September 26, 1996
Mr. Michael Jones, CCTS
Assistant Vice President
First Trust National Association
601 Union Street, Suite 2120
Seattle, WA 98101
Subject: Request for Execution and Delivery of CoBank-4 Bond
Dear Mr. Jones:
Enclosed are the following original documents, including attachments, in
connection with the CoBank-4 bond in the amount of $23,500,000:
Opinion of Counsel,
Board Resolution,
First Mortgage Bond,
Certificate as to Bondable Additions No. 4,
Available Margins Certificate, and
Officers Certificate.
I have also enclosed a set of these documents for your files. Please execute the
bond and deliver it to the attention of John McFarlane at CoBank, P.O. Box 5110,
Denver, Colorado 80217. Would you also please provide Chugach a copy of the
executed bond for our files.
Thank you for your assistance in this transaction.
Sincerely,
/s/ Evan J. Griffith, Jr.
Evan J. Griffith, Jr.
Executive Manager, Finance & Planning
Enclosures Bond/letter
First Trust National Association, as Trustee
September 26, 1996
Page 2
September 26, 1996
First Trust National Association, as Trustee
601 Union Street, Suite 2120
Seattle, Washington 98101
Attention: Michael Jones, Trust Officer
Re: Opinion of Counsel and Title Evidence in connection
with issuance of First Mortgage Bond, CoBank Series
Ladies and Gentlemen:
This letter constitutes the opinion of General Counsel for Chugach Electric
Association, Inc. ("Chugach") pursuant to Sections 5.01C, 5.01E, 5.02(5),
5.02(6), 5.02(7) and 5.03D of the Indenture of Trust dated as of September 15,
1991 between Chugach and First Trust National Association, successor-in-interest
to Security Pacific Bank Washington, N.A., as Trustee (the "Trustee") (as
amended by the First, Second, Third, Fourth, Fifth and Sixth Supplemental
Indentures thereto, dated March 17, 1993, May 19, 1994, June 29, 1994, March 1,
1995, September 6, 1995, and April 3, 1996 respectively, the "Indenture of
Trust") and the terms used in this opinion shall have the meanings established
therein. I have based my opinion on my review of the following records and
documents associated with the issuance of a First Mortgage Bond, CoBank Series
in the original principal amount of $23,500,000 Dollars (the "Bond") pursuant to
the Third Supplemental Indenture of Trust dated June 29, 1994 (the "Third
Supplemental Indenture"), which review is in my opinion sufficient to enable me
to express an informed opinion on the matters discussed in this letter:
The Bond;
Indenture of Trust;
Credit Agreement between Chugach and National Bank for Cooperatives
(predecessor to CoBank, ACB)("CoBank") dated June 22, 1994;
Board Resolution dated April 3, 1996, authorizing the issuance of a
First Mortgage Bond to CoBank pursuant to the Third Supplemental
Indenture;
Officers' Certificate dated September 26, 1996, signed by the General
Manager
First Trust National Association, as Trustee
September 26, 1996
Page 3
and the Executive Manager, Finance and Planning;
Available Margins Certificate dated September 26, 1996;
Certificate as to Bondable Additions No. 4 dated September 26, 1996;
The articles of incorporation of Chugach (including all amendments
thereto); and
The bylaws of Chugach as in effect on the date hereof.
Based on my review of the above records and my knowledge of Chugach as General
Counsel, I am of the opinion that:
(1) no tax, recording or filing law requirements apply to the
issuance of the Bond;
(2) no authorization, approval or consent by any Federal, state or
other governmental regulatory agency is required for the issuance of the Bond;
(3) all conditions precedent provided for in the Indenture of Trust
relating to the authentication and delivery of the Bond to CoBank have been
complied with;
(4) the Bond, when executed by Chugach and authenticated and delivered
by the Trustee and when issued by Chugach will be the legal, valid and binding
obligation of Chugach enforceable in accordance with its terms and the terms of
the Indenture of Trust (subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles) and entitled to
the benefits of and secured by the lien of the Indenture of Trust equally and
ratably with all other Outstanding Secured Bonds;
(5) none of the Trust Estate is subject to any Prior Lien other
than Prior Liens permitted by Section 14.06 of the Indenture of Trust;
(6) no instruments, other than the Indenture of Trust, are necessary to
vest in the Trustee as a part of the Trust Estate all right, title and interest
of Chugach in and to all Property Additions to which the Certificate as to
Bondable Additions refers;
(7) with respect to all Property Additions to which the Certificate as
to Bondable Additions refers that are located or constructed on, over or under
public highways, rivers, waters or other public property, Chugach has the lawful
right under permits or franchises granted by a governmental body having
jurisdiction in the premises or by law to maintain and operate such Property
Additions for an unlimited, indeterminate or indefinite period of time
First Trust National Association, as Trustee
September 26, 1996
Page 4
or for the period, if any, specified in such permit, franchise or law, and to
remove such property at the expiration of the period covered by such permit,
franchise or law, or the terms of such permit, franchise or law require any
public authority having the right to take over such property to pay fair
consideration therefor.
(8) Chugach has corporate power to own and operate all Property
Additions to which the Certificate as to Bondable Additions refers;
(9) the Indenture of Trust is a lien upon all Property Additions
described in the Certificate as to Bondable Additions (except such as have been
Retired) free and clear of any Prior Liens except to the extent otherwise
provided in Section 6.02D(2) of the Indenture of Trust;
(10) the documents which have been or are herewith delivered to the
Trustee conform to the requirements of the Indenture of Trust for an Application
for the authentication and delivery of the Bond and, upon the basis of the
Application, all conditions precedent provided for in the Indenture of Trust
relating to authentication and delivery of the Bond have been complied with;
(11) Chugach has title to the Property Additions described in the
Certificate as to Bondable Additions (except as have been Retired), free and
clear of any Prior Liens (except to the extent otherwise permitted by the
proviso to Section 6.02D(2) of the Indenture of Trust and except for Permitted
Encumbrances), and Chugach has duly obtained any easements or rights-of-way
which are described in the Certificate as to Bondable Additions, subject only to
Permitted Encumbrances; and
(12) to the extent Chugach's Application for authentication and
delivery of the Bond is based on satisfaction of the conditions described in
Section 5.03 of the Indenture of Trust, the evidence of repurchase of Bonds that
has been delivered to the Trustee conforms to the requirements of the Indenture
of Trust and, upon the basis of the relevant Application, the conditions
precedent to authentication and delivery of the Bond under Article Five of the
Indenture of Trust have been satisfied.
