Exhibit 10.47.1

                       REVOLVING LINE OF CREDIT AGREEMENT

      REVOLVING LINE OF CREDIT AGREEMENT (this "Agreement"), dated as of October
17, 2007, between CHUGACH ELECTRIC ASSOCIATION,  INC. ("Borrower"),  an electric
cooperative  organized and existing  under the laws of the State of Alaska,  and
NATIONAL RURAL UTILITIES  COOPERATIVE FINANCE CORPORATION ("CFC"), a cooperative
association organized and existing under the laws of the District of Columbia.

                                    RECITALS

      WHEREAS,  the  Borrower  has  applied  to CFC for a line of credit for the
purposes  set forth in  Schedule 1 hereto,  and CFC is willing to extend  such a
line of credit to the Borrower on the terms and conditions stated herein.

      NOW,  THEREFORE,  for and in  consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree and bind themselves as
follows:

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.01 For purposes of this  Agreement,  the  following  capitalized
terms  shall  have  the  following  meanings  (such  definitions  to be  equally
applicable to the singular and the plural form thereof).

      "Advance" shall mean each advance of funds by CFC to Borrower  pursuant to
the terms and conditions of this Agreement.

      "Average TIER Ratio" shall mean the average of the  Borrower's two highest
annual TIER Ratios during the most recent three calendar years.

      "Business  Day"  shall  mean  any day  that  both  CFC and the  depository
institution CFC utilizes for funds transfers hereunder are open for business.

      "CFC Commitment" shall have the meaning as defined in Schedule 1 hereto.

      "CFC Line of Credit  Rate" shall mean the rate  published by CFC from time
to time, by electronic or other means, for similarly classified lines of credit,
but if not published,  then the rate  determined for such lines of credit by CFC
from time to time.

      "Default  Rate" shall mean a rate per annum equal to the interest  rate in
effect for an Advance plus three hundred basis points.

      "Effective  Date"  shall  mean the date  designated  as such by CFC on the
signature page hereof.

      "Event of  Default"  shall  have the  meaning as  described  in Article VI
hereof.

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      "GAAP" shall  mean generally accepted  accounting  principles set forth in
the opinions  and  pronouncements  of the  Accounting  Principles  Board and the
American   Institute  of  Certified   Public   Accountants  and  statements  and
pronouncements of the Financial Accounting Standards Board.

      "Governmental Authority" shall mean the government of the United States of
America,  any  other  nation  or  government,   any  state  or  other  political
subdivision  thereof,  whether  state  or  local,  and  any  agency,  authority,
instrumentality,  regulatory body, court or other entity  exercising  executive,
legislative,  judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

      "Lien" shall mean any statutory or common law consensual or non-consensual
mortgage, pledge, security interest,  encumbrance, lien, right of set off, claim
or charge of any kind,  including,  without limitation,  any conditional sale or
other title retention  transaction,  any lease transaction in the nature thereof
and any secured transaction under the Uniform Commercial Code.

      "Line of  Credit"  shall  mean the line of credit  extended  by CFC to the
Borrower,   pursuant  to  this  Agreement,  in  an  aggregate  principal  amount
outstanding at any time not to exceed the CFC Commitment.

      "Loan  Documents"  shall mean this  Agreement  and all other  documents or
instruments  executed,  delivered or executed and  delivered by the Borrower and
evidencing, securing, governing or otherwise pertaining to the Line of Credit.

      "Maturity Date" shall mean the date set forth in Schedule 1 hereto.

      "Obligations"   shall  mean  any  and  all  liabilities,   obligations  or
indebtedness  owing  by the  Borrower  to  CFC,  of  any  kind  or  description,
irrespective  of whether for the payment of money,  whether  direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising.

      "Payment  Date"  shall  mean the last day of March,  June,  September  and
December.

      "Person" shall mean natural persons, cooperatives,  corporations,  limited
liability  companies,  limited  partnerships,   general  partnerships,   limited
liability partnerships, joint ventures, associations, companies, trusts or other
organizations, irrespective of whether they are legal entities, and Governmental
Authorities.

      "Times Interest Earned Ratio ("TIER")" shall mean the ratio  determined as
follows: for each calendar year: (A) add (i) patronage capital or margins of the
Borrower,  (ii)  Interest  Expense on Total  Long-Term  Debt of the Borrower and
(iii) the amount of any expenses or provisions for any  non-recurring  charge to
income or margins  (including  without limitation the recognition of expense due
to  non-recoverability  of assets or expenses and the accelerated portion of the
amortization of any deferred  charges or regulatory  assets carried on the books
of the company) that have been  deducted in arriving at margins;  and (B) divide
the  total so  obtained  by  Interest  Expense  on Total  Long-Term  Debt of the
Borrower.

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                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

      Section  2.01 The Borrower  represents  and warrants to CFC that as of the
date of this Agreement:

      A. Good Standing. The Borrower is duly organized,  validly existing and in
good  standing  under  the  laws of the  jurisdiction  of its  incorporation  or
organization,  is duly qualified to do business and is in good standing in those
states in which it is required to be qualified to conduct its business.

