Credit Agreement between the Registrant and National Rural Utilities Cooperative Finance Corporation dated October 10, 2008

                     (a)          within one hundred five (105) days after the end of each fiscal year of the Borrower beginning with the fiscal year ending on December 31, 2008, the audited balance sheet and related statements of operations, owners’ equity and cash flows of the Borrower as of the end of and such year, setting forth, in each case, in comparative form the figures for the previous fiscal year and, if applicable, the previous fiscal quarter, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAP consistently applied;

                     (b)          within fifty (50) days after the end of each of the first three fiscal quarters of each fiscal year of the ‘Borrower, the balance sheet and related statements of operations, owners’ equity and cash flows of the Borrower as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by the Chief Executive Officer and the Chief Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

                       (c)          (1) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of the Chief Executive Officer and the Chief Financial Officer, substantially in the form of Exhibit G, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.08 and (iii) to the extent not otherwise stated in such financial statements or in financial statements previously delivered to the Administrative Agent, stating whether any change in GAAP or in the application thereof has occurred since the date of the first financial statements referred to in Section 5.01 (a) and (b) above and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

                     (d)          concurrently with any delivery of financial statements under clause (a) of this Section, (i) a statement of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines) and (ii) to the extent any Wholesale Power Contracts then in effect have not been filed as exhibits to reports filed by the Company with the SEC, a certificate of a Responsible Officer setting forth a complete and correct list of such Wholesale Power Contracts then in effect;

                     (e)          concurrently with the delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Responsible Officer setting forth a complete and correct list of the following items to the extent not set forth in reports filed by the Company with the SEC: (i) each agreement, lease, deed of trust, mortgage, credit agreement, loan agreement, indenture, purchase agreement, Guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or Guarantee by, the Borrower outstanding on the date of any such financial statements the aggregate

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principal or face amount of which equals or exceeds (or may equal or exceed) $1,000,000, and the aggregate principal or face amount outstanding or that may become outstanding under each such agreement, lease, deed of trust, mortgage, credit agreement, loan agreement, indenture, purchase agreement, Guarantee, letter of credit or other arrangement and (ii) each Lien securing Indebtedness of any Person outstanding on the date of any such financial statement the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $1,000,000 and covering any property of the Borrower, and the aggregate Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien;

                    (f)          except for tax returns, promptly after the same become publicly available, copies of all material periodic and other reports and other material documents or materials filed by the Borrower with the SEC, FERC, the RCA or any other Governmental Authorities or distributed by the Borrower to its owners generally, as the case may be, and promptly following any request therefor by any Lender (through the Administrative Agent), copies of all periodic and other reports and other materials filed by the Borrower with any applicable Governmental Authority;

                    (g)          (i) concurrently with the delivery thereof to any holder of obligations under the Indenture, or to any trustee, agent or representative therefor, copies of all notices and reports delivered by Borrower pursuant to the terms of documentation governing the obligations under the Indenture, (ii) promptly upon receipt thereof, copies of any notices relating to the Indenture received from any holder of obligations under the Indenture, or any trustee, agent or representative therefor; and (iii) promptly upon the execution thereof, copies of any supplements, amendments or other modifications or agreements with respect to the Indenture; and

                    (h)          promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request.

                    Section 5.02          Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

                    (a)          (i) the occurrence of any Default, (ii) the occurrence or existence of any event or circumstance that foreseeably will become a Default, and (iii) the occurrence or existence of any event or circumstance that would cause the condition to Borrowing set forth in subsection 4.02(a) not to be satisfied if a Borrowing were requested on or after the date of such event or circumstance;

                    (b)          the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that, (i) if adversely determined, could reasonably be expected to result in a Material Adverse Effect, or (ii) in which the relief sought is an injunction or other stay of the performance of this Agreement or any other Loan Document;

                    (c)          the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower in an aggregate amount exceeding $5,000,000;

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                    (d)          the existence or assertion of any Environmental Claim by any Person against, or with respect to the activities of, the Borrower and any alleged violation of or liability under any Environmental Laws that, if adversely determined, could (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect;

                    (e)          any modification or supplement to a Wholesale Power Contract that will result in a change thereto that is or could reasonably be expected to be materially adverse to the Borrower or otherwise have a Material Adverse Effect;

                    (f)          the commencement of any proceeding by or before any Governmental Authority seeking the cancellation, termination (including by means of non-renewal), limitation, adverse modification or adverse conditioning of any Authorization; and

                    (g)          any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

                    Section 5.03          Existence; Conduct of Business. The Borrower will do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence, (b) the Authorizations, and (c) all the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

                    Section 5.04          Payment of Obligations (including Taxes). The Borrower will pay its material Indebtedness (including, without limitation, all Material Indebtedness), any federal income Tax and all other material Tax liabilities, and all other material obligations, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (c) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

                    Section 5.05          Maintenance of Properties; Insurance. (a) The Borrower will cause all of its properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its business and not disadvantageous in any respect to the Lenders.

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                    (b)          The Borrower will at all times keep all its property of an insurable nature and of the character usually insured by companies operating the same or similar properties, insured in amounts usually and customarily carried, and against loss or damage from such causes as are customarily insured against, by similar companies, but in any event, Borrower will maintain insurance in accordance with the requirements of the Indenture. All such insurance shall be effected with financially sound and reputable insurance carriers.

                    Section 5.06          Books and Records; Inspection Rights. The Borrower will keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

                    Section 5.07          Compliance with Laws and Agreements. The Borrower will comply with all laws, rules, regulations, writs, judgments, decrees, awards and orders, including Environmental Laws and ERISA, of any Governmental Authority applicable to it or its property, including the payment of any fees required by any Governmental Authority, with all reporting and accounting requirements and with all indentures, leases, loan agreements, deeds of trust, agreements and other instruments binding upon it or its property (for the avoidance of doubt, nothing in this Section 5.07 or elsewhere in this Agreement shall prohibit the Borrower from entering into any supplements or amendments to the Indenture), where the failure to comply could reasonably be expected to have a Material Adverse Effect.

                    Section 5.08          Use of Proceeds. Extensions of credit hereunder shall be used solely as a liquidity facility to support the issuance by the Borrower of commercial paper only in the event of a disruption in the commercial paper market that prohibits the Borrower from rolling over or renewing its relevant outstanding commercial paper but not as a result of changes in prices or pricing of commercial paper generally or of the Borrower in particular; provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any such proceeds. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Margin Regulations or other laws.

                    Section 5.09          Identification of Parties. The Borrower will comply with all requests by or on behalf of the Lenders, or any of them, for information concerning the identification of the Borrower, including, without limitation, its corporate organization, place or places of business, operations and registration or qualification to do business in any place, senior management, and principal ownership, for purposes of complying with the Bank Secrecy Act, P.L. 97 258 (September 13,1982), as amended, and all regulations adopted thereunder and the Patriot Act, and for information concerning the use or destination of the proceeds of the Loans, for purposes of complying with the Trading With the Enemy Act of 1917, ch. 106, 40 Stat. 411 (October 6, 1917), as amended, and all regulations adopted and executive orders issued thereunder.

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                    Section 5.10 Ranking. The Borrower will cause the Loans and all other obligations of the Borrower under the Loan Documents at all times to rank pari passu with all other senior unsecured and unsubordinated Indebtedness of the Borrower.

                    Section 5.11 Maintenance of Credit Ratings. The Borrower shall (i) prior to its initial issuance of any commercial paper obtain, and thereafter at all times maintain, a commercial paper rating from any two of S&P, Moody’s and Fitch, and (ii) at all times maintain any two of (x) an issuer credit rating from S&P, (y) a senior unsecured long-term debt rating from Moody’s and (z) a long-term senior debt rating from Fitch.

