SUPPLEMENTAL MASTER MORTGAGE INDENTURE NO. 41 Between TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. And WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee dated effective as of April 25, 2018 Supplemental to Master First Mortgage Indenture,...

Exhibit 4.1

SUPPLEMENTAL MASTER MORTGAGE INDENTURE NO. 41

Between

TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC.

And

XXXXX FARGO BANK, NATIONAL ASSOCIATION

as Trustee

dated effective as of April 25, 2018

Supplemental to

Master First Mortgage Indenture,

Deed of Trust and Security Agreement

Amended, Restated and Effective as of December 15, 1999,

as further supplemented to date

In connection with

Series 2018A Secured Obligation

THIS INSTRUMENT GRANTS A SECURITY INTEREST IN A TRANSMITTING UTILITY.  THE ADDRESSES AND THE SIGNATURES OF THE PARTIES TO THIS INSTRUMENT ARE STATED ON THE SIGNATURE PAGES.  THE TYPES OF PROPERTY COVERED BY THIS INSTRUMENT ARE DESCRIBED IN SECTIONS 1.01 AND 1.02 OF THIS INSTRUMENT.  THIS INSTRUMENT CONTAINS AN AFTER‑ACQUIRED PROPERTY CLAUSE.  PROCEEDS AND PRODUCTS OF COLLATERAL ARE COVERED BY THIS INSTRUMENT.  FUTURE ADVANCES AND FUTURE OBLIGATIONS ARE SECURED BY THIS INSTRUMENT.  THIS MORTGAGE SECURES CREDIT IN THE AMOUNT OF UP TO $5,000,000,000 AND ADVANCES UP TO THIS AMOUNT, TOGETHER WITH INTEREST, ARE SENIOR TO OTHER CREDITORS UNDER SUBSEQUENTLY FILED AND RECORDED MORTGAGES OR LIENS.

TAXPAYER IDENTIFICATION NUMBER 84‑0464189

TABLE OF CONTENTS

		Page
Parties		1
Recitals		1
ARTICLE I – TRUST ESTATE
Section 1.01 Confirmation of Granting Clause		1
Section 1.02 Supplemental Grant		1
ARTICLE II – DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 2.01 Definitions of Words and Terms		2
Section 2.02 Conflicts with Supplemental Indentures		2
Section 2.03  Amendment to Section 1.03 Notices, Etc., to Trustee and Company		2
ARTICLE III – AUTHORIZATION AND TERMS OF THE SERIES 2018A SECURED OBLIGATION
Section 3.01 Authorization of Series 2018A Secured Obligation		3
Section 3.02 Persons Deemed Holder		4
Section 3.03 Additional Secured Obligations to be Equally Secured		4
Section 3.04 Registration, Transfer and Exchange		4
Section 3.05 Payments on the Series 2018A Secured Obligation		4
Section 3.06 Redemption and Prepayment		4
ARTICLE IV – SUPPLEMENTS TO CERTAIN EXHIBITS
Section 4.01 Supplements to Exhibits to Original Indenture		4
ARTICLE V – REPRESENTATIONS AND WARRANTIES
Section 5.01 Representations and Warranties		5
Section 5.02 Covenants under the Original Indenture		5
ARTICLE VI – MISCELLANEOUS PROVISIONS
Section 6.01 Ratification of Indenture		5
Section 6.02 Benefits of Indenture		5
Section 6.03 Provisions of the Indenture to Control		5
Section 6.04 Binding Effect		5
Section 6.05 Severability Clause		5
Section 6.06 Execution in Counterparts		6
Section 6.07 Governing Law		6
Section 6.08 Effect of Headings and Table of Contents		6
Section 6.09 Successors and Assigns		6
Section 6.10 Entire Agreement		6
Section 6.11 Acceptance of Trust		6

Supplement 41 - Final - Page ii

Attachment 1	Form of Secured Promissory Note (Series 2018A Secured Obligation)
Exhibit A-34	Certain Additional Real Property
Exhibit B	List of Certain Contracts Subject to the Lien of the Indenture
Exhibit E-32	Description of Series 2018A Secured Obligation
Exhibit H-35	Recording Data of the Original Indenture, the First Supplemental Indenture through the Twenty-fourth Supplemental Indenture, and the Twenty-sixth Supplemental Indenture through the Fortieth Supplemental Indenture for the purpose of providing access to the full and complete descriptions of all property encumbered thereby (less any property released of record), and in the case of filings in Kansas, Nebraska, and Wyoming, full descriptions of property encumbered in Kansas, Nebraska, and Wyoming.  There is no Twenty-fifth Supplemental Indenture.

Supplement 41 - Final - Page iii

SUPPLEMENTAL MASTER MORTGAGE INDENTURE NO. 41

THIS SUPPLEMENTAL MASTER MORTGAGE INDENTURE NO. 41, dated and effective as of April 25, 2018 (this Forty-first Supplemental Indenture”), is between XXXXX FARGO BANK, NATIONAL ASSOCIATION (as successor through consolidation to Xxxxx Fargo Bank West, National Association), a national banking association having a corporate trust office in Minneapolis, Minnesota and authorized to act as a corporate trustee in Colorado (the “Trustee”), and TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC., a cooperative corporation organized and existing under the laws of the State of Colorado (the “Company”).

