the Registrant and the International Brotherhood of Electrical Workers Local 1547 for Outside Plant Personnel dated effective July 1, 2010. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2009, SEC File No. 033-42125.
|
|
10.62
|
Memorandum of Understanding Regarding Joint Development of South Anchorage Power Project between the Registrant and Anchorage Municipal Light and Power dated effective February 28, 2008. Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K dated December 31, 2007, SEC File No. 033-42125.
|
|
10.64
|
Employment Agreement between the Registrant and Bradley W. Evans dated effective July 1, 2008. Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K dated August 27, 2008, SEC File No. 033-42125.
|
|
10.65
|
Agreement for the Sale and Purchase of Natural Gas between the Registrant and ConocoPhillips Alaska, Inc. and ConocoPhillips, Inc. (collectively, ConocoPhillips) effective August 21, 2009. Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K dated August 21, 2009, SEC File No. 033-42125.
|
|
10.66
|
Agreement for the Sale and Purchase of Natural Gas between the Registrant and Marathon Alaska Production, LLC (MAP) effective May 17, 2010. Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K dated May 17, 2010, SEC File No. 033-42125.
|
|
10.67
|
Engineering, Procurement and Construction Contract between the Registrant and SNC-Lavalin Constructors, Inc. dated effective June 18, 2010. Confidential portions have been omitted and filed separately with the Commission on a Confidential Treatment Request. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated June 30, 2010, SEC File No. 033-42125.
|
|
10.68
|
Transportation Agreement between the Registrant and Beluga Pipeline Company dated effective October 1, 2010. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated September 30, 2010, SEC File No. 033-42125.
|
|
10.69
|
Transportation Agreement For Interruptible Transportation Of Natural Gas between the Registrant and Kenai Nikiski Pipeline dated effective October 1, 2010. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated September 30, 2010, SEC File No. 033-42125.
|
10.70
|
Gas Exchange Contract between the Registrant and Union Oil Company of California dated effective October 1, 2010. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated September 30, 2010, SEC File No. 033-42125.
|
|
Gas Transportation Agreement between the Registrant and Alaska Pipeline Company and ENSTAR Natural Gas Company effective November 17, 2010. Filed Herewith.
|
||
14
|
Code of Ethics for Senior Financial Officers of the Registrant dated effective June 16, 2004. Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q dated June 30, 2004, SEC File No. 033-42125.
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
||
By:
|
/s/ Bradley W. Evans
|
|
Bradley W. Evans, Chief Executive Officer
|
||
Date:
|
March 28, 2011
|
/s/ Bradley W. Evans
|
|
Bradley W. Evans
|
Chief Executive Officer
|
(Principal Executive Officer)
|
|
/s/ Michael R. Cunningham
|
|
Michael R. Cunningham
|
Chief Financial Officer
|
(Principal Financial Officer)
|
|
(Principal Accounting Officer)
|
|
/s/ Paul R. Risse
|
|
Paul R. Risse
|
Sr. Vice President, Power Supply
|
/s/ Lee D. Thibert
|
|
Lee D. Thibert
|
Sr. Vice President, Strategic Planning &
|
Corporate Affairs
|
|
/s/ Luke Sliman
|
|
Luke Sliman acting for
|
|
Edward M. Jenkin
|
Vice President, Power Delivery
|
/s/ Tyler E. Andrews
|
|
Tyler E. Andrews
|
Vice President, Human Resources
|
/s/ James Nordlund
|
|
James Nordlund
|
Director & Chairman of the Board
|
/s/ Janet Reiser
|
|
Janet Reiser
|
Director & Vice-Chairman of the Board
|
/s/ Susan Reeves
|
|
Susan Reeves
|
Director & Treasurer of the Board
|
/s/ P. J. Hill
|
|
P. J. Hill
|
Director & Secretary of the Board
|
/s/ Rebecca Logan
|
|
Rebecca Logan
|
Director
|
/s/ Elizabeth Vazquez
|
|
Elizabeth Vazquez
|
Director
|
/s/ Doug Robbins
|
|
Doug Robbins
|
Director
|
FIRST SUPPLEMENTAL INDENTURE
(to that certain Amended and Restated Indenture of Trust,
dated as of April 1, 2001)
Dated as of January 19, 2011
between
CHUGACH ELECTRIC ASSOCIATION, INC.,
5601 Electron Drive, Anchorage, Alaska 99519,
TRUSTOR
AND
U.S. BANK NATIONAL ASSOCIATION,
1420 Fifth Avenue, 7th Floor, Seattle, Washington 98101,
Attn: Corporate Trust Services
TRUSTEE
SENIOR OBLIGATIONS
|
CHUGACH ELECTRIC ASSOCIATION, INC.,
|
|||
an Alaska electric cooperative
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
Michael R. Cunningham
|
||
Title:
|
Sr. Vice President and
|
||
Chief Financial Officer
|
|||
U.S. BANK NATIONAL ASSOCIATION,
|
|||
a national banking association,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Name:
|
Thomas Zrust
|
||
Title:
|
Vice President
|
RECITALS OF THE COMPANY
|
1
|
GRANTING CLAUSES
|
2
|
GRANTING CLAUSE FIRST
|
2
|
GRANTING CLAUSE SECOND
|
2
|
GRANTING CLAUSE THIRD
|
3
|
GRANTING CLAUSE FOURTH
|
3
|
EXCEPTED PROPERTY
|
3
|
EXCLUDABLE PROPERTY
|
6
|
1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION |
7
|
|
1.1.
|
Definitions
|
7
|
1.2.
|
Acts of Holders
|
31
|
1.3.
|
Notices, etc., to Trustee and Company
|
32
|
1.4.
|
Notices to Holders; Waiver
|
33
|
1.5.
|
Form and Contents of Documents Delivered to Trustee
|
33
|
1.6.
|
Compliance Certificates and Opinions
|
35
|
1.7.
|
Conflict With Trust Indenture Act
|
35
|
1.8.
|
Effect Headings and Table of Contents
|
35
|
1.9.
|
Successors and Assigns
|
36
|
1.10.
|
Severability clause
|
36
|
1.11.
|
Benefits of Indenture
|
36
|
1.12.
|
Governing Law
|
36
|
1.13.
|
Action by Credit Enhancer When Action by Holders Required
|
36
|
1.14.
|
Bank Holidays
|
36
|
1.15.
|
Maturity of Obligations and Indenture
|
37
|
1.16.
|
Acceptance of Trust by Trustee
|
37
|
1.17.
|
Investment of Cash Held by Trustee
|
37
|
1.18.
|
Principal Amount of Certain Obligations
|
38
|
1.19.
|
Security Agreement and Financing Statement
|
38
|
2. FORMS OF OBLIGATIONS |
39
|
|
2.1.
|
Forms Generally
|
39
|
2.2.
|
Form of Trustee’s Certificate of Authentication for Obligations
|
39
|
3. THE OBLIGATIONS
|
39
|
|
3.1.
|
Terms and Forms of Pre-Existing Obligations
|
39
|
3.2.
|
General Title; General Limitations; Issuable in Series
|
40
|
3.3.
|
Terms of Particular Series
|
40
|
3.4.
|
Form and Denominations
|
42
|
3.5.
|
Execution, Authentication, Delivery and Dating
|
42
|
3.6.
|
Temporary Obligations
|
43
|
3.7.
|
Registration; Registration of Transfer and Exchange
|
43
|
3.8.
|
Mutilated, Destroyed, Lost and Stolen Obligations
|
44
|
3.9.
|
Payment of Interest; Interest Rights Preserved
|
45
|
3.10.
|
Persons Deemed Owners
|
46
|
3.11.
|
Cancellation
|
47
|
4. EXISTING OBLIGATIONS |
47
|
|
4.1.
|
Effect of Amendment and Restatement; Terms
|
47
|
5. AUTHENTICATION AND DELIVERY OF ADDITIONAL OBLIGATIONS |
47
|
|
5.1.
|
General Provisions
|
47
|
5.2.
|
Authentication and Delivery of Additional Obligations Upon Basis of Bondable Additions
|
49
|
5.3.
|
Authentication and Delivery of Additional Obligations Upon Basis of Retirement or Defeasance of Obligations or Principal Payments on Obligations
|
58
|
5.4.
|
Authentication and Delivery of Additional Obligations Upon Deposit of Cash With Trustee
|
60
|
5.5.
|
Authentication and Delivery of Obligations Upon Basis of Designated Qualifying Securities
|
61
|
5.6.
|
Authentication and Delivery of Conditional Obligations; Loans or Advances Thereunder
|
63
|
5.7.
|
Authentication and Delivery of Credit Enhancement Obligations
|
64
|
5.8.
|
Withdrawal of Deposited Cash
|
65
|
5.9.
|
Authentication and Delivery of Additional Obligations Upon Basis of Certified Progress Payments
|
67
|
5.10.
|
Conversion of Additional Obligations
|
68
|
6. RELEASES |
69
|
|
6.1.
|
Right of Company to Possess and Operate Trust Estate; Dispositions Without Release
|
69
|
6.2.
|
Releases
|
72
|
6.3.
|
Eminent Domain
|
77
|
6.4.
|
Written Disclaimer of Trustee
|
78
|
6.5.
|
Powers Exercisable Notwithstanding Event of Default
|
78
|
6.6.
|
Powers Exercisable by Trustee or Receiver
|
78
|
6.7.
|
Purchaser Protected
|
79
|
6.8.
|
Disposition of Collateral On Discharge of Prior Liens
|
79
|
6.9.
|
Disposition of Obligations Received
|
79
|
6.10.
|
Excludable Property
|
80
|
7. APPLICATION OF TRUST MONEYS |
80
|
|
7.1.
|
“Trust Moneys” Defined
|
80
|
7.2.
|
Withdrawal on Basis of Bondable Additions
|
80
|
7.3.
|
Withdrawal on Basis of Retirement or Defeasance of Obligations or Principal Payments on Obligations
|
81
|
7.4.
|
Withdrawal on Basis of Designated Qualifying Securities
|
82
|
7.5.
|
Withdrawal on Basis of Certified Progress Payments
|
82
|
7.6.
|
Retirement of Obligations or Payments on Obligations
|
83
|
7.7.
|
Withdrawal of Insurance Proceeds
|
85
|
7.8.
|
Amounts under $100,000
|
88
|
7.9.
|
Powers Exercisable Notwithstanding Default
|
88
|
7.10.
|
Powers Exercisable by Trustee or Receiver
|
88
|
7.11.
|
Disposition of Obligations Retired
|
89
|
8. DEFEASANCE |
89
|
|
8.1.
|
Termination of Company’s Obligations
|
89
|
8.2.
|
Application of Deposited Money and Money From Defeasance Securities
|
91
|
8.3.
|
Repayment to Company
|
92
|
8.4.
|
Reinstatement
|
92
|
9. EVENTS OF DEFAULT AND REMEDIES |
93
|
|
9.1.
|
Events of Default
|
93
|
9.2.
|
Acceleration of Maturity Rescission and Annulment
|
95
|
9.3.
|
Entry
|
96
|
9.4.
|
Power of Sale; Suits for Enforcement
|
96
|
9.5.
|
Incidents of Sale
|
97
|
9.6.
|
Covenant to Pay Trustee Amounts Due on Obligations and Right of Trustee to Judgment
|
98
|
9.7.
|
Application of Money Collected
|
99
|
9.8.
|
Receiver
|
101
|
9.9.
|
Trustee May File Proofs of Claim
|
101
|
9.10.
|
Trustee May Enforce Claims Without Possession of Obligations
|
102
|
9.11.
|
Limitation on Suits
|
102
|
9.12.
|
Unconditional Right of Holders to Receive Principal, Premium and Interest
|
103
|
9.13.
|
Restoration of Positions
|
103
|
9.14.
|
Rights and Remedies Cumulative
|
103
|
9.15.
|
Delay or Omission Not Waiver
|
103
|
9.16.
|
Control by Holders
|
104
|
9.17.
|
Waiver of Past Defaults
|
104
|
9.18.
|
Undertaking for Costs
|
105
|
9.19.
|
Waiver of Appraisement and Other Laws
|
105
|
9.20.
|
Suits to Protect the Trust Estate
|
106
|
9.21.
|
Remedies Subject to Applicable Law
|
106
|
9.22.
|
Principal Amount of Original Issue Discount Obligation
|
106
|
9.23.
|
Default Not Affecting All Series of Obligations
|
106
|
9.24.
|
Defaults Under Qualifying Securities Indentures
|
107
|
10. THE TRUSTEE |
107
|
|
10.1.
|
Certain Duties and Responsibilities
|
107
|
10.2.
|
Notice of Defaults
|
108
|
10.3.
|
Certain Rights of Trustee
|
108
|
10.4.
|
Not Responsible for Recitals Application of Proceeds or Contents of Disclosure Materials
|
109
|
10.5.
|
May Hold Obligations
|
110
|
10.6.
|
Money Held in Trust
|
110
|
10.7.
|
Compensation and Reimbursement
|
110
|
10.8.
|
Disqualification; Conflicting Interests
|
111
|
10.9.
|
Corporate Trustee Required; Eligibility
|
116
|
10.10.
|
Resignation and Removal; Appointment of Successor
|
117
|
10.11.
|
Acceptance of Appointment by Successor
|
119
|
10.12.
|
Merger, Conversion, Consolidation or Succession to Business
|
119
|
10.13.
|
Preferential Collection of Claims against Company
|
119
|
10.14.
|
Co-trustees and Separate Trustees
|
123
|
10.15.
|
Authenticating Agent
|
125
|
11. HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY |
126
|
|
11.1.
|
Company to Furnish Trustee Semi-Annual Lists of Holders
|
126
|
11.2.
|
Preservation of Information; Communications to Holders
|
126
|
11.3.
|
Reports by Trustee
|
128
|
11.4.
|
Reports by Company
|
130
|
12. CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER |
131
|
|
12.1.
|
Consolidation, Merger, Conveyance or Transfer only on Certain Terms
|
131
|
12.2.
|
Successor Person Substituted
|
132
|
13. SUPPLEMENTAL INDENTURES |
132
|
|
13.1.
|
Supplemental Indentures Without Consent of Holders
|
132
|
13.2.
|
Supplemental Indentures With Consent of Holders
|
134
|
13.3.
|
Execution of Supplemental Indentures
|
136
|
13.4.
|
Effect of Supplemental Indentures
|
136
|
13.5.
|
Conformity With Trust Indenture Act
|
136
|
13.6.
|
Reference in Obligations to Supplemental Indentures
|
136
|
14. COVENANTS |
136
|
|
14.1.
|
Payment of Principal, Premium and Interest
|
136
|
14.2.
|
Maintenance of Office or Agency
|
137
|
14.3.
|
Money for Obligation Payments to be Held in Trust; Repayment of Unclaimed Money
|
137
|
14.4.
|
Warranty of Title
|
138
|
14.5.
|
After-Acquired Property; Further Assurances; Recording
|
139
|
14.6.
|
Limitations on Liens; Payment of Taxes
|
140
|
14.7.
|
Maintenance of Properties
|
141
|
14.8.
|
To Insure
|
142
|
14.9.
|
Corporate Existence
|
143
|
14.10.
|
To Keep Books; Inspection by Trustee
|
143
|
14.11.
|
Use of Trust Moneys and Advances by Trustee
|
143
|
14.12.
|
Statement as to Compliance
|
144
|
14.13.
|
Waiver of Certain Covenants
|
144
|
14.14.
|
Rate Covenant
|
144
|
14.15.
|
Distributions to Members
|
145
|
15. REDEMPTION OF OBLIGATIONS; SINKING FUNDS |
145
|
|
15.1.
|
General Applicability of Sections 15.01 through 15.07
|
145
|
15.2.
|
Election to Redeem; Notice to Trustee
|
145
|
15.3.
|
Selection by Trustee of Obligations to be Redeemed
|
146
|
15.4.
|
Notice of Redemption
|
147
|
15.5.
|
Deposit of Redemption Price
|
148
|
15.6.
|
Obligations Payable on Redemption Date
|
149
|
15.7.
|
Obligations Redeemed in Part
|
149
|
15.8.
|
Applicability of Sections 15.08 through 15.10
|
150
|
15.9.
|
Satisfaction of Sinking Fund Payments with Obligations
|
150
|
15.10.
|
Redemption of Obligations for Sinking Fund
|
150
|
16. CONTROL OF PLEDGED SECURITIES |
151
|
|
16.1.
|
Pledged Securities Deposited With Trustee
|
151
|
16.2.
|
Form of Holding
|
151
|
16.3.
|
Right of Trustee to Preserve Issuers; Directors’ Qualifying Shares
|
151
|
16.4.
|
Income Before Event of Default
|
152
|
16.5.
|
Income After Event of Default
|
152
|
16.6.
|
Principal and Other Payments
|
153
|
16.7.
|
Voting
|
154
|
16.8.
|
Limitations on Issuance of Voting Stock or Grant Membership Interests of Pledged Subsidiaries
|
154
|
16.9.
|
Increase, Reduction or Reclassification of Stock; Dissolution; Consolidation, Etc
|
155
|
16.10.
|
Enforcement
|
156
|
16.11.
|
Acquisition of Property of Issuers of Pledged Securities
|
156
|
16.12.
|
Reorganization
|
156
|
16.13.
|
Renewal and Refunding
|
157
|
16.14.
|
Expenses
|
157
|
16.15.
|
Opinion of Counsel
|
158
|
17. QUALIFYING SECURITIES; QUALIFYING SECURITIES INDENTURES |
158
|
|
17.1.
|
Registration and Ownership of Designated Qualifying Securities
|
158
|
17.2.
|
Payments on Qualifying Securities
|
158
|
17.3.
|
Surrender or Redesignation of Designated Qualifying Securities
|
159
|
17.4.
|
No Transfer of Qualifying Securities
|
160
|
17.5.
|
Reorganization
|
160
|
|
1.
|
RECITALS OF THE COMPANY
|
1.
|
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
|
|
1.1.
|
Definitions.
|
|
(j)
|
The word “or” shall not be exclusive.
|
|
(b)
|
cash; and
|
|
(a)
|
adding:
|
|
(i)
|
Interest Charges;
|
|
(b)
|
subtracting:
|
|
1.2.
|
Acts of Holders.
|
|
1.3.
|
Notices, etc., to Trustee and Company.
|
|
1.4.
|
Notices to Holders; Waiver.
|
|
1.5.
|
Form and Contents of Documents Delivered to Trustee.
|
|
1.6.
|
Compliance Certificates and Opinions.
|
|
1.7.
|
Conflict With Trust Indenture Act.
|
|
1.8.
|
Effect Headings and Table of Contents.
|
|
1.9.
|
Successors and Assigns.
|
|
1.10.
|
Severability Clause.
|
|
1.11.
|
Benefits of Indenture.
|
|
1.12.
|
Governing Law.
|
|
1.13.
|
Action by Credit Enhancer When Action by Holders Required.
|
|
1.14.
|
Bank Holidays.
|
|
1.15.
|
Maturity of Obligations and Indenture.
|
|
1.16.
|
Acceptance of Trust by Trustee.
|
|
1.17.
|
Investment of Cash Held by Trustee.
|
|
1.18.
|
Principal Amount of Certain Obligations.
|
|
1.19.
|
Security Agreement and Financing Statement.
|
2.
|
FORMS OF OBLIGATIONS
|
|
2.1.
|
Forms Generally.
|
|
2.2.
|
Form of Trustee’s Certificate of Authentication for Obligations.
|
Date:
|
[_______________], AS TRUSTEE
|
|||
By:
|
||||
Authorized Signatory
|
3.
|
THE OBLIGATIONS
|
|
3.1.
|
Terms and Forms of Pre-Existing Obligations.
|
|
3.2.
|
General Title; General Limitations; Issuable in Series.
|
|
3.3.
|
Terms of Particular Series.
|
|
3.4.
|
Form and Denominations.
|
|
3.5.
|
Execution, Authentication, Delivery and Dating.
|
|
3.6.
|
Temporary Obligations.
|
|
3.7.
|
Registration; Registration of Transfer and Exchange.
|
|
3.8.
|
Mutilated, Destroyed, Lost and Stolen Obligations.
|
|
3.9.
|
Payment of Interest; Interest Rights Preserved.
|
|
3.10.
|
Persons Deemed Owners.
|
|
3.11.
|
Cancellation.
|
4.
|
PRE-EXISTING OBLIGATIONS
|
|
4.1.
|
Effect of Amendment and Restatement; Terms.
|
5.
|
AUTHENTICATION AND DELIVERY OF ADDITIONAL OBLIGATIONS
|
|
5.1.
|
General Provisions.
|
|
5.2.
|
Authentication and Delivery of Additional Obligations Upon Basis of Bondable Additions.
|
1.
|
The balance of Bondable Additions remaining after the action applied for in the next previous Certificate (Certificate No. _______) [or, in the case of the first Certificate, $322,225,226]
|
$ ________
|
|
Then take the new gross Property Additions as shown in item 2 below:
|
|||
2.
|
Amount of additional Property Additions now certified, being the Amount of all or some Property Additions prior to __________ and not certified in any previous Certificate as to Bondable Additions
|
$ ________
|
|
Then determine the deductions for Retirements by deducting item 4 below from item 3 below to produce item 5:
|
|||
3.
|
The aggregate amount of all Retirements in the period from __________ through __________
|
$ ________
|
|
4.
|
The sum of the credits against Retirements in the period from __________ through __________
|
$ ________
|
|
5.
|
The net amount of Retirements to be deducted (if less than zero, enter zero)
|
$ ________
|
|
Then determine the net Bondable Additions now being certified by deducting item 5 from item 2 to produce item 6:
|
|||
6.
|
Net Bondable Additions now being certified
|
$ ________
|
|
Then add item 1 and item 6 to produce item 7:
|
|||
7.
|
Total Bondable Additions available for the action applied for
|
$ ________
|
|
Deduct item 8 from item 7 to produce item 9:
|
|||
8.
|
Bondable Additions now being used
|
$ ________
|
|
9.
|
Balance of Bondable Additions to remain after the action applied for
|
$ ________
|
(Title)
|
|
(Title)
|
|
(Engineer or Appraiser)
|
|
(Accountant)
|
|
5.3.
|
Authentication and Delivery of Additional Obligations Upon Basis of Retirement or Defeasance of Obligations or Principal Payments on Obligations.
|
|
5.4.
|
Authentication and Delivery of Additional Obligations Upon Deposit of Cash With Trustee.
|
|
5.5.
|
Authentication and Delivery of Additional Obligations Upon Basis of Designated Qualifying Securities.
|
|
5.6.
|
Authentication and Delivery of Conditional Obligations; Loans or Advances Thereunder.
|
|
5.7.
|
Authentication and Delivery of Credit Enhancement Obligations.
|
|
5.8.
|
Withdrawal of Deposited Cash.
|
|
5.9.
|
Authentication and Delivery of Additional Obligations Upon Basis of Certified Progress Payments.
|
|
5.10.
|
Conversion of Additional Obligations.
|
6.
|
RELEASES
|
|
6.1.