ARTICLE VI

NEGATIVE COVENANTS; FINANCIAL COVENANTS

                    Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:

                    Section 6.01          Indebtedness. The Borrower will not create, incur, assume or permit to exist any Indebtedness, except:

                    (a)          Indebtedness of the Borrower created hereunder;

                    (b)          any Indebtedness of the Borrower issued and incurred under the Indenture;

                    (c)          Indebtedness incurred pursuant to the Borrower’s commercial paper program for which this Agreement acts as a liquidity facility, in an aggregate amount not to exceed $300,000,000 at any time outstanding;

                    (d)          Indebtedness of the Borrower incurred to finance the required purchase by the Borrower of CFC Capital Term Certificates;

                    (e)          Indebtedness (other than the Indebtedness referred to in clauses (a), (b), (c), or (d) of this Section 6.01) in an aggregate amount not to exceed $100,000,000 at any time outstanding; provided, that in the event the Borrower enters into any additional commercial paper programs supported by any additional unsecured liquidity credit facilities (and not this Agreement), then in calculating unsecured Indebtedness permitted by this clause (d) of this Section 6.01, the Borrower may only count the aggregate amount outstanding under either such additional commercial paper programs or such additional unsecured liquidity credit facilities, but not both; or

                    (f)          Existing Indebtedness outstanding on the date of this Agreement and listed in Schedule 3.14(a) as of the date of this Agreement, including any extension, renewal or refinancing thereof; provided that such extended, renewed or refinanced Indebtedness is in a principal amount no greater than the Indebtedness being extended, renewed or repaid (excluding fees, including any consent fees, payable in connection with the issuance of any extension, renewal or repaid Indebtedness), and has a final maturity that is at least equal to or longer than and an

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average life that is at least equal to or greater than the Indebtedness being extended, renewed or repaid.

                    Section 6.02          Security Interests. The Borrower will not create, assume or suffer to exist any Security Interest (as defined below) on any property or assets now owned or hereafter acquired by the Borrower without equally and ratably securing all of the obligations of the Borrower to the Lenders under the Loan Documents (including the Loans), except Security Interests securing amounts not to exceed in the aggregate $5,000,000 at any one time outstanding. As used in this Section 6.02, the term “Security Interest” with respect to any property as assets means any mortgage, lien, pledge, charge, security interest or other encumbrance of any kind in respect of such property or assets (other than a lien or security interest arising by operation of law) securing repayment of borrowed money or the obligation to pay the deferred purchase price for property or services (but excluding, in any case, any sale and leaseback agreement or other similar agreement).

                    Section 6.03          Fundamental Changes; No Subsidiaries.

                    (a)          The Borrower will not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Borrower will not acquire any business or property or assets from, or capital stock of, or be a party to any acquisition of, any Person or otherwise except for (i) purchases of inventory and other property to be sold or used in the ordinary course of business (including any use of the proceeds of any Indebtedness incurred by the Borrower pursuant to Section 6.01(b) or Section 6.01(c)) and (ii) Investments permitted under Section 6.05(f). The Borrower will not convey, sell, lease (as lessor), transfer or otherwise dispose of, in one transaction or a series of transactions, any part of its business, property or assets, whether now owned or hereafter acquired (including the receivables and leasehold interests, but excluding (v) Casualty Events, (w) unimproved parcels of real property not being used for the Borrower’s business, (x) obsolete or worn-out property, tools or equipment no longer used or useful in its business so long as the amount thereof sold in any single fiscal year by the Borrower shall not have a fair market value in excess of $5,000,000, (y) any inventory or other property sold or disposed of in the ordinary course of business and on usual and customary business terms and (z) other property sold or disposed of so long as the amount thereof sold or otherwise disposed of in any single fiscal year of the Borrower shall not have a fair market value in excess of $10,000,000.

                    (b)          The Borrower shall not, and shall not cause to, establish, create or maintain any Subsidiary of the Borrower.

                    Section 6.04          Lines of Business. The Borrower will not engage to any material extent in any business other than the business of providing electric power and energy to its Members as described in the CIM.

                    Section 6.05          Investments. The Borrower will not make or permit to remain outstanding any Investments except:

                    (a)           Investments outstanding on the date hereof and set forth on Schedule 6.05(a);

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                    (b)          operating deposit accounts with banks;

                    (c)          Permitted Investments (including the purchase or other acquisition by the Borrower of CFC Capital Term Certificates and of CoBank Equity Interests);

                    (d)          Hedging Agreements entered into in the ordinary course of the Borrower’s business and not for speculative purposes;

                    (e)          Investments consisting of security deposits or payment or performance bonds made in the ordinary course of business; and

                    (f)          additional Investments up to but not exceeding $10,000,000 in the aggregate.

                    Section 6.06          Transactions with Affiliates. The Borrower will not sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except transactions in the ordinary course of business at prices and on terms and conditions that are, in the aggregate, not less favorable to the Borrower than would reasonably be obtained on an arm’s-length basis from unrelated third parties.

                    Section 6.07          Restrictive Agreements. The Borrower will not directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of the Borrower to create, incur or permit to exist any Lien upon any of its property or assets; provided that this Section 6.07 shall not apply to:

	(i)          restrictions and conditions imposed by law or by the Loan Documents;
	(ii)         restrictions and conditions existing on the date hereof identified on Schedule 6.07 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition);
	(iii)         restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; and
	(iv)          customary provisions in leases and other contracts restricting the assignment thereof.

                    Section 6.08          Certain Financial Covenants.

                    (a)          Margins for Interest. The Borrower shall maintain a minimum Margins for Interest of at least 1.10 times Interest Charges for each fiscal year, calculated using the average Margins for Interest of the two best years out of the three fiscal years then most recently ended (commencing with the Borrower’s fiscal year ended December 31, 2008).

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                     (b)          Margins and Equities. The Borrower shall maintain a minimum Consolidated Margins and Equities of $100,000,000, excluding any unrealized gain or loss on any Hedging Agreement, tested at the end of each fiscal quarter and at fiscal year end of the Borrower.

                    Section 6.09          Certain Documents; Accounting Changes.

                    (a)          Corporate Documents. The Borrower will not consent to any modification, supplement or waiver of any of the provisions of its charter, bylaws or any other constituent document of the Borrower that would have an adverse effect on the rights of the Administrative Agent or the Lenders under the Loan Documents without the prior consent of the Administrative Agent (with the approval of the Required Lenders).

                    (b)          Wholesale Power Contracts. The Borrower will not terminate early, and will not consent to the early termination of, any one or more Wholesale Power Contracts that, individually or in the aggregate, represent 20% or more of the Borrower’s revenue base.

                    (c)          Accounting Changes. The Borrower shall not make or permit any change in (i) accounting policies or reporting practices, except as required by applicable law or as otherwise in compliance with generally accepted accounting principles, or (ii) the last day of its fiscal year from December 31, or the last days of the first three fiscal quarters in each of its fiscal years from March 31, June 30, and September 30, respectively.

ARTICLE VII

EVENTS OF DEFAULT; REMEDIES

                     Section 7.01          Events of Default.

                    Subject to the proviso at the end of this Section 7.01, any of the following shall constitute an event of default hereunder and under the other Loan Documents (each, an “Event of Default”):

                    (a)          the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

                    (b)          the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) or (d) of this Section 7.01) payable under this Agreement or under any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) or more Business Days;

                    (c)          any representation or warranty made or deemed made by or on behalf of the Borrower in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document prepared or furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made;

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                    (d)          the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 2.09(b), 5.01, 5.02, 5.03 (with respect to the Borrower’s existence) or 5.08, or in ARTICLE VI;

                    (e)          the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Section 7.01) or any other Loan Document and such failure shall continue unremedied for a period of thirty (30) or more days after the earlier of (i) a Responsible Officer becoming aware thereof and (ii) receipt by Borrower of notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower;

                    (f)          the Borrower shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable beyond any applicable grace period;

                    (g)         any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof (other than by (x) a regularly scheduled prepayment or redemption or (y) mandatory prepayments or redemptions required by the terms of any such Material Indebtedness upon the disposition of assets, the issuance of equity or additional indebtedness or a Casualty Event) prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

                    (h)         an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for a period of sixty (60) or more days or an order or decree approving or ordering any of the foregoing shall be entered;

                    (i)          the Borrower shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Section 7.01, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

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                    (j)           the Borrower shall become unable to pay its debts as they become due, generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally;

                    (k)          one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against the Borrower or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower to enforce any such judgment;

                    (l)          any non-monetary judgment or order shall be rendered against the Borrower that could reasonably be expected to have a Material Adverse Effect, and there shall be a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

                    (m)          an ERISA Event shall have occurred that, in the reasonable opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Borrower incurring liability or an obligation in excess of $10,000,000;

                    (n)          any Loan Document shall at any time for any reason cease to be valid and binding or in full force and effect (other than upon expiration in accordance with the terms thereof), or performance of any material obligation thereunder shall become unlawful, or the Borrower shall so assert or contest the validity or enforceability thereof;

                    (o)          any one or more Members of the Borrower shall default in the performance of any payment obligations under its or their Wholesale Power Contracts where the aggregate principal amount of such default or defaults exceeds $10,000,000;

