AMENDATORY AGREEMENT NO. 1
TO
AGREEMENT FOR THE SALE AND PURCHASE OF NONFIRM ENERGY
BETWEEN
CHUGACH ELECTRIC ASSOCIATION, INC.,
AND
GOLDEN VALLEY ELECTRIC ASSOCIATION, INC.
DATED MAY 18, 1988
WHEREAS, Chugach Electric Association ("Chugach") and Golden Valley Electric
Association ("GVEA") entered into an Agreement for the Sale and Purchase of
Nonfirm Energy dated May 18, 1989 ("Agreement");
WHEREAS, Chugach and Marathon desire to modify the Agreement to facilitate its
approval by the Rural Electrification Administration;
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the
Parties agree as follows:
Section 10(a)(1) of the Agreement is amended to read:
(1) Establish, and from time to time revise, written operating
procedures and standard practices consistent with the terms of
this Agreement to be followed by the parties' respective
dispatchers.
Section 20 is amended to read as follows:
This Agreement and all of the terms and provisions hereof
shall be binding upon and inure to the benefit of the
respective successors and assigns of the parties hereto, save
that no assignment or other transfer of this agreement or any
interest hereunder by any party hereto shall be effective
without the prior written consent of the other party which
consent shall not be unreasonably withheld), and said assignee
must, in the commercially reasonable opinion of the other
party, be financially capable of assuming such obligations.
This article shall not prevent either party from pledging or
mortgaging its rights hereunder of security for its
indebtedness or prevent a financing entity from exercising all
rights and remedies available to it under law or contract,
provided that performance of this Agreement is not thereby
impaired.
Notwithstanding the foregoing provisions of this Section 20,
either party hereto may assign this Agreement, together with
all its rights and obligations thereunder, (i) to or in trust
for REA for the purpose of securing obligations for borrowed
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money, or (ii) pursuant to the exercise by REA of any of the
rights, powers or privileges provided for by the mortgages or
other security instruments of such party for borrowed money;
provided that if REA exercises any of the rights, powers or
privileges of said mortgages or other security instruments of
such party with respect to this Agreement, then and only then
shall REA assume the obligations to be performed under this
Agreement by such party, as provided for in this Agreement;
provided, further, that in the event REA exercises any of its
rights, powers, or privileges under said mortgages or other
security instruments of such party with respect to this
Agreement, REA may thereafter assign this Agreement, together
with all the rights and obligations thereunder, to any entity
authorized and able to perform the obligations and duties
under this Agreement, which entity shall assume all the rights
and obligations of such party under this Agreement, and such
assignment and assumption shall release REA from any further
liability, obligations or duties under this Agreement. Prior
to the exercise by REA of any rights under said mortgages or
security agreements with respect to this Agreement, as
provided for in the preceding sentence of this Section 20, REA
shall give the parties reasonable notice that it intends to
exercise such rights or remedies. The provisions of the two
preceding sentences of this Section 20 shall be applicable to
each party to this Agreement as long as such party remains
indebted to REA.
CHUGACH ELECTRIC ASSOCIATION, GOLDEN VALLEY ELECTRIC
INC. ASSOCIATION, INC.
By /s/ David L. Highers By /s/ Mike Kelly
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David L. Highers, Mike Kelly,
General Manager General Manager
Dated 12/14/89 Dated 12-14-89
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