RECITALS

WHEREAS, the Company entered into the Master First Mortgage Indenture, Deed of Trust and Security Agreement, between the Company and the Trustee, amended, restated, and effective as of December 15, 1999 as previously amended and supplemented by thirty-nine supplemental indentures (collectively, the “Original Indenture”), for the purpose of providing for the issuance and securing of its senior secured debt thereunder; and

WHEREAS, pursuant to Sections 4.02 and 9.01(c) of the Original Indenture and the  Credit Agreement dated as of April 25, 2018 (the “2018 Credit Facility”) between the Company and National Rural Utilities Cooperative Finance Corporation as administrative agent for the benefit of each of the lenders party to the 2018 Credit Facility (the “Administrative Agent”), the Company has issued one (1) promissory note (as more particularly described in this Forty-first Supplemental Indenture and in Exhibit E-32 and Attachment 1, the “Obligation to Administrative Agent”) which is issued for the purpose of working capital, capital expenditures and other general corporate purposes, including the issuance of letters of credit, to be known as the Tri-State Generation and Transmission Association, Inc. Electric System Secured Obligation, Series 2018A (the “Series 2018A Secured Obligation”) and to further supplement the Original Indenture in order to authorize the Series 2018A Secured Obligation; and

WHEREAS, as permitted by Sections 2.02 and 2.12 of the Original Indenture, the Company has requested the Trustee to authenticate the Obligation to Administrative Agent as the Series 2018A Secured Obligation and to deliver it to the Administrative Agent, and such Series 2018A Secured Obligation shall be entitled to the lien of the Indenture on a parity with all other Secured Obligations Outstanding under the Indenture; and

WHEREAS, the Original Indenture has been filed of record in the official public records as described more particularly on Exhibit H-35 hereto; and

WHEREAS, in addition to the property described in the Original Indenture, the Company has acquired certain other property rights and interests in property; and

WHEREAS, all acts and things necessary to make this Forty-first Supplemental Indenture the valid, legal, and binding obligation of the Company and to constitute these presents, together with the Original Indenture, a valid indenture and agreement according to its terms, having been done and performed, and the execution of this Forty-first Supplemental Indenture having in all respects been duly authorized, the Original Indenture as amended by this Forty-first Supplemental Indenture (as so amended, the “Indenture”) shall be amended and supplemented as follows:

ARTICLE I – TRUST ESTATE

Section 1.01 Confirmation of Granting Clause.

The Company hereby confirms and ratifies each of the Granting Clauses contained in the Original Indenture in order to secure the payment of the principal of, premium, if any, and interest and any other amounts due on the Series 2018A Secured Obligation.

Section 1.02 Supplemental Grant.

Pursuant to GRANTING CLAUSE THIRD of the Original Indenture and in order to secure the payment of the principal of, premium, if any, and interest and any other amounts due on the Series 2018A Secured Obligation, and the performance of the covenants therein and in the Indenture contained, and to declare the terms and conditions on which the Series 2018A Secured Obligation is secured, and in consideration of the premises and of the acceptance of the Series 2018A Secured Obligation, by the Holders thereof, the Company by these presents does grant, bargain,

Supplement 41 - Final - Page 1

sell, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm to the Trustee, to be held in trust, together with the Trust Estate described in the Original Indenture, 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, and grants a security interest therein for the purposes herein expressed, except any Excluded Property and any Excepted Property (each as defined in the Indenture) hereinafter expressly excepted from the lien hereof, or any property which has been released or disposed of pursuant to the terms of the Indenture, and including, without limitation, all and singular the following:

All right, title and interest of the Company in and to the real property more particularly described in Exhibit A-34 attached hereto, which identifies the real property acquired by the Company and not previously described in the Original Indenture.

A security interest in the Equipment, Contract Rights, General Intangibles and Proceeds (each as defined in the Original Indenture) of the personal property acquired by the Company since the recording of the Fortieth Supplemental Indenture; and in any funds, rights, rents, revenues and accounts receivable and general intangibles (including choses in action and judgments) arising under any contract subject to the lien of the Indenture all as described in GRANTING CLAUSE SECOND of the Indenture, acquired by the Company since the recording of the Fortieth Supplemental Indenture.

ARTICLE II – DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 2.01 Definitions of Words and Terms.

Words and terms used in this Forty-first Supplemental Indenture and not otherwise defined herein shall, except as otherwise stated, have the meanings assigned to them in the Original Indenture.

The following definitions shall be added to Section 1.01 of the Indenture in alphabetical order: 

“2018 Credit Facility” shall mean the Credit Agreement, dated as of April 25,  2018, (as may be amended, supplemented, amended and restated or otherwise modified from time to time), between the Company, National Rural Utilities Cooperative Finance Corporation, as administrative agent, and the lenders from time to time a party thereto.

“Series 2018A Secured Obligation” shall mean the Tri-State Generation and Transmission Association, Inc. Electric System Secured Obligation Series 2018A, designated on Exhibit E-32, authorized by the Original Indenture as amended and supplemented by the Forty-first Supplemental Indenture. 

