SUPPLEMENTAL MASTER MORTGAGE INDENTURE NO. 46 Between TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. And U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee dated effective as of December 19, 2023 Supplemental to Master First Mortgage...


Exhibit 4.1.7
Between
TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC.
And
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
dated effective as of December 19, 2023
Supplemental to
Master First Mortgage Indenture,
Deed of Trust and Security Agreement
Xxxxxxx, Restated and Effective as of December 15, 1999,
as further supplemented to date
In connection with
Series 2023B 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 00-0000000



TABLE OF CONTENTS
Page
Parties1
Recitals1
ARTICLE I – TRUST ESTATE
Section 1.01    Confirmation of Granting Clause2
Section 1.02    Supplemental Grant2
ARTICLE II – DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 2.01    Definitions of Words and Terms3
Section 2.02    Conflicts with Supplemental Indentures3
ARTICLE III – AUTHORIZATION AND TERMS OF THE SERIES 2023B SECURED OBLIGATION
Section 3.01    Authorization of Series 2023B Secured Obligation4
Section 3.02    Persons Deemed Holder5
Section 3.03    Additional Secured Obligations to be Equally Secured5
Section 3.04    Registration, Transfer and Exchange6
Section 3.05    Payments on the Series 2023B Secured Obligation6
Section 3.06    Redemption and Prepayment6
ARTICLE IV – SUPPLEMENTS TO CERTAIN EXHIBITS
Section 4.01    Supplements to Exhibits to Original Indenture6
ARTICLE V – REPRESENTATIONS AND WARRANTIES
Section 5.01    Representations and Warranties6
Section 5.02    Covenants under the Original Indenture6
ARTICLE VI – MISCELLANEOUS PROVISIONS
Section 6.01    Ratification of Indenture7
Section 6.02    Benefits of Indenture7
Section 6.03    Provisions of the Indenture to Control7
Section 6.04    Binding Effect7
Section 6.05    Severability Clause7
Section 6.06    Execution in Counterparts7
Section 6.07    Governing Law8
Section 6.08    Effect of Headings and Table of Contents8
Section 6.09    Successors and Assigns8
Section 6.10    Entire Agreement8
Section 6.11    Acceptance of Trust8





Attachment 1Summary of Terms for the Series 2023B Secured Obligation
Exhibit A-39Certain Additional Real Property
Exhibit BList of Certain Contracts Subject to the Lien of the Indenture
Exhibit E-36Description of Series 2023B Secured Obligation
Exhibit H-40Recording Data of the Original Indenture, the First Supplemental Indenture through the Twenty-fourth Supplemental Indenture, and the Twenty-sixth Supplemental Indenture through the Forty-fifth 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 Nebraska and Wyoming, full descriptions of property encumbered in Nebraska and Wyoming. There is no Twenty-fifth Supplemental Indenture.



THIS SUPPLEMENTAL MASTER MORTGAGE INDENTURE NO. 46, dated and effective as of December 19, 2023 (this “Forty-sixth Supplemental Indenture”), is between U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor trustee to U.S. Bank National Association), a national banking association having a corporate trust office in Denver, 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 forty-four 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 Loan Agreement, dated as of December 19, 2023 (the “2023 CFC Agreement”), between the Company and the National Rural Utilities Cooperative Finance Corporation (“CFC”), the Company has issued one (1) promissory note, CFC Note 9083 (as more particularly described in Exhibit E-36 and Attachment 1, the “Series 2023B Note”), which is issued to provide liquidity, as a committed take out of Long-Term Debt, and for other general corporate purposes, to be known as the Tri-State Generation and Transmission Association, Inc. Electric System Secured Obligation Series 2023B (the “Series 2023B Secured Obligation”) and to further supplement the Original Indenture by this Forty-sixth Supplemental Indenture in order to authorize the Series 2023B 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 Series 2023B Note as the Series 2023B Secured Obligation and deliver it to CFC, and such Series 2023B 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, pursuant to Section 9.01 of the Original Indenture, the Company, without the consent of the Holders, is authorized to make certain amendments to the Original Indenture; and

WHEREAS, the Original Indenture has been filed of record in the official public records as described more particularly on Exhibit H-40 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-sixth 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-sixth Supplemental Indenture having in all respects been duly authorized, the Original Indenture as amended by this Forty-sixth 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 2023B 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 2023B 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 2023B Secured Obligation is secured, and in consideration of the premises and of the acceptance of the Series 2023B Secured Obligation, by the Holders thereof, the Company by these presents does grant, bargain, 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-39 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 Forty-fifth 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 Forty-fifth 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-sixth 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:

“Forty-sixth Supplemental Indenture” shall mean the Supplemental Master Mortgage Indenture No. 46, between the Company and the Trustee, dated effective as of December 19, 2023.