      B. Authority;  Validity. The Borrower has the power and authority to enter
into this Agreement; to make the borrowing hereunder; to execute and deliver all
documents  and  instruments  required  hereunder  and to incur and  perform  the
obligations  provided for herein,  all of which have been duly authorized by all
necessary  and  proper  action;  and no  consent  or  approval  of  any  Person,
including, as applicable and without limitation,  members of the Borrower, which
has  not  been   obtained  is  required  as  a  condition  to  the  validity  or
enforceability hereof or thereof.

This Agreement is, and when fully  executed and delivered will be, legal,  valid
and binding upon the Borrower and enforceable against the Borrower in accordance
with its terms, subject to applicable  bankruptcy,  insolvency,  reorganization,
moratorium or other laws affecting  creditors'  rights  generally and subject to
general principles of equity.

      C. No  Conflicting  Agreements.  The  execution  and  delivery of the Loan
Documents and performance by the Borrower of the obligations thereunder, and the
transactions contemplated hereby or thereby, will not: (i) violate any provision
of law,  any  order,  rule  or  regulation  of any  court  or  other  agency  of
government,  any award of any  arbitrator,  the  articles  of  incorporation  or
by-laws of the Borrower, or any indenture,  contract, agreement,  mortgage, deed
of trust or other  instrument to which the Borrower is a party or by which it or
any of its property is bound; or (ii) be in conflict with, result in a breach of
or constitute  (with due notice and/or lapse of time) a default under,  any such
award,  indenture,  contract,  agreement,  mortgage,  deed  of  trust  or  other
instrument,  or result in the creation or imposition of any Lien upon any of the
property or assets of the Borrower.

The Borrower is not in default in any material  respect  under any  agreement or
instrument  to which  it is a party  or by  which  it is  bound  and no event or
condition  exists which  constitutes a default,  or with the giving of notice or
lapse of time, or both,  would  constitute a default under any such agreement or
instrument.

      D. Taxes. The Borrower has filed or caused to be filed all federal,  state
and local tax returns  which are  required to be filed and has paid or caused to
be paid all  federal,  state  and local  taxes,  assessments,  and  governmental
charges and levies thereon,  including interest and penalties to the extent that
such taxes,  assessments,  and governmental  charges and levies have become due,
except for such taxes,  assessments,  and governmental  charges and levies which
the Borrower is contesting in good faith by  appropriate  proceedings  for which
adequate reserves have been set aside.

      E. Licenses and Permits.  The Borrower has duly obtained and now holds all
licenses, permits,  certifications,  approvals and the like necessary to own and
operate its

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property and business  that are required by  Governmental  Authorities  and each
remains valid and in full force and effect.

      F. Litigation.  There are no outstanding judgments, suits, claims, actions
or proceedings pending or, to the knowledge of the Borrower,  threatened against
or  affecting  the  Borrower  or any  of  its  properties  which,  if  adversely
determined,  either individually or collectively,  would have a material adverse
effect  upon  the  business,  operations,   prospects,  assets,  liabilities  or
financial  condition of the  Borrower.  The  Borrower is not, to the  Borrower's
knowledge,  in default or violation with respect to any judgment,  order,  writ,
injunction, decree, rule or regulation of any Governmental Authority which would
have a material adverse effect upon the business, operations, prospects, assets,
liabilities or financial condition of the Borrower.

      G.  Financial  Statements.  The Borrower has  heretofore  furnished to CFC
complete and correct  copies of the balance sheet of the Borrower as at the date
identified in Schedule 1 hereto, the statement of operations of the Borrower for
the period  ending on said date,  and the interim  financial  statements  of the
Borrower.  Said balance  sheet fairly  presents the  financial  condition of the
Borrower as at said date and said  statement of operations  fairly  reflects its
operations  for the period  ending on said date.  The Borrower has no contingent
obligations  or  extraordinary   forward  or  long-term  commitments  except  as
specifically stated in said balance sheet or herein.  There has been no material
adverse  change in the  financial  condition or  operations of the Borrower from
that set forth in said financial  statements except changes disclosed in writing
to CFC prior to the date hereof.

      H. Required Approvals. No license, consent or approval of any Governmental
Authority is required to enable the Borrower to enter into this Agreement, or to
perform any of its Obligations provided for in such documents, including without
limitation (and if applicable),  that of any state public utilities  commission,
any  state  public  service  commission,   and  the  Federal  Energy  Regulatory
Commission,  except for  licenses,  consents or  approvals  of the  Governmental
Authorities  disclosed in Schedule 1 hereto,  all of which Borrower has obtained
prior to the date hereof.

      I.  Compliance  With Laws. The Borrower is in compliance,  in all material
respects,  with all applicable  requirements of law and all applicable rules and
regulations of each Governmental Authority whose violation would have a material
adverse effect upon the business, operations,  prospects, assets, liabilities or
financial condition of the Borrower.

      J.  Disclosure.  To the  Borrower's  knowledge,  information  and  belief,
neither this  Agreement nor any  document,  certificate  or financial  statement
furnished to CFC by or on behalf of the  Borrower in  connection  herewith  (all
such documents,  certificates and financial statements,  taken as a whole), when
considered  together with the reports filed by the Borrower under the Securities
Exchange Act of 1934,  contains any untrue statement of a material fact or omits
to state any material fact necessary in order to make the  statements  contained
herein and therein not misleading.