“Forty-first Supplemental Indenture” shall mean this Supplemental Master Mortgage Indenture No. 41, between the Company and the Trustee, dated effective as of April 25, 2018.

Section 2.02 Conflicts with Supplemental Indentures.

Supplemental Indentures may contain covenants which are different than the covenants of the Company contained in this Forty-first Supplemental Indenture provided that such covenants shall not conflict with the Original Indenture (except as permitted under Article IX of the Original Indenture).  Such covenants are intended to be supplemental hereto and the Company shall be obligated to comply with all covenants concerning any matter whether contained in a Supplemental Indenture or this Forty-first Supplemental Indenture so long as such Supplemental Indenture is in effect.

Section 2.03 Amendment to Section 1.03 Notices, Etc., to Trustee and Company.

Section 1.03 of the Original Indenture shall be amended and restated in its entirety to read as follows: Unless otherwise expressly specified or permitted by the terms hereof, all communications, notices, requests, demands, authorizations, consents, waivers or Acts of Holders or other document provided, permitted or required by the Indenture shall be communicated in writing or by a telecommunications device capable of creating a written record, and any notice shall become effective (a) upon personal delivery thereof, including, without limitation, by overnight, mail or courier service, (b) in the case of notice by United States mail, certified or registered, postage prepaid, return

Supplement 41 - Final - Page 2

receipt requested, upon receipt thereof, or (c) in the case of notice by such a telecommunications device, upon transmission thereof, provided such transmission is promptly confirmed by either of the methods set forth in clauses (a) or (b) above, in each case addressed to each party hereto at its address set forth below or, in the case of any such party hereto, at such other address as such party may from time to time designate by written notice to the other parties hereto or to such other address as either party hereto may from time to time designate:

If the Trustee:     Xxxxx Fargo Bank, National Association

000 X. 0xx Xxxxxx, 0xx Xxxxx

Xxxxxxxxxxx, XX 00000

Telephone No.: 000-000-0000

Fax No.: 000-000-0000

If the Company:   Tri-State Generation and Transmission Association, Inc.

0000 Xxxx 000xx Xxxxxx

Xxxxxxxxxxx, Xxxxxxxx 00000

Telephone: 000-000-0000

Fax No.: 000-000-0000

Attn: Chief Executive Officer

With a copy to the Senior Vice President and Chief

Financial Officer at the same address.

ARTICLE III – AUTHORIZATION AND TERMS OF THE SERIES 2018A SECURED OBLIGATION

Section 3.01 Authorization of  Series 2018A Secured Obligation.

(a)The Company hereby authorizes the authentication of one (1) promissory note, dated as of April 25, 2018, issued by the Company to the Administrative Agent in the principal amount of $650,000,000.00. Such note shall constitute the Tri-State Generation and Transmission Association, Inc. Electric System Secured Obligation, Series 2018A. The Holder of the Series 2018A Secured Obligation is the Administrative Agent for the benefit of each of the lenders party to the 2018 Credit Facility, and the Trustee shall execute a certificate of authentication to such note which shall indicate that such note is a Secured Obligation hereunder. 

(b)The Series 2018A Secured Obligation is being issued for the purpose of working capital, capital expenditures, and other general corporate purposes, including the issuance of letters of credit.  The terms of prepayment of such 2018A Secured Obligation shall be as set forth in the 2018 Credit Facility and the Series 2018A Secured Obligation.

(c)No Series 2018A Secured Obligation shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Series 2018A Secured Obligation or on an allonge thereto a certificate of authentication substantially in the form provided for herein executed by the Trustee or an authenticating agent by manual signature, and such certificate upon any Series 2018A Secured Obligation shall be conclusive evidence, and the only evidence, that such Secured Obligation has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

The Trustee's certificate of authentication for Series 2018A Secured Obligation shall be as set forth below:

Certificate of Authentication for Series 2018A Secured Obligation

(1)This instrument is a Secured Obligation under the terms of that certain Master First Mortgage Indenture, Deed of Trust and Security Agreement, as amended, restated and dated effective as of December 15, 1999, as amended (the "Master Indenture") and is secured thereunder on a parity with other Secured Obligations.

Supplement 41 - Final - Page 3

(2)In the event of the occurrence and continuance of an Event of Default under the Master Indenture, the Trustee shall enforce the remedies set forth under the Master Indenture for the benefit of all of the Holders of Secured Obligations.

XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

By: _____________________________

Authorized Signatory

(d) Pursuant to Section 2.02(b) of the Original Indenture, attached as Attachment 1 is a form of the note for the Series 2018A Secured Obligation.  Also attached is Exhibit E-32, a description of the principal amount, maturity date, interest rate, and other terms of the note constituting the Series 2018A Secured Obligation.

Section 3.02 Persons Deemed Holder.

Subject to the terms of Section 1.02(h) of the Original Indenture, the Trustee shall look to the Secured Obligation Register to conclusively determine the owner or Holder of such Series 2018A Secured Obligation for all purposes of the Indenture.

Section 3.03 Additional Secured Obligations to be Equally Secured.