“Series 2023B Secured Obligation” shall mean the Tri-State Generation and Transmission Association, Inc. Electric System Secured Obligation, Series 2023B, designated on Exhibit E-36, authorized by the Original Indenture as amended and supplemented by the Forty-sixth Supplemental Indenture.

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-sixth 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-sixth Supplemental Indenture so long as such Supplemental Indenture is in effect.

ARTICLE III – AUTHORIZATION AND TERMS OF THE SERIES 2023B SECURED OBLIGATION
Section 3.01 Authorization of Series 2023B Secured Obligation.
a.The Company hereby authorizes the authentication of one (1) promissory note, dated effective as of December 19, 2023, issued by the Company to CFC in the principal amount of $100,000,000.00. Such note shall constitute the Tri-State Generation and Transmission Association, Inc. Electric System Secured Obligation, Series 2023B. The Holder of the Series 2023B Secured Obligation is CFC, 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 2023B Secured Obligation is being issued for the purpose of providing liquidity, as a committed take out of Long-Term Debt, and for other general corporate purposes. The Series 2023B Secured


Obligation shall be issued in the form and with the interest payment dates and maturity dates and at the rates of interest set forth in the 2023 CFC Agreement and the Series 2023B Secured Obligation. The terms of repayment and prepayment of such Series 2023B Secured Obligation shall be as set forth in the 2023 CFC Agreement and the Series 2023B Secured Obligation.

c.The Series 2023B Secured Obligation shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on the Series 2023B 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 the Series 2023B 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 the Series 2023B Secured Obligation shall be as set forth below:

Certificate of Authentication for the Series 2023B 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.

    (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.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

By _____________________________________
Authorized Signatory

(d) Pursuant to Section 2.02(b) of the Original Indenture, attached hereto as Attachment 1 is a summary of the terms of the note for the Series 2023B Secured Obligation. Also attached hereto is Exhibit E-36, a description of the principal amount, maturity date, interest rate, and other terms of the note constituting the Series 2023B 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 2023B 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 2023B 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 2023B Secured Obligation.
Payment on the Series 2023B Secured Obligation shall be made in the manner and in accordance with the 2023 CFC Agreement and the Series 2023B Secured Obligation. The Company shall serve as the Paying Agent for the Series 2023B Secured Obligation, and the Place of Payment of the Series 2023B 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 2023B Secured Obligation shall be redeemable or prepayable, including the payment of a make-whole amount and prepayment administrative fee, if applicable, in accordance with the terms of the instruments evidencing and relating to such Series 2023B Secured Obligation and the 2023 CFC Agreement.

ARTICLE IV – SUPPLEMENTS TO CERTAIN EXHIBITS
Section 4.01 Supplements to Exhibits to Original Indenture.
Exhibits A and E attached to the Original Indenture, as previously supplemented, are hereby supplemented by Exhibit A-39 and Exhibit E-36 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. Exhibit H-40 is hereby incorporated into the Indenture as attached hereto. All Exhibits and Attachments are incorporated herein by reference.

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-sixth Supplemental Indenture and to issue the Series 2023B 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-sixth Supplemental Indenture and the Series 2023B 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 2023B Secured Obligation have been satisfied.

Section 5.02 Covenants under the Original Indenture.
The Company confirms, covenants and agrees that so long as the Series 2023B Secured Obligation remains 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 2023B 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-sixth 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-sixth 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-sixth Supplemental Indenture, and as otherwise amended and supplemented from time to time. Except as amended and supplemented by this Forty-sixth 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-sixth 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-sixth 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-sixth Supplemental Indenture.



Section 6.04 Binding Effect.
All the covenants, stipulations, promises and agreements in this Forty-sixth 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-sixth 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.

Section 6.06 Execution in Counterparts.
This Forty-sixth 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-sixth 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-sixth 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-sixth Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 6.10 Entire Agreement.
This Forty-sixth 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]



IN WITNESS WHEREOF, the parties hereto have caused this Forty-sixth 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/ Xxxxxxx X. Xxxxxxx
[SEAL]
Xxxxxxx X. Xxxxxxx
Senior Vice President and Chief Financial Officer
Tri-State Generation and Transmission Association, Inc.
0000 X. 000xx Xxxxxx
Westminster, Colorado 80234
    

ATTEST:
By: /s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Secretary

STATE OF COLORADO        )
)    ss.
COUNTY OF XXXXX        )

The foregoing instrument was acknowledged before me this 18th day of December 2023, by Xxxxxxx X. Xxxxxxx, Senior Vice President and Chief Financial Officer of Tri-State Generation and Transmission Association, Inc.
Witness my hand and official seal.
/s/ Xxxxxx Xxxxxx Xxxxx
Notary Public
(Notary Seal)


Signature page for Supplemental Master Mortgage Indenture No. 46
Supplement 46 - Final – S-1


