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Bradley Lake PMC Meeting December 12, 1997 - Teleconference 2
H telcos Dons “Peicivg ese End 1:0 AO é Rees One ot we | eee @, 10:00 ~ Recemler 12, Fee \ seca eee eee eee Sy. eon cany, vA peg ca itis lowe Pes See (hia) eel doped log Ove, OW ome Oy (ime rarer ree | Crewe Be Pe Conmvenring tke mtg HHA /y Wing Pata ee, jase. - +, praeasene ps orn =| Wa — Cene to Ono eS able, to achane, ~ — gore dul fe Prasad Valse somvin reer #25 SL nnvek_ Crt E/ ae Sines toeped #/Y Foam = Third er ies sn, AZIM Fath " _ Tee Griffdtl Shounen Dea Pe AEA ete ) oY nétad _— Dennis MeCrohor - Aue V neon Refit! Ron Sarton. - Pho e@ AS Raleert Hanson ~Phure- Norm Story ~ Phar Lowry Nettle -Phove Dib Hefnan - Phe Vln. WU Paull Blorne eet Kew Vassar Keith Lauper — Ad EV ore I Motiyw _ lie Stew L te [eens Koller Cade Paemledtore |e Approved. ek ee _ Med [b, Dobe > 2 Aeyowe 7 @. 10:80 am. AX ( \ ALASKA ENERGY AUTHORITY \ BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE DECEMBER 9, 1997 EXCERPT FROM UNAPPROVED MINUTES 9. OLD BUSINESS B. Budget Subcommittee Bond Refunding Mr. Griffith gave a brief update regarding the Bradley Lake Hydroelectric Project Forward Delivery Refunding Bonds. He stated Senate Bill 1483, which was introduced by Senator Murkowski, has caused some concern on the part of Goldman Sachs. The bill has soft grandfathering language for tax-exempt refundings on bonds of this nature. He also stated that delaying the pricing would not be detrimental. & deny, od\t to ie C Cea ea ea a a] ane -are— Compa Mr. Saxton said that one of the effects of Senate Bill 1483 -competitive they would no longer have the advantages of bei ‘ax-exempt ; The bill, as structured, would make this deal a risk to Goldman Sachs and they are not comfortable with that risk. Purpose of dds ° Mr. Girffith stated the in the bill is not aimed at bonds like these, but unfortunately they could possibly get swept up in it. All of the rest of the documentation appears to be in order. There are some options, but they will not be discussed until we know the kind of problem we will have if the bill passes. uld be that if Discussions ensued regarding Senate Bill 1483 and the effect it may have on the Bradley Refunding. Mr. Saxton stated the Approving Resolution needs to be approved at this meeting. He stated the Settlement Agreement and the Agreement to Support the Forward Refunding are part of the Approving Resolution. Mr. Vassar stated his office needs the signed documents by December 10, 1997. Mr. Bjornstad polled the members as to the status of the Settlement Agreement and the Agreement to Support the Forward Refunding. It was unanimously stated that all members had approved both Agreements. MOTION: Mr. Calvert moved to approve the Approving Resolution of the Bradley Lake Hydroelectric Project and that such resolution be delivered by the Bradley Lake PMC Chairman to the Alaska Energy Authority once it is confirmed and ratified by the Project Management Committee by appropriate resolution at a future BPMC meeting. Seconded by Ms. Kohler. Mr. Saxton explained the Confirming Resolution for the members of the committee. There being no further discussion, a roll call vote was requested. Upon roll call vote, the motion passed unanimously. Mr. Saxton said that on page two of the Approving Resolution the date should read April 6, He COndLMHONS USIRD Mr. Bloom briefed the commits Ageing the tax-exempt soul also the current market situation. He said the savings forthé December 8, 1997, market'was $7.7 million present value, * 2 . which works out on a percentage basis to 7.4%. & Hearing no objection, Chairman Bjornstad recessed the meeting to December 10, 1997, at 10:00 a.m. Secretary vf ( ALASKA ENERGY AUTHORITY 5 BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE DECEMBER 10, 1997 EXCERPT FROM UNAPPROVED MINUTES Ayo yo, YAY \o iC ) 6. | NEW BUSINESS XW oe \ t \ S\ \ S \ Mr. Griffith briefed the committee regarding phone conversations with [Senator Murkowski’s legislative director, Alexander Polanski. He stated Mr. Polanski