Tri-State Generation and Transmission Association, Inc. First Mortgage Bonds, Series 2014EExchange and Registration Rights Agreement • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc. • New York
Tri-State Generation and Transmission Association, Inc., a Colorado wholesale electric power generation and transmission cooperative corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $500,000,000 in aggregate principal amount of its 3.70% First Mortgage Bonds, Series 2014E-1, due 2024 and 4.70% First Mortgage Bonds, Series 2014E-2, due 2044. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
RETENTION AGREEMENT FOR PATRICK L. BRIDGESRetention Agreement • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc. • Colorado
This Retention Agreement (hereinafter “Agreement”) is made effective as of the 30th day of April, 2014 (the “Effective Date”), by and between Tri-State Generation and Transmission Association, Inc. (the “Employer”) and Patrick L. Bridges (“Executive”). Both the Employer and Executive are hereinafter jointly referred to as “Parties” in this Agreement.
TRI - STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. WHOLESALE ELECTRIC SERVICE CONTRACTWholesale Electric Service Contract • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc.
This CONTRACT, made this 1st day of July, 2007, between TRI - STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. (hereinafter called the “Seller”), a corporation organized and existing under the laws of the State of Colorado, authorized to do business in the States of Wyoming and New Mexico, and domesticated in the State of Nebraska, and Big Horn Rural Electric Company (hereinafter called the “Member”), a corporation organized and existing under the laws of the State of Wyoming;
RETENTION AGREEMENT FOR JENNIFER GODIN GOSSRetention Agreement for Jennifer Godin Goss • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc. • Colorado
This Retention Agreement (hereinafter “Agreement”) is made effective as of the 30th day of April, 2014 (the “Effective Date”), by and between Tri-State Generation and Transmission Association, Inc. (the “Employer”) and Jennifer Godin Goss (“Executive”). Both the Employer and Executive are hereinafter jointly referred to as “Parties” in this Agreement.
TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. $180,000,000 3.90% First Mortgage Obligations, Series 2014B Notes, Tranche 1 due 2033 $20,000,000 4.30% First Mortgage Obligations, Series 2014B Notes, Tranche 2 due 2039 $550,000,000 4.45% First...2014 Note Purchase Agreement • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc. • New York
Tri-State Generation and Transmission Association, Inc., a wholesale electric power generation and transmission cooperative corporation operating on a not-for-profit basis under the laws of the State of Colorado (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. $190,000,000 6.00% First Mortgage Obligations, Series 2009C Notes, Tranche 1 due April 8, 2019 $110,000,000 6.31% First Mortgage Obligations, Series 2009C Notes, Tranche 2 due April 8, 2021Series 2009c Note Purchase Agreement • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc. • New York
Tri-State Generation and Transmission Association, Inc., a wholesale electric power generation and transmission cooperative corporation operating on a not-for-profit basis under the laws of the State of Colorado (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
SUPPLEMENTAL MASTER MORTGAGE INDENTURE NO. 23 Between TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. And WELLS FARGO BANK, NATIONAL ASSOCIATION as Master Trustee dated effective as of June 8, 2010 Supplemental to Master First Mortgage...Supplemental Master Mortgage Indenture • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc. • Colorado
THIS SUPPLEMENTAL MASTER MORTGAGE INDENTURE NO. 23, dated and effective as of June 8, 2010 (this “Twenty-third Supplemental Indenture”), is between WELLS FARGO BANK, NATIONAL ASSOCIATION, (as successor through consolidation to Wells Fargo Bank West, 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”).
CREDIT AGREEMENT Dated as of July 29, 2011 among TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC., as the Borrower, COBANK, ACB, as Joint Lead Arranger and Joint Book Manager and an L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH...Credit Agreement • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc. • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July 29, 2011, among TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), COBANK, ACB, as Joint Lead Arranger, Joint Book Manager and an L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arranger and Joint Book Manager, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
EXHIBIT “A” MISSOURI BASIN POWER PROJECT LARAMIE RIVER ELECTRIC GENERATING STATION AND TRANSMISSION SYSTEM PARTICIPATION AGREEMENT AMONG BASIN ELECTRIC POWER COOPERATIVE TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. MISSOURI BASIN PUBLIC...Participation Agreement • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc. • Wyoming
This Agreement represents the joint efforts of the six parties described in Section 1 of this Agreement. The purpose of this Preamble is to explain in summary form how the Agreement came about and the intentions of the parties to the Agreement so that the balance of the Agreement may be better understood and interpreted in light of the understandings of the parties.
SUPPLEMENTAL MASTER MORTGAGE INDENTURE NO. 24 Between TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC. And WELLS FARGO BANK, NATIONAL ASSOCIATION as Master Trustee dated effective as of October 8, 2010 Supplemental to Master First Mortgage...Power Purchase Agreement • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc. • Colorado
THIS SUPPLEMENTAL MASTER MORTGAGE INDENTURE NO. 24, dated and effective as of October 8, 2010 (this “Twenty-fourth Supplemental Indenture”), is between WELLS FARGO BANK, NATIONAL ASSOCIATION, (as successor through consolidation to Wells Fargo Bank West, 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”).
PARTICIPATION AGREEMENT Dated as of October 21, 2003 among TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC., as Construction Agent and as Lessee, WELLS FARGO DELAWARE TRUST COMPANY, not in its individual capacity, except as expressly provided...Participation Agreement • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc. • New York
This PARTICIPATION AGREEMENT, dated as of October 21, 2003, among (i) TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC., a Colorado cooperative corporation, (ii) WELLS FARGO DELAWARE TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, except as expressly provided herein, but solely as Independent Manager under the LLC Agreement, (iii) SPRINGERVILLE UNIT 3 HOLDING LLC, a Delaware limited liability company, as Owner Lessor, (iv) SPRINGERVILLE UNIT 3 OP LLC, a Delaware limited liability company, as Owner Participant and (v) WILMINGTON TRUST COMPANY, a banking corporation organized and existing under the laws of the State of Delaware, not in its individual capacity, but solely as trustee under the Series A Pass Through Trust Agreement and the Series B Pass Through Trust Agreement and as Indenture Trustee.
AMENDED AND SUBSTITUTED WHOLESALE POWER CONTRACT by and between BASIN ELECTRIC POWER COOPERATIVE and TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION, INC.Wholesale Power Contract • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc. • Nebraska
THIS AGREEMENT, Made as of January 16, 1975, between Basin Electric Power Cooperative (hereinafter called the “Seller”), a corporation organized and existing under the laws of the State of North Dakota, and Tri-State Generation and Transmission Association, Inc. (hereinafter called the “Member”), a corporation organized and existing under the laws of the State of Colorado:
RETENTION AGREEMENT FOR JOHN O’FLANNIGANRetention Agreement for John O’flannigan • April 22nd, 2015 • Tri-State Generation & Transmission Association, Inc. • Colorado
This Retention Agreement (hereinafter “Agreement”) is made effective as of the 30th day of April, 2014 (the “Effective Date”), by and between Tri-State Generation and Transmission Association, Inc. (the “Employer”) and John O’Flannigan (“Executive”). Both the Employer and Executive are hereinafter jointly referred to as “Parties” in this Agreement.
