Exhibit 10.45.7
Loan No. RI0214S01C
AMENDED AND RESTATED PROMISSORY NOTE AND
COMMITTED REVOLVING CREDIT SUPPLEMENT
THIS AMENDED AND RESTATED PROMISSORY NOTE AND SUPPLEMENT (this "Promissory
Note and Supplement") to the Master Loan Agreement (the "MLA") dated as of May
3, 2005, is entered into as of October 10. 2007 between CHUGACH ELECTRIC
ASSOCIATION, INC., Anchorage, Alaska, an Alaska cooperative corporation (the
"Company") and CoBANK, ACB, a federally chartered instrumentality of the United
States ("CoBank").
BACKGROUND
The Company and CoBank are parties to an Amended and Restated Promissory
Note and Committed Revolving Credit Supplement No. RI0214S01B dated as of
September 12, 2006 in the original principal amount of $7,500,000.00 (as
amended, the "Existing Promissory Note and Supplement"). The Company and CoBank
now desire to amend and restate the Existing Promissory Note and Supplement. The
execution of this Promissory Note and Supplement shall not constitute a novation
of the indebtedness outstanding under the Existing Promissory Note and
Supplement. For valuable consideration (the receipt and sufficiency of which arc
hereby acknowledged), the Company and CoBank hereby agree that the Existing
Promissory Note and Supplement shall be amended and restated in its entirety to
read as follows:
SECTION 1. The Revolving Credit Facility. On the terms and conditions set
forth in the MLA and this Promissory Note and Supplement, CoBank agrees to make
loans to the Company during the period set forth below in an aggregate principal
amount not to exceed $7,500,000.00 at any one time outstanding (the
"Commitment"). Within the limits of the Commitment, the Company may borrow,
repay and re-borrow.
SECTION 2. Purpose. The purpose of the Commitment is to finance the
operating needs of the Company and to fund interim capital expenditures.
SECTION 3. Term. The term of the Commitment shall be from the date hereof,
up to and including October 31, 2008, or such later date as CoBank may, in its
sole discretion, authorize in writing.
SECTION 4. Interest. The Company agrees to pay interest on the unpaid
balance of the loan(s) in accordance with one or more of the following interest
rate options, as selected by the Company:
(A) Weekly Quoted Variable Rate. At a rate per annum equal at all
times to the rate of interest established by CoBank on the first Business Day
of each week. The rate established by CoBank may not exceed the CoBank Base Rate
(as hereinafter defined) on that day plus 3% and shall be effective until the
first Business Day of the next week. Each change in the rate shall be applicable
to all balances subject to this option and information about the then current
rate shall be made available upon telephonic request. For purposes hereof, the
CoBank Base Rate shall mean the rate of interest established by CoBank from time
to time as its CoBank Base Rate, which Rate is intended by CoBank to be a
reference rate and not its lowest rate. The CoBank Base Rate will change on the
date established by CoBank as the effective date of any change therein.
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Amended and Restated Promissory Note and Committed
Revolving Credit Supplement RI0214S01C
(B) Quoted Rate Option. At a fixed rate per annum to be quoted by CoBank
in its sole discretion in each instance. Under this option, rates may be fixed
on such balances and for such periods, as may be agreeable to CoBank in its sole
discretion in each instance, provided that: (1) the minimum fixed period shall
be 30 days; (2) amounts may be fixed in increments of $100,000.00 or multiples
thereof; and (3) the maximum number of fixes in place at any one time shall be
5.
The Company shall select the applicable rate option at the time it requests a
loan hereunder and may, subject to the limitations set forth above, elect to
convert balances bearing interest at the variable rate option to one of the
fixed rate options. Upon the expiration of any fixed rate period, interest shall
automatically accrue at the variable rate option unless the amount fixed is
repaid or fixed for an additional period in accordance with the terms hereof.
Notwithstanding the foregoing, rates may not be fixed for periods expiring after
the maturity date of the loans. All elections provided for herein shall be made
telephonically or in writing and must be received by 12:00 Noon Company's local
time. Interest shall be calculated on the actual number of days each loan is
outstanding on the basis of a year consisting of 360 days and shall be payable
monthly in arrears by the 20th day of the following month or on such other day
in such month as CoBank shall require in a written notice to the Company.
SECTION 5. Commitment Fee. In consideration of the Commitment, the Company
agrees to pay to CoBank a commitment fee on the average daily unused portion of
the Commitment at the rate of 1/8 of 1% per annum (calculated on a 360 day
basis), payable monthly in arrears by the 20th day following each month. Such
fee shall be payable for each month (or portion thereof) occurring during the
original or any extended term of the Commitment.
SECTION 6. Promissory Note. The Company promises to repay the unpaid
principal balance of the loans on the last day of the term of the Commitment, as
the term may be extended from time to time. In addition to the above, the
Company promises to pay interest on the unpaid principal balance of the loans at
the times and in accordance with the provisions set forth above.
SECTION 7. Letters of Credit. In addition to loans, the Company may
utilize, if agreeable to CoBank in its sole discretion in each instance, the
Commitment to open irrevocable letters of credit for its account. Each letter of
credit will be issued within a reasonable period of time after CoBank's receipt
of a duly completed and executed copy of CoBank's then current form of
Application and Reimbursement Agreement or, if applicable, in accordance with
the terms of any CoTrade Agreement between the parties, and shall reduce the
amount available under the Commitment by the maximum amount capable of being
drawn thereunder. Any draw under any letter of credit issued hereunder shall be
deemed a loan under the Commitment and shall be paid in accordance with this
Promissory Note and Supplement. Each letter of credit must be in form and
content acceptable to CoBank and must expire no later than the maturity date of
the Commitment.
SECTION 8. Security. Except for CoBank's statutory first lien on all
equity that the Company may now own or hereafter acquire or be allocated in
CoBank, the Company's obligations hereunder shall be unsecured.
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Amended and Restated Promissory Note and Committed
Revolving Credit Supplement RI0214SO1C
IN WITNESS WHEREOF, the parties have caused this Promissory Note and
Supplement to the MLA to be executed by their duly authorized officers as of the
date shown above.
CoBANK, ACB CHUGACH ELECTRIC ASSOCIATION, INC.
By: /s/ Xxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Title: Assistant Corporate Secretary Title: CFO