will be!writing a letter to us clarifying the issue on Senate Bill 1483. He requested the meeting be recessed to December 12, 1997 at 10:00 a.m. A. Bond Pricing Hearing no objection, Chairman Bjornstad recessed the meeting to December 12, 1997 at 10:00 a.m. Dirwuia Vine Coho we Mebpughy Secretary ger - a une’ oP Pou co gah 4 roe x La Cy 0 ALASKA ENERGY AUTHORITY BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE DECEMBER 12, 1997 EXCERPT FROM UNAPPROVED MINUTES 6. | NEWBUSINESS Qed a co Gae® A. Bond Pricing Mr. Laufer said a change is needed in the\Purchase Agreement that states that opinion letters from counsel to the individual utilities’ counsel will be received sometime before the closing scheduled for January 1998. There will also be a change to the Confirming Resolution. In the second Whereas provision it should read, “WWHEREAS, the Alaska Energy Authority (“Authority”) intends to enter into the Forward Delivery Bond Purchase Agreement with Goldman Sachs & Co. and agreeing to interest costs on Refunding Bonds pursuant to such Agreement; and.” Mr. Bloom briefed the committee on the current market and the present value savings on the two refunding series combined. The two series combined present value savings was just over $8.5 million; the third series was approximately $5.3 million; and the fourth series was approximately $3.1’ million. Vv Discussions ensued regarding changes to the Confirming Resolution. Mr. Saxton read the Confirming Resolution in its entirety into record: “Confirming Resolution of the Bradley Lake Project Management Committee Relating to Forward Bond Purchase Agreement. Whereas, the Bradley Lake Project Management Committee adopted the Approving Resolution of Bradley Lake Hydroelectric Project, Project Management Committee on December 9, 1997 (‘Approving Resolution”); and Enos, Whereas, the Alaskan) | Authority (“Authority”) intends to enter into the Forward Delivery Bond Purchase Agreement with Goldman Sachs & Co. agreeing to interest costs on Refunding Bonds pursuant to such Agreement; and Whereas, the purpose of this resolution is to confirm and ratify the Approving Resolution and the actions to be taken by the Authority to execute the Forward Bond Purchase Agreement: Now, Therefore, Be It Resolved by the Bradley Lake Project Management Committee that the actions to be taken by the Authority to execute the Forward Bond Purchase Agreement with Goldman Sachs & Co. are approved, confirmed, and ratified. Adopted this 12" day of December, 1997.” MOTION: Mr. Norm Story moved to approve the Confirming Resolution as so stated by “7c, Ron Saxton. Seconded by Ms. Meera Kohler. There being no discussion, a roll call vote was requested. Upon roll call vote, the motion passed unanimously. Hearing no objection, Chairman Bjornstad adjourned the meeting at 10:20 a.m. Secretary ATER WYNNE Suite 1800 222 S.W. Columbia HEWITT Portland, Oregon 97201-6618 (503) 226-1191 DopDsoNn & Fax (503) 226.0079 SKERRITT, LLP TL CY ir { MIE fl 1 ATTORNEYS AT LAW 1D) ce Ge | We [n\ December 12, 1997 Ih ( wm eT | LN sen. _ [ui PA 2219y7 L Alaska Indy Development and Expor rt Authority Gene Bjornstad Chugach Electric Association, Inc. | +0 dO 5601 Minnesota Drive (99518) P.O. Box 196300 pie Anchorage, AK 99519-6300 ie Dear Gene: / f Enclosed is a revised copy of the Resolution as approved by the BPMC. Please sign it and forward it to the secretary for execution. A copy of the signed resolution should be provided to me and all BPMC members. Singérely, lin cc: Dennis McCrohan, AEA (w/encl.) Encl. RLS\133der.Itr Seattle, Washington (206) 623-4711 Fax (206) 467-8406 * San Francisco, California (415) 421-4143 Fax (415) 989-1263 Cp Rere Coll My Bradley Lake PROJECT MANAGEMENT COMMITTEE MEETING < De ember ed S997 (Date) ALDEA Board Kopr— (Location) PLEASE SIGN IN REPRESENTING 10 ll ———E———E—EEE—EE—EEE 12 3 pO 14 sf 16 u | 18 19 ——} 20 21 22 [ 92Q2\IT9884 RESOLUTION NO. 97-1 __ CONFIRMING RESOLUTION OF THE BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE RELATING TO FORWARD BOND PURCHASE AGREEMENT WHEREAS, the Bradley