Loan No. TO122
NATIONAL BANK FOR COOPERATIVES
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is made and entered into as of
this 22nd day of June, 1994, by and between the NATIONAL BANK FOR COOPERATIVES
("CoBank") and CHUGACH ELECTRIC ASSOCIATION, INC., an Alaska electric
cooperative (the "Company").
RECITALS
WHEREAS, this Agreement is entered into in conjunction with the Third
Supplemental Indenture ("Third Supplement") to the Indenture of Trust dated as
of September 15, 1991 (the " 1991 Trust Indenture"), as amended by a First
Supplemental Indenture and a Second Supplemental Indenture thereto (the entirety
of which shall be referred to &-, the "Original Indenture"), and all terms
capitalized herein which are not otherwise defined shall have the meaning given
in the Third Supplement or the Original Indenture; and
WHEREAS, from time to time CoBank may make advances in consideration of the
issuance to it of CoBank Bonds, the amount, interest rate or rates and maturity
of which shall have been agreed upon between the parties;
NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:
SECTION 1. The Maximum Amount. On the terms and conditions of this
Agreement, CoBank may fund, by means of one or more advances, CoBank Bonds in
the principal amount not to exceed $80,000,000 (the "Maximum Amount") at any one
time outstanding.
SECTION 2. Purpose. The purpose of the Loan is for general corporate
purposes, including' but not limited to repaying any unsecured lines of credit,
and the Company agrees to use the proceeds of the Loan for those purposes only.
SECTION 3. Availability. Upon the receipt by CoBank of one or more CoBank
Bonds, advances will be made available to fund such Bond or Bonds on any day on
which CoBank and the Trustee are open for business (a "Business Day") upon the
telephonic or written request of an authorized employee of the Company. Requests
for advances must be received by CoBank no later than 12:00 noon, Mountain time,
on the day the advance is desired. Unless otherwise agreed, all advances will be
made available by wire transfer of immediately available funds. Wire transfers
will be made to such account or accounts as the Company may authorize from time
to time on forms supplied by CoBank. In making advances on telephonic request,
CoBank shall be entitled to rely on (and shall incur no liability to the Company
in acting upon) any request made by a person identifying himself or herself as
one of the persons authorized by the Company to request advances hereunder.
SECTION 4. CoBank Bonds. The Company's obligation to repay the advances
shall be evidenced by First Mortgage Bonds, CoBank Series, issued pursuant to
the Original Indenture and the Third Supplement thereto.
SECTION 5. Capitalization. The Company agrees to purchase such equity in
CoBank as CoBank may from time to time require in accordance with its bylaws and
capital plan; provided, however, that CoBank may not require the Company to
purchase equity in CoBank in an amount greater than 13% of the portion of
CoBank's five year average risk adjusted asset base attributable to loans made
by CoBank to the Company. All such equity which the Company may now own or
hereafter acquire or be allocated in CoBank shall be subject to a statutory
first lien in favor of CoBank to secure any indebtedness of the Company to
CoBank. In connection with the foregoing, the Company hereby acknowledges
receipt, prior to the execution of this Agreement, of CoBank's bylaws, a written
description of the terms and conditions under which the equity is issued,
CoBank's Loan-Based Capital Plan, CoBank's most recent annual report, and if
more recent than CoBank's latest annual report, its latest quarterly report.
SECTION 6. Security. The Company's obligations hereunder and under all
instruments and documents contemplated hereby shall be secured by a first
priority lien (subject only to exceptions permitted under the Original Indenture
or otherwise approved in writing by CoBank) pursuant to the Original Indenture.
SECTION 7. Notices. All notices hereunder shall be in writing and shall be
deemed to be duly given upon delivery, if delivered by "Express Mail," overnight
courier, messenger or other form of hand delivery or sent by telegram or
facsimile transmission (with receipt confirmed), or three days after mailing if
sent by certified or registered mail, to the parties at the following addresses
(or such other address for a party as shall be specified by like notice):
If to CoBank, as follows: If to the Company, as follows:
National Bank for Cooperatives Chugach Electric Association, Inc.
Post Office Box 5110 0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000 Xxxx Xxxxxx Xxx 000000
Xxxxxxxxx, XX 00000-0000
Attn: Western Division Attn: Xxx Xxxxxxxx
Rural Utility Banking Group
Fax No: (000) 000-0000 Fax No: (000) 000-0000
SECTION 8. Costs and Expenses. To the extent allowed by law, the Company
agrees to pay to CoBank, on demand, all out-of-pocket costs and expenses
incurred by CoBank (including, without limitation, the reasonable fees and
expenses of counsel retained by CoBank) in connection with the enforcement of
CoBank's rights under CoBank Bonds, and the Trust Indenture after an Event of
Default (the "Loan Documents").
SECTION 9. Effectiveness and Severability. This Agreement shall continue in
effect until all indebtedness and obligations of the Company hereunder and under
all other Loan Documents shall have been repaid or the Commitment shall expire,
whichever is later. Any provision of the Loan Documents which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or thereof.
SECTION 10. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the Company and CoBank and their respective
successors and assigns, except that the Company may not assign or transfer its
rights or obligations hereunder without the prior written consent of CoBank.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers as of the date shown above.
NATIONAL BANK FOR COOPERATIVES CHUGACH ELECTRIC ASSOCIATION, INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
Title: SVP Title: General Manager