Pursuant to the definition of "Title Evidence" contained in Section 1.01 of the
Indenture of Trust, each of the foregoing opinions to the effect that Chugach
has title to any portion of the Trust Estate shall be deemed to be an opinion
only that Chugach has such title as in my opinion is satisfactory for the use
thereof in connection with its operations and is qualified by and subject to any
irregularity or deficiency in the record evidence of title which, in my opinion,
can be cured by proceedings within the power of Chugach or does not
substantially impair the usefulness of such property for the purposes of
Chugach.
This opinion is limited to the federal laws of the United States of America and
the laws of the State of Alaska, and I disclaim any opinion as to the laws of
any other jurisdiction.
This opinion is rendered to you in connection with the issuance of the Bond and
is solely for your benefit. This opinion may not be relied upon by any other
person, firm, corporation or other entity without my prior written consent. I
disclaim any obligation to advise you of any change of law that occurs, or any
facts of which I become aware, after the date of this opinion.
Sincerely,
CHUGACH ELECTRIC ASSOCIATION, INC.
/S/ Donald W. Edwards
Donald W. Edwards
General Counsel
I:\cobnk235.ltr
WHEREAS, the Board of Directors has previously approved and Chugach
Electric Association, Inc. ("Chugach") has entered into a Third Supplemental
Indenture of Trust dated as of June 29, 1994 between Chugach and Seattle-First
National Bank ("Third Supplemental Indenture") amending and supplementing that
Indenture of Trust dated as of September 15, 1991 (as heretofore amended, the
"Indenture") and establishing a new series of bonds to be designated First
Mortgage Bonds, CoBank Series, to be issued to Cobank, ACB (successor by merger
to National Bank for Cooperatives ("CoBank") pursuant to a Credit Agreement
dated June 22, 1994 from time to time to secure advances made by CoBank;
WHEREAS, it is in the best interest of Chugach for the Board of
Directors to authorize the issuance of a bond to CoBank under the Third
Supplemental Indenture for the purpose of securing indebtedness for
$23,500,000.00.
NOW THEREFORE BE IT RESOLVED, that the Board of Directors hereby
requests the authentication and delivery of a First Mortgage Bond, CoBank Series
(designated CoBank- 4), in the principal amount of $23,500,000.00, under
Sections 5.02 and 5.03 of the Indenture;
BE IT FURTHER RESOLVED, that the President, Vice President, Treasurer,
Secretary, General Manager and Executive Managers of Chugach, or any of them
(the "Officers and Managers") are and each of them hereby is, authorized,
empowered and directed, for and on behalf of Chugach, to execute and deliver, 1)
the First Mortgage Bond, CoBank Series, in the amount of $23,500,000.00, to bear
interest at the CoBank Fixed Rate Option in substantially the form attached
hereto, and 2) any Company Request, Application, Company Order or other document
or instrument that such person deems necessary or desirable in connection with
the issuance of such bond;
BE IT FURTHER RESOLVED, that the execution by such Officers and
Managers of the said Bond, instrument or other document and the doing by them of
any act in connection with the foregoing matters shall conclusively establish
their authority therefor from Chugach.
Certification
I, Mary Minder , do hereby certify that I am Secretary of Chugach Electric
Association, Inc. an electric non-profit cooperative membership corporation
organized and existing under the laws of the State of Alaska; that the foregoing
is a complete and correct copy of a resolution adopted at a meeting of the Board
of Directors of this corporation, duly and properly called and held on the 25th
day of September , 19 96; that a quorum was present at the meeting; that the
resolution is set forth in the minutes of the meeting and has not been rescinded
or modified.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
this corporation this 25th day of September , 1996.
/s/ Mary Minder
(Seal) Secretary
THIS FIRST MORTGAGE BOND, CoBANK SERIES, HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION
UNDER SUCH ACT OR IN RELIANCE UPON AN APPLICABLE EXEMPTION FROM
REGISTRATION UNDER SUCH ACT.
Chugach Electric Association, Inc.
First Mortgage Bond, CoBank Series, Due 6/15/22
No. CoBank-4 $23,500,000.00
Chugach Electric Association, Inc., an Alaska electric cooperative
(herein called the "Company", which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CoBank (the "Lender"), or registered assigns, (1) the
principal sum of $23,500,000.00 Dollars, (2) interest (computed on the basis of
a 360 day year) thereon, from the date of issuance, at the rate or rates
hereafter provided for, which interest shall be payable on each Regular Interest
Payment Date with respect to the principal balance Outstanding from time to time
during the calendar month most recently ended prior to such Regular Interest
Payment Date, and (3) a Redemption Premium in the amounts (if any) hereinafter
provided. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture described on the
reverse hereof, be paid to the Person in whose name this Bond (or one or more
predecessor Bonds) is registered at the close of business on the Regular Record
Date (as defined below) for such interest. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may be paid to the Person in whose name this Bond
(or one or more Predecessor Bonds) is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Bonds of this series
not less than 10 days prior to such Special Record Date.
Payments of the principal of (and premium, if any) and interest on this
Bond shall be made to the Holder hereof by wire transfer of immediately
available funds. Wire transfers will be made to ABA #307088754 for advice to and
credit of CoBank (or to such other account as the Holder hereof may designate by
notice) and shall be in time to be received prior to 1:00 p.m., Alaska time, on
the date each payment is due.
This Bond will mature on the date stated above. Interest only shall be
due until the first Principal Payment Date. The principal amount of this Bond
shall be repaid in accordance with the following amortization schedule:
Date 06/15/03 Principal Amount Due $ 452,151
Date 06/15/04 Principal Amount Due $ 493,500
Date 06/15/05 Principal Amount Due $ 538,616
Date 06/15/06 Principal Amount Due $ 587,859
Date 06/15/07 Principal Amount Due $ 641,586
Date 06/15/08 Principal Amount Due $ 700,156
Date 06/15/09 Principal Amount Due $ 764,198
Date 06/15/10 Principal Amount Due $ 834,071
Date 06/15/11 Principal Amount Due $ 910,311
Date 06/15/12 Principal Amount Due $ 993,458
Date 06/15/13 Principal Amount Due $1,084,319
Date 06/15/14 Principal Amount Due $1,183,431
Date 06/15/15 Principal Amount Due $1,291,513
Date 06/15/16 Principal Amount Due $1,409,641
Date 06/15/17 Principal Amount Due $1,538,443
Date 06/15/18 Principal Amount Due $1,679,084
Date 06/15/19 Principal Amount Due $1,832,552
Date 06/15/20 Principal Amount Due $2,000,011
Date 06/15/21 Principal Amount Due $2,182,809
Date 06/15/22 Principal Amount Due $2,382,291
Reference is hereby made to the further provisions of this Bond set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Bond to be duly
executed.