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:    /s/ Xxxxxxx XxXxxxx
Xxxxxxx XxXxxxx
Vice President
U.S. Bank Trust Company, National Association
000 00xx Xxxxxx, 0xx Floor
Denver, CO 80202

STATE OF COLORADO        )
)    ss.
COUNTY OF DENVER        )

The foregoing instrument was acknowledged before me this 14th day of December 2023, by Xxxxxxx XxXxxxx, Vice President of U.S. Bank Trust Company, National Association.
Witness my hand and official seal.
/s/ Xxxxxxxx X. Xxxxxxx
Notary Public
(Notary Seal)

Signature page for Supplemental Master Mortgage Indenture No. 46

Supplement 46 - Final – S-2


ATTACHMENT 1
TO

Summary of Terms for Series 2023B Secured Obligation

Series 2023B Secured Obligation

Secured Promissory Note, Series 2023B CFC Note 9083:
Borrower: Tri-State Generation and Transmission Association, Inc.
Lender: National Rural Utilities Cooperative Finance Corporation
Principal: $100,000,000.00
Interest Rate(s): This note provides for the interest rate to be determined on or prior to the time of the advance.
Maturity Date: 12/30/2050
Issue Date: 12/19/2023


EXHIBIT A-39


A full copy of the Forty-sixth Supplemental Indenture with the full Exhibit A-39 relevant to each individual state is being filed of record with the Secretary of State of each of the States of Arizona, Colorado, Nebraska, New Mexico and Wyoming. Counterparts of this Forty-sixth Supplemental Indenture that are being filed in counties in Arizona, Colorado, Nebraska and Wyoming contain an Exhibit A-39 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 B

Amended and Restated Exhibit B to the Indenture

(Supplemental Master Mortgage Indenture No. 46)

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 Empire Electric Association, Inc., dated July 1, 2007.

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2


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

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

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

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

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

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

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

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

42) 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, 1987, between Western Area 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, 1989, between Western Area Power Administration and Tri-State Generation and Transmission Association, Inc. (as successor in merger to Plains Electric Generation and Transmission Cooperative, Inc.), as amended.

Contract No. 87-LAO-172 for Salt Lake City Area Integrated Projects Firm Electric Service, dated March 10, 1989, between Western Area Power Administration 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.

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.


3

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, 2015, between Western Area 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, 2015, between TPE 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, 2018, between Western Area Power Administration and Tri-State Generation and Transmission Association, Inc., as amended.

Amended and Restated Solar Energy Purchase Agreement for the Spanish Peaks Solar Project, dated December 8, 2023, between Spanish Peaks Solar LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Wind Energy Purchase Agreement for the Crossing Trails Wind Farm, dated February 5, 2019, between Crossing Trails Wind Power Project LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Solar Energy Purchase Agreement for the Axial Basin Solar Project, dated December 10, 2019, between Axial Basin Solar LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Solar Energy Purchase Agreement for the Xxxxxxx Canyon Solar Project, dated December 10, 2019, between Xxxxxxx Canyon Solar LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Solar Energy Purchase Agreement for the Xxxxxxxxx Solar Project, dated December 10, 2019, between Xxxxxxxxx Solar, LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Amended and Restated Solar Energy Purchase Agreement for the Spanish Peaks II Solar Project, dated December 8, 2023, between Spanish Peaks Solar LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Wind Energy Purchase Agreement for the Niyol Wind Energy Project, dated December 18, 2019, between Niyol Wind, LLC and Tri-State Generation and Transmission Association, Inc., as amended.

Restatement of 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.

III

Xxxxx Station Unit Nos. 1 and 2 Agreements


4

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.

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-36
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.
Secured Obligation Series 2023B

Note No.Execution DateStated Principal AmountInterest Rate(s)Stated Maturity Date
908312/19/2023$100,000,000.00TBD12/30/2050



E-36

EXHIBIT H-40

to the Supplemental Master Mortgage Indenture No. 46

A full copy of the Forty-sixth Supplemental Indenture with the Exhibit H-40 relevant to each individual state is being filed of record with the Secretary of State of each of the States of Arizona, Colorado, Nebraska, New Mexico and Wyoming. Counterparts of this Forty-sixth Supplemental Indenture that are being filed in counties in Arizona, Colorado, Nebraska and Wyoming contain an Exhibit H-40 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 Forty-fifth 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 Nebraska and Wyoming, full descriptions of property encumbered in that applicable county in 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-40 cover page to Supplemental Master Mortgage Indenture No. 46

EXHIBIT H-40
RECORDING INFORMATION FOR
____________ COUNTY, [STATE]
CountyDocumentRecording InformationDate 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 41
Supplement 42
Exhibit H-40 to Supplemental Master Mortgage Indenture No. 46

Supplement 43
Supplement 44
Supplement 45
*Supplement 25 was skipped and will not be used.
Exhibit H-40 to Supplemental Master Mortgage Indenture No. 46
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Filed: March 15th, 2024
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