|
Right of Company to Possess and Operate Trust Estate; Dispositions Without Release.
|
|
6.2.
|
Releases.
|
|
(e)
|
An Opinion of Counsel
|
|
6.3.
|
Eminent Domain.
|
|
6.4.
|
Written Disclaimer of Trustee.
|
|
6.5.
|
Powers Exercisable Notwithstanding Event of Default.
|
|
6.6.
|
Powers Exercisable by Trustee or Receiver.
|
|
6.7.
|
Purchaser Protected.
|
|
6.8.
|
Disposition of Collateral on Discharge of Prior Liens.
|
|
6.9.
|
Disposition of Obligations Received.
|
|
6.10.
|
Excludable Property.
|
7.
|
APPLICATION OF TRUST MONEYS
|
|
7.1.
|
“Trust Moneys” Defined.
|
|
7.2.
|
Withdrawal on Basis of Bondable Additions.
|
|
7.3.
|
Withdrawal on Basis of Retirement or Defeasance of Obligations or Principal Payments on Obligations.
|
|
7.4.
|
Withdrawal on Basis of Designated Qualifying Securities.
|
|
7.5.
|
Withdrawal on Basis of Certified Progress Payments.
|
|
7.6.
|
Retirement of Obligations or Payments on Obligations.
|
|
7.7.
|
Withdrawal of Insurance Proceeds.
|
|
7.8.
|
Amounts under $100,000.
|
|
7.9.
|
Powers Exercisable Notwithstanding Default.
|
|
7.10.
|
Powers Exercisable by Trustee or Receiver.
|
|
7.11.
|
Disposition of Obligations Retired.
|
8.
|
DEFEASANCE
|
|
8.1.
|
Termination of Company’s Obligations.
|
|
8.2.
|
Application of Deposited Money and Money From Defeasance Securities.
|
|
8.3.
|
Repayment to Company.
|
|
8.4.
|
Reinstatement.
|
9.
|
EVENTS OF DEFAULT AND REMEDIES
|
|
9.1.
|
Events of Default.
|
|
9.2.
|
Acceleration of Maturity Rescission and Annulment.
|
|
9.3.
|
Entry.
|
|
9.4.
|
Power of Sale; Suits for Enforcement.
|
|
9.5.
|
Incidents of Sale.
|
|
9.6.
|
Covenant to Pay Trustee Amounts Due on Obligations and Right of Trustee to Judgment.
|
|
9.7.
|
Application of Money Collected.
|
|
9.8.
|
Receiver.
|
|
9.9.
|
Trustee May File Proofs of Claim.
|
|
9.10.
|
Trustee May Enforce Claims Without Possession of Obligations.
|
|
9.11.
|
Limitation on Suits.
|
|
9.12.
|
Unconditional Right of Holders to Receive Principal, Premium and Interest.
|
|
9.13.
|
Restoration of Positions.
|
|
9.14.
|
Rights and Remedies Cumulative.
|
|
9.15.
|
Delay or Omission Not Waiver.
|
|
9.16.
|
Control by Holders.
|
|
9.17.
|
Waiver of Past Defaults.
|
|
9.18.
|
Undertaking for Costs.
|
|
9.19.
|
Waiver of Appraisement and Other Laws.
|
|
9.20.
|
Suits to Protect the Trust Estate.
|
|
9.21.
|
Remedies Subject to Applicable Law.
|
|
9.22.
|
Principal Amount of Original Issue Discount Obligation.
|
|
9.23.
|
Default Not Affecting All Series of Obligations.
|
|
9.24.
|
Defaults Under Qualifying Securities Indentures.
|
10.
|
THE TRUSTEE
|
|
10.1.
|
Certain Duties and Responsibilities.
|
|
10.2.
|
Notice of Defaults.
|
|
10.3.
|
Certain Rights of Trustee.
|
|
10.4.
|
Not Responsible for Recitals Application of Proceeds or Contents of Disclosure Materials.
|
|
10.5.
|
May Hold Obligations.
|
|
10.6.
|
Money Held in Trust.
|
|
10.7.
|
Compensation and Reimbursement.
|
|
10.8.
|
Disqualification; Conflicting Interests.
|
|
10.9.
|
Corporate Trustee Required; Eligibility.
|
|
10.10.
|
Resignation and Removal; Appointment of Successor.
|
|
10.11.
|
Acceptance of Appointment by Successor.
|
|
10.12.
|
Merger, Conversion, Consolidation or Succession to Business.
|
|
10.13.
|
Preferential Collection of Claims against Company.
|
|
10.14.
|
Co-trustees and Separate Trustees.
|
|
10.15.
|
Authenticating Agent.
|
As Trustee
|
||
By:
|
||
As Authenticating Agent
|
||
By:
|
||
Authorized Officer
|
11.
|
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
|
|
11.1.
|
Company to Furnish Trustee Semi-Annual Lists of Holders.
|
|
11.2.
|
Preservation of Information; Communications to Holders.
|
|
11.3.
|
Reports by Trustee.
|
|
11.4.
|
Reports by Company.
|
12.
|
CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
|
|
12.1.
|
Consolidation, Merger, Conveyance or Transfer only on Certain Terms.
|
|
12.2.
|
Successor Person Substituted.
|
13.
|
SUPPLEMENTAL INDENTURES
|
|
13.1.
|
Supplemental Indentures Without Consent of Holders.
|
|
13.2.
|
Supplemental Indentures With Consent of Holders.
|
|
13.3.
|
Execution of Supplemental Indentures.
|
|
13.4.
|
Effect of Supplemental Indentures.
|
|
13.5.
|
Conformity With Trust Indenture Act.
|
|
13.6.
|
Reference in Obligations to Supplemental Indentures.
|
14.
|
COVENANTS
|
|
14.1.
|
Payment of Principal, Premium and Interest.
|
|
14.2.
|
Maintenance of Office or Agency.
|
|
14.3.
|
Money for Obligation Payments to be Held in Trust; Repayment of Unclaimed Money.
|
|
14.4.
|
Warranty of Title.
|
|
14.5.
|
After-Acquired Property; Further Assurances; Recording.
|
|
14.6.
|
Limitations on Liens; Payment of Taxes.
|
|
14.7.
|
Maintenance of Properties.
|
|
14.8.
|
To Insure.
|
|
14.9.
|
Corporate Existence.
|
|
14.10.
|
To Keep Books; Inspection by Trustee.
|
|
14.11.
|
Use of Trust Moneys and Advances by Trustee.
|
|
14.12.
|
Statement as to Compliance.
|
|
14.13.
|
Waiver of Certain Covenants.
|
|
14.14.
|
Rate Covenant.
|
|
14.15.
|
Distributions to Members.
|
15.
|
REDEMPTION OF OBLIGATIONS; SINKING FUNDS
|
|
15.1.
|
General Applicability of Sections 15.1 through 15.7.
|
|
15.2.
|
Election to Redeem; Notice to Trustee.
|
|
15.3.
|
Selection by Trustee of Obligations to be Redeemed.
|
|
15.4.
|
Notice of Redemption.
|
|
15.5.
|
Deposit of Redemption Price.
|
|
15.6.
|
Obligations Payable on Redemption Date.
|
|
15.7.
|
Obligations Redeemed in Part.
|
|
15.8.
|
Applicability of Sections 15.8 through 15.10.
|
|
15.9.
|
Satisfaction of Sinking Fund Payments with Obligations.
|
|
15.10.
|
Redemption of Obligations for Sinking Fund.
|
16.
|
CONTROL OF PLEDGED SECURITIES
|
|
16.1.
|
Pledged Securities Deposited With Trustee.
|
|
16.2.
|
Form of Holding.
|
|
16.3.
|
Right of Trustee to Preserve Issuers; Directors’ Qualifying Shares.
|
|
16.4.
|
Income Before Event of Default.
|
|
16.5.
|
Income After Event of Default.
|
|
16.6.
|
Principal and Other Payments.
|
|
16.7.
|
Voting.
|
|
16.8.
|
Limitations on Issuance of Voting Stock or Grant Membership Interests of Pledged Subsidiaries.
|
|
16.9.
|
Increase, Reduction or Reclassification of Stock; Dissolution; Consolidation, Etc.
|
|
16.10.
|
Enforcement.
|
|
16.11.
|
Acquisition of Property of Issuers of Pledged Securities.
|
|
16.12.
|
Reorganization.
|
|
16.13.
|
Renewal and Refunding.
|
|
16.14.
|
Expenses.
|
|
16.15.
|
Opinion of Counsel.
|
17.
|
QUALIFYING SECURITIES; QUALIFYING SECURITIES INDENTURES
|
|
17.1.
|
Registration and Ownership of Designated Qualifying Securities.
|
|
17.2.
|
Payments on Qualifying Securities.
|
|
17.3.
|
Surrender or Redesignation of Designated Qualifying Securities.
|
|
17.4.
|
No Transfer of Qualifying Securities.
|
|
17.5.
|
Reorganization.
|
CHUGACH ELECTRIC ASSOCIATION, INC.,
|
|||
an Alaska electric cooperative
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
Michael R. Cunningham
|
||
Title:
|
Sr. Vice President and
|
||
Chief Financial Officer
|
STATE OF ALASKA
|
)
|
) ss.
|
|
THIRD JUDICIAL DISTRICT
|
)
|
Thomas M. Schulman
|
|
Print name:
|
|
/s/ Thomas M. Schulman
|
|
Notary Public in and for the State of Alaska, residing at Anchorage, Alaska
|
|
My commission expires:
|
|
10-10-11
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
a national banking association,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Name:
|
Thomas Zrust
|
||
Title:
|
Vice President
|
STATE OF WASHINGTON
|
)
|
) ss.
|
|
COUNTY OF KING
|
)
|
/s/ Kim J. Kropp
|
|
Print name:
|
|
Kim J. Kropp
|
|
Notary Public in and for the State of Washington, residing at
|
|
Sammamish
|
|
My commission expires:
|
|
12/19/2011
|
1.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
2.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
3.
|
Permit for Underground Telephone Cable including the terms and provisions thereof:
|
|
Dated:
|
June 30, 1966
|
|
Recorded:
|
July 22, 1966, Miscellaneous Book 129 at Page 345
|
|
Executed by:
|
United States Department of the Interior, acting through the Alaska Rail and the City of Anchorage
|
4.
|
Easements as dedicated and shown on the plat of said subdivision.
|
5.
|
Slope easements as dedicated and reserved on the plat of said subdivision as follows;
|
6.
|
The effect of the notes which appear on the plat of said subdivision.
|
7.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed By:
|
State of Alaska, Department of Transportation and Chugach Electric Association, Inc.
|
8.
|
[Intentionally deleted.]
|
9.
|
[Intentionally deleted.]
|
10.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
11.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
12.
|
Reservation of section line easement 33 feet in width along each side of section line as provided by 43 USC 932 and reenacted by 1721 CLA 1933.
|
|
Affects:
|
East 3 feet
|
13.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
August 6, 1952
|
|
Recording Information:
|
Book 76 Page 370
|
|
Affects:
|
Blanket Easement
|
14.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
September 3, 1952
|
|
Recording Information:
|
Book 78 Page 190
|
|
Affects:
|
Blanket Easement
|
15.
|
Contract and Grant of Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
November 5, 1953
|
|
In Favor of:
|
United States of America
|
|
For
|
Electric transmission lines and appurtenances thereto
|
|
Affects:
|
Portion along the North boundary as set forth in said instrument
|
16.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
July 14, 1982
|
|
In Favor of:
|
State of Alaska, Department of Transportation and Public Facilities
|
|
For:
|
Underground utilities and appurtenances thereto
|
|
Affects:
|
Portion along the North boundary as set forth in said instrument
|
17.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
February 7, 1986
|
|
Recording Information:
|
Book 1382 Page 787
|
|
Affects:
|
Blanket Easement
|
18.
|
Notice of Zoning Action, including the terms and provisions thereof:
|
|
Recorded:
|
September 10, 1992, Book 2315 Page 23
|
|
Executed by:
|
Municipality of Anchorage
|
19.
|
Easements as dedicated and shown on the plat of said subdivision.
|
20.
|
Slope easements as dedicated and reserved on the plat of said subdivision as follows;
|
21.
|
The effect of the notes which appear on the plat of said subdivision.
|
22.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Transportation and Chugach Electric Association, Inc.
|
23.
|
[Intentionally deleted.]
|
24.
|
[Intentionally deleted.]
|
25.
|
Terms, reservations, conditions and provisions contained in the interim conveyance from the United States of America as herein noted,
|
|
Recorded:
|
February 7, 1979
|
|
Recording Information:
|
Book 377 Page 871
|
|
And Re-Recorded:
|
March 16, 1984
|
|
Recording Information:
|
Book 1065 Page 244
|
26.
|
The terms, covenants, conditions and provisions, including rights-of-way and easements as contained in the Alaska Native Claims Settlement Act, dated December 18, 1971, U.S. Public Law 92-203, 85 Stat. 688, 43 U.S.C.A. 1601, et seq.
|
27.
|
Reservation of the subsurface estate in said land including, but not limited to, rights of entry to explore, develop or remove minerals from said subsurface estate, as set forth in Sections 14(f) and 14(g) of the Alaska Native Claims Settlement Act referred to hereinabove.
|
28.
|
Taxes due the Kenai Peninsula Borough are EXEMPT for 2010.
|
29.
|
Rights of the public and of governmental bodies in and to that portion of the premises herein described lying below the high water mark of unnamed creek.
|
30.
|
Any prohibition or limitation on the use, occupancy or improvements of the land resulting from the right of the public or riparian owners to use any waters which may cover the land or to use any portion of the land which is now or may formerly have been covered by water.
|
31.
|
Reservation of section line easement 50 feet in width along each side of section line as provided by A.S. 19.10.010.
|
32.
|
Indemnification Agreement and the terms and conditions thereof:
|
|
Between:
|
Cook Inlet Region, Inc.
|
|
And:
|
Chugach Electric Association, Inc.
|
|
Recording Information:
|
May 18, 1990, Book 2032 Page 466
|
33.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
January 28, 1992, Book 2234 Page 627
|
|
In Favor of:
|
Marathon Oil Company
|
|
For:
|
Utility right of way and easement for a buried natural gas pipeline
|
|
Affects:
|
50 feet in width as set forth in said instrument
|
34.
|
Right-of-Way Lease, including terms and provisions contained therein:
|
|
Recording Information:
|
June 12, 1992, Book 2283 Page 199
|
|
In Favor of:
|
Marathon Oil Company
|
|
For:
|
Construction, operation, maintenance and termination of a natural gas pipeline
|
|
Affects:
|
50 feet in width as set forth in said instrument
|
35.
|
Easements as dedicated and shown on the plat of said subdivision.
|
36.
|
The effect of the notes which appear on the plat of said subdivision.
|
37.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Transportation and Chugach Electric Association, Inc.
|
38.
|
[Intentionally deleted.]
|
39.
|
[Intentionally deleted.]
|
40.
|
Terms, reservations, conditions and provisions contained in the interim conveyance from the United States of America as herein noted,
|
|
Recorded:
|
February 7, 1979
|
|
Recording Information:
|
Book 377 Page 871
|
|
And Re-Recorded:
|
March 16, 1984
|
|
Recording Information:
|
Book 1065 Page 244
|
41.
|
The terms, covenants, conditions and provisions, including rights-of-way and easements as contained in the Alaska Native Claims Settlement Act, dated December 18, 1971, U.S. Public Law 92-203, 85 Stat. 688, 43 U.S.C.A. 1601, et seq.
|
42.
|
Reservation of the subsurface estate in said land including, but not limited to, rights of entry to explore, develop or remove minerals from said subsurface estate, as set forth in Sections 14(f) and 14(g) of the Alaska Native Claims Settlement Act referred to hereinabove.
|
43.
|
Taxes due the Kenai Peninsula Borough are EXEMPT for 2010.
|
44.
|
Rights of the public and/or governmental agencies in and to any portion of the above described real property lying within any roadway or public easement areas.
|
45.
|
Reservation of section line easement 50 feet in width along each side of section line as provided by A.S. 19.10.010.
|
46.
|
Indemnification Agreement and the terms and conditions thereof:
|
|
Between:
|
Cook Inlet Region, Inc.
|
|
And:
|
Chugach Electric Association, Inc.
|
|
Recording Information:
|
June 19, 1989, Book 1914 Page 725
|
47.
|
Right of Way Easement, including the terms and provisions thereof, granted to Matanuska Telephone Association, Inc. , and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
November 21, 1991
|
|
Recording Information:
|
Book 2214 Page 483
|
|
Affects:
|
A strip of land ten (10) feet in width. (exact location not defined of record)
|
48.
|
Easements as dedicated and shown on the plat of said subdivision.
|
49.
|
The effect of the notes which appear on the plat of said subdivision.
|
50.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Transportation and Chugach Electric Association, Inc.
|
51.
|
[Intentionally deleted.]
|
52.
|
[Intentionally deleted.]
|
53.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
54.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
55.
|
Right of Way Easement, including the terms and provisions thereof, granted to Homer Electric Association, Inc., and it's assigns and/or successor's in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
June 5, 1968
|
|
Recording Information:
|
Book 31 Page 161
|
|
Affects:
|
Blanket Easement
|
56.
|
Right of Way Grant to Nikiski Alaska Pipeline Company including the terms and provisions thereof:
|
|
Dated:
|
March 10, 1976
|
|
Recorded:
|
March 25, 1976, Book 93 Page 710
|
|
Executed by:
|
Price Lake Associates, a Partnership
|
57.
|
Easements, building setback lines, notes and dedications, as set forth and delineated on the face of the plat of Bernice Lake Repeater Site, according to Plat No. 85-115.
|
58.
|
[Intentionally deleted.]
|
59.
|
[Intentionally deleted.]
|
60.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
61.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
|
Tax Account No.: 007-201-86-000
|
62.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
July 23, 1952
|
|
Recording Information:
|
Book 75 Page 350
|
|
Affects:
|
Blanket Easement
|
63.
|
Easements as dedicated and shown on the plat of said subdivision.
|
64.
|
Slope easements as dedicated and reserved on the plat of said subdivision as follows;
|
65.
|
The effect of the notes which appear on the plat of said subdivision.
|
66.
|
Covenants, conditions and restrictions, as shown on the Plat of said subdivision.
|
67.
|
Right-of-Way Agreement and the terms and conditions thereof:
|
|
Between:
|
State of Alaska, Department of Natural Resources
|
|
And:
|
Chugach Electric Association
|
|
Recording Information:
|
April 24, 2000, Book 3622 Page 974
|
68.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Transportation and Chugach Electric Association, Inc.
|
69.
|
[Intentionally deleted.]
|
70.
|
[Intentionally deleted.]
|
71.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
72.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
|
Tax Account No.: 012-531-03-000
|
73.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
July 25, 1952
|
|
Recording Information:
|
Book 76 Page 95
|
|
Affects:
|
Blanket Easement
|
74.
|
Reservation of all oil, gas and mineral rights as reserved in an instrument
|
|
Recorded:
|
May 24, 1965
|
|
Recording Information:
|
Book 302 Page 212
|
75.
|
Covenants, conditions and restrictions, including terms and provisions thereof, as set forth or referred to in the deed but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, or national origin to the extent such covenants, conditions or restrictions violate 42 U.S.C. 3604(c):
|
|
Recorded:
|
May 24, 1965
|
|
Recording Information:
|
Book 302 Page 212
|
76.
|
Reservation of all oil, gas and mineral rights as reserved in an instrument
|
|
Recorded:
|
July 17, 1968
|
|
Recording Information:
|
Book 368 Page 172
|
77.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
June 3, 1976
|
|
Recording Information:
|
Book 105 Page 891
|
|
Affects:
|
The West 20 feet of the East 62 feet
|
78.
|
Easements as dedicated and shown on the plat of said subdivision.
|
79.
|
Slope easements as dedicated and reserved on the plat of said subdivision as follows;
|
80.
|
The effect of the notes which appear on the plat of said subdivision.
|
81.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Transportation and Chugach Electric Association, Inc.
|
82.
|
[Intentionally deleted.]
|
83.
|
[Intentionally deleted.]
|
84.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
85.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
|
Tax Account No.: 006-143-28-000
|
86.
|
Reservation of section line easement 33 feet in width along each side of section line as provided by 43 USC 932 and reenacted by 1721 CLA 1933.
|
|
Affects:
|
East 3 feet
|
87.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
February 11, 1952
|
|
Recording Information:
|
Book 67 Page 377
|
|
Affects:
|
Blanket Easement
|
88.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
July 14, 1952
|
|
Recording Information:
|
Book 75 Page 134
|
|
Affects:
|
Blanket Easement
|
89.
|
Easements as dedicated and shown on the plat of said subdivision.
|
90.
|
The effect of the notes which appear on the plat of said subdivision.
|
91.
|
Covenants, conditions and restrictions, as shown on the Plat of said subdivision.
|
92.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Transportation and Chugach Electric Association, Inc.
|
93.
|
[Intentionally deleted.]
|
94.
|
[Intentionally deleted.]
|
95.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
96.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
97.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
98.
|
Resolution No. 2000-111 (S) for Sanitary Sewer Improvements in Old Girdwood Lateral Sewer Special Improvement District Special Assessment District Number (LID) 60-9, including the terms, provisions and assessments therein,
|
|
Recorded:
|
April 23, 2001
|
|
Recording Information:
|
Book 3818 Page 491
|
99.
|
[Intentionally deleted.]
|
100.
|
[Intentionally deleted.]
|
101.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
102.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
103.
|
Matters as shown on Record of Survey according to Plat No. 2008-39.
|
104.
|
Memorandum of Understanding including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
105.
|
[Intentionally deleted.]
|
106.
|
[Intentionally deleted.]
|
107.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
108.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
|
Tax Account No.: 017-112-99-000
|
109.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
September 15, 1963
|
|
Recording Information:
|
Book 96 Page 35
|
|
Affects:
|
Blanket Easement
|
110.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
May 3, 1965
|
|
Recording Information:
|
Misc. Book 103 Page 143
|
|
Affects:
|
West 10 feet of former Lot 7, Fairmont Subdivision (now within Tract A)
|
111.
|
Notice of Zoning Action, including the terms and provisions thereof:
|
|
Dated:
|
October 30, 1989
|
|
Recorded:
|
November 8, 1989, Book 1966 Page 310
|
|
Executed by:
|
Anchorage Municipal Planning and Zoning Commission
|
112.
|
Easements as dedicated and shown on the plat of said subdivision.
|
113.
|
Slope easements as dedicated and reserved on the plat of said subdivision as follows;
|
114.
|
The effect of the notes which appear on the plat of said subdivision.
|
115.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
116.
|
[Intentionally deleted.]
|
117.
|
[Intentionally deleted.]
|
118.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
119.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
|
Tax Account No.: 017-035-20-000
|
120.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
March 3, 1958
|
|
Recording Information:
|
Book E3 Page 167
|
|
Affects:
|
Blanket Easement
|
121.