Lake Project Management Committee adopted the Approving Resolution of Bradley Lake Hydroelectric Project, Project Management Committee on December 9, 1997 ("Approving Resolution"); and WHEREAS, the Alaska Energy Authority ("Authority") intends to enter into the Forward Delivery Bond Purchase Agreement with Goldman, Sachs & Co. agreeing to interest costs on Refunding Bonds pursuant to such Agreement; and WHEREAS, the purpose of this resolution is to confirm and ratify the Approving Resolution and the actions to be taken by the Authority to execute the Forward Bond Purchase Agreement; NOW, THEREFORE, BE IT RESOLVED by the Bradley Lake Project Management Committee that the actions to be taken by the Authority to execute the Forward Bond Purchase Agreement with Goldman Sachs & Co. are approved, confirmed and ratfied. ADOPTED this 12th day of December, 1997. PROJECT MANAGEMENT COMMITTEE Chairrha au ee Conia v Me Leste ecretary Attest: LGH\1087Igh.doc 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 TO: FROM: DATE: ALASKA INDUSTRIAL DEVELOPMENT » 4 AND EXPORT AUTHORITY MEMORANDUM AIDEA/AEA Staff Dennis V. McCrohan, P.E. Deputy Director - Project Development and Operations December 11, 1997 SUBJECT: Delegation of Authority = ALASKA @—™ ENERGY AUTHORITY FAX 907 / 269-3044 During my absence from the office Friday, December 12, 1997, Valorie Walker is hereby designated as Acting Deputy Director — Project Development and Operations. This Delegation of Authority is in effect until my return. DVM:sd h:all\sdean\delegation of auth cc: D. Randy Simmons, Executive Director Valorie F. Walker, Deputy Director-Finance James A. McMillan, Deputy Director-Credit Robert G. Poe, Business Development Manager Keith A. Laufer, Finance and Legal Affairs Manager Ronald E. Miller, HCCP Procurement Manager Stanley E. Sieczkowski, Operations Manager John E. Wood, Project Manager Karl Reiche, Projects Development Manager Elaine McCambridge, Accountant V Curtis Sullivan, Procurement Manager ce APPROVING RESOLUTION OF BRADLEY LAKE HYDROELECTRIC PROJECT PROJECT MANAGEMENT COMMITTEE WHEREAS, pursuant to Section 13 of that certain Bradley Lake Hydroelectric Project Agreement for the Sale and Purchase of Electric Power (the "Power Sales Agreement") dated as of December 8, 1987, by and among the Chugach Electric Association, Inc., Golden Valley Electric Association, Inc., the Municipality of Anchorage d/b/a Municipal Light and Power, the City of Seward d/b/a Seward Electric System, and Alaska Electric Generation & Transmission Cooperative, Inc., and as Additional Parties Homer Electric Association, Inc. and Matanuska Electric Association, Inc. (as used herein collectively, the "Power Purchasers"), and the Alaska Energy Authority (the "Authority"), a Project Management Committee (the "Committee") has been duly formed in connection with the Bradley Lake Hydroelectric Project (the "Project") of the Authority for the purposes and with the responsibilities specified by the Power Sales Agreement; and WHEREAS, the Project has been financed with proceeds of the Authority’s $105,001,142 principal amount Power Revenue Bonds, First Series (Bradley Lake Hydroelectric Project) (the "First Series Bonds"), and $60,259,015.10 principal amount Power Revenue Bonds, Second Series (Bradley Lake Hydroelectric Project) (the "Second Series Bonds"); and WHEREAS, the Power Purchasers are obligated under the Power Sales Agreement to pay to the Authority their respective Percentage Shares of Annual Project Costs in connection with the Project, including without limitation amounts required to be set aside by the Authority for the payment of Debt Service on the First Series Bonds and the Second Series Bonds and on other Bonds approved in accordance with Sections 11 and 13 of the Power Sales Agreement, including Bonds issued to refund the First Series Bonds and the Second Series Bonds; and WHEREAS, the Committee has determined on behalf of the Power Purchasers and Authority that it is in the best interests of the Authority and Power Purchasers and their respective customers and