Exhibit 4.25



 Exhibit 4.25 
 Execution Version 
  

 
 CHUGACH
ELECTRIC ASSOCIATION, INC. 
 $250,000,000 

$75,000,000 4.01% FIRST MORTGAGE BONDS, 2012 SERIES A,
TRANCHE A, 
 DUE MARCH 15, 2032 

$125,000,000 4.41% FIRST MORTGAGE BONDS, 2012 SERIES A,
TRANCHE B 
 DUE MARCH 15, 2042 

$50,000,000 4.78% FIRST MORTGAGE BONDS, 2012 SERIES A,
TRANCHE C 
 DUE MARCH 15, 2042 

 
  

BOND PURCHASE AGREEMENT 

 
  

DATED JANUARY 11, 2012 

 
  

 







 TABLE OF CONTENTS 

 

									
	SECTION	 	HEADING	 	PAGE	 
		
	
SECTION 1.          AUTHORIZATION OF 2012
SERIES A BONDS
	 	 	1	  
		
	 SECTION 2.          SALE
AND PURCHASE OF 2012 SERIES A BONDS
	 	 	2	  
		
	
SECTION 3.          CLOSING
	 	 	2	  
		
	 SECTION 4.          CONDITIONS
TO CLOSING
	 	 	3	  
				
		 	Section 4.1.	 	 Representations and Warranties
	 	 	3	  
		 	Section 4.2.	 	 Performance; No Default
	 	 	3	  
		 	Section 4.3.	 	 Compliance Certificates
	 	 	3	  
		 	Section 4.4.	 	 Opinions of Counsel
	 	 	3	  
		 	Section 4.5.	 	 Purchase Permitted by Applicable Law
	 	 	4	  
		 	Section 4.6.	 	 Sale of Other Bonds
	 	 	4	  
		 	Section 4.7.	 	 Payment of Special Counsel Fees
	 	 	4	  
		 	Section 4.8.	 	 Private Placement Number
	 	 	4	  
		 	Section 4.9.	 	 Changes in Corporate Structure
	 	 	4	  
		 	Section 4.10.	 	 Funding Instructions
	 	 	4	  
		 	Section 4.11.	 	 Recording and Filing of the Supplemental Indentures
	 	 	4	  
		 	Section 4.12.	 	 Proceedings and Documents
	 	 	5	  
		 	Section 4.13.	 	 Documents Required by Indenture; Basis for Authentication
	 	 	5	  
		 	Section 4.14.	 	 Regulatory Approval
	 	 	5	  
		 	Section 4.15.	 	 Consents Under Existing Debt Agreements
	 	 	5	  
		 	Section 4.16.	 	 Acceptance of Appointment to Receive Service of Process
	 	 	5	  
		
	
SECTION 5.          REPRESENTATIONS AND
WARRANTIES OF THE COMPANY
	 	 	6	  
				
		 	Section 5.1.	 	 Organization; Power and Authority
	 	 	6	  
		 	Section 5.2.	 	 Authorization
	 	 	6	  
		 	Section 5.3.	 	 Disclosure
	 	 	6	  
		 	Section 5.4.	 	 Organization and Ownership of Shares of Subsidiaries
	 	 	6	  
		 	Section 5.5.	 	 Financial Statements; Material Liabilities
	 	 	6	  
		 	Section 5.6.	 	 Compliance with Laws, Other Instruments
	 	 	7	  
		 	Section 5.7.	 	 Governmental Authorizations
	 	 	7	  
		 	Section 5.8.	 	 Litigation; Observance of Statutes and Orders
	 	 	7	  
		 	Section 5.9.	 	 Taxes
	 	 	7	  
		 	Section 5.10.	 	 Title to Property; Leases
	 	 	7	  
		 	Section 5.11.	 	 Licenses, Permits, Etc
	 	 	8	  
		 	Section 5.12.	 	 Compliance with ERISA
	 	 	8	  
		 	Section 5.13.	 	 Private Offering by the Company
	 	 	9	  
		 	Section 5.14.	 	 Use of Proceeds; Margin Regulations
	 	 	9	  
		 	Section 5.15.	 	 Existing Indebtedness
	 	 	9	  


  
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		 	Section 5.16.	 	 Foreign Assets Control Regulations
	 	 	10	  
		 	Section 5.17.	 	 Status under Certain Statutes
	 	 	11	  
		 	Section 5.18.	 	 Lien of Indenture
	 	 	11	  
		 	Section 5.19.	 	 Filings
	 	 	11	  
		
	
SECTION 6.          REPRESENTATIONS OF
THE PURCHASERS
	 	 	12	  
				
		 	Section 6.1.	 	 Purchase for Investment
	 	 	12	  
		 	Section 6.2.	 	 Source of Funds
	 	 	12	  
		
	 SECTION 7.          INFORMATION
AS TO COMPANY
	 	 	14	  
				
		 	Section 7.1.	 	 Financial and Business Information
	 	 	14	  
		 	Section 7.2.	 	 Officer’s Certificate
	 	 	16	  
		 	Section 7.3.	 	 Visitation
	 	 	17	  
		
	 SECTION 8.          AFFIRMATIVE
COVENANTS
	 	 	18	  
				
		 	Section 8.1.	 	 Compliance with Law
	 	 	18	  
		 	Section 8.2.	 	 Insurance
	 	 	18	  
		 	Section 8.3.	 	 Maintenance of Properties
	 	 	18	  
		 	Section 8.4.	 	 Payment of Taxes
	 	 	18	  
		 	Section 8.5.	 	 Corporate Existence
	 	 	18	  
		 	Section 8.6.	 	 Books and Records
	 	 	19	  
		
	 SECTION 9.          NEGATIVE
COVENANTS
	 	 	19	  
				
		 	Section 9.1.	 	 Transactions with Affiliates
	 	 	19	  
		 	Section 9.2.	 	 Line of Business
	 	 	19	  
		 	Section 9.3.	 	 Terrorism Sanctions Regulations
	 	 	19	  
		
	 SECTION 10.        REGISTRATION;
EXCHANGE; SUBSTITUTION OF 2012 SERIES A BONDS
	 	 	19	  
		
	 SECTION 11.        PAYMENTS
ON 2012 SERIES A BONDS
	 	 	19	  
		
	
SECTION 12.        EXPENSES
	 	 	20	  
				
		 	Section 12.1.	 	 Transaction Expenses
	 	 	20	  
		 	Section 12.2.	 	 Survival
	 	 	20	  
		
	 SECTION 13.        SURVIVAL
OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT
	 	 	21	  
		
	 SECTION 14.        AMENDMENT
AND WAIVER
	 	 	21	  
				
		 	Section 14.1.	 	 Requirements
	 	 	21	  
		 	Section 14.2.	 	 Solicitation of Holders of 2012 Series A Bonds
	 	 	21	  
		 	Section 14.3.	 	 Binding Effect
	 	 	22	  


  
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		 	Section 14.4.	 	 2012 Series A Bonds Held by Company
	 	 	22	  
		
	 SECTION 15.        NOTICES
	 	 	22	  
		
	
SECTION 16.        INDEMNIFICATION
	 	 	23	  
		
	 SECTION 17.        REPRODUCTION
OF DOCUMENTS
	 	 	23	  
		
	 SECTION 18.        CONFIDENTIAL
INFORMATION
	 	 	23	  
		
	 SECTION 19.        SUBSTITUTION
OF PURCHASER
	 	 	24	  
		
	
SECTION 20.        MISCELLANEOUS
	 	 	25	  
				
		 	Section 20.1.	 	 Successors and Assigns
	 	 	25	  
		 	Section 20.2.	 	 Payments Due on Non-Business Days
	 	 	25	  
		 	Section 20.3.	 	 Accounting Terms
	 	 	25	  
		 	Section 20.4.	 	 Severability
	 	 	25	  
		 	Section 20.5.	 	 Construction
	 	 	25	  
		 	Section 20.6.	 	 Counterparts
	 	 	26	  
		 	Section 20.7.	 	 Governing Law
	 	 	26	  
		 	Section 20.8.	 	 Jurisdiction and Process; Waiver of Jury Trial
	 	 	26	  


  
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	SCHEDULE A	 	—	    	Information Relating to Purchasers
			
	SCHEDULE B	 	—	    	Defined Terms
			
	SCHEDULE 4.11	 	—	    	Collateral Filings
			
	SCHEDULE 5.3	 	—	    	Disclosure Documents
			
	SCHEDULE 5.5	 	—	    	Financial Statements
			
	SCHEDULE 5.7	 	—	    	Governmental Authorizations
			
	SCHEDULE 5.15	 	—	    	Existing Indebtedness
			
	SCHEDULE 5.18(d)	 	—	    	Excludable Property
			
	EXHIBIT A	 	—	    	Third Supplemental Indenture
			
	EXHIBIT 4.4(a)(i)	 	—	    	Form of Opinion of Special Counsel to the Company
			
	EXHIBIT 4.4(a)(ii)	 	—	    	Form of Opinion of General Counsel to the Company
			
	EXHIBIT 4.4(b)	 	—	    	Form of Opinion of Special Counsel to the Purchasers


  
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 CHUGACH ELECTRIC ASSOCIATION,
INC. 
 5601 ELECTRON DRIVE 

ANCHORAGE, ALASKA 99518 
 $250,000,000 
 $75,000,000 4.01% FIRST MORTGAGE
BONDS, 2012 SERIES A, TRANCHE A, 
 DUE
MARCH 15, 2032 
 $125,000,000 4.41% FIRST MORTGAGE BONDS, 2012
SERIES A, TRANCHE B 
 DUE MARCH 15, 2042 

$50,000,000 4.78% FIRST MORTGAGE BONDS, 2012 SERIES A,
TRANCHE C 
 DUE MARCH 15, 2042 

January 11, 2012 

TO EACH OF THE PURCHASERS LISTED IN 

  SCHEDULE A HERETO: 
 Ladies and Gentlemen: 
 CHUGACH ELECTRIC
ASSOCIATION, INC., an Alaska electric cooperative (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the
“Purchasers”) as follows: 
  

	SECTION 1.	AUTHORIZATION OF 2012 SERIES A BONDS. 


The Company will authorize the issue and sale of $250,000,000 aggregate principal amount of its (i) $75,000,000 4.01% First Mortgage
Bonds, 2012 Series A, Tranche A Due March 15, 2032 (the “Tranche A Bonds”), (ii) $125,000,000 4.41% First Mortgage Bonds, 2012 Series A, Tranche B Due March 15, 2042 (the “Tranche B
Bonds”) and (iii) $50,000,000 4.78% First Mortgage Bonds, 2012 Series A, Tranche C due March 15, 2042 (the “Tranche C Bonds”) and together with the Tranche A Bonds, the “2012 Series A
Bonds”). The 2012 Series A Bonds will be issued under and secured by the Second Amended and Restated Indenture of Trust dated as of January 20, 2011, between the Company and U.S. Bank National Association, as Trustee (the
“Trustee”), as previously amended and supplemented by that First Supplemental Indenture dated as of January 20, 2011 (the “First Supplemental Indenture”), and Second Supplemental Indenture dated as of
September 30, 2011 (the “Second Supplemental Indenture”), which Second Amended and Restated Indenture, as so previously amended and supplemented, shall be further amended and supplemented by a Third Supplemental Indenture that
will be substantially in the form attached hereto as Exhibit A, with such changes therein, if any, as shall be approved by the Purchasers and the Company (the “Third Supplemental Indenture”). The Second Amended and Restated
Indenture of Trust, as previously amended and supplemented by the First Supplemental Indenture and Second Supplemental Indenture, and as further amended and supplemented from time to time, including by the Third Supplemental Indenture, is
hereinafter referred to as the “Indenture.” 







 Certain capitalized and other terms used in this Agreement are defined in Schedule B;
and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Terms used herein but not defined herein shall have the meanings set forth in the
Indenture. 
  

	SECTION 2.	SALE AND PURCHASE OF 2012 SERIES A BONDS. 


Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase
from the Company, at the Closing provided for in Section 3, 2012 Series A Bonds of the tranche and in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal
amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  

	SECTION 3.	CLOSING. 

 The
sale and purchase of the 2012 Series A Bonds to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe, Chicago, IL, at 10:00 a.m., Chicago time, at a closing (the
“Closing”) on January 11, 2012, or on such other Business Day thereafter on or prior to January 12, 2012 as may be agreed upon by the Company and the Purchasers. At the Closing the Company will deliver to each Purchaser
the 2012 Series A Bonds to be purchased by such Purchaser in the form of a single 2012 Series A Bond of each tranche of the 2012 Series A Bonds being purchased by such Purchaser (or such greater number of 2012 Series A Bonds of
the appropriate maturity in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the
Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to KeyBank Great Lakes Cleveland, ABA# 041001039, Credit: KeyBank Capital
Markets, Inc., Acct# 350011017265, FCC: KBCM Acct# 21003124, Reference: Bondholder Identity. If at the Closing the Company shall fail to tender such 2012 Series A Bonds to any Purchaser as provided above in this Section 3, or any of the
conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such
Purchaser may have by reason of such failure or such nonfulfillment. The Company’s obligation to issue and sell to each Purchaser the Bonds to be sold to such Purchaser is subject to fulfillment, at Closing, of the condition set forth in
Section 4.6. 

  
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	SECTION 4.	CONDITIONS TO CLOSING. 

 Each Purchaser’s obligation to purchase and pay for the 2012 Series A Bonds to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior
to or at the Closing, of the following conditions: 
 Section 4.1. Representations and Warranties. The
representations and warranties of the Company in the Financing Agreements shall be correct when made and at the time of the Closing. 
 Section 4.2. Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in the Financing Agreements required to be performed or
complied with by it prior to or at the Closing and after giving effect to the issue and sale of the 2012 Series A Bonds (and the application of the proceeds thereof as contemplated by Section 5.14) no Default or Event of Default shall have
occurred and be continuing. 
 Section 4.3. Compliance Certificates. 

(a) Officer’s Certificates. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date
of the Closing, certifying (i) that the conditions specified in Section 4 of this Agreement have been fulfilled, (ii) an attached true, complete and correct copy of the Indenture, and (iii) attached true, complete and correct
copies of all certificates and opinions delivered to the Trustee under the Indenture in connection with the issuance of the 2012 Series A Bonds under the Indenture. 
 (b) Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary, Assistant Secretary, or other officer authorized by the Company to make such
certification, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Financing Agreements. 

(c) Secretary’s Certificate of the Trustee. The Trustee shall have delivered to such Purchaser a certificate of a corporate
trust officer, dated the date of the Closing, certifying as to the resolutions attached thereto and the authorization, execution and delivery of the Indenture and Bonds. 
 Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a) from (i) Davis
Wright Tremaine LLP, counsel for the Company, and (ii) Mark K. Johnson, General Counsel to the Company, covering the matters set forth in Exhibits 4.4(a)(i) and 4.4(a)(ii), respectively, and covering such other matters incident to the
transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby authorizes its counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’ special
counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request. 

  
 -3-









 Section 4.5. Purchase Permitted by Applicable Law. On the date of the Closing
such Purchaser’s purchase of 2012 Series A Bonds shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the
New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation,
Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in
effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether
such purchase is so permitted. 
 Section 4.6. Sale of Other Bonds. Contemporaneously with the Closing the Company
shall sell to each other Purchaser and each other Purchaser shall purchase the 2012 Series A Bonds to be purchased by it at the Closing as specified in Schedule A. 
 Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section 12.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of
the Purchasers’ special counsel referred to in Section 4.4(b) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing. 

Section 4.8. Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service
Bureau (in cooperation with the SVO) shall have been obtained for each tranche of the 2012 Series A Bonds. 

Section 4.9. Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or
organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in
Schedule 5.5. 
 Section 4.10. Funding Instructions. At least three Business Days prior to the date of the
Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the transferee bank,
(ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the 2012 Series A Bonds is to be deposited. 
 Section 4.11. Recording and Filing of the Supplemental Indentures. The Company shall have caused (i) the Third Supplemental Indenture to have been recorded or filed at or prior to the
Closing in such manner and in all places in which recording is necessary to preserve and protect the lien of the Indenture upon any of the properties of the Company specifically described therein as subject to the lien of the Indenture, and which
are described in Schedule 4.11, (ii) all financing statements under the UCC, if any, with respect to the personal property described in the granting clauses of the Indenture to have been filed in all places necessary to perfect and protect
the security interest granted by the Indenture to the extent such security can be perfected 

  
 -4-









 
by the filing of appropriate financing statements, and which are described in Schedule 4.11 (all such recordations and filings as provided in clauses (i) and (ii) of this
Section 4.11 being referred to as the “Collateral Filings”) and (iii) all taxes, fees and other charges payable in connection with the execution, delivery and filing of the Third Supplemental Indenture to have been paid in
full. 
 Section 4.12. Proceedings and Documents. All corporate and other proceedings in connection with the
transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such
counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request. 
 Section 4.13. Documents Required by Indenture; Basis for Authentication. The Company shall have furnished to the Trustee the resolutions, certificates, instruments, opinions and cash, if any,
required to be delivered prior to or upon the issuance of the Bonds pursuant to the provisions of the Indenture. The Company shall have requested the Trustee to, and the Trustee shall have, authenticated the Bonds pursuant to Article 5 of the
Indenture. The Company shall have complied with all other conditions with respect to the issuance and authentication of the Bonds imposed by the Indenture. 
 Section 4.14. Regulatory Approval. Prior to the Closing, such Purchaser and its special counsel shall have received evidence, including, without limitation, an opinion of counsel, in form and
substance satisfactory to such Purchaser and its special counsel, demonstrating that all approvals and authorizations of (a) the Federal Energy Regulatory Commission under the Federal Power Act and (b) the Regulatory Commission of Alaska
under the laws of the State of Alaska which are required to be obtained in connection with the issuance of the Bonds, and the execution and delivery by the Company of, and the performance by the Company of its obligations under, the Financing
Agreements have been duly obtained, validly issued and are in full force and effect and final, and all periods for appeal and rehearing by third parties have expired and all conditions contained in such approvals and authorizations which are to be
fulfilled on or prior to the issuance of the Bonds have been fulfilled. 
 Section 4.15. Consents Under Existing Debt
Agreements. The Company shall have obtained all consents required under its existing debt agreements in connection with the Company’s incurrence of the Indebtedness under the Financing Agreements. 

Section 4.16. Acceptance of Appointment to Receive Service of Process. Such Purchaser shall have received evidence of the
acceptance by CT Corporation System of the appointment and designation provided for by Section 20.8(b) (and the payment of all fees in respect thereof for the period from the date of the Closing to a date not earlier than the third
anniversary date of the Closing). 

  
 -5-










	SECTION 5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 


The Company represents and warrants to each Purchaser that: 
 Section 5.1. Organization; Power and Authority. The Company is an electric cooperative duly organized, validly existing and in good standing under the laws of the State of Alaska. The Company
has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver the Financing Agreements and to perform
the provisions hereof and thereof. 
 Section 5.2. Authorization. The Financing Agreements have been duly authorized
by all necessary corporate action on the part of the Company, and the Financing Agreements constitute, and upon execution and delivery thereof the 2012 Series A Bonds will constitute, a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 
 Section 5.3. Disclosure. The Company, through its agent, Bank of America Merrill Lynch, Pierce, Fenner & Smith Incorporated, has delivered to the Purchasers a copy of a Private
Placement Memorandum, dated October, 2011 (the “Memorandum”), relating to the transactions contemplated hereby. This Agreement, the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or
on behalf of the Company in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (this Agreement, the Memorandum and such documents, certificates or other
writings and such financial statements delivered to each Purchaser prior to October 28, 2011 being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since December 31, 2010, there has been
no change in the financial condition, operations, business, or properties of the Company except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. 

Section 5.4. No Subsidiaries. The Company has no Subsidiaries. 

Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial
statements of the Company listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the financial position of the Company as of the respective dates
specified in such Schedule and the results of its operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes
thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company does not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure
Documents. 

  
 -6-









 Section 5.6. Compliance with Laws, Other Instruments. The execution, delivery
and performance by the Company of the Financing Agreements will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien, other than the Lien created under the Indenture, in respect of
any property of the Company under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other Material agreement or instrument to which the Company is bound or by which the Company
or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to
the Company or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company. 
 Section 5.7. Governmental Authorizations. Except for the Collateral Filings contemplated by Section 4.11, no consent, approval or authorization of, or registration, filing or declaration
with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of the Financing Agreements. 
 Section 5.8. Litigation; Observance of Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against
or affecting the Company or any property of the Company in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse
Effect. 
 (b) The Company is not in default under any order, judgment, decree or ruling of any court, arbitrator or
Governmental Authority or in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws or the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect. 
 Section 5.9. Taxes. The Company has
filed all income tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments
have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is
currently being contested in good faith by appropriate proceedings and with respect to which the Company, as the case may be, has established adequate reserves in accordance with GAAP. The Federal income tax liabilities of the Company have been
finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended December 31, 2007. 

Section 5.10. Title to Property; Leases. The Company has good and sufficient title to its Material properties, including all
such properties reflected in the most recent audited balance 

  
 -7-









 
sheet referred to in Section 5.5 or purported to have been acquired by the Company after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case
free and clear of Liens (other than the Lien created by the Indenture) prohibited by this Agreement or the Indenture. All Material leases are valid and subsisting and are in full force and effect in all material respects. 