|
Covenants, conditions, restrictions and/or easements; but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, family status, or national origin to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes:
|
|
Recording Information:
|
July 22, 1958, Book M4 Page 27
|
122.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
July 13, 1960, Misc. Book 15 Page 120
|
|
In Favor of:
|
Alaska Pipeline Company
|
|
For:
|
Right of way for pipelines and appurtenances thereto
|
|
Affects:
|
Exact location not defined of record
|
123.
|
Easements as dedicated and shown on the plat of said subdivision.
|
125.
|
The effect of the notes which appear on the plat of said subdivision.
|
126.
|
Notice of Zoning Action, including the terms and provisions thereof:
|
|
Dated:
|
May 26, 1992
|
|
Recorded:
|
September 4, 1992, Book 2313 Page 307
|
|
Executed by:
|
Municipality of Anchorage Planning and Zoning Commission
|
127.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
128.
|
[Intentionally deleted.]
|
129.
|
[Intentionally deleted.]
|
130.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
131.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
|
Tax Account No.: 010-351-02-000
|
132.
|
Reservation of section line easement 33 feet in width along each side of section line as provided by 43 USC 932 and reenacted by 1721 CLA 1933.
|
133.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
July 3, 1952
|
|
Recording Information:
|
Book 74 Page 326
|
|
Affects:
|
Blanket Easement
|
134.
|
Right of Way Easement, including the terms and provisions thereof, granted to City of Anchorage, and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
July 27, 1966
|
|
Recording Information:
|
Misc. Book 130 Page 69
|
|
Affects:
|
Portion along the Westerly boundary as set forth in said instrument
|
135.
|
The effect of the notes which appear on the plat of said subdivision.
|
136.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
November 5, 1973, Misc. Book 220 Page 662
|
|
In Favor of:
|
Greater Anchorage Area Borough
|
|
For:
|
Public use
|
|
Affects:
|
Northerly 30 feet
|
137.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
June 12, 1978, Book 305 Page 240
|
|
In Favor of:
|
Alaska Pipeline Company, a subsidiary of Alaska Interstate Company
|
|
For:
|
Right-of-way for pipelines and appurtenances thereto
|
|
Affects:
|
West 10 feet
|
138.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
November 22, 1978, Book 357 Page 406
|
|
In Favor of:
|
Anchorage, a municipal corporation
|
|
For:
|
Public right-of-way
|
|
Affects:
|
South 25 feet of the East 896 feet
|
139.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
December 16, 1988, Book 1833 Page 251
|
|
In Favor of:
|
ENSTAR Natural Gas Company
|
|
For:
|
Right-of-way for pipelines and appurtenances thereto
|
|
Affects:
|
A strip of land 10 feet in width as set forth in said instrument
|
140.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
141.
|
[Intentionally deleted.]
|
142.
|
[Intentionally deleted.]
|
143.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
144.
|
Reservations and exceptions as contained in the State of Alaska Patent, as recorded February 19, 1979 in Book 461 at Page 649.
|
145.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
|
Tax Account No.: 010-531-02-000
|
146.
|
Reservation of section line easement 50 feet in width along each side of section line as provided by A.S. 19.10.010.
|
147.
|
Easements as dedicated and shown on the plat of said subdivision.
|
148.
|
Slope easements as dedicated and reserved on the plat of said subdivision as follows;
|
149.
|
The effect of the notes which appear on the plat of said subdivision.
|
150.
|
Memorandum of Understanding including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001 in Book 3792 at Page 160
|
|
Executed by:
|
The State of Alaska Department of Administration and Chugach Electric Association, Inc.
|
151.
|
[Intentionally deleted.]
|
152.
|
[Intentionally deleted.]
|
153.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
154.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
|
Tax Account No: 012-272-05-000
|
155.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
December 12, 1955
|
|
Recording Information:
|
Book 126 at page 58
|
|
Affects:
|
Blanket Easement
|
156.
|
Reservation of all rights to sub-surface minerals, oil, and gas oil, gas and mineral rights as reserved in an instrument
|
|
Recorded:
|
February 25, 1965
|
|
Recording Information:
|
Book 269 at Page 351
|
157.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
November 2, 1966 in Misc. Book 135 at Page 171
|
|
In Favor of:
|
the City of Anchorage
|
|
For:
|
telephone system
|
|
Affects:
|
The North 5 feet
|
158.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001 in Book 3792 at Page 160
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
159.
|
[Intentionally deleted.]
|
160.
|
[Intentionally deleted.]
|
161.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
162.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
163.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
July 1962
|
|
Recording Information:
|
Book 75, Page 186
|
|
Affects:
|
Blanket Easement
|
164.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
June 5, 1986 in Book 1433, Page 379
|
|
In Favor of:
|
Anchorage, a municipal corporation
|
|
For:
|
Trail and walkway easement
|
|
Affects:
|
The North 15 feet of Lot 1 and a portion of Lot 2 more particularly described as follows:
|
165.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
166.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
August 5, 2009, Serial Number 2009-052062-0
|
|
In Favor of:
|
ENSTAR Natural Gas Company
|
|
For:
|
Gas Pipelines and appurtenances thereto
|
|
Affects:
|
North 10 Feet of Lot 1 and Lot 2
|
167.
|
[Intentionally deleted.]
|
168.
|
[Intentionally deleted.]
|
169.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
170.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
171.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
July 16, 1952
|
|
Recording Information:
|
Book 75 at Page 186
|
|
Affects:
|
Blanket Easement
|
172.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
July 19, 1985 in Book 1295 at Page 758
|
|
In Favor of:
|
Anchorage, a municipal corporation
|
|
For:
|
Right of way and easement
|
|
Affects:
|
the Northerly 30 feet as set forth therein
|
173.
|
The effect of the notes which appear on the plat of said subdivision.
|
174.
|
Slope easements as dedicated and reserved on the plat of said subdivision as follows;
|
175.
|
Easements as dedicated and shown on the plat of said subdivision.
|
176.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
July 9, 1993 in Book 2454 at Page 516
|
|
In Favor of:
|
Anchorage, an Alaska municipal corporation
|
|
For:
|
Public use as set forth therein
|
|
Affects:
|
The Northernmost 30 feet
|
177.
|
Joint Well Agreement and the terms and conditions thereof:
|
|
Between:
|
Chugach Electric Association, Inc. as Owner of Lot 3A
|
|
And:
|
G & J Flooring Contractors, Inc. as Owner of Lot 4A
|
|
Recording Information:
|
October 15, 1993 in Book 2516 at Page 768
|
178.
|
Municipality of Anchorage Covenant to Provide No Build Easement and the terms and conditions thereof:
|
|
Between:
|
Frontier Paving Corporation as Owner of Lot 4A
|
|
And:
|
|
And:
|
Chugach Electric Association, Inc. as Owner of Lot 3A The Municipality of Anchorage
|
|
Recording Information:
|
March 5, 1997, Book 3034 Page 622
|
|
Affects:
|
The South 14 feet of the East 82 feet
|
179.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001 in Book 3792 at Page 160
|
|
Executed by:
|
The State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
180.
|
[Intentionally deleted.]
|
181.
|
[Intentionally deleted.]
|
182.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
183.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
184.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
February 11, 1952
|
|
Recording Information:
|
Book 67 at Page 392
|
|
Affects:
|
Blanket Easement
|
185.
|
The effect of the notes which appear on the plat of said subdivision.
|
186.
|
Slope easements as dedicated and reserved on the plat of said subdivision as follows;
|
187.
|
Easements as dedicated and shown on the plat of said subdivision.
|
188.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001 in Book 3792 at Page 160
|
|
Executed by:
|
The State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
189.
|
[Intentionally deleted.]
|
190.
|
[Intentionally deleted.]
|
191.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
192.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
193.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
July 25, 1952
|
|
Recording Information:
|
Book 76 at Page 84
|
|
Affects:
|
Blanket Easement
|
194.
|
The effect of the notes which appear on the plat of said subdivision.
|
195.
|
Slope easements as dedicated and reserved on the plat of said subdivision as follows;
|
196.
|
Easements as dedicated and shown on the plat of said subdivision.
|
197.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001 in Book 3792 at Page 160
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
198.
|
[Intentionally deleted.]
|
199.
|
[Intentionally deleted.]
|
200.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof, as recorded May 18, 1973 in Book 72 at Page 67.
|
201.
|
Taxes due the Matanuska-Susitna Borough are EXEMPT for 2010.
|
202.
|
Reservation of section line easement 33 feet in width along each side of section line as provided by 43 USC 932 and reenacted by 1721 CLA 1933.
|
203.
|
Rights of access and egress from said premises. We find no Notice in the records of any dedicated or improved roadways abutting subject property.
|
204.
|
Reservation of all oil, gas and other minerals lying below 100 feet vertically in depth beneath the surface as reserved in an instrument
|
|
Recorded:
|
December 23, 1970
|
|
Recording Information:
|
Book 86D at Page 252
|
205.
|
Matters as shown on that certain Right of Way Plat filed May 2, 1973 under Plat No. 73-22A.
|
206.
|
Matters as shown on that certain Record of Survey filed March 8, 1995 under Plat No. 95-21.
|
207.
|
[Intentionally deleted.]
|
208.
|
[Intentionally deleted.]
|
209.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof, as recorded May 19, 1973 in Book 72 at Page 67.
|
210.
|
Taxes due the Matanuska-Susitna Borough are EXEMPT for 2010.
|
211.
|
Rights of access and egress from said premises. We find no Notice in the records of any dedicated or improved roadways abutting subject property.
|
212.
|
Reservation of all oil, gas and other minerals lying below 100 feet vertically in depth beneath the surface as reserved in an instrument
|
|
Recorded:
|
January 30, 1967
|
|
Recording Information:
|
Book 64D at Page 208
|
213.
|
Condition and restriction contained in instrument
|
|
Recorded:
|
January 30, 1967
|
|
Recording Information:
|
Book 64D at Page 208
|
|
As Follows:
|
"...the substation which may be constructed as a part of the transmission line from Grantee's Beluga Station shall be located at least 275 feet north of the present bluff line of said property; and under the further special condition and restriction that any submarine cable used for said transmission line will be buried beneath the ground for the same distance of said 275 feet."
|
214.
|
Matters as shown on that certain Right of Way Plat filed May 2, 1973 under Plat No. 73-22A.
|
215.
|
Matters as shown on that certain Record of Survey filed March 8, 1995 under Plat No. 95-21.
|
216.
|
[Intentionally deleted.]
|
217.
|
[Intentionally deleted.]
|
218.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof, as recorded May 18, 1973 in Book 72 at Page 67.
|
219.
|
Taxes due the Matanuska-Susitna Borough are EXEMPT for 2010.
|
220.
|
Rights of access and egress from said premises. We find no Notice in the records of any dedicated or improved roadways abutting subject property.
|
221.
|
Reservation of section line easement 33 feet in width along each side of section line as provided by 43 USC 932 and reenacted by 1721 CLA 1933.
|
222.
|
Reservation of all oil, gas and other minerals lying below 100 feet vertically in depth beneath the surface as reserved in an instrument
|
|
Recorded:
|
January 30, 1967
|
|
Recording Information:
|
Book 64D at Page 208
|
223.
|
Matters as shown on that certain Right of Way Plat filed May 2, 1973 under Plat No. 73-22A.
|
224.
|
Matters as shown on that certain Record of Survey filed March 8, 1995 under Plat No. 95-21.
|
225.
|
[Intentionally deleted.]
|
226.
|
[Intentionally deleted.]
|
227.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof, as recorded May 18, 1973 in Book 72 at Page 67.
|
228.
|
Taxes due the Matanuska-Susitna Borough are EXEMPT for 2010.
|
229.
|
Reservation of section line easement 33 feet in width along each side of section line as provided by 43 USC 932 and reenacted by 1721 CLA 1933.
|
230.
|
Rights of access and egress from said premises. We find no Notice in the records of any dedicated or improved roadways abutting subject property.
|
231.
|
Reservation of all oil, gas and other minerals lying below 100 feet vertically in depth beneath the surface as set forth therein as reserved in an instrument
|
|
Recorded:
|
May 10, 1973
|
|
Recording Information:
|
Book 71 at Page 819
|
232.
|
Matters as shown on that certain Right of Way Plat filed May 2, 1973 under Plat No. 73-22A.
|
233.
|
Matters as shown on that certain Record of Survey filed March 8, 1995 under Plat No. 95-21.
|
234.
|
[Intentionally deleted.]
|
235.
|
[Intentionally deleted.]
|
236.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof, as recorded May 19, 1973 in Book 72 at Page 67.
|
237.
|
Taxes due the Matanuska-Susitna Borough are EXEMPT for 2010.
|
238.
|
Reservation of section line easement 33 feet in width along each side of section line as provided by 43 USC 932 and reenacted by 1721 CLA 1933.
|
239.
|
Rights of access and egress from said premises. We find no Notice in the records of any dedicated or improved roadways abutting subject property.
|
240.
|
Reservation of all oil, gas and other minerals lying below 100 feet vertically in depth beneath the surface as set forth therein as reserved in an instrument
|
|
Recorded:
|
July 3, 1980
|
|
Recording Information:
|
Book 215 at Page 420
|
241.
|
Matters as shown on that certain Record of Survey filed March 8, 1995 under Plat No. 95-21.
|
242.
|
Matanuska Susina Borough Platting Board Waiver Resolution Serial No. 95-5-PWd, including the terms and provisions thereof, recorded March 8, 1995 in Book 798 at Page 215. (Affects a portion of said property.)
|
243.
|
[Intentionally deleted.]
|
244.
|
[Intentionally deleted.]
|
245.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof, as recorded April 11, 1962 in Book 41 at Page 289.
|
246.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof wherein the State of Alaska has selected the minerals reserved to the United States:
|
|
Recorded:
|
November 26, 1968 in Book 73D at Page 207
|
|
And recorded:
|
April 11, 2006 under Serial Number 2006-009230-0
|
247.
|
Taxes due the Matanuska-Susitna Borough are EXEMPT for 2010.
|
248.
|
Reservation of section line easement 33 feet in width along each side of section line as provided by 43 USC 932 and reenacted by 1721 CLA 1933.
|
249.
|
Rights of access and egress from said premises. We find no Notice in the records of any dedicated or improved roadways abutting subject property.
|
250.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
July 26, 1966
|
|
Recording Information:
|
Misc. Book 9 at Page 41
|
|
Affects:
|
Blanket Easement as to the West 100 feet
|
251.
|
Matanuska Susitna Borough Platting Board Waiver Resolution Serial No. 95-6-PWd, including the terms and provisions thereof, as recorded March 8, 1995 in Book 798 at Page 218.
|
252.
|
[Intentionally deleted.]
|
253.
|
[Intentionally deleted.]
|
254.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof, as recorded October 21, 1964 in Book 54 at Page 294.
|
255.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof wherein the State of Alaska has selected the minerals reserved to the United States:
|
|
Recorded:
|
November 26, 1968 in Book 73D at Page 207
|
|
And recorded:
|
April 11, 2006 under Serial Number 2006-009230-0
|
256.
|
Taxes due the Matanuska-Susitna Borough are EXEMPT for 2010.
|
257.
|
Reservation of section line easement 33 feet in width along each side of section line as provided by 43 USC 932 and reenacted by 1721 CLA 1933.
|
258.
|
Rights of access and egress from said premises. We find no Notice in the records of any dedicated or improved roadways abutting subject property.
|
259.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
December 29, 1966 in Misc. Book 9 at Page 340
|
|
In Favor of:
|
DeMaris Baldwin
|
|
For:
|
"The right to use that road which may be built" as set forth therein
|
|
Affects:
|
The West 15 feet
|
260.
|
Matanuska Susitna Borough Platting Board Waiver Resolution Serial No. 95-7-PWd, including the terms and provisions thereof, as recorded March 8, 1995 in Book 798 at Page 220.
|
261.
|
[Intentionally deleted.]
|
263.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
|
Recorded:
|
November 24, 1950
|
|
Recording Information:
|
Volume 52 Page 233
|
264.
|
Reservations and exceptions as contained in the State of Alaska Patent recorded February 19, 1985, Book 1229 Page 458.
|
265.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
266.
|
Rights of the public and/or governmental agencies in and to any portion of the above described real property lying within any roadway or public easement areas.
|
267.
|
Reservation of section line easement 33 feet in width along each side of section line as provided by 43 USC 932 and reenacted by 1721 CLA 1933.
|
268.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
February 11, 1952
|
|
Recording Information:
|
Book 67 Page 384
|
|
Affects:
|
Blanket Easement
|
269.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
August 25, 1969, Misc. 178 Page 56
|
|
In Favor of:
|
Public
|
|
For
|
Public use
|
|
Affects:
|
See instrument for exact location
|
270.
|
An easement reserved in a deed, including the terms and provisions thereof;
|
|
Recorded:
|
December 3, 1969, Book 395 Page 243
|
|
From:
|
Henry F. Wollf and Myrle Wollf, husband and wife
|
|
To:
|
Norman S. Stone, Jr. and Marguerite R. Stone, husband and wife and Donald L. Williams and
|
|
Shelia S. Williams, husband and wife
|
|
For:
|
Ingress and egress
|
|
Affects:
|
See instrument for exact location
|
271.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
May 12, 1980, Book 494 Page 371
|
|
In Favor of:
|
The Municipality of Anchorage
|
|
For:
|
Sanitary sewer line
|
|
Affects:
|
The West 20 feet
|
272.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
273.
|
[Intentionally deleted.]
|
274.
|
[Intentionally deleted.]
|
275.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
276.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
277.
|
Reservation of an easement for highway purposes as disclosed by Public Land Order No. 601, dated August 10, 1949 and amended by Public Land Order No. 757, dated October 10, 1959; Public Land Order No. 1613, dated April 7, 1958; and Department of the Interior Order No. 2665, dated October 16, 1951, Amendment No. 1, thereto, dated July 17, 1952 and Amendment No. 2, thereto, dated September 15, 1956, filed in the Federal Register.
|
278.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
April 24, 1952
|
|
Recording Information:
|
Book 71 Page 169
|
|
Affects:
|
Blanket Easement
|
279.
|
Easements as dedicated and shown on the plat of said subdivision.
|
280.
|
The effect of the notes which appear on the plat of said subdivision.
|
281.
|
Slope easements as dedicated and reserved on the plat of said subdivision as follows;
|
282.
|
The terms and provisions contained in the document entitled "Agreement to Provide Access"
|
|
Recorded:
|
December 19, 2000
|
|
Recording No.:
|
Book 3737 Page 124
|
|
Recorded:
|
October 6, 2004
|
|
Recording No.:
|
Serial Number 2004-075521-0
|
283.
|
Any failure to comply with the terms and provisions of the Agreement to Provide Access referred to in Schedule A herein.
|
284.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
285.
|
[Intentionally deleted.]
|
286.
|
[Intentionally deleted.]
|
287.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
|
Recorded:
|
April 16, 1938
|
|
Recording Information:
|
Book 32 Page 134
|
288.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
|
Tax Account No.: 010-231-29-000
|
289.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
February 11, 1952
|
|
Recording Information:
|
Volume 67 Page 353
|
|
Affects:
|
Blanket Easement
|
290.
|
Easements as dedicated and shown on the plat of said subdivision.
|
291.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
292.
|
[Intentionally deleted.]
|
293.
|
[Intentionally deleted.]
|
294.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
|
Recorded:
|
January 23, 1923
|
|
Recording Information:
|
Vol. 1 Page 5
|
295.
|
Taxes due the Matanuska-Susitna Borough are EXEMPT for 2010.
|
296.
|
Right of Way Easement, including the terms and provisions thereof, granted to Matanuska Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
August 27, 1958
|
|
Recording Information:
|
Book 21 Page 125
|
|
Affects:
|
Blanket Easement
|
297.
|
Any matters as shown on Record of Survey 2006-54.
|
298.
|
[Intentionally deleted.]
|
299.
|
[Intentionally deleted.]
|
300.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
|
Recorded:
|
November 14, 1942
|
|
Recording Information:
|
Volume 80 Page 392
|
301.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
|
Tax Account No.: 010-032-39-000
|
302.
|
Right of Way Easement, including the terms and provisions thereof, granted to Chugach Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
June 20, 1952
|
|
Recording Information:
|
Volume 74 Page 42
|
|
Affects:
|
Blanket Easement
|
303.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
January 30, 1957, Book E-1 Page 58
|
|
In Favor of:
|
City of Anchorage, a municipal corporation
|
|
For:
|
Right of way for a telephone distribution system
|
|
Affects:
|
Blanket Easement
|
304.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
May 26, 1969, Misc. 173 Page 163
|
|
In Favor of:
|
Greater Anchorage Area Borough
|
|
For:
|
Temporary easement and right of way for completing construction of sewer of line
|
|
Affects:
|
The West 20 feet
|
305.
|
The terms and provisions contained in the document entitled "Notice of Availability of Water Service"
|
|
Recorded:
|
January 16, 1978
|
|
Recording No.:
|
Book 264 Page 694
|
306.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
January 6, 1983, Book 831 Page 953
|
|
In Favor of:
|
The Municipality of Anchorage, a municipal corporation
|
|
For:
|
Right of way of underground street lighting circuits
|
|
Affects:
|
See instrument for exact location
|
307.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
August 31, 1994, Book 2700 Page 626
|
|
In Favor of:
|
Anchorage, an Alaska municipal corporation
|
|
For:
|
Public use
|
|
Affects:
|
See instrument for exact location
|
308.
|
Easement, including terms and provisions contained therein:
|
|
Recording Information:
|
August 31, 1994, Book 2700 Page 627
|
|
In Favor of:
|
Anchorage, an Alaska municipal corporation
|
|
For:
|
Slope
|
|
Affects:
|
See instrument for exact location
|
309.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
310.
|
[Intentionally deleted.]
|
311.
|
[Intentionally deleted.]
|
312.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
313.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
314.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
315.
|
[Intentionally deleted.]
|
316.
|
[Intentionally deleted.]
|
317.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
318.
|
Taxes due the Municipality of Anchorage are EXEMPT for 2010.
|
319.
|
Memorandum of Understanding, including the terms and provisions thereof:
|
|
Dated:
|
March 15, 2001
|
|
Recorded:
|
March 20, 2001, Book 3792 Page 160
|
|
Executed by:
|
State of Alaska, Department of Administration and Chugach Electric Association, Inc.
|
320.
|
Resolution No. 2000-111 (S) for Sanitary Sewer Improvements in Old Girdwood Lateral Sewer Special Improvement District Special Assessment District Number (LID) 60-9, including the terms, provisions and assessments therein,
|
|
Recorded:
|
April 23, 2001
|
|
Recording Information:
|
Book 3818 Page 491
|
321.
|
[Intentionally deleted.]
|
322.
|
[Intentionally deleted.]
|
323.
|
Reservations or exceptions in patents or in acts authorizing the issuance thereof.
|
324.
|
Taxes due the Matanuska-Susitna Borough are EXEMPT for 2010.
|
325.
|
Right of Way Easement, including the terms and provisions thereof, granted to Matanuska Electric Association, Inc., and its assigns and/or successors in interest, to construct, operate and maintain an electric transmission an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
August 27, 1958
|
|
Recording Information:
|
Book 21 Page 125
|
|
Affects:
|
Blanket Easement
|
326.