Any series of Secured Obligations which may be authorized and issued pursuant to Article II of the Original Indenture shall be entitled to be secured under this Indenture equally and ratably with Secured Obligations theretofore issued and then Outstanding with no priority of any series of Secured Obligations over any other series of Secured Obligations (subject to subparagraph (b)(xi) of Section 2.02 of the Original Indenture).

Section 3.04 Registration, Transfer and Exchange.

The Series 2018A Secured Obligation shall be registered, exchanged, and replaced pursuant to Sections 2.05 and 2.06 of the Original Indenture.

Section 3.05 Payments on the Series 2018A Secured Obligation.

Payment on the Series 2018A Secured Obligation shall be made in the manner and in accordance with the 2018 Credit Facility and the Series 2018A Secured Obligation.  The Company shall serve as the Paying Agent for the Series 2018A Secured Obligation, and the Place of Payment of the Series 2018A Secured Obligation shall be the corporate offices of the Company set forth in Section 1.03 of the Original Indenture.

Section 3.06 Redemption and Prepayment.

The Series 2018A Secured Obligation shall be redeemable or prepayable in accordance with the terms of the instruments evidencing and relating to such Series 2018A Secured Obligation and the 2018 Credit Facility.

ARTICLE IV – SUPPLEMENTS TO CERTAIN EXHIBITS

Section 4.01 Supplements to Exhibits to Original Indenture.    

Exhibits A and E to the Original Indenture, as previously supplemented, are hereby supplemented by Exhibits A-34 and E-32.  Exhibit H-35 is hereby incorporated into the Indenture as attached hereto. Exhibit B to the Original Indenture is hereby amended and restated in its entirety to read as set forth in Exhibit B attached hereto. All Exhibits and Attachments are incorporated herein by reference.

Supplement 41 - Final - Page 4

ARTICLE V – REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations and Warranties.

The Company represents and warrants that (a) it is duly authorized under the laws of the State of Colorado and all other applicable provisions of law to execute this Forty-first Supplemental Indenture and to issue the Series 2018A Secured Obligation, (b) all corporate action on the part of the Company required by its organizational documents and the Original Indenture to establish this Forty-first Supplemental Indenture and the Series 2018A Secured Obligation as a binding and enforceable obligation of the Company has been duly and effectively taken, and (c) all requirements of the Original Indenture, including but not limited to the requirements of Sections 2.02, 2.12, and 4.02, for the issuance and authentication of the Series 2018A Secured Obligation have been satisfied.

Section 5.02 Covenants under the Original Indenture.

The Company confirms, covenants and agrees that so long as any Series 2018A Secured Obligation remain Outstanding, it will deliver to the Trustee all reports, opinions and other documents required by the Original Indenture to be submitted to the Trustee at the time said reports, opinions or other documents are required to be submitted to the Trustee, and that it will faithfully perform or cause to be performed at all times any and all covenants, agreements and undertakings required on the part of the Company contained in the Indenture and the Series 2018A Secured Obligation.  The Company further confirms its covenants and agrees with its undertakings in the Original Indenture.

ARTICLE VI – MISCELLANEOUS PROVISIONS

Section 6.01 Ratification of Indenture.

The Original Indenture as amended and supplemented by this Forty-first Supplemental Indenture is in all respects ratified and confirmed, except as to any liens created by the Original Indenture which have been heretofore released of record, and the Original Indenture as so amended and supplemented shall be read, taken and construed as one and the same instrument.  Except as herein otherwise expressly provided, all the provisions, definitions, terms and conditions of the Original Indenture shall be deemed to be incorporated in, and made a part of, this Forty-first Supplemental Indenture.  All references to “this Indenture” or to “the Indenture” or to “hereunder” in the Indenture shall be to the Original Indenture, as amended and supplemented by this Forty-first Supplemental Indenture, and as otherwise amended and supplemented from time to time.  Except as amended and supplemented by this Forty-first Supplemental Indenture, and except as to any liens created by the Original Indenture which have heretofore been released of record, the Original Indenture remains in full force and effect and is hereby ratified in full by the parties hereto.

Section 6.02 Benefits of Indenture.

Nothing in this Forty-first Supplemental Indenture is intended to give any Person, other than the parties hereto and the Holders of Outstanding Secured Obligations and any Credit Provider to the extent provided herein, any benefit or any legal or equitable right, remedy or claim under this Forty-first Supplemental Indenture.

Section 6.03 Provisions of the Indenture to Control.

The provisions of Article VII of the Indenture shall control the terms under which the Trustee shall serve under this Forty-first Supplemental Indenture.

Section 6.04 Binding Effect.

All the covenants, stipulations, promises and agreements in this Forty-first Supplemental Indenture by or on behalf of the Company shall inure to the benefit of the parties hereto and the Holders, and shall bind their respective successors and assigns, whether so expressed or not.

Section 6.05 Severability Clause.

In case any provision in this Forty-first Supplemental Indenture or in any Secured Obligations shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Supplement 41 - Final - Page 5

Section 6.06 Execution in Counterparts.

This Forty-first Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; and all of which shall together constitute but one and the same instrument.

Section 6.07 Governing Law.