Section 5.11. Licenses, Permits, Etc. The Company owns or possesses all licenses, permits, franchises, authorizations,
patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would
not have a Material Adverse Effect. 
 Section 5.12. Compliance with ERISA. (a) The Company and each ERISA
Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the
Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to “employee benefit plans” (as defined in section 3 of ERISA); and no
event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or
assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than such
liabilities or Liens as would not be reasonably be expected individually or in the aggregate to have a Material Adverse Effect. 

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans) subject to
Section 412 of the Code or Title IV of ERISA that is attributable to the employees of the Company and each of its ERISA Affiliates, determined as of January 1, 2011 on the basis of the actuarial assumptions specified for funding
purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than $7,000,000 in the case of any single Plan and by more than
$7,000,000 in the aggregate for all Plans. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meanings
specified in section 3 of ERISA. 
 (c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and
are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material. 

(d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year
in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company is not Material. 

  
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 (e) The execution and delivery of this Agreement and the issuance and sale of the 2012
Series A Bonds hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The
representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used
to pay the purchase price of the 2012 Series A Bonds to be purchased by such Purchaser. 
 Section 5.13. Private
Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the 2012 Series A Bonds or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or
negotiated in respect thereof with, any person other than the Purchasers and forty (40) other Institutional Investors, each of which has been offered the 2012 Series A Bonds at a private sale for investment. Neither the Company nor anyone
acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the 2012 Series A Bonds to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any
securities or blue sky laws of any applicable jurisdiction. 
 Section 5.14. Use of Proceeds; Margin Regulations.
The Company will apply the proceeds of the sale of the 2012 Series A Bonds to repay existing Indebtedness and for general corporate purposes of the Company. No part of the proceeds from the sale of the 2012 Series A Bonds hereunder
will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying
or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR
220). Margin stock does not constitute more than 0.5% of the value of the assets of the Company and the Company does not have any present intention that margin stock will constitute more than 0.5% of the value of such assets. As used in this
Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U. 
 Section 5.15. Existing Indebtedness. (a) Except as described therein or the financial statements listed on Schedule 5.5, Schedule 5.15(a) sets forth a complete and correct list
of all outstanding Indebtedness of the Company as of September 30, 2011 (including, except with respect to trade payables incurred in the ordinary course of business and not exceeding $5,000,000 in the aggregate, a description of the obligees,
principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of
the Company. The Company is not in default and no waiver of default is currently in effect in the payment of any principal or interest on any Indebtedness of the Company and no event or condition exists with respect to any Indebtedness of the
Company the outstanding principal amount of which exceeds $5,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated
maturity or before its regularly scheduled dates of payment. 

  
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 (b) The Company is not a party to, or otherwise subject to any provision contained in, any
instrument evidencing Indebtedness of the Company, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on
the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15(b). 

Section 5.16. Foreign Assets Control Regulations. (a) The Company (i) is not a Person whose name appears on the
list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or any list published by any state under
the authority of CISADA, such as the list published by the California Department of General Services (a “State Listed Person”) or (ii) is not a department, agency or instrumentality of, or is not otherwise controlled by or
acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or State Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person, each
State Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”) or (iii) has no any investments in, or engages in any dealings or transactions with,
any Blocked Person. 
 (b) No part of the proceeds from the sale of the 2012 Series A Bonds hereunder constitutes or will
constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly or indirectly by the Company, in connection with any investment in, or any transactions or dealings with, any Blocked Person or for investment in the
Iranian Energy Sector (as defined in Section 201(1) of CISADA). 
 (c) To the Company’s actual knowledge after making
due inquiry, the Company (i) is not under investigation by any Governmental Authority for, or has not been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate
crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has not been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has not had any of its funds seized or forfeited in an
action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Affiliate is and will continue to be in
compliance with all applicable current and future Anti-Money Laundering Laws. 
 (d) No part of the proceeds from the sale of
the 2012 Series A Bonds hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public
international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as
required by applicable law) to ensure that the Company is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations. 

  
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 Section 5.17. Status under Certain Statutes. The Company is not subject to
regulation (a) under the Investment Company Act of 1940, as amended, (b) under the Public Utility Holding Company Act of 2005, as amended, (c) under the ICC Termination Act of 1995, as amended, or (d) as a “public
utility” under the Federal Power Act, as amended. 
 Section 5.18. Lien of Indenture. (a) The Indenture
constitutes a valid first priority Lien upon all of the properties and assets of the Company specifically or generally described or referred to in the Indenture as being subject to the Lien thereof, subject only to the exceptions referred to or
permitted in the Indenture, and creates a first priority Lien upon all properties and assets acquired by the Company after the date hereof which are required to be subjected to the Lien of the Indenture, when acquired by the Company, subject only to
the exceptions referred to or permitted in the Indenture and subject, further, as to real property, to the recordation of a supplement to the Indenture describing such after-acquired property (provided no intervening Liens shall have been filed or
recorded against such property prior to the filing or recording of such supplement). The descriptions of all such properties and assets contained in the granting clauses of, and exhibits to, the Indenture are correct and adequate for the purposes of
the Indenture. 
 (b) Contemporaneously with, or prior to, the Closing, (i) the Third Supplemental Indenture will be duly
executed and delivered and will be duly filed or recorded as a supplemental indenture of mortgage of real estate, and any required filings with respect to personal property and fixtures subject to the Lien of the Indenture will be duly made in each
place in which such recording or filing is required to protect, preserve and perfect the Lien of the Indenture, and (ii) all taxes and recording and filing fees required to be paid with respect to the execution and delivery of the Third
Supplemental Indenture, the filing of financing statements related thereto, if any, and similar documents and the issuance of the 2012 Series A Bonds thereunder will be paid by the Company. 

(c) At all times prior to and after the recording of the Third Supplemental Indenture as provided in Section 5.18(b), the 2012
Series A Bonds, when executed by the Company, authenticated and delivered by the Trustee and issued by the Company to the Purchasers will be the legal, valid and binding obligations of the Company enforceable in accordance with their terms and
the terms of the Indenture and entitled to the benefits of and secured by the Lien of the Indenture equally and ratably with all other Outstanding Secured Obligations. 
 (d) As of the date hereof, the Company has no “Excludable Property” as defined in the Indenture, other than the property listed in Schedule 5.18(d). 

Section 5.19. Filings. No action, including any filings, registration or notice, is necessary in Alaska, or any other
jurisdictions to ensure the legality, validity, enforceability, priority or perfection of the Financing Agreements except for the Collateral Filings set forth in Schedule 4.11, which will be filed or recorded on or prior to the date of Closing.
No other action, including any filing, registration or notice, is necessary in Alaska, or any other jurisdiction to establish or protect for the benefit of the Trustee and the holders of 2012 Series A Bonds, the security interest and Liens
purported to be created under the Indenture and the other Financing Agreements, except in each case for the Collateral Filings and the filing of continuation statements with respect to any Collateral Filing at the time and in the manner provided
under applicable law. 

  
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	SECTION 6.	REPRESENTATIONS OF THE PURCHASERS. 


Section 6.1. Purchase for Investment. Each Purchaser severally represents that it is purchasing the 2012 Series A Bonds
for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such
Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the 2012 Series A Bonds have not been registered under the Securities Act and may be resold only if
registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required
to register the 2012 Series A Bonds. 
 Section 6.2. Source of Funds. Each Purchaser severally represents that
at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the 2012 Series A Bonds to be purchased by such Purchaser
hereunder: 
 (a) the Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National
Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general
account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total
reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or 

(b) the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual
obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not
affected in any manner by the investment performance of the separate account; or 
 (c) the Source is either
(i) an “insurance company pooled separate account,” (within the meaning of PTE 90-1) or (ii) a “bank collective investment fund” (within the meaning of the PTE 91-38) and, except as disclosed by such Purchaser to the
Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or
collective investment fund; or 

  
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 (d) the Source constitutes assets of an “investment fund” (within
the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption); no employee benefit
plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an “affiliate” (within the meaning of
Section VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM
Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section VI(e) of the QPAM Exemption) owns a 5% or more interest in the Company and (i) the
identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this clause (d); or 

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the
“INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption); the conditions of Part I(a), (g) and (h) of the INHAM Exemption
are satisfied; neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company and (i) the identity of
such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or 

(f) the Source is a governmental plan; or 

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more
employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or 
 (h) the Source does not include “assets” of any employee benefit plan, other than a plan exempt from the coverage of ERISA. 
 As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to
such terms in section 3 of ERISA. 

  
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	SECTION 7.	INFORMATION AS TO COMPANY. 


Section 7.1. Financial and Business Information. The Company shall deliver to each holder of 2012 Series A Bonds that is
an Institutional Investor: 
 (a) Quarterly Statements – within 60 days (or such shorter period
as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements
thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, 

(i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and 

(ii) consolidated statements of income and changes in cash flows of the Company and its Subsidiaries, for such quarter and
(in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, 
 setting forth in
each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior
Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; 

(b) Annual Statements – within 105 days (or such shorter period as is 15 days greater than the period
applicable to the filing of the Company’s Annual Report on Form 10 K (the “Form 10 K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of
the Company, duplicate copies of, 
 (i) a consolidated balance sheet of the Company and its Subsidiaries, as at
the end of such year, and 
 (ii) consolidated statements of income, changes in patronage capital and membership
fees and cash flows of the Company and its Subsidiaries for such year, 
 setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial
statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such
accountants in connection with such financial statements has been 

  
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made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the
time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in
accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such
Form 10-K if it shall have timely made Electronic Delivery thereof; 
 (c) SEC and Other Reports
– promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to its principal lending banks as a whole (excluding information sent to such
banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public securities holders generally, and (ii) each regular or periodic report, each registration
statement that shall have become effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Company with the SEC or any Subsidiary; 

(d) Notice of Default or Event of Default – promptly, and in any event within five Business Days after a
Responsible Officer becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

 (e) ERISA Matters – promptly, and in any event within five Business Days after a Responsible
Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: 

(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations
thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or 
 (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or 

(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA
Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights,


  
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properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any
other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; 

(f) Supplemental Indentures – promptly, and in any event not less than five Business Days after the execution
and delivery thereof, a copy of any indenture supplemental to the Indenture that the Company from time to time may hereafter execute and deliver which amends the Indenture in any respect; 

(g) Notices from Governmental Authority – promptly, and in any event within 30 days after receipt
thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

 (h) Certain Notices Under the Indenture – true, correct and complete copies of any notices
required to be delivered by the Company to such holder pursuant to the terms and provisions of the Indenture; and 
 (i) Requested Information – with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company
or any of its Subsidiaries (including, but without limitation, actual copies of the Company’s Form 10-Q and Form 10-K, if any) or relating to the ability of the Company to perform its obligations under any Financing Agreement as from
time to time may be reasonably requested by such holder of 2012 Series A Bonds after a Default that is continuing. 
 All information
required to be delivered by the Company pursuant to Section 7.1(a)-(c) shall be deemed to have been furnished if the Company shall have timely made the same available on the its website at www.chugachelectric.com and, substantially concurrently
therewith (except in the case of the delivery of forms 10-K and 10-Q and any financial statements or other information contained therein, as to which no separate notification shall be necessary if such information has been posted on the
Company’s website within the deadlines specified in Section 7.1(a) and Section 7.1(b)), shall have notified each holder of 2012 Series A Bonds that such information has been posted on its website and such information is fully
accessible (such availability and notice thereof being referred to as “Electronic Delivery”), provided, that if any holder of 2012 Series A Bonds is unable to access the Company’s website or download and print the posted
information the Company agrees to provide such holder with paper or electronic copies of such information required to be furnished pursuant to Section 7.1(a)-(c) promptly following notice (and thereafter so long as such notice remains in
effect) from such holder. 
 Section 7.2. Officer’s Certificate. Each set of financial statements delivered to
a holder of 2012 Series A Bonds pursuant to Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer setting forth (which, in the case of Electronic Delivery of any such financial statements, shall be by separate
concurrent delivery of such certificate to each holder of 2012 Series A Bonds): 
 (a) Covenant
Compliance – (i) the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Sections 14.14 and 14.15 of the Indenture during the annual period
covered by the statements then being furnished and (ii) to the extent the Company issued Additional Obligations (as defined in the Indenture) under the Indenture during the period covered by the statements being furnished, any calculations that
the Company provided to the Trustee (as defined in the Indenture) to show compliance with the Indenture in connection with the issuance of the Additional Obligations (including with respect to each such Section, where applicable, the calculations of
the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and 

  
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 (b) Event of Default – a statement that such Senior Financial
Officer has reviewed the relevant terms hereof and of the Indenture and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the annual
period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if
any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto. 

Section 7.3. Visitation. The Company shall permit the representatives of each holder of 2012 Series A Bonds that is an
Institutional Investor: 
 (a) No Default – if no Default or Event of Default then exists, at the
expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and,
with the consent of the Company (which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing (but
no Investor shall have the right to make such a request more frequently than once in any 12-month period); and 

(b) Default – if a Default or Event of Default then exists, at the expense of the Company to visit and inspect
any of the offices or properties of the Company or any Subsidiary, to examine all their books of account and other relevant records, reports and documents, to make copies or extracts therefrom, and to discuss their respective affairs, finances and
accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries if a Default or Event of
Default then exists), all at such times and as often as may be reasonably requested in writing. 

  
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	SECTION 8.	AFFIRMATIVE COVENANTS. 

 The Company covenants that so long as any of the 2012 Series A Bonds are outstanding: 
 Section 8.1. Compliance with Law. Without limiting Section 9.2, the Company will and will cause each of its Subsidiaries to comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including, without limitation, ERISA, the USA Patriot Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

 Section 8.2. Insurance. The Company will and will cause each of its Subsidiaries to maintain, with financially
sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance,
if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated. 

Section 8.3. Maintenance of Properties. The Company will and will cause each of its Subsidiaries to maintain and keep, or
cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times,
provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company
has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 
 Section 8.4. Payment of Taxes. The Company will and will cause each of its Subsidiaries to file all income tax or similar tax returns required to be filed in any jurisdiction and to pay and
discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies payable by any of them, to the extent the same have become due and payable and before they have become delinquent,
provided that neither the Company nor any Subsidiary need pay any such tax, assessment, charge or levy if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith
and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges and
levies in the aggregate would not reasonably be expected to have a Material Adverse Effect. 
 Section 8.5. Corporate
Existence. The Company will at all times preserve and keep in full force and effect its corporate existence. The Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless
merged into the 

  
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Company or a wholly owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to
preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect. 
 Section 8.6. Books and Records. The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable
requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be. 
  

	SECTION 9.	NEGATIVE COVENANTS. 

 The Company covenants that so long as any of the 2012 Series A Bonds are outstanding: 
 Section 9.1. Transactions with Affiliates. The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related
transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or another Subsidiary), except pursuant to the reasonable
requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an
Affiliate. 
 Section 9.2. Line of Business. The Company will not and will not permit any Subsidiary to engage in
any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its
Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the Memorandum. 

Section 9.3. Terrorism Sanctions Regulations. The Company will not (a) become a Blocked Person or (b) have any
investments in or engage in any dealings or transactions with any Blocked Person or in the Iranian Energy Sector (as defined in Section 201(1) of CISADA. 
  

	SECTION 10.	REGISTRATION; EXCHANGE; SUBSTITUTION OF 2012 SERIES A BONDS.


 The registration, exchange, replacement and transfer of the 2012 Series A Bonds, if any, shall be subject
to the terms and provisions of the Indenture. 
  

	SECTION 11.	PAYMENTS ON 2012 SERIES A BONDS. 


So long as any Purchaser or its nominee shall be the holder of any 2012 Series A Bond, and notwithstanding anything contained in the
Indenture or in such 2012 Series A Bond to the contrary, the Company will pay all sums becoming due on such 2012 Series A Bond for principal, make-whole amount or premium, if any, and interest by the method and at the address specified for
such purpose below such Purchaser’s name in Schedule A, or by such other method 

  
 -19-









 
or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such 2012 Series A Bond
or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any 2012 Series A Bond, such Purchaser shall surrender such 2012
Series A Bond for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to the Indenture. Prior to any sale or
other disposition of any 2012 Series A Bond held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or
surrender such 2012 Series A Bond to the Company in exchange for a new 2012 Series A Bond or 2012 Series A Bonds of the same maturity pursuant to Section 3.7 of the Indenture. The Company will afford the benefits of this
Section 11 to any Institutional Investor that is the direct or indirect transferee of any 2012 Series A Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such 2012 Series A Bond as the
Purchasers have made in this Section 11. 
  

	SECTION 12.	EXPENSES. 


Section 12.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay
all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a 2012 Series A
Bond in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of any Financing Agreement (whether or not such amendment, waiver or consent becomes effective), including, without limitation:
(a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under any Financing Agreement or in responding to any subpoena or other legal process or informal
investigative demand issued in connection with any Financing Agreement, or by reason of being a holder of any 2012 Series A Bond, (b) the reasonable costs and expenses, including financial advisors’ fees, incurred in connection with
the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated by any Financing Agreement and (c) the costs and expenses incurred in connection with the initial
filing of any Financing Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000. The Company will pay, and will save each Purchaser
and each other holder of a 2012 Series A Bond harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase
of the 2012 Series A Bonds). 
 Section 12.2. Survival. The obligations of the Company under this
Section 12 will survive the payment or transfer of any 2012 Series A Bond, the enforcement, amendment or waiver of any provision of any Financing Agreement, and the termination of any Financing Agreement. 

  
 -20-










	SECTION 13.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.


 All representations and warranties contained herein shall survive the execution and delivery of the Financing
Agreements, the purchase or transfer by any Purchaser of any 2012 Series A Bond or portion thereof or interest therein and the payment of any 2012 Series A Bond, and may be relied upon by any subsequent holder of a 2012 Series A Bond,
regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a 2012 Series A Bond. All statements contained in any certificate or other instrument required to be delivered by or on behalf of the
Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding sentence, the Financing Agreements embody the entire agreement and understanding between each Purchaser
and the Company and supersede all prior agreements and understandings relating to the subject matter hereof. 
  

	SECTION 14.	AMENDMENT AND WAIVER. 

 Section 14.1. Requirements. This Agreement and the Bonds may be amended, and the observance of any term hereof or of the Bonds may be waived (either retroactively or prospectively), with (and
only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 19 hereof or any defined term (as it is used therein), will be effective
as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each 2012 Series A Bond at the time outstanding affected thereby, (i) change the
percentage of the principal amount of the 2012 Series A Bonds the holders of which are required to consent to any such amendment or waiver or (ii) amend any of Sections 14 or 18. 

Section 14.2. Solicitation of Holders of 2012 Series A Bonds. 

(a) Solicitation. The Company will provide each holder of the 2012 Series A Bonds (irrespective of the amount of 2012
Series A Bonds then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or
consent in respect of any of the provisions hereof or of the 2012 Series A Bonds or Third Supplemental Indenture. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the
provisions of this Section 14 or Section 1.4 of the Indenture to each holder of outstanding 2012 Series A Bonds promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the
requisite holders of 2012 Series A Bonds. 
 (b) Payment. The Company will not directly or indirectly pay or cause
to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of 2012 Series A Bonds as consideration for or as an inducement to the
entering into by any holder of 2012 Series A Bonds of any waiver or amendment of any of the terms and provisions hereof or of the Indenture unless such remuneration is concurrently paid, or security is concurrently granted or other credit
support concurrently provided, on the same terms, ratably to each holder of 2012 Series A Bonds then outstanding even if such holder did not consent to such waiver or amendment. 

  
 -21-









 (c) Consent in Contemplation of Transfer. Any consent made pursuant to this
Section 14.2 by the holder of any 2012 Series A Bond that has transferred or has agreed to transfer such 2012 Series A Bond to the Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed to provide such written
consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or
granted but for such consent (and the consents of all other holders of 2012 Series A Bonds that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

 Section 14.3. Binding Effect. Any amendment or waiver applicable to this Agreement or the Third Supplemental
Indenture consented to as provided in this Section 14 applies equally to all holders of 2012 Series A Bonds and is binding upon them and upon each future holder of any 2012 Series A Bond and upon the Company without regard to whether such
2012 Series A Bond has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right
consequent thereon. No course of dealing between the Company and the holder of any 2012 Series A Bond nor any delay in exercising any rights hereunder or under any 2012 Series A Bond shall operate as a waiver of any rights of any holder of such 2012
Series A Bond. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented. 

Section 14.4. 2012 Series A Bonds Held by Company. Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of 2012 Series A Bonds then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, the Indenture or the 2012 Series A Bonds, or have
directed the taking of any action provided herein or in the 2012 Series A Bonds to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of 2012 Series A Bonds then outstanding, 2012
Series A Bonds directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding. 
  

	SECTION 15.	NOTICES. 

 All
notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by
registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent: 

(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in
Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing, 

  
 -22-









 (ii) if to any other holder of any 2012 Series A Bond, to such holder at
such address as such other holder shall have specified to the Company in writing, 
 (iii) if to the Company, to
the Company at its address set forth at the beginning hereof to the attention of Chief Financial Officer, or at such other address as the Company shall have specified to the holder of each 2012 Series A Bond in writing, or 

(iv) if to the Trustee, to the Trustee at the address specified in the Indenture or at such other address as the Trustee
shall have specified to the holder of each Bond in writing. 
 Notices under this Section 15 will be deemed given only when actually
received. 
  