|
Reservation of all oil, gas and mineral rights as reserved in an instrument
|
|
Recorded:
|
December 27, 1974
|
|
Recording Information:
|
Book 92 Page 268
|
|
Recorded:
|
January 20, 1975
|
|
Recording Information:
|
Book 92 Page 973
|
327.
|
The effect of the notes which appear on the plat of said subdivision.
|
328.
|
Easements as dedicated and shown on the plat of said subdivision.
|
|
Recorded:
|
November 30, 2007
|
|
Recording Information:
|
Serial Number 2007-030493-0
|
329.
|
Covenants, conditions, restrictions and/or easement; but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, family status, or national origin to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes:
|
|
Recording Information:
|
December 10, 1975, Book 108 Page 482
|
|
Recorded:
|
May 13, 1981
|
|
Recording Information:
|
Book 233 Page 455
|
|
Recorded:
|
January 8, 1982
|
|
Recording Information:
|
Book 252 page 892
|
|
Recorded:
|
February 8, 1982
|
|
Recording Information:
|
Book 255 Page 49
|
|
Recorded:
|
July 29, 1982
|
|
Recording Information:
|
Book 269 Page 606
|
|
Recorded:
|
December 13, 1982
|
|
Recording Information:
|
Book 285 Page 939
|
|
Recorded:
|
October 25, 1996
|
|
Recording Information:
|
Book 870 Page 814
|
|
Recorded:
|
December 30, 2003
|
|
Recording Information:
|
2003-038698-0
|
|
And Re-Recorded:
|
January 28, 2004
|
|
Recording Information:
|
2004-002308-0
|
|
Recorded:
|
June 30, 2005
|
|
Recording Information:
|
2005-016992-0
|
330.
|
Right of Way Easements, including the terms and provisions thereof, granted to Matanuska Electric Association, Inc., and it's assigns and/or successor's in interest, to construct, operate and maintain an electric transmission and/or telephone distribution line or system by instrument
|
|
Recorded:
|
May 11, 1976
|
|
Recording Information:
|
Book 116 page 15
|
|
Affects:
|
See Document (Various Locations)
|
331.
|
The terms and provisions contained in the document entitled "Notice of Annual Assessments"
|
|
Recorded:
|
July 21, 1997
|
|
Recording No.:
|
Book 903 Page 529
|
|
Recorded:
|
July 19, 2002
|
|
Recording Information:
|
2002-015138-0
|
|
Recorded:
|
February 11, 2004
|
|
Recording Information:
|
2004-003529-0
|
332.
|
The terms and provisions contained in the document entitled "Architectural Control Committee Rules and Regulations"
|
|
Recorded:
|
March 16, 2000
|
|
Recording No.:
|
Book 1059 Page 982
|
|
Recorded:
|
January 23, 2004
|
|
Recording Information:
|
2004-001881-0
|
333.
|
Subject to any unpaid dues or assessments now due or owing the Settlers bay Homeowners Association.
|
334.
|
Uniform Common Interest Ownership Act, including the terms, conditions and provisions provided therein, and in any supplements or amendments thereof, of the State of Alaska.
|
335.
|
[Intentionally deleted.]
|
336.
|
[Intentionally deleted.]
|
1.
|
Modified Agreement for the Sale and Purchase of Electric Power and Energy by and among Chugach Electric Association, Inc., Matanuska Electric Association, Inc., and Alaska Electric Generation and Transmission Cooperative, Inc. dated April 5, 1989.
|
2.
|
First Amendment to Modified Agreement for the Sale and Purchase of Electric Power and Energy dated April 5, 1989 by and among Chugach Electric Association, Inc., Matanuska Electric Association, Inc., and Alaska Electric Generation and Transmission Cooperative, Inc. effective February 10, 1995.
|
3.
|
Second Amendment to Modified Agreement for the Sale and Purchase of Electric Power and Energy dated April 5, 1989 by and among Chugach Electric Association, Inc., Matanuska Electric Association, Inc. and Alaska Electric Generation and Transmission Cooperative, Inc. filed with the Regulatory Commission of Alaska on July 28, 2008.
|
4.
|
Agreement for Sale of Electric Power and Energy between Chugach Electric Association, Inc., Alaska Electric Generation and Transmission Cooperative, Inc., and Homer Electric Association, Inc., signed by the parties on September 25, 27, and 10, 1985, respectively.
|
5.
|
2006 Agreement for the Sale and Purchase of Electric Power and Energy between Chugach Electric Association, Inc., and the City of Seward effective February 27, 2007.
|
6.
|
Amendment No. 1 to the 2006 Agreement for the Sale and Purchase of Electric Power and Energy between Chugach Electric Association, Inc. and the City of Seward effective February 27, 2007.
|
7.
|
Order on Offer of Settlement and Issuing New License between Chugach Electric Association, Inc. and the Federal Energy Regulatory Commission dated effective August 24, 2007.
|
8.
|
Agreement for the Sale and Purchase of Natural Gas between Chugach Electric Association, Inc. and ARCO Alaska, Inc. dated April 21, 1989.
|
9.
|
Amendment No. 1 to Agreement for the Sale and Purchase of Natural Gas between Chugach Electric Association, Inc. and ARCO Alaska, Inc., dated August 1, 1990.
|
10.
|
Letter Agreement dated April 23, 1999, regarding Chugach Electric Association Inc.’s consent to the assignment to ARCO Beluga, Inc. of the Agreement for the Sale and Purchase of Natural Gas between Chugach Electric Association, Inc. and ARCO Alaska, Inc.
|
11.
|
Amendment No. 2 to Agreement for the Sale and Purchase of Natural Gas between Chugach Electric Association, Inc. and ARCO Beluga, Inc., dated May 6, 1999.
|
12.
|
Agreement for the Sale and Purchase of Supplemental Natural Gas between Chugach Electric Association, Inc. and ARCO Alaska, Inc. dated October 3, 1991.
|
13.
|
Agreement for the Sale and Purchase of Natural Gas between Chugach Electric Association, Inc. and ConocoPhillips Alaska, Inc. and ConocoPhillips, Inc. (collectively, ConocoPhillips) effective August 21, 2009.
|
14.
|
Agreement for the Sale and Purchase of Natural Gas between Chugach Electric Association, Inc. and Marathon Alaska Production, LLC (MAP) effective May 17, 2010.
|
15.
|
Gas Transportation Agreement by and among Chugach Electric Association, Inc., Alaska Pipeline Company and ENSTAR Natural Gas Company dated December 7, 1992.
|
16.
|
Transportation Agreement between Chugach Electric Association, Inc. and Beluga Pipeline Company dated effective October 1, 2010.
|
17.
|
Transportation Agreement for Interruptible Transportation of Natural Gas between Chugach Electric Association, Inc. and Kenai Nikiski Pipeline dated effective October 1, 2010.
|
18.
|
Engineering, Procurement and Construction Contract between Chugach Electric Association, Inc. and SNC-Lavalin Constructors, Inc. dated effective June 18, 2010.
|
19.
|
Bradley Lake Agreement for the Sale and Purchase of Electric Power by and among Chugach Electric Association, Inc., the Alaska Power Authority, Golden Valley Electric Association, Inc., the Municipality of Anchorage, the City of Seward, the Alaska Electric Generation and Transmission Cooperative, Inc., Homer Electric Association, Inc. and Matanuska Electric Association, Inc. dated December 8, 1987.
|
Date
|
Amount
|
|||
March 15, 2012
|
$ | 4,500,000 | ||
March 15, 2013
|
$ | 4,500,000 | ||
March 15, 2014
|
$ | 4,500,000 | ||
March 15, 2015
|
$ | 4,500,000 | ||
March 15, 2016
|
$ | 4,500,000 | ||
March 15, 2017
|
$ | 4,500,000 | ||
March 15, 2018
|
$ | 4,500,000 | ||
March 15, 2019
|
$ | 4,500,000 | ||
March 15, 2020
|
$ | 4,500,000 | ||
March 15, 2021
|
$ | 4,500,000 | ||
March 15, 2022
|
$ | 4,500,000 | ||
March 15, 2023
|
$ | 4,500,000 | ||
March 15, 2024
|
$ | 4,500,000 | ||
March 15, 2025
|
$ | 4,500,000 | ||
March 15, 2026
|
$ | 4,500,000 | ||
March 15, 2027
|
$ | 4,500,000 | ||
March 15, 2028
|
$ | 4,500,000 | ||
March 15, 2029
|
$ | 4,500,000 | ||
March 15, 2030
|
$ | 4,500,000 | ||
March 15, 2031(1)
|
$ | 4,500,000 | ||
(1) The final maturity date of 2011 Series A Bonds due 2031. |
Date
|
Amount
|
|||
March 15, 2012
|
$ | 6,166,667 | ||
March 15, 2013
|
$ | 6,166,667 | ||
March 15, 2014
|
$ | 6,166,667 | ||
March 15, 2015
|
$ | 6,166,667 | ||
March 15, 2016
|
$ | 6,166,667 | ||
March 15, 2017
|
$ | 6,166,667 | ||
March 15, 2018
|
$ | 6,166,667 | ||
March 15, 2019
|
$ | 6,166,667 | ||
March 15, 2020
|
$ | 6,166,667 | ||
March 15, 2021
|
$ | 6,166,667 | ||
March 15, 2022
|
$ | 6,166,667 | ||
March 15, 2023
|
$ | 6,166,667 | ||
March 15, 2024
|
$ | 6,166,667 | ||
March 15, 2025
|
$ | 6,166,667 | ||
March 15, 2026
|
$ | 6,166,667 | ||
March 15, 2027
|
$ | 6,166,667 | ||
March 15, 2028
|
$ | 6,166,667 | ||
March 15, 2029
|
$ | 6,166,667 | ||
March 15, 2030
|
$ | 6,166,667 | ||
March 15, 2031
|
$ | 6,166,667 | ||
March 15, 2032
|
$ | 6,166,667 | ||
March 15, 2033
|
$ | 6,166,667 | ||
March 15, 2034
|
$ | 6,166,667 | ||
March 15, 2035
|
$ | 6,166,667 | ||
March 15, 2036
|
$ | 6,166,667 | ||
March 15, 2037
|
$ | 6,166,667 | ||
March 15, 2038
|
$ | 6,166,667 | ||
March 15, 2039
|
$ | 6,166,667 |
Date
|
Amount
|
|||
March 15, 2040
|
$ | 6,166,667 | ||
March 15, 2041(1)
|
$ | 6,166,657 | ||
(1) The final maturity date of 2011 Series A Bonds due 2041.
|
CHUGACH ELECTRIC ASSOCIATION, INC.,
|
|||
an Alaska electric cooperative
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
Michael R. Cunningham
|
||
Title:
|
Sr. Vice President and
|
||
Chief Financial Officer
|
STATE OF ALASKA
|
)
|
) ss. | |
THIRD JUDICIAL DISTRICT
|
)
|
Thomas M. Schulman
|
|||
Print name: | /s/ Thomas M. Schulman | ||
Notary Public in and for the State of Alaska,
|
|||
residing at Anchorage, Alaska
|
|||
My commission expires: |
10-10-11
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
a national banking association,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Name:
|
Thomas Zrust
|
||
Title:
|
Vice President
|
STATE OF WASHINGTON
|
)
|
) ss. | |
COUNTY OF KING
|
)
|
/s/ Kim J. Kropp
|
|||
Print name: | Kim J. Kropp |
|
|
Notary Public in and for the State of
|
|||
Washington, residing at Sammamish | |||
My commission expires: |
12/19/2011
|
Document
|
Type of Filing
|
Location for Filing with Secretary of State
|
Amendment Filing No.
|
Initial Filing NO.
|
Document No.
|
Date Filed
|
Indenture
|
Section | Heading | Page | |
Section 1. |
Authorization of 2011 Series A Bonds
|
1
|
|
Section 2. |
Sale and Purchase of 2011 Series A Bonds
|
2
|
|
Section 3. |
Closing
|
2
|
|
Section 4. |
Conditions to Closing
|
2
|
|
Section 4.1.
|
Representations and Warranties
|
3
|
|
Section 4.2.
|
Performance; No Default
|
3
|
|
Section 4.3.
|
Compliance Certificates
|
3
|
|
Section 4.4.
|
Opinions of Counsel
|
3
|
|
Section 4.5.
|
Purchase Permitted by Applicable Law, Etc
|
3
|
|
Section 4.6.
|
Sale of Other Bonds
|
4
|
|
Section 4.7.
|
Payment of Special Counsel Fees
|
4
|
|
Section 4.8.
|
Private Placement Number
|
4
|
|
Section 4.9.
|
Changes in Corporate Structure
|
4
|
|
Section 4.10.
|
Funding Instructions
|
4
|
|
Section 4.11.
|
UCC Financing Statements and Indenture
|
4
|
|
Section 4.12.
|
Proceedings and Documents
|
5
|
|
Section 4.13.
|
Documents Required by Indenture; Basis for Authentication
|
5
|
|
Section 4.14.
|
Regulatory Approval
|
5
|
|
Section 4.15.
|
Consents Under Existing Debt Agreements
|
5
|
|
Section 4.16.
|
Acceptance of Appointment to Receive Service of Process
|
5
|
|
Section 5. |
Representations and Warranties of the Company
|
5
|
|
Section 5.1.
|
Organization; Power and Authority
|
5
|
|
Section 5.2.
|
Authorization, Etc
|
6
|
|
Section 5.3.
|
Disclosure
|
6
|
|
Section 5.4.
|
Organization and Ownership of Shares of Subsidiaries
|
6
|
|
Section 5.5.
|
Financial Statements; Material Liabilities
|
6
|
|
Section 5.6.
|
Compliance with Laws, Other Instruments, Etc
|
6
|
|
Section 5.7.
|
Governmental Authorizations, Etc
|
7
|
|
Section 5.8.
|
Litigation; Observance of Statutes and Orders
|
7
|
|
Section 5.9.
|
Taxes
|
7
|
|
Section 5.10.
|
Title to Property; Leases
|
7
|
|
Section 5.11.
|
Licenses, Permits, Etc
|
8
|
|
Section 5.12.
|
Compliance with ERISA
|
8
|
|
Section 5.13.
|
Private Offering by the Company
|
9
|
|
Section 5.14.
|
Use of Proceeds; Margin Regulations
|
9
|
|
Section 5.15.
|
Existing Indebtedness
|
9
|
Section 5.16.
|
Foreign Assets Control Regulations, Etc
|
10
|
|
Section 5.17.
|
Status under Certain Statutes
|
10
|
|
Section 5.18.
|
Lien of Indenture
|
10
|
|
Section 5.19.
|
Filings
|
11
|
|
Section 6. |
Representations of the Purchasers
|
11
|
|
Section 6.1.
|
Purchase for Investment
|
11
|
|
Section 6.2.
|
Source of Funds
|
11
|
|
Section 7. |
Information as to Company
|
13
|
|
Section 7.1.
|
Financial and Business Information
|
13
|
|
Section 7.2.
|
Officer’s Certificate
|
16
|
|
Section 7.3.
|
Visitation
|
17
|
|
Section 8. |
Affirmative Covenants
|
17
|
|
Section 8.1.
|
Compliance with Law
|
17
|
|
Section 8.2.
|
Insurance
|
17
|
|
Section 8.3.
|
Maintenance of Properties
|
17
|
|
Section 8.4.
|
Payment of Taxes
|
18
|
|
Section 8.5.
|
Corporate Existence, Etc
|
18
|
|
Section 8.6.
|
Books and Records
|
18
|
|
Section 9. |
Negative Covenants
|
18
|
|
Section 9.1.
|
Transactions with Affiliates
|
18
|
|
Section 9.2.
|
Line of Business
|
19
|
|
Section 9.3.
|
Terrorism Sanctions Regulations
|
19
|
|
Section 10. |
Registration; Exchange; Substitution of 2011 Series A Bonds
|
19
|
|
Section 11. |
Payments on 2011 Series A Bonds
|
19
|
|
Section 12. |
Expenses, Etc
|
20
|
|
Section 12.1.
|
Transaction Expenses
|
20
|
|
Section 12.2.
|
Survival
|
20
|
|
Section 13. |
Survival of Representations and Warranties; Entire Agreement
|
20
|
|
Section 14. |
Amendment and Waiver
|
21
|
|
Section 14.1.
|
Requirements
|
21
|
|
Section 14.2.
|
Solicitation of Holders of 2011 Series A Bonds
|
21
|
|
Section 14.3.
|
Binding Effect, Etc
|
21
|
Section 14.4.
|
2011 Series A Bonds Held by Company, Etc
|
22
|
|
Section 15. |
Notices
|
22
|
|
Section 16. |
Indemnification
|
23
|
|
Section 17. |
Reproduction of Documents
|
23
|
|
Section 18. |
Confidential Information
|
23
|
|
Section 19. |
Substitution of Purchaser
|
24
|
|
Section 20. |
Miscellaneous
|
24
|
|
Section 20.1.
|
Successors and Assigns
|
24
|
|
Section 20.2.
|
Payments Due on Non-Business Days
|
25
|
|
Section 20.3.
|
Accounting Terms
|
25
|
|
Section 20.4.
|
Severability
|
25
|
|
Section 20.5.
|
Construction, Etc
|
25
|
|
Section 20.6.
|
Counterparts
|
25
|
|
Section 20.7.
|
Governing Law
|
26
|
|
Section 20.8.
|
Jurisdiction and Process; Waiver of Jury Trial
|
26
|
Schedule A
|
—
|
Information Relating to Purchasers
|
Schedule B
|
—
|
Defined Terms
|
Schedule 4.11
|
—
|
Collateral Filings
|
Schedule 5.3
|
—
|
Disclosure Documents
|
Schedule 5.5
|
—
|
Financial Statements
|
Schedule 5.7
|
—
|
Governmental Authorizations
|
Schedule 5.15
|
—
|
Existing Indebtedness
|
Exhibit A
|
—
|
New Indenture
|
Exhibit B
|
—
|
First Supplemental Indenture
|
Exhibit 4.4(a)(i)
|
—
|
Form of Opinion of Special Counsel to the Company
|
Exhibit 4.4(a)(ii)
|
—
|
Form of Opinion of General Counsel to the Company
|
Exhibit 4.4(b)
|
—
|
Form of Opinion of Special Counsel to the Purchasers
|
Section 1.
|
Authorization of 2011 Series A Bonds.
|
Section 2.
|
Sale and Purchase of 2011 Series A Bonds.
|
Section 3.
|
Closing.
|
Section 4.
|
Conditions to Closing.
|
Section 5.
|
Representations and Warranties of the Company.
|
Section 6.
|
Representations of the Purchasers.
|
Section 7.
|
Information as to Company.
|
Section 8.
|
Affirmative Covenants.
|
Section 9.
|
Negative Covenants.
|
Section 10.
|
Registration; Exchange; Substitution of 2011 Series A Bonds.
|
Section 11.
|
Payments on 2011 Series A Bonds.
|
Section 12.
|
Expenses, Etc.
|
Section 13.
|
Survival of Representations and Warranties; Entire Agreement.
|
Section 14.
|
Amendment and Waiver.
|
Section 15.
|
Notices.
|
Section 16.
|
Indemnification.
|
Section 17.
|
Reproduction of Documents.
|
Section 18.
|
Confidential Information.
|
Section 19.
|
Substitution of Purchaser.
|
Section 20.
|
Miscellaneous.
|
Very truly yours,
|
||
Chugach Electric Association, Inc.
|
||
By /s/ Michael R. Cunningham | ||
Name: Michael R. Cunningham
|
||
Title: Sr. Vice President and Chief Financial Officer
|
||
Accepted as of the date first written above.
|
||
New York Life Insurance Company | ||
By
|
/s/ Ruthard C. Murphy, II
|
|
Name: Ruthard C. Murphy, II
|
||
Title: Corporate Vice President
|
||
New York Life Insurance and Annuity Corporation | ||
By
|
New York Life Investment Management LLC, its Investment Manager
|
|
By /s/ Ruthard C. Murphy, II
|
||
Name: Ruthard C. Murphy, II
|
||
Title: Director
|
||
New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C)
|
||
By
|
New York Life Investment Management LLC, its Investment Manager
|
|
By /s/ Ruthard C. Murphy, II
|
||
Name: Ruthard C. Murphy, II
|
||
Title: Director
|
New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30E) | ||
By |
New York Life Investment Management LLC, its Investment Manager
|
|
By /s/ Ruthard C.Murphy, II | ||
Name: Ruthard C.Murphy, II
|
||
Title: Director
|
Allstate Life Insurance Company
|
||
By | /s/ Jerry D. Zinkula | |
Name: Jerry D. Zinkula
|
||
By | /s/ Steven E. Shebik | |
Name: Steven E. Shebik
|
||
Authorized Signatories
|
Knights of Columbus
|
||
By /s/ Ronald J. Tracz | ||
Name:
|
||
Title:
|
ING Life Insurance and Annuity Company | |||
ING USA Annuity and Life Insurance Company | |||
Reliastar Life Insurance Company | |||
Reliastar Life Insurance Company of New York | |||
By: ING Investment Management LLC, as Agent
|
|||
By /s/ Christopher P. Lyons
|
|||
Name: Christopher P. Lyons
|
|||
Title: Senior Vice President
|
Aviva Life and Annuity Company | ||
By: |
Aviva Investors North America, Inc., Its authorized attorney-in-fact
|
|
By /s/ Roger D. Fors
|
||
Name: Roger D. Fors
|
||
Title: VP-Private Fixed Income
|
||
The Lincoln National Life Insurance Company
|
||
By:
|
Delaware Investment Advisers, a series of
Delaware Management Business Trust,
Attorney in Fact
|
|
By /s/ Bradley S. Ritter
|
||
Name: Bradley S. Ritter
|
||
Title: Senior Vice President
|
||
First Penn-Pacific Life Insurance Company
|
||
By:
|
Delaware Investment Advisers, a series of
Delaware Management Business Trust,
Attorney in Fact
|
|
By /s/ Bradley S. Ritter
|
||
Name: Bradley S. Ritter
|
||
Title: Senior Vice President
|
Massachusetts Mutual Life Insurance Company
|
||
By:
|
Babson Capital Management LLC as Investment Adviser
|
|
By /s/ Thomas P. Shea
|
||
Name: Thomas P. Shea
|
||
Title: Managing Director
|
||
C.M. Life Insurance Company
|
||
By:
|
Babson Capital Management LLC as Investment Adviser
|
|
By /s/ Thomas P. Shea
|
||
Name: Thomas P. Shea
|
||
Title: Managing Director
|
American United Life Insurance Company
|
||
By /s/ John Mason
|
||
Name: John Mason
|
||
Title: Vice President, Fixed Income Securities
|
||
The State Life Insurance Company
|
||
By:
|
American United Life Insurance Company
|
|
Its:
|
Agent
|
|
By |
/s/ John Mason
|
|
Name: John Mason
|
||
Title: Vice President, Fixed Income Securities
|
||
Pioneer Mutual Life Insurance Company
|
||
By:
|
American United Life Insurance Company
|
|
Its:
|
Agent
|
|
By
|
/s/ John Mason
|
|
Name: John Mason
|
||
Title: Vice President, Fixed Income Securities
|
Equitrust Life Insurance Company
|
||
By
|
/s/ Herman L. Riva
|
|
Name: Herman L. Riva
|
||
Title: Vice President
|
||
Farm Bureau Life Insurance Company
|
||
By
|
/s/ Herman L. Riva
|
|
Name: Herman L. Riva
|
||
Title: Vice President
|
Country Life Insurance Company
|
||
By
|
/s/ John Jacobs
|
|
Name: John Jacobs
|
||
Title: Director – Fixed Income
|
||
Cotton States Life Insurance Company
|
||
By
|
/s/ John Jacobs
|
|
Name: John Jacobs
|
||
Title: Director – Fixed Income
|
Phoenix Life Insurance Company
|
||
By
|
/s/ Christopher M. Wilkos
|
|
Name: Christopher M. Wilkos
|
||
Title: Executive Vice President
|
||
PHL Variable Insurance Company
|
||
By
|
/s/ Christopher M. Wilkos
|
|
Name: Christopher M. Wilkos
|
||
Title: Executive Vice President
|
National Mutual Benefit
|
||
By:
|
Prime Advisors, Inc., its Attorney-in-Fact
|
|
By
|
/s/ Scott Sell
|
|
Name: Scott Sell
|
||
Title: Vice President
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
New York Life Insurance Company
c/o New York Life Investment Management LLC
51 Madison Avenue
2nd Floor, Room 208
New York, New York 10010
Attention: FixedIncome Investors Group,
Private Finance, 2nd Floor
Fax Number: (212) 447-4122
|
$ | 27,800,000 | $ | 0 |
|
JPMorgan Chase Bank
|
|
|
New York, New York 10019
|
|
|
ABA #021-000-021
|
|
|
Credit: New York Life Insurance Company
|
|
|
General Account No. 008-9-00687
|
|
|
With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds.