This Forty-first Supplemental Indenture shall be construed and the rights and obligations of the parties hereunder enforced in accordance with and governed by the laws of the State of Colorado and applicable federal law, except (a) to the extent that the law of any other jurisdiction shall be mandatorily applicable; (b) to the extent that perfection, priority and enforcement and the effect of perfection, priority and enforcement of the lien of this Forty-first Supplemental Indenture, notice and enforcement of remedies may be governed by the laws of any state other than the State of Colorado as provided by law (including but not limited to the applicable laws of the States); or (c) that the rights, duties, obligations, privileges and immunities of the Trustee shall be governed by the laws of the jurisdiction in which the corporate trust office of the Trustee is located.

Section 6.08 Effect of Headings and Table of Contents.

The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 6.09 Successors and Assigns.

All covenants and agreements in this Forty-first Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 6.10 Entire Agreement.

This Forty-first Supplemental Indenture embodies the entire agreement among the parties hereto with respect to the subject matters hereof.

Section 6.11 Acceptance of Trust.

The Trustee hereby acknowledges and accepts the trusts granted hereby.

 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Forty-first Supplemental Indenture to be duly executed by the persons thereunto duly authorized, as of the date and year first above written.

TRI-STATE GENERATION AND

TRANSMISSION ASSOCIATION, INC.,

as the Company

By /s/ Xxxx L Gordon____________

[SEAL] Xxxx X. Xxxxxx

Chairman and President

Tri-State Generation and Transmission Association, Inc.

0000 X. 000xx Xxxxxx

Xxxxxxxxxxx, Xxxxxxxx  00000

ATTEST:

By: /s/ Xxxxx Kilty________

Xxxxx Xxxxx

Secretary

STATE OF COLORADO )

) ss.

COUNTY OF BROOMFIELD )

The foregoing instrument was acknowledged before me this 4th day of April, 2018, by Xxxx X. Xxxxxx, Chairman and President of Tri-State Generation and Transmission Association, Inc.

Witness my hand and official seal.

/s/ Xxxxx X XxXxxxxxxx

Notary Public

(Notary Seal)

My commission expires:  9/11/2018

Signature page for Supplemental Master Mortgage Indenture No. 41

Supplement 41 - Final – S-1

XXXXX FARGO BANK,

NATIONAL ASSOCIATION,

as Trustee

By: /s/  Xxxxxxx X. Xxxxxxxx

Xxxxxxx X. Xxxxxxxx

Vice President, Corporate Trust

Xxxxx Fargo Bank, National Association

000 Xxxx Xxxxxx, 15th Floor

MAC X0000-000

Xxxxxx, XX 00000-0000

XXXXX XX XXXXXXXXXXXXX )

) ss.

COUNTY OF SUFFOLK )

The foregoing instrument was acknowledged before me this 23rd day of April, 2018, by Xxxxxxx X. Xxxxxxxx, Vice President of Xxxxx Fargo Bank, National Association.

Witness my hand and official seal.

/s/ Xxxxxxxx Xxxxxxxx Bilch

Notary Public

(Notary Seal)

My commission expires:  October 24, 2019

Signature page for Supplemental Master Mortgage Indenture No. 41

Supplement 41 - Final – S-2

ATTACHMENT 1

FORM OF

SECURED PROMISSORY NOTE

(SERIES 2018A SECURED OBLIGATION)

$650,000,000.00

April 25, 0000

Xxx Xxxx, Xxx Xxxx

FOR VALUE RECEIVED, TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC., a cooperative corporation duly organized under the law of the State of Colorado (the “Borrower”), hereby promises to pay to the order of National Rural Utilities Cooperative Finance Corporation (the “Administrative Agent”) for the benefit of each of the lenders party to the Credit Agreement dated as of April 25, 2018, by and among the Borrower, Administrative Agent, and the lenders party thereto from time to time (as amended, supplemented, amended and restated or otherwise modified from time to time, the “2018 Credit Facility”) at the office of the Administrative Agent, as shall be notified to the Borrower from time to time, the aggregate unpaid principal amount of all Loans pursuant to the 2018 Credit Facility at any time  on or after the date of this Secured Promissory Note, not to exceed $650,000,000.00, by the Administrative Agent to the Borrower, and to pay interest on the unpaid principal amount of each such Loan, at such office, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the 2018 Credit Facility. Capitalized terms used herein and not otherwise defined shall have the meaning given thereto in the 2018 Credit Facility.

The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Administrative Agent, on behalf of each Lender, on its books; provided that the failure of the Administrative Agent to make any such recordation shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the 2018 Credit Facility or hereunder in respect of the loans made by each Lender. 

The 2018 Credit Facility provides for the acceleration of the maturity of this Secured Promissory Note upon the occurrence of certain events and for prepayments of Loans upon the terms and conditions specified therein.

Except as permitted by Section 10.06 of the 2018 Credit Facility, this Secured Promissory Note may not be assigned to any other Person.

This Secured Promissory Note is a Secured Obligation under the terms of the Master First Mortgage Indenture, Deed of Trust and Security Agreement, amended, restated and effective as of December 15, 1999, as supplemented, modified or amended to the date hereof and as supplemented by the Supplemental Master Mortgage Indenture No. 41 between the Borrower and Xxxxx Fargo Bank, National Association, as trustee, dated as of April 25, 2018 (the “Master Indenture”) and is secured on a parity with all other Secured Obligations.

