Exhibit 10.45.6
Loan No. ML0976T1A
AMENDED AND RESTATED PROMISSORY NOTE AND
MULTIPLE ADVANCE TERM LOAN SUPPLEMENT
THIS AMENDED AND RESTATED PROMISSORY NOTE AND SUPPLEMENT (this "Promissory
Note and Supplement") to the Master Loan Agreement (the "MLA") dated as of
December 27, 2002, is entered into as of June 5, 2007 between CHUGACH ELECTRIC
ASSOCIATION, INC., Anchorage, Alaska, an Alaska electric cooperative (the
"Company") and CoBANK, ACB, a federally chartered instrumentality of the United
States ("CoBank").
BACKGROUND
The Company and CoBank are parties to a Promissory Note and Consolidating
Term Loan Supplement No. 000976T1 dated as of December 27, 2002 in the original
principal amount of $65,000,000.00 (as amended, the "Existing Promissory Note
and Supplement"). The Company and CoBank now desire to amend and restate the
Existing Promissory Note and Supplement. The execution of this Promissory Note
and Supplement shall not constitute a novation of the indebtedness outstanding
under the Existing Promissory Note and Supplement. For valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the Company and
CoBank hereby agree that the Existing Promissory Note and Supplement shall be
amended and restated in its entirety to read as follows:
SECTION 1. The Term Loan Commitment. As of the date hereof, CoBank's
obligation to extend credit to the Company has expired and the unpaid principal
balance of the Loans is $45,445,116.00.
SECTION 2. Purpose. The purpose of the Commitment was and remains to
refinance the outstanding installments of principal due under the Existing
Promissory Note and Supplement.
SECTION 3. Term. INTENTIONALLY OMITTED.
SECTION 4. Availability. INTENTIONALLY OMITTED.
SECTION 5. Interest. The Company agrees to pay interest on the unpaid
balance of the Loan(s) in accordance with one or more of the following interest
rate options, as selected by the Company:
(A) Weekly Quoted Variable Rate. At a rate per annum equal at all times to
the rate of interest established by CoBank on the first Business Day of each
week. The rate established by CoBank may not exceed the CoBank Base Rate (as
hereinafter defined) on that day plus 1/4 of 1% and shall be effective until the
first Business Day of the next week. Each change in the rate shall be applicable
to all balances subject to this option and information about the then current
rate shall be made available upon telephonic request. For purposes hereof, the
CoBank Base Rate shall mean the rate of interest established by CoBank from time
to time as its CoBank Base Rate, which Rate is intended by CoBank to be a
reference rate and not its lowest rate. The CoBank Base Rate will change on the
date established by CoBank as the effective date of any change therein.
(B) Quoted Rate Option. At a fixed rate per annum to be quoted by CoBank in
its sole discretion in each instance. Under this option, balances of $100,000.00
or more may be fixed for such
-2-
Amended and Restated Promissory Note and
Multiple Advance Term Loan Supplement ML0976T1A
CHUGACH ELECTRIC ASSOCIATION, INC.
Anchorage, Alaska
periods, as may be agreeable to CoBank in its sole discretion in each instance.
Notwithstanding the foregoing, amounts subject to the Fixed Rate Option on the
date hereof (a list of which is attached hereto as Exhibit A and hereby
incorporated by reference) shall continue to be subject to such rates for the
remaining fixed rate period(s) specified in Exhibit A, but shall otherwise be
subject to the terms hereof.
The Company may, on any Business Day, elect to convert any portion of the Loans
bearing interest at the Weekly Quoted Variable Rate to the Fixed Rate Option. In
addition, on the last day of each fixed rate period, the Company may, subject to
the terms hereof, elect to fix the rate for an additional period or convert the
balance to the Variable Rate Option. In the absence of any such election,
interest shall automatically accrue on such balance at (and the Company shall be
deemed to have elected to convert such balance to) the Variable Rate Option. All
elections provided for herein shall be made telephonically or in writing and
must be received by 12:00 noon Company's local time on the applicable Business
Day. Until the principal is completely repaid, interest on the unpaid principal
balance of the Loans shall be payable monthly in arrears by the 20th day of the
following month. Interest shall be calculated on the actual number of days the
Loans are outstanding on the basis of a year consisting of 360 days. In
calculating interest, the date each installment of principal is paid shall, if
received before 3:00 p.m. Mountain time, be excluded.
SECTION 6. Fees. INTENTIONALLY OMITTED.
SECTION 7. Promissory Note. The Company promises to repay the unpaid
principal balance of the Loans in accordance with the repayment schedule(s) for
each Loan shown on Exhibit A attached hereto. If any installment due date is not
a Business Day, then such installment shall be due and payable on the next
Business Day. In addition to the above, the Company promises to pay interest on
the unpaid principal balance of the Loans at the times and in accordance with
the provisions set forth above.
SECTION 8. Prepayment. Subject to the broken funding surcharge provision of
the MLA, the Company may (identifying each Loan to be prepaid, and where more
than one Loan is to be prepaid, the amount of prepayment with respect to each
such Loan) prepay all or any portion of the Loan(s). Unless otherwise agreed,
all prepayments will be applied to principal installments on that Loan in the
inverse order of their maturity and to such balances, fixed or variable on that
Loan, as CoBank shall specify.
SECTION 9. Security. The Company's obligations hereunder and, to the extent
related hereto, the MLA, shall be unsecured except to the extent otherwise
provided in the MLA.
IN WITNESS WHEREOF, the parties have caused this Promissory Note and
Supplement to the MLA to be executed by their duly authorized officers as of the
date shown above.
CoBANK, ACB CHUGACH ELECTRIC ASSOCIATION, INC.
By: /s/ Pat Schultz By: /s/ Michael R. Cunningham
----------------------------- --------------------------------
Title: Assistant Corporate Secretary Title: chief Financial Officer