|
|
|
New York Life Insurance Company
|
|
|
c/o New York Life Investment Management LLC
|
|
|
51 Madison Avenue
|
|
|
2nd Floor, Room 208
|
|
|
New York, New York 10010-1603
|
|
|
Attention: Securities Operations, Private Group, 2nd Floor
|
|
|
Fax Number: (908) 840-3385
|
|
|
with a copy sent electronically to:
|
|
|
FIIGLibrary@nylim.com
|
|
|
TraditionalPVtOps@nylim.com
|
|
|
New York Life Investment Management LLC
|
|
|
51 Madison Avenue, Room 1016M
|
|
|
New York, NY 10010
|
|
|
Attn: Rebecca Strutton, Vice President and Assistant General Counsel
|
|
|
Phone: (212) 576-4825
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
New York Life Insurance and Annuity Corporation
c/o New York Life Investment Management LLC
51 Madison Avenue
2nd Floor, Room 208
New York, New York 10010-1603
Attention:Fixed Income Investors Group,
Private Finance, 2nd Floor
Fax Number: (212) 447-4122
|
$ | 21,000,000 | $ | 0 |
|
|
JPMorgan Chase Bank
|
|
|
New York, New York
|
|
|
ABA #021-000-021
|
|
|
Credit: New York Life Insurance and Annuity Corporation
|
|
|
General Account No. 323-8-47382
|
|
|
With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds.
|
|
|
New York Life Insurance and Annuity Corporation
|
|
|
c/o New York Life Investment Management LLC
|
|
|
51 Madison Avenue
|
|
|
2nd Floor, Room 208
|
|
|
New York, New York 10010-1603
|
|
|
Attention: Securities Operation, Private Group, 2nd Floor
|
|
|
Fax Number: (908) 840-3385
|
|
|
|
|
with a copy sent electronically to:
|
|
|
|
|
FIIGLibrary@nylim.com
|
|
|
TraditionalPVtOps@nylim.com
|
|
|
New York Life Investment Management LLC
|
|
|
51 Madison Avenue, Room 1016M
|
|
|
New York, NY 10010
|
|
|
Attn: Rebecca Strutton, Vice President and Assistant General Counsel
|
|
|
Phone: (212) 576-4825
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account
c/o New York Life Investment Management LLC
51 Madison Avenue
2nd Floor, Room 208
New York, New York 10010-1603
Attention:Fixed Income Investors Group,
Private Finance, 2nd Floor
Fax Number: (212) 447-4122
|
$ | 5,600,000 | $ | 0 |
|
|
JPMorgan Chase Bank
|
|
|
New York, New York
|
|
|
ABA #021-000-021
|
|
|
Credit: NYLIAC SEPARATE BOLI 30C
|
|
|
General Account Number 304-6-23970
|
|
|
|
|
With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds.
|
|
|
New York Life Insurance and Annuity Corporation
|
|
|
Institutionally Owned Life Insurance Separate Account
|
|
|
c/o New York Life Investment Management LLC
|
|
|
51 Madison Avenue
|
|
|
2nd Floor, Room 208
|
|
|
New York, New York 10010-1603
|
|
|
Attention: Securities Operation, Private Group, 2nd Floor
|
|
|
Fax Number: (908) 840-3385
|
|
|
|
|
with a copy sent electronically to:
|
|
|
|
|
FIIGLibrary@nylim.com
|
|
|
TraditionalPVtOps@nylim.com
|
|
|
New York Life Investment Management LLC
|
|
|
51 Madison Avenue, Room 1016M
|
|
|
New York, NY 10010
|
|
|
Attn: Rebecca Strutton, Vice President and Assistant General Counsel
|
|
|
Phone: (212) 576-4825
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account
c/o New York Life Investment Management LLC
51 Madison Avenue
2nd Floor, Room 208
New York, New York 10010-1603
Attention:Fixed Income Investors Group,
Private Finance, 2nd Floor
Fax Number: (212) 447-4122
|
$ | 600,000 | $ | 0 |
|
|
JPMorgan Chase Bank
|
|
|
New York, New York
|
|
|
ABA #021-000-021
|
|
|
Credit: NYLIAC SEPARATE BOLI 30E
|
|
|
General Account Number 860318708
|
|
|
With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds.
|
|
|
New York Life Insurance and Annuity Corporation
|
|
|
Institutionally Owned Life Insurance Separate Account
|
|
|
c/o New York Life Investment Management LLC
|
|
|
51 Madison Avenue
|
|
|
2nd Floor, Room 208
|
|
|
New York, New York 10010-1603
|
|
|
Attention: Securities Operation, Private Group, 2nd Floor
|
|
|
Fax Number: (908) 840-3385
|
|
|
|
|
with a copy sent electronically to:
|
|
|
|
|
FIIGLibrary@nylim.com
|
|
|
TraditionalPVtOps@nylim.com
|
|
|
New York Life Investment Management LLC
|
|
|
51 Madison Avenue, Room 1016M
|
|
|
New York, NY 10010
|
|
|
Attn: Rebecca Strutton, Vice President and Assistant General Counsel
|
|
|
Phone: (212) 576-4825
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
Allstate Life Insurance Company
c/o Allstate Investments LLC
Attention: Private Placements Department
3075 Sanders Road, STE G3A
Northbrook, Illinois 60062-7127
Telephone: (847) 402-7117
Telecopy: (866) 226-2806
|
$
$
$
$
|
6,000,000
6,000,000
4,000,000
4,000,000
|
$ | 0 |
Bank: Citibank
|
||
ABA#: 021000089
|
||
Account name: Allstate Life Insurance Company Collection Account – PP
|
||
Account #: 30547007
|
||
Reference: OBI PPN 171265 A*2, Chugach Electric Association 4.20% First Mortgage Bonds,
|
For Example:
|
||
P ______ (enter “P” and the amount of principal being remitted, for example, P5000000.00) —
|
||
I ______ (enter “I” and the amount of interest being remitted, for example, I225000.00)
|
||
|
|
|
Allstate Investments LLC
|
|
|
Investment Operations—Private Placements
|
|
|
3075 Sanders Road, STE G4A
|
|
|
Northbrook, Illinois 60062-7127
|
|
|
Telephone: (847) 402-6672 Private Placements
|
|
|
Telecopy: (847) 326-7032
|
|
|
Email: PrivateIOD@allstate.com
|
|
|
Citibank N.A.
|
|
|
399 Park Avenue
|
|
|
Level B Vault
|
|
|
New York, NY 10022
|
|
|
Attention: Danny Reyes
|
|
|
For Allstate Life Insurance Company/Safekeeping Account No. 846627
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
Knights of Columbus
One Columbus Plaza
New Haven, CT 06510-3326
Attn: Investment Accounting Dept., 14th Floor
|
$ | 15,000,000 | $ | 0 |
|
|
Bank of New York
|
|
|
ABA #021000018
|
|
|
CREDIT A/C: GLA111566
|
|
|
ATTN: P&I Dept
|
|
|
A/C Name: Knights of Columbus Life Account
|
|
|
Account#: 200700
|
|
|
P&I Breakdown:________________
|
|
|
RE:
|
PPN 171265 A*2, Chugach Electric Association 4.20% First Mortgage Bonds,
|
|
|
Knights of Columbus
|
|
|
Life Account #200700
|
|
|
Attention: Investment Department, 19th Floor
|
|
|
One Columbus Plaza
|
|
|
New Haven, CT 06510-3326
|
|
|
Email: Investments@kofc.org, Sarah.capozzo@kofc.org
|
|
|
Phone: (203) 752-4127
|
|
|
Fax: (203) 752-4117
|
|
|
The Bank of New York Mellon
|
|
|
One Wall Street, 3rd Floor, Window “A”
|
|
|
New York, NY 10286
|
|
|
Attn:
|
Mary Wong, Assistant Treasurer (212) 635-1003
Physical Delivery
KNIGHTS OF COLUMBUS LIFE ACCOUNT #200700
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
ING USA Annuity and Life
Insurance Company
c/o ING Investment Management LLC
5780 Powers Ferry Road NW, Suite 300
Atlanta, Georgia 30327-4347
Attn: Private Placements
Fax: (770) 690-5057
|
$ | 0 | $ | 18,400,000 |
|
|
The Bank of New York Mellon
|
|
|
ABA #021000018
|
|
|
Account: IOC 566/INST’L CUSTODY (for scheduled principal and interest payments)
|
|
|
Account: IOC 565/INST’L CUSTODY (for all payments other than scheduled principal and interest)
|
|
|
For further credit to: ING USA/Acct. 136373
|
|
|
Ref: PPN 171265 A@0
|
|
|
ING Investment Management LLC
|
|
|
5780 Powers Ferry Road NW, Suite 300
|
|
|
Atlanta, Georgia 30327-4347
|
|
|
Attn: Operations/Settlements
|
|
|
Fax: (770) 690-4886
|
|
|
The Bank of New York Mellon
|
|
|
One Wall Street
|
|
|
Window A - 3rd Floor
|
|
|
New York, NY 10286
|
|
|
Ref: ING USA/Acct. 136373
|
|
|
With a copy of the Note transmittal to:
|
|
|
ING Investment Management LLC
|
|
|
5780 Powers Ferry Road NW, Suite 300
|
|
Atlanta, GA 30327-4347
|
|
|
Attn: Patti Boss
|
|
|
Fax: (770) 690-5168
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
Reliastar Life Insurance Company
c/o ING Investment Management LLC
5780 Powers Ferry Road NW, Suite 300
Atlanta, Georgia 30327-4347
Attn: Private Placements
Fax: (770) 690-5057
|
$ | 0 | $ | 13,900,000 |
|
|
The Bank of New York Mellon
|
|
|
ABA #021000018
|
|
|
Account: IOC 566/INST’L CUSTODY (for scheduled principal and interest payments)
|
|
|
Account: IOC 565/INST’L CUSTODY (for all payments other than scheduled principal and interest)
|
|
|
For further credit to: RLIC/Acct. 187035
|
|
|
Ref: PPN 171265 A@0
|
|
|
ING Investment Management LLC
|
|
|
5780 Powers Ferry Road NW, Suite 300
|
|
|
Atlanta, Georgia 30327-4347
|
|
|
Attn: Operations/Settlements
|
|
|
Fax: (770) 690-4886
|
|
|
The Bank of New York Mellon
|
|
|
One Wall Street
|
|
|
Window A - 3rd Floor
|
|
|
New York, NY 10286
|
|
|
Ref: RLIC/Acct. 187035
|
|
|
With a copy of the Note transmittal to:
|
|
|
ING Investment Management LLC
|
|
|
5780 Powers Ferry Road NW, Suite 300
|
|
Atlanta, GA 30327-4347
|
|
|
Attn: Patti Boss
|
|
|
Fax: (770) 690-5168
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
ING Life Insurance and Annuity Company
c/o ING Investment Management LLC
5780 Powers Ferry Road NW, Suite 300
Atlanta, Georgia 30327-4347
Attn: Private Placements
Fax: (770) 690-5057
|
$ | 0 | $ | 9,900,000 |
|
|
The Bank of New York Mellon
|
|
|
ABA #021000018
|
|
|
Account: IOC 566/INST’L CUSTODY (for scheduled principal and interest payments)
|
|
|
Account: IOC 565/INST’L CUSTODY (for all payments other than scheduled principal and interest)
|
|
|
For further credit to: ILIAC/Acct. 216101
|
|
|
Ref: PPN 171265 A@0
|
|
|
ING Investment Management LLC
|
|
|
5780 Powers Ferry Road NW, Suite 300
|
|
|
Atlanta, Georgia 30327-4347
|
|
|
Attn: Operations/Settlements
|
|
|
Fax: (770) 690-4886
|
|
|
The Bank of New York Mellon
|
|
|
One Wall Street
|
|
|
Window A - 3rd Floor
|
|
|
New York, NY 10286
|
|
|
Ref: ILIAC/Acct. 216101
|
|
|
With a copy of the Note transmittal to:
|
|
|
ING Investment Management LLC
|
|
|
5780 Powers Ferry Road NW, Suite 300
|
|
Atlanta, GA 30327-4347
|
|
|
Attn: Patti Boss
|
|
|
Fax: (770) 690-5168
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
ING USA Annuity and Life Insurance Company
c/o ING Investment Management LLC
5780 Powers Ferry Road NW, Suite 300
Atlanta, Georgia 30327-4347
Attn: Private Placements
Fax: (770) 690-5057
|
$ | 0 | $ | 7,500,000 |
|
|
The Bank of New York Mellon
|
|
|
ABA #021000018
|
|
|
Account: IOC 566/INST’L CUSTODY (for scheduled principal and interest payments)
|
|
|
Account: IOC 565/INST’L CUSTODY (for all payments other than scheduled principal and interest)
|
|
|
For further credit to: ING USA/Acct. 179369
|
|
|
Ref: PPN 171265 A@0
|
|
|
ING Investment Management LLC
|
|
|
5780 Powers Ferry Road NW, Suite 300
|
|
|
Atlanta, Georgia 30327-4347
|
|
|
Attn: Operations/Settlements
|
|
|
Fax: (770) 690-4886
|
|
|
The Bank of New York Mellon
|
|
|
One Wall Street
|
|
|
Window A - 3rd Floor
|
|
|
New York, NY 10286
|
|
|
Ref: ING USA/Acct. 179369
|
|
|
|
|
With a copy of the Note transmittal to:
|
|
|
|
|
ING Investment Management LLC
|
|
|
5780 Powers Ferry Road NW, Suite 300
|
|
Atlanta, GA 30327-4347
|
|
|
Attn: Patti Boss
|
|
|
Fax: (770) 690-5168
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
Reliastar Life Insurance Company of
New York
c/o ING Investment Management LLC
5780 Powers Ferry Road NW, Suite 300
Atlanta, Georgia 30327-4347
Attn: Private Placements
Fax: (770) 690-5057
|
$ | 0 | $ | 300,000 |
|
|
The Bank of New York Mellon
|
|
|
ABA #021000018
|
|
|
Account: IOC 566/INST’L CUSTODY (for scheduled principal and interest payments)
|
|
|
Account: IOC 565/INST’L CUSTODY (for all payments other than scheduled principal and interest)
|
|
|
For further credit to: RLNY/Acct. 187038
|
|
|
Ref: PPN 171265 A@0
|
|
|
ING Investment Management LLC
|
|
|
5780 Powers Ferry Road NW, Suite 300
|
|
|
Atlanta, Georgia 30327-4347
|
|
|
Attn: Operations/Settlements
|
|
|
Fax: (770) 690-4886
|
|
|
The Bank of New York Mellon
|
|
|
One Wall Street
|
|
|
Window A - 3rd Floor
|
|
|
New York, NY 10286
|
|
|
Ref: RLNY/Acct. 187038
|
|
|
|
|
With a copy of the Note transmittal to:
|
|
|
|
|
ING Investment Management LLC
|
|
|
5780 Powers Ferry Road NW, Suite 300
|
|
Atlanta, GA 30327-4347
|
|
|
Attn: Patti Boss
|
|
|
Fax: (770) 690-5168
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
Aviva Life and Annuity Company
c/o Aviva Investors North America, Inc.
215 10th Street, Suite 1000
Des Moines, IA 50309
|
$ | 0 | $ | 40,000,000 |
|
|
The Bank of New York
|
|
|
New York, New York
|
|
|
ABA #021000018
|
|
|
Credit A/C# GLA111566
|
|
|
A/C Name: Institutional Custody Insurance Division
|
|
|
Custody Account Name: Aviva Life and Annuity Co-Annuity
|
|
|
Custody Account Number: 010048
|
|
|
Reference: Chugach Electric Association 4.75% First Mortgage Bonds, 2011 Series A, Tranche B,
|
|
Due March 15, 2041, PPN 171265 A@0, and Application (as among
|
|
principal, make-whole and interest) of the payment being made.
|
|
|
Aviva Life and Annuity Company
|
|
|
c/o Aviva Investors North America, Inc.
|
|
|
Attention: Private Fixed Income Dept.
|
|
|
215 10th Street, Suite 1000
|
|
|
Des Moines, IA 50309
|
|
|
Preferred Remittance: privateplacements@avivainvestors.com
|
|
|
The Bank of New York
|
|
|
One Wall Street, 3rd Floor
|
|
|
Window A
|
|
|
New York, New York 10286
|
|
|
FAO: Aviva Life and Annuity Co-Annuity, A/C #010048
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
The Lincoln National Life Insurance Company
c/o Delaware Investment Advisers
2005 Market Street, Mail Stop 41-104
Philadelphia, Pennsylvania 19103
Attention: Fixed Income Private Placements
Telefacsimile: (215) 255-1654
|
$ | 0 |
$
$
$
$
|
16,000,000
9,000,000
6,000,000
4,000,000
|
|
|
The Bank of New York Mellon
|
|
|
One Wall Street, New York, New York 10286
|
|
|
ABA #021000018
|
|
|
BNF: IOC566
|
|
|
Attention: Private Placement P&I Dept.