The Holder (as defined the Master Indenture) of this Secured Promissory Note shall have no right to enforce the provisions of the Master Indenture, or to institute any action to enforce the covenants therein, or to take any action with respect to any default under the Master Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Master Indenture.

This Secured Promissory Note shall be governed by, and construed in accordance with, the law of the State of New York.

TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC.

By_________________________

   Name: Xxxx X. Xxxxxx

   Its Chairman and President

CERTIFICATE OF AUTHENTICATION

Series 2018A Secured Obligations

(1) This instrument is a Secured Obligation under the terms of that certain Master First Mortgage Indenture, Deed of Trust and Security Agreement, as amended, restated and dated effective as of December 15, 1999, as amended (the "Master Indenture") and is secured thereunder on a parity with other Secured Obligations.

(2) In the event of the occurrence and continuance of an Event of Default under the Master Indenture, the Trustee shall enforce the remedies set forth under the Master Indenture for the benefit of all of the Holders of Secured Obligations.

	XXXXX FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE
______________________ Date	By: _________________________________       Authorized Signatory

.

EXHIBIT A-34

to the Supplemental Master Mortgage Indenture No. 41

A full copy of the Forty-first Supplemental Indenture with the full Exhibit A-34 relevant to each individual state is being filed of record with the Secretary of State of each of the States of Arizona, Colorado, Kansas, Nebraska, New Mexico and Wyoming.  Counterparts of this Forty-first Supplemental Indenture that are being filed in counties in Arizona, Colorado, Kansas, Nebraska and Wyoming contain an Exhibit A-34 which identifies the fee owned property acquired by the Company and not previously described in the Original Indenture in that particular county and those easements acquired by the Company and not previously described in the Original Indenture in that particular county. In New Mexico, a notice of the recordings filed in the public utility filings of the New Mexico Secretary of State is filed in each appropriate New Mexico county.

Exhibit A-34 to Supplemental Master Mortgage Indenture No. 41

EXHIBIT B

April 25, 2018

Amended and Restated Exhibit B to the Indenture

(Supplemental Master Mortgage Indenture No. 41)

LIST OF CERTAIN CONTRACTS SUBJECT TO THE LIEN OF THE INDENTURE

I

1)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Big Horn Rural Electric Company, dated July 1, 2007.

2)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Carbon Power & Light, Inc., dated July 1, 2007.

3)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Central New Mexico Electric Cooperative, Inc., dated July 1, 2007.

4)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Chimney Rock Public Power District, dated July 1, 2007.

5)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Columbus Electric Cooperative, Inc., dated July 1, 2007.

6)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Continental Divide Electric Cooperative, Inc., dated July 1, 2007.

7)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Delta-Montrose Electric Association, dated November 1, 2001.

8)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Empire Electric Association, Inc., dated July 1, 2007.

9)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Garland Light & Power Company, dated July 1, 2007.

10)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Gunnison County Electric Association, Inc., dated July 1, 2007.

11)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and High Plains Power, Inc., dated July 1, 2007.

12)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and High West Energy, dated July 1, 2007.

13)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Highline Electric Association, dated July 1, 2007.

14)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Jemez Mountains Electric Association, Inc., dated July 1, 2007.

15)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and K.C. Electric Association, dated July 1, 2007.

1

16)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and La Plata Electric Association, Inc., dated July 1, 2007.

17)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and The Midwest Electric Cooperative Corporation, dated July 1, 2007.

18)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Xxxx-San Xxxxxx Electric Cooperative, Inc., dated July 1, 2007.

19)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Xxxxxx County Rural Electric Association, dated July 1, 2007.

20)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Mountain Parks Electric, Inc., dated July 1, 2007.

21)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Mountain View Electric Association, Inc., dated July 1, 2007.

22)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Niobrara Electric Association, Inc., dated July 1, 2007.

23)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Northern Rio Arriba Electric Cooperative, Inc., dated July 1, 2007.

24)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Northwest Rural Public Power District, dated July 1, 2007.

25)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Xxxxx County Electric Cooperative, Inc., dated July 1, 2007.

26)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Panhandle Rural Electric Membership Association, dated July 1, 2007.

27)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Poudre Valley Rural Electric Association, Inc., dated July 1, 2007.

28)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Roosevelt Public Power District, dated July 1, 2007.

29)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and San Xxxxxx Electric Association, Inc., dated July 1, 2007.

30)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and San Xxxx Valley Rural Electric Cooperative, Inc, dated July 1, 2007.

31)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and San Xxxxxx Power Association, Inc., dated July 1, 2007.

32)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Sangre De Cristo Electric Association, Inc., dated July 1, 2007.

33)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Sierra Electric Cooperative, Inc., dated July 1, 2007.

2

34)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Xxxxxxx Electric Cooperative, Inc., dated July 1, 2007.

35)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Southeast Colorado Power Association, dated July 1, 2007.

36)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Southwestern Electric Cooperative, Inc., dated July 1, 2007.

37)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Springer Electric Cooperative, Inc., dated July 1, 2007.