                                   ARTICLE III

                                  CREDIT TERMS

      Section  3.01  Advances.  CFC  agrees  to  advance  funds to the  Borrower
pursuant  to the  terms  and  conditions  hereof,  provided,  however,  that the
principal amount at any time outstanding

<PAGE>

under this  Agreement  shall not exceed the CFC  Commitment.  The  Borrower  may
borrow,  repay  and  reborrow  funds  at any  time or from  time up to,  but not
including,  the Maturity Date, at which time all principal amounts  outstanding,
and accrued, but unpaid interest thereon, shall be due and payable in full.

      Section  3.02  Payment  and  Interest  Rate.  The Line of Credit  shall be
payable and bear interest as follows:

      A. Interest Rate and Payment.  The Borrower  unconditionally  promises and
agrees to pay, as and when due, interest on all amounts advanced  hereunder from
the date of each  Advance  and to repay  all  amounts  advanced  hereunder  with
interest on the Maturity  Date,  if not sooner paid.  Interest  shall be due and
payable on each Payment Date. CFC shall send a payment notice to the Borrower at
least  five  days  prior  to the due  date of any  interest  payment,  provided,
however,  that CFC's  failure to send a payment  notice  shall not  constitute a
waiver by CFC or be deemed to relieve  the  Borrower of its  obligation  to make
payments as and when due as provided for herein. All amounts shall be payable at
CFC's main office at 2201 Cooperative Way,  Herndon,  Virginia  20171-3025 or at
such other location as designated by CFC from time to time. The interest rate on
all Advances will be equal to the CFC Line of Credit Rate in effect from time to
time, which shall not exceed the Prevailing Bank Prime Rate (as defined herein),
plus one percent per annum.  Interest will be computed on the basis of a 365 day
year  for the  actual  number  of days  that any  Advance  is  outstanding.  The
effective date of an interest rate  adjustment  will be determined  from time to
time by CFC,  provided that no such  adjustment may be effective on a date other
than the first or  sixteenth  day of any month,  and any such  adjustment  shall
remain in effect until any subsequent change in the interest rate occurs.

The "Prevailing Bank Prime Rate" is that bank prime rate published in the "Money
Rates"  column  of  the  eastern  edition  of The  Wall  Street  Journal  on the
publication  day  immediately  preceding  the day on which an  adjustment in the
interest rate hereof shall become  effective.  If The Wall Street  Journal shall
cease  publishing the Prevailing Bank Prime Rate, the Prevailing Bank Prime Rate
shall be determined by CFC by reference to another  publication  reporting  bank
prime rates in a similar manner.

      B.  Application  of  Payments.  Each  payment  shall  be  applied  to  the
Obligations,  first to any fees, costs,  expenses or charges other than interest
or principal then due on the Borrower's  indebtedness to CFC, second to interest
accrued and the balance to principal.

      Section 3.03 Paydown  Requirement.  For each  12-month  period while this
Agreement  is  in  effect,  Borrower  shall,  for a  period  of  at  least  five
consecutive business days, pay down the entire outstanding  principal balance on
this line of credit ("Paydown").  Borrower shall make the initial Paydown within
360 days of the first Advance hereunder,  and shall make each subsequent Paydown
within 360 days of the date of the first Advance following each Paydown.

      Section 3.04 Limitation on Advances. While an Advance is outstanding,  CFC
reserves  the right to limit  further  Advances  if the sum of (a) all  Advances
outstanding,  (b) the amount of any further Advance requested, and (c) the total
amount of Borrower's other unsecured  outstanding  obligations to repay borrowed
money (excluding trade  payables),  would exceed the CFC Commitment.  CFC may in
its sole  discretion  decline to make any  Advance  during  any period  when the
Borrower is in default hereunder.

      Section 3.05 Mandatory Prepayment.  If there is a change in the Borrower's
corporate  structure  (including  without  limitation by merger,  consolidation,
conversion or acquisition, except

<PAGE>

where  the  purchaser,  successor  or  resulting  entity  meets  the  conditions
described in paragraph 7(a) of Schedule 1 hereto),  then upon the effective date
of such change,  (a) the  Borrower  shall no longer have the ability to request,
and CFC  shall  have no  obligation  to  make,  Advances  hereunder  and (b) the
Borrower  shall  repay the  outstanding  principal  balance of all  Obligations,
together  with any  accrued but unpaid  interest  thereon,  any unpaid  costs or
expenses provided for herein, and upon repayment  thereof,  this Agreement shall
automatically terminate without further action by either Borrower or CFC.

Notwithstanding the foregoing, Borrower shall retain the ability to request, and
CFC shall retain the  obligation to make,  Advances  hereunder and no prepayment
shall be  required  under this  Section  3.05 if,  after  giving  effect to such
change,  Borrower, or its successor in interest, is engaged in the furnishing of
electric  utility  services to its members and patrons for their use as ultimate
consumers  and is  organized as a  cooperative,  nonprofit  corporation,  public
utility district, municipality, or other public governmental body.