Dated: September 26, 1996 CHUGACH ELECTRIC ASSOCIATION, INC.
--------------------------------------
Attest: /s/ Mary Minder By: /s/ Eugene N. Bjornstad
Secretary Authorized Officer
This Bond is one of a duly authorized issue of Bonds of the Company
designated as its "First Mortgage Bonds" (herein called the "Bonds"), issued and
to be issued in one or more series under, all equally and ratably secured by, an
Indenture of Trust, dated as of September 15, 1991, (herein together with the
First Supplemental Indenture of Trust, dated as of March 17, 1993, the Second
Supplemental Indenture of Trust dated as of May 19, 1994, the Third Supplemental
Indenture of Trust dated as of June 29, 1994, the Fourth Supplemental Indenture
of Trust dated as of March 1, 1995, the Fifth Supplemental Indenture of Trust
dated as of September 6, 1995, and the Sixth Supplemental Indenture of Trust
dated as of April 3, 1996, called the "Indenture"), between the Company and
First Trust National Association (successor-in-interest to Security Pacific Bank
Washington, N.A.), as trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture reference is
hereby made for a statement of the description of the properties thereby
mortgaged, pledged and assigned, the nature and extent of the security and the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Bonds and of the terms upon
which the Bonds are, and are to be, authenticated and delivered. This Bond is
one of the series and maturity designated on the face hereof, limited in
aggregate principal amount to the Maximum Amount (as defined below) at any one
time outstanding.
This Bond is subject to redemption at any time, upon at least twenty
(20) Business Days (as hereinafter defined) notice to the Holder hereof, as a
whole or in part in multiples of $1,000, at the election of the Company, at a
Redemption Price equal to 100% of the principal amount being redeemed plus the
Redemption Premium (as defined below), if any, with respect to the principal
amount hereof being redeemed, together with accrued interest to the Redemption
Date on the principal amount being redeemed, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the
Holder of this Bond, or one or more Predecessor Bonds, of record at the close of
business on the relevant Record Dates.
The Company has selected the Fixed Rate Option set forth in (B) below
for an initial period of 30 days at an interest rate of 6.30000 % per annum:
(A) Variable Rate Option. Except as provided below, the unpaid
principal balance of this CoBank Bond shall bear interest at a rate per annum
equal at all times to the National Variable Rate (as hereinafter defined) plus
25 basis points. For purposes hereof, the National Variable Rate shall mean the
rate of interest established by CoBank from time to time as its National
Variable Rate. The National Variable Rate is intended by CoBank to be a
reference rate, and CoBank may charge other borrowers rates at, above, or below
that rate. Any change in the National Variable Rate shall take effect on the
date established by CoBank as the effective date of such change, and CoBank
agrees to notify the Company promptly after any change in the rate.
(B) Fixed Rate Option. From time to time at the request of the
Company, the rate of interest charged on this CoBank Bond may be fixed at a rate
to be quoted by CoBank in its sole and absolute discretion. Under this option,
individual amounts may be fixed for periods ranging from thirty (30) days to the
life of the CoBank Bond, and the minimum aggregate principal amount of CoBank
Bonds on which the interest rate may be fixed at any one time shall be $100,000.
However, rates may only be fixed for periods which expire on a Business Day, and
shall take into account repayments of principal in accordance with the
amortization schedule. Upon the expiration of any fixed rate period, interest
shall automatically accrue at the rate set forth in (A) above, unless the amount
fixed is repaid or the Company fixes the rate for an additional period.
Until the principal hereof is completely repaid whether by reason of
maturity or redemption, interest on this Bond not theretofore paid shall be
payable, in arrears, on each Interest Payment Date with respect to the principal
balance outstanding from time to time during the Interest Period to which such
Interest Payment date relates. Interest shall be calculated on the actual number
of days this Bond is outstanding on the basis of a year consisting of 360 days.
In calculating interest, the first day of each period for which interest is
calculated shall be included and the day on which interest is paid shall be
excluded.
If prior to maturity of this Bond the Company fails to make any payment
required to be made hereunder or under the terms of the Credit Agreement, then
at the Holder's option in each instance, such payment shall bear interest from
the date due to the date such amount is paid in full at the Default Rate (as
hereafter defined). After maturity, whether by reason of acceleration or
otherwise, the entire indebtedness under this Bond shall automatically bear
interest at the Default Rate. All interest provided for in this provision shall
be payable on demand.
If an Event of Default with respect to the Bonds shall occur and be
continuing, the principal of the Bonds may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of Bonds under the Indenture at any time
by the Company with the consent of the Holders of a majority in aggregate
principal amount of Bonds of all series at the time outstanding affected by such
modification. The Indenture also contains provisions permitting the Holders of a
majority in principal amount of Bonds at the time Outstanding, on behalf of the
Holders of all Bonds to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Bond shall be
conclusive and binding upon such Holder and upon all future Holders of this Bond
and of any bond issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Bond.
No reference herein to the Indenture and no provisions of this Bond or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Bond at the times, places and rates, and in the coin or
currency, herein provided.
Pursuant to Section 34.20.160 of the Alaska Statutes, notice is hereby
given that the Company is personally obligated and fully liable for the amount
due under this Bond and the Holder of this Bond has the right to sue on this
Bond and obtain a personal judgment against the Company for satisfaction of the
amount due hereunder either before or after a judicial foreclosure of the lien
of the Indenture under Sections 09.45.170 through 09.45.220 of Alaska Statutes.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Bond is registrable in the Bond Register. Upon
surrender of this Bond for registration of transfer at the office or agency of
the company in Anchorage, Alaska, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Bond
Registrar duly executed by the Holder hereof or the Holder's attorney duly
authorized in writing, one or more new Bonds of this series, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Bonds of this series are issuable only in registered form without
coupons in denomination of $1,000 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Bonds of
this series are exchangeable for a like aggregate principal amount of Bonds of
this series of a different authorized denomination, but of the same maturity and
interest rate or interest rate formula, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Bond for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Bond is registered as the owner hereof for all
purposes, whether or not this Bond is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
As used herein, the term:
"Business Day" means any day on which CoBank and the Trustee are open
for business.
"CoBank" means CoBank, ACB (as successor to National Bank for
Cooperatives by virtue of merger).