	SECTION 16.	INDEMNIFICATION. 


The Company hereby agrees to indemnify and hold the Purchasers harmless from, against and in respect of any and all loss, liability and
expense (including reasonable attorneys’ fees) arising from any misrepresentation or nonfulfillment of any undertaking on the part of the Company under this Agreement. The indemnification obligations of the Company under this Section 16
shall survive the execution and delivery of this Agreement, the delivery of the 2012 Series A Bonds to the Purchasers and the consummation of the transactions contemplated herein. 

 

	SECTION 17.	REPRODUCTION OF DOCUMENTS. 

 This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser
at the Closing (except the 2012 Series A Bonds themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic,
photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any
enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 17 shall not prohibit the Company or any other holder of 2012 Series A Bonds from contesting any such reproduction
to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction. 
  

	SECTION 18.	CONFIDENTIAL INFORMATION. 

 For the purposes of this Section 18, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such 

  
 -23-









 
Purchaser as being confidential information of the Company, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the
time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure
by the Company or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance
with the procedures adopted by such Purchaser in good faith to protect its own confidential information and confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential
Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its 2012 Series A Bonds),
(ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 18, (iii) any other holder of any 2012 Series A Bond,
(iv) any Institutional Investor to which it sells or offers to sell such 2012 Series A Bond or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound
by the provisions of this Section 18), (v) any Person from which it offers to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of
this Section 18), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires
access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order
applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party (provided that such litigation is related to such Purchaser’s investment in
the Bonds) or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights
and remedies under such Purchaser’s 2012 Series A Bonds and this Agreement. Each holder of a 2012 Series A Bond, by its acceptance of a 2012 Series A Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of
this Section 14 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a 2012 Series A Bond of information required to be delivered to such holder under this Agreement
or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 18. 

 

	SECTION 19.	SUBSTITUTION OF PURCHASER. 

 Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the 2012 Series A Bonds that it has agreed to purchase hereunder, by written notice to the Company,
which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the
representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in 

  
 -24-









 
this Section 19), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such
Affiliate thereafter transfers to such original Purchaser all of the 2012 Series A Bonds then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this
Agreement (other than in this Section 19), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the 2012
Series A Bonds under this Agreement. 
  

	SECTION 20.	MISCELLANEOUS. 


Section 20.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of
the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a 2012 Series A Bond) whether so expressed or not. 

Section 20.2. Payments Due on Non-Business Days. Anything in this Agreement or the Bonds to the contrary notwithstanding, any
payment of principal of or Make-Whole Amount or interest on any Bond that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest
payable on such next succeeding Business Day; provided that if the maturity date of any Bond is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall
include the additional days elapsed in the computation of interest payable on such next succeeding Business Day. 

Section 20.3. Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the
meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made using numbers prepared in accordance with GAAP, and (ii) all
financial statements shall be prepared in accordance with GAAP. 
 For purposes of determining compliance with the financial
covenants contained in the Financing Agreements, any election by the Company to measure an item of Indebtedness using fair value (as permitted by Statement of Financial Accounting Standards No. 159 or any similar accounting standard) shall be
disregarded and such determination shall be made as if such election had not been made. 
 Section 20.4.
Severability. Any provision of this Agreement that 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, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. 

Section 20.5. Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as
being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) 

  
 -25-









 
be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall
be applicable whether such action is taken directly or indirectly by such Person. 
 For the avoidance of doubt, all Schedules
and Exhibits attached to this Agreement shall be deemed to be a part hereof. 
 Section 20.6. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but
together signed by all, of the parties hereto. 
 Section 20.7. Governing Law. This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other
than such State. 
 Section 20.8. Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably
submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Financing
Agreements or the 2012 Series A Bonds. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction
of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. 
 (b) The Company 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 of the nature referred to in Section 20.8(a). The Company
consents to process being served by or on behalf of any holder of a 2012 Series A Bond with respect to any such any action, suit or proceeding by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, return receipt requested to CT Corporation System at the address noted above. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit,
action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a
delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. The Company further agrees that any failure of CT Corporation System to give notice to the Company 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. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 


  
 -26-









 (c) Nothing in this Section 20.8 shall affect the right of any holder of a 2012 Series
A Bond to serve process in any manner permitted by law, or limit any right that the holders of any of the 2012 Series A Bonds may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any
lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 
 (d) THE
PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON
OR WITH RESPECT TO THIS AGREEMENT, THE 2012 SERIES A BONDS OR ANY
OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH. 

*     *     *     *     * 

  
 -27-









 If you are in agreement with the foregoing, please sign the form of agreement on a
counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. 
  

			
	Very truly yours,
	
	CHUGACH ELECTRIC ASSOCIATION, INC.
		
	By	 	 /s/ Michael R. Cunningham

		 	Name: Michael R. Cunningham
		 	Sr. Vice President Finance and
		 	Chief Financial Officer



  
 -28-










			
	Chugach Electric Association, Inc.	  	Bond Purchase Agreement

 Accepted as of the date first written above. 

 

			
	 TEACHERS INSURANCE AND ANNUITY ASSOCIATION
OF AMERICA

		
	By	 	 /s/ Joseph R. Cantey Jr.

		 	Name: Joseph R. Cantey Jr.
		 	Title: Director



  
 -29-











			
	Chugach Electric Association, Inc.	 	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

							
	 THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY

		
	By:	 	Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney-In-Fact
			
		 	By	 	 /s/ Nicole Tullo

		 		 	Name:	 	Nicole Tullo
		 		 	Title:	 	Vice President
	
	 LINCOLN LIFE & ANNUITY COMPANY OF
NEW YORK

		
	By:	 	Delaware Investment Advisers, a series of Delaware Management Business Trust, Attorney-In-Fact
			
		 	By	 	 /s/ Nicole Tullo

		 		 	Name:	 	Nicole Tullo
		 		 	Title:	 	Vice President



  
 -30-











			
	Chugach Electric Association, Inc.	 	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

			
	 THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY

		
	By	 	 /s/ Timothy S. Collins

		 	Name: Timothy S. Collins
		 	Its Authorized Representative



  
 -31-











			
	Chugach Electric Association, Inc.	 	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

					
	 UNITED OF OMAHA LIFE INSURANCE
COMPANY

		
	By	 	 /s/ Justin P. Kavan

		 	Name:	 	Justin P. Kavan
		 	Title:	 	Vice President
	
	 MUTUAL OF OMAHA INSURANCE
COMPANY

		
	By	 	 /s/ Justin P. Kavan

		 	Name:	 	Justin P. Kavan
		 	Title:	 	Vice President



  
 -32-










			
	Chugach Electric Association, Inc.	  	Bond Purchase Agreement
		
	4.41% Series B First Mortgage Bonds due 03/15/2042	  	
	4.78% Series C First Mortgage Bonds due 03/15/2042	  	

 Accepted as of the date first written above. 

 

					
	 SUN LIFE ASSURANCE
COMPANY OF CANADA,
 ACTING
THROUGH ITS U.S. BRANCH

		
	By	 	 /s/ Ann C. King

		 	Name:	 	Ann C. King
		 	Title:	 	Assistant Vice President and
		 		 	Senior Counsel
		
	By	 	 /s/ Arthur Baril

		 	Name:	 	Arthur Baril
		 	Title:	 	Director
		 		 	Private Fixed Income



  
 -33-











			
	Chugach Electric Association, Inc.	 	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

					
	 SUN LIFE ASSURANCE
COMPANY OF CANADA,
 ACTING
THROUGH ITS U.S. BRANCH

		
	By	 	  

		 	Name:	 	
		 	Title:	 	
		
	By	 	  

		 	Name:	 	
		 	Title:	 	
	
	 SUN LIFE ASSURANCE
COMPANY OF CANADA,
 ACTING
THROUGH ITS BERMUDA BRANCH

		
	By	 	 /s/ Paul Sinclair

		 	Name:	 	Paul Sinclair
		 	Title:	 	Managing Director
		 		 	Head of Private Debt
		 		 	Private Fixed Income
		
	By	 	 /s/ David J. Fletcher

		 	Name:	 	David J. Fletcher
		 	Title:	 	Senior Director
		 		 	Private Fixed Income



  
 -34-











			
	Chugach Electric Association, Inc.	 	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

					
	 AXA EQUITABLE LIFE INSURANCE COMPANY

		
	By	 	 /s/ Amy Judd

		 	Name:	 	Amy Judd
		 	Title:	 	Investment Officer



  
 -35-











			
	Chugach Electric Association, Inc.	 	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

					
	 HORIZON BLUE CROSS BLUE SHIELD
OF NEW JERSEY

		
	By:	 	AllianceBernstein LP, its Investment Advisor
		
	By	 	 /s/ Amy Judd

		 	Name:	 	Amy Judd
		 	Title:	 	Senior Vice President



  
 -36-











			
	Chugach Electric Association, Inc.	 	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

					
	 KNIGHTS OF COLUMBUS

		
	By	 	 /s/ Charles E. Maurer, Jr.

		 	Name:	 	Charles E. Maurer, Jr.
		 	Title:	 	Supreme Secretary



  
 -37-











			
	Chugach Electric Association, Inc.	 	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

							
	 MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY

		
	By:	 	 Babson Capital Management LLC
 as Investment Adviser

			
		 	By	 	 /s/ Thomas P. Shea

		 		 	Name:	 	Thomas P. Shea
		 		 	Title:	 	Managing Director
	
	 C.M. LIFE INSURANCE COMPANY

		
	By:	 	 Babson Capital Management LLC
 as Investment Adviser

			
		 	By	 	 /s/ Thomas P. Shea

		 		 	Name:	 	Thomas P. Shea
		 		 	Title:	 	Managing Director
	
	 MASSMUTUAL ASIA LIMITED

		
	By:	 	 Babson Capital Management LLC
 as Investment Adviser

			
		 	By	 	 /s/ Thomas P. Shea

		 		 	Name:	 	Thomas P. Shea
		 		 	Title:	 	Managing Director



  
 -38-











			
	Chugach Electric Association, Inc.	 	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

							
	 ING USA ANNUITY AND LIFE INSURANCE
COMPANY

	 ING LIFE INSURANCE AND ANNUITY
COMPANY

	 RELIASTAR LIFE INSURANCE COMPANY

	 RELIASTAR LIFE INSURANCE COMPANY OF
NEW YORK

		
	By	 	 ING Investment Management LLC,
 as Agent

			
		 	By	 	 /s/ Christopher P. Lyons

		 		 	Name:	 	Christopher P. Lyons
		 		 	Title:	 	Senior Vice President



  
 -39-











			
	Chugach Electric Association, Inc.	 	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

					
	 THE CANADA LIFE ASSURANCE
COMPANY

		
	By	 	 /s/ James Lowery

		 	Name:	 	James Lowery
		 	Title:   AVP, Investments, GWL&A
		
	By	 	 /s/ Tad Anderson

		 	Name:	 	Tad Anderson
		 	Title:   AVP, Investments, GWL&A



  
 -40-











			
	Chugach Electric Association, Inc.	  	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

							
	NEW YORK LIFE INSURANCE COMPANY
		
	By	 	 /s/ Ruthard C. Murphy, II

		 	Name:	 	Ruthard C. Murphy, II
		 	Title:	 	Corporate Vice President
	
	 NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION

		
	By	 	New York Life Investment Management LLC, its Investment Manager
			
		 	By	 	 /s/ Ruthard C. Murphy, II

		 		 	Name:	 	Ruthard C. Murphy, II
		 		 	Title:	 	Director
	
	 NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)

		
	By	 	New York Life Investment Management LLC, its Investment Manager
			
		 	By	 	 /s/ Ruthard C. Murphy, II

		 		 	Name:	 	Ruthard C. Murphy, II
		 		 	Title:	 	Director



  
 -41-











			
	Chugach Electric Association, Inc.	  	Bond Purchase Agreement

  

 
							
	 NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2)

		
	By	 	New York Life Investment Management LLC, its Investment Manager
			
		 	By	 	 /s/ Ruthard C. Murphy, II

		 		 	Name:	 	Ruthard C. Murphy, II
		 		 	Title:	 	Director



  
 -42-









 Accepted as of the date first written above. 

 

					
	PACIFIC LIFE INSURANCE COMPANY
		
	By	 	 /s/ Diane W. Dales

		 	Name:	 	Diane W. Dales
		 	Title:	 	Assistant Vice President
		
	By	 	 /s/ Peter S. Fiek

		 	Name:	 	Peter S. Fiek
		 	Title:	 	Assistant Secretary



  
 -43-











			
	Chugach Electric Association, Inc.	  	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

					
	 WOODMEN OF THE WORLD LIFE
INSURANCE SOCIETY

		
	 By
	 	 /s/ Robert T. Maher

		 	Name:	 	Robert T. Maher
		 	Title:	 	Vice President Investment
		
	 By
	 	 /s/ Shawn Bengtson

		 	Name:	 	Shawn Bengtson
		 	Title:	 	Director, Securities Investment



  
 -44-











			
	Chugach Electric Association, Inc.	  	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

							
	AMERICAN UNITED LIFE INSURANCE COMPANY
		
	By	 	 /s/ John C. Mason

		 	Name:	 	John C. Mason
		 	Title:	 	Vice President, Investments
	
	THE STATE LIFE INSURANCE COMPANY
		
	By:	 	American United Life Insurance Company
	Its:	 	Agent
			
		 	By	 	 /s/ John C. Mason

		 		 	Name:	 	John C. Mason
		 		 	Title:	 	Vice President, Investments
	
	PIONEER MUTUAL LIFE INSURANCE COMPANY
		
	By:	 	American United Life Insurance Company
	Its:	 	Agent
			
		 	By	 	 /s/ John C. Mason

		 		 	Name:	 	John C. Mason
		 		 	Title:	 	Vice President, Investments



  
 -45-











			
	Chugach Electric Association, Inc.	  	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

					
	 COUNTRY MUTUAL INSURANCE COMPANY

		
	By	 	 /s/ John A. Jacobs

		 	Name:	 	John A. Jacobs
		 	Title:	 	Director – Fixed Income



  
 -46-











			
	Chugach Electric Association, Inc.	  	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

							
	 FEDERATED RURAL ELECTRIC
INSURANCE EXCHANGE
 PROASSURANCE CASUALTY
COMPANY
 PROASSURANCE INDEMNITY COMPANY,
INC.

		
	By:	 	Prime Advisors, Inc., its Attorney-in-Fact
			
		 	By	 	 /s/ Scott Sell

		 		 	Name:	 	Scott Sell
		 		 	Title:	 	Vice President



  
 -47-











			
	Chugach Electric Association, Inc.	  	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

					
	FARM BUREAU LIFE INSURANCE COMPANY
		
	By	 	 /s/ Herman L. Riva

		 	Name:	 	Herman L. Riva
		 	Title:	 	Securities Vice President



  
 -48-











			
	Chugach Electric Association, Inc.	  	Bond Purchase Agreement

  

 Accepted as of the date first written above. 

 

					
	PHL VARIABLE INSURANCE COMPANY
		
	By	 	 /s/ Christopher M. Wilkos

		 	Name:	 	Christopher M. Wilkos
		 	Title:	 	Executive Vice President



  
 -49-









 CHUGACH ELECTRIC ASSOCIATION 

INFORMATION RELATING TO PURCHASERS 

 

													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
 730 Third
Avenue
 New York, New York 10017
	  	$	0	  	  	$	23,000,000	  	  	$	9,000,000	  

 Payments 
 All
payments on or in respect of the First Mortgage Bonds shall be made in immediately available funds on the due date by electronic funds transfer, through the Automated Clearing House System, to: 

JPMorgan Chase Bank, N.A. 
 ABA # 021-000-021 
 Account Number: 900-9-000200 

Account Name: Teachers Insurance and Annuity Association of America 

For Further Credit to the Account Number: G07040 
 Tranche B First Mortgage Bonds: 
 Reference: PPN: 171265 B*1/Chugach Electric
Association, Inc. 
 Maturity Date: 2042/Interest Rate: 4.41%/P&I Breakdown 

and/or 
 Tranche
C First Mortgage Bonds: 
 Reference: PPN: 171265 B@9/Chugach Electric Association, Inc. 

Maturity Date: 2042/Interest Rate: 4.78%/P&I Breakdown 
 Payment Notices 
 All notices with respect to payments and prepayments of the First Mortgage Bonds
shall be sent to: 
 Teachers Insurance and Annuity Association of America 

730 Third Avenue 

New York, New York 10017 
 Attention: Securities Accounting Division 
 Telephone: (212) 916-5504

 Facsimile: (212) 916-4699 
 SCHEDULE A 
 (to Bond Purchase Agreement) 







 With a copy to: 
 JPMorgan Chase Bank, N.A. 
 P.O. Box 35308 

Newark, New Jersey 07101 

Contemporaneous written confirmation of any electronic funds transfer shall be sent to the above addresses setting forth (1) the full name, private
placement number, interest rate and maturity date of the First Mortgage Bond, (2) allocation of payment between principal, interest, Make-Whole Amount, other premium or any special payment and (3) the name and address of the bank from
which such electronic funds transfer was sent. 
 Notices and Communications 
 All notices and communications, including notices with respect to payments and prepayments, shall be delivered or mailed to: 
 Teachers Insurance and Annuity Association of America 
 8500 Andrew Carnegie
Boulevard 
 Charlotte, North Carolina 28262 
 Attention: Julie Patrick 

			
	Telephone:	  	(704) 988-6156
		  	(212) 490-9000 (General Number)
	Facsimile:	  	(704) 988-4916

 Name of Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 13-1624203 
 Physical Delivery of First Mortgage Bonds: 

JPMorgan Chase Bank, N.A. 
 4 Chase Metrotech Center 
 1st Floor, Window 5 

Brooklyn, New York 11245-0001 
 Attention: Physical Receive Department 
 For TIAA A/C #G07040 

  
 A-2










													
	NAME AND ADDRESS OF PURCHASER	  	 PRINCIPAL AMOUNT AND SERIES
OF BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
 c/o Delaware Investment
Advisers
 2005 Market Street, Mail Stop 41-104

Philadelphia, Pennsylvania 19103

Attention: Fixed Income Private Placements

Private Placement Fax: (215) 255-1654
	  	$	0	  	  	$
$
$
$
$
$	5,000,000
5,000,000
5,000,000
3,000,000
3,000,000
2,000,000	  
  
  
  
  
  	  	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chugach Electric Association, Inc., 4.41% First Mortgage Bonds, 2012 Series A, Tranche B due
March 15, 2042, PPN 171265 B*1,” principal, premium or interest) to: 
 The Bank of New York Mellon

 One Wall Street 
 New York, New York 10286 
 ABA #: 021000018 

BNF Account #: IOC566 
 Attention: Private Placement P&I Dept. 
 For Further Credit: The Lincoln
National Life Insurance Company 
 Further Credit A/C #: See Custodial Account Numbers Listed Below 

Ref: PPN/CUSIP # / Security Description / Payment Reason 
  


							
	PRINCIPAL AMOUNT OF
TRANCHE B BONDS	 	  	ACCOUNT NAME	  	BANK CUSTODY
NUMBER
			
	$	5,000,000	  	  	 The Lincoln National Life Insurance Company – Seg 16
	  	216625
	$	5,000,000	  	  	 The Lincoln National Life Insurance Company – Seg 66
	  	215733
	$	5,000,000	  	  	 The Lincoln National Life Insurance Company – Seg 76
	  	215736
	$	3,000,000	  	  	 The Lincoln National Life Insurance Company – Seg 65
	  	215732
	$	3,000,000	  	  	 The Lincoln National Life Insurance Company – Seg 11
	  	215715
	$	2,000,000	  	  	 The Lincoln National Life Insurance Company – Seg 46
	  	215726


  
 A-3









 All notices of payments on or in respect of the Bonds and written confirmation of each such payment to be
addressed to: 
 Delaware Investment Advisers 
 2005 Market Street, Mail Stop 41-104 
 Philadelphia, Pennsylvania 19103 

Attention: Fixed Income Private Placements 
 Private Placement Fax: (215) 255-1654 
 And Notice of Payment Only:

 Lincoln Financial Group 
 1300 South Clinton Street, 5C00 
 Fort Wayne, Indiana 46802 

Attention: K. Estep – Investment Accounting 
 Investment Accounting Fax: (260) 455-2622 
 and 

The Bank of New York Mellon 
 P. O. Box 19266 
 Newark, New Jersey 07195 

Attention: Private Placement P&I Department 
 Reference: Account Name/PPN/Cusip # 
 All other notices and communications to be addressed as
first provided above. 
 Name of Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 35-0472300 

  
 A-4









 Securities to be delivered to: 
 The Bank of New York Mellon 
 One Wall Street, 3rd Floor 

New York, New York 10286 
 Attention: Free Receive Department 
 Contact Person: Arnold Musella (Telephone
212-635-1917) 
 (In cover letter reference Bond Amount, Account Name and Custody Account Number) 

with a copy of cover letter only by fax to: 
 Karen Costa, The Bank of New York Mellon 
 Fax: (315) 414-5017 

with a copy via Email to: 
 Lincoln Financial Group 
 Attention: Kathy Bireley, Paralegal 