      Section 3.06 Termination and Cancellation of Existing Agreement.  Borrower
agrees  that its  existing  line of  credit  No.  AK008-R-5101  with CFC and any
agreement(s) relating thereto shall be terminated and any outstanding principal,
interest and other amounts  outstanding  thereunder  shall be transferred to the
line of credit  established  pursuant  to this  Agreement  and deemed an Advance
hereunder.

      Section 3.07 Default Rate. If Borrower  defaults on its obligation to make
a payment  due  hereunder  by the  applicable  Payment  Date,  and such  default
continues for thirty days  thereafter,  then beginning on the  thirty-first  day
after the Payment Date and for so long as such default continues, Advances shall
bear interest at the Default Rate.

                                   ARTICLE IV

                              CONDITIONS OF LENDING

      Section  4.01 The  obligation  of CFC to make  any  Advance  hereunder  is
subject  to  satisfaction  of the  following  conditions  in form and  substance
satisfactory to CFC:

      A. RESERVED.

      B.  Documents.  CFC shall have been  furnished  with (i) the executed Loan
Documents,  (ii)  certified  copies  of all such  organizational  documents  and
proceedings of the Borrower  authorizing the transactions hereby contemplated as
CFC shall  require,  and (iii) all other such  documents  as CFC may  reasonably
request.

      C. Government Approvals. The Borrower shall have furnished to CFC true and
correct  copies  of all  certificates,  authorizations,  consents,  permits  and
licenses from Governmental  Authorities  necessary for the execution or delivery
of the  Loan  Documents  or  performance  by  the  Borrower  of the  obligations
thereunder.

      D.  Representations  and Warranties.  The  representations  and warranties
contained  in Article II shall be true on the date of the making of each Advance
hereunder with the same effect as though such representations and warranties had
been made on such date;  no Event of Default and no event which,  with the lapse
of time or the notice and lapse of time would  become  such an Event of Default,
shall have occurred and be continuing or will have occurred  after giving effect
to each  Advance on the books of the  Borrower;  there  shall  have

<PAGE>

occurred no material  adverse change in the business or condition,  financial or
otherwise, of the Borrower; and nothing shall have occurred which in the opinion
of CFC  materially and adversely  affects the Borrower's  ability to perform its
obligations hereunder.

      E. Requisitions.  Borrower will requisition each Advance by submitting its
requisition to CFC in form and substance satisfactory to CFC no later than 12:00
noon local time at CFC's offices in Herndon,  Virginia on the Business Day prior
to the Business Day Borrower seeks to have funds advanced.

CFC may require the  Borrower to submit such  additional  information  as it may
reasonably require prior to funding the Advance request.

      F. Special Conditions.  CFC shall be fully satisfied that the Borrower has
complied with all special conditions identified in Schedule 1 hereto.

                                    ARTICLE V

                                    COVENANTS

      Section 5.01 The Borrower covenants and agrees with CFC that until payment
in full of the Line of Credit and performance of all obligations of the Borrower
hereunder:

      A. Use of Proceeds.  The  Borrower  shall use the proceeds of this Line of
Credit solely for the purposes identified on Schedule 1 hereto.

      B. Notice. The Borrower shall promptly notify CFC in writing of:

            (i)   any  material  adverse  change  in the  business,  operations,
                  prospects,  assets,  liabilities or financial condition of the
                  Borrower or its subsidiaries;

            (ii)  the institution or threat of any litigation or  administrative
                  proceeding  of  any  nature  involving  the  Borrower  or  any
                  subsidiary  which  could   materially   affect  the  business,
                  operations,   prospects,   assets,  liabilities  or  financial
                  condition of the Borrower or any subsidiary;

            (iii) the occurrence of an Event of Default hereunder,  or any event
                  that,  with the  giving of  notice or lapse of time,  or both,
                  would constitute an Event of Default.

      C. Default Notices.  Upon receipt of any notices with respect to a default
by the  Borrower  or any  subsidiary  under  the  terms of any  evidence  of any
indebtedness  with parties other than CFC or of any loan agreement,  mortgage or
other  agreement  relating  thereto,  the Borrower  shall,  and shall cause each
subsidiary to, deliver copies of such notice to CFC.

      D. Financial Books; Financial Reports;  Right of Inspection.  The Borrower
will at all times keep, and safely preserve,  proper books, records and accounts
in which full and true entries will be made of all of the dealings, business and
affairs of the Borrower,  in accordance with GAAP. The Borrower will cause to be
prepared and furnished to CFC within one hundred twenty (120) days of the end of
each of the Borrower's  fiscal years during the term hereof, a full and complete
consolidated  and  consolidating  report of its  financial  condition and of its
operations  as of the  end  of  such  fiscal  year,  audited  and  certified  by
independent certified public

<PAGE>

accountants   nationally  recognized  or  otherwise   satisfactory  to  CFC  and
accompanied by a report of such audit in form and substance satisfactory to CFC,
including without limitation a consolidated and consolidating  balance sheet and
the related  consolidated and consolidating  statements of income and cash flow.
CFC, through its representatives,  shall at all times during reasonable business
hours and upon prior  notice  have  access to, and the right to inspect and make
copies of, any or all books,  records  and  accounts,  and any or all  invoices,
contracts, leases, payrolls, canceled checks, statements and other documents and
papers of every kind  belonging  to or in the  possession  of the Borrower or in
anyway pertaining to its property or business.