38)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and United Power, Inc., dated July 1, 2007.

39)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Wheat Belt Public Power District, dated July 1, 2007.

40)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Wheatland Rural Electric Association, Inc., dated July 1, 2007.

41)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and White River Electric Association, Inc., dated July 1, 2007.

42)Contract for Wholesale Electric Service by and between Tri-State Generation and Transmission Association, Inc. and Wyrulec Company, dated July 1, 2007.

43)Wholesale Electric Service Contract between Tri-State Generation and Transmission Association, Inc. and Y-W Electric Association, Inc., dated July 1, 2007.

II

Contract No. 87-LAO-134 for Loveland Area Projects Firm Electric Service, dated April 28, 0000, xxxxxxx Xxxxxxx Xxxx Power Administration and Tri-State Generation and Transmission Association, Inc., as amended.

Contract No. 87-SLC-0025 for Salt Lake City Area Integrated Projects Firm Electric Service, dated March 9, 0000, xxxxxxx Xxxxxxx Xxxx Power Administration and Tri-State Generation and Transmission Association, Inc. (as successor in merger to Plains Electric Generation and Transmission Cooperative, Inc.), as amended.

Xxxxxxxx Xx. 00-XXX-000 xxx Xxxx Xxxx Xxxx Xxxx Integrated Projects Firm Electric Service, dated March 10, 0000, xxxxxxx Xxxxxxx Xxxx Power Administration and Tri-State Generation and Transmission Association, Inc., as amended.

Power Purchase Agreement, dated November 9, 1989, between PacifiCorp and Tri-State Generation and Transmission Association, Inc., as amended.

Power Purchase Agreement, dated as of October 20, 2003, between Springerville Unit 3 Holding LLC and Salt River Project Agricultural Improvement and Power District, as amended.  Pursuant to the Participation Agreement identified below, Tri-State became a party (as assignee of Springerville Unit 3 Holding LLC) to this agreement on July 28, 2006.

Power Purchase Agreement, dated January 21, 2008, between Brush Cogeneration Partners and Tri-State Generation and Transmission Association, Inc., as amended.

3

Power Purchase Agreement, dated March 31, 2008, between Thermo Cogeneration Partnership LP. and Tri-State Generation and Transmission Association, Inc., as amended.

Solar Energy Purchase Agreement, dated February 23, 2009 between First Solar Cimarron I, LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Energy Purchase Agreement, dated June 30, 2009, between Kit Xxxxxx Windpower, LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Wind Energy Purchase Agreement, dated February 28, 2012, between Colorado Highlands Wind, LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Energy Purchase Agreement for the Carousel Wind Farm, dated December 27, 2013, between Carousel Wind Farm, LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Contract No. 14-RMR-2535 for Loveland Area Projects Firm Electric Service, dated January 9, 0000, xxxxxxx Xxxxxxx Xxxx Power Administration and Tri-State Generation and Transmission Association, Inc., as amended.

Energy Purchase Agreement for the Twin Buttes II Wind Project, dated June 1, 2015, between Twin Buttes Wind II, LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Energy Purchase Agreement for the San Xxxxxx Solar Project, dated August 19, 2015, between San Xxxxxx Solar, LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Energy Purchase Agreement for the Xxxx Xxxx Solar Project, dated September 24, 0000, xxxxxxx XXX Xxxx Xxxx, LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Wholesale Power Contract for the Western Interconnection, dated September 27, 2017, between Basin Electric Power Cooperative and Tri-State Generation and Transmission Association, Inc.

Second Amended and Restated Wholesale Power Contract for the Eastern Interconnection, dated September 27, 2017, between Basin Electric Power Cooperative and Tri-State Generation and Transmission Association, Inc.

Contract No. 17-SLC-0859 for Salt Lake City Area Integrated Projects Firm Electric Service, dated March 29, 0000, xxxxxxx Xxxxxxx Xxxx Power Administration and Tri-State Generation and Transmission Association, Inc., as amended.

Power and Transmission Services Agreement, dated April 15, 1992, among Tri-State Generation and Transmission Association, Inc., Public Service Company of Colorado, and PacifiCorp Electric Operations, as amended.

Product Sales Agreement between Tri-State Generation and Transmission Association, Inc., (as successor in merger to Plains Electric Generation and Transmission Cooperative, Inc.) and Durango XxXxxxxx Paper Company (f/k/a XxXxxxxx Paper Company), dated November 11, 1992, as amended.

III

Xxxxx Station Unit Nos. 1 and 2 Agreements

Yampa Project Amended and Restated Participation Agreement, dated March 9, 1992, among PacifiCorp, Public Service Company of Colorado, Platte River Power Authority, Salt River Project Agricultural Improvement and Power District, and Tri-State Generation and Transmission Association, Inc.

Amended and Restated Common Facilities Agreement, dated March 9, 1992, among Project Participants.

4

Laramie River Station Nos. 1, 2 and 3 Agreements

Missouri Basin Power Project Laramie River Electric Generating Station and Transmission System Participation Agreement, effective May 25, 1977, among the Missouri Basin Power Project Participants, as amended.