                    (p)          any one or more Members of the Borrower shall obtain any judgment, ruling or other order (whether or not such judgment, ruling or other order is final, appealable or subject to appeal) from any judicial, arbitral or regulatory authority providing as a remedy the declaration of the unenforceability or the material adverse modification of its or their Wholesale Power Contracts which, individually or in the aggregate, represent more than 20% of the Borrower’s revenue base (unless the effectiveness of such judgment, ruling or other order is stayed or otherwise suspended to the satisfaction of the Required Lenders in their reasonable discretion); provided, that while any such judicial, arbitral or regulatory proceeding is pending but before any judgment, ruling or other order is rendered with respect thereto, if any such challenging Member or Members is in default of any payment obligation or any other material obligation meeting the condition described in Subsection 7.01(o), such default shall constitute an Event of Default under this Section 7.01(p) regardless of the outcome of the related proceeding;

                    (q)          a Change in Control shall occur;

provided, however, that if no Loan is outstanding at the time any event or circumstance specified in paragraphs (c), (d), (e), (f), (g), (l), and (m) of this Section 7.01 shall occur or arise, then any such event or circumstance shall not be deemed an Event of Default, but the Administrative Agent

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shall, at the request of, or may, with the consent of, the Required Lenders, declare the Commitment of each Bank to make Loans to be terminated, whereupon such Commitments shall forthwith be terminated and the Borrower shall promptly pay to the Administrative Agent all accrued but unpaid amounts then outstanding under this Agreement or under any other Loan Document; provided further, however, that:

	(i)          the Borrower shall promptly notify the Administrative Agent and each Lender of any such event or circumstance, and
	(ii)          the obligation of each Lender to make any Loan hereunder shall be immediately suspended for so long as any such event or circumstance shall continue to exist.

                    Section 7.02          Remedies. If any Event of Default occurs (other than an Event of Default with respect to the Borrower described in clause (h) or (i) of Section 7.01), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any one or more of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and (iii) exercise the rights and remedies contemplated by any one or more of the Loan Documents or by applicable law or equity; and in case of any event with respect to the Borrower described in clause (h) or (i) of Section 7.01, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under the other Loan Documents shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

                    Section 8.01         Appointment. Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

                    Section 8.02          Administrative Agent in its Individual Capacity. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to

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and generally engage in any kind of business with the Borrower or any Affiliate thereof as if it were not the Administrative Agent hereunder.

                    Section 8.03          Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or all Lenders where unanimity is required or in the absence of its own gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction.

                    Section 8.04          Notice of Default. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in ARTICLE IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

                    Section 8.05          Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

                    Section 8.06          Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to

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any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

                    Section 8.07          Successor Administrative Agent. The Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders with the consent of the Borrower (which shall not be unreasonably withheld or delayed) shall have the right to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and (2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

                    Section 8.08         Non-Reliance on Administrative Agent and other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

                    Section 8.09          Loan Document Amendments. Except as otherwise provided in Section 9.02(b) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any amendment modification or waiver under any of the Loan Documents.

                    Section 8.10          Indemnification.

                    (a)          Each Lender severally agrees to indemnify the Administrative Agent (to the extent not promptly reimbursed by the Borrower) from and against such Lender’s Applicable Percentage of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on,

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incurred by, or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 9.03, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this ARTICLE VIII applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person.

                    (b)          The failure of any Lender to reimburse the Administrative Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Administrative Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Administrative Agent for such other Lender’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this ARTICLE VIII shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.

ARTICLE IX

MISCELLANEOUS

                    Section 9.01          Notices.

                    (a)          Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

	(i)           if to the Borrower, to it at 5601 Electron Drive, Anchorage Alaska 99518, Attention of Chief Financial Officer;
	(ii)          if to the Administrative Agent, to National Rural Utilities Cooperative Finance Corporation, 2201 Cooperative Way, Herndon, VA 20171, Attention of Loan Syndication, (Facsimile No. (703) 707-5053; Telephone No. (703) 709-2053);
	(iii)         if to a Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be

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deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

                    (b)          Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to ARTICLE II if such Lender has notified the Administrative Agent that it is incapable of receiving or it is against its internal policies to receive notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

                    Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address as permitted hereby shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website as permitted hereby shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

                    (c)          Changes to Notice Information. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto (or, in the case of any such change by a Lender, by notice to the Borrower and the Administrative Agent).

                    Section 9.02          Waivers; Amendments.

                    (a)          No Deemed Waivers; Remedies Cumulative. No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

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                    (b)          Amendments. No provision of this Agreement or any other Loan Document may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall:

	(i)          increase the Commitment of any Lender without the written consent of such Lender;
	(ii)         reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby;
	(iii)        postpone the scheduled date of payment of the principal amount of any Loan or any interest thereon, or any fees or other amounts payable hereunder, or reduce the amount of, waive or excuse any such payment or postpone the Commitment Termination Date without the written consent of each Lender affected thereby;
	(iv)        change Section 2.16(d) without the consent of each Lender affected thereby; or
	(v)         change any of the provisions of this Section or the percentage in the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
	(vi)        release any guarantor from its obligations of any guarantee of the Indebtedness hereunder without the written consent of each Lender; and

provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. In addition, whenever a waiver, amendment or modification requires the consent of a Lender “adversely affected” thereby, such wavier, amendment or modification shall, upon consent of such Lender, be effective as to such Lender whether or not it becomes effective as to any other Lender, so long as the Required Lenders consent to such waiver, amendment or modification as provided above.

                    For purposes of this Section, the “scheduled date of payment” of any amount shall refer to the date of payment of such amount specified in this Agreement, and shall not refer to a date or other event specified for the mandatory or optional prepayment of such amount.

                    Section 9.03          Expenses; Indemnity; Damage Waiver.

                    (a)          Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for CFC, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement

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and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, or any Lender (or, if no Default then exists or is continuing, one special counsel and one local counsel for all of the Lenders), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Loans made, including in connection with any workout, restructuring or negotiations in respect thereof and (iii) all fees as the Borrower shall have agreed to pay to any Lender or the Administrative Agent or the Lead Arranger in connection herewith, which are, or are to become, due after the date of this Agreement, including the reasonable fees and expenses of counsel to the Administrative Agent and the Lead Arranger, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents (including the preparation and distribution of “closing documents and binders”) and the extensions of credit hereunder.

                    (b)          Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for such Indemnitee, incurred by or asserted against such Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing (whether brought by any third party or by the Borrower), whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. No Indemnitee referred to in this Section 9.03(b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

                    (c)          Reimbursement by Lenders. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such.

                    (d)          Waiver by the Borrower of Indirect or Consequential Damages. To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim

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against any other party hereto, on any theory of liability, for indirect or consequential damages (as opposed to direct or actual damages) arising out of, or in connection with, or as a result of the Transactions.

                    (e)          Payments. All amounts due under this Section shall be payable promptly after written demand therefor.

                    Section 9.04          Successors and Assigns.

                    (a)          Assignments Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

                    (b)          Assignments by Lenders.

(i)          Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more other Lenders or Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

	(A) the Borrower, provided that no consent of the Borrower shall be 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; and
	(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a then existing Lender; and

	(ii)          Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the applicable Administrative Agent) shall not be less than $10,000,000 unless each of the Borrower and the Administrative Agent

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	otherwise consent; provided that no such consent of the Borrower shall be required if a Default or Event of Default has occurred and is continuing;
	(B) each partial assignment of any Commitments and Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments and Loans;
	(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,500 (for which the Borrower shall not be obligated and provided that only one such fee shall be payable in the event of simultaneous assignments to or from one or more affiliated Approved Funds); and
	(D) the assignee, if it shall not already be a Lender, shall be an Eligible Assignee and shall deliver to the Administrative Agent an Administrative Questionnaire.

(iii)         Effectiveness of Assignments. Subject to acceptance and recording thereof pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03 and ARTICLE VIII). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section.

                    (c)          Maintenance of Register by Administrative Agent. The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in Herndon, Virginia a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

                    (d)          Acceptance of Assignments by Administrative Agent. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the

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assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section, any written consent to such assignment required by paragraph (b) of this Section and any other document reasonably requested by the Administrative Agent, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

                    (e)          Participations. Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (f) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16(d) as though it were a Lender hereunder.

                    (f)          Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.13, 2.14 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.15(e) as though it were a Lender and in the case of a Participant claiming exemption for portfolio interest under Section 871(h) or 881(c) of the Code, the applicable Lender shall provide the Borrower with satisfactory evidence that the participation is in registered form and shall permit the Borrower to review the Register as reasonably needed for the Borrower to comply with its obligations under applicable laws and regulations.