      E. Compliance With Laws. The Borrower and each Subsidiary  shall remain in
compliance,  in all material respects,  with all applicable  requirements of law
and  applicable  rules and  regulations  of each  Governmental  Authority  whose
violation  would have a material  adverse effect upon the business,  operations,
prospects, assets, liabilities or financial condition of the Borrower.

      F.  Taxes.  The  Borrower  shall  pay,  or  cause  to be paid  all  taxes,
assessments or governmental  charges lawfully levied or imposed on or against it
and its  properties  prior to the time they  become  delinquent,  except for any
taxes,  assessments  or charges that are being  contested in good faith and with
respect to which adequate  reserves as determined in good faith by Borrower have
been established and are being maintained.

      G. Special Covenants.  The Borrower will comply with any special covenants
identified in Schedule 1 hereto.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

      Section  6.01 The  following  shall be  "Events  of  Default"  under  this
Agreement:

      A. Representations and Warranties.  Any representation or warranty made by
the  Borrower  herein,  or in  any  of  the  other  Loan  Documents,  or in  any
certificate  or financial  statement  furnished to CFC hereunder or under any of
the other Loan  Documents  shall prove to be false or misleading in any material
respect.

      B. Payment.  The Borrower shall fail to pay (whether upon stated maturity,
by  acceleration,  or otherwise)  any principal,  interest,  premium (if any) or
other amount  payable  under the Line of Credit  within five (5)  Business  Days
after the due date thereof.

      C. Other Covenants.

         (i) No Grace Period.  Failure of the Borrower to observe or perform any
         covenant or agreement contained in Sections 5.01.A, 5.01.C, 5.01.D, or
         5.01.G, of this Agreement.

         (ii)  Thirty Day Grace  Period.  Failure of the  Borrower to observe or
         perform any other covenant or agreement  contained in this Agreement or
         any of the other Loan  Documents,  which shall  remain  unremedied  for
         thirty (30) calendar days after written  notice thereof shall have been
         given to the Borrower by CFC.

<PAGE>

      D. Legal  Existence,  Permits and Licenses.  The Borrower shall forfeit or
otherwise  be  deprived  of  (i)  its  authority  to  conduct  business  in  the
jurisdiction  in which it is organized or in any other  jurisdiction  where such
authority  is required in order for the Borrower to conduct its business in such
jurisdiction or (ii) permits, easements,  consents or licenses required to carry
on any material portion of its business.

      E. Other CFC  Obligations.  The Borrower  shall be in breach or default of
any other  Obligation,  which  breach or default  continues  uncured  beyond the
expiration of any applicable grace period.

      F. Other  Obligations.  The Borrower shall (i) fail to make any payment of
any principal,  premium or any other amount due or interest on any  indebtedness
(other than trade  payables  arising in the  ordinary  course of business of the
Borrower)  with  parties  other than CFC which shall  remain  unpaid  beyond the
expiration of any applicable grace period,  or (ii) be in breach or default with
respect to any other term of any  evidence of any other  indebtedness  exceeding
$500,000.00  with parties other than CFC or of any loan  agreement,  mortgage or
other  agreement  relating  thereto  which breach or default  continues  uncured
beyond the  expiration of any  applicable  grace  period,  if the effect of such
failure,  default  or  breach  is  to  cause  the  holder  or  holders  of  that
indebtedness  to cause that  indebtedness  to become or be declared due prior to
its stated maturity (upon the giving or receiving of notice, lapse of time, both
or otherwise).

      G. Involuntary  Bankruptcy.  An involuntary case or other proceeding shall
be commenced against the Borrower seeking  liquidation,  reorganization or other
relief with  respect to it or its debts under  bankruptcy,  insolvency  or other
similar law now or hereafter in effect or seeking the  appointment of a trustee,
receiver,  liquidator,  custodian  or  other  similar  official  of  it  or  any
substantial  part of its property and such  involuntary case or other proceeding
shall continue without  dismissal or stay for a period of sixty (60) days; or an
order for  relief  shall be  entered  against  the  Borrower  under the  federal
bankruptcy laws or applicable state law as now or hereafter in effect.

      H.  Insolvency.  The  Borrower  shall  commence a voluntary  case or other
proceeding seeking  liquidation,  reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other similar law now or
hereafter  in  effect  or  seeking  the  appointment  of  a  trustee,  receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property,  or shall consent to any such relief or to the  appointment  of or
taking  possession  by any such  official in an  involuntary  case or proceeding
commenced  against  it, or shall make a general  assignment  for the  benefit of
creditors,  or shall admit in writing its inability  to, or be generally  unable
to, pay its debts as they become due, or shall take any action to authorize  any
of the foregoing.