Missouri Basin Power Project Laramie River Electric Generating Station and Transmission System Operating Supplement, dated November 15, 1979, among the Missouri Basin Power Project Participants, as amended.

Missouri Basin Power Project Laramie River Electric Generating Station and Transmission System Power and Energy Sales Supplement, dated January 25, 1982, among the Missouri Basin Power Project Participants, as amended.

Agreement between Tri-State Generation and Transmission Association, Inc. and Basin Electric Power Cooperative for Operation, Maintenance and Dispatching of Certain Transmission Facilities of the Missouri Basin Power Project, dated May 9, 1990, as amended.

Algodones Agreement

Algodones Participation Agreement Between Public Service Company of New Mexico and Tri-State Generation and Transmission Association, Inc., dated effective July 1, 2000, as amended.

Springerville Unit No. 3

Springerville Project Agreement dated as of April 15, 1987, among Tucson Electric Power Company, San Xxxxxx Resources Inc., Tri-State Generation and Transmission Association, Inc. and Springerville Four, LLC, as amended.

Participation Agreement dated as of October 21, 2003 among Tri-State Generation and Transmission Association, Inc., as Construction Agent and as Lessee, Xxxxx Fargo Delaware Trust Company, not in its individual capacity, except as expressly provided herein, but solely as Independent Manager, Springerville Unit 3 Holding LLC, as Owner Lessor, Springerville Unit 3 OP LLC, as Owner Participant, and Wilmington Trust Company, not in its individual capacity but solely as Series A Pass Through Trustee and Series B Pass Through Trustee and as Indenture Trustee.

Support and Operating Agreement by and between Springerville Unit 3 Holding LLC, as Owner of the Springerville Expansion Project – Unit 3 and Tucson Electric Power Company, as Owner, Lessee and Operator of the Springerville Generation Station, dated as of October 20, 2003, as amended.  Pursuant to the Participation Agreement identified above, Tri-State became a party (as assignee of Springerville Unit 3 Holding LLC) to this agreement on July 28, 2006.

Shared Facilities Agreement, dated as of October 20, 2003, by and between Springerville Unit 3 Holding LLC and Springerville Four, LLC, as amended.  Pursuant to the Participation Agreement identified above, Tri-State became a party (as assignee of Springerville Unit 3 Holding LLC) to this agreement on July 28, 2006.

Springerville Units 3 & 4 Shared Improvements Agreement, dated as of December 1, 2010, by and between Salt River Project Agricultural Improvement and Power District and Tri-State Generation and Transmission Association, Inc., as amended.

5

EXHIBIT E-32

Description of the Secured Obligations Under This Indenture

On the Date of Execution and Delivery of this Indenture

Tri-State Generation and Transmission Association, Inc. Electric System

Secured Obligation (Credit Agreement) Series 2018A 

Issue Date		Stated Principal Amount	Interest Rate(s)	Stated Maturity Date
4/25/2018		$650,000,000.00	N/A*	4/25/2023

* This note provides for future advances with the interest rate to be determined at the time of the future advance.

E-32

EXHIBIT H-35

to the Supplemental Master Mortgage Indenture No. 41

A full copy of the Forty-first Supplemental Indenture with the Exhibit H-35 relevant to each individual state is being filed of record with the Secretary of State of each of the States of Arizona, Colorado, Kansas, Nebraska, New Mexico and Wyoming.  Counterparts of this Forty-first Supplemental Indenture that are being filed in counties in Arizona, Colorado, Kansas, Nebraska and Wyoming contain an Exhibit H-35 which identifies the recording data of the Original Indenture, the First Supplemental Indenture through the Twenty-fourth Supplemental Indenture, and the Twenty-sixth Supplemental Indenture through the Fortieth Supplemental Indenture for that county for the purpose of providing access to the full and complete descriptions of all property encumbered thereby (less property released of record) and in the case of filings in Kansas, Nebraska and Wyoming, full descriptions of property encumbered in that applicable county in Kansas, Nebraska and Wyoming.  In New Mexico, a notice of the recordings filed in the public utility filings of the New Mexico Secretary of State is filed in each appropriate New Mexico county.  There is no Twenty-fifth Supplemental Indenture.

Exhibit H-35 cover page to Supplemental Master Mortgage Indenture Xx. 00

XXXXXXX X-00

RECORDING INFORMATION FOR

____________ COUNTY, [STATE]

County	Document	Recording Information	Date of Recording
	Original Indenture
	Supplement 1
	Supplement 2
	Supplement 3
	Supplement 4
	Supplement 5
	Supplement 6
	Supplement 7
	Supplement 8
	Supplement 9
	Supplement 10
	Supplement 11
	Supplement 12
	Supplement 13
	Supplement 14
	Supplement 15
	Supplement 16
	Supplement 17
	Supplement 18
	Supplement 19
	Supplement 20
	Supplement 21
	Supplement 22
	Supplement 23
	Supplement 24
	Supplement 26*
	Supplement 27
	Supplement 28
	Supplement 29
	Supplement 30
	Supplement 31
	Supplement 32
	Supplement 33
	Supplement 34
	Supplement 35
	Supplement 36
	Supplement 37
	Supplement 38
	Supplement 40

*Supplement 25 was skipped and will not be used.