100 North Greene Street 
 Greensboro, North Carolina 27401 
 Telephone: (336) 691-4173 

Email: kathlyn.bireley@lfg.com 

  
 A-5










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 LINCOLN LIFE & ANNUITY
COMPANY OF NEW YORK
 c/o
Delaware Investment Advisers
 2005 Market Street, Mail Stop 41-104

Philadelphia, Pennsylvania 19103

Attention: Fixed Income Private Placements

Private Placement Fax: (215) 255-1654
	  	$	0	  	  	$	2,000,000	  	  	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chugach Electric Association, Inc., 4.41% First Mortgage Bonds, 2012 Series A, Tranche B due
March 15, 2042, PPN 171265 B*1,” principal, premium or interest) to: 
 NORTHERN CHGO/Trust 

801 South Canal Street 
 Chicago, Illinois 60607 
 ABA #: 071000152 

Credit A/C #: 5186041000 
 Attention: Northern Trust Income Dept. 
 For Further Credit: Lincoln
Life & Annuity Company of New York 
 Further Credit Custody A/C #: 2624503 

Ref: PPN/CUSIP # / Security Description / Payment Reason 
  


							
	PRINCIPAL AMOUNT OF
TRANCHE B BONDS	 	  	ACCOUNT NAME	  	BANK CUSTODY
NUMBER
			
	$	2,000,000	  	  	 Lincoln Life & Annuity Company of New York – Seg 11
	  	2624503

 All notices of payments on or in respect of the Bonds and written confirmation of each such payment to be addressed to:

 Delaware Investment Advisers 
 2005 Market Street, Mail Stop 41-104 
 Philadelphia, Pennsylvania 19103 

Attention: Fixed Income Private Placements 
 Private Placement Fax: (215) 255-1654 

  
 A-6









 And Notice of Payment Only: 

Lincoln Financial Group 
 1300 South Clinton Street, 5C00 
 Fort Wayne, Indiana 46802 

Attention: K. Estep – Investment Accounting 
 Investment Accounting Fax: (260) 455-2622 
 and 

The Northern Trust Company 
 801 South Canal Street 
 Income Collections C-4S 

Attention: Viola Nash / Oscell Owens 
 Chicago, Illinois 60607 
 Fax: 312-630-8179 

REFERENCE: ACCOUNT NAME/PPN/CUSIP # 
 All other notices and communications to be addressed as first provided above. 
 Name of Nominee in
which Bonds are to be issued: None 
 Taxpayer I.D. Number: 22-0832760 
 Securities to be delivered to: 
 The Northern Trust Company 

801 South Canal Street 
 Chicago, Illinois 60607 
 Attention: Wanda Leshone Ross (Telephone 312-557-9507)

 Trade Securities Processing, C1N 
 (IN COVER LETTER REFERENCE ACCOUNT NAME AND CUSTODY ACCOUNT NUMBER) 
 with a copy
via Email to: 
 Lincoln Financial Group 
 Attention: Kathy Bireley, Paralegal 
 100 North Greene Street 

Greensboro, North Carolina 27401 
 Email: kathlyn.bireley@lfg.com 

  
 A-7










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
 720 East Wisconsin
Avenue
 Milwaukee, Wisconsin 53202

Attention: Securities Department

Email: privateinvest@northwesternmutual.com
	  	$	25,000,000	  	  	$	0	  	  	$	0	  

 Payments 
 All
payments by wire transfer of immediately available funds to: 
 US Bank 

777 East Wisconsin Avenue 
 Milwaukee, Wisconsin 53202 
 ABA #075000022 

For the account of: 
 Northwestern Mutual Life 
 Account No. 182380324521 

with sufficient information to identify the source of the transfer, the amount of interest, principal or premium, the series of Bonds and
the PPN 
 Notices 
 All notices of
payments and written confirmation of such wire transfers: 
 The Northwestern Mutual Life Insurance Company 

720 East Wisconsin Avenue 
 Milwaukee, Wisconsin 53202 
 Attention: Investment Operations 

Email: privates@northwesternmutual.com 
 All other notices and communications to be addressed as first provided above. 
 Name of Nominee in
which Bonds are to be issued: None 
 Taxpayer I.D. Number: 39-0509570 

  
 A-8









 Address for Delivery of Bonds: 
 The Northwestern Mutual Life Insurance Company 
 720 East Wisconsin Avenue

 Milwaukee, Wisconsin 53202 
 Attention: Anne T. Brower, Esq. 

  
 A-9










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 UNITED OF OMAHA LIFE
INSURANCE COMPANY
 Mutual of Omaha Plaza

Omaha, Nebraska 68175-1011

Attention: 4 – Investment Accounting
	  	$	0	  	  	$	16,000,000	  	  	$	0	  

 Payments 
 All
principal and interest payments on the Bonds shall be made by wire transfer of immediately available funds to: 
 JPMorgan Chase
Bank 
 ABA #021000021 
 Private Income Processing 
 For credit to: United of Omaha Life Insurance Company

 Account # 900-9000200 
 a/c: G07097 
 PPN 171265 B*1 

Interest Amount: 

Principal Amount: 
 Notices

 All notices in respect of payment of Principal and Interest, Corporate Actions and Reorganization Notifications to: 

JPMorgan Chase Bank 
 14201 Dallas Parkway, 13th Floor 
 Dallas, Texas 75254-2917 

Attention: Income Processing 
 a/c: G07097 
 All other notices and communications (i.e., Quarterly/Annual Reports, Tax
Filings, Modifications, Waivers regarding the indenture) to be addressed as first provided above. 
 Name of Nominee in which Bonds are to be
issued: None 
 Taxpayer I.D. Number: 47-0322111 

  
 A-10









 Address for delivery of Bonds: 
 JPMorgan Chase Bank, N.A. 
 4 Chase Metrotech Center, 3rd Floor 

Brooklyn, New York 11245-0001 
 Attention: Physical Receive Department 
 Account # G07097 

** It is imperative that the custody account be included on the delivery letter. 

Without this information, the security will be returned to the sender. 

  
 A-11










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 MUTUAL OF OMAHA INSURANCE
COMPANY
 Mutual of Omaha Plaza

Omaha, Nebraska 68175-1011

Attention: 4 – Investment Accounting
	  	$	0	  	  	$	0	  	  	$	7,000,000	  

 Payments 
 All
principal and interest payments on or in respect of the Bonds shall be made by wire transfer of immediately available funds to: 

JPMorgan Chase Bank 
 ABA #021000021 
 Private Income Processing 

For credit to: Mutual of Omaha Insurance Company 
 Account # 900-9000200 
 a/c: G07096 

PPN 171265 B@9 
 Interest Amount: 
 Principal Amount: 

Notices 
 All notices in respect of payment of
Principal and Interest, Corporate Actions and Reorganization Notifications to: 
 JPMorgan Chase Bank 

14201 Dallas Parkway, 13th Floor 
 Dallas, Texas 75254-2917 
 Attention: Income Processing 

a/c: G07096 
 All other notices
and communications (i.e., Quarterly/Annual Reports, Tax Filings, Modifications, Waivers regarding the indenture) to be addressed as first provided above. 
 Name of Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 47-0246511


  
 A-12









 Address for delivery of Bonds: 
 JPMorgan Chase Bank, N.A. 
 4 Chase Metrotech Center, 3rd Floor 

Brooklyn, New York 11245-0001 
 Attention: Physical Receive Department 
 Account # G07096 

** It is imperative that the custody account be included on the delivery letter. 

Without this information, the security will be returned to the sender. 

  
 A-13










													
	NAME AND ADDRESS OF PURCHASER	 	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	 	Tranche A	 	 	Tranche B	 	 	Tranche C	 
	 SUN LIFE ASSURANCE COMPANY
OF CANADA
 c/o Sun Capital Advisers LLC

One Sun Life Executive Park

Wellesley Hills, Massachusetts 02481

Attention: Investments/Private Fixed Income, SC1303
	 	$	0	  	 	$	8,000,000	  	 	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds to: 

Citibank, N.A. 

ABA No. 021000089 
 Account No.: 36112805 
 For Further Credit 

Account Name: Sun Life of Canada Trust 
 Account No.: 199541 
 Ref: Chugach Electric Assoc., Inc., 4.41% Series B First Mtg
Bonds due 3/15/2042 
 PPN: 171265 B*1 
 Notices 
 All wire transfers are to be accompanied by the PPN and by the source and the principal
and interest application of the funds. Written notice of each routine payment and any audit confirmation is to be sent to: 
 Sun
Life Financial 
 227 King Street South 
 Waterloo, ON N2J 4C5 Canada 
 Attention: Investments/Private Placements –
SC302D36 
 All other notices and communications, including notices of non-routine payments, to be addressed as first provided above.

 Name of Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 38-1082080 

  
 A-14









 Address for delivery of Bonds: 
 Sun Capital Advisers LLC 
 One Sun Life Executive Park, SC1303 

Wellesley Hills, Massachusetts 02481-5699 
 Attention: Linda R. Guillette 

  
 A-15










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 SUN LIFE ASSURANCE COMPANY
OF CANADA
 c/o Sun Capital Advisers LLC

One Sun Life Executive Park

Wellesley Hills, Massachusetts 02481

Attention: Investments/Private Fixed Income, SC1303
	  	$	0	  	  	$	8,000,000	  	  	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds to: 

Citibank, N.A. 

ABA No. 021000089 
 Account No.: 36112805 
 For Further Credit 

Account Name: SLOC Offshore Life Custody 
 Account No.: 850440 
 Ref: Chugach Electric Assoc., Inc., 4.41% Series B First Mtg
Bonds due 3/15/2042 
 PPN: 171265 B*1 
 Notices 
 All wire transfers are to be accompanied by the PPN and by the source and the principal
and interest application of the funds. Written notice of each routine payment and any audit confirmation is to be sent to: 
 Sun
Life Financial 
 227 King Street South 
 Waterloo, ON N2J 4C5 Canada 
 Attention: Investments/Private Placements –
SC302D36 
 All other notices and communications, including notices of non-routine payments, to be addressed as first provided above.

 Name of Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: N/A 

  
 A-16









 Address for delivery of Bonds: 
 Sun Capital Advisers LLC 
 One Sun Life Executive Park, SC1303 

Wellesley Hills, Massachusetts 02481-5699 
 Attention: Linda R. Guillette 

  
 A-17










													
	NAME AND ADDRESS OF PURCHASER	 	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	 	Tranche A	 	 	Tranche B	 	 	Tranche C	 
	 SUN LIFE ASSURANCE COMPANY
OF CANADA
 c/o Sun Capital Advisers LLC

One Sun Life Executive Park

Wellesley Hills, Massachusetts 02481

Attention: Investments/Private Fixed Income, SC1303
	 	$	0	  	 	$	0	  	 	$	4,000,000	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds to: 

Citibank, N.A. 

ABA No. 021000089 
 Account No.: 36112805 
 For Further Credit 

Account Name: Sun Life of Canada 
 Account No.: 240006 
 Ref: Chugach Electric Assoc., Inc., 4.78% Series C First Mtg
Bonds due 3/15/2042 
 PPN: 171265 B@9 
 Notices 
 All wire transfers are to be accompanied by the PPN and by the source and the principal
and interest application of the funds. Written notice of each routine payment and any audit confirmation is to be sent to: 
 Sun
Life Financial 
 227 King Street South 
 Waterloo, ON N2J 4C5 Canada 
 Attention: Investments/Private Placements –
SC302D36 
 All other notices and communications, including notices of non-routine payments, to be addressed as first provided above.

 Name of Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 38-1082080 

  
 A-18









 Address for delivery of Bonds: 
 Sun Capital Advisers LLC 
 One Sun Life Executive Park, SC1303 

Wellesley Hills, Massachusetts 02481-5699 
 Attention: Linda R. Guillette 

  
 A-19










													
	NAME AND ADDRESS OF PURCHASER	 	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	 	Tranche A	 	 	Tranche B	 	 	Tranche C	 
	 SUN LIFE ASSURANCE COMPANY
OF CANADA
 c/o Sun Capital Advisers LLC

One Sun Life Executive Park

Wellesley Hills, Massachusetts 02481

Attention: Investments/Private Fixed Income, SC1303
	 	$	0	  	 	$	0	  	 	$	3,000,000	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds to: 

Citibank, N.A. 

ABA No. 021000089 
 Account No.: 36112805 
 For Further Credit 

Account Name: Sun Life of Canada 
 Account No.: 852097 
 Ref: Chugach Electric Assoc., Inc., 4.78% Series C First Mtg
Bonds due 3/15/2042 
 PPN: 171265 B@9 
 Notices 
 All wire transfers are to be accompanied by the PPN and by the source and the principal
and interest application of the funds. Written notice of each routine payment and any audit confirmation is to be sent to: 
 Sun
Life Financial 
 227 King Street South 
 Waterloo, ON N2J 4C5 Canada 
 Attention: Investments/Private Placements –
SC302D36 
 All other notices and communications, including notices of non-routine payments, to be addressed as first provided above.

 Name of Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 38-1082080 

  
 A-20









 Address for delivery of Bonds: 
 Sun Capital Advisers LLC 
 One Sun Life Executive Park, SC1303 

Wellesley Hills, Massachusetts 02481-5699 
 Attention: Linda R. Guillette 

  
 A-21









  

													
	NAME AND ADDRESS OF PURCHASER	 	PRINCIPAL AMOUNT AND SERIES OF 
BONDS
TO BE PURCHASED	 
	 	 	Tranche A	 	 	Tranche B	 	 	Tranche C	 
	 AXA EQUITABLE LIFE INSURANCE
COMPANY
 1290 Avenue of the Americas, 12th Floor

New York, New York 10104

Attention: Neville Hemmings

Telephone Number: (212) 314-4103
	 	$	10,000,000	  	 	$	0	  	 	$	0	  

 Payments 
 All
payments shall be made by wire transfer of immediately available funds to: 
 The Chase Manhattan Bank, N.A. 

Account(s): AXA Equitable Life Insurance Company 
 4 Chase Metrotech Center 
 Brooklyn, New York 11245 

ABA No.: 021-000021 
 Bank Account: 037-2-417394 
 Custody Account: G05476 

Face Amount of $10,000,000 
 Each such wire shall show the name of the Company, the Private Placement Number, the due date of the payment being made and, if such payment is a final payment. 

Notices 
 All notices of payments and written
confirmations of wire transfers should be sent to: 
 AXA Equitable Life Insurance Company 

c/o AllianceBernstein, LP 
 1345 Avenue of the Americas, 37th Floor 
 New York, New York 10105 

Attention: Cosmo Valente [Telephone #: (212) 969-6384] 
 All other notices and communications to be addressed to: 
 AXA Equitable Life
Insurance Company 
 c/o AllianceBernstein, LP 
 1345 Avenue of the Americas, 37th Floor 
 New York, New York 10105 

			
	Attention:	  	Terry McCarthy
		  	AllianceBernstein, LP
		  	[Telephone #: (212) 969-1350]


  
 A-22









 Name of Nominee in which Bonds are issued: None 
 Taxpayer I.D. Number: 13-557-0651 
 Address for delivery of Bonds: 

AXA Equitable Life Insurance Company 
 1290 Avenue of the Americas, 12th Floor 
 New York, NY 10104 

			
	Attention:	  	Neville Hemmings
		  	Telephone Number: (212) 314-4103


  
 A-23










													
	NAME AND ADDRESS OF PURCHASER	 	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	 	Tranche A	 	 	Tranche B	 	 	Tranche C	 
	 AXA EQUITABLE LIFE INSURANCE
COMPANY
 1290 Avenue of the Americas, 12th Floor

New York, New York 10104

Attention: Neville Hemmings

Telephone Number: (212) 314-4103
	 	$	5,000,000	  	 	$	0	  	 	$	0	  

 Payments 
 All
payments shall be made by wire transfer of immediately available funds to: 
 The Chase Manhattan Bank, N.A. 

Account(s): AXA Equitable Life Insurance Company 
 4 Chase Metrotech Center 
 Brooklyn, New York 11245 

ABA No.: 021-000021 
 Bank Account: 037-2-413336 
 Custody Account: G04657 

Face Amount of $5,000,000 
 Each such wire shall show the name of the Company, the Private Placement Number, the due date of the payment being made and, if such payment is a final payment. 

Notices 
 All notices of payments and written
confirmations of wire transfers should be sent to: 
 AXA Equitable Life Insurance Company 

c/o AllianceBernstein, LP 
 1345 Avenue of the Americas, 37th Floor 
 New York, New York 10105 

Attention: Cosmo Valente [Telephone #: (212) 969-6384] 
 All other notices and communications to be addressed to: 
 AXA Equitable Life
Insurance Company 
 c/o AllianceBernstein, LP 
 1345 Avenue of the Americas, 37th Floor 
 New York, New York 10105 

			
	Attention:	  	Terry McCarthy
		  	AllianceBernstein, LP
		  	[Telephone #: (212) 969-1350]


  
 A-24









 Name of Nominee in which Bonds are issued: None 
 Taxpayer I.D. Number: 13-557-0651 
 Address for delivery of Bonds: 

AXA Equitable Life Insurance Company 
 1290 Avenue of the Americas, 12th Floor 
 New York, NY 10104 

			
	Attention:	  	Neville Hemmings
		  	Telephone Number: (212) 314-4103


  
 A-25










													
	NAME AND ADDRESS OF PURCHASER	  	PRINCIPAL AMOUNT AND SERIES OF 
BONDS
TO BE PURCHASED	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 HORIZON BLUE CROSS BLUE
SHIELD OF NEW JERSEY
 c/o
AllianceBernstein, LP
 1345 Avenue of the Americas

New York, New York 10105

Attention:   Angel Salazar/Cosmo Valente

Insurance Operations

Telephone: (212) 969-2491/(212) 969-6384
	  	$	2,000,000	  	  	$	0	  	  	$	0	  

 Payments 
 All
payments shall be made by wire transfer of immediately available funds to: 
 JP Morgan/Chase 

ABA No.: 021-000021 
 For credit to the Private Income Processing Group 
 Account Number: 900-9000-200

 Account: Horizon Blue Cross Blue Shield of New Jersey-P60748 

Face Amount of $2,000,000 
 Each
wire shall show the name of the Company, the Private Placement Number, the due date of the payment being made and, if such payment is a final payment. 
 Notices 
 All notices of payments and written confirmations of wire transfers should be sent to:

 JPMorgan Chase Manhattan Bank 
 14201 North Dallas Parkway 
 13th Floor 

Dallas, Texas 75254-2917 
 Fax: (469) 477-1904 
 Second copy of payments and written confirmations should be sent to:

 Horizon Blue Cross Blue Shield of New Jersey 
 c/o Alliance Capital Management Corporation 
 1345 Avenue of the Americas

 New York, New York 10105 

			
	Attention:	  	Mei Wong / Mike Maher
		  	Telephone: (212) 969-2112 / (212) 823-2873
		  	Fax:            (212) 969-6298


  
 A-26









 Third copy of payments and written confirmations should be sent to: 

Horizon Blue Cross Blue Shield of New Jersey 
 Three Penn Plaza 
 PP-15K 

Newark, New Jersey 07105-2200 

					
	Attention:	  	Susan McCarthy – Manager Cash & Investments
		  	Telephone:	  	(973) 466-8568 or (973) 466-4375
		  	Fax:	  	(973) 466-8461

 Address for all other communications: 
 Alliance Capital Management 
 1345 Avenue of the Americas, 38th Floor 

New York, New York 10105 

					
	Attention:	  	Amy Judd	  	
		  	Telephone:	  	(212) 969-1145
		  	Fax:	  	(212) 969-6089

 Name of Nominee in which Bonds are to be issued: CUDD & Co. 