                    (g)          Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or

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assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.

                    (h)          No Assignments to the Borrower or Affiliates. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower or any of its Affiliates without the prior consent of each Lender.

                    Section 9.05          Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and ARTICLE VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans and the Commitments or the termination of this Agreement or any provision hereof

                    Section 9.06         Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract between and among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

                    Section 9.07         Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

                    Section 9.08          Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of

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whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

                    Section 9.09          Governing Law; Jurisdiction; Etc.

                    (a)          Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

                    (b)          Submission to Jurisdiction. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

                    (c)          Waiver of Venue. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

                    (d)          Service of Process. The Borrower hereby irrevocably appoints CT Corporation System, with offices as of the date of this Agreement at 111 8th Avenue, 13th Floor, New York, New York 10011, as its authorized agent for service of process in relation to any action, suit or proceeding before any courts located in the State of New York in connection with this Agreement and all other Loan Documents, and the Borrower agrees that service of process in respect of it to CT Corporation System shall be effective service of process upon it in such action, suit or proceeding. The Borrower further agrees that any failure of CT Corporation System to give notice to the Borrower of any such service shall not impair or affect the validity of such service of any judgment rendered in any such action, suit or proceeding. Each other party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

                    Section 9.10        WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT

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OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                    Section 9.11          Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

                    Section 9.12          Treatment of Certain Information; Confidentiality.

                    (a)          Treatment of Certain Information. The Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to the Borrower (in connection with this Agreement or otherwise) by any Lender or by one or more subsidiaries or affiliates of such Lender and the Borrower hereby authorizes each Lender to share any information delivered to such Lender by the Borrower pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such subsidiary or affiliate, it being understood that any such subsidiary or affiliate receiving such information shall be bound by the provisions of paragraph (b) of this Section as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans, the expiration or termination the Commitments or the termination of this Agreement or any provision hereof.

                    (b)          Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this paragraph, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this paragraph or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

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                    For purposes of this paragraph, “Information” means all information received from the Borrower relating to the Borrower or any of its businesses, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower, provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

                    Section 9.13          USA PATRIOT Act. Each Lender subject to the Patriot Act hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

                    Section 9.14          Transaction Titles. Notwithstanding anything herein to the contrary, the party identified on the cover page hereof as the Lead Arranger shall not have any duties or liabilities under this Agreement, except in its capacity as a Lender.

[Remainder of this page intentionally left blank.]

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                    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

	CHUGACH ELECTRIC ASSOCIATION, INC.
	By:
		Name: Bradley W. Evans
		Title:   Chief Executive Officer
	By:
		Name: Michael R. Cunningham
		Title:   Chief Financial Officer

Signature Page to Credit Agreement

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	LENDERS:
	NATIONAL RURAL UTILITIES
	COOPERATIVE FINANCE CORPORATION,
	individually, as Lender and as Administrative Agent
	By:
		Name: MARIANNE L DUSOLD
		Title: Assistant Secretary Treasurer

Signature Page to Credit Agreement

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	KEYBANK NATIONAL
	ASSOCIATION, as Lender
	By:
		Name: Chris Horton
		Title: Vice President

Signature Page to Credit Agreement

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	U.S. BANK NATIONAL ASSOCIATION,
	as Lender
	By:
		Name: Kurban H. Merchant
		Title:   Vice President

Signature Page to Credit Agreement

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	COBANK ACB, as Lender
	By:
		Name: TODD E. TELESZ
		Title: VICE PRESIDENT

Signature Page to Credit Agreement

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Exhibit A

Form of Assignment and Assumption Agreement

Intended for future use.

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Exhibit B-1

Form of Initial Borrowing Request

Intended for future use.

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Exhibit B-2

Form of Borrowing Request

Intended for future use.

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Exhibit C

Form of Interest Election Request

Intended for future use.

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Exhibit D

Form of Note

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NOTE

$20,000,000.00	October 10, 2008
	New York, New York

          FOR VALUE RECEIVED, CHUGACH ELECTRIC ASSOCIATION, INC., a corporation incorporated and existing under the laws of the State of Alaska (the “Borrower”), hereby promises to pay to US BANK NATIONAL ASSOCIATION (the “Lender”), at such office of the Administrative Agent (as defined in the Credit Agreement referred to below) as shall be notified to the Borrower from time to time, the principal sum of TWENTY MILLION DOLLARS (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as defined below), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

          The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Administrative Agent on its books, which shall be conclusive evidence of the foregoing information, absent manifest error. Failure of the Administrative Agent to make any such recordation shall not affect any of the obligations of the Borrower under the Credit Agreement, hereunder or under any other Loan Document.

          This Note evidences the obligation of the undersigned to repay all Loans advanced by the Lender from time to time under that certain Credit Agreement, dated as of October 10, 2008 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto, National Rural Utilities Cooperative Finance Corporation, as Administrative Agent and as Syndication Agent, and National Rural Utilities Cooperative Finance Corporation and KeyBank National Association as Joint Lead Arrangers. Terms used but not defined in this Note have the respective meanings assigned to them in the Credit Agreement.

          The Credit Agreement provides, among other things, for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified therein. Reference is made to the Credit Agreement and the other Loan Documents for a statement of certain additional rights and obligations of the undersigned. In the event of any conflict between the terms of this Note and the terms of the Credit Agreement, the terms of the Credit Agreement shall prevail. All of the terms, covenants, provisions, conditions, stipulations, promises and agreements contained in the Loan Documents to be kept, observed and/or performed by the undersigned are made a part of this Note and are incorporated into this Note by this reference to the same extent and with the same force and effect as if they were fully set

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forth in this Note; the undersigned promises and agrees to keep, observe and perform them or cause them to be kept, observed and performed, strictly in accordance with the terms and provisions thereof.

          No waiver by the Administrative Agent or any Lender of any one or more Defaults by the undersigned in the performance of any of its obligations under this Note shall operate or be construed as a waiver of any other or future Default or Defaults, whether of a like or different nature. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy under this Note (including, without limitation, the right to declare this Note due and payable) shall operate as a waiver of such right, power or remedy nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy.

          If any term, provision, covenant or condition of this Note or the application of any term, provision, covenant or condition of this Note to any party or circumstance shall be found by a court of competent jurisdiction to be, to any extent, invalid or unenforceable, then the remainder of this Note and the application of such term, provision, covenant, or condition to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, provision, covenant or condition of this Note shall be valid and enforced to the fullest extent permitted by law. Upon determination that any such term, provision, covenant or condition is invalid or unenforceable, the Lenders may, but are not obligated to, advance funds to Borrower under this Note until Borrower, Administrative Agent and the other Lenders amend this Note so as to effect the original intent of the parties as closely as possible in a valid and enforceable manner.

          For purposes of this Note, Events of Default shall be as defined in the Credit Agreement.

          Except as permitted by Section 9.04 of the Credit Agreement, this Note may not be assigned by the Lender to any other Person.

          This Note shall be construed in accordance with and governed by the law of the State of New York.

	CHUGACH ELECTRIC ASSOCIATION, INC.
	By:
		Name: Michael Cunningham
		Title: Chief Financial Officer

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NOTE
$100,000,000.00	October 10, 2008
	New York, New York

          FOR VALUE RECEIVED, CHUGACH ELECTRIC ASSOCIATION, INC., a corporation incorporated and existing under the laws of the State of Alaska (the “Borrower”), hereby promises to pay to KEYBANK NATIONAL ASSOCIATION (the “Lender”), at such office of the Administrative Agent (as defined in the Credit Agreement referred to below) as shall be notified to the Borrower from time to time, the principal sum of ONE HUNDRED MILLION DOLLARS (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as defined below), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

          The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Administrative Agent on its books, which shall be conclusive evidence of the foregoing information, absent manifest error. Failure of the Administrative Agent to make any such recordation shall not affect any of the obligations of the Borrower under the Credit Agreement, hereunder or under any other Loan Document.

          This Note evidences the obligation of the undersigned to repay all Loans advanced by the Lender from time to time under that certain Credit Agreement, dated as of October 10, 2008 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto, National Rural Utilities Cooperative Finance Corporation, as Administrative Agent and as Syndication Agent, and National Rural Utilities Cooperative Finance Corporation and KeyBank National Association as Joint Lead Arrangers, Terms used but not defined in this Note have the respective meanings assigned to them in the Credit Agreement.