ratepayers that certain maturities of the callable portions of the First Series Bonds (the "Refunded First Series Bonds") and certain maturities of the callable portions of the Second Series Bonds (the "Refunded Second Series Bonds" and, together with the Refunded First Series Bonds, the "Refunded Bonds") be refunded in current refundings for the purpose of realizing a substantial savings in Debt Service on Bonds issued by the Authority for the Project and thereby reducing the amount of Annual Project Costs payable by each Power Purchaser under the Power Sales Agreement; and LGH\BL.Res Approving Resolution of Bradley Lake Hydroelectric Project Page 2 WHEREAS, the Refunded Bonds are "private activity bonds" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code"), and as such may not be refunded in an advance refunding within the meaning of the Code; and WHEREAS, Goldman, Sachs & Co. (the "Purchaser") has proposed to enter into a Forward Delivery Bond Purchase Agreement (the "Forward Delivery Agreement") with the Authority to be dated December 10, 1997, under which, among other things, subject to the terms, conditions, representations, warranties and agreements contained in the Forward Delivery Agreement, the Purchaser agrees to purchase from the Authority on a forward basis all of the Authority’s Power Revenue Refunding Bonds, Third Series (Bradley Lake Hydroelectric Project) (the "Third Series Bonds"), to be issued on or about April 9, 1999, to currently refund the Refunded First Series Bonds, and all of the Authority’s Power Revenue Refunding Bonds, Fourth Series (Bradley Lake Hydroelectric Project) (the "Fourth Series Bonds"), to be issued on or about April 4, 2000, to currently refund the Refunded Second Series Bonds (the Third Series Bonds and the Fourth Series Bonds being collectively referred to herein as the "Refunding Bonds"), which Refunding Bonds shall have such principal amounts, maturities, interest rates, yields and redemption provisions to be specified in Schedule I attached to the Forward Delivery Agreement; and WHEREAS, the Committee on behalf of the Power Purchasers has requested and does hereby request that (1) the Authority enter into the Forward Delivery Agreement with the Purchaser, (2) the Authority sell, issue and deliver the Refunding Bonds as provided in the Forward Delivery Agreement, and (3) the Authority incur certain other obligations in furtherance thereof, including without limitation entering into a Continuing Disclosure Agreement in respect of the Refunding Bonds as required by SEC Rule 15c2-12, under which rule each Power Purchaser, other than Seward Electric System, would be treated as an "obligated person" in respect of the Refunding Bonds; and WHEREAS, the Forward Delivery Agreement will, among other things, require the Authority to provide to the Purchaser at the time of Closing of the sale and purchase of the Refunding Bonds an Official Statement for the Refunding Bonds and also to provide Updated Official Statements for the Refunding Bonds and related certificates from time to time thereafter in connection with the offering of each series of Refunding Bonds to the public, and the cooperation and assistance of the Committee and the Power Purchasers will be necessary for the Authority to meet those requirements; and LGH\BL.Res Approving Resolution of Bradley Lake Hydroelectric Project Page 3 WHEREAS, the Continuing Disclosure Agreement will require that the Authority cause certain annual financial information and operating data be provided to the Dissemination Agent (as defined in the Continuing Disclosure Agreement) in connection with the Refunding Bonds and to provide notice of the occurrence of certain events, and it will be necessary for the Power Purchasers to provide annually on a continuing basis during the term of the Refunding Bonds information of the type that has been furnished by the Power Purchasers to the Authority for inclusion in the Official Statement for the Refunding Bonds; and in furtherance of this obligation, the Power Purchasers and the Authority have