|
|
|
Further Credit: The Lincoln National Life Insurance Company
|
|
|
Ref: PPN/CUSIP# / SECURITY DESC / PAYT REASON
|
|
|
FFC Account Numbers Listed Below:
|
Bond Amount
|
Lincoln Account Name
|
Custody Number
|
|||||
$ | 16,000,000 |
The Lincoln National Life Insurance Company—Seg 11
|
215715 | ||||
$ | 9,000,000 |
The Lincoln National Life Insurance Company—Seg 10
|
215714 | ||||
$ | 6,000,000 |
The Lincoln National Life Insurance Company—Seg 65
|
215732 | ||||
$ | 4,000,000 |
The Lincoln National Life Insurance Company—Seg JP201
|
186228 |
|
|
Delaware Investment Advisers
|
|
|
2005 Market Street, Mail Stop 41-104
|
|
|
Philadelphia, Pennsylvania 19103
|
|
|
Attention: Fixed Income Private Placements
|
|
|
Private Placement Fax: (215) 255-1654
|
|
|
|
|
With notices of PAYMENT ONLY:
|
|
|
|
|
Lincoln Financial Group
|
|
|
1300 South Clinton Street, Mail Stop 2H-17
|
|
|
Fort Wayne, Indiana 46802
|
|
|
Attention: K. Estep — Investment Accounting
|
|
|
Investment Accounting Fax: (260) 455-2622
|
|
|
|
|
and
|
|
|
|
|
The Bank of New York Mellon
|
|
|
P. O. Box 19266
|
|
|
Newark, New Jersey 07195
|
|
|
Attention: Private Placement P&I Department
|
|
|
Reference: Account Name and PPN Number
|
|
|
The Bank of New York Mellon
|
|
|
Attn: Free Receive Department
|
|
|
Contact Person: Arnold Musella (Telephone: 212-635-1917)
|
|
|
One Wall Street, 3rd Floor
|
|
|
New York, NY 10286
|
|
|
(in cover letter reference bond amount, acct name, and bank acct #)
|
|
|
|
|
Please fax copy of cover letter to:
|
Karen Costa—The Bank of New York Mellon
Fax#: (315) 414-5017
|
|
|
with a copy to:
|
|
|
Lincoln Financial Group
|
|
|
Attn: Kathy Bireley
|
|
|
100 N. Greene Street
|
|
|
Greensboro, NC 27401
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
First Penn-Pacific Life Insurance Company
c/o Delaware Investment Advisers
2005 Market Street, Mail Stop 41-104
Philadelphia, Pennsylvania 19103
Attention: Fixed Income Private Placements
Telefacsimile: (215) 255-1654
|
$ | 0 | $ | 5,000,000 |
|
|
NORTHERN CHGO/Trust
|
|
|
801 South Canal St., Chicago, IL 60607
|
|
|
ABA #: 071000152
|
|
|
Credit Wire Account #: 5186041000
|
|
|
Attention: Income / Dividend
|
|
|
For Further Credit to: First Penn-Pacific Life Insurance Company
|
|
|
Further Credit Custody A/C #: 26-27448
|
|
|
Ref: Name of Security, PPN Number, Rate, Maturity, P=$, I=$
|
|
|
Delaware Investment Advisers
|
|
|
2005 Market Street, Mail Stop 41-104
|
|
|
Philadelphia, Pennsylvania 19103
|
|
|
Attention: Fixed Income Private Placements
|
|
|
Private Placement Fax: (215) 255-1654
|
|
|
|
|
With notices of PAYMENT ONLY:
|
|
|
|
|
Lincoln Financial Group
|
|
|
1300 South Clinton Street, Mail Stop 2H-17
|
|
|
Fort Wayne, Indiana 46802
|
|
|
Attention: K. Estep — Investment Accounting
|
|
|
Investment Accounting Fax: (260) 455-2622
|
|
|
|
|
and
|
|
|
|
|
The Northern Trust Company
|
|
|
801 South Canal Street
|
|
|
Income Collections C-4S
|
|
|
Attention: Viola Nash / Oscell Owens
|
|
|
Chicago, IL 60607
|
|
|
Fax: 312-630-8179
|
|
|
REFERENCE Account: 26-27448 for First Penn-Pacific Life Ins. Co. & PPN/CUSIP#
|
|
|
|
|
The Northern Trust Company of New York
|
|
|
Harborside Financial Center 10, Suite 1401
|
|
|
3 Second Street
|
|
|
Attention: Jose Mero—Telephone: 201-793-2739
|
|
|
For Account of: First Penn-Pacific Life Insurance Company
|
|
|
Account #: 26-27448
|
|
|
Jersey City, NJ 07311
|
|
|
(IN COVER LETTER REF Acct # 26-27448 for FIRST PENN-PACIFIC LIFE INS)
|
|
|
|
|
with a copy to:
|
|
|
|
|
Lincoln Financial Group
|
|
|
Attn: Kathy Bireley
|
|
|
100 N. Greene Street
|
|
|
Greensboro, NC 27401
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
Massachusetts Mutual Life Insurance Company
c/o Babson Capital Management LLC
1500 Main Street, Suite 2200
P.O. Box 15189
Springfield, Massachusetts 01115-5189
Attention: Securities Investment Division
|
$ | 0 | $ | 28,000,000 |
|
|
MassMutual Co-Owned Account
|
|
|
Citibank
|
|
|
New York, New York
|
|
|
ABA # 021000089
|
|
|
Account # 30510685
|
|
|
Re: Description of security, cusip, principal and interest split
|
|
|
Steven J. Katz, Counsel
|
|
|
Babson Capital Management LLC
|
|
|
1500 Main Street, Suite 2800
|
|
|
Springfield, MA 01115
|
|
|
Phone: 413-226-1059
|
|
|
Fax: 413-226-2059
|
|
|
Email: skatz@babsoncapital.com
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
C.M. Life Insurance Company
c/o Babson Capital Management LLC
1500 Main Street, Suite 2200
P.O. Box 15189
Springfield, Massachusetts 01115-5189
Attention: Securities Investment Division
|
$ | 0 | $ | 2,000,000 |
|
|
MassMutual Co-Owned Account
|
|
|
Citibank
|
|
|
New York, New York
|
|
|
ABA # 021000089
|
|
|
Account # 30510685
|
|
|
Re: Description of security, cusip, principal and interest split
|
|
|
Steven J. Katz, Counsel
|
|
|
Babson Capital Management LLC
|
|
|
1500 Main Street, Suite 2800
|
|
|
Springfield, MA 01115
|
|
|
Phone: 413-226-1059
|
|
|
Fax: 413-226-2059
|
|
|
Email: skatz@babsoncapital.com
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
American United Life Insurance Company
One American Square, Suite 305W
P.O. Box 368
Indianapolis, Indiana 46206
Attention: Michael Bullock, Securities Department
Overnight Mailing Address:
250 W. North Street
Indianapolis, Indiana 46202
Attention: Michael Bullock, Securities Department
|
$ | 0 | $ | 5,000,000 |
|
|
AMERICAN UNITED LIFE INSURANCE COMPANY
|
|
|
Bank of New York
|
|
|
ABA #021000018
|
|
|
CREDIT A/C # GLA111566
|
|
|
A/C Name: American United Life Insurance Company
|
|
|
Account #: 186683
|
|
|
P&I Breakdown: (Insert)
|
|
|
Reference: PPN 171265 A@0, (Insert credit name)
|
|
|
Bank of New York
|
|
|
One Wall Street, 3rd Floor
|
|
|
New York, NY 10286
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
The State Life Insurance Company
c/o American United Life Insurance Company
One American Square, Suite 305W
P.O. Box 368
Indianapolis, Indiana 46206
Attention: Michael Bullock, Securities Department
Overnight Mailing Address:
250 W. North Street
Indianapolis, Indiana 46202
Attention: Michael Bullock, Securities Department
|
$ | 0 | $ | 2,500,000 |
|
|
THE STATE LIFE INSURANCE COMPANY
|
|
|
Bank of New York
|
|
|
ABA #021000018
|
|
|
CREDIT A/C # GLA111566
|
|
|
A/C Name: The State Life Insurance Company
|
|
|
Account #: 343761
|
|
|
P&I Breakdown: (Insert)
|
|
|
Reference: PPN 171265 A@0, (Insert credit name)
|
|
|
Bank of New York
|
|
|
One Wall Street, 3rd Floor
|
|
|
New York, NY 10286
|
|
|
Ref: The State Life Insurance Company, c/o American United Life Insurance Company,
|
|
Account #343761
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
Pioneer Mutual Life Insurance Company
c/o American United Life Insurance Company
One American Square, Suite 305W
P.O. Box 368
Indianapolis, Indiana 46206
Attention: Michael Bullock, Securities Department
Overnight Mailing Address:
250 W. North Street
Indianapolis, Indiana 46202
Attention: Michael Bullock, Securities Department
|
$ | 0 | $ | 500,000 |
|
|
PIONEER MUTUAL LIFE INSURANCE COMPANY
|
|
|
Bank of New York
|
|
|
ABA #021000018
|
|
|
CREDIT A/C # GLA111566
|
|
|
A/C Name: Pioneer Mutual Life Insurance Company
|
|
|
Account #: 186709
|
|
|
P&I Breakdown: (Insert)
|
|
|
Reference: PPN 171265 A@0, (Insert credit name)
|
|
|
Bank of New York
|
|
|
One Wall Street, 3rd Floor
|
|
|
New York, NY 10286
|
|
|
Ref: Pioneer Mutual Life Insurance Company, c/o American United Life Insurance
|
|
Company, Account #186709
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
Equitrust Life Insurance Company
c/o FBL Financial Group, Inc.
Attention: Securities Department-Private Placements
5400 University Avenue
West Des Moines, IA 50266
Email: privateplacements@FBLFinancial.com
|
$ | 0 | $ | 5,000,000 |
|
|
JP Morgan Chase Bank
|
|
|
ABA No.: 021-000-021
|
|
|
A/C #9009002859
|
|
|
Account No. G10559 (Please do not put a space between G and Acct Number)
|
|
|
Reference: PPN, Name of Issuer & Description; Principal and Interest Payment
|
|
|
Contact: privateplacements@fblfinancial.com
|
|
|
JPMorgan Chase Bank, N.A.
|
|
|
4 Chase Metrotech Center, 3rd Floor
|
|
|
Brooklyn, New York 11245-0001
|
|
|
Attn: Physical Receive Department
|
|
|
Reference: G10559/Equitrust Life Insurance Co
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
Farm Bureau Life Insurance Company
c/o FBL Financial Group, Inc.
Attention: Securities Department-Private Placements
5400 University Avenue
West Des Moines, IA 50266
Email: privateplacements@FBLFinancial.com
|
$ | 0 | $ | 2,000,000 |
|
|
JP Morgan Chase Bank
|
|
|
ABA No.: 021-000-021
|
|
|
A/C #9009002859
|
|
|
Account No. G10557 (Please do not put a space between G and Acct Number)
|
|
|
Reference: PPN, Name of Issuer & Description; Principal and Interest Payment
|
|
|
Contact: privateplacements@fblfinancial.com
|
|
|
JPMorgan Chase Bank, N.A.
|
|
|
4 Chase Metrotech Center, 3rd Floor
|
|
|
Brooklyn, New York 11245-0001
|
|
|
Attn: Physical Receive Department
|
|
|
Reference: G10557/Farm Bureau Life Insurance Co
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
Country Life Insurance Company
1705 N Towanda Avenue
Bloomington, Illinois 61702
Attention: Investments
Telephone: (309) 821-6260
Fax: (309) 821-6301
|
$ | 0 | $ | 3,000,000 |
|
|
Northern Trust Chgo/Trust
|
|
|
ABA #071000152
|
|
|
Wire Account Number 5186041000
|
|
|
For Further Credit to: 26-02712
|
|
|
Account Name: Country Life Insurance Company
|
|
|
Representing P & I on (list security) [BANK]
|
|
|
Accompanying Information: Chugach Electric Association 4.75% First Mortgage Bonds, 2011 Series A, Tranche B, Due March 15, 2041, PPN 171265 A@0, due date and application (as among principal, premium and interest) of the payment being made.
|
|
|
Country Life Insurance Company
|
|
|
Attention: Investment Accounting
|
|
|
1705 N Towanda Avenue
|
|
|
Bloomington, Illinois 61702
|
|
|
Telephone: (309) 821-6348
|
|
|
Fax: (309) 821-2800
|
|
|
The Northern Trust Company of New York
|
|
|
Harborside Financial Center 10, Suite 1401
|
|
|
3 Second Street
|
|
|
Attn: 26-02712/Country Life Insurance Company
|
|
|
Jersey City, NJ 07311
|
|
|
Include Acct # and Name in cover letter as well
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
Cotton States Life Insurance Company
c/o Country Life Insurance Company
1705 N Towanda Avenue
Bloomington, Illinois 61702
Attention: Investments
Telephone: (309) 821-6260
Fax: (309) 821-6301
|
$ | 0 | $ | 1,000,000 |
|
|
SUNTRUST BANKS
|
|
|
ABA Number 061000104 SunTrust Bank
|
|
|
Wire Account Number 9088003142
|
|
|
Account Name: Income Collections
|
|
|
For Further Credit to: Cotton States 1129997
|
|
|
Account Name: Cotton States Life Insurance
|
|
|
Representing P & I on (list security) [BANK]
|
|
|
|
|
Accompanying Information: Chugach Electric Association 4.75% First Mortgage Bonds, 2011 Series A, Tranche B, Due March 15, 2041, PPN 171265 A@0, due date and application (as among principal, premium and interest) of the payment being made.
|
|
|
Cotton States Life Insurance Company
|
|
|
c/o Country Life Insurance Company
|
|
|
Attention: Investment Accounting
|
|
|
1705 N Towanda Avenue
|
|
|
Bloomington, Illinois 61702
|
|
|
Telephone: (309) 821-6348
|
|
|
Fax: (309) 821-2800
|
|
|
SunTrust Bank
|
|
|
Free Securities Movement & Control
|
|
|
Mail Code GA-Atl-3132
|
|
|
303 Peachtree Street NE, Suite 1520
|
|
|
Atlanta, GA 30308
|
|
|
Reference Acct: 1129997
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
Phoenix Life Insurance Company
c/o Goodwin Capital Advisers
One American Row
Private Placement Department H-GW-1
Hartford, CT 06102
|
$ | 0 | $ | 2,000,000 |
|
|
JP Morgan Chase
|
|
|
New York, NY
|
|
|
ABA 021 000 021
|
|
|
Account Name: Income Processing
|
|
|
Account Number: 900 9000 200
|
|
|
Reference: Phoenix Life Insurance, G05123, Chugach Electric Association
|
|
|
Phoenix Life Insurance Company
|
|
|
One American Row
|
|
|
Hartford, CT 06102
|
|
|
Attention: Brad Buck
|
|
|
Phoenix Life Insurance Company
|
|
|
One American Row
|
|
|
Hartford, CT 06102
|
|
|
Attention: Brad Buck
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
PHL Variable Insurance Company
c/o Goodwin Capital Advisers
One American Row
Private Placement Department H-GW-1
Hartford, CT 06102
|
$ | 0 | $ | 1,000,000 |
|
|
JP Morgan Chase
|
|
|
New York, NY
|
|
|
ABA 021 000 021
|
|
|
Account Name: Income Processing
|
|
|
Account Number: 900 9000 200
|
|
|
Reference: Phoenix Variable, G09389, Chugach Electric Association
|
|
|
Phoenix Life Insurance Company
|
|
|
One American Row
|
|
|
Hartford, CT 06102
|
|
|
Attention: Brad Buck
|
|
|
Phoenix Life Insurance Company
|
|
|
One American Row
|
|
|
Hartford, CT 06102
|
|
|
Attention: Brad Buck
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
PHL Variable Insurance Company
c/o Goodwin Capital Advisers
One American Row
Private Placement Department H-GW-1
Hartford, CT 06102
|
$ | 0 | $ | 1,000,000 |
|
|
JP Morgan Chase
|
|
|
New York, NY
|
|
|
ABA 021 000 021
|
|
|
Account Name: Income Processing
|
|
|
Account Number: 900 9000 200
|
|
|
Reference: Phoenix Variable, G11923, Chugach Electric Association
|
|
|
Phoenix Life Insurance Company
|
|
|
One American Row
|
|
|
Hartford, CT 06102
|
|
|
Attention: Brad Buck
|
|
|
Phoenix Life Insurance Company
|
|
|
One American Row
|
|
|
Hartford, CT 06102
|
|
|
Attention: Brad Buck
|
Name of and Address
of Purchaser
|
Principal Amount of Tranche A Bonds to Be Purchased
|
Principal Amount of Tranche B Bonds to Be Purchased
|
||||||
National Mutual Benefit
c/o Prime Advisors, Inc.
Redmond Ridge Corporate Center
22635 NE Marketplace Drive, Suite 160
Redmond, WA 98053
Attention: Scott Sell, Vice President
|
$ | 0 | $ | 2,000,000 |
|
|
Marshall & Ilsley Trust Company
|
|
|
ABA #075000051
|
|
|
DDA# 27006
|
|
|
Acct# 89-M010-01-6
|
|
|
ATTN: Income Dept 8th Floor
|
|
|
Acct Name: National Mutual Benefit
|
·
|
Annual Report on Form 10-K for the fiscal year ended December 31, 2009
|
·
|
Quarterly Report on Form 10-Q for the quarter ended June 30, 2010
|
·
|
Current Report on Form 8-K dated July 30, 2010
|
Balance
|
Limit
|
|||||||
2001 Series A Bonds
|
$ | 150,000,000 | $ | 150,000,000 | ||||
2002 Series A Bonds
|
$ | 120,000,000 | $ | 120,000,000 | ||||
CoBank Promissory Notes
|
$ | 38,322,744 | $ | 38,322,744 | ||||
Commercial Paper
|
$ | 62,000,000 | $ | 300,000,000 | ||||
National Rural Utilities Cooperative Finance Corporation
|
$ | 0 | $ | 50,000,000 | ||||
(NRUCFC) Line of Credit Agreement
|
1.
|
Second Amended and Restated Indenture of Trust dated as of January 20, 2011, by and between Chugach Electric Association, Inc. and U.S. Bank National Association, as Trustee, as amended and supplemented by First Supplemental Indenture of Trust dated January 20, 2011.
|
2.
|
Credit Agreement by and among Chugach Electric Association, Inc., National Rural Utilities Cooperative Finance Corporation, KeyBank National Association, Bank of America, N.A., JPMorgan Chase Bank, N.A., Bank of Montreal, Goldman Sachs Bank USA, Bank of Taiwan, Los Angeles Branch, CoBank, ACB, and Chang Hua Commercial Bank, Ltd., Los Angeles Branch, dated as of November 17, 2010.
|
3.
|
Amended and Restated Master Loan Agreement (MLA No. 000976A) between Chugach Electric Association, Inc. and CoBank, ACB dated as of January 19, 2011.
|
4.
|
Revolving Line of Credit Agreement between Chugach Electric Association, Inc. and National Rural Utilities Cooperative Finance Corporation dated October 17, 2007 (Loan No. AK008-R-5102), as amended by Amendment to Revolving Line of Credit Agreement between Chugach Electric Association, Inc. and the National Rural Utilities Cooperative Finance Corporation effective December 22, 2008.
|
|
Re:Bond Purchase Agreement dated January 21, 2011, among Chugach Electric Association, Inc. and the Purchasers Listed in Exhibit A Thereto (the “Purchasers”) Relating to Issuance of $90,000,000 4.20% First Mortgage Bonds, 2011 Series A, and $185,000,000 4.75% First Mortgage Bonds, 2011 Series A (“Bond Purchase Agreement”)
|
|
Ladies and Gentlemen:
|
(i)
|
Judicial enforcement of the Company’s obligation to repay the principal amount of advances made under the Financing Agreements, together with interest thereon (to extent not deemed a penalty), as provided in the Financing Agreements;
|
(ii)
|
Upon written notice to the Company, acceleration of the Company’s obligation to repay such principal, together with such interest, upon default in the payment of such principal or interest or upon a continuing material default by the Company in the performance of any other enforceable obligation under the Financing Agreements (to the extent the Financing Agreements provide for such acceleration); or
|
(iii)
|
Foreclosure in accordance with applicable laws of the State of Alaska of any lien or security interest created by the Financing Agreements, either upon maturity or upon acceleration under circumstances described in clause (ii) above.
|
(i)
|
Alaska Statute 9.45.200, which prohibits simultaneous actions for recovery of a debt secured by a mortgage or deed of trust, and an action foreclosing on such mortgage or deed of trust, and prohibits a subsequent action for foreclosure of a lien unless judgment was given on the debt in the earlier action and execution on that judgment is returned unsatisfied in whole or in part.
|
(ii)
|
Alaska Statute 34.20.100, which prohibits any action or proceeding for a deficiency on an obligation secured by a deed of trust after a foreclosure pursuant to Alaska Statute 34.20.070-34.20.130, Alaska’s non-judicial foreclosure statute. This statute “limits the creditor’s rights to pursue further legal action or process against his debtor for any deficiency in the obligation following a non-judicial foreclosure of the property. The limitation does not bar the retention of additional security specifically pledged on the obligation.” Hull v. Alaska Federal Savings & Loan Assoc, 658 P.2d 122, 125 (Alaska 1983).
|
(iii)
|
Alaska Statute 34.20.070, which allows cure of a default during the pendency of a non-judicial foreclosure, causing the non-judicial sale to be discontinued upon such cure, even though the obligations had been declared accelerated. The statute, however, provides that after two such cures of the same deed of trust, the trustee may elect to refuse payment and continue the sale.
|
(iii)
|
Alaska Statute 34.20.160, which provides that if a lender wishes to retain the option to sue on a note secured by a mortgage or deed of trust and obtain a personal judgment against the mortgage or trustor and any other party bound by the note, without first foreclosing the mortgage or deed of trust, the note must
|
|
affirmatively so advise the mortgagor or trustor and any other party bound by the note. The statute provides that the following language in a note is sufficient:
|
|
The mortgage or trustor (borrower) is personally obligated and fully liable for the amount due under the note. The mortgage or beneficiary (lender) has the right to sue on the note and obtain a personal judgment against the mortgagor or trustor for satisfaction of the amount due under the note either before or after a judicial foreclosure of the mortgage or deed of trust under AS 09.45.170 – 09.45.220.
|
(v)
|
The doctrine of res judicata and the “rule prohibiting splitting a cause of action,” as adopted by the courts of the State of Alaska, including as set forth in Tolstrup v. Miller, 726 P.2d 1304, 1306-07 (Alaska 1986) which holds that a second suit is barred “when the matter therein could have been decided in the first suit,” including claims that could have been brought, but were not, and Osbourne v. Buckman, 993 P.2d 409, 412 (Alaska 1999), which holds that all claims arising out of a single transaction must be brought in a single suit, and those that are not become extinguished by the judgment in the suit in which some of the claims were brought.
|
(vi)
|
The ability of parties to a deed of trust or assignment of leases, by reciting that the assignment of rents is immediately perfected and choate, to modify the general principle of law, especially as to the rights of third parties, adopted by the Alaska Supreme Court in Bevins v. Peoples Bank and Trust Co., 671 P.2d 875, 879 (Alaska 1983) that “a rent clause in a deed of trust, which allows the beneficiary to collect rents upon default to satisfy the secured debt, does not automatically assign the rents accruing after the date of default to the beneficiary. The beneficiary must take some action acquire possession of the property or rents before the rent clause becomes operative.” Nevertheless, it is common for deeds of trust and assignments of leases in Alaska to recite that the assignment of rents is immediately effective, with the idea of staking out a position favorable to the beneficiary which might or might not hold up if challenged.
|
(vii)
|
The enforceability of any judgment rendered by the foreign jurisdiction pursuant to a forum selection clause directing the parties to litigate issues concerning real property located in the State of Alaska in another forum in light of the decision adopted by the Alaska Supreme Court in Abadou v. Trad, 624 P.2d 287 (Alaska 1981) where the Alaska Supreme Court had occasion to consider the effect of a forum selection clause designating Lebanon as the forum for resolution of all claims arising out of a contract respecting joint ownership of lands located in Alaska. The Alaska Supreme Court first determined there was no statute containing “language of exclusivity” specifically prohibiting the resolution of such actions in another forum. Id. at 290. Therefore, absent evidence of some other factor rendering such a result inequitable (such as inequality of bargaining power), the forum selection clause prevailed over the venue statute. Id. at 290-91.
|
|
The court also rejected the argument that the clause ousted Alaska courts of rightful jurisdiction, and found that the clause was not per se void. Id. at 290. The court noted, however, that the Lebanese court would not have jurisdiction to order a partition or judicial sale as requested in the plaintiff’s complaint, noting that “[t]he only state which can, by operation of law and apart from the act of the parties, transfer title in land out of one person and into another is the state where the land lies.” Id. at 291 n.6 (quoting R. Leflar, American Conflicts of law § 173 (3d ed. 1977)). However, the Lebanese court could, by virtue of its in personam jurisdiction over the parties, order the parties to execute deeds to the property as among themselves, or order other relief appropriate under the contract. Id. The court noted that the fact that the case must be brought in a Lebanese court in the first instance did not necessarily mean that the Lebanese judgment would be effective in Alaska, and that “only if [the plaintiff] cannot obtain relief in that forum should he be able to re-file his action in an Alaskan court.” Id. at 292-93.
