Exhibit 10.45.6

                                                              Loan No. ML0976T1A

                    AMENDED AND RESTATED PROMISSORY NOTE AND
                      MULTIPLE ADVANCE TERM LOAN SUPPLEMENT

     THIS AMENDED AND RESTATED  PROMISSORY NOTE AND SUPPLEMENT (this "Promissory
Note and  Supplement")  to the Master Loan  Agreement  (the  "MLA")  dated as of
December 27, 2002, is entered into as of June 5, 2007 between  CHUGACH  ELECTRIC
ASSOCIATION,  INC.,  Anchorage,  Alaska,  an Alaska  electric  cooperative  (the
"Company") and CoBANK, ACB, a federally chartered  instrumentality of the United
States ("CoBank").

                                   BACKGROUND

     The Company and CoBank are parties to a Promissory  Note and  Consolidating
Term Loan  Supplement No. 000976T1 dated as of December 27, 2002 in the original
principal amount of $65,000,000.00  (as amended,  the "Existing  Promissory Note
and  Supplement").  The  Company  and CoBank now desire to amend and restate the
Existing  Promissory Note and Supplement.  The execution of this Promissory Note
and Supplement shall not constitute a novation of the  indebtedness  outstanding
under the Existing  Promissory Note and Supplement.  For valuable  consideration
(the receipt and sufficiency of which are hereby acknowledged),  the Company and
CoBank hereby agree that the Existing  Promissory  Note and Supplement  shall be
amended and restated in its entirety to read as follows:

     SECTION  1. The Term  Loan  Commitment.  As of the  date  hereof,  CoBank's
obligation to extend credit to the Company has expired and the unpaid  principal
balance of the Loans is $45,445,116.00.

     SECTION 2.  Purpose.  The  purpose  of the  Commitment  was and  remains to
refinance  the  outstanding  installments  of  principal  due under the Existing
Promissory Note and Supplement.

     SECTION 3. Term. INTENTIONALLY OMITTED.

     SECTION 4. Availability. INTENTIONALLY OMITTED.

     SECTION 5.  Interest.  The  Company  agrees to pay  interest  on the unpaid
balance of the Loan(s) in accordance with one or more of the following  interest
rate options, as selected by the Company:

     (A) Weekly Quoted  Variable Rate. At a rate per annum equal at all times to
the rate of interest  established  by CoBank on the first  Business  Day of each
week.  The rate  established  by CoBank may not exceed the CoBank  Base Rate (as
hereinafter defined) on that day plus 1/4 of 1% and shall be effective until the
first Business Day of the next week. Each change in the rate shall be applicable
to all balances  subject to this option and  information  about the then current
rate shall be made available upon telephonic  request.  For purposes hereof, the
CoBank Base Rate shall mean the rate of interest established by CoBank from time
to time as its  CoBank  Base  Rate,  which  Rate is  intended  by CoBank to be a
reference  rate and not its lowest rate. The CoBank Base Rate will change on the
date established by CoBank as the effective date of any change therein.

     (B) Quoted Rate Option. At a fixed rate per annum to be quoted by CoBank in
its sole discretion in each instance. Under this option, balances of $100,000.00
or more may be fixed for such

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                                                                             -2-

Amended and Restated Promissory Note and
Multiple Advance Term Loan Supplement ML0976T1A
CHUGACH ELECTRIC ASSOCIATION, INC.
Anchorage, Alaska

periods,  as may be agreeable to CoBank in its sole discretion in each instance.
Notwithstanding  the foregoing,  amounts subject to the Fixed Rate Option on the
date  hereof  (a list of  which is  attached  hereto  as  Exhibit  A and  hereby
incorporated  by reference)  shall  continue to be subject to such rates for the
remaining  fixed rate period(s)  specified in Exhibit A, but shall  otherwise be
subject to the terms hereof.

The Company may, on any Business Day,  elect to convert any portion of the Loans
bearing interest at the Weekly Quoted Variable Rate to the Fixed Rate Option. In
addition, on the last day of each fixed rate period, the Company may, subject to
the terms hereof,  elect to fix the rate for an additional period or convert the
balance to the  Variable  Rate  Option.  In the  absence  of any such  election,
interest shall automatically accrue on such balance at (and the Company shall be
deemed to have elected to convert such balance to) the Variable Rate Option. All
elections  provided  for herein shall be made  telephonically  or in writing and
must be received by 12:00 noon Company's  local time on the applicable  Business
Day. Until the principal is completely repaid,  interest on the unpaid principal
balance of the Loans shall be payable  monthly in arrears by the 20th day of the
following  month.  Interest shall be calculated on the actual number of days the
Loans  are  outstanding  on the  basis  of a year  consisting  of 360  days.  In
calculating  interest,  the date each installment of principal is paid shall, if
received before 3:00 p.m. Mountain time, be excluded.

     SECTION 6. Fees. INTENTIONALLY OMITTED.

     SECTION  7.  Promissory  Note.  The  Company  promises  to repay the unpaid
principal balance of the Loans in accordance with the repayment  schedule(s) for
each Loan shown on Exhibit A attached hereto. If any installment due date is not
a  Business  Day,  then such  installment  shall be due and  payable on the next
Business Day. In addition to the above,  the Company promises to pay interest on
the unpaid  principal  balance of the Loans at the times and in accordance  with
the provisions set forth above.

     SECTION 8. Prepayment. Subject to the broken funding surcharge provision of
the MLA, the Company may  (identifying  each Loan to be prepaid,  and where more
than one Loan is to be prepaid,  the amount of  prepayment  with respect to each
such Loan) prepay all or any portion of the Loan(s).  Unless  otherwise  agreed,
all  prepayments  will be applied to principal  installments on that Loan in the
inverse order of their maturity and to such balances,  fixed or variable on that
Loan, as CoBank shall specify.

     SECTION 9. Security. The Company's obligations hereunder and, to the extent
related  hereto,  the MLA,  shall be  unsecured  except to the extent  otherwise
provided in the MLA.

     IN WITNESS  WHEREOF,  the  parties  have caused  this  Promissory  Note and
Supplement to the MLA to be executed by their duly authorized officers as of the
date shown above.

CoBANK, ACB                                 CHUGACH ELECTRIC ASSOCIATION, INC.

By:    /s/ Pat Schultz                       By: /s/ Michael R. Cunningham
       -----------------------------            --------------------------------
Title: Assistant Corporate Secretary        Title: chief Financial Officer