entered into an Agreement to Support Forward Refunding; and WHEREAS, Section 11 of the Power Sales Agreement provides that the Authority will not supplement the Bond Resolution in any manner, or adopt a new Bond Resolution in connection with the refunding of the Bonds (including the Refunded Bonds), which would materially adversely affect the ability of a Power Purchaser to fulfill the terms of the Power Sales Agreement or impose any increased burden or obligation, financial or otherwise, on a Power Purchaser without its consent unless the Committee has approved the Authority’s proposed action by a resolution adopted by the affirmative vote of the members of the Committee whose Percentage Shares equal or exceed eighty percent (80%) of Project Capacity and of Annual Project Costs; and WHEREAS, the parties to the Power Sales Agreement find that the Financing Documents (as defined below) may impose an increased burden or obligation on the Power Purchasers; and WHEREAS, the purpose of this resolution is to provide evidence to all parties to the Power Sales Agreement, special counsel to the Railbelt Utilities Group, and the Purchaser, of the Committee’s approval on behalf of the Power Purchasers of and with the terms of the Forward Delivery Agreement, the Continuing Disclosure Undertaking, the Agreement to Support Forward Refunding, the Official Statement for the Refunding Bonds (insofar as the information therein relates to the Power Purchasers, the Project and certain factors affecting the electric utility industry), and the Authority’s Resolution No. 1997-03 authorizing the sale, issuance and delivery of the Refunding Bonds and related matters, all substantially in the form thereof presented to the Committee on the date hereof and attached hereto as Exhibits A through E (collectively the "Financing Documents") and to approve the payment obligations of the Power Purchasers under the Financing Documents as Annual Project Costs pursuant to Section 8(a) of the Power Sales Agreement; LGH\BL.Res Approving Resolution of Bradley Lake Hydroelectric Project Page 4 NOW, THEREFORE, IT IS RESOLVED BY THE COMMITTEE ON BEHALF OF THE POWER PURCHASERS as follows: t The Financing Documents are approved. This Section constitutes approval of the amendments and supplements to the Bond Resolution made in connection with the issuance of the Refunding Bonds attached as Exhibit E as required by Section 11 of the Power Sales Agreement. . 2s Pursuant to Sections 11 and 13 of the Power Sales Agreement, the Committee hereby expressly approves and determines that the payment obligations to be imposed on the Authority arising out of the sale, purchase, issuance and delivery of the Refunding Bonds under and pursuant to the terms of the Forward Delivery Agreement, including without limitation the payment of compensation to the Purchaser under Section 4 thereof, pursuant to the Authority’s Resolution No. 1997-03, are and shall, pursuant to Section 8(a) of the Power Sales Agreement, be specifically included in Annual Project Costs payable by the Power Purchasers under the Power Sales Agreement. eh The Committee hereby determines that the Forward Delivery Agreement will provide for the payment of certain compensation to the Purchaser if the Closing has occurred but Settlement does not occur (subject to the terms, limitations, and conditions set forth in the Forward Delivery Agreement), and the payment of such compensation in connection with the Refunding Bonds shall be included in Annual Project Costs under the Power Sales Agreement, unless incurred solely as a result of the failure or refusal of the Authority to close the Settlement for reasons which are not excused by the Forward Delivery Agreement. 4. The Committee appoints Eugene Bjornstad, General Manager of Chugach Electric Association, Inc., and authorizes and directs him to evidence the Committee’s approval of the Forward Delivery Agreement and the Continuing Disclosure Agreement. 