"CoBank Bond" means a First Mortgage Bond, CoBank Series.
"Credit Agreement" means that Credit Agreement secured hereby dated as
of June 22, 1994, between CoBank and the Company, as the same may be amended
from time to time, or such other Credit Agreement as may hereafter exist between
CoBank and the Company relating to the issuance of CoBank Bonds.
"Default Rate" means 4% per annum in excess of the rate or rates that
would otherwise be in effect.
"Interest Payment Date" with respect to any CoBank Bond means a Regular
Interest Payment Date with respect to such Bond.
"Interest Period" means a calendar month.
"Maturity Date" with respect to this CoBank Bond means the due date set
forth on the face hereof.
"Maximum Amount" of CoBank Bonds means Eighty Million Dollars
($80,000,000).
"National Variable Rate" shall mean the rate of interest established by
CoBank from time to time as its National Variable Rate. The National Variable
Rate is intended by CoBank to be a reference rate, and CoBank may charge other
borrowers rates at, above, or below that rate.
"Principal Payment Date" with respect to this CoBank Bond means each
date on which a payment of principal is required to be made on this CoBank Bond
pursuant to the amortization schedule set forth on the face hereof.
"Redemption Premium" with respect to this CoBank Bond means the premium
due upon the redemption or repricing of any portion of this CoBank Bond then
subject to a fixed rate of interest calculated by CoBank in accordance with its
methodology and equal to the present value of the difference between: (A) the
amount of interest which would have accrued on such portion during the remainder
of the applicable fixed rate period; less (B) the amount of interest that CoBank
would earn if such portion were reinvested for the remaining fixed rate period
in U.S. Treasury obligations having a weighted average life approximately equal
to the remaining fixed rate period. For the purpose of calculating present
value, the discount rate will be the rate of interest accruing on the U.S.
Treasury obligations selected in (B) above.
"Regular Interest Payment Date" with respect to this CoBank Bond means
the 20th day of each calendar month.
"Regular Record Date" for the payment of interest on this CoBank Bond
payable, and punctually paid or duly provided for, on any Interest Payment Date
means the last day (whether or not a Business Day) of the calendar month next
preceding such Interest Payment Date.
All other capitalized terms used in this Bond shall have the meanings
assigned to them in the Indenture.
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
FOR CoBANK BONDS
This is one of the Bonds of the series designated therein referred to
in the within-mentioned Indenture.
FIRST TRUST NATIONAL ASSOCIATION;
a national banking association, as Trustee
By: /S/ Michael A. Jones
Authorized Signatory
CERTIFICATE AS TO BONDABLE ADDITIONS NO. 4
(Re Application for Authentication and Delivery of Bond CoBank-4)
Pursuant to Section 5.02 of the Indenture of Trust dated as of
September 15, 1991 from Chugach Electric Association, Inc. (the "Company") to
Security Pacific Bank Washington, N.A., as trustee, as modified and supplemented
by Supplemental Indentures No. 1, 2, 3, 4, 5 and 6 thereto dated March 17, 1993,
May 19, 1994, June 29, 1994, March 1, 1995, September 6, 1995 and April 3, 1996,
respectively (the "Indenture"), and in connection with the Company's request for
authentication and delivery of an additional Bond No. CoBank-4, the undersigned
hereby make this Certificate of Bondable Additions. Capitalized terms not
otherwise defined herein have the meanings assigned to them in the Indenture.
(a) The balance of Bondable Additions stated in item 9 of the most recent
(April 30, 1996) Summary of Certificate as to Bondable Additions
heretofore filed with the Trustee as the balance of Bondable Additions
to remain after the action then applied for, is $56,452,121 (item 1 in
the Summary of Certificate as to Bondable Additions set forth below
(the "Summary")).
(b) The Amount (item 2 in the Summary) of Property Additions, not described
in any previous Certificate as to Bondable Additions, acquired during
the period from January 1, 1996 through July 31, 1996, is $6,407,309.
Such Property Additions are described in reasonable detail on
Attachment 1 hereto, and:
i) have not been included in any previous Certificate as to
Bondable Additions;
ii) do not include Acquired Facilities or assets acquired and paid
for in whole or in partthrough the transfer or delivery of
securities or other property; and
iii) are listed in Attachment 1 at Cost, which in the opinion of
the undersigned is equal to their Fair Value to the Company.
(c) The aggregate amount (item 3 in the Summary) of all Retirements during
the period from January 1, 1996, through July 31, 1996, is $1,806,510.
(d) There are no credits (item 4 of the Summary) against Retirements.
(e) The excess (item 6 in the Summary) of the Amount of Property Additions
shown in (b) above (item 2 of the Summary) over the net amount of
Retirements (item 5 of the Summary) is $4,600,799, which is the amount
of the net Bondable Additions now being certified.
(f) The sum (item 7 of the Summary) of the amount shown pursuant to clause
(a) above (item 1) and the net amount of Bondable Additions now being
certified shown in clause (e) (item 6) above is $61,052,920.
(g) The total amount (item 8 in the Summary) of Bondable Additions being
used in connection with authentication and delivery of the additional
Bond whose authentication and delivery are now being applied for under
Section 5.02 of the Indenture is calculated as the bonds currently
being applied for less the bonds repurchased in June and September,
1996 times 110% or ($23,500,000 - 21,200,000) x 110% = $2,530,000.
(h) The balance (item 9 in the Summary) of the Bondable Additions that will
remain after the granting of the Application now being made is
$58,522,920.
(i) With respect to the Property Additions described in this Certificate:
i) such Property Additions are desirable in the conduct of the
business of the Company;
ii) the allocation of the Cost to the Company of such Property
Additions to each account is, in the opinion of the
undersigned, proper; and
iii) the balance of the Bondable Additions to remain after the
action applied for plus the Cost to the Company or the Fair
Value to the Company, whichever is less, of uncertified
Property Additions is at least equal to the aggregate amount
of uncertified Retirements.
(j) The allowances or charges (if any) for interest, taxes, engineering,
legal expenses, superintendence, insurance, casualties and other items
during construction (or in connection with the acquisition of Property
Additions) which are included in the Cost to the Company of such of the
Property Additions described in this Certificate as were constructed or
acquired by or for the Company have been charged and are properly
chargeable to fixed plant accounts in accordance with Accounting
Requirements and are, in the opinion of the signers, proper in respect
of the Property Additions specified;
(k) No portion of the Cost to the Company of the Property Additions
described in this Certificate should properly have been charged to
maintenance or repairs and no expenditures are included in this
Certificate which under Accounting Requirements are not properly
chargeable to fixed plant accounts.