Taxpayer I.D. Number: 22-0999690 
 Address for
delivery of Bonds: 
 Alliance Capital Management 
 1345 Avenue of the Americas 
 New York, New York 10105 

			
	Attention:	  	Angel Salazar/Cosmo Valente
		  	Insurance Operations
		  	Telephone Number: (212) 969-2491 or (212) 969-6384


  
 A-27










													
	NAME AND ADDRESS OF PURCHASER	 	PRINCIPAL AMOUNT AND SERIES OF 
BONDS
TO BE PURCHASED	 
	 	 	Tranche A	 	 	Tranche B	 	 	Tranche C	 
	 KNIGHTS OF COLUMBUS

One Columbus Plaza

New Haven, Connecticut 06510-3326

Attention: Investment Accounting Department – 14th Floor
	 	$	0	  	 	$	16,000,000	  	 	$	0	  

 Payments 
 All
payments on or in respect of the Bonds held by such purchaser shall be made by wire transfer of immediately available funds to: 

Bank of New York 

ABA #021000018 

CREDIT A/C: GLA111566 
 ATTN: P&I Dept 
 A/C Name: Knights of Columbus Life Account 

Account#: 200700 

P & I Breakdown:
                                 

Reference: Chugach Electric Association, Inc., 4.41% due 2042 
 Notices 
 All notices and communications should be e-mailed and mailed to: 

Email: investments@kofc.org; sarah.capozzo@kofc.org 
 Knights of Columbus 
 Life Account #200700 

Attention: Investment Department, 19th Floor 
 One Columbus Plaza 
 New Haven, Connecticut 06510-3326 USA 

Phone: 203-752-4127, Fax: 203-752-4117 
 Name of Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 06-0416470


  
 A-28









 Address for delivery of Bonds: 
 The Bank of New York Mellon 
 One Wall Street 

3rd Floor, Window A 
 New York, New York 10286 USA 

			
	Attention:	  	Mary Wong, Assistant Treasurer
		  	Telephone: (212) 635-1003
	Reference:	  	Knights of Columbus Life Account # 200700


  
 A-29










													
	NAME AND ADDRESS OF PURCHASER	 	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	 	Tranche A	 	 	Tranche B	 	 	Tranche C	 
	 MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
 c/o Babson Capital Management LLC

1500 Main Street, Suite 2200

P.O. Box 15189
 Springfield, Massachusetts 01115-5189
 Attention:
Securities Investment Division
	 	$	0	  	 	$	12,200,000	  	 	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chugach Electric Association, Inc., 4.41% First Mortgage Bonds, 2012 Series A, Tranche B due
March 15, 2042, PPN 171265 B*1”, principal, premium or interest) to: 
 MassMutual Co-Owned Account 

Citibank 
 New
York, New York 
 ABA No. 021000089 
 Account No. 30510685 
 Re: Description of security, cusip, principal and
interest split 
 With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at
(413) 226-1754 or (413) 226-1803. 
 Notices 
 All notices and communications to be addressed as first provided above, except notices with respect to payments to be addressed: 
 Massachusetts Mutual Life Insurance Company 
 c/o Babson Capital Management LLC

 1500 Main Street, Suite 200 
 P. O. Box 15189 
 Springfield, Massachusetts 01115-5189 

Attention: Securities Custody and Collection Department 
 Electronic delivery of financials and other information: privateplacements@babsoncapital.com 

Name of Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 04-1590850 

  
 A-30









 Address for delivery of Bonds: 
 Steven J. Katz, Counsel 
 Babson Capital Management LLC 

1500 Main Street, Suite 2800 
 Springfield, Massachusetts 01115-5189 

  
 A-31










													
	NAME AND ADDRESS OF PURCHASER	 	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	 	Tranche A	 	 	Tranche B	 	 	Tranche C	 
	 C.M. LIFE INSURANCE COMPANY

c/o Babson Capital Management LLC

1500 Main Street, Suite 2200

P.O. Box 15189
 Springfield, Massachusetts 01115-5189
 Attention:
Securities Investment Division
	 	$	0	  	 	$	1,500,000	  	 	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chugach Electric Association, Inc., 4.41% First Mortgage Bonds, 2012 Series A, Tranche B due
March 15, 2042, PPN 171265 B*1”, principal, premium or interest) to: 
 MassMutual Co-Owned Account 

Citibank 
 New
York, New York 
 ABA No. 021000089 
 Account No. 30510685 
 Re: Description of security, cusip, principal and
interest split 
 With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at
(413) 226-1754 or (413) 226-1803. 
 Notices 
 All notices and communications to be addressed as first provided above, except notices with respect to payments to be addressed: 
 C.M. Life Insurance Company 
 c/o Babson Capital Management LLC 

1500 Main Street, Suite 200 
 P. O. Box 15189 
 Springfield, Massachusetts 01115-5189 

Attention: Securities Custody and Collection Department 
 Electronic delivery of financials and other information: privateplacements@babsoncapital.com 

Name of Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 06-1041383 

  
 A-32









 Address for delivery of Bonds: 
 Steven J. Katz, Counsel 
 Babson Capital Management LLC 

1500 Main Street, Suite 2800 
 Springfield, Massachusetts 01115-5189 

  
 A-33










													
	NAME AND ADDRESS OF PURCHASER	 	PRINCIPAL AMOUNT AND SERIES OF 
BONDS
TO BE PURCHASED	 
	 	 	Tranche A	 	 	Tranche B	 	 	Tranche C	 
	 MASSMUTUAL ASIA
LIMITED
 c/o Babson Capital Management LLC

1500 Main Street, Suite 2200

P.O. Box 15189
 Springfield, Massachusetts 01115-5189
 Attention:
Securities Investment Division
	 	$	0	  	 	$	1,300,000	  	 	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chugach Electric Association, Inc., 4.41% First Mortgage Bonds, 2012 Series A, Tranche B due
March 15, 2042, PPN 171265 B*1”, principal, premium or interest) to: 
 Gerlach & Co. 

c/o Citibank, N.A 

ABA #021000089 

Concentration Account 36112805 
 Attention: Judy Rock 
 FFC: MassMutual Asia 849195 

Name of Security, PPN Number 

With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1803 or
(413) 226-1754. 
 Notices 
 All
notices and communications to be addressed as first provided above, except notices with respect to payments, and written confirmation of each such payment, to be addressed: 
 MassMutual Asia Limited 
 c/o Babson Capital Management LLC 

1500 Main Street, Suite 200 
 Springfield, Massachusetts 01115-5189 
 Attention: Securities Custody and
Collection Department 
 Electronic delivery of financials and other information: privateplacements@babsoncapital.com 

  
 A-34









 Corporate Action Notifications should be addressed to: 

Citigroup Global Securities Services 
 Attention: Corporate Action Department 
 3800 Citibank Center Tampa 

Building B Floor 3 
 Tampa, Florida 33610-9122 
 Name of Nominee in which Bonds are to be issued: Gerlach &
Co. 
 Address for delivery of Bonds: 
 Citibank NA 
 399 Park Avenue 

Level B Vault 

New York, New York 10022 
 Account #849195 

  
 A-35










													
	NAME AND ADDRESS OF PURCHASER	 	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	 	Tranche A	 	 	Tranche B	 	 	Tranche C	 
	 ING USA ANNUITY AND LIFE
INSURANCE COMPANY
 c/o ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4347

Attention: Private Placements

Fax Number: (770) 690-5342
	 	$	0	  	 	$	0	  	 	$	7,400,000	  

 (1) All payments on account of Bonds held by such purchaser should be made by wire transfer of immediately available
funds for credit to: 
 The Bank of New York Mellon 
 ABA#: 021000018 
  

			
	Account:	  	IOC 566/INST’L CUSTODY (for scheduled principal and interest payments)
	 or
	  	
		  	IOC 565/INST’L CUSTODY (for all payments other than scheduled principal and interest)

 For further credit to: ING USA/Acct. 136373 

Reference: PPN 171265 B@9 
 Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Bonds on account of which such payment is made,
and the due date and application (as among principal, premium and interest) of the payment being made. 
 (2) Address for all notices relating
to payments: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 
 Atlanta, Georgia 30327-4347 

Attn: Operations/Settlements 
 Fax: (770) 690-5316 

  
 A-36









 (3) Address for all other communications and notices: 

ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 
 Atlanta, GA 30327-4347 

Attn: Private Placements 
 Fax: (770) 690-5342 
 (4) Tax Identification No.: 41-0991508 

Address for delivery of Bonds: 

The Bank of New York Mellon 
 One Wall Street 
 Window A – 3rd Floor 

New York, NY 10286 
 With a copy to: 
 ING Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 
 Atlanta, Georgia 30327-4347 
 Attn: Patty Boss 

Email: patti.boss@inginvestment.com 
 The cover letter accompanying the Bonds should set forth: a) the name of the issuer, b) a description of the Bonds (including the interest rate, maturity date and private placement number), c) the name of
the purchaser and its account number at The Bank of New York Mellon (ING USA/Acct. 136373); and d) the name, telephone number and e-mail address of a contact person at the Issuer of the Bonds related to payments on the Bonds. 

  
 A-37










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 ING LIFE INSURANCE AND ANNUITY
COMPANY
 c/o ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4347

Attention: Private Placements

Fax Number: (770) 690-5342
	  	$	0	  	  	$	0	  	  	$	1,900,000	  

 (1) All payments on account of Bonds held by such purchaser should be made by wire transfer of immediately available
funds for credit to: 
 The Bank of New York Mellon 
 ABA#: 021000018 
  

			
	Account:	  	IOC 566/INST’L CUSTODY (for scheduled principal and interest payments)
	 or
	  	
		  	IOC 565/INST’L CUSTODY (for all payments other than scheduled principal and interest)

 For further credit to: ILIAC/Acct. 216101 

Reference: PPN 171265 B@9 
 Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Bonds on account of which such payment is made,
and the due date and application (as among principal, premium and interest) of the payment being made. 
 (2) Address for all notices relating
to payments: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 
 Atlanta, Georgia 30327-4347 

Attn: Operations/Settlements 
 Fax: (770) 690-5316 

  
 A-38









 (3) Address for all other communications and notices: 

ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 
 Atlanta, Georgia 30327-4347 

Attn: Private Placements 
 Fax: (770) 690-5342 
 (4) Tax Identification No.: 71-0294708 

Address for delivery of Bonds: 

The Bank of New York Mellon 
 One Wall Street 
 Window A – 3rd Floor 

New York, New York 10286 
 With a copy to: 
 ING Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 
 Atlanta, Georgia 30327-4347 
 Attn: Patty Boss 

Email: patti.boss@inginvestment.com 
 The cover letter accompanying the Bonds should set forth: a) the name of the issuer, b) a description of the Bonds (including the interest rate, maturity date and private placement number), c) the name of
the purchaser and its account number at The Bank of New York Mellon (ILIAC/Acct. 216101); and d) the name, telephone number and e-mail address of a contact person at the Issuer of the Bonds related to payments on the Bonds. 

  
 A-39










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 RELIASTAR LIFE INSURANCE
COMPANY
 c/o ING Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, Georgia 30327-4347

Attention: Private Placements

Fax Number: (770) 690-5342
	  	$	0	  	  	$	0	  	  	$	3,700,000	  

 (1) All payments on account of Bonds held by such purchaser should be made by wire transfer of immediately available
funds for credit to: 
 The Bank of New York Mellon 
 ABA#: 021000018 
  

			
	 Account:
	  	IOC 566/INST’L CUSTODY (for scheduled principal and interest payments)
	 or
	  	
		  	IOC 565/INST’L CUSTODY (for all payments other than scheduled principal and interest)

 For further credit to: RLIC/Acct. 187035 

Reference: PPN 171265 B@9 
 Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Bonds on account of which such payment is made,
and the due date and application (as among principal, premium and interest) of the payment being made. 
 (2) Address for all notices relating
to payments: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 
 Atlanta, Georgia 30327-4347 

Attn: Operations/Settlements 
 Fax: (770) 690-5316 

  
 A-40









 (3) Address for all other communications and notices: 

ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 
 Atlanta, Georgia 30327-4347 

Attn: Private Placements 
 Fax: (770) 690-5342 
 (4) Tax Identification No.: 41-0451140 

Address for delivery of Bonds: 

The Bank of New York Mellon 
 One Wall Street 
 Window A – 3rd Floor 

New York, New York 10286 
 With a copy to: 
 ING Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 
 Atlanta, Georgia 30327-4347 
 Attn: Patty Boss 

Email: patti.boss@inginvestment.com 
 The cover letter accompanying the Bonds should set forth: a) the name of the issuer, b) a description of the Bonds (including the interest rate, maturity date and private placement number), c) the name of
the purchaser and its account number at The Bank of New York Mellon (RLIC/Acct. 187035); and d) the name, telephone number and e-mail address of a contact person at the Issuer of the Bonds related to payments on the Bonds. 

  
 A-41










													
	NAME AND ADDRESS OF PURCHASER	  	PRINCIPAL AMOUNT AND SERIES OF 
BONDS
TO BE PURCHASED	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 RELIASTAR LIFE INSURANCE COMPANY

c/o ING Investment Management LLC
 5780 Powers
Ferry Road NW, Suite 300
 Atlanta, Georgia 30327-4347
 Attention: Private Placements
 Fax Number: (770) 690-5342
	  	$	0	  	  	$	0	  	  	$	1,800,000	  

 (1) All payments on account of Bonds held by such purchaser should be made by wire transfer of immediately available
funds for credit to: 
 The Bank of New York Mellon 
 ABA#: 021000018 
  

					
	Account:	    	 IOC 566/INST’L CUSTODY (for scheduled
 principal and interest payments)
	  	
	or	    		  	
		    	 IOC 565/INST’L CUSTODY (for all payments
 other than scheduled principal and interest)
	  	

 For further credit to: ReliaStar Life/WWIII Modco TR/Acct. 804889 

Reference: PPN 171265 B@9 
 Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Bonds on account of which such payment is made,
and the due date and application (as among principal, premium and interest) of the payment being made. 
 (2) Address for all notices relating
to payments: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 
 Atlanta, Georgia 30327-4347 

Attn: Operations/Settlements 
 Fax: (770) 690-5316 
 With a copy to: 

The Bank of New York 
 Insurance Trust Department 
 101 Barclay 8 West 

New York, New York 10286 

  
 A-42









 (3) Address for all other communications and notices: 

ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 
 Atlanta, Georgia 30327-4347 

Attn: Private Placements 
 Fax: (770) 690-5342 
 (4) Tax Identification No.: 41-0451140 

Address for delivery of Bonds: 

The Bank of New York Mellon 
 One Wall Street 
 Window A – 3rd Floor 

New York, New York 10286 
 With a copy to: 
 ING Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 
 Atlanta, Georgia 30327-4347 
 Attn: Patty Boss 

Email: patti.boss@inginvestment.com 
 The cover letter accompanying the Bonds should set forth: a) the name of the issuer, b) a description of the Bonds (including the interest rate, maturity date and private placement number), c) the name of
the purchaser and its account number at The Bank of New York Mellon (ReliaStar Life/WWIII Modco TR/Acct. 804889); and d) the name, telephone number and e-mail address of a contact person at the Issuer of the Bonds related to payments on the Bonds.


  
 A-43










													
	NAME AND ADDRESS OF PURCHASER	  	PRINCIPAL AMOUNT AND SERIES OF 
BONDS
TO BE PURCHASED	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 RELIASTAR LIFE INSURANCE COMPANY OF NEW
YORK
 c/o ING Investment Management LLC
 5780 Powers Ferry Road NW, Suite 300
 Atlanta, Georgia 30327-4347

Attention: Private Placements
 Fax Number: (770)
690-5342
	  	$	0	  	  	$	0	  	  	$	200,000	  

 (1) All payments on account of Bonds held by such purchaser should be made by wire transfer of immediately available
funds for credit to: 
 The Bank of New York Mellon 
 ABA#: 021000018 
  

					
	Account:	    	IOC 566/INST’L CUSTODY (for scheduled	  	
		    	principal and interest payments)	  	
	or	    		  	
		    	IOC 565/INST’L CUSTODY (for all payments	  	
		    	other than scheduled principal and interest)	  	

 For further credit to: RLNY/Acct. 187038 

Reference: PPN 171265 B@9 
 Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Bonds on account of which such payment is made,
and the due date and application (as among principal, premium and interest) of the payment being made. 
 (2) Address for all notices relating
to payments: 
 ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 
 Atlanta, Georgia 30327-4347 

Attn: Operations/Settlements 
 Fax: (770) 690-5316 

  
 A-44









 (3) Address for all other communications and notices: 

ING Investment Management LLC 
 5780 Powers Ferry Road NW, Suite 300 
 Atlanta, GA 30327-4347 

Attn: Private Placements 
 Fax: (770) 690-5342 
 (4) Tax Identification No.: 53-0242530 

Address for delivery of Bonds: 

The Bank of New York Mellon 
 One Wall Street 
 Window A – 3rd Floor 

New York, NY 10286 
 With a copy to: 
 ING Investment Management LLC 

5780 Powers Ferry Road NW, Suite 300 
 Atlanta, Georgia 30327-4347 
 Attn: Patty Boss 

Email: patti.boss@inginvestment.com 
 The cover letter accompanying the Bonds should set forth: a) the name of the issuer, b) a description of the Bonds (including the interest rate, maturity date and private placement number), c) the name of
the purchaser and its account number at The Bank of New York Mellon (RLNY/Acct. 187038); and d) the name, telephone number and e-mail address of a contact person at the Issuer of the Bonds related to payments on the Bonds. 

  
 A-45










													
	NAME AND ADDRESS OF PURCHASER	  	PRINCIPAL AMOUNT AND SERIES OF 
BONDS
TO BE PURCHASED	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 THE CANADA LIFE ASSURANCE COMPANY

8515 East Orchard Road, 3T2
 Greenwood Village,
CO 80111
 Attention: Investments Division
 Fax: (303) 737-6193
	  	$	10,000,000	  	  	$	0	  	  	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be made by bank wire transfer of Federal or other immediately available funds to: 

The Bank of New York Mellon 
 ABA #021-000-018 
 BNF Account No.: IOC566 

Further Credit to: Canada Life/Acct No. 114708 
  

					
	Reference:	    	1) security description (including PPN)	  	
		    	2) allocation of payment between principal and interest, and
		    	3) confirmation of principal balance	  	

 All notices and communications, including notices of payments, on or in respect of the Bonds and written confirmation of
each such payment to be addressed as first provided above. 
 The Canada Life Assurance Company Taxpayer I.D. Number: 38-0397420 

Name of Nominee in which Bonds are to be issued: Hare & Co. 
 Hare & Co. Taxpayer I.D. Number: 13-6062916 
 Address for delivery of Bonds – New
Issue: 
 The Bank of New York Mellon 
 3rd Floor, Window A 
 One Wall Street 

New York, New York 10286 
 Attention: Receive/Deliver Department – (Canada Life/Acct No. 114708) 

  
 A-46










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 NEW YORK LIFE INSURANCE
COMPANY
 c/o New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010

Attention: Fixed Income Investors Group

Private Finance, 2nd Floor
 Fax Number: (212) 447-4122
	  	$	2,700,000	  	  	$	3,000,000	  	  	$	0	  

 Payments 
 All
payments by wire or intrabank transfer of immediately available funds to: 
 JPMorgan Chase Bank 

New York, New York 10019 
 ABA No. 021-000-021 
 Credit: New York Life Insurance Company 

General Account No. 008-9-00687 
 With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds.


  
 A-47









 Notices 
 All notices of payments, written confirmations of such wire transfers and any audit confirmation: 
 New York Life Insurance Company 
 c/o New York Life Investment Management LLC

 51 Madison Avenue 
 2nd Floor, Room 208 
 New York, New York 10010-1603 

			
	Attention:	 	  Securities Operations, Private Group, 2nd Floor
		 	  Fax Number: (908) 840-3385

 with a copy sent electronically to: 

FIIGLibrary@nylim.com 
 TraditionalPVtOps@nylim.com 
 Any changes in the foregoing payment instructions
shall be confirmed by e-mail to NYLIMWireConfirmation@nylm.com prior to becoming effective. 

  
 A-48









 All other notices and communications to be addressed as first provided above, with a copy sent
electronically to: FIIGLibrary@nylim.com and TraditionalPVtOps@nylim.com, and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Office of General Counsel, Investment Section, Room
1016, Fax Number: (212) 576-8340. 
 Name of Nominee in which Bonds are to be issued: None 

Taxpayer I.D. Number: 13-5582869 
 Address for
delivery of Bonds: 
 Rebecca Strutton, Esq. 
 Director and Associate General Counsel 
 New York Life Investment Management LLC

 51 Madison Avenue, Room 117M 
 New York, New York 10010 

  
 A-49










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 NEW YORK LIFE INSURANCE
AND ANNUITY CORPORATION
 c/o New York Life Investment
Management LLC
 51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603

Attention: Fixed Income Investors Group

Private Finance, 2nd Floor
 Fax Number: (212) 447-4122
	  	$	1,900,000	  	  	$	1,700,000	  	  	$	0	  

 Payments 
 All
payments by wire or intrabank transfer of immediately available funds to: 
 JPMorgan Chase Bank 

New York, New York 
 ABA No. 021-000-021 
 Credit: New York Life Insurance and Annuity Corporation

 General Account No. 323-8-47382 
 With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds.


  
 A-50









 Notices 
 All notices of payments, written confirmations of such wire transfers and any audit confirmation: 
 New York Life Insurance and Annuity Corporation 
 c/o New York Life Investment
Management LLC 
 51 Madison Avenue 
 2nd Floor, Room 208 
 New York, New York 10010-1603 

			
	Attention:	 	  Securities Operation, Private Group, 2nd Floor
		 	  Fax Number: (908) 840-3385

 with a copy sent electronically to: 

FIIGLibrary@nylim.com 
 TraditionalPVtOps@nylim.com 
 Any changes in the foregoing payment instructions
shall be confirmed by e-mail to NYLIMWireConfirmation@nylm.com prior to becoming effective. 

  
 A-51









 All other notices and communications to be addressed as first provided above, with a copy sent
electronically to: FIIGLibrary@nylim.com and TraditionalPVtOps@nylim.com, and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Office of General Counsel, Investment Section, Room
1016, Fax Number: (212) 576-8340. 
 Name of Nominee in which Bonds are to be issued: None 

Taxpayer I.D. Number: 13-3044743 
 Address for
delivery of Bonds: 
 Rebecca Strutton, Esq. 
 Director and Associate General Counsel 
 New York Life Investment Management LLC

 51 Madison Avenue, Room 117M 
 New York, New York 10010 

  
 A-52










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 NEW YORK LIFE INSURANCE
AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)

c/o New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603

Attention: Fixed Income Investors Group

Private Finance, 2nd Floor

Fax Number: (212) 447-4122
	  	$	300,000	  	  	$	300,000	  	  	$	0	  

 Payments 
 All
payments by wire or intrabank transfer of immediately available funds to: 
 JPMorgan Chase Bank 

New York, New York 
 ABA No. 021-000-021 
 Credit: NYLIAC SEPARATE BOLI 30C 

General Account No. 304-6-23970 
 With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds.