|
|
Re:Bond Purchase Agreement dated January 21, 2011, among Chugach Electric Association, Inc. and the Purchasers Listed in Exhibit A Thereto (the “Purchasers”) Relating to Issuance of $90,000,000 4.20% First Mortgage Bonds, 2011 Series A, and $185,000,000 4.75% First Mortgage Bonds, 2011 Series A (“Bond Purchase Agreement”)
|
|
Ladies and Gentlemen:
|
NO. RA-1
|
ISSUANCE DATE: JANUARY 21, 2011
|
$27,800,000
|
PPN: 171265 A*2
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
||||
as Trustee
|
||||
By:
|
/s/ Thomas Zrust
|
|||
Authorized Signatory
|
||||
Date of Authentication:
|
January 21, 2011
|
NO. RA-2
|
ISSUANCE DATE: JANUARY 21, 2011
|
$21,000,000
|
PPN: 171265 A*2
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
||||
as Trustee
|
||||
By:
|
/s/ Thomas Zrust
|
|||
Authorized Signatory
|
||||
Date of Authentication:
|
January 21, 2011
|
NO. RA-3
|
ISSUANCE DATE: JANUARY 21, 2011
|
$5,600,000
|
PPN: 171265 A*2
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
||||
as Trustee
|
||||
By:
|
/s/ Thomas Zrust
|
|||
Authorized Signatory
|
||||
Date of Authentication:
|
January 21, 2011
|
NO. RA-4
|
ISSUANCE DATE: JANUARY 21, 2011
|
$600,000
|
PPN: 171265 A*2
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
||||
as Trustee
|
||||
By:
|
/s/ Thomas Zrust
|
|||
Authorized Signatory
|
||||
Date of Authentication:
|
January 21, 2011
|
NO. RA-5
|
ISSUANCE DATE: JANUARY 21, 2011
|
$6,000,000
|
PPN: 171265 A*2
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
||||
as Trustee
|
||||
By:
|
/s/ Thomas Zrust
|
|||
Authorized Signatory
|
||||
Date of Authentication:
|
January 21, 2011
|
NO. RA-6
|
ISSUANCE DATE: JANUARY 21, 2011
|
$6,000,000
|
PPN: 171265 A*2
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
||||
as Trustee
|
||||
By:
|
/s/ Thomas Zrust
|
|||
Authorized Signatory
|
||||
Date of Authentication:
|
January 21, 2011
|
NO. RA-7
|
ISSUANCE DATE: JANUARY 21, 2011
|
$4,000,000
|
PPN: 171265 A*2
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
||||
as Trustee
|
||||
By:
|
/s/ Thomas Zrust
|
|||
Authorized Signatory
|
||||
Date of Authentication:
|
January 21, 2011
|
NO. RA-8
|
ISSUANCE DATE: JANUARY 21, 2011
|
$4,000,000
|
PPN: 171265 A*2
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
||||
as Trustee
|
||||
By:
|
/s/ Thomas Zrust
|
|||
Authorized Signatory
|
||||
Date of Authentication:
|
January 21, 2011
|
NO. RA-9
|
ISSUANCE DATE: JANUARY 21, 2011
|
$15,000,000
|
PPN: 171265 A*2
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
||||
as Trustee
|
||||
By:
|
/s/ Thomas Zrust
|
|||
Authorized Signatory
|
||||
Date of Authentication:
|
January 21, 2011
|
NO. RB-1
|
ISSUANCE DATE: JANUARY 21, 2011
|
$18,400,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-2
|
ISSUANCE DATE: JANUARY 21, 2011
|
$13,900,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-3
|
ISSUANCE DATE: JANUARY 21, 2011
|
$9,900,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-4
|
ISSUANCE DATE: JANUARY 21, 2011
|
$7,500,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-5
|
ISSUANCE DATE: JANUARY 21, 2011
|
$300,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-6
|
ISSUANCE DATE: JANUARY 21, 2011
|
$40,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-7
|
ISSUANCE DATE: JANUARY 21, 2011
|
$16,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-8
|
ISSUANCE DATE: JANUARY 21, 2011
|
$9,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-9
|
ISSUANCE DATE: JANUARY 21, 2011
|
$6,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R.Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-10
|
ISSUANCE DATE: JANUARY 21, 2011
|
$4,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-11
|
ISSUANCE DATE: JANUARY 21, 2011
|
$5,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-12
|
ISSUANCE DATE: JANUARY 21, 2011
|
$28,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-13
|
ISSUANCE DATE: JANUARY 21, 2011
|
$2,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-14
|
ISSUANCE DATE: JANUARY 21, 2011
|
$5,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-15
|
ISSUANCE DATE: JANUARY 21, 2011
|
$2,500,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-16
|
ISSUANCE DATE: JANUARY 21, 2011
|
$500,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-17
|
ISSUANCE DATE: JANUARY 21, 2011
|
$5,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-18
|
ISSUANCE DATE: JANUARY 21, 2011
|
$2,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-19
|
ISSUANCE DATE: JANUARY 21, 2011
|
$3,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-20
|
ISSUANCE DATE: JANUARY 21, 2011
|
$1,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-21
|
ISSUANCE DATE: JANUARY 21, 2011
|
$2,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-22
|
ISSUANCE DATE: JANUARY 21, 2011
|
$1,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-23
|
ISSUANCE DATE: JANUARY 21, 2011
|
$1,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R. Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
NO. RB-24
|
ISSUANCE DATE: JANUARY 21, 2011
|
$2,000,000
|
PPN: 171265 A@0
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ Michael R Cunningham
|
||
Name:
|
|||
Title:
|
C.F.O.
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ Thomas Zrust
|
||
Authorized Signatory
|
If to CoBank, as follows:
|
If to the Company, as follows:
|
CoBank, ACB
|
Chugach Electric Association, Inc.
|
5500 South Quebec Street
|
5601 Minnesota Drive
|
Greenwood Village, Colorado 80111
|
Post Officer Box 196300
|
Facsimile: (303) 740-4002
|
Anchorage, AK 99510-6300
|
Attention: Energy Banking Group
|
Facsimile: (970) 257-7085
|
Attention: Chief Executive Officer
|
CoBANK, ACB
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ C. Brock Taylor
|
By:
|
/s/ Michael R. Cunningham
|
|
Michael R. Cunningham
|
||||
Title:
|
Vice President
|
Title:
|
Sr. Vice President and
Chief Financial Officer
|
CoBANK, ACB
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By:
|
/s/ C. Brock Taylor
|
By:
|
/s/ Michael R. Cunningham
|
|
Michael R. Cunningham
|
||||
Title:
|
Vice President
|
Title:
|
Sr. Vice President and
|
|
Chief Financial Officer
|
COBANK
|
P3A Z$CL048
|
|
PRINICIPAL PAYMENT REPORT
|
Run Date: 1/14/11
|
|
As of Date: 1/14/11
|
Run Time: 12:26:00
|
|
Page: 1
|
Customer #
|
Customer Name
|
Obligation #
|
Due Date
|
Payment Amount
|
|||||||
22020105 |
CHUGACH ELECTRIC ASSOCIATION, INC.
|
010554002 | |||||||||
03/15/2011
|
832,838.00 | ||||||||||
03/15/2012
|
908,908.00 | ||||||||||
03/15/2013
|
992,036.00 | ||||||||||
03/15/2014
|
1,082,714.00 | ||||||||||
03/15/2015
|
1,181,597.00 | ||||||||||
03/15/2016
|
1,289,672.00 | ||||||||||
03/15/2017
|
1,407,511.00 | ||||||||||
03/15/2018
|
1,536,183.00 | ||||||||||
03/15/2019
|
1,676,590.00 | ||||||||||
03/15/2020
|
1,829,798.00 | ||||||||||
03/15/2021
|
1,997,038.00 | ||||||||||
03/15/2022
|
2,179,542.00 |
COBANK
|
P3A Z$CL048
|
|
PRINICIPAL PAYMENT REPORT
|
Run Date: 1/14/11
|
|
As of Date: 1/14/11
|
Run Time: 12:25:48
|
|
Page: 1
|
Customer #
|
Customer Name
|
Obligation #
|
Due Date
|
Payment Amount
|
||||||||
22020105 |
CHUGACH ELECTRIC ASSOCIATION, INC.
|
200000324 | ||||||||||
06/15/2011
|
910,311.00 | |||||||||||
06/15/2012
|
993,458.00 | |||||||||||
06/15/2013
|
1,084,319.00 | |||||||||||
06/15/2014
|
1,183,431.00 | |||||||||||
06/15/2015
|
1,291,513.00 | |||||||||||
06/15/2016
|
1,409,641.00 | |||||||||||
06/15/2017
|
1,538,443.00 | |||||||||||
06/15/2018
|
1,679,084.00 | |||||||||||
06/15/2019
|
1,832,552.00 | |||||||||||
06/15/2020
|
2,000,011.00 | |||||||||||
06/15/2021
|
2,182,809.00 | |||||||||||
06/15/2022
|
2,382,291.00 |
COBANK
|
P3A Z$CL048
|
|
PRINICIPAL PAYMENT REPORT
|
Run Date: 1/14/11
|
|
As of Date: 1/14/11
|
Run Time: 12:26:11
|
|
Page: 1
|
Customer #
|
Customer Name
|
Obligation #
|
Due Date
|
Payment Amount
|
||||||||
22020105 |
CHUGACH ELECTRIC ASSOCIATION, INC.
|
000239974 | ||||||||||
01/15/2011
|
88,922.01 | |||||||||||
02/15/2011
|
89,533.35 | |||||||||||
03/15/2011
|
90,148.89 | |||||||||||
04/15/2011
|
90,768.66 | |||||||||||
05/15/2011
|
91,392.70 | |||||||||||
06/15/2011
|
92,021.02 | |||||||||||
07/15/2011
|
92,653.66 | |||||||||||
08/15/2011
|
93,290.66 | |||||||||||
09/15/2011
|
93,932.03 | |||||||||||
10/15/2011
|
94,577.81 | |||||||||||
11/15/2011
|
95,228.04 | |||||||||||
12/15/2011
|
95,882.73 | |||||||||||
01/20/2012
|
96,541.93 | |||||||||||
02/20/2012
|
97,205.65 | |||||||||||
03/20/2012
|
97,873.94 | |||||||||||
04/20/2012
|
98,546.82 | |||||||||||
05/20/2012
|
99,224.33 | |||||||||||
06/20/2012
|
99,906.50 | |||||||||||
07/20/2012
|
100,593.36 | |||||||||||
08/20/2012
|
101,284.41 |
$37,301,818.50
|
January 19, 2011
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
||
By:
|
/s/ Michael R. Cunningham
|
|
Name:
|
Michael R. Cunningham
|
|
Title:
|
Sr. Vice President and
|
|
|
Chief Financial Officer
|
|
This is one of the Obligations of the series designated therein referred to in the within-mentioned Indenture.
|
||
Date: January 19, 2011
|
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
|
|
By:
|
/s/ Thomas Zrust
|
|
Authorized Signatory
|
Date: January 20, 2011
|
U.S. BANK NATIONAL ASSOCIATION,
|
|
as Trustee
|
||
By:
|
/s/ Thomas Zrust
|
|
Authorized Signatory
|
Page
|
||
ARTICLE I
|
DEFINITIONS
|
1
|
Section 1.01
|
Defined Terms
|
1
|
Section 1.02
|
Terms Generally
|
21
|
Section 1.03
|
Accounting Terms; GAAP
|
21
|
Section 1.04
|
Classification of Loans and Borrowings
|
21
|
ARTICLE II
|
THE CREDITS
|
21
|
Section 2.01
|
The Commitments
|
21
|
Section 2.02
|
Loans and Borrowings
|
22
|
Section 2.03
|
Requests for Borrowings
|
22
|
Section 2.04
|
[Reserved]
|
23
|
Section 2.05
|
Funding of Borrowings
|
23
|
Section 2.06
|
Interest Elections
|
24
|
Section 2.07
|
Termination and Reduction of the Commitments
|
25
|
Section 2.08
|
Repayment of Loans; Evidence of Debt
|
26
|
Section 2.09
|
Prepayment of Loans
|
27
|
Section 2.10
|
Fees
|
27
|
Section 2.11
|
Interest
|
28
|
Section 2.12
|
Alternate Rate of Interest
|
29
|
Section 2.13
|
Increased Costs; Illegality
|
29
|
Section 2.14
|
Break Funding Payments
|
30
|
Section 2.15
|
Taxes
|
31
|
Section 2.16
|
Payments Generally; Pro Rata Treatment; Sharing of Set-offs
|
32
|
Section 2.17
|
Mitigation Obligations; Replacement of Lenders
|
34
|
ARTICLE III
|
REPRESENTATIONS AND WARRANTIES
|
34
|
Section 3.01
|
Organization; Powers
|
34
|
Section 3.02
|
Authorization; Enforceability; Ranking
|
35
|
Section 3.03
|
Governmental Approvals; No Conflicts
|
35
|
Section 3.04
|
Financial Condition
|
35
|
Section 3.05
|
Properties; Insurance
|
35
|
Section 3.06
|
Litigation, Actions, Suits and Proceedings
|
36
|
Section 3.07
|
Environmental Matters
|
36
|
Section 3.08
|
Compliance with Laws and Agreements
|
36
|
Section 3.09
|
Investment and Holding Company Status; Etc
|
36
|
Section 3.10
|
Taxes
|
37
|
Section 3.11
|
ERISA
|
37
|
Section 3.12
|
Disclosure
|
37
|
Section 3.13
|
Margin Stock
|
37
|
Section 3.14
|
Indebtedness and Liens
|
37
|
Section 3.15
|
Subsidiaries
|
38
|
Section 3.16
|
Solvency
|
38
|
Section 3.17
|
Wholesale Power Contracts
|
38
|
Section 3.18
|
Indenture Compliance
|
38
|
Section 3.19
|
Labor Disputes; Natural Disasters
|
38
|
ARTICLE IV
|
CONDITIONS
|
38
|
Section 4.01
|
Effective Date
|
38
|
Section 4.02
|
Each Credit Event
|
41
|
ARTICLE V
|
AFFIRMATIVE COVENANTS
|
42
|
Section 5.01
|
Financial Statements and Other Information
|
42
|
Section 5.02
|
Notices of Material Events
|
44
|
Section 5.03
|
Existence; Conduct of Business
|
44
|
Section 5.04
|
Payment of Obligations (Including Taxes)
|
45
|
Section 5.05
|
Maintenance of Properties; Insurance
|
45
|
Section 5.06
|
Books and Records; Inspection Rights
|
45
|
Section 5.07
|
Compliance with Laws and Agreements
|
45
|
Section 5.08
|
Use of Proceeds
|
46
|
Section 5.09
|
Identification of Parties
|
46
|
Section 5.10
|
Ranking
|
46
|
Section 5.11
|
Maintenance of Credit Ratings
|
46
|
ARTICLE VI
|
NEGATIVE COVENANTS; FINANCIAL COVENANTS
|
46
|
Section 6.01
|
Indebtedness
|
46
|
Section 6.02
|
Security Interests
|
47
|
Section 6.03
|
Fundamental Changes; No Subsidiaries
|
47
|
Section 6.04
|
Lines of Business
|
48
|
Section 6.05
|
Investments
|
48
|
Section 6.06
|
Transactions with Affiliates
|
48
|
Section 6.07
|
Restrictive Agreements
|
49
|
Section 6.08
|
Certain Financial Covenants
|
49
|
Section 6.09
|
Certain Documents; Accounting Changes
|
49
|
ARTICLE VII
|
EVENTS OF DEFAULT; REMEDIES
|
50
|
Section 7.01
|
Events of Default
|
50
|
Section 7.02
|
Remedies
|
53
|
ARTICLE VIII
|
THE ADMINISTRATIVE AGENT
|
53
|
Section 8.01
|
Appointment
|
53
|
Section 8.02
|
Administrative Agent in its Individual Capacity
|
53
|
Section 8.03
|
Exculpatory Provisions
|
54
|
Section 8.04
|
Notice of Default
|
54
|
Section 8.05
|
Reliance by the Administrative Agent
|
54
|
Section 8.06
|
Delegation of Duties
|
54
|
Section 8.07
|
Successor Administrative Agent
|
55
|
Section 8.08
|
Non-Reliance on Administrative Agent and other Lenders
|
55
|
Section 8.09
|
Loan Document Amendments
|
55
|
Section 8.10
|
Indemnification
|
55
|
ARTICLE IX
|
MISCELLANEOUS
|
56
|
Section 9.01
|
Notices
|
56
|
Section 9.02
|
Waivers; Amendments
|
57
|
Section 9.03
|
Expenses; Indemnity; Damage Waiver
|
59
|
Section 9.04
|
Successors and Assigns
|
60
|
Section 9.05
|
Survival
|
63
|
Section 9.06
|
Counterparts; Integration; Effectiveness
|
63
|
Section 9.07
|
Severability
|
64
|
Section 9.08
|
Right of Setoff
|
64
|
Section 9.09
|
Governing Law; Jurisdiction; Etc
|
64
|
Section 9.10
|
WAIVER OF JURY TRIAL
|
65
|
Section 9.11
|
Headings
|
65
|
Section 9.12
|
Treatment of Certain Information; Confidentiality
|
65
|
Section 9.13
|
USA PATRIOT Act
|
66
|
Section 9.14
|
Transaction Titles
|
66
|
Section 9.15
|
No Fiduciary Duty
|
66
|
Schedules:
|
|
Schedule I
|
Lenders' Commitments
|
Schedule 3.14(a)
|
Existing Indebtedness
|
Schedule 3.14(b)
|
Existing Liens
|
Schedule 3.15
|
Jointly-Owned Assets
|
Schedule 3.17
|
Wholesale Power Contracts
|
Schedule 6.05(a)
|
Investments
|
Schedule 6.07
|
Restrictive Agreements
|
Exhibits:
|
|
Exhibit A
|
Form of Assignment and Assumption Agreement
|
Exhibit B-1
|
Form of Initial Borrowing Request
|
Exhibit B-2
|
Form of Borrowing Request
|
Exhibit C
|
Form of Interest Election Request
|
Exhibit D
|
Form of Note
|
Exhibit E
|
Form of Solvency Certificate
|
Exhibit F-1
|
Form of Legal Opinion of Borrower’s Special Counsel
|
Exhibit F-2
|
Form of Legal Opinion of Borrower’s In House Counsel
|
Exhibit G
|
Form of Compliance Certificate
|
Exhibit H
|
Form of New Indenture
|
S&P
|
Moody's
|
Fitch
|
LIBO Margin
|
Facility Fee
|
≥A+
|
≥A1
|
≥ A+
|
100.0 Bps
|
20.0 Bps
|
A
|
A2
|
A
|
125.0 Bps
|
22.5 Bps
|
A-
|
A3
|
A-
|
150.0 Bps
|
25.0 Bps
|
BBB+
|
Baa1
|
BBB+
|
175.0 Bps
|
27.5 Bps
|
BBB
|
Baa2
|
BBB
|
200.0 Bps
|
35.0 Bps
|
<BBB
|
<Baa2
|
<BBB
|
250.0 Bps
|
50.0 Bps
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
||
By:
|
/s/ Bradley W. Evans
|
|
Name: Bradley W. Evans
|
||
Title: Chief Executive Officer
|
||
By:
|
/s/ Michael R. Cunningham
|
|
Name: Michael R. Cunningham
|
||
Title: Chief Financial Officer
|
LENDERS: | ||
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, individually, as Lender and as Administrative Agent
|
||
By:
|
/s/ Marianne L. Dusold
|
|
Name: Marianne L. Dusold
|
||
Title: Assistant Secretary Treasurer
|
KEYBANK NATAIONAL ASSOCIATION, as Lender
|
||
By:
|
/s/ Chris Horton
|
|
Name: Chris Horton
|
||
Title: Vice President
|
BANK OF AMERICA, N.A., as Lender
|
||
By:
|
/s/ Gordon H. Gray
|
|
Name: Gordon H. Gray
|
||
Title: Senior Vice President
|
JPMORGAN CHASE BANK, N.A., as Lender
|
||
By:
|
/s/ Heather Talbott
|
|
Name: Heather Talbott
|
||
Title: Executive Director
|
BANK OF MONTREAL, as Lender
|
||
By:
|
/s/ Brian L. Banke
|
|
Name: Brian L. Banke
|
||
Title: Director
|
GOLDMAN SACHS BANK USA, as Lender
|
||
By:
|
/s/ Mark Walton
|
|
Name: Mark Walton
|
||
Title: Authorized Signatory
|
BANK OF TAIWAN, LOS ANGELES BRANCH, as Lender
|
||
By:
|
/s/ Spencer Tsao
|
|
Name: Spencer Tsao
|
||
Title: AVP & Deputy General Manager
|
COBANK, ACB, as Lender
|
||
By:
|
/s/ C. Brock Taylor
|
|
Name: C. Brock Taylor
|
||
Title: Vice President
|
CHANG HWA COMMERCIAL BANK, LTD., LOS ANGELES BRANCH, as Lender
|
||
By:
|
/s/ Beverley Chen
|
|
Name: Beverley Chen
|
||
Title: VP & General Manager
|
Name of Lender
|
Commitment
Amount
|
Applicable
Percentage
|
National Rural Utilities Cooperative Finance Corporation
|
$65,000,000.00
|
21.65%
|
KeyBank National Association
|
$50,000,000.00
|
16.67%
|
Bank of America, N.A.
|
$50,000,000.00
|
16.67%
|
JPMorgan Chase Bank, N.A.
|
$35,000,000.00
|
11.67%
|
Bank of Montreal
|
$25,000,000.00
|
8.33%
|
Goldman Sachs Bank USA
|
$20,000,000.00
|
6.67%
|
Bank of Taiwan, Los Angeles Branch
|
$20,000,000.00
|
6.67%
|
CoBank, ACB
|
$20,000,000.00
|
6.67%
|
Chang Hwa Commercial Bank, Ltd., Los Angeles Branch
|
$15,000,000.00
|
5.00%
|
Total
|
$300,000,000.00
|
100.00%
|
Schedule 3.14(a)
|
Existing Indebtedness
|
Balance
|
Limit
|
|||||||
Bonds payable
|
$ | 270,000,000 | $ | 270,000,000 | ||||
CoBank Promissory Notes
|
$ | 37,477,845 | $ | 37,477,845 | ||||
Commercial Paper
|
$ | 75,500,000 | 1 | $ | 300,000,000 | |||
National Rural Utilities Cooperative Finance Corporation
|
$ | 0 | $ | 50,000,000 | ||||
(NRUCFC) Line of Credit Agreement
|
Schedule 3.14(b)
|
Existing Liens
|
Schedule 3.15
|
Jointly Owned Assets
|
Share
|
||||
Bradley Lake Hydroelectric Plant1
|
30.4 | % | ||
Eklutna Hydroelectric Power Plant
|
30.0 | % | ||
Southcentral Power Project2
|
70.0 | % |
Schedule 3.17
|
Wholesale Power Contracts
|
|
·
|
Modified Agreement for the Sale and Purchase of Electric Power and Energy by and among Chugach Electric Association, Inc., Matanuska Electric Association, Inc., and Alaska Electric Generation and Transmission Cooperative, Inc. dated April 5, 1989;
|
|
·
|
First Amendment to Modified Agreement for the Sale and Purchase of Electric Power and Energy dated April 5, 1989 by and among Chugach Electric Association, Inc., Matanuska Electric Association, Inc., and Alaska Electric Generation and Transmission Cooperative, Inc. effective February 10, 1995;
|
|
·
|
Second Amendment to Modified Agreement for the Sale and Purchase of Electric Power and Energy dated April 5, 1989 by and among Chugach Electric Association, Inc., Matanuska Electric Association, Inc. and Alaska Electric Generation and Transmission Cooperative, Inc. filed with the Regulatory Commission of Alaska on July 28, 2008;
|
|
·
|
Agreement for Sale of Electric Power and Energy between Chugach Electric Association, Inc., Alaska Electric Generation and Transmission Cooperative, Inc., and Homer Electric Association, Inc., signed by the parties on September 25, 27, and 10, 1985, respectively;
|
|
·
|
2006 Agreement for the Sale and Purchase of Electric Power and Energy between Chugach Electric Association, Inc., and the City of Seward effective February 27, 2007;
|
|
·
|
Amendment No. 1 to the 2006 Agreement for the Sale and Purchase of Electric Power and Energy between Chugach Electric Association, Inc. and the City of Seward effective February 27, 2007.
|
Schedule 6.05(a)
|
Investments
|
National Rural Utilities Cooperative Finance
|
||||
Corporation (NRUCFC) capital term certificates
|
$ | 6,095,980 | ||
National Bank for Cooperatives (CoBank)
|
5,867,555 | |||
NRUCFC
|
46,668 | |||
Other
|
16,621 | |||
Total Investments
|
$ | 12,026,811 |
Schedule 6.07
|
Restrictive Agreements
|
1.