55 Following the Closing, this resolution shall be irrevocable, and each Power Purchaser shall, pursuant to the Power Sales Agreement and the Agreement to Support Forward Funding, cooperate with the Authority and the Purchaser and take such actions as are reasonably required to accomplish the issuance and delivery of the Refunding Bonds, subject to all of the terms, conditions, representations, warranties, and agreements contained in the Financing Documents. LGH\BL.Res Approving Resolution of Bradley Lake Hydroelectric Project Page 5 6. Ater Wynne Hewitt Dodson & Skerritt, LLP, as Special Counsel to a group of Power Purchasers otherwise known as the Railbelt Utilities Group ("RUG"), is hereby directed to execute and deliver on behalf of the RUG an opinion in substantially the form attached as Exhibit E to the Forward Delivery Agreement. Payment for these services shall be deemed a "cost of the Committee" within the meaning of Section 8(c)(vii)(D) of the PSA. a: Any capitalized term used and not otherwise defined in this resolution shall have the meaning given such term in the Power Sales Agreement or the Forward Delivery Agreement, as applicable. ADOPTED this 9th day of December, 1997. PERCENTAGE SHARE OF CAPACITY AND ANNUAL COSTS UNDER POWER SALES AGREEMENT CHUGACH ELECTRIC ASSOCIATION, INC. 30.4% MUNICIPALITY OF ANCHORAGE MUNICIPAL 25.9% LIGHT & POWER By: . NG Name: MEERA Ko} lLER- Title_GEVERAC WAN AgE-— LGH\BL.Res Approving Resolution of Bradley Lake Hydroelectric Project Page 6 ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. (acting on behalf of Homer Electric Association, Inc., and Matanuska Electric Association, Inc.) By: RoBER LC Hu EMAN Name: VS Title: eee Aen GOLDEN VALLEY ELECTRIC ASSOCIATION, Title. Ge"era/ Mankger CITY oe SEWARD dba SEWARD ELECTRIC Name: Dave Cc ALUE an Title: Mau ager, Eagiascnug © Ut ALASKA ENERGY AUTHORITY 25.8% (Homer - 12.0% Matanuska - 13.8%) 16.9% 1.0% LGH\BL.Res RESOLUTION NO. 97-1 CONFIRMING RESOLUTION OF THE BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE RELATING TO FORWARD BOND PURCHASE AGREEMENT WHEREAS, the Bradley Lake Project Management Committee adopted the Approving Resolution of Bradley Lake Hydroelectric Project, Project Management Committee on December 9, 1997 (“Approving Resolution”); and WHEREAS, the Alaska Energy Authority (“Authority”) intends to enter into the Forward Delivery Bond Purchase Agreement with Goldman Sachs & Co. agreeing to interest costs on Refunding Bonds pursuant to such Agreement; and WHEREAS, the purpose of this resolution is to confirm and ratify the Approving Resolution and the actions to be taken by the Authority to execute the Forward Bond Purchase Agreement; NOW, THEREFORE, BE IT RESOLVED by the Bradley Lake Project Management Committee that the actions to be taken by the Authority to execute the Forward Bond Purchase Agreement with Goldman Sachs & Co. are approved, confirmed and ratified. ADOPTED this 12" day of December, 1997. PROJECT MANAGEMENT COMMITTEE ae \ \ \( eeu ok aS EB eel Secretary ATTEST: #8402 i773, =~) AFFIDAVIT OF PUBLICATION $47.73 STATE OF ALASKA, ) THIRD JUDICIAL DISTRICT. ) Eva M. Kaufmann being first duly sworn on oath deposes and says that he/she is an advertising representative of the Anchorage Daily News, a daily newspaper. That said newspaper has been approved by the Third Judicial Court, Anchorage, Alaska, and it now and has been published in the English language continually as a daily newspaper in Anchorage, Alaska, and it is now and during all said time was printed in an office maintained at the aforesaid place of publication of said newspaper. That the annexed is a copy of an advertisement as it was published in regular issues (and not in supplemental form) of said newspaper on Dees 5.1997 and that such newspaper was regularly distributed to its subscribers during all of said period. That the full amount of the fee charged for the foregoing Publication is not in excess of the rate charged _ private individuals. Third Division. on fs BS Anchorage, Ala: MY COMMISSION EXPIRE! i tide mr iF are ~)"ALaska ENE Lae et oe INDUSTRIAL.) f> DEVELOPMENT AND EXPORT AUTHORITY © °°) Public Notice 7.8." “Brodley Lake Project + 