 Notices 
 All notices of payments,
written confirmations of such wire transfers and any audit confirmation: 
 New York Life Insurance and Annuity Corporation

 Institutionally Owned Life Insurance Separate Account 
 c/o New York Life Investment Management LLC 
 51 Madison Avenue 

2nd Floor, Room 208 
 New York, New York 10010-1603 

			
	Attention:	 	Securities Operation, Private Group, 2nd Floor
		 	Fax Number: (908) 840-3385


  
 A-53









 with a copy sent electronically to: 

FIIGLibrary@nylim.com 
 TraditionalPVtOps@nylim.com 
 Any changes in the foregoing payment instructions
shall be confirmed by e-mail to NYLIMWireConfirmation@nylm.com prior to becoming effective. 
 All other notices and communications to be
addressed as first provided above, with a copy sent electronically to: FIIGLibrary@nylim.com and TraditionalPVtOps@nylim.com and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Office
of General Counsel, Investment Section, Room 1016, Fax Number: (212) 576-8340. 
 Name in which Bonds are to be issued: New York Life
Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 30C) 
 Taxpayer I.D. Number: 13-3044743

 Address for delivery of Bonds: 
 Rebecca Strutton, Esq. 
 Director and Associate General Counsel 

New York Life Investment Management LLC 
 51 Madison Avenue, Room 117M 
 New York, New York 10010 

  
 A-54










													
	NAME AND ADDRESS OF PURCHASER	  	PRINCIPAL AMOUNT AND SERIES OF 
BONDS
TO BE PURCHASED	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 NEW YORK LIFE INSURANCE
AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2)

c/o New York Life Investment Management LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603

Attention: Fixed Income Investors Group

Private Finance, 2nd Floor

Fax Number: (212) 447-4122
	  	$	100,000	  	  	$	0	  	  	$	0	  

 Payments 
 All
payments by wire or intrabank transfer of immediately available funds to: 
 JPMorgan Chase Bank 

New York, New York 
 ABA No. 021-000-021 
 Credit: NYLIAC SEPARATE BOLI 3-2 

General Account Number 323-9-56793 
 With sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds.

 Notices 
 All notices of payments,
written confirmations of such wire transfers and any audit confirmation: 
  

			
	New York Life Insurance and Annuity Corporation
	 Institutionally Owned Life Insurance Separate Account
 c/o New York Life Investment Management LLC

	51 Madison Avenue
	2nd Floor, Room 208
	New York, New York 10010-1603
	Attention:	 	Securities Operation, Private Group, 2nd Floor
		 	Fax Number: (908) 840-3385


  
 A-55









 with a copy sent electronically to: 

FIIGLibrary@nylim.com 
 TraditionalPVtOps@nylim.com 
 Any changes in the foregoing payment instructions
shall be confirmed by e-mail to NYLIMWireConfirmation@nylm.com prior to becoming effective. 
 All other notices and communications to be
addressed as first provided above, with a copy sent electronically to: FIIGLibrary@nylim.com and TraditionalPVtOps@nylim.com and with a copy of any notices regarding defaults or Events of Default under the operative documents to: Attention: Office
of General Counsel, Investment Section, Room 1016, Fax Number: (212) 576-8340. 
 Name in which Bonds are to be issued: New York Life
Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3-2) 
 Taxpayer I.D. Number: 13-3044743

 Address for delivery of Bonds: 
 Rebecca Strutton, Esq. 
 Director and Associate General Counsel 

New York Life Investment Management LLC 
 51 Madison Avenue, Room 117M 
 New York, New York 10010 

  
 A-56










													
	NAME AND ADDRESS OF PURCHASER	  	 PRINCIPAL AMOUNT AND SERIES
OF BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 PACIFIC LIFE INSURANCE
COMPANY
 700 Newport Center Drive

Newport Beach, California 92660-6397

Attention: IMD – Credit Analysis

Fax Number: (949) 219-5406
	  	$	0	  	  	$	0	  	  	$
 $
	5,000,000
 5,000,000
	  
   


 Payments 
 All
payments of principal and interest on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds to: 
 Mellon Trust of New England 
 ABA # 011001234 

DDA 125261 

Attention: MBS Income CC: 1253 
 A/C Name: Pacific Life Insurance Company – General Account/PLCF18101302 

Regarding: Chugach Electric Association, Inc., 4.78% First Mortgage Bonds, 2012 

Series A, Tranche C due March 15, 2042, PPN 171265 B@9 
 Notices 
 All notices and communications to be addressed as first provided above, except notices
with respect to payments and written confirmation of each such payment, to be addressed: 
 Mellon Trust 

Attention: Pacific Life Accounting Team 
 One Mellon Bank Center 
 Room 0930 

Pittsburgh, Pennsylvania 15259 
 and 
 Pacific Life Insurance Company 

Attention: IMD – Cash Team 
 700 Newport Center Drive 
 Newport Beach, California 92660-6397 

Fax Number: (949) 718-5845 

Name of Nominee in which Bonds are to be issued: Mac & Co 
 General Taxpayer I.D. Number: 95-1079000 

  
 A-57









 Address for delivery of Bonds: 
 Mellon Securities Trust Company 
 One Wall Street 

3rd Floor-Receive Window C 
 New York, New York 10286 
 Attention: Robert Ferraro (212) 635-1299

 A/C Name: Pacific Life Insurance Company 
 A/C #: PLCF18101302 

  
 A-58










													
	NAME AND ADDRESS OF PURCHASER	  	PRINCIPAL AMOUNT AND SERIES OF 
BONDS
TO BE PURCHASED	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 WOODMEN OF THE WORLD
LIFE INSURANCE SOCIETY
 1700 Farnam Street

Omaha, Nebraska 68102

Attention: Securities Department

Telecopier Number: (402) 342-5136
	  	$	10,000,000	  	  	$	0	  	  	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chugach Electric Association, Inc., 4.01% First Mortgage Bonds, 2012 Series A, Tranche A due
March 15, 2032, PPN 171265 A#8, principal, premium or interest”) to: 
 U.S. Bank, N.A. 

1700 Farnam Street 
 Omaha, Nebraska 68102 
 ABA # 104000029 

For the Account of WOW 
 Account # 148747770730 
 Notices 
 All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 

Name of Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 47-0339250 
 Address for delivery of Bonds: 

Woodmen of the World Life Insurance Society 
 1700 Farnam Street 
 Omaha, Nebraska 68102 

Attention: Securities Department 

  
 A-59










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 AMERICAN UNITED LIFE INSURANCE
COMPANY
 Attention: Michael I. Bullock, Securities Department

One American Square, Suite 305W

Post Office Box 368

Indianapolis, Indiana 46206
	  	$	0	  	  	$	5,000,000	  	  	$	0	  

 Payments 
 All
payments of principal and interest on the Bonds should be made in immediately available funds by wire transfer to the following bank account: 
 American United Life Insurance Company 
 Bank of New York 

ABA #021000018 

Credit Account: GLA111566 
 Account Name: American United Life Insurance Company 
 Account #: 186683

 P & I Breakdown:
                     

Ref: Chugach Electric Association, Inc., 4.41% First Mortgage Bonds, 2012 Series A, 

Tranche B due March 15, 2042 PPN 171265 B*1 
 Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the Bond and the payment date. 

Notices 
 All notices and communications,
including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 
 Name of
Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 35-0145825 

  
 A-60









 Address for delivery of Bonds: 
 Bank of New York 
 One Wall Street, 3rd Floor 

New York, New York 10286 
 American United Life Insurance Company, Account #186683 
 Attn: Anthony
Saviano/Window A 
 cc: Michele Morris/NYC Physical Desk on all correspondence via regular mail 

  
 A-61










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 THE STATE LIFE INSURANCE COMPANY

c/o American United Life Insurance Company

Attention: Michael I. Bullock, Securities Department
 One American Square, Suite 305W
 Post Office Box 368

Indianapolis, Indiana 46206
	  	$	0	  	  	$	3,000,000	  	  	$	0	  

 Payments 
 All
payments of principal and interest on the Bonds should be made in immediately available funds by wire transfer to the following bank account: 
 The State Life Insurance Company 
 Bank of New York 

ABA #021000018 

Credit Account: GLA111566 
 Account Name: The State Life Insurance Company 
 Account #: 343761 

P & I Breakdown:
                     

Ref: Chugach Electric Association, Inc., 4.41% First Mortgage Bonds, 2012 Series A, 

Tranche B due March 15, 2042 PPN 171265 B*1 
 Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the Bond and the payment date. 

Notices 
 All notices and communications,
including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 
 Name of
Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 35-0684263 

  
 A-62









 Address for delivery of Bonds: 
 Bank of New York 
 One Wall Street, 3rd Floor 

New York, New York 10286 
 The State Life Insurance Co. c/o American United Life Insurance Company, Account #343761 
 Attn: Anthony Saviano/Window A 
 cc: Michele Morris/NYC Physical Desk on all
correspondence via regular mail 

  
 A-63










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 PIONEER MUTUAL LIFE INSURANCE COMPANY

c/o American United Life Insurance Company

Attention: Michael I. Bullock, Securities Department
 One American Square, Suite 305W
 Post Office Box 368

Indianapolis, Indiana 46206
	  	$	0	  	  	$	1,000,000	  	  	$	0	  

 Payments 
 All
payments of principal and interest on the Bonds should be made in immediately available funds by wire transfer to the following bank account: 
 Pioneer Mutual Life Insurance Company 
 Bank of New York 

ABA #: 021000018 

Credit Account: GLA111566 
 Account Name: Pioneer Mutual Life Insurance Company 
 Account #: 186709 

P & I Breakdown:
                     

Ref: Chugach Electric Association, Inc., 4.41% First Mortgage Bonds, 2012 Series A, 

Tranche B due March 15, 2042 PPN 171265 B*1 
 Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the Bond and the payment date. 

Notices 
 All notices and communications,
including notices with respect to payments and written confirmation of each such payment, to be addressed as first provided above. 
 Name of
Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 45-0220640 

  
 A-64









 Address for delivery of Bonds: 
 Bank of New York 
 One Wall Street, 3rd Floor 

New York, New York 10286 
 Re: Pioneer Mutual Life Insurance Company c/o American United Life Insurance Company, Account # 186709 
 Attention: Anthony Saviano/Window A 
 cc: Michele Morris/NYC Physical Desk on all
correspondence via regular mail 

  
 A-65










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 COUNTRY MUTUAL INSURANCE COMPANY

1705 N Towanda Avenue
 Bloomington, Illinois
61702
 Attention: Investments

Telephone: (309) 821-6260
 Fax: (309)
821-6301
 PrivatePlacements@countryfinancial.com
	  	$	3,000,000	  	  	$	0	  	  	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chugach Electric Association, Inc., 4.01% First Mortgage Bonds, 2012 Series A, Tranche A due
March 15, 2032, PPN 171265 A#8,” principal, premium or interest) to: 
 Northern Trust Chgo/Trust 

ABA Number 071000152 
 Wire Account Number 5186041000 
 For Further Credit to: 26-02698 

Account Name: Country Mutual Insurance Company 
 Representing P & I on (list security) [BANK] 
 Notices 

All notices and communications to be addressed as first provided above, except notices with respect to payments and written confirmation of each such
payment, to be addressed: 
 Country Mutual Insurance Company 

Attention: Investment Accounting 
 1705 N Towanda Avenue 
 Bloomington, Illinois 61702 

Telephone: (309) 821-6348 
 Fax: (309) 821-2800 
 Name of Nominee in which Bonds are to be issued: None 

Taxpayer I.D. Number: 37-0807507 

  
 A-66









 Address for delivery of Bonds: 
 The Northern Trust Company 
 Trade Securities Processing, C1N 

801 South Canal Street 
 Chicago, Illinois 60607 
 Attention: 26-02698/Country Life Insurance Company

 Include Acct # and Name in cover letter 

  
 A-67










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 FEDERATED RURAL ELECTRIC
INSURANCE EXCHANGE 
 11875 West 85th Street

Lenexa, Kansas 66214

Attention: Kelly Klug
	  	$	1,000,000	  	  	$	0	  	  	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chugach Electric Association, Inc., 4.01% First Mortgage Bonds, 2012 Series A, Tranche A due
March 15, 2032, PPN 171265 A#8, principal, premium or interest”) to: 
 US Bank Minnesota 

ABA #091000022 

Acct# 180121197263 
 BNF: Institutional Trust – St. Louis 
 OBI: 060009771802 

Any additional pertinent information (cusip #, bond name, P&I amts, etc.) 

Attention: Sophia Flynn 

Notices 
 All notices of payment on or in
respect of the Bonds and written confirmation of each such payment to be addressed to: 
 US Bank Institutional Trust and Custody

 8600 Shawnee Mission Parkway, Suite 105 
 Merriam, Kansas 66202 
 Attention: Sophia Flynn 

Federated Rural Electric Insurance Exchange 
 11875 West 85th Street 
 Lenexa, Kansas 66214 

Attention: Kelly Klug, VP Finance / CFO 
 and 

  
 A-68









 Prime Advisors, Inc. 

100 Northfield Drive, 4th Floor 
 Windsor, Connecticut 06095 
 Attention: Lewis Leon, SVP / Investment Accounting


  
 A-69









 All notices and communications other than those in respect to payments to be addressed to: 

Prime Advisors, Inc. 
 Redmond Ridge Corporate Center 
 22635 NE Marketplace Drive, Suite 160 

Redmond, Washington 98053 
 Attention: Scott Sell, Vice President 
 Name of Nominee in which Bonds are to be issued: None

 Taxpayer I.D. Number: 39-6058596 

Address for delivery of Bonds: 

US Bank Institutional Trust and Custody 
 8600 Shawnee Mission Parkway, Suite 105 
 Merriam, Kansas 66202 

Attention: Sophia Flynn 

  
 A-70










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 PROASSURANCE CASUALTY
COMPANY
 100 Brookwood Place, Suite 500

Birmingham, Alabama 35209

Attention: Larry Cochran
	  	$	1,000,000	  	  	$	0	  	  	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chugach Electric Association, Inc., 4.01% First Mortgage Bonds, 2012 Series A, Tranche A due
March 15, 2032, PPN 171265 A#8, principal, premium or interest”) to: 
 US Bank, N.A. 

ABA #091000022 

Acct# 173103781832 
 ITC South & East Depository Account 
 60 Livingston Avenue 

St. Paul, Minnesota 55107-2292 
 ffc(obi): 1192102911/PRA Casualty 
 Any additional pertinent information (cusip #,
bond name, P&I amts, etc.) 
 Attention: Ann Smith, ann.smith2@usbank.com 

Notices 
 All notices of payment on or in
respect of the Bonds and written confirmation of each such payment to be addressed to: 
 US Bank Institutional Trust and Custody

 EX-AL-WWPH 
 2204 Lakeshore Drive, Suite 302 
 Birmingham, Alabama 35209 

Attention: Ann D. Smith, AVP/Account Manager 
 Email: ann.smith2@usbank.com 
 ProAssurance Corporation 

100 Brookwood Place, Suite 500 
 Birmingham, Alabama 35209 
 Attention: Larry Cochran, Director of Corporate
Investments 
 and 

  
 A-71









 Prime Advisors, Inc. 

100 Northfield Drive, 4th Floor 
 Windsor, Connecticut 06095 
 Attention: Lewis Leon, SVP/Investment Accounting

 All notices and communications other than those in respect to payments to be addressed to: 

Prime Advisors, Inc. 
 Redmond Ridge Corporate Center 
 22635 NE Marketplace Drive, Suite 160 

Redmond, Washington 98053 
 Attention: Scott Sell, Vice President 
 Name of Nominee in which Bonds are to be issued: None

 Taxpayer I.D. Number: 38-2317569 

Address for delivery of Bonds: 

US Bank Institutional Trust and Custody 
 EX-AL-WWPH 
 2204 Lakeshore Drive, Suite 302 

Birmingham, Alabama 35209 
 Attention: Ann D. Smith, AVP/Account Manager 
 Email: ann.smith2@usbank.com


  
 A-72










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 PROASSURANCE INDEMNITY COMPANY, INC.

100 Brookwood Place, Suite 500
 Birmingham,
Alabama 35209
 Attention: Larry Cochran
	  	$	1,000,000	  	  	$	0	  	  	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chugach Electric Association, Inc., 4.01% First Mortgage Bonds, 2012 Series A, Tranche A due
March 15, 2032, PPN 171265 A#8, principal, premium or interest”) to: 
 US Bank, N.A. 

ABA #091000022 

Acct# 173103781832 
 ITC South & East Depository Account 
 60 Livingston Avenue 

St. Paul, Minnesota 55107-2292 
 ffc(obi): 1192102653/PRA Indemnity 
 Any additional pertinent information (cusip #,
bond name, P&I amts, etc.) 
 Attention: Ann Smith, ann.smith2@usbank.com 

Notices 
 All notices of payment on or in
respect of the Bonds and written confirmation of each such payment to be addressed to: 
 US Bank Institutional Trust and Custody

 EX-AL-WWPH 
 2204 Lakeshore Drive, Suite 302 
 Birmingham, Alabama 35209 

Attention: Ann D. Smith, AVP/Account Manager 
 Email: ann.smith2@usbank.com 
 ProAssurance Corporation 

100 Brookwood Place, Suite 500 
 Birmingham, Alabama 35209 
 Attention: Larry Cochran, Director of Corporate
Investments 
 and 

  
 A-73









 Prime Advisors, Inc. 

100 Northfield Drive, 4th Floor 
 Windsor, Connecticut 06095 
 Attention: Lewis Leon, SVP/Investment Accounting

 All notices and communications other than those in respect to payments to be addressed to: 

Prime Advisors, Inc. 
 Redmond Ridge Corporate Center 
 22635 NE Marketplace Drive, Suite 160 

Redmond, Washington 98053 
 Attention: Scott Sell, Vice President 
 Name of Nominee in which Bonds are to be issued: None

 Taxpayer I.D. Number: 63-0720042 

Address for delivery of Bonds: 

US Bank Institutional Trust and Custody 
 EX-AL-WWPH 
 2204 Lakeshore Drive, Suite 302 

Birmingham, Alabama 35209 
 Attention: Ann D. Smith, AVP/Account Manager 
 Email: ann.smith2@usbank.com


  
 A-74










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 FARM BUREAU LIFE INSURANCE
COMPANY
 c/o FBL Financial Group, Inc.

Attention: Securities Department-Private Placements

5400 University Avenue

West Des Moines, IA 50266

Email: privateplacements@FBLFinancial.com
	  	$	0	  	  	$	0	  	  	$	2,000,000	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Chugach Electric Association 4.78% First Mortgage Bonds, 2012 Series A, Tranche C due
March 15, 2042, PPN 171265 B@9, principal premium or interest”) to: 
 JP Morgan Chase Bank 

ABA No.: 021-000-021 
 A/C #9009002859 
 Account No. G10557 

Contact: privateplacements@fblfinancial.com 
 Reference: PPN, Name of Issuer & Description; Principal and Interest Payment 
 Notices

 All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed as
first provided above 
 All other notices and communications to be addressed as first provided above. 

Address for delivery of Bonds: 

JPMorgan Chase Bank, N.A. 
 4 Chase Metrotech Center, 3rd Floor 
 Brooklyn, New York 11245-0001 

Attention: Physical Receive Department 
 Reference: G10557/Farm Bureau Life Insurance Co 
 Name of Nominee in which Bonds are to be issued:
Cudd & Co. 
 Taxpayer I.D. Number for Cudd & Co.: 13-6022143 
 Taxpayer I.D. Number for Farm Bureau Life Insurance Company: 42-0623913 

  
 A-75










													
	NAME AND ADDRESS OF PURCHASER	  	
PRINCIPAL AMOUNT AND SERIES OF 
BONDS
 TO BE PURCHASED
	 
	 	  	Tranche A	 	  	Tranche B	 	  	Tranche C	 
	 PHL VARIABLE INSURANCE COMPANY

c/o Goodwin Capital Advisers

One American Row
 Hartford, CT 06102
 Attention: Private Placement
Department
	  	$	2,000,000	  	  	$	0	  	  	$	0	  

 Payments 
 All
payments on or in respect of the Bonds to be by bank wire transfer of Federal or other immediately available funds to: 
 JP
Morgan Chase, N.A. 
 New York, New York 
 ABA #021 000 021 
 Account Name: Income Processing 

Account Number: 900 9000 200 
 Reference: Phoenix Variable, G11923 
 OBI= Chugach Electric Association, Inc.,
RATE=4.01%, DUE=March 15, 2032, 
 PPN 171265 A#8 

(include Company name, principal and interest breakdown and premium, if any) 
 Notices 
 All notices and communications, including notices with respect to payments and written
confirmation of each such payment, to be addressed as first provided above. All legal notices should be addressed: 
 Phoenix
Life Insurance Company 
 One American Row 
 Hartford, Connecticut 06102 
 Attention: Brad Buck 

Name of Nominee in which Bonds are to be issued: None 
 Taxpayer I.D. Number: 06-1045829 

  
 A-76









 Address for delivery of Bonds: 
 Goodwin Capital Advisers 
 One American Row 

Hartford, Connecticut 06102 
 Attn: Brad Buck 

  
 A-77









 SCHEDULE B 

DEFINED TERMS 
 As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term: 

“2012 Series A Bonds” is defined in Section 1. 

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or
indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “Control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate”
is a reference to an Affiliate of the Company. 
 “Anti-Money Laundering Laws” is defined in
Section 5.16(c). 
 “Blocked Person” is defined in Section 5.16(a). 

