AMENDMENT TO REVOLVING LINE OF CREDIT
AGREEMENT


          This
is an amendment to the Revolving Line of Credit (the “Agreement”) made by and
between the National Rural Utilities Cooperative Finance Corporation (“CFC”)
and the undersigned (“Borrower”), dated October 14, 2007.


	
 

	
 

	
 


	
 

	
1.

	
Schedule 1, Paragraph 2 is hereby deleted and
 replaced as follows:


	
 

	
 

	
 


	
 

	
 

	
“2. The CFC Commitment shall mean $75,000,000.00, provided;
 however, that the CFC Commitment shall be permanently reduced to
 $50,000,000.00 upon the earlier to occur of (a) January 1, 2010, or (b) the
 date that Borrower pays down this Line of Credit to an outstanding balance of
 not more than $50,000,000.00 pursuant to Schedule 1, Paragraph 7(c) of this
 Agreement.”


	
 

	
 

	
 


	
 

	
2.

	
Section 5.01 B. ‘Notice’ is amended by adding a new
 subparagraph 

(iv), as follows: “(iv) the Borrower’s issuance of commercial
 paper if, at the time of such issuance, the outstanding principal amount
 owing under this Line of Credit exceeds $50,000,000.00.”


	
 

	
 

	
 


	
 

	
3.

	
Schedule 1, Paragraph 7 ‘Special Covenants’ is amended
 to add a new Subparagraph (c), as follows:


	
 

	
 

	
 


	
 

	
 

	
“(c) If the outstanding principal amount owing under
 this Line of Credit exceeds $50,000,000.00 at the time Borrower issues any
 new commercial paper, then Borrower shall first use the proceeds of such
 issuance of commercial paper to pay down this Line of Credit to an
 outstanding balance of not more than $50,000,000.00 prior to the use of such
 commercial paper proceeds for any other purpose.”


	
 

	
 

	
 


	
 

	
4.

	
Section 6.01 ‘Events of Default’ is amended to add a
 new Subparagraph (L), as follows:


	
 

	
 

	
 


	
 

	
 

	
“L. The Borrower shall fail to notify CFC in
 accordance with 5.01 B. (iv).


	
 

	
 

	
 


	
 

	
5.

	
Section 3.03 ‘Paydown Requirement’ is hereby deleted
 and replaced as follows:


	
 

	
 

	
 


	
 

	
 

	
“Section 3.03 Paydown Requirement. For
 each 12-month period while this Agreement is in effect, Borrower shall, for a
 period of at least five consecutive business days, pay down the entire
 outstanding principal balance on this line of credit (“Paydown”). Borrower
 shall make the initial Paydown on or before January 1, 2010, and shall make
 each subsequent Paydown within 360 days of the date of the first Advance
 following each Paydown.”


	
 

	
 

	
 


	
 

	
6.

	
Borrower hereby unconditionally promises and agrees
 to pay, as and when due, interest on all amounts advanced under the CFC
 Commitment, as amended hereby, from the date of each Advance and to repay all
 amounts advanced under the Agreement, as amended hereby, with interest
 thereon as provided in the Agreement.











	
 

	
 

	
 


	
 

	
7.

	
Except as specifically provided herein, all of the
 terms, conditions and provisions contained in the Agreement shall remain
 unchanged and in full force and effect.








	
 

	
 

	
 

	
 


	
CHUGACH
 ELECTRIC ASSOCIATION, INC.

	
 

	
NATIONAL
 RURAL UTILITIES COOPERATIVE

 FINANCE CORPORATION


	
 

	
 

	
 

	
 


	
By:  /s/ Michael R. Cunningham

	
 

	
By: 

	
/s/ Marianne L Dusold


	


	
 

	
 

	



	
 

	
 

	
 

	
Assistant Secretary-Treasurer


	
Title: C.F.O. 

	
 

	
 

	
 





(To be filled in by CFC) The effective date of this Amendment
is: 12/22/2008.