AMENDMENT

                                    AMENDMENT

         THIS AMENDMENT (this "Amendment") is entered into as of December 27,
2002, between CIIUGACH ELECTRIC ASSOCIATION (the "Borrower") and COBANK, ACB
("CoBank")

                                   BACKGROUND

         CoBank and the Company are parties to a Line of Credit Agreement dated
as of May 5, 1993, as previously amended (the "Line of Credit Agreernent'). The
parties now desire to amend the Line of Credit Agreement.

         NOW, TEEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

         SECTION 1. The Commitment. Section 1 of the Line of Credit Agreement is
hereby amended and restated to read as follows:

                        SECTION 1. The Line. On the terms and conditions set
                forth in this Agreement, CoBank agrees to make available to the
                Borrower during the period commencing on December 27, 2002, and
                ending on July 31, 2003 (or such later date as Xx.Xxxx may, in
                its sole discretion, authorize in writing), a revolving line of
                credit in the amount of $20,000,000 (the "Line"). Within the
                limits and during the term of the Line, the Borrower may borrow,
                repay and reborrow.

                        SECTION 2.     Interest and Fees. Section 4 of the Line
of Credit Agreement is hereby amended to add a new Subsection (H) thereto
reading as follows:

                        (H) Commitment Fee. The Borrower agrees to pay to CoBank
                a commitment fee on the average daily unused portion of the Line
                from the date hereof to the date the Line expires at the rate of
                1/8th of 1% per annum (calculated on a 360 day basis) payable
                monthly in arrears by the 20th day of the following month and on
                the date the Line expires or is terminated. Such fee shall be
                payable for each month or portion thereof occurring during the
                original or any extended term of the Line.

                         SECTION 3.     Repayment and Maturity. Section 5 of the
Line of Credit Agreement is hereby amended and restated to read as follows:

                        SECTION 5. Repayment and Maturity. The unpaid principal
                balance of the advances shall mature and be due and payable on
                August 1, 2003, or such later date as CoBank may, in its sole
                discretion, authorize in writing (the "Maturity Date").

                        SECTION 4.     Confirmation. Except as provided above,
all other terms and conditions of the Line of Credit Agreement shall remain in
full force and effect.





         IN WITNESS WREREOF, the parties have caused this Amendment to be
executed by their duly authorized officers as of the date first shown above.

CoBank, ACB                              CHUGACH ELECTRIC ASSOCIATION, INC.

By:  /s/ Xxxxxx X. Xxxxxxxx              By:  /s/ Xxxx X. Xxxxxxxx
Its: Assistant Corporate Secretary       Its: General Manager