(l) The terms used in this Certificate which are defined in the Indenture
are used as defined in the Indenture.
Summary of Certificate as to Bondable Additions No. 4
The undersigned certify the following to be a true summary of this
Certificate:
Start with:
1. The balance of Bondable Additions remaining after the
action applied for in the previous Certificate (Certificate
No. 3).....................................................$56,452,121
Then take the new gross Property Additions as shown in item 2 below:
2. Amount of additional Property Additions now certified,
being the Amount of all or some Property Additions in
the period from January 1, 1996 through July 31, 1996
(none of which has been certified in any previous
Certificate as to Bondable Additions)......................$ 6,407,309
Then determine the deductions for Retirements by deducting item 4 below from
item 3 below to produce item 5:
3. The aggregate amount of all Retirements....................$ 1,806,510
4. The sum of the credits against
Retirements................................................$ 0
5. The net amount of Retirements to be deducted...............$ 1,806,510
Then determine the net Bondable Additions now being certified by deducting item
5 from item 2 to produce item 6:
6. Net Bondable Additions now being
certified..................................................$ 4,600,799
Then add item 1 and item 6 to produce item 7:
7. Total Bondable additions available for the action applied
for........................................................$61,052,920
Deduct item 8 from item 7 to produce item 9:
8. Bondable Additions now being used..........................$ 2,530,000
9. Balance of Bondable Additions to remain after the
action applied for.........................................$58,522,920
Dated September 26, 1996
/s/ Michael R. Cunningham
Michael R. Cunningham
Title: Principal Accounting Officer
(Accountant)
/s/ Evan J. Griffith, Jr.
Evan J. Griffith, Jr.
Title: Principal Financial Officer
/s/ Eugene N. Bjornstad
Eugene N. Bjornstad
Title: General Manager
(Engineer)
CHUGACH ELECTRIC ASSOCIATION, INC.
ATTACHMENT 1 TO CERTIFICATE AS TO BONDABLE ADDITIONS NO. 4
NET CHANGES TO ELECTRIC PLANT
FOR THE PERIOD JANUARY, 1996 THROUGH JULY, 1996
01/01/96- 01/01/96-
BALANCE 07/31/96 07/31/96 BALANCE
ACCOUNT DESCRIPTION 01/01/96 ADDITIONS RETIREMENTS 07/31/96
- ----------------------------------------------------------------------------------------------------------------------------------
PRODUCTION PLANT
31100 626 00 2101 STM - STRC & IMPR/BELUGA./OTHR/G&A. 7,349,213 0 0 7,349,213
31200 626 00 2101 STM - BLR PLT EQP/BELUGA./OTHR/G&A. 24,850,704 0 0 24,850,704
31400 626 00 2101 STM - TURBOGENR../BELUGA./OTHR/G&A. 20,716,146 0 0 20,716,146
31500 626 00 2101 STM - ACC ELEC EQ/BELUGA./OTHR/G&A. 6,932,778 0 0 6,932,778
31600 626 00 2101 STM -MISC PWR PLT/BELUGA./OTHR/G&A. 544,029 0 0 544,029
33100 621 00 2101 HYD - STRC & IMPR/GENERAL/OTHR/G&A. 690,040 0 0 690,040
33200 621 00 2101 HYD - RESV-DM-WW./GENERAL/OTHR/G&A. 5,666,600 0 0 5,666,600
33300 621 00 2101 HYD - WTWL-TR-GN./GENERAL/OTHR/G&A. 1,047,402 0 0 1,047,402
33400 621 00 2101 HYD - ACC ELEC EQ/GENERAL/OTHR/G&A. 371,914 0 0 371,914
33500 621 00 2101 HYD - MISC PW PLT/GENERAL/OTHR/G&A. 97,706 0 0 97,706
33600 621 00 2101 HYD - RESV-DM-WW./GENERAL/OTHR/G&A. 893,099 0 0 893,099
34000 626 00 2101 OTH - LAND&RIGHTS/BELUGA./OTHR/G&A. 422,664 0 0 422,664
34100 622 00 2101 OTH - STRC & IMPR/INTNATL/OTHR/G&A. 343,898 0 0 343,898
34100 624 00 2101 OTH - STRC & IMPR/BERNLKE/OTHR/G&A. 1,778,752 0 0 1,778,752
34100 626 00 2101 OTH - STRC & IMPR/BELUGA./OTHR/G&A. 20,837,294 24,880 0 20,862,174
34200 622 00 2101 OTH - FL HLDR-PRS/INTNATL/OTHR/G&A. 152,868 0 0 152,868
34200 624 00 2101 OTH - FL HLDR-PRS/BERNLKE/OTHR/G&A. 471,850 0 0 471,850
34200 626 00 2101 OTH - FL HLDR-PRS/BELUGA./OTHR/G&A. 3,040,258 0 0 3,040,258
34300 622 00 2101 OTH - PRIME MOVER/INTNATL/OTHR/G&A. 3,658,709 0 (15,745) 3,642,964
34300 624 00 2101 OTH - PRIME MOVER/BERNLKE/OTHR/G&A. 8,862,659 0 0 8,862,659
34300 626 00 2101 OTH - PRIME MOVER/BELUGA./OTHR/G&A. 48,479,504 40,378 0 48,519,882
34400 622 00 2101 OTH - GENERATORS./INTNATL/OTHR/G&A. 779,742 0 0 779,742
34400 624 00 2101 OTH - GENERATORS./BERNLKE/OTHR/G&A. 2,643,899 0 0 2,643,899
34400 626 00 2101 OTH - GENERATORS./BELUGA./OTHR/G&A. 8,941,743 0 0 8,941,743