      I.  Dissolution  or  Liquidation.  Other than as provided in subsection H.
above,  the  dissolution  or  liquidation  of the  Borrower,  or  failure by the
Borrower  promptly  to  forestall  or  remove  any  execution,   garnishment  or
attachment  of such  consequence  as will  impair its  ability to  continue  its
business  or  fulfill  its  obligations  and  such  execution,   garnishment  or
attachment shall not be vacated within sixty (60) days.

      J.  Material  Adverse  Change.  Any  adverse  change  in the  business  or
condition,  financial or otherwise, of the Borrower or any subsidiary that would
materially  impair the ability of the Borrower to perform its obligations  under
the Loan Documents.

<PAGE>

      K. Monetary  Judgment.  The Borrower  shall suffer any money  judgment not
covered by insurance, writ or warrant of attachment or similar process involving
an amount in excess of $500,000 and shall not  discharge,  vacate,  bond or stay
the same within a period of sixty (60) days.

      L.  Nonmonetary  Judgment.  One or more  nonmonetary  judgments  or orders
(including,  without limitation,  injunctions,  writs or warrants of attachment,
garnishment,  execution,  distraint,  replevin  or  similar  process)  shall  be
rendered  against the Borrower that,  either  individually  or in the aggregate,
could  reasonably  be  expected  to have a  material  adverse  effect  upon  the
business,  operations,  prospects, assets, liabilities or financial condition of
the Borrower.

                                   ARTICLE VII

                                    REMEDIES

      Section  7.01 If any of the Events of  Default  listed in Section 6 hereof
shall occur after the date of this  Agreement  and shall not have been  remedied
within the applicable grace periods specified therein, then CFC may:

      (a)   Cease making Advances hereunder;

      (b)   Declare all unpaid principal  outstanding on the Line of Credit, all
            accrued and unpaid interest thereon, and all other Obligations to be
            immediately  due and  payable  and the same shall  thereupon  become
            immediately due and payable without presentment,  demand, protest or
            notice of any kind, all of which are hereby expressly waived;

      (c)   Exercise  rights  of  setoff  or  recoupment  and  apply any and all
            amounts  held, or hereby held, by CFC or owed to the Borrower or for
            the  credit or account of the  Borrower  against  any and all of the
            Obligations of the Borrower now or hereafter  existing  hereunder or
            under the Line of Credit,  including,  but not limited to, patronage
            capital  allocations  and  retirements,  money due to Borrower  from
            equity certificates  purchased from CFC, and any membership or other
            fees that would otherwise be returned to Borrower. The rights of CFC
            under this  section are in addition to any other rights and remedies
            (including other rights of setoff or recoupment) which CFC may have.
            The Borrower waives all rights of setoff,  deduction,  recoupment or
            counterclaim;

      (d)   Pursue all rights and remedies available to CFC at law or in equity,
            including,  but not  limited  to, a suit for  specific  performance,
            injunctive relief or damages;

Nothing  herein  shall limit the right of CFC to pursue all rights and  remedies
available to a creditor  following the  occurrence of an Event of Default.  Each
right, power and remedy of CFC shall be cumulative and concurrent,  and recourse
to one or more rights or  remedies  shall not  constitute  a waiver of any other
right, power or remedy.

<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

      Section  8.01  Notices.  All notices,  requests  and other  communications
provided for herein  including,  without  limitation,  any  modifications of, or
waivers,  requests or consents  under,  this Agreement shall be given or made in
writing  (including,  without  limitation,  by  telecopy)  and  delivered to the
intended  recipient at the "Address for Notices"  specified below; or, as to any
party, at such other address as shall be designated by such party in a notice to
each  other  party.  All such  communications  shall be deemed to have been duly
given (a) when personally delivered including,  without limitation, by overnight
mail or  courier  service,  (b) in the case of  notice by  United  States  mail,
certified or registered, postage prepaid, return receipt requested, upon receipt
thereof,  or (c) in the case of notice by telecopy,  upon transmission  thereof,
provided such  transmission  is promptly  confirmed by either of the methods set
forth in clauses  (a) or (b) above in each case given or  addressed  as provided
for herein.  The Address  for  Notices of each of the  respective  parties is as
follows:

                          National Rural Utilities Cooperative Finance
                            Corporation
                          2201 Cooperative Way
                          Herndon, Virginia 20171-3025
                          Attention: Senior Vice President - Member Services
                          Fax # 703-709-6776

                          The Borrower:

                          The address set forth in
                          Schedule 1 hereto

      Section 8.02  Expenses.  Borrower  shall  reimburse CFC for any reasonable
costs and  out-of-pocket  expenses paid or incurred by CFC  (including,  without
limitation,  reasonable fees and expenses of outside  attorneys,  paralegals and
consultants)  for all  actions  CFC  takes,  (a) to enforce  the  payment of any
Obligation or in preparation for such enforcement, (b) to restructure any of the
Obligations,  (c) to review, approve or grant any consents or waivers hereunder,
(d) to amend or modify this Agreement, and (e) to prepare,  negotiate,  execute,
deliver, amend or modify any other agreements,  documents and instruments deemed
necessary or appropriate by CFC in connection with any of the foregoing.