“Business Day” means for the purposes of any provision of this Agreement, any day other than a Saturday, a Sunday or a
day on which commercial banks in New York, New York are required or authorized to be closed. 
 “Capital
Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP. 

“CISADA” means the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, United States Public Law
111195, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect. 

“Closing” is defined in Section 3. 
 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time. 

“Collateral Filings” is defined in Section 4.11. 

“Company” means Chugach Electric Association, Inc., an electric cooperative existing under the laws of the State of
Alaska, or any successor that becomes such in the manner prescribed in Article 12 of the Indenture. 

“Confidential Information” is defined in Section 18. 

  

SCHEDULE B 
 (to Bond Purchase Agreement) 








 “Default” means an event or condition the occurrence or existence of which
would, with the lapse of time or the giving of notice or both, become an Event of Default. 
 “Electronic
Delivery” is defined in Section 7.1(a). 
 “Environmental Laws” means any and all Federal, state,
local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or
the release of any materials into the environment, including but not limited to those related to Hazardous Materials. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect. 
 “ERISA Affiliate” means any trade or
business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code. 
 “Event of Default” is defined in the Indenture. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Financing Agreements” means this Agreement, the Indenture (including, without limitation, the First Supplemental
Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture) and the 2012 Series A Bonds. 

“First Supplemental Indenture” is defined in Section 1. 

“Form 10-K” is defined in Section 7.1(b). 

“Form 10-Q” is defined in Section 7.1(a). 

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

 “Governmental Authority” means 

(a) the government of 
 (i) the United States of America or any State or other political subdivision thereof, or 
 (ii) any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or


  
 B-2









 (b) any entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government. 
 “Guaranty” means, with respect to any
Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other
Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person: 

(a) to purchase such indebtedness or obligation or any property constituting security therefor; 

(b) to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to
maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation; 

(c) to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such
indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or 
 (d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof. 
 In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct
obligations of such obligor. 
 “Hazardous Material” means any and all pollutants, toxic or hazardous wastes or
other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release,
discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum
products, lead based paint, radon gas or similar restricted, prohibited or penalized substances. 
 “holder”
means, with respect to any 2012 Series A Bond, the Person in whose name such 2012 Series A Bond is registered in the register maintained by the Trustee. 
 “Indebtedness” with respect to any Person means, at any time, without duplication, 
 (a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock; 

  
 B-3









 (b) its liabilities for the deferred purchase price of property acquired by
such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property); 

(c) (i) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and
(ii) all liabilities which would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases; 

(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or
not it has assumed or otherwise become liable for such liabilities); 
 (e) all its liabilities in respect of
letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money); 

(f) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through
(e) above. 
 “Indenture” is defined in Section 1. 

“Institutional Investor” means (a) any Purchaser of a 2012 Series A Bond, (b) any holder of a 2012 Series A
Bond holding (together with one or more of its affiliates) more than 5% of the aggregate principal amount of the 2012 Series A Bonds then outstanding, (c) any bank, trust company, savings and loan association or other financial
institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any 2012 Series A
Bond. 
 “Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or
other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of
such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements). 

“Make-Whole Amount” is defined in the Third Supplemental Indenture. 

“Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of
the Company and its Subsidiaries taken as a whole. 
 “Material Adverse Effect” means: 

(a) when used in Sections 4, 5 and 7, a material adverse effect on (i) the business, operations, affairs,
financial condition, assets or properties of the Company, 

  
 B-4









 
(ii) the ability of the Company to perform its obligations under this Agreement, the 2012 Series A Bonds or the Indenture or (iii) the validity or enforceability of this Agreement,
the 2012 Series A Bonds or the Indenture; and 
 (b) when used in Section 8, a material adverse effect
on (i) the ability of the Company to perform its obligations under this Agreement, the 2012 Series A Bonds or the Indenture or (ii) the validity or enforceability of this Agreement, the 2012 Series A Bonds or the Indenture.

 “Member” means each holder of a membership or other equity interest in the Company. 

“Memorandum” is defined in Section 5.3. 
 “Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA). 

“NAIC” means the National Association of Insurance Commissioners or any successor thereto. 

“OFAC” is defined in Section 5.16(a). 
 “OFAC Listed Person” is defined in Section 5.16(a). 

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing.
A list of OFAC Sanctions Programs may be found at http://www.ustreas.gov/offices/enforcement/ofac/programs/. 

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company
whose responsibilities extend to the subject matter of such certificate. 
 “PBGC” means the Pension Benefit
Guaranty Corporation referred to and defined in ERISA or any successor thereto. 
 “Person” means an
individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority. 
 “Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been
established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any
liability. 
 “Preferred Stock” means any class of capital stock of a Person that is preferred over any other
class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person. 

  
 B-5









 “property” or “properties” means, unless otherwise
specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate. 

“PTE” is defined in Section 6.2(a). 
 “Purchaser” is defined in the first paragraph of this Agreement. 

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning
of such term as set forth in Rule 144A(a)(1) under the Securities Act. 
 “Related Fund” means, with
respect to any holder of any 2012 Series A Bond , any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder
or such investment advisor. 
 “Required Holders” means, at any time, the holders of more than 50% in principal
amount of the 2012 Series A Bonds at the time outstanding (exclusive of 2012 Series A Bonds then owned by the Company or any of its Affiliates). 
 “Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

 “SEC” shall mean the Securities and Exchange Commission of the United States, or any successor thereto.

 “Second Supplemental Indenture” is defined in Section 1. 

“Securities” or “Security” shall have the meaning specified in Section 2(1) of the Securities Act.

 “Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and
regulations promulgated thereunder from time to time in effect. 
 “Senior Financial Officer” means the chief
financial officer, principal accounting officer, treasurer or comptroller of the Company. 
 “State Listed
Person” shall have the meaning specified in Section 5.16(a). 
 “Subsidiary” means, as to any
Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence
of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person
or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company. 

  
 B-6









 “SVO” means the Securities Valuation Office of the NAIC or any successor to
such Office. 
 “Synthetic Lease” means, at any time, any lease (including leases that may be terminated by the
lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for United States federal income tax purposes,
other than any such lease under which such Person is the lessor. 
 “Third Supplemental Indenture” is defined
in Section 1. 
 “Trustee” means U.S. Bank National Association, as trustee under the Indenture, and
its successors and assigns that becomes such in the manner prescribed in Article X of the Indenture. 
 “UCC”
means, the Uniform Commercial Code as enacted and in effect from time to time in the state whose laws are treated as applying to the Trust Estate. 
 “USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT)
Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect. 

  
 B-7









 SCHEDULE 4.11 

COLLATERAL FILINGS 
 Recording of Second Supplemental Indenture dated September 30, 2011, between U.S. Bank National Association, as trustee (the “Trustee”), and Chugach Electric Association, Inc., in the real
property records of each of the following Recording Districts of the State of Alaska: Anchorage, Palmer, Seward and Kenai. 
 Recording of Third
Supplemental Indenture dated January 5, 2012, between U.S. Bank National Association, as trustee (the “Trustee”), and Chugach Electric Association, Inc., in the real property records of each of the following Recording Districts of the
State of Alaska: Anchorage, Palmer, Seward and Kenai. 

  

SCHEDULE 4.11 
 (to the Bond Purchase Agreement) 








 SCHEDULE 5.3 

DISCLOSURE DOCUMENTS 

 

	•	 	 Annual Report on Form 10-K for the fiscal year ended December 31, 2010 



 

	•	 	 Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 



 

	•	 	 Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 



  

SCHEDULE 5.3 
 (to Bond Purchase Agreement) 








 SCHEDULE 5.5 

FINANCIAL STATEMENTS 
 Financial statements accompanying Form 10-K of the Company filed with the SEC for fiscal year ending December 31, 2010. 
 Financial statements accompanying Form 10-Q of the Company filed with the SEC for the fiscal quarter ended June 30, 2011. 
 Financial statements accompanying Form 10-Q of the Company filed with the SEC for the fiscal quarter ended September 30, 2011. 

  

SCHEDULE 5.5 
 (to Bond Purchase Agreement) 








 SCHEDULE 5.7 

GOVERNMENT AUTHORIZATIONS 
 None. 

  

SCHEDULE 5.7 
 (to Bond Purchase Agreement) 








 SCHEDULE 5.15(a) 

EXISTING INDEBTEDNESS 
 The following sets forth a complete and correct list of all outstanding indebtedness of Chugach Electric Association, Inc. as of September 30, 2011. 

 

									
	 	  	Balance	 	  	Limit	 
			
	 2002 Series A Bonds
	  	$	120,000,000	  	  	$	120,000,000	  
			
	 2011 CoBank Note
	  	$	34,736,006	  	  			
			
	 2011 Series A Bonds
	  	$	275,000,000	  	  	$	275,000,000	  
			
	 Commercial Paper
	  	$	161,000,000	  	  	$	300,000,000	  
			
	 National Rural Utilities Cooperative Finance Corporation (NRUCFC) Line of Credit Agreement
	  	$	0	  	  	$	50,000,000	  


  

SCHEDULE 5.15(a) 
 (to Bond Purchase Agreement) 








 SCHEDULE 5.15(b) 

RESTRICTIONS ON INDEBTEDNESS 

 

	1.	Second Amended and Restated Indenture of Trust dated as of January 20, 2011, by and between Chugach Electric Association, Inc. and U.S. Bank National Association,
as Trustee, as amended and supplemented by First Supplemental Indenture dated January 20, 2011, Second Supplemental Indenture of Trust dated September 30, 2011, and Third Supplemental Indenture dated January 5, 2012.


  

	2.	Credit Agreement by and among Chugach Electric Association, Inc., National Rural Utilities Cooperative Finance Corporation, KeyBank National Association, Bank of
America, N.A., JPMorgan Chase Bank, N.A., Bank of Montreal, Goldman Sachs Bank USA, Bank of Taiwan, Los Angeles Branch, CoBank, ACB, and Chang Hua Commercial Bank, Ltd., Los Angeles Branch, dated as of November 17, 2010.


  

	3.	Amended and Restated Master Loan Agreement (MLA No. 000976A) between Chugach Electric Association, Inc. and CoBank, ACB dated as of January 19, 2011.


  

	4.	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), as amended by Amendment to Revolving Line of Credit Agreement between Chugach Electric Association, Inc. and the National Rural Utilities Cooperative Finance Corporation effective December 22, 2008.



  

SCHEDULE 5.15(b) 
 (to Bond Purchase Agreement) 








 SCHEDULE 5.18(d) 

EXCLUDABLE PROPERTY 
 All right, title and interest of the Company in and to each of the following: 
  

	1.	Grant Agreement dated November 14, 2011, between the Company and the Alaska Energy Authority (as amended, modified, restated or supplemented from time to time);


  

	2.	Power Purchase Agreement dated as of June 21, 2011, between the Company and Fire Island Wind, LLC, a Delaware limited liability company
(“FIW”) (as amended, modified, restated or supplemented from time to time), and Consent and Agreement dated November 30, 2011, among the Company, FIW and CoBank, ACB, as administrative agent, relating thereto;


  

	3.	Interconnection & Integration Agreement (I&I Agreement) dated as of September 13, 2011, between the Company and FIW (as amended, modified, restated or
supplemented from time to time), and Consent and Agreement dated November 30, 2011, among the Company, FIW and CoBank, ACB, as administrative agent, relating thereto; 


 

	4.	Build Transfer Agreement (“BTA”) dated as of November 16, 2011 among the Company, FIW and Cook Inlet Transmission LLC, a Delaware limited
liability company (“CIT”), relating to the design and construction of a new transmission line (the “New Transmission Line”), and Consent and Agreement dated November 30, 2011, among the Company,
CIT and CoBank, ACB, as administrative agent, relating thereto; 

  

	5.	Agency Agreement, dated as of November 15, 2011, between the Company and CIT (as amended, modified, restated or supplemented from time to time), and Consent and
Agreement dated November 30, 2011, among the Company, CIT and CoBank, ACB, as administrative agent, relating thereto; 

  

	6.	State of Alaska Department of Transportation and Public Facilities Ted Stevens Anchorage International Airport Land Use Permit ADA-31773, dated November 18, 2011;


  

	7.	Cable Crossing Agreement between the Company, ACS Cable Systems, Inc., a Delaware corporation, and CIT, dated October 27, 2011; 


 

	8.	New State of Alaska, Department of Transportation and Public Facilities, Ted Stevens Anchorage International Airport / Fire Island Transmission System (AIA-FI
Transmission System) including that certain 34.5 kV transmission system for interconnecting the Fire Island Wind Project with the Company’s Transmission System, which shall include the Mainland Transmission Line Section, the Fire Island
Transmission Line Section, and the Submarine Transmission Line Section, running from the load side of the switchgear included in the Company’s Interconnection Facilities at the Point of Change of Ownership to the International Substation;


  

	9.	 The BTA facilities including (i) the Company’s Interconnection Facilities; (ii) the System Upgrades, which include the AIA-FI
Transmission System and the Company’s International Substation Upgrades; (iii) the Company’s Metering Equipment; (iv) System 



  

Exhibit 5.18(d) 
 (to Bond Purchase Agreement) 









	 	
Protection Facilities on the high-side of the Point of Change of Ownership; and (v) the Communications Equipment, unless title to such Communications Equipment is expressly to remain with
FIW or CIT pursuant to the I&I Agreement. The BTA facilities are generally depicted in Appendix A-3 to the BTA; and 

  

	10.	All energy or other output of any of the foregoing property, and all property, rights, privileges and franchises of the Company of every kind and description, real,
personal or mixed, tangible or intangible, whether now owned or hereafter acquired by the Company, wherever located, including goods (including equipment, materials and supplies), accounts and general intangibles, relating solely to the foregoing
property or the energy or other output of such property. 


  
 5.18(d)-2









 EXHIBIT A 

THIRD SUPPLEMENTAL INDENTURE 

[See attached] 

  

EXHIBIT A 
 (to Bond Purchase Agreement) 








 See the Third Supplemental Indenture to the Second Amended and Restated Indenture of Trust, dated as of
January 5, 2012 filed as Exhibit 4.24 to this 2011 Form 10-K Annual Report. 

  
 A-1

 Exhibit A 
 (to the Bond Purchase Agreement) 








 EXHIBIT 4.4(a)(i) 

FORM OF OPINION OF SPECIAL COUNSEL

 TO THE COMPANY 

[See attached] 

  

EXHIBIT 4.4(a)(ii) 
 (to Bond Purchase Agreement) 









					
	



	 		  	 Suite 2200
 1201 Third
Avenue
 Seattle, WA 98101-3045
  

(206) 622-3150 tel
 (206) 757-7700
fax


 January 11, 2012 
 Via Federal Express 
 Each of the Purchasers Listed in Exhibit A to the Bond
Purchase Agreement 
 c/o Chapman & Cutler LLP 
 111 West Monroe 
 Chicago, IL 60603 
 Attention: James R. Nelson 
  

	Re:	Bond Purchase Agreement dated January 11, 2012, among Chugach Electric Association, Inc. and the Purchasers Listed in Exhibit A Thereto (the
“Purchasers”) Relating to Issuance of $250,000,000 of First Mortgage Bonds, 2012 Series A (“Bond Purchase Agreement”) 

 Ladies and Gentlemen: 
 We have acted as special counsel to Chugach Electric Association, an
Alaska electric cooperative (the “Company”), in connection with the transactions contemplated by the above-referenced Bond Purchase Agreement. This opinion letter is provided to you at the request of the Company pursuant to
Section 4.4 of the Bond Purchase Agreement. Capitalized terms used and not otherwise defined in this opinion letter have the meanings defined in the Bond Purchase Agreement. References in this opinion letter to the “Alaska UCC” are to
the Uniform Commercial Code currently in effect in the State of Alaska. 
 The law covered by the opinions expressed herein is limited to:
(i) the laws of the State of Alaska with respect to the opinions expressed in paragraphs C-1 through C-3, C-4 and C-5 (insofar as they relate to the Indenture), C-6, C-7, C-8 and C-12 through C-14; (ii) the laws of the State of New York
with respect to the opinions expressed in paragraphs C-4 and C-5 (insofar as they relate to the Bond Purchase Agreement and the 2012 Series A Bonds), C-7 and C-8; and (iii) the federal laws of the United States of America with respect to the
opinions expressed in paragraphs C-9 through C-11 and C-15. 
 This opinion letter is to be interpreted in accordance with the Guidelines for
the Preparation of Closing Opinions (including the appended Legal Opinion Principles) issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section as published in 57 Business Lawyer 875 (February 2002) and
the Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions as published in 63 Business Lawyer 1277 (August 2008). 

 

							
	Anchorage	 	  New York	 	  Seattle	  	
	Bellevue	 	  Portland	 	  Shanghai	  	
	Los Angeles        	 	  San Francisco        	 	  Washington, D.C.	  	www.dwt.com









 Purchasers of Chugach Electric Association, Inc. First Mortgage Bonds, 2012 Series A 

January 11, 2012 
 Page 2 

 


	A.	Financing Agreements and Matters Examined 


In connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents,
records, certificates and statements of government officials, officers and other representatives of the persons referred to therein, and such other documents as we have deemed relevant or necessary as the basis for the opinions herein expressed,
including the following: 
 A-1 Bond Purchase Agreement; 

A-2 Second Amended and Restated Indenture of Trust dated as of January 20, 2011, between the Company and U.S. Bank National
Association, as Trustee (the “Trustee”), as amended by First Supplemental Indenture dated as of January 20, 2011, and Second Supplemental Indenture of Trust dated as of September 30, 2011 (as so amended, the “2011
Indenture”), relating to the real property described in Exhibit A attached thereto (the “Mortgaged Property”). 
 A-3 File-stamped copies of the Third Supplemental Indenture of Trust dated January 5, 2012 (the “Third Supplemental Indenture” and, together with the 2011 Indenture, the
“Indenture”), as recorded in the real property recording offices in each of the Anchorage, Palmer, Kenai, and Seward Recording Districts on January 10, 2012 (or oral confirmation of such recordings, including recording numbers, from
First American Title Insurance Company); 
 A-4 First Mortgage Bonds, 2012 Series A, in the aggregate amount of
$250,000,000, consisting of an aggregate principal amount of $75,000,000 of 2012 Series A, Tranche A Bonds due March 15, 2032 (the “Tranche A Bonds”), an aggregate principal amount of $125,000,000 of 2012 Series A,
Tranche B Bonds due March 15, 2042 (the “Tranche B Bonds”) and an aggregate principal amount of $50,000,000 of 2012 Series A, Tranche C Bonds due March 15, 2042 (the “Tranche C Bonds”), in each case
signed by the Company but not yet authenticated by the Trustee (collectively, the “2012 Series A Bonds”); 
 A-5
File-stamped copy of Uniform Commercial Code financing statement naming the Company as debtor and as a transmitting utility, and the Trustee as secured party, as filed in the UCC Section of the Department of Natural Resources of the State of Alaska
(the “Filing Office”) on January 20, 2011, as amended by UCC Financing Statement Amendment on Form UCC-3 filed in the Filing Office on December 6, 2011 (as so amended, the “Financing Statement”); 

A-6 Articles of incorporation and bylaws of the Company, certified to us by an officer of the Company as being complete and in full force
and effect as of the date of this opinion. 
 A-7 Resolutions of the Board of Directors of the Company certified to us by an
officer of the Company as constituting all records of proceedings and actions of the Company relating to the transactions contemplated by the Financing Agreements (as defined below). 








 Purchasers of Chugach Electric Association, Inc. First Mortgage Bonds, 2012 Series A 

January 11, 2012 
 Page 3 

 

 A-8 A Certificate of Compliance with respect to the Company issued by the Alaska
Department of Commerce and Economic Development, dated January 4, 2012. 
 A-9 Certificate of an officer of the Company as
to certain factual matters on which we have relied in giving this opinion, including that the times-interest-earned ratio most recently approved by the Regulatory Commission of Alaska for the Company is not less than 1.10. 

The Bond Purchase Agreement, the Third Supplemental Indenture and the 2012 Series A Bonds are herein collectively referred to as the “Financing
Agreements.” 
  

	B.	Assumptions 

 For purposes of this opinion
letter, we have relied on customary assumptions as well as certain assumptions specific to Alaska or New York law, including the following assumptions: 
 B-1 The descriptions of the collateral in the Indenture and the Financing Statement (and any schedules and exhibits thereto) are accurate and sufficiently describe the property intended to be covered
thereby. 
 B-2 Value has been given to the Company under the Financing Agreements. 

B-3 Each of the 2012 Series A Bonds has been duly authenticated by the Trustee in accordance with the terms of the Indenture. 

B-4 None of the transactions contemplated by the Financing Agreements is a consumer transaction and none of the collateral is a
commercial tort claim, as such terms are defined in Section 9A-102 of the Alaska UCC. 
 Our opinion expressed in Paragraph C-1 as to the
status of the Company under the laws of the State of Alaska is based solely upon the Certificate of Compliance enumerated above. We have made no additional investigation after the date of that certificate in rendering our opinion expressed in
Paragraph C-1 below. 
 Whenever a statement herein is qualified by the phrase “to our knowledge,” or by any other similar phrase, or
where it is noted that nothing has been brought to our attention, it means that the opinion stated is based solely on the conscious awareness of information by one or more of the following persons as to the matters being opined on: (i) the
attorney who signs this opinion letter and (ii) the attorneys at our firm who have been actively involved in negotiating the transaction, preparing the Financing Agreements, or preparing this opinion letter. We have not undertaken any
investigation to determine the accuracy of the matters covered by any such statement and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation. No inference as to our
knowledge of any matters bearing on the accuracy of the facts underlying any such statement should be drawn from the fact of our representation of the Company. 