          The Credit Agreement provides, among other things, for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified therein. Reference is made to the Credit Agreement and the other Loan Documents for a statement of certain additional rights and obligations of the undersigned. In the event of any conflict between the terms of this Note and the terms of the Credit Agreement, the terms of the Credit Agreement shall prevail. All of the terms, covenants, provisions, conditions, stipulations, promises and agreements contained in the Loan Documents to be kept, observed and/or performed by the undersigned are made a part of this Note and are incorporated into this Note by this reference to the same extent and with the same force and effect as if they were fully set

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forth in this Note; the undersigned promises and agrees to keep, observe and perform them or cause them to be kept, observed and performed, strictly in accordance with the terms and provisions thereof.

          No waiver by the Administrative Agent or any Lender of any one or more Defaults by the undersigned in the performance of any of its obligations under this Note shall operate or be construed as a waiver of any other or future Default or Defaults, whether of a like or different nature. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy under this Note (including, without limitation, the right to declare this Note due and payable) shall operate as a waiver of such right, power or remedy nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy.

          If any term, provision, covenant or condition of this Note or the application of any term, provision, covenant or condition of this Note to any party or circumstance shall be found by a court of competent jurisdiction to be, to any extent, invalid or unenforceable, then the remainder of this Note and the application of such term, provision, covenant, or condition to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, provision, covenant or condition of this Note shall be valid and enforced to the fullest extent permitted by law. Upon determination that any such term, provision, covenant or condition is invalid or unenforceable, the Lenders may, but are not obligated to, advance funds to Borrower under this Note until Borrower, Administrative Agent and the other Lenders amend this Note so as to effect the original intent of the parties as closely as possible in a valid and enforceable manner.

          For purposes of this Note, Events of Default shall be as defined in the Credit Agreement.

          Except as permitted by Section 9.04 of the Credit Agreement, this Note may not be assigned by the Lender to any other Person.

          This Note shall be construed in accordance with and governed by the law of the State of New York.

		CHUGACH ELECTRIC ASSOCIATION, INC.
	By:
		Name: Michael Cunningham
		Title: Chief Financial Officer

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Exhibit E

Form of Solvency Certificate

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Exhibit E

Form of Solvency Certificate

CHUGACH ELECTRIC ASSOCIATION, INC.

                    I, Bradley W. Evans, am the Chief Executive Officer of Chugach Electric Association, Inc., a corporation incorporated and existing under the laws of the State of Alaska (the “Company”) and I, Michael R. Cunningham, am the Chief Financial Officer of the Company, and hereby certify on behalf of the Company that we are duly authorized to execute this Solvency Certificate, which is hereby delivered on behalf of the Company pursuant to Section 4.01(b)(vii) of the Credit Agreement, dated as of October 10, 2008 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Lenders party thereto, National Rural Utilities Cooperative Finance Corporation, as Administrative Agent and as Syndication Agent, and National Rural Utilities Cooperative Finance Corporation and KeyBank National Association as Joint Lead Arrangers (collectively with the Lenders, the “Loan Parties”) and the Company, as the Borrower. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

                    We are generally familiar with the properties, businesses and assets of the Company, and we have reviewed, on behalf of the Company, the Loan Documents and the contents of this Solvency Certificate and, in connection herewith, have reviewed such other documentation and information and have made such investigation and inquiries as necessary and prudent therefor. We further certify, on behalf of the Company, that the financial information and assumptions that underlie and form the basis for the representations made in this Solvency Certificate were reasonable when made and were made in good faith and continue to be reasonable as of the date hereof.

                    The Company understands that the Loan Parties are relying on the truth and accuracy of this Solvency Certificate in connection with the Transactions.

                    The Company hereby further certifies that:

                    1.          The Company has reviewed the projected income statements and cash flow statements delivered to the Loan Parties pursuant to Section 4.01(b)(viii) of the Credit Agreement, which were prepared in good faith on the basis of assumptions believed to be reasonable at the time. On the date hereof, after giving effect to the consummation of the Transactions:

	(i)          The fair market value of the total assets of the Company is greater than the total amount of the liabilities, including contingent liabilities, of the Company;
	(ii)         After giving effect to the consummation of the Transactions, the present fair saleable value of the assets of the Company is not less than the

E-l

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	amount that will be required to pay the probable liability of the Company on its debts as they become absolute and matured;
	(iii)      The Company does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature; and
	(iv)       On the date hereof, after giving effect to the consummation of the Transactions, the Company is not engaged in business or in a transaction, or is about to engage in business or in a transaction, for which its property would constitute unreasonably small capital.

                   2.         In reaching the conclusions set forth in this Solvency Certificate, the Company has considered, among other things:

	(i)         the cash and other current assets of the Company reflected in the unaudited pro forma balance sheet dated as of August 31, 2008;
	(ii)        all of the unliquidated and contingent liabilities of the Company, including, without limitation, any claims arising out of pending or, to the best knowledge of the undersigned, threatened litigation against the Company or any of its property and assets and, in so doing, the Company has computed the amount of each such unliquidated or contingent liability as the amount that, in light of all of the facts and circumstances existing on the date of this Solvency Certificate, represents the amount that can reasonably be expected to become an actual or matured liability of the Company;
	(iii)       all of the obligations and liabilities of the Company, whether matured or unmatured, liquidated or unliquidated, disputed or undisputed, secured or unsecured, subordinated, absolute, fixed or contingent, including, without limitation, any claims arising out of pending or, to the best knowledge of the undersigned, threatened litigation against the Company or any of its respective property and assets and, in so doing, the Company has computed the amount of each such obligation and liability as the amount that, in light of all of the facts and circumstances existing on the date of this Solvency Certificate, represents the amount that can reasonably be expected to become an actual or matured liability of the Company;
	(iv)        historical and anticipated growth in the sales volume of the Company and in the income stream generated by the Company as reflected in, among other things, the cash flow statements;
	(v)         the customary sales terms and the trade payables and other accounts payable of the Company;
	(vi)        the amount of the credit extended by and to Members and other customers of the Company;

E-2

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	(vii)       the anticipated interest payable on the indebtedness and other mandatory payments under the Credit Agreement; and
	(viii)      the level of capital customarily maintained by the Company.

                     Delivery of an executed signature page to this Solvency Certificate by telecopier or other electronic method shall be effective as delivery of a manually executed signature page to this Solvency Certificate.

[SIGNATURE PAGE FOLLOWS]

E-3

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                    IN WITNESS WHEREOF, the Chief Executive Officer, and the Chief Financial Officer of the Company have executed this Solvency Certificate in their capacity as officers of the Company and on behalf of the Company this 10^th day of October, 2008.

	CHUGACH ELECTRIC ASSOCIATION, INC.
	By:
	Name: Bradley W. Evans
	Title: Chief Executive Officer
	By:
	Name: Michael R. Cunningham
	Title: Chief Financial Officer

E-4

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Exhibit F

Form of Legal Opinion of Borrower’s Counsel

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October 10, 2008

National Rural Utilities Cooperative Finance Corporation,
as Administrative Agent and to each of the Lenders party to the Credit Agreement referred to below

Ladies and Gentlemen:

          I am the General Counsel of Chugach Electric Association, Inc., a corporation organized and existing under the laws of the State of Alaska (the “Borrower”), in connection with the Credit Agreement, dated as of October 10, 2008 (the “Credit Agreement”), among the Borrower, the Lenders party thereto, and National Rural Utilities Cooperative Finance Corporation, as the Administrative Agent. Terms used but not defined in this opinion have the respective meanings assigned to them in the Credit Agreement.

          This opinion is being delivered to you pursuant to Section 4.01(x) of the Credit Agreement.

I.

          I have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures (except those of, or on behalf of, the Borrower), the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies. I have based my opinion upon my review of the following records, documents, instruments and certificates, such additional certificates relating to factual matters and such other documents as I have deemed necessary or appropriate for my opinion:

          (i)             the Credit Agreement;

          (ii)            the Notes being issued on the date hereof (the “Subject Notes” and together with the Credit Agreement, the “Relevant Documents”);

          (iii)           the articles of incorporation of the Borrower, certified by the Alaska Department of Commerce and Economic Development as of October 6, 2008;

          (iv)           the Bylaws of the Borrower;

          (v)            the records of proceedings and actions of the board of directors and Members of the Borrower relating to the transactions contemplated by the Relevant Documents;

          (vi)          a Certificate of Good Standing relating to the Borrower issued by the Commissioner of the Alaska Department of Commerce and Economic Development, dated October 9, 2008;

Chugach Electric Association, Inc.
5601 Electron Drive, P.O. Box 196300, Anchoroge, Alaska ###-###-#### • (907) 563-7494 fax ###-###-#### • (800) 478-7494 www.chugachelectric.com • ***@***

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October 10, 2008
Page 2 of 4

           (vii)           A certificate of the Chief Financial Officer of the Borrower as to the material agreements and material instruments to which the Borrower is a party or by which the Borrower’s properties or assets are bound (the “Certificate Relating to Agreements”); and

           (viii)           Each of the agreements and instruments identified in the Certificate Relating to Agreements.