The amount of all such expenses identified in this Section 8.02 shall be payable
upon demand, and if not paid, shall accrue interest at the Default Rate.

      Section 8.03 Late Payments.  If payment of any amount due hereunder is not
received at CFC's office in Herndon,  Virginia or such other location as CFC may
designate  to the  Borrower,  within five (5)  Business  Days after the due date
thereof,  the  Borrower  will pay to CFC, in  addition to all other  amounts due
under the terms of the Loan  Documents,  any late payment charge as may be fixed
by CFC from time to time pursuant to its policies of general  application  as in
effect from time to time.

      Section 8.04.  Non-Business Day Payments. If any payment to be made by the
Borrower  hereunder  shall become due on a day which is not a Business Day, such
payment

<PAGE>

shall be made on the next  succeeding  Business  Day and such  extension of time
shall be included in computing any interest in respect of such payment.

      Section  8.05 Filing  Fees.  To the extent  permitted by law, the Borrower
agrees to pay all expenses of CFC (including the reasonable fees and expenses of
its  counsel)  in  connection  with the  filing,  registration,  recordation  or
perfection of any  instruments as may be required by CFC in connection with this
Agreement,  including,  without limitation,  all documentary stamps, recordation
and  transfer  taxes and other costs and taxes  incident to  execution,  filing,
registration,  recordation  or  perfection  of any  document  or  instrument  in
connection herewith. The Borrower agrees to save harmless and indemnify CFC from
and  against  any  liability  resulting  from the  failure  to pay any  required
documentary  stamps,  recordation  and transfer taxes,  recording  costs, or any
other expenses incurred by CFC in connection with this Agreement. The provisions
of this  subsection  shall survive the execution and delivery of this  Agreement
and the payment of all other amounts due hereunder.

      Section 8.06 CFC  Accounts.  Borrower  agrees that the records of, and all
computations  by, CFC (in whatever  media they are recorded or maintained) as to
the amount of  principal,  interest  and fees due on the Line of Credit shall be
presumptive evidence in the absence of manifest error.

      Section  8.07  Waiver;  Modification.  No  failure  on the  part of CFC to
exercise, and no delay in exercising,  any right or power hereunder or under the
other Loan Documents shall operate as a waiver thereof,  nor shall any single or
partial  exercise  by  CFC  of  any  right  hereunder,  or  any  abandonment  or
discontinuance  of steps to enforce  such right or power,  preclude any other or
further  exercise  thereof  or the  exercise  of any other  right or  power.  No
modification  or waiver of any  provision  of this  Agreement  or the other Loan
Documents and no consent to any departure by the Borrower therefrom shall in any
event be  effective  unless the same  shall be in writing by the party  granting
such  modification,  waiver or consent,  and then such  modification,  waiver or
consent shall be effective only in the specific instance and for the purpose for
which given.

      SECTION 8.08 GOVERNING  LAW;  SUBMISSION TO  JURISDICTION;  WAIVER OF JURY
TRIAL.

      (A) THE PERFORMANCE  AND  CONSTRUCTION OF THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA.

      (B) THE BORROWER HEREBY SUBMITS TO THE  NON-EXCLUSIVE  JURISDICTION OF THE
UNITED STATES  COURTS  LOCATED IN VIRGINIA AND OF ANY STATE COURT SO LOCATED FOR
PURPOSES OF ALL LEGAL  PROCEEDINGS  ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE BORROWER IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT  PERMITTED BY APPLICABLE  LAW, ANY OBJECTIONS  THAT IT MAY NOW OR
HEREAFTER HAVE TO THE ESTABLISHING OF THE VENUE OF ANY SUCH PROCEEDINGS  BROUGHT
IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH  PROCEEDING  HAS BEEN  BROUGHT IN AN
INCONVENIENT FORUM,

      (C) THE BORROWER AND CFC EACH HEREBY  IRREVOCABLY  WAIVES,  TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY

<PAGE>

JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

      SECTION 8.09  INDEMNIFICATION.  THE BORROWER HEREBY INDEMNIFIES AND AGREES
TO  HOLD  HARMLESS,  AND  DEFEND  CFC  AND  ITS  MEMBERS,  DIRECTORS,  OFFICERS,
EMPLOYEES,  AGENTS,  ATTORNEYS AND  REPRESENTATIVES  (EACH AN "INDEMNITEE") FOR,
FROM, AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES,  COSTS, AND EXPENSES
(INCLUDING,  WITHOUT LIMITATION, COSTS AND EXPENSES OF LITIGATION AND REASONABLE
ATTORNEYS'  FEES) ARISING FROM ANY CLAIM OR DEMAND IN RESPECT OF THIS  AGREEMENT
AND THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT AND
THE OTHER  LOAN  DOCUMENTS  AND  ARISING  AT ANY TIME,  WHETHER  BEFORE OR AFTER
PAYMENT AND  PERFORMANCE OF ALL  OBLIGATIONS  UNDER THIS AGREEMENT AND THE OTHER
LOAN  DOCUMENTS  IN FULL,  EXCEPTING  ANY SUCH MATTERS  ARISING  SOLELY FROM THE
NEGLIGENCE  OR  WILLFUL  MISCONDUCT  OF CFC OR ANY  INDEMNITEE.  NOTWITHSTANDING
ANYTHING TO THE  CONTRARY  CONTAINED IN SECTION  8.11  HEREOF,  THE  OBLIGATIONS
IMPOSED  UPON THE BORROWER BY THIS SECTION  SHALL  SURVIVE THE  REPAYMENT OF THE
LINE OF CREDIT AND THE TERMINATION OF THIS AGREEMENT.