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	C.	Opinions 

 Based on the foregoing
examinations and assumptions and subject to the qualifications and exclusions stated below, we are of the opinion that: 
 C-1
The Company is an electric cooperative validly existing under Alaska law. 
 C-2 The Company has corporate power and authority
to enter into, and to perform its obligations under, each of the Financing Agreements, and to own its properties and to carry on its business as, to our knowledge, it is now conducted. 

C-3 The Company has authorized, by all necessary corporate action on the part of the Company, the execution and delivery of each of the
Financing Agreements. 
 C-4 The Company has duly executed and delivered each of the Financing Agreements. 

C-5 Each of the Financing Agreements constitutes the valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms. 
 C-6 The execution and delivery by the Company of, and the performance by the Company of the
transactions contemplated by, each of the Financing Agreements do not violate the Company’s Articles of Incorporation or Bylaws. 
 C-7 The execution and delivery by the Company of, and the performance of the transactions contemplated by, each of the Financing Agreements (including the issue and sale of the 2012 Series A Bonds)
are not prohibited by, nor do they violate any applicable statutes or regulations of any governmental agency or body having jurisdiction over the Company or any of its properties, or any order of any agency or body having jurisdiction over the
Company of which we have knowledge. 
 C-8 No consent, approval, authorization, order, license, filing, registration or
qualification of or with any governmental agency or body having jurisdiction over the Company or any of its properties is required for execution and delivery of the Financing Agreements and consummation by the Company of the transactions
contemplated by the Bond Purchase Agreement, including the issue and sale of the 2012 Series A Bonds pursuant to the Indenture. 
 C-9 Assuming the accuracy of the representations contained in Sections 5.13 and 6.1 of the Bond Purchase Agreement, no registration of the 2012 Series A Bonds under the Securities Act is
required for the offer and sale of the 2012 Series A Bonds in the manner contemplated by the Bond Purchase Agreement. 

C-10 The Company is not an “investment company”, or a company “controlled” by an “investment company”,
under the Investment Company Act of 1940, as amended. 








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 C-11 Neither the execution, delivery and performance of the Bond Purchase Agreement, nor
the issue and sale of the 2012 Series A Bonds, violates Regulations T, U or X of the Federal Reserve Board. 
 C-12 The
Indenture creates in the Trustee’s favor, as security for all obligations of the Company stated in the Indenture to be so secured, a valid lien on the Mortgaged Property, and a security interest in fixtures included therein, to the extent that
the Company has rights in the Mortgaged Property. 
 C-13 The Indenture creates in the Lender’s favor, as security for all
obligations of the Company under the Financing Agreements that are stated in the Security Agreement to be so secured, a security interest in the collateral described therein (except that described only by reference to “all the Company’s
assets” or “all the Company’s personal property” or words of similar import) to the extent that (i) the Company has rights in or the power to transfer such collateral and (ii) creation of a security interest in such
collateral is governed by Article 9 of the Alaska UCC (the “Article 9 Collateral”). 
 C-14 The Trustee has
acquired, for the benefit of the Purchasers, a perfected security interest in that portion of the Article 9 Collateral in which a security interest can be perfected by filing a financing statement under the Alaska UCC. 

C-15 No qualification of the Indenture under the Trust Indenture Act of 1939, as amended, is required in connection with the offer and
sale of the 2012 Series A Bonds by the Company to the Purchasers in the manner contemplated by the Bond Purchase Agreement. 
  

	D.	Qualifications 

 The opinions set forth
herein are subject to customary qualifications as well as qualifications specific to Alaska or New York law, some of which are noted below: 
 D-1 With respect to our opinion in paragraph C-5 above, the effect of bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer and other similar laws affecting the rights and
remedies of creditors generally, and the effect of general principles of equity, whether applied by a court of law or equity. 

D-2 With respect to our opinion in paragraph C-5 above, without limiting the other qualifications set forth in this opinion letter,
certain provisions contained in the Financing Agreements may not be enforceable, but such unenforceability will not render any of the Financing Agreements invalid as a whole or preclude: 

 

	 	(i)	Judicial enforcement of the Company’s obligation to repay the principal amount of advances made under the Financing Agreements, together with interest thereon (to
the extent not deemed a penalty), as provided in the Financing Agreements; 









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	 	(ii)	Upon written notice to the Company, acceleration of the Company’s obligation to repay such principal, together with such interest, upon default in the payment of
such principal or interest or upon a continuing material default by the Company in the performance of any other enforceable obligation under the Financing Agreements (to the extent the Financing Agreements provide for such acceleration); or


  

	 	(iii)	Foreclosure in accordance with applicable laws of the State of Alaska of any lien or security interest created by the Financing Agreements, either upon maturity or upon
acceleration under circumstances described in clause (ii) above. 

 D-3 With respect to our opinion in
paragraph C-5 above, the following Alaska statutes and court decisions may operate to limit further the enforceability of certain provisions of the Indenture and other Financing Agreements: 

 

	 	(i)	Alaska Statute 9.45.200, which prohibits simultaneous actions for recovery of a debt secured by a mortgage or deed of trust, and an action foreclosing on such mortgage
or deed of trust, and prohibits a subsequent action for foreclosure of a lien unless judgment was given on the debt in the earlier action and execution on that judgment is returned unsatisfied in whole or in part. 


 

	 	(ii)	Alaska Statute 34.20.100, which prohibits any action or proceeding for a deficiency on an obligation secured by a deed of trust after a foreclosure pursuant to Alaska
Statute 34.20.070-34.20.130, Alaska’s non-judicial foreclosure statute. This statute “limits the creditor’s rights to pursue further legal action or process against his debtor for any deficiency in the obligation following a
non-judicial foreclosure of the property. The limitation does not bar the retention of additional security specifically pledged on the obligation.” Hull v. Alaska Federal Savings & Loan Assoc., 658 P.2d 122, 125 (Alaska 1983).


  

	 	(iii)	Alaska Statute 34.20.070, which allows cure of a default during the pendency of a non-judicial foreclosure, causing the non-judicial sale to be discontinued upon such
cure, even though the obligations had been declared accelerated. The statute, however, provides that after two such cures of the same deed of trust, the trustee may elect to refuse payment and continue the sale. 


 

	 	(iv)	Alaska Statute 34.20.160, which provides that if a lender wishes to retain the option to sue on a note secured by a mortgage or deed of trust and obtain a personal
judgment against the mortgagor or trustor and any other party bound by the note, without first foreclosing the mortgage or deed of trust, the note must affirmatively so advise the mortgagor or trustor and any other party bound by the note. The
statute provides that the following language in a note is sufficient: 

 The mortgagor or trustor (borrower) is
personally obligated and fully liable for the amount due under the note. The mortgagee or beneficiary (lender) has the right to sue on the note and obtain a personal judgment against the mortgagor or trustor for satisfaction of the amount due under
the note either before or after a judicial foreclosure of the mortgage or deed of trust under AS 09.45.170 - 09.45.220. 








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	 	(v)	The doctrine of res judicata and the “rule prohibiting splitting a cause of action,” as adopted by the courts of the State of Alaska, including as set forth
in Tolstrup v. Miller, 726 P.2d 1304, 1306-07 (Alaska 1986) which holds that a second suit is barred “when the matter therein could have been decided in the first suit,” including claims that could have been brought, but were not,
and Osbourne v. Buckman, 993 P.2d 409, 412 (Alaska 1999), which holds that all claims arising out of a single transaction must be brought in a single suit, and those that are not become extinguished by the judgment in the suit in which some
of the claims were brought. 

  

	 	(vi)	The ability of parties to a deed of trust or assignment of leases, by reciting that the assignment of rents is immediately perfected and choate, to modify the general
principle of law, especially as to the rights of third parties, adopted by the Alaska Supreme Court in Bevins v. Peoples Bank and Trust Co., 671 P.2d 875, 879 (Alaska 1983) that “a rent clause in a deed of trust, which allows the
beneficiary to collect rents upon default to satisfy the secured debt, does not automatically assign the rents accruing after the date of default to the beneficiary. The beneficiary must take some action to acquire possession of the property or
rents before the rent clause becomes operative.” Nevertheless, it is common for deeds of trust and assignments of leases in Alaska to recite that the assignment of rents is immediately effective, with the idea of staking out a position
favorable to the beneficiary which might or might not hold up if challenged. 

  

	 	(vii)	 The enforceability of any judgment rendered by the foreign jurisdiction pursuant to a forum selection clause directing the parties to litigate issues
concerning real property located in the State of Alaska in another forum in light of the decision adopted by the Alaska Supreme Court in Abadou v. Trad, 624 P.2d 287 (Alaska 1981) where the Alaska Supreme Court had occasion to consider the
effect of a forum selection clause designating Lebanon as the forum for resolution of all claims arising out of a contract respecting joint ownership of lands located in Alaska. The Alaska Supreme Court first determined there was no statute
containing “language of exclusivity” specifically prohibiting the resolution of such actions in another forum. Id. at 290. Therefore, absent evidence of some other factor rendering such a result inequitable (such as inequality of
bargaining power), the forum selection clause prevailed over the venue statute. Id. at 290-91. The court also rejected the argument that the clause ousted Alaska courts of rightful jurisdiction, and found that the clause was not per se void.
Id. at 290. The court noted, however, that the Lebanese court would not have jurisdiction to 










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order a partition or judicial sale as requested in the plaintiff’s complaint, noting that “[t]he only state which can, by operation of law and apart from the act of the parties,
transfer title in land out of one person and into another is the state where the land lies.” Id. at 291 n.6 (quoting R. Leflar, American Conflicts of Law § 173 (3d ed. 1977)). However, the Lebanese court could, by virtue of its in
personam jurisdiction over the parties, order the parties to execute deeds to the property as among themselves, or order other relief appropriate under the contract. Id. The court noted that the fact that the case must be brought in a
Lebanese court in the first instance did not necessarily mean that the Lebanese judgment would be effective in Alaska, and that “only if [the plaintiff] cannot obtain relief in that forum should he be able to re-file his action in an Alaskan
court.” Id. at 292-93. 

 D-4 The courts of the States of Alaska and New York may consider extrinsic
evidence surrounding the making of the Financing Agreements to ascertain the intent of the parties in using the language employed therein and may incorporate additional or supplementary terms into the Financing Agreements in order to effectuate the
intent of the parties. 
  

	E.	Exclusions 

 The opinions set forth herein
are subject to customary exclusions, including the following matters as to which we express no opinion: 
 E-1 The effect of, or
compliance with, any federal or state securities laws, except to the extent specifically provided in paragraphs C-9, C-10 and C-15, or whether any consents, approvals, authorizations, licenses, filings, registrations or qualifications may be
required under state securities or Blue Sky laws in connection with the execution and delivery of the Financing Agreements and consummation by the Company of the transactions contemplated by the Bond Purchase Agreement, including the issue and sale
of the 2012 Series A Bonds pursuant to the Indenture. 
 E-2 The effect of, or compliance with, any land use, zoning,
environmental, health and safety, building code or human disabilities laws, rules or regulations. 
 E-3 The perfection of a
security interest in as-extracted collateral, timber to be cut or collateral represented by a certificate of title. 
 E-4 The
priority of any mortgage lien or security interest. 
 This opinion letter is delivered as of its date and without any undertaking to advise you
of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect the legal analysis, a legal conclusion or information confirmed in this opinion letter. 








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 This opinion letter is rendered only to you and is solely for your benefit and the benefit of successor
holders of the 2012 Series A Bonds in connection with the transaction contemplated by the Financing Agreements. This opinion letter may not be used or relied on for any other purpose or by any other person without our prior written consent.
Notwithstanding the foregoing, a copy of this opinion letter may be furnished to, but not relied upon by, the National Association of Insurance Commissioners and any state, federal or provincial authority or independent banking or insurance board or
body having regulatory jurisdiction over a registered or beneficial holder of the 2012 Series A Bonds in the exercise of their regulatory due diligence. 
 Very truly yours, 
 Davis Wright Tremaine LLP 







 EXHIBIT 4.4(a)(ii) 

FORM OF OPINION OF GENERAL COUNSEL

 TO THE COMPANY 

[See attached] 







 



 
 January 11, 2012 
 Each of the Purchasers Listed in Exhibit A to the Bond Purchase Agreement 
 c/o Chapman &
Cutler LLP 
 111 West Monroe, Chicago, IL 60603 
 Attention: James R. Nelson 
  

	Re:	Bond Purchase Agreement dated January 11, 2012, among Chugach Electric Association, Inc. and the Purchasers Listed in Exhibit A Thereto (the
“Purchasers”) Relating to Issuance of $250,000,000 of First Mortgage Bonds, 2012 Series A (“Bond Purchase Agreement”) 

 Ladies and Gentlemen: 
 I am General Counsel of Chugach Electric Association, Inc., an Alaska
electric cooperative (the “Company”), in connection with the transactions contemplated by the above-referenced Bond Purchase Agreement. This opinion letter is provided to you at the request of the Company pursuant to Section 4.4 of
the Bond Purchase Agreement. Capitalized terms used and not otherwise defined in this opinion letter have the meanings defined in the Bond Purchase Agreement. 
 The law covered by the opinions expressed herein is limited to the laws of the State of Alaska. 

This opinion letter is to be interpreted in accordance with the Guidelines for the Preparation of Closing Opinions (including the appended Legal Opinion
Principles) issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section as published in 57 Business Lawyer 875 (February 2002) and the Statement on the Role of Customary Practice in the Preparation and
Understanding of Third-Party Legal Opinions as published in 63 Business Lawyer 1277 (August 2008). 
  

	A.	Financing Agreements and Matters Examined 


In connection with this opinion letter, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents,
records, certificates and statements of government officials, officers and other representatives of the persons referred to therein, and such other documents as I have deemed relevant or necessary as the basis for the opinions herein expressed,
including the following: 
 A-1 Bond Purchase Agreement. 

  
 Chugach
Electric Association, Inc. 
 5601 Electron Drive, P.O. Box 196300, Anchorage, AK 99519-6300 • (907) 563-7494 Fax
(907) 562-0027 (800)478-7494 
 www.chugachelectric.com • info@chugachelectric.com 









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 A-2 Second Amended and Restated Indenture of Trust dated as of January 20, 2011,
between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), as amended by First Supplemental Indenture dated as of January 20, 2011, and Second Supplemental Indenture of Trust dated as of September 30,
2011 (as so amended, the “2011 Indenture”), relating to the real property described in Exhibit A attached thereto (the “Mortgaged Property”). 
 A-3 File-stamped copies of the Third Supplemental Indenture of Trust dated January 5, 2012 (the “Third Supplemental Indenture” and, together with the 2011 Indenture, the
“Indenture”), as recorded in the real property recording offices in each of the Anchorage, Palmer, Kenai and Seward Recording Districts on January 10, 2012 (or oral confirmation of such recordings, including recording numbers, from
First American Title Insurance Company). 
 A-4 First Mortgage Bonds, 2012 Series A, in the aggregate amount of
$250,000,000, consisting of an aggregate principal amount of $75,000,000 of 2012 Series A, Tranche A Bonds due March 15, 2032 (the “Tranche A Bonds”), an aggregate principal amount of $125,000,000 of 2012 Series A,
Tranche B Bonds due March 15, 2042 (the “Tranche B Bonds”) and an aggregate principal amount of $50,000,000 of 2012 Series A, Tranche C Bonds due March 15, 2042 (the “Tranche C Bonds”), in each case
signed by the Company but not yet authenticated by the Trustee (collectively, the “2012 Series A Bonds”); 
 A-5
File-stamped copy of Uniform Commercial Code financing statement naming the Company as debtor and as a transmitting utility, and the Trustee as secured party, as filed in the UCC Section of the Department of Natural Resources of the State of Alaska
(the “Filing Office”) on January 20, 2011, as amended by UCC Financing Statement Amendment on Form UCC-3 filed in the Filing Office on December 6, 2011 (as so amended, the “Financing Statement”). 

A-6 Certificate of an officer of the Company as to certain factual matters on which I have relied in giving this opinion, including that
the times-interest-earned ratio most recently approved by the Regulatory Commission of Alaska for the Company is not less than 1.10. 
 A-7 Articles of incorporation and bylaws of the Company, certified by an officer of the Company as being complete and in full force and effect as of the date of this opinion. 

A-8 Resolutions of the Board of Directors of the Company certified by an officer of the Company as constituting all records of
proceedings and actions of the Company relating to the transactions contemplated by the Financing Documents (as defined below). 

A-9 A Certificate of Compliance with respect to the Company issued by the Alaska Department of Commerce and Economic Development, dated
January 4, 2012. 
 A-10 Each of the agreements identified in Exhibit B to the Indenture (the “Material
Agreements”). 








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 The Bond Purchase Agreement, the Third Supplemental Indenture and the 2012 Series A Bonds are herein
collectively referred to as the “Financing Agreements.” 
 My opinion expressed in Paragraph B-1 as to the status of the Company under
the laws of the State of Alaska is based solely upon the Certificate of Compliance enumerated above. I have made no additional investigation after the date of that Certificate or in rendering my opinion expressed in B-1. 

In connection with my opinion relating to the Material Agreements, I have not reviewed, and express no opinion on, (i) financial covenants or
similar provisions requiring financial calculations or determinations to ascertain compliance, (ii) provisions relating to the occurrence of a “material adverse event” or words of similar import or (iii) parol evidence bearing on
interpretation or construction. Moreover, to the extent that any of the agreements and instruments identified in the Material Agreements are 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. 

Whenever a statement herein is qualified by the phrase “to my knowledge,” or by any other similar phrase, or where it is noted that nothing has
been brought to my attention, it means that the opinion stated is based solely on the my conscious awareness of information. 
 I express no
opinion as to whether any consents, approvals, authorizations, licenses, filings, registrations or qualifications may be required under state securities or Blue Sky laws in connection with the execution and delivery of the Financing Documents and
consummation by the Company of the transactions contemplated by the Bond Purchase Agreement, including the issue and sale of the 2012 Series A Bonds pursuant to the Indenture. 

 

	B.	Opinions 

 Based on the foregoing
examinations and assumptions and subject to the qualifications and exclusions stated below, I am of the opinion that: 
 B-1 The
Company is an electric cooperative validly existing under Alaska law. 
 B-2 The Company has corporate power and authority to
enter into, and to perform its obligations under, each of the Financing Agreements, and to own its properties and to carry on its business as, to my knowledge, it is now conducted. 

B-3 The Company has authorized, by all necessary corporate action on the part of the Company, the execution and delivery of each of the
Financing Agreements. 
 B-4 The Company has duly executed and delivered each of the Financing Agreements. 








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 B-5 The execution and delivery by the Company of, and the performance by the Company of
the transactions contemplated by, each of the Financing Agreements do not (a) violate the Company’s Articles of Incorporation or Bylaws, (b) breach, or result in a default under, any existing obligation of the Company under the
Material Agreements. 
 B-6 The execution and delivery by the Company of, and the performance of the transactions contemplated
by, each of the Financing Agreements (including the issue and sale of the 2012 Series A Bonds) are not prohibited by, nor do they violate, any applicable statutes or regulations of any governmental agency or body having jurisdiction over the
Company or any of its properties, or any order of any agency or body having jurisdiction over the Company of which I have knowledge. 
 B-7 No consent, approval, authorization, order, license, filing, registration or qualification of or with any governmental agency or body having jurisdiction over the Company or any of its properties is
required for execution and delivery of the Financing Documents and consummation by the Company of the transactions contemplated by the Bond Purchase Agreement, including the issue and sale of the 2012 Series A Bonds pursuant to the Indenture.

 B-8 To my knowledge, there are no actions or proceedings against the Company pending before any court, government agency or
arbitrator, or overtly threatened in writing, that seek to affect the enforceability of any of the Financing Agreements or security interests or liens in any real or personal property granted in any of the Financing Agreements or that, if adversely
determined against the Company, would adversely affect the ability of the Company to comply with its obligations under the Bond Purchase Agreement. 
 This opinion letter is delivered as of its date and without any undertaking to advise you of any changes of law or fact that occur after the date of this opinion letter even though the changes may affect
the legal analysis, a legal conclusion or information confirmed in this opinion letter. 
 This opinion letter is rendered only to you and is
solely for your benefit and the benefit of successor holders of the 2012 Series A Bonds in connection with the transaction contemplated by the Financing Agreements. This opinion letter may not be used or relied on for any other purpose or by any
other person without my prior written consent. Notwithstanding the foregoing, a copy of this opinion letter may be furnished to, but not relied upon by, the National Association of Insurance Commissioners and any state, federal or provincial
authority or independent banking or insurance board or body having regulatory jurisdiction over a registered or beneficial holder of the 2012 Series A Bonds in the exercise of their regulatory due diligence. 

Very truly yours, 
 Mark K. Johnson,

 General Counsel 







 EXHIBIT 4.4(b) 

FORM OF OPINION OF SPECIAL COUNSEL

 TO PURCHASERS 
 [To be provided on a case by case basis]