           In connection with my opinion expressed in Paragraph 6(iii) of Part III, I have not reviewed, and express no opinion on, (a) financial covenants or similar provisions requiring financial calculations or determinations to ascertain compliance, or (b) provisions relating to the occurrence of a “material adverse event” or words of similar import. Moreover, to the extent that any of the agreements and instruments identified in the Certificate Relating to Agreements is governed by the laws of any jurisdiction other than the State of Alaska, my opinion relating to those agreements and instruments is based solely upon the plain meaning of their language without regard to interpretation or construction that might be indicated by the laws governing those agreements and instruments.

           Where my opinion relates to my “knowledge,” that knowledge is based upon my examination of the records, documents, instruments and certificates enumerated or described above and my actual knowledge. I have not examined any records of any court, administrative tribunal or other similar entity in connection with my opinion.

II.

          I express no opinion as to any securities, tax, anti-trust, land use, safety or hazardous materials laws, rules and regulations or laws, rules or regulations applicable to the Administrative Agent or Lenders by virtue of their status as a financial institutions engaged in business of the type exemplified by the Credit Agreement.

          This opinion is limited to the laws of the State of Alaska, and 1 disclaim any opinion as to the laws of any other jurisdiction.

III.

          Based upon the foregoing and my examination of such questions of law as I have deemed necessary or appropriate for the purpose of my opinion, and subject to the limitations and qualifications expressed below, it is my opinion that:

	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.

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October 10, 2008
Page 3 of 4

	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 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 or 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.
IV.
	I further advise you that:
	A.	As noted, the enforceability of the Relevant Documents is subject to the effect of general principles of equity. These principles include, without limitation, concepts of commercial reasonableness, materiality and good faith and fair dealing.
	B.	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

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October 10, 2008
Page 4 of 4

		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.
	C.	The effectiveness of indemnities, rights of contribution, exculpatory provisions and waivers of the benefits of statutory provisions may be limited on public policy grounds.
	D.	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 a waiver.

V.

          This opinion is rendered to you in connection with the Relevant Documents and is for your benefit. This opinion may not be relied upon by any other person, firm, corporation or other entity (other than your successors and assigns as Lenders, the Administrative Agent and Persons that acquire participations in your Loans) without my prior written consent. I disclaim any obligation to advise you of any change of law that occurs, or any facts of which I become aware, after the date of this opinion.

	Very truly yours,
	Carol A. Johnson, General Counsel

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Exhibit G

Form of Compliance Certificate

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Exhibit G

Form of Compliance Certificate

COMPLIANCE CERTIFICATE

                    I, Bradley W. Evans, the Chief Executive Officer of Chugach Electric Association, Inc. (the “Company”) and I, Michael R. Cunningham, the Chief Financial Officer of the Company, and, as such, Responsible Officers of the Company, DO HEREBY CERTIFY on behalf of the Company and to the best of our knowledge, after due inquiry, that:

                    (a)           We have conducted a review of (i) the Credit Agreement dated as of October 10, 2008 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, the Lenders party thereto, National Rural Utilities Cooperative Finance Corporation, as Administrative Agent and as Syndication Agent, and National Rural Utilities Cooperative Finance Corporation and KeyBank National Association as Joint Lead Arrangers (ii) the financial statements of the Company and (iii) such other documents as we have deemed necessary for this certification. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Credit Agreement. This Compliance Certificate is being delivered pursuant to Section 5.01(c) of the Credit Agreement.

                    (b)          The financial statements being delivered with this Compliance Certificate present fairly in all material respects the financial condition and results of operation of the Company in accordance with GAAP consistently applied.

                    (c)          No Default has occurred during the period beginning on December 31, 2007 and ending on the date hereof.

                    (d)          Attached hereto as Annex 2 are detailed calculations demonstrating compliance with each covenant set forth in Section 6.08 of the Credit Agreement as of the date hereof.

                    (e)          Attached hereto as Annex 3 is a complete and correct list of the Wholesale Power Contracts as of the date hereof.

                     (f)          Attached hereto as Annex 4 is a complete and correct list of (i) each agreement, lease, deed of trust, mortgage, credit agreement, loan agreement, indenture, purchase agreement, Guarantee, letter of credit or other arrangement (other than those that have been filed as exhibits to annual reports, quarterly reports and other reports filed by the Borrower with the SEC)¹ providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or Guarantee by, the Borrower outstanding on the date hereof, the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $1,000,000, and the

1 Parenthetical to be included only if Borrower is an SEC reporting company.

G-l

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aggregate principal or face amount outstanding or that may become outstanding under each such agreement, lease, deed of trust, mortgage, credit agreement, loan agreement, indenture, purchase agreement, Guarantee, letter of credit or other arrangement and (ii) each Lien securing Indebtedness of any Person outstanding on the date hereof, the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $1,000,000 and covering any property of the Borrower, and the aggregate Indebtedness secured (or that may be secured) by each such Lien and the property covered by each such Lien;

                     (g)           Since the date of the financial statements referred to in Section 5.01 of the Credit Agreement, a change in GAAP has not occurred.

                    WITNESS my hand this 10^th day of October, 2008.

	By:
	Name:		Bradley W. Evans
	Title:		Chief Executive Officer

                    WITNESS my hand this 10^th day of October, 2008.

	By:
	Name:		Michael R. Cunningham
	Title:		Chief Financial Officer

G-2

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Exhibit G, Annex 2

Compliance with Financial Covenants, Section 6.08

           (a) Margins for Interest:

FYE		Patronage Capital		Interest on LT Debt		Other Interest		Margin for Interest
2007		2,885,256		24,239,343		90,648		1.1186
2006		10,039,059		24,459,852		—		1.4104
2005		9,759,587		23,384,316		46,649		1.4165

Patronage Capital
Interest on Long-Term Debt+Other  +1
Interest

          (b) Margins and Equities:

As of June 30, 2008	$152,757,676

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Exhibit G, Annex 3

Wholesale Power Contracts

Chugach Electric Association, Inc. has provided in Other Deliverables, Exhibit A, copies of the following Wholesale Power Contracts with amendments and supplements which are in effect as of October 10, 2008:

	§	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 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

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Exhibit G, Annex 4

Existing Indebtedness

Updating the debts detailed in the 10-Q filed with the Securities Exchange Commission for the quarter ending June 30, 2008, to reflect balances as of October 10, 2008, Chugach Electric Association, Inc. has incurred the following:

		Balance At 9/30/08			Limit
CoBank Revolving Credit Supplement		$    7,500,000			$    7,500,000