      Section  8.10  Complete  Agreement.  This  Agreement,  together  with  the
schedules  to this  Agreement  and  the  other  Loan  Documents,  and the  other
agreements and matters referred to herein or by their terms referring hereto, is
intended by the parties as a final expression of their agreement and is intended
as a complete  statement of the terms and conditions of their agreement.  In the
event of any  conflict in the terms and  provisions  of this  Agreement  and any
other Loan Documents, the terms and provisions of this Agreement shall control.

      Section 8.11 Survival; Successors and Assigns. All covenants,  agreements,
representations  and  warranties  of the  Borrower  which are  contained in this
Agreement  shall survive the execution and delivery to CFC of the Loan Documents
and the making of the Advances  hereunder  and shall  continue in full force and
effect until all of the  obligations  under the Loan Documents have been paid in
full. All covenants, agreements,  representations and warranties of the Borrower
which  are  contained  in this  Agreement  shall  inure  to the  benefit  of the
successors  and assigns of CFC. The Borrower  shall not have the right to assign
its rights or obligations under this Agreement.

      Section 8.12 Use of Terms. The use of the singular herein shall also refer
to the plural, and vice versa.

      Section 8.13  Headings.  The headings and  sub-headings  contained in this
Agreement  are intended to be used for  convenience  only and do not  constitute
part of this Agreement.

      Section 8.14  Severability.  If any term,  provision or condition,  or any
part thereof, of this Agreement or the other Loan Documents shall for any reason
be found or held invalid or unenforceable by any governmental agency or court of
competent jurisdiction, such invalidity or unenforceability shall not affect the
remainder of such term,  provision or condition nor any other term, provision or
condition,  and this Agreement and the other Loan Documents shall survive and be
construed as if such invalid or unenforceable  term,  provision or condition had
not been contained therein.

<PAGE>

      Section 8.15 Binding Effect. This Agreement shall become effective when it
shall  have been  executed  by both  Borrower  and CFC and  thereafter  shall be
binding upon and inure to the benefit of Borrower  and CFC and their  respective
successors and assigns.

      Section 8.16  Counterparts.  This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same document.  Signature pages may be detached from
the  counterparts  and attached to a single copy of this Agreement to physically
form one document.

      Section 8.17 Schedule 1. Schedule 1 attached hereto is an integral part of
this Agreement.

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

                                            CHUGACH ELECTRIC ASSOCIATION, INC.

(SEAL)
                                            By: /s/ Michael R. Cunningham
                                               ---------------------------------
                                            Title: C.F.O

 Attest:    /s/ Alex Gimarc
        -----------------------------
              Secretary

                                            NATIONAL RURAL UTILITIES COOPERATIVE
                                            FINANCE CORPORATION

 (SEAL)
                                            By:  MARIANNE L DUSOID
                                               ---------------------------------
                                                  Assistant Secretary-Treasurer

                                                MARIANNE L DUSOLD

 Attest:    KERRY ROLLINS
        -----------------------------
            Assistant Secretary-Treasurer

           KERRY ROLLINS

                  Effective Date: October 14, 2007 (to be filled in by CFC)

                                  Loan Number: AK008-R-5102

<PAGE>

                                   SCHEDULE 1

1.    The purpose of this Line of Credit is to provide funds for the  Borrower's
      general  corporate  use,   consistent  with  the  Borrower's  articles  of
      incorporation,  bylaws and  applicable  federal,  state and local laws and
      regulations.

2.    The CFC Commitment shall mean $50,000,000.00.

3.    Maturity  Date shall mean the date sixty (60)  months  from the  Effective
      Date.

4.    The date of the Borrower's balance sheet referred to in Section 2.01.G. is
      December 31, 2006.

5.    The Governmental Authority referred to in Section 2.01.H. is: None

6.    The special  conditions  referred  to in Section  4.01.F. are as follows:
      None

7.    The special covenants referred to in Section 5.01.I. are as follows:

      (a)   Borrower  shall  not  consolidate   with,  merge,  or  sell  all  or
            substantially  all of its  business  or  assets,  or  enter  into an
            agreement for such consolidation,  merger or sale, to another entity
            or person unless such action is either approved,  as is evidenced by
            the prior  written  consent of CFC, or the  purchaser,  successor or
            resulting corporation is or becomes a member in good standing of CFC
            and  assumes  the  due and  punctual  performance  of the  covenants
            contained in this Agreement; and

      (b)   Borrower shall maintain an Average TIER of not less than l.10.

8.    The address for notices to the Borrower referred to in Section 8.01 is P.
      O. Box 196300, Anchorage, Alaska 99519-6300, Attention: President/CEO,
      Fax: (907) 562-0027.