34500 622 00 2101 OTH - ACC ELEC EQ/INTNATL/OTHR/G&A. 479,560 0 0 479,560
34500 624 00 2101 OTH - ACC ELEC EQ/BERNLKE/OTHR/G&A. 784,574 0 0 784,574
34500 626 00 2101 OTH - ACC ELEC EQ/BELUGA./OTHR/G&A. 3,660,329 0 0 3,660,329
34600 622 00 2101 OTH -MISC PWR PLT/INTNATL/OTHR/G&A. 19,465 0 0 19,465
34600 624 00 2101 OTH -MISC PWR PLT/BERNLKE/OTHR/G&A. 1,539 0 0 1,539
34600 626 00 2101 OTH -MISC PWR PLT/BELUGA./OTHR/G&A. 1,862,815 0 0 1,862,815
===============================================================
TOTAL PRODUCTION PLANT 176,381,753 65,258 (15,745) 176,431,266
===============================================================
TRANSMISSION PLANT
35000 000 00 2101 TRN - LD & LDRITS/GENERAL/OTHR/G&A. 316,165 0 0 316,165
35000 327 00 2101 TRN - LD & LDRITS/SUBTRANS/OTHR/G&A. 138,818 0 0 138,818
35200 000 00 2101 TRN - STRC & IMPR/GENERAL/OTHR/G&A. 692,856 0 0 692,856
35200 626 00 2101 TRN - STRC & IMPR/BELUGA./OTHR/G&A. 428,664 0 0 428,664
35300 000 00 2101 TRN - STATION EQP/GENERAL/OTHR/G&A. 31,499,053 0 0 31,499,053
35300 304 00 2101 TRN - STATION EQP/LDSRVMT/OTHR/G&A. 196,977 0 0 196,977
35300 626 00 2101 TRN - STATION EQP/BELUGA./OTHR/G&A. 38,649,029 0 0 38,649,029
35400 000 00 2101 TRN - TWR & FXTRS/GENERAL/OTHR/G&A. 5,378,824 0 0 5,378,824
35400 626 00 2101 TRN - TWR & FXTRS/BELUGA./OTHR/G&A. 26,890,112 0 0 26,890,112
35500 000 00 2101 TRN - POLES & FIX/GENERAL/OTHR/G&A. 8,765,796 197,094 (33,064) 8,929,826
35500 327 00 2101 TRN - POLES & FIX/SUBTRANS/OTHR/G&A. 32,060 0 0 32,060
35500 626 00 2101 TRN - POLES & FIX/BELUGA./OTHR/G&A. 1,074,661 0 0 1,074,661
35600 000 00 2101 TRN -OH CND & DVS/GENERAL/OTHR/G&A. 6,462,546 28,151 (25,557) 6,465,140
35600 327 00 2101 TRN -OH CND & DVS/SUBTRANS/OTHR/G&A. 15,750 0 0 15,750
35600 626 00 2101 TRN -OH CND & DVS/BELUGA./OTHR/G&A. 7,836,678 0 0 7,836,678
35700 000 00 2101 TRN - UG CONDUIT./GENERAL/OTHR/G&A. 562,221 0 0 562,221
35700 327 00 2101 TRN - UG CONDUIT./SUBTRANS/OTHR/G&A. 834,898 0 0 834,898
35700 626 00 2101 TRN - UG CONDUIT./BELUGA./OTHR/G&A. 0 0 0 0
35800 000 00 2101 TRN - UG CND & DV/GENERAL/OTHR/G&A. 3,553,187 0 0 3,553,187
35800 327 00 2101 TRN - UG CND & DV/SUBTRANS/OTHR/G&A. 1,464,557 0 0 1,464,557
35800 626 00 2101 TRN - UG CND & DV/BELUGA./OTHR/G&A. 54,995,692 0 0 54,995,692
35900 626 00 2101 TRN-RDS & TRL-BLG/BELUGA./OTHR/G&A. 4,000 0 0 4,000
===============================================================
TOTAL TRANSMISSION PLANT 189,792,544 225,245 (58,621) 189,959,168
===============================================================
DISTRIBUTION PLANT
36000 000 00 2101 DIS - LD & LDRITS/GENERAL/OTHR/G&A. 805,759 0 0 805,759
36100 000 00 2101 DIS - STRUC & IMP/GENERAL/OTHR/G&A. 1,817,354 0 0 1,817,354
36200 000 00 2101 DIS - STATION EQP/GENERAL/OTHR/G&A. 19,047,700 0 (52,358) 18,995,342
36400 000 00 2101 DIS - POLES-TW&FX/GENERAL/OTHR/G&A. 14,469,986 1,092,742 (391,131) 15,171,597
36500 000 00 2101 DIS - OH CND & DV/GENERAL/OTHR/G&A. 9,088,784 635,032 (502,523) 9,221,293
36600 000 00 2101 DIS - UG CONDUIT./GENERAL/OTHR/G&A. 7,329,114 145,503 (26,950) 7,447,667
36700 000 00 2101 DIS - UG CND & DV/GENERAL/OTHR/G&A. 32,133,236 2,689,559 (304,943) 34,517,852
36800 000 00 2101 DIS - LINE TRNSFR/GENERAL/OTHR/G&A. 18,210,333 993,160 (178,967) 19,024,526
36900 000 00 2101 DIS - SERVICES.../GENERAL/OTHR/G&A. 19,150,343 186,963 (55,371) 19,281,935
37000 000 00 2101 DIS - METERS...../GENERAL/OTHR/G&A. 6,782,629 71,386 (126,221) 6,727,794
37100 000 00 2101 DIS-INSTL CUS PRM/GENERAL/OTHR/G&A. 331,356 0 0 331,356
37300 000 00 2101 DIS-ST LTS & SIGN/GENERAL/OTHR/G&A. 8,066,755 35,634 (71,620) 8,030,769
===============================================================
TOTAL DISTRIBUTION PLANT 137,233,349 5,849,979 (1,710,084) 141,373,244
===============================================================
GENERAL PLANT
38900 000 00 2101 GEN - LD & LDRITS/GENERAL/OTHR/G&A. 122,063 0 0 122,063
38910 000 00 2101 GEN - LD IMPROVMT/GENERAL/OTHR/G&A. 65,097 0 0 65,097
39000 000 00 2101 GEN - STRC & IMPR/GENERAL/OTHR/G&A. 19,175,653 7,182 0 19,182,835
39000 310 00 2101 GEN - STRC & IMPR/LSHLDIM/OTHR/G&A. 198,601 0 0 198,601
39000 311 00 2101 GEN - STRC & IMPR/S&VSTRU/OTHR/G&A. 96,438 0 0 96,438
39100 000 00 2101 GEN-OFC FURN & EQ/GENERAL/OTHR/G&A. 1,858,569 11,418 0 1,869,987
39100 321 00 2101 GEN-OFC FURN & EQ/DPEQUIP/OTHR/G&A. 3,830,544 204,054 (20,575) 4,014,023