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Exhibit D

List of Material Agreements

1.	Indenture of Trust dated September 15, 1991, by and between Chugach Electric Association, Inc. (the “Company”), and Security Pacific Bank Washington, N.A., a national banking association, recorded September 25, 1991, as amended by First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth and Eleventh Supplemental Indentures, dated as of March 17, 1993, May 19, 1994, June 29, 1994, March 1, 1995, September 6, 1995, April 3, 1996, June 1, 1997, February 4, 1998, April 25, 2000, April 1, 2001, and February 1, 2002, and as amended by Amended and Restated Indenture dated April 1, 2001, between Chugach Electric Association, Inc. and U.S. Bank Trust National Association, as successor trustee.
2.	Chugach Electric Association, Inc. New Bond, 2001 Series A, No. 2001A-1 in the name of Cede & Co., in the original principal amount of $150,000,000, dated April 1, 2001.
3.	Chugach Electric Association, Inc. New Bond, CoBank Series B in the name of CoBank, ACB, in the original principal amount of $150,000,000, dated April 1, 2001.
4.	Chugach Electric Association, Inc. New Bonds, 2002 Series A, in the name of Cede & Co., in the face amount of $120,000,000 dated February 1, 2002.
5.	Credit Agreement between Chugach Electric Association, Inc. and CoBank, ACB dated as of June 22, 1994, as amended and restated by Master Loan Agreement (No. ML0976) dated as of December 27, 2002 (term loan facility).
6.	Promissory Note and Supplement (No. ML0976T2) between CoBank, ACB and Chugach Electric Association, Inc. dated as of August 24, 2005 (term loan).
7.	Amended and Restated Promissory Note and Multiple Advance Term Loan Supplement between the Company and CoBank, ACB dated June 5, 2007.
8.	Master Loan Agreement (Loan No. RI0214S01) between Chugach Electric Association, Inc. and CoBank, ACB dated November 17, 2004 (line of credit).
9.	Master Loan Agreement (No. RI0214) between Chugach Electric Association, Inc. and CoBank, ACB dated as of May 3, 2005 (line of credit).
10.	Promissory Note and Consolidating Committed Revolving Credit Supplement (No. RI0214S01) between Chugach Electric Association, Inc., and CoBank, ACB dated August 24, 2005, in the original principal amount of $20,000,000, as amended by Amended and Restated Promissory Note and Committed Revolving Credit Supplement (No. RI0214S01B) dated as of September 12, 2006, in the original principal amount of $7,500,000, as amended and restated by Amended and Restated Promissory Note and Committed Revolving Credit Supplement (No. RI0214S01C) dated October 10, 2007 (line of credit).
11.	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).
12.	Agreement for the Sale and Purchase of Electric Power and Energy between the Company and the City of Seward dated effective as of June 1, 2006.
13.	Amendment No. 1 to the 2006 Agreement for the Sale and Purchase of Electric Power and Energy between the Company and the City of Seward effective as of February 27, 2007.
14.	Modified Agreement for the Sale and Purchase of Electric Power and Energy by and among the Company, Matanuska Electric Association, Inc. and Alaska Electric Generation and Transmission Cooperative, Inc. dated effective as of January 30, 1989.

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15.	First Amendment to Modified Agreement for the Sale and Purchase of Electric Power and Energy by and among the Company, Matanuska Electric Association, Inc. and Alaska Electric Generation and Transmission Cooperative, Inc. dated effective as of February 10, 1995.
16.	Second Amendment to Modified Agreement for the Sale and Purchase of Electric Power and Energy by and among the Company, Matanuska Electric Association, Inc. and Alaska Electric Generation and Transmission Cooperative, Inc. dated effective as of June 25, 2008.
17.	Nonfirm Energy Agreement between the Company and Golden Valley Electric Association, Inc. dated May 18, 1988.
18.	Amendatory Agreement No. 1 to Nonfirm Energy Agreement between the Company and Golden Valley Electric Association, Inc., dated December 14, 1989.
19.	Letter Agreement dated January 18, 1996 between the Company and Golden Valley Electric Association, Inc., amending the Nonfirm Energy Agreement between the Company and Golden Valley Electric Association, Inc.
20.	Amendatory Agreement No. 2 to Nonfirm Energy Agreement between the Company and Golden Valley Electric Association, Inc., dated February 8, 1999.
21.	Settlement Agreement by and among the Company, Golden Valley Electric Association, Inc. and the Municipality of Anchorage d/b/a Anchorage Municipal Light and Power dated May 6, 1999.
22.	Agreement for the Sale and Purchase of Natural Gas between the Company and ARCO Alaska, Inc. dated April 21, 1989.
23.	Amendment No. 1 to Agreement for the Sale and Purchase of Natural Gas between the Company and ARCO Alaska, Inc., dated August 1, 1990.
24.	Letter Agreement dated April 23, 1999, regarding the Company’s consent to the assignment to ARCO Beluga, Inc. of the Agreement for the Sale and Purchase of Natural Gas between the Company and ARCO Alaska, Inc.
25.	Amendment No. 2 to Agreement for the Sale and Purchase of Natural Gas between the Company and ARCO Beluga, Inc., dated May 6, 1999.
26.	Agreement for the Sale and Purchase of Supplemental Natural Gas between the Company and ARCO Alaska, Inc. dated October 3, 1991.
27.	Agreement for the Sale and Purchase of Natural Gas between the Company and Marathon Oil Company dated September 26, 1988.
28.	Letter Agreement dated September 26, 1988 between the Company and Marathon Oil Company, amending the Agreement for the Sale and Purchase of Natural Gas between the Company and Marathon Oil Company.
29.	Amendatory Agreement No. 1 to Agreement for the Sale and Purchase of Natural Gas between the Company and Marathon Oil Company, dated effective as of February 21, 1990.
30.	Amendatory Agreement No. 2 to Agreement for the Sale and Purchase of Natural Gas between the Company and Marathon Oil Company, dated effective as of February 21, 1990.
31.	Amendatory Agreement No. 3 to Agreement for the Sale and Purchase of Natural Gas between the Company and Marathon Oil Company, dated January 28, 1991.

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32.	Amendatoy Agreement No. 4 to Agreement for the Sale and Purchase of Natural Gas between the Company and Marathon Oil Company, dated October 6, 1993.
33.	Letter Agreement dated January 18, 1996 between the Company and Marathon Oil Company, amending the Agreement for the Sale and Purchase of Natural Gas between the Company and Marathon Oil Company.
34.	Amendatory Agreement No. 5 to Agreement for the Sale and Purchase of Natural Gas between the Company and Marathon Oil Company, dated May 24, 1999.
35.	Agreement for the Sale and Purchase of Natural Gas between the Company and Shell Western E&P Inc. dated April 25, 1989.
36.	Amendatory Agreement No. 1 to the Agreement for the Sale of Natural Gas between the Company and Shell Western E&P Inc., dated October 1, 1989.
37.	Amendment No. 2 to the Agreement for the Sale of Natural Gas between the Company and Shell Western E&P Inc., dated June 20, 1990.
38.	Amendatory Agreement No. 3 to the Agreement for the Sale of Natural Gas between the Company and Shell Western E&P Inc. dated October 14, 1996.
39.	Agreement for the Sale and Purchase of Supplemental Natural Gas between the Company and Shell Western E&P Inc. dated November 2, 1990.
40.	Agreement for the Sale and Purchase of Natural Gas between the Company and Chevron USA Inc. dated April 27, 1989 (including Attachment No. 1 thereto dated December 20, 1989).
41.	Amendment No. 2 to Agreement for the Sale and Purchase of Natural Gas between the Company and Chevron USA Inc., dated June 7, 1990.
42.	Amendment No. 3 to Agreement for the Sale and Purchase of Natural Gas between the Company and Chevron U.S.A. Inc., dated May 26, 1999.
43.	Agreement for the Sale and Purchase of Supplemental Natural Gas between the Company and Chevron USA, Inc. dated September 25, 1990.
44.	Bradley Lake Agreement for the Sale and Purchase of Electric Power by and among the Company, 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.
45.	Eklutna Purchase Agreement by and among the Company, Matanuska Electric Association, Inc., Municipality of Anchorage d/b/a Municipal Light and Power and Alaska Power Administration.

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Exhibit E

Each of the persons listed below is a duly elected or appointed, qualified and acting officer of Chugach Electric Association, Inc. holding the office set forth opposite his or her name; said officer has been authorized to execute and deliver each of the Loan Documents to which the Company is a party and other documents to be delivered in accordance with the Loan Documents; and set forth opposite said officer’s name is his or her true and lawful signature.

Name:	Title:	Signature:
Bradley W. Evans	Chief Executive Officer
Michael Cunningham	Chief Financial Officer
George Wolfe	Controller

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CHUGACH ELECTRIC ASSOCIATION, INC.
OFFICER’S CERTIFICATE

          The undersigned, Michael Cunningham, certifies as follows to Heller Ehrman LLP for purposes of the opinion it will render in connection with Section 4.01(b)(x) of the Credit Agreement, dated as of October 10, 2008 (the “Agreement”), between Chugach Electric Association, Inc., (the “Company”), the Lenders party thereto, and National Rural Utilities Cooperative Finance Corporation, as Administrative Agent and Syndication Agent.

                    1.          I am the duly elected and acting Chief Financial Officer of the Company. In that capacity, I am familiar with the matters to which this certificate relates.

                    2.          Attached hereto as Exhibit A is a true, complete and correct copy of the Articles of Incorporation of the Company, all documents filed therewith and all amendments thereto as on file as of the date hereof with the Commissioner of Commerce and Economic Development of State of the State of Alaska, and as in full force and effect on the date hereof.

