Exhibit 10.45.7

                                                             Loan No. RI0214S01C

                    AMENDED AND RESTATED PROMISSORY NOTE AND
                      COMMITTED REVOLVING CREDIT SUPPLEMENT

      THIS AMENDED AND RESTATED PROMISSORY NOTE AND SUPPLEMENT (this "Promissory
Note and  Supplement")  to the Master Loan Agreement (the "MLA") dated as of May
3, 2005,  is entered  into as of  October  10.  2007  between  CHUGACH  ELECTRIC
ASSOCIATION,  INC.,  Anchorage,  Alaska, an Alaska cooperative  corporation (the
"Company") and CoBANK, ACB, a federally chartered  instrumentality of the United
States ("CoBank").

                                   BACKGROUND

      The Company and CoBank are parties to an Amended and  Restated  Promissory
Note and  Committed  Revolving  Credit  Supplement  No.  RI0214S01B  dated as of
September  12,  2006 in the  original  principal  amount  of  $7,500,000.00  (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 arc
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 Revolving Credit Facility.  On the terms and conditions set
forth in the MLA and this Promissory Note and Supplement,  CoBank agrees to make
loans to the Company during the period set forth below in an aggregate principal
amount  not  to  exceed   $7,500,000.00   at  any  one  time   outstanding  (the
"Commitment").  Within the limits of the  Commitment,  the  Company  may borrow,
repay and re-borrow.

      SECTION 2.  Purpose.  The  purpose  of the  Commitment  is to finance  the
operating needs of the Company and to fund interim capital expenditures.

      SECTION 3. Term. The term of the Commitment shall be from the date hereof,
up to and  including  October 31, 2008, or such later date as CoBank may, in its
sole discretion, authorize in writing.

      SECTION 4.  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 3% 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.

<PAGE>

                                                                             -2-

Amended and Restated Promissory Note and Committed
Revolving Credit Supplement RI0214S01C

      (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,  rates may be fixed
on such balances and for such periods, as may be agreeable to CoBank in its sole
discretion in each  instance,  provided that: (1) the minimum fixed period shall
be 30 days;  (2) amounts may be fixed in increments of  $100,000.00 or multiples
thereof;  and (3) the maximum  number of fixes in place at any one time shall be
5.

The Company  shall select the  applicable  rate option at the time it requests a
loan hereunder and may,  subject to the  limitations  set forth above,  elect to
convert  balances  bearing  interest at the  variable  rate option to one of the
fixed rate options. Upon the expiration of any fixed rate period, interest shall
automatically  accrue at the  variable  rate option  unless the amount  fixed is
repaid or fixed for an additional  period in  accordance  with the terms hereof.
Notwithstanding the foregoing, rates may not be fixed for periods expiring after
the maturity date of the loans. All elections  provided for herein shall be made
telephonically  or in writing and must be received by 12:00 Noon Company's local
time.  Interest  shall be  calculated  on the actual number of days each loan is
outstanding  on the basis of a year  consisting of 360 days and shall be payable
monthly in arrears by the 20th day of the  following  month or on such other day
in such month as CoBank shall require in a written notice to the Company.

      SECTION 5. Commitment Fee. In consideration of the Commitment, the Company
agrees to pay to CoBank a commitment  fee on the average daily unused portion of
the  Commitment  at the  rate of 1/8 of 1% per  annum  (calculated  on a 360 day
basis),  payable  monthly in arrears by the 20th day following each month.  Such
fee shall be payable for each month (or portion  thereof)  occurring  during the
original or any extended term of the Commitment.

      SECTION 6.  Promissory  Note.  The  Company  promises  to repay the unpaid
principal balance of the loans on the last day of the term of the Commitment, as
the term may be  extended  from time to time.  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 7.  Letters of Credit.  In  addition  to loans,  the  Company  may
utilize,  if agreeable to CoBank in its sole  discretion in each  instance,  the
Commitment to open irrevocable letters of credit for its account. Each letter of
credit will be issued within a reasonable  period of time after CoBank's receipt
of a duly  completed  and  executed  copy  of  CoBank's  then  current  form  of
Application and  Reimbursement  Agreement or, if applicable,  in accordance with
the terms of any CoTrade  Agreement  between the  parties,  and shall reduce the
amount  available  under the  Commitment by the maximum  amount capable of being
drawn thereunder.  Any draw under any letter of credit issued hereunder shall be
deemed a loan under the  Commitment  and shall be paid in  accordance  with this
Promissory  Note and  Supplement.  Each  letter  of  credit  must be in form and
content  acceptable to CoBank and must expire no later than the maturity date of
the Commitment.

      SECTION 8.  Security.  Except  for  CoBank's  statutory  first lien on all
equity that the  Company may now own or  hereafter  acquire or be  allocated  in
CoBank, the Company's obligations hereunder shall be unsecured.

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                                                                             -3-

Amended and Restated Promissory Note and Committed
Revolving Credit Supplement RI0214SO1C

      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: CFO