|
Assignor:
|
______________________________
|
2.
|
Assignee1:
|
______________________________
|
3.
|
Borrower(s):
|
Chugach Electric Association, Inc.
|
1
|
Assignee must be an "Eligible Assignee" (See Section 9.04(b)).
|
4.
|
Administrative Agent:
|
National Rural Utilities Cooperative Finance Corporation, as the Administrative Agent under the Credit Agreement.
|
5.
|
Credit Agreement:
|
That certain Credit Agreement, dated as of November [●], 2010, by and among Chugach Electric Association, Inc., as Borrower, the Lenders party thereto, and National Rural Utilities Cooperative Finance Corporation, as Administrative Agent.
|
6.
|
Assigned Interest:
|
Commitment Assigned
|
Aggregate Amount of
Commitment/Loans for all
Lenders
|
Amount of
Commitment/Loans
Assigned2
|
Percentage Assigned of
Commitment/Loans3
|
$
|
$
|
%
|
|
$
|
$
|
%
|
|
$
|
$
|
%
|
7.
|
Trade Date:
|
______________]4
|
2
|
Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
|
3
|
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
|
4
|
To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.
|
Effective Date:
|
_____________ ___, 20___ 5
|
ASSIGNOR
|
||
[NAME OF ASSIGNOR]
|
||
By:
|
||
Name:
|
||
Title:
|
||
ASSIGNEE
|
||
[NAME OF ASSIGNEE]
|
||
By:
|
||
Name:
|
||
Title:
|
5
|
To be inserted by Administrative Agent and shall be the effective date of recordation of transfer in the Register therefore.
|
By
|
||
Name:
|
||
Title:
|
||
[Consented to:]7
|
||
[BORROWER]
|
||
By
|
||
Name:
|
||
Title:
|
6
|
Consent of Administrative Agent is not required for an assignment to a Lender (See Section 9.04(b) of the Credit Agreement).
|
7
|
Borrower’s consent not required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund, or, if a Default or Event of Default has occurred and is continuing, any other assignee (See Section 9.04(b) of the Credit Agreement).
|
![]() |
![]() |
Borrower Name:
|
Chugach Electric Association, Inc.
|
Facility Number:
|
[●]
|
Effective Date of Borrowing:
|
The Borrowing Amount:
|
m LIBO Borrowing
|
m ABR Borrowing
|
o 1-month LIBO
|
o 2-month LIBO
|
|
o 3-month LIBO
|
o 6-month LIBO
|
Bank Name
|
|
City, State
|
|
ABA No
|
|
Account No
|
|
Credit Account Name
|
|
Additional Instructions
|
Signature
|
Date
|
[Name & Title of Authorized Officer of
|
|
Borrower]
|
![]() |
![]() |
Borrower Name:
|
Chugach Electric Association, Inc.
|
Facility Number:
|
[●]
|
Effective Date of Borrowing:
|
The Borrowing Amount:
|
m LIBO Borrowing
|
m ABR Borrowing
|
o 1-month LIBO
|
o 2-month LIBO
|
|
o 3-month LIBO
|
o 6-month LIBO
|
Bank Name
|
|
City, State
|
|
ABA No
|
|
Account No
|
|
Credit Account Name
|
|
Additional Instructions
|
Signature
|
Date
|
[Name & Title of Authorized Officer of
|
|
Borrower]
|
![]() |
![]() |
Borrower Name:
|
Chugach Electric Association, Inc.
|
Loan Number:
|
[●]
|
Original Effective Date of Borrowing:
|
Effective Date of Interest Election:
|
The Amount of Borrowing*:
|
m LIBO Borrowing
|
m ABR Borrowing
|
o 1-month LIBO
|
o 2-month LIBO
|
o 3-month LIBO
|
o 6-month LIBO
|
Signature
|
Date
|
[Name & Title of Authorized Officer of
|
|
Borrower]
|
$[_________]
|
[________], 20[__]
|
New York, New York
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
|||
By
|
|||
Name:
|
|||
Title:
|
CHUGACH ELECTRIC ASSOCIATION, INC.
|
||
By:
|
||
Name:
|
||
Title: Chief Executive Officer
|
||
By:
|
||
Name:
|
||
Title: Chief Financial Officer |
|
1.
|
The Borrower has been duly incorporated and is validly existing and in good standing under the laws of the State of Alaska.
|
|
2.
|
The Borrower has all requisite corporate power and corporate authority to enter into and perform the Relevant Documents, to own its properties and to carry on its business as, to our knowledge, it is now conducted.
|
|
3.
|
The Relevant Documents have been duly authorized by all necessary corporate action (including action by the Borrower’s Members, if necessary) on the part of the Borrower and have been duly executed and delivered on behalf of the Borrower.
|
|
4.
|
Each of the Relevant Documents is a valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights and (ii) to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.
|
|
5.
|
The Loans and all other obligations of the Borrower under the Loan Documents rank pari passu with all other unsecured and unsubordinated Indebtedness of the Borrower.
|
|
6.
|
No governmental consents, approvals, authorizations, registrations, declarations or filings are required for the execution and delivery of the Relevant Documents on behalf of the Borrower or repayment of the Loans, except such as have been obtained or made. No approval of the Regulatory Commission of Alaska or any other Governmental Authority is required for the use of any Credit Extension (including the first Credit Extension).
|
|
7.
|
Neither the execution and delivery of the Relevant Documents on behalf of the Borrower nor the performance by the Borrower of the Relevant Documents (i)conflicts with any provision of the Articles of Incorporation or Bylaws of the Borrower, (ii) violates or breaches any law, rule or regulation (including, without limitation, Regulation T, U, or X of the Board), or any writ, judgment injunction decree or award, or any order of any Governmental Authority, of which we have knowledge, applicable to the Borrower, or (iii) violates or results in a breach or default under the Indenture, any of the Wholesale Power Contracts or Fuel Supply Agreements or any other agreement or instrument identified in the Certificate Relating to Agreements, gives rise to a right thereunder to require any payment to be made by the Borrower, or results in the creation of imposition of any Lien on any asset of the Borrower thereunder.
|
|
8.
|
We do not have knowledge of any action, suit or proceeding against the Borrower that is either pending or has been threatened in writing and that (i) involves any of the Loan Documents or the Transactions, or (ii) if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
|
|
9.
|
The Borrower is not (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, (b) a “natural gas company” as defined in, or subject to regulation under, the Natural Gas Act of 1938 as amended, (c) a “public utility” under and as defined in, or subject to regulation under, the Federal Power Act of 1935, as amended, or (d) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” as such terms are defined in (and under) the Public Utility Holding Company Act of 2005, as amended, or otherwise subject to regulation under the Public Utility Holding Company Act of 2005, as amended.
|
|
A.
|
As noted, the enforceability of the Relevant Documents is subject to the effect of general principles of equity. These principles include, without limitations, concepts of commercial reasonableness, materiality and good faith and fair dealing.
|
|
B.
|
The Administrative Agent and Lenders may not involve penalties for defaults that bear no relation to the damage suffered and we express no opinion as to whether a court would determine whether or not any payment in cash or kind would constitute a penalty.
|
|
C.
|
The enforceability of the Relevant Documents is subject to the effects of (i) Section 1-203 of the New York Uniform Commercial Code (the “UCC”), which imposes an obligation of good faith in the performance or enforcement of a contract, (ii) Section 1-102 of the UCC, which provides that obligations of good faith, diligence, reasonableness and care prescribed by the UCC may not be disclaimed by agreement, although the parties may by agreement determine the standards by which the performance of such obligations is to be measured if those standards are not manifestly unreasonable, and (iii) legal principles under which a court may refuse to enforce, or may limit the enforcement of, a contract or any clause of a contract that a court finds as a matter of law to have been unconscionable at the time it was made.
|
|
D.
|
The effectiveness of indemnities, rights of contribution, exculpatory provisions and waivers of the benefits of statutory provisions may be limited on public policy grounds.
|
|
E.
|
Provisions of the Relevant Documents requiring that waivers must be in writing may not be binding or enforceable if a non-executory oral agreement has been created modifying any such provision or an implied agreement by trade practice or course of conduct has given rise to waiver.
|
|
F.
|
Provisions of any agreement requiring a party to pay another party’s attorneys’ fees and costs in actions to enforce the provisions of such agreement may be construed to entitle the prevailing party in any action, whether or not that party is the specified party, to be awarded its reasonable attorneys’ fees, costs and necessary disbursements.
|
|
G.
|
The enforceability of the Relevant Documents may also be subject to the effect of generally applicable rules of law that limit or affect the enforceability of provisions purporting to permit service by mail.
|
|
1.
|
The Borrower has been duly incorporated and is validly existing and in good standing under the laws of the State of Alaska.
|
|
2.
|
The Borrower has all requisite corporate power and corporate authority to enter into and perform the Relevant Documents, to own its properties and to carry on its business as it is now conducted.
|
|
3.
|
The Relevant Documents have been duly authorized by all necessary corporate action (including action by the Borrower’s Members, if necessary) on the part of the Borrower and have been duly executed and delivered on behalf of the Borrower.
|
|
4.
|
Each of the Relevant Documents is a valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject, as to enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights and (ii) to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.
|
|
5.
|
No governmental consents, approvals, authorizations, registrations, declarations or filings are required for the execution and delivery of the Relevant Documents on behalf of the Borrower or repayment of the Loans, except such as have been obtained or made. No approval of the Regulatory Commission of Alaska or any other Governmental Authority is required for the use of any Credit Extension (including the first Credit Extension).
|
|
6.
|
Neither the execution and delivery of the Relevant Documents on behalf of the Borrower nor the performance by the Borrower of the Relevant Documents (i) conflicts with any provision of the Articles of Incorporation or Bylaws of the Borrower, (ii) violates or breaches any law, rule or regulation, or any writ, judgment injunction decree or award, or any order of any Governmental Authority applicable to the Borrower, or (iii) violates or results in a breach or default under the Indenture, any of the Wholesale Power Contracts or Fuel Supply Agreements, gives rise to a right thereunder to require any payment to be made by the Borrower, or results in the creation of imposition of any Lien on any asset of the Borrower thereunder.
|
|
7.
|
There is no action, suit or proceeding against the Borrower that is either pending or that, to my knowledge, has been threatened in writing and that (i) involves any of the Loan Documents or the Transactions, or (ii) if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
|
|
A.
|
As noted, the enforceability of the Relevant Documents is subject to the effect of general principles of equity. These principles include, without limitations, concepts of commercial reasonableness, materiality and good faith and fair dealing.
|
|
B.
|
The Administrative Agent and Lenders may not involve penalties for defaults that bear no relation to the damage suffered and we express no opinion as to whether a court would determine whether or not any payment in cash or kind would constitute a penalty.
|
|
C.
|
The enforceability of the Relevant Documents is subject to the effects of (i) Section 1-203 of the Alaska Uniform Commercial Code (the “UCC”), which imposes an obligation of good faith in the performance or enforcement of a contract, (ii) Section 1-102 of the UCC, which provides that obligations of good faith, diligence, reasonableness and care prescribed by the UCC may not be disclaimed by agreement, although the parties may by agreement determine the standards by which the performance of such obligations is to be measured if those standards are not manifestly unreasonable, and (iii) legal principles under which a court may refuse to enforce, or may limit the enforcement of, a contract or any clause of a contract that a court finds as a matter of law to have been unconscionable at the time it was made.
|
|
D.
|
The effectiveness of indemnities, rights of contribution, exculpatory provisions and waivers of the benefits of statutory provisions may be limited on public policy grounds.
|
|
E.
|
Provisions of the Relevant Documents requiring that waivers must be in writing may not be binding or enforceable if a non-executory oral agreement has been created modifying any such provision or an implied agreement by trade practice or course of conduct has given rise to waiver.
|
|
F.
|
Provisions of any agreement requiring a party to pay another party’s attorneys’ fees and costs in actions to enforce the provisions of such agreement may be construed to entitle the prevailing party in any action, whether or not that party is the specified party, to be awarded its reasonable attorneys’ fees, costs and necessary disbursements.
|
|
G.
|
The enforceability of the Relevant Documents may also be subject to the effect of generally applicable rules of law that limit or affect the enforceability of provisions purporting to permit service by mail.
|
Very truly yours,
|
|
Mark K. Johnson
|
|
General Counsel
|
8
|
Parenthetical to be included only if Borrower is an SEC reporting company.
|
By:
|
||
Name:
|
||
Title: Chief Executive Officer
|
By:
|
||
Name:
|
||
Title: Chief Financial Officer
|
9
|
Please indicate whether a change in GAAP has occurred.
|
1.1
|
The parties to this contract are ENSTAR Natural Gas Company, a division of SEMCO Energy, Inc. (“Company”) and Chugach Electric Association, Inc. (“Customer”).
|
2.1
|
Term
|
3.1
|
Transportation of Gas
|
3.2
|
Price
|
3.3
|
Period I Services
|
3.3.1
|
During Period 1, the Company will use commercially reasonable efforts to provide transportation services to the Customer up to the Contracted Peak Demand. However, the Company will not incur transportation fees to support this Special Contract except when such transportation fees are reimbursable by the Customer, as provided for in Article 3.2. The Company is not required to curtail services to other firm service customers to provide transportation services under this Special Contract.
|
|
Exhibit B is a pressure table that describes the possible delivery volumes at the range of pressures that are anticipated after Customer completes re-piping at Beluga Power Plant. Customer must complete re-piping at the Beluga Power Plant to accommodate the delivery pressures that may vary between 450 pounds per square inch (psi) and 850 psi. Customer acknowledges that its failure to complete the necessary re-piping work will limit its ability to accept gas with a pressure of less than 725 psi. If Customer does not complete the re-piping, gas will be delivered at a minimum of 725 psi from the ENSTAR/APC pipeline. The Customer accepts responsibility for timely completing the necessary re-piping work.
|
3.3.2
|
If the Company is unable to deliver the Contracted Peak Demand, the Customer agrees to waive reimbursement from the Company for any Interruption Expense it might incur as defined by the Company’s Tariff Section 1205 (Interruption Cost) for Period I. The pricing agreed to in this Special Contract, which covers the full period of the agreement (Periods I and II), is structured with a price discount to acknowledge Limited Firm Transportation Service provided by the Company during Period I.
|
3.3.3
|
The Company will not be responsible for any damages the Customer may incur as the result of the Company’s inability to meet the Contracted Peak Demand during Period I – Limited Firm Transportation Service, including reimbursement for any Interruption Costs as specified in Article 3.3.2 above.
|
3.3.4
|
The Company and the Customer will work together to utilize the steps defined in the 2009 Gas Emergency Agreement Letter to maintain adequate transmission and distribution pressures in the Company’s transportation system during any gas supply emergency.
|
3.3.5
|
If the Customer incurs Interruption Expense as a result of curtailment or interruption of any or all of the transportation of the Contracted Peak Demand during Period I, it is not entitled to reimbursement of those Interruption Expenses by the Company. This Special Contract does not affect the Customer’s right for reimbursement if the Customer incurs Interruption Expenses for events unrelated to curtailment or interruption of the transportation of the Contracted Peak Demand. Examples of events that could cause interruption or curtailment are presented in Exhibit C.
|
3.4
|
Nominations and Balancing
|
3.4.1
|
Nominations shall be provided to ENSTAR Gas Control in writing and confirmed with ENSTAR Gas Control before gas flows. The Customer agrees to provide the initial transportation nominations by 12:00 PM (noon) each day prior to requesting transportation service. The customer will nominate gas into the ENSTAR system on a daily basis using four (4) standard nomination periods in a day (24 hour period starting at 12:00 AM through 11:59 PM (midnight)):
|
|
a. 12:00 AM to 6:00 AM
|
3.4.2
|
Customer will comply with Daily balancing tolerances per the Tariff. The Customer will schedule daily gas balance accrual settlement on a weekly basis.
|
3.4.3
|
Customer acknowledges that events outside the control of the Company may limit the Company’s ability to transport natural gas. These events include: Cold Weather, either severe cold or continuously cold temperatures which may reduce the Company’s line pressures; and restricted supplies of natural gas available from west side producers. The Company will communicate with the Customer to provide reasonable notification of possible transportation constraints. In the event of transportation constraints under this article, to the extent possible, the Company will reduce transportation services gradually. The Company will notify Customer as soon as it is aware of an impending delivery constraint, and will endeavor to avoid sudden or instantaneous restrictions of gas to the Beluga Power Plant.
|
|
a.
|
Interconnection of the KNPL – APC Kenai pipelines: Station K681, Meter
|
|
Attention:
|
Cook Inlet Marketing
|
|
Telephone:
|
(907) 265-1605
|
|
Facsimile:
|
(918) 662-6895
|
|
E-mail:
|
von.l.hutchins@conocophillips.com
|
|
b.
|
Interconnection of the Beluga River Unit – APC Beluga pipelines: Station
|
|
Attention:
|
Cook Inlet Marketing
|
|
Telephone:
|
(907) 265-1605
|
|
Facsimile:
|
(918) 662-6895
|
|
E-mail:
|
von.l.hutchins@conocophillips.com
|
|
Attention:
|
Gas Control
|
|
Cc:
|
Commercial Manager
|
|
Telephone:
|
(907) 283-2552
|
|
Facsimile:
|
(907) 263-7847
|
|
E-mail:
|
MCBUAKGC@chevron.com
|
|
Cc:
|
orrga@chevron.com
|
|
a.
|
Interconnection of the KNPL – APC Kenai pipelines: Station K681, Meter
|
|
Attention:
|
Cook Inlet Marketing
|
|
Telephone:
|
(907) 265-1605
|
|
Facsimile:
|
(918) 662-6895
|
|
E-mail:
|
von.l.hutchins@conocophillips.com
|
|
Attention:
|
Gas Supply and Transportation Representative
|
|
Telephone:
|
(907) 283-1308
|
|
Facsimile:
|
(907) 283-6175
|
|
E-mail:
|
fwbassetti@marathonoil.com
|
|
b.
|
Interconnection of the KKPL – APC Kenai pipelines: Station K680, Meter
|
|
Attention:
|
Gas Supply and Transportation Representative
|
|
Telephone:
|
(907) 283-1308
|
|
Facsimile:
|
(907) 283-6175
|
|
E-mail:
|
fwbassetti@marathonoil.com
|
5.1
|
Tariff
|
5.2
|
Balancing
|
5.3
|
The Company's Tariff
|
6.1
|
RCA Approval
|
6.2
|
Termination Due to Form of RCA Approval or Amendment
|
|
For Transportation Nominations from the Customer, Scheduling and Day to Day Operations:
|
|
Telephone:
|
907 334-7788
|
|
Facsimile:
|
907 334-7779
|
|
E-mail:
|
EnstarGasControl@enstarnaturalgas.com
|
|
Telephone:
|
907 334-7628
|
|
Facsimile:
|
907 272-3403
|
|
E-mail:
|
natalia.nelson@enstarnaturalgas.com
|
|
Attention:
|
Manager, Gas Supply &
|
Address: Physical:
|
3000 Spenard Road
|
|
Mailing:
|
P. O. Box 190288
|
|
Telephone:
|
(907) 334-7756
|
|
Facsimile:
|
(907) 334-7671
|
|
E-mail:
|
Mark.Slaughter@enstarnaturalgas.com
|
|
Attention:
|
Director System Control
|
|
cc:
|
Manager, Fuel Supply
|
Address: Physical:
|
5601 Electron Drive
|
|
Mailing:
|
P.O. Box 196300
|
|
Telephone:
|
(907) 762-4779
|
|
Facsimile:
|
(907) 762-4792
|
|
E-mail:
|
burke_wick@chugachelectric.com
|
|
Attention:
|
Director System Control
|
Address: Physical:
|
5601 Electron Drive
|
|
Anchorage, AK 99518
|
|
Mailing:
|
P.O. Box 196300
|
|
Anchorage, AK 99519
|
|
Telephone:
|
(907) 762-4779
|
|
Facsimile:
|
(907) 762-4792
|
|
E-mail:
|
burke_wick@chugachelectric.com
|
|
Attention:
|
Director System Control
|
Address: Physical:
|
5601 Electron Drive
|
|
Mailing:
|
P.O. Box 196300
|
|
Telephone:
|
(907) 762-4779
|
|
Facsimile:
|
(907) 762-4792
|
|
E-mail:
|
burke_wick@chugachelectric.com
|
8.1
|
Indemnification
|
8.2
|
Limit of Obligation
|
8.3
|
Gas Availability
|
9.1
|
Binding Upon Successors
|
9.2
|
Special Contract Not to be Construed Against Either Party as Drafter
|
9.3
|
Entire Agreement
|
9.4
|
Headings
|
9.6
|
No Intended Third-Party Beneficiary
|
Chugach Electric Association, Inc.
|
||
By:
|
/s/ Bradley W. Evans
|
|
Title:
|
CEO
|
|
Date:
|
October 15, 2010
|
|
ENSTAR Natural Gas Company, a Division of SEMCO Energy, Inc.
|
||
By:
|
/s/ Colleen Starring
|
|
Title:
|
President
|
|
Date:
|
Oct. 15, 2010
|
Beluga Pressure (PSI)
|
CEA Delivery (Mcf/d)
|
|
600
|
20,000
|
|
575
|
15,000
|
|
550
|
10,000
|
|
525
|
5,000
|
|
500
|
0
|
|
1.
|
Cold weather
|
|
a.
|
Severe cold (typified by loss of line pressure for 3 to 5 days).
|
|
i.
|
APC line pressure indicators.
|
|
b.
|
Continuous cold (typified by loss of line pressure over time (5 to 7 days)).
|
|
i.
|
APC line pressure indicators.
|
|
2.
|
Restricted west side supply
|
|
a.
|
Low field production from west side suppliers.
|
1.
|
I have reviewed this annual report on Form 10-K of Chugach Electric Association, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Chugach as of, and for, the periods presented in this report;
|
4.
|
Chugach’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Chugach and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of Chugach’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in our internal control over financial reporting that occurred during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting; and
|
5.
|
The other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to our auditors and the audit committee of our Board of Directors:
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect our ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in our internal control over financial reporting.
|
Date: March 28, 2011
|
/s/ Bradley W. Evans
|
Bradley W. Evans
|
|
Chief Executive Officer
|
|
Principal Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Chugach Electric Association, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Chugach as of, and for, the periods presented in this report;
|
4.
|
Chugach’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Chugach and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of Chugach’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in our internal control over financial reporting that occurred during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting; and
|
5.
|
The other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to our auditors and the audit committee of our Board of Directors:
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect our ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in our internal control over financial reporting.
|
Date: March 28, 2011
|
/s/ Michael R. Cunningham
|
Michael R. Cunningham
|
|
Chief Financial Officer
|
|
Principal Financial Officer
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
|
Date: March 28, 2011
|
/s/ Bradley W. Evans
|
Bradley W. Evans
|
|
Chief Executive Officer
|
|
Principal Executive Officer
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
|
Date: March 28, 2011
|
/s/ Michael R. Cunningham
|
Michael R. Cunningham
|
|
Chief Financial Officer
|
|
Principal Financial Officer
|