39200 000 00 2101 GEN - TRANSP EQMT/GENERAL/OTHR/G&A. 5,000,807 7,699 0 5,008,506
39300 000 00 2101 GEN - STORES EQMT/GENERAL/OTHR/G&A. 1,198,844 0 0 1,198,844
39400 000 00 2101 GEN -TL-SHP & GAR/GENERAL/OTHR/G&A. 1,291,955 15,688 0 1,307,643
39500 000 00 2101 GEN - LAB EQUIPMT/GENERAL/OTHR/G&A. 2,001,258 15,678 0 2,016,936
39600 000 00 2101 GEN - PWR OP EQMT/GENERAL/OTHR/G&A. 1,250,795 4,950 (952) 1,254,793
39600 323 00 2101 GEN - PWR OP EQMT/GENTRAN/OTHR/G&A. 760,633 43,790 0 804,423
39800 000 00 2101 GEN - MISC EQUIPT/GENERAL/OTHR/G&A. 1,009,536 132,679 0 1,142,215
39800 340 00 2101 GEN - MISC EQUIPT/BARGE../OTHR/G&A. 0 0 0 0
===============================================================
TOTAL GENERAL PLANT 37,860,793 443,138 (21,527) 38,282,404
===============================================================
COMMUNICATION PLANT
39700 000 00 2101 GEN - COMM EQUIPT/GENERAL/OTHR/G&A. 2,732,609 6,517 (1,485) 2,737,641
39700 330 00 2101 GEN - COMM EQUIPT/MICROWV/OTHR/G&A. 6,540,561 0 0 6,540,561
39700 331 00 2101 GEN - COMM EQUIPT/SCADA../OTHR/G&A. 3,012,280 0 0 3,012,280
39700 333 00 2101 GEN - COMM EQUIPT/TELESYS/OTHR/G&A. 305,416 6,290 0 311,706
39700 338 00 2101 GEN - COMM EQUIPT/ORSCADA/OTHR/G&A. 8,875,262 0 0 8,875,262
===============================================================
TOTAL COMMUNICATION PLANT 21,466,128 12,807 (1,485) 21,477,450
===============================================================
----------------
TOTAL PLANT 562,734,567 6,596,427 (1,807,462) 567,523,532
===============================================================
LESS EXCLUDABLE PLANT
39200 000 00 2101 GEN - TRANSP EQMT/GENERAL/OTHR/G&A. 5,000,807 7,699 0 5,008,506
39600 000 00 2101 GEN - PWR OP EQMT/GENERAL/OTHR/G&A. 1,250,795 4,950 (952) 1,254,793
39600 323 00 2101 GEN - PWR OP EQMT/GENTRAN/OTHR/G&A. 760,633 43,790 0 804,423
39800 000 00 2101 GEN - MISC EQUIPT/GENERAL/OTHR/G&A. 1,009,536 132,679 0 1,142,215
39800 340 00 2101 GEN - MISC EQUIPT/BARGE../OTHR/G&A. 0 0 0 0
===============================================================
TOTAL EXCLUDABLE PLANT 8,021,771 189,118 (952) 8,209,937
===============================================================
TOTAL INCLUDABLE PLANT 554,712,796 6,407,309 (1,806,510) 559,313,595
===============================================================
Chugach Electric Association, Inc.
Available Margins Certificate
Eugene N. Bjornstad, General Manager; Evan J. Griffith, Jr., Executive
Manager, Finance and Planning (Principal Financial Officer); and Michael R.
Cunningham, Controller (Principal Accounting Officer) of Chugach Electric
Association, Inc. each hereby certifies that (1) the Margins for Interest for
any 12 consecutive calendar months during the period of 18 calendar months
immediately preceding the first day of the calendar month in which this
application for authentication and delivery of Additional Bonds under Section
5.02 of the Indenture described below is made are not less than 1.20 times the
Interest Charges during such 12-month period; (2) the sum of (i) Margins for
Interest for any 12 consecutive calendar months during the period of 18 calendar
months immediately preceding the first day of the calendar month in which this
Application for authentication and delivery of additional Bonds under Section
5.02 is made and (ii) Incremental Interest with respect to such 12-month period,
is not less than 1.20 times the sum of Interest Charges during such 12-month
period plus Incremental Interest with respect to such 12-month period; and (3)
the Margins for Interest have been calculated in accordance with the definition
contained in Section 1.01 of that Indenture of Trust dated September 15, 1991
(as heretofore amended by the First, Second, Third, Fourth, Fifth and Sixth
Supplemental Indentures, thereto dated March 17, 1993, May 19, 1994, June 29,
1994 and March 1, 1995, September 6, 1995 and April 3, 1996 respectively (the
"Indenture") and such calculations are set forth in the Attachment 1 hereto.
Capitalized terms used herein shall have the meanings assigned to them
in the Indenture.
IN WITNESS WHEREOF, we have hereunto signed our names.
Dated: September 26, 1996
/s/ Eugene N. Bjornstad /s/ Michael R. Cunningham
Eugene N. Bjornstad Michael R. Cunningham
Title: General Manager Title: Controller
Principal Accounting Officer
/s/ Evan J. Griffith, Jr.
Evan J. Griffith, Jr.