                    3.          Attached hereto as Exhibit B, are true, correct and complete copies of the Bylaws of the Company, as in full force and effect on the date the resolutions of the Board of Directors (attached hereto as Exhibit C) were adopted and as of the date hereof.

                    4.          Attached hereto as Exhibit C is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of the Agreement and any other documents to be delivered in accordance with the Agreement. All such resolutions are in full force and effect on the date hereof in the form in which adopted, are the only resolutions of the Board of Directors or Members of the Company relating to the Agreement and have not been amended, modified, revoked or rescinded.

                    5.          Attached as Exhibit D to this certificate is a list of the material agreements and material instruments to which the Company is a party or by which the Company’s properties or assets are bound.

                    6.          No proceedings for the dissolution, merger, consolidation or liquidation of the Company, or for the sale of all or substantially all of its assets is pending, or to the best of my knowledge, threatened or contemplated by the Company.

                    7.          To my knowledge, there are no actions, suits, proceedings, judgments, orders, injunctions, decrees or awards pending or threatened against or affecting the Company or any affiliate of the Company that (i) involves any of the Loan Documents or the Transactions (as those terms are defined in the Agreement), or (ii) if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (as defined in the Agreement).

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                    8.          The Company is not intended to be an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. The Company:

	(a)	is not and does not hold itself out as being engaged primarily, and does not propose to engage primarily, in the business of investing, reinvesting, or trading in securities;
	(b)	either is not engaged and does not propose to engage in the business of issuing face-amount certificates of installment type, or has been engaged in such business and does not have any such certificate outstanding; and
	(c)	either is not engaged and does not propose to engage in the business of investing, reinvesting, owning, holding, or trading in securities, or does not own or propose to acquire investment securities having a value exceeding 40 percent of the value of the such issuer’s total assets (exclusive of government securities and cash items) on an unconsolidated basis.
9.          The Company is not intended to be a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, as amended. The Company:
	(a)	does not directly or indirectly own, control, or hold with power to vote, 10 percent or more of the outstanding voting securities of a public utility company or of a company which is a holding company by virtue of this clause or clause (b), unless the Securities and Exchange Commission by order had declared such company not to be a holding company; and
	(b)	has not, after notice and opportunity for hearing, been determined by the Securities and Exchange Commission directly or indirectly to exercise (either alone or pursuant to an arrangement or understanding with one or more other persons) such a controlling influence over the management or policies of any public-utility or holding company as to make it necessary or appropriate in the public interest or for the protection of investors or consumers that such person be subject to the obligations, duties and liabilities imposed by the Public Utility Holding Company Act of 1935, as amended, upon holding companies.

                    10.       The Company does not extend credit for the purpose of purchasing or carrying Margin Stock. No part of the proceeds of any borrowing under the Loan Documents (as that term is defined in the Agreement), directly or through the extension of credit, will be used at any time to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying such Margin Stock. The Company does not currently own any Margin Stock. “Margin Stock” is defined in the Regulations T, U and X of the Board of Governors of the Federal Reserve System of the United States as the following:

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	(a)	any equity security registered or having unlisted trading privileges on a national security exchange;
	(b)	any OTC margin stock;
	(c)	any OTC security designated as qualified for trading in the National Market System under a designation plan approved by the Securities and Exchange Commission;
	(d)	any debt security convertible into a margin stock or carrying a warrant or right to subscribe to or purchase a margin stock;
	(e)	any warrant or right to subscribe to or purchase a margin stock; or
	(f)	any security issued by an investment company registered under section 8 of the Investment Company Act of 1940, as amended, other than:
	(g)	a company licensed under the Small Business Investment Company Act of 1958, as amended, or
	(h)	a company which has at least 95 percent of its assets continuously invested in exempted securities (as defined in 15 U.S.C. 78c(a)(12)), or
	(i)	a company which issues face-amount certificates as defined in 15 U.S.C. 80a-2(a)(15), but only with respect of such securities.

Dated as of this 10^th day of October, 2008.

	Name: Michael Cunningham
	Title: Chief Financial Officer

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SECRETARY’S CERTIFICATE
OF
CHUGACH ELECTRIC ASSOCIATION, INC.

          The undersigned, Alex Grimarc, does hereby certify that he is the duly elected, acting and qualified Secretary of Chugach Electric Association, Inc. (the “Company”). This certificate is hereby delivered pursuant to Section 4.01(b)(vi) of the Credit Agreement, dated as of October 10, 2008 (the “Credit Agreement”), by and among the Lenders party thereto, National Rural Utilities Cooperative Finance Corporation, as Administrative Agent and as Syndication Agent, and National Rural Utilities Cooperative Finance Corporation and KeyBank National Association as Joint Lead Arrangers and the Company, as the Borrower. Capitalized terms used but not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

          In my capacity as Secretary of the Company, I hereby certify as follows:

1.	Attached hereto as Exhibit A is a true, complete and correct copy of the Certificate of Incorporation of the Company, all documents filed therewith and all amendments thereto as on file as of the date hereof with the Secretary of State of the State of Alaska, and as in full force and effect on the date hereof.
2.	Attached hereto as Exhibit B, are true, correct and complete copies of the By-laws of the Company, as in full force and effect on the date the resolutions of the Board of Directors (attached hereto as Exhibit D) were adopted and as of the date hereof.
3.	Attached hereto as Exhibit C is a certificate of the Secretary of State of Alaska evidencing the due organization and good standing or valid existence of the Company as a corporation incorporated under the laws of the State of Alaska. I hereby certify that as of the date hereof, there is no proceeding or action for or relating to the dissolution or liquidation of the Company.
4.	Attached hereto as Exhibit D is a true, correct and complete copy of resolutions duly adopted by the Board of Directors of the Company authorizing the execution, delivery and performance of the Loan Documents and any other documents to be delivered in accordance with the Loan Documents. All such resolutions are in full force and effect on the date hereof in the form in which adopted, are the only resolutions of the Board of Directors of the Company relating to the Loan Documents and have not been amended, modified, revoked or rescinded.
5.	Attached as Exhibit E is the certificate of incumbency for the Company, containing the name and true signatures of the duly elected or appointed, qualified and acting officers of the Company authorized to sign each Loan Document to which the Company is a party and other documents to be delivered in accordance with the Loan Documents.

[SIGNATURE PAGE FOLLOWS]

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          IN WITNESS WHEREOF, I have hereunto affixed my signature this 10^th day of October, 2008.

	Name:	Alex Gimarc
	Title:	Secretary of Chugach Electric Association, Inc.

          The undersigned certifies that he is the duly elected, qualified and of acting Secretary of Chugach Electric Association, Inc. and further certifies that the foregoing signature of Alex Gimarc is his genuine signature and that he is known to the undersigned to be the duly elected, qualified and acting Secretary of Chugach Electric Association, Inc.

	Name:	Michael Cunningham
	Title:	Chief Financial Officer

Signature Page to Secretary’s Certificate of Chugach Electric Association, Inc.

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          IN WITNESS WHEREOF, I have hereunto affixed my signature this 10^th day of October, 2008.

	Name:	Alex Gimarc
	Title:	Secretary of Chugach Electric Association, Inc.

          The undersigned certifies that he is the duly elected, qualified and of acting Secretary of Chugach Electric Association, Inc. and further certifies that the foregoing signature of Alex Gimarc is his genuine signature and that he is known to the undersigned to be the duly elected, qualified and acting Secretary of Chugach Electric Association, Inc.

	Name:	Michael Cunningham
	Title:	Chief Financial Officer

Signature Page to Secretary’s Certificate of Chugach Electric Association, Inc.

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Alaska Entity # 1768D

State of Alaska
Department of Commerce, Community, and Economic
Development

CERTIFICATE

OF

GOOD STANDING

THE UNDERSIGNED, as Commissioner of Commerce, Community, and Economic Development of the State of Alaska, and custodian of corporation records for said state, hereby certifies that

CHUGACH ELECTRIC ASSOCIATION, INC.

on the 1st day of March, 1948 filed in this office its Articles of Incorporation, as a COOP Electric & Telephone organized under the laws of this state.

I FURTHER CERTIFY that said COOP Electric & Telephone is in good standing, having fully complied with all the requirements of this office.

No information is available in this office on the financial condition, business activity or practices of this corporation.

IN TESTIMONY WHEREOF, I execute this certificate and affix the Great Seal of the State of Alaska on the 9th day of October, 2008.

Emil Notti
Commissioner

Certification Number: 290056-1
Verify this certificate online at https://myalaska.state.ak.us/business/soskb/verify.asp

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