Title: Executive Manager,
Finance and Planning
Principal Financial Officer Page 1 of 1
Attachment 1 to Available Margins Certificate
Long-Term Short-Term Total Margins For Interest 12 Month
Month Ending Margins Interest Expense Interest Expense Interest Expense By Interest MFI/I
December, 1994 875,537 2,152,924 47,201 2,200,125 1.3979
January, 1995 2,753,024 2,154,951 43,380 2,198,331 2.2523
February, 1995 2,081,124 2,170,265 20,364 2,190,629 1.9500
March, 1995 1,658,056 2,137,301 60,369 2,197,670 1.7545
April, 1995 969,717 2,124,949 99,714 2,224,663 1.4359
May, 1995 608,466 2,119,671 91,275 2,210,946 1.2752
June, 1995 (709,557) 2,124,722 69,735 2,194,457 0.6767
July, 1995 (432,272) 2,119,441 58,490 2,177,931 0.8015
August, 1995 (343,437) 2,121,479 54,489 2,175,968 0.8422
September, 1995 (106,783) 2,188,637 22,082 2,210,719 0.9517
October, 1995 629,101 2,185,136 32,438 2,217,574 1.2837
November, 1995 1,003,392 2,188,054 26,301 2,214,355 1.4531 1.3402
December, 1995 895,363 1,925,118 33,736 1,958,854 1.4571 1.3441
January, 1996 2,068,780 2,230,499 42,036 2,272,535 1.9103 1.3171
February, 1996 968,678 1,930,124 19,475 1,949,599 1.4969 1.2772
March, 1996 589,008 693,932 124,422 818,354 1.7197 1.2493
April, 1996 2,062,121 3,602,249 171,516 3,773,765 1.5464 1.2763
May, 1996 (129,442) 2,141,672 66,000 2,207,672 0.9414 1.2482
June, 1996 (236,002) 2,088,291 77,386 2,165,677 0.8910 1.2666
Page 1 of 2
Attachment 1 to Available Margins Certificate
Less: Int @ Plus:Int @
9.14%on $20.000 6.25% on Adj Adjusted
Long-Term Short-Term Total Million O/S $22.000M Total Int Adjusted 12 Month
Month Ending Margins Int Exp Int Exp Int Exp 1ST Mort Bonds CoBank Bond Expense MFI/I MFI/I
------------ ------- ---------- --------- -------- --------------- -------------- ------- --------- -----
December, 1994 875,537 2,152,924 47,201 2,200,125 152,333 114,583 2,162,375 1.4049
January, 1995 2,753,024 2,154,951 43,380 2,198,331 152,333 114,583 2,160,581 2.2742
February, 1995 2,081,124 2,170,265 20,364 2,190,629 152,333 114,583 2,152,879 1.9667
March, 1995 1,658,056 2,137,301 60,369 2,197,670 152,333 114,583 2,159,920 1.7676
April, 1995 969,717 2,124,949 99,714 2,224,663 152,333 114,583 2,186,913 1.4434
May, 1995 608,466 2,119,671 91,275 2,210,946 152,333 114,583 2,173,196 1.2800
June, 1995 (709,557) 2,124,722 69,735 2,194,457 152,333 114,583 2,156,707 0.6710
July, 1995 (432,272) 2,119,441 58,490 2,177,931 152,333 114,583 2,140,181 0.7980
August, 1995 (343,437) 2,121,479 54,489 2,175,968 152,333 114,583 2,138,218 0.8394
September, 1995 (106,783) 2,188,637 22,082 2,210,719 152,333 114,583 2,172,969 0.9509
October, 1995 629,101 2,185,136 32,438 2,217,574 152,333 114,583 2,179,824 1.2886
November, 1995 1,003,392 2,188,054 26,301 2,214,355 152,333 114,583 2,176,605 1.4610 1.3462
December, 1995 895,363 1,925,118 33,736 1,958,854 152,333 114,583 1,921,104 1.4661 1.3502
January, 1996 2,068,780 2,230,499 42,036 2,272,535 152,333 114,583 2,234,785 1.9257 1.3226
February, 1996 968,678 1,930,124 19,475 1,949,599 152,333 114,583 1,911,849 1.5067 1.2821
March, 1996 589,008 693,932 124,422 818,354 152,333 114,583 780,604 1.7546 1.2540
April, 1996 2,062,121 3,602,249 171,516 3,773,765 152,333 114,583 3,736,015 1.5520 1.2812
May, 1996 (129,442) 2,141,672 66,000 2,207,672 152,333 114,583 2,169,922 0.9403 1.2525
June, 1996 (236,002) 2,088,291 77,386 2,165,677 152,333 114,583 2,127,927 0.8891 1.2713
Page 2 of 2
Chugach Electric Association, Inc.
Officers' Certificate
Eugene N. Bjornstad, General Manager, and Evan J. Griffith, Jr., Executive
Manager, Finance and Planning of Chugach Electric Association, Inc. ("Chugach")
each hereby certifies that: 1) he has read the conditions and covenants and
definitions related thereto in the Indenture of Trust dated as of September 15,
1991 (as heretofore amended, the "Trust Indenture"); 2) the below opinions are
based on the above review and on his knowledge of Chugach in the above capacity;
3) he has, in his opinion, made such examination or investigation as is
necessary to enable him to express an informed opinion as to the opinions
expressed below; and 4) in accordance with Sections 5.01 B and 5.03 C of the
Trust Indenture:
(i) No Event of Default exists;
(ii) None of the Trust Estate is subject to any Prior Lien other
than Prior Liens permitted by Section 14.06 of the Trust Indenture;
(iii) In his opinion, all conditions precedent provided for in the
Trust Indenture relating to the authentication and delivery of the
First Mortgage Bond, CoBank Series No. CoBank-4 ("CoBank-4 Bond") in
the principal amount of $23,500,000.00, have been complied with;
(iv) Pursuant to the Trust Indenture Section 5.03 B., in lieu of
delivering Bonds to the Trustee, Chugach has conveyed evidence by
facsimiles dated August 19, 1996 and September 9, 1996 of repurchase of
Bonds heretofore authenticated and delivered under this Indenture in an
aggregate principal amount equal to $21,200,000 ("Repurchased Bonds")
and has demonstrated thereby that these Repurchased Bonds have ceased
to be outstanding.
(v) The Repurchased Bonds being made the basis, in part, for the
authentication and delivery of the CoBank-4 Bond do not include:
(a) any Bonds which shall have heretofore been made, or are
currently being otherwise made, the basis for the
authentication and delivery of bonds or the withdrawal or
application of Deposited Cash or Trust Moneys; or
(b) any Bonds (1) whose payment, redemption or other
retirement, or provision therefor, has been effected through
the operation of any sinking, amortization, improvement or
other analogous fund and (ii) whose use under Article Five of
the Trust Indenture is precluded by any provision of the Trust
Indenture; or
Page 1 of 2
(c) any Bond which has been surrendered upon any exchange or
transfer or any Bond in lieu of which another Bond has been
authenticated and delivered under Section 3.08 of the Trust
Indenture; or
(d) any Bond which, in accordance with the last paragraph of
Section 5.01 of the Trust Indenture is treated as though it
had never been Outstanding;
(vi) at no time after the authentication and delivery of any of the
Repurchased Bonds being made the basis for the authentication and
delivery of CoBank-4 Bond, has there been filed with the Trustee an
Available Margins Certificate in which the annual interest charges on
such Repurchased Bonds were not included;
(vii) the CoBank-4 Bond does not bear interest at a rate greater than
any of the Repurchased Bonds which are being made the basis for the
authentication and delivery of CoBank-4 Bond.
Capitalized terms not otherwise defined in this Certificate have the meanings
assigned to them in the Trust Indenture.
IN WITNESS WHEREOF, we have hereunto signed our names.
Dated: September 26, 1996
/s/ Eugene N. Bjornstad
Eugene N. Bjornstad
Title: General Manager
/s/ Evan J. Griffith, Jr.
Evan J. Griffith, Jr.
Title: Executive Manager
Finance and Planning
Principal Financial Officer
Page 2 of 2