9 Beers Commnlties A ai Y ‘iven, “thal the Brodley ‘Lone Project ie hol latfairs’ of ‘the eaten Alaska " Industrial "Developm ‘and ‘Export Aton 1|meeting. will a.m, Seed “11997. A sec 2 be aula _teleconte inesday, 5 1]1997, ot 0:00 oa public wishing fo” i] reportto the address. For information, » Biornstod, Chugach | E! (907) 563-7494, Alaska (AIDI with Title 1 of, with Disabilities 333 aH > g 353 SECRETARY’S CERTIFICATE |, DENNIS V. McCROHAN, Secretary of the Project Management Committee (the "PMC") HEREBY CERTIFY that attached hereto is a true, complete and correct copy of the minutes of the meeting of the Board of Directors of the PMC duly called and held on December 9, 1997, and continued on December 10 and 12, 1997, and that said minutes contain all action taken at the meeting pertinent to the Authority's Power Revenue Refunding Bonds, Third Series (Bradley Lake Hydroelectric Project) and the Authority’s Power Revenue Refunding Bonds, Fourth Series (Bradley Lake Hydroelectric Project). IN WITNESS WHEREOF, | have hereunto set my hand this 16th day of January 1998. = 5 on in V Me Cabo = DENNIS V. McCROHAN oe Secretary AFFOSE76/5379.0809 RESOLUTION CERTIFICATE |, DENNIS V. McCROHAN, Secretary of the Project Management Committee (the "PMC") HEREBY CERTIFY that the attached Resolution No. 97-1, entitled "CONFIRMING RESOLUTION OF THE BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE RELATING TO FORWARD BOND PURCHASE AGREEMENT" was duly adopted by the Board of Directors of the PMC at a meeting thereof duly called and held on December 9, 1997, and continued on December 10 and 12, 1997, at which a quorum was present and acting throughout, and that said Resolution has been compared by me with the original thereof recorded in the minute book of said PMC and it is a correct transcript therefrom and of the whole of said original and that said Resolution has not been altered, amended or repealed, but is in full force and effect on the date hereof. IN WITNESS WHEREOF, | have hereunto set my hand this 16th day of January 1998. Dunit Lode DENNIS V. McCROHAN Secretary AFFO5E78/5379.0809 RESOLUTION CERTIFICATE |, DENNIS V. McCROHAN, Secretary of the Project Management Committee (the "PMC") HEREBY CERTIFY that the attached Resolution entitled "APPROVING RESOLUTION OF BRADLEY LAKE HYDROELECTRIC PROJECT, PROJECT MANAGEMENT COMMITTEE" was duly adopted by the Board of Directors of the PMC at a meeting thereof duly called and held on December 9, 1997, and continued on December 10 and 12, 1997, at which a quorum was present and acting throughout, and that said Resolution has been compared by me with the original thereof recorded in the minute book of said PMC and it is a correct transcript therefrom and of the whole of said original and that said Resolution has not been altered, amended or repealed, but is in full force and effect on the date hereof. IN WITNESS WHEREOF, | have hereunto set my hand this 16th day of January 1998. rman MCs DENNIS V. MCCROHAN : : Secretary Dae) eenegtasanien 3 : AFFOSE77/5379.0809 GENERAL CERTIFICATE OF THE PROJECT MANAGEMENT COMMITTEE |, DENNIS V. MCCROHAN, Secretary of the Project Management Committee for the Bradley Lake Hydroelectric Project (the “Project Management Committee”) HEREBY CERTIFY that: 1. | am the duly appointed, qualified and acting Secretary of the Project Management Committee, qualified to do and perform all things and execute all documents in the name of the Project Management Committee necessary or convenient to the refinancing of power revenue bonds issued by the Alaska Energy Authority, and agreed to by members of the Project Management Committee in the Agreement to Support Forward Refunding and the Settlement Agreement, dated December 9, 1997. 2: The Project Management Committee was duly created pursuant to Section 13(a) of an agreement for the sale and purchase of power (the “Power Sales Agreement’) among the Alaska Energy Authority, and Chugach Electric Association, Inc., Golden Valley Electric Association, Inc., Municipality of Anchorage d/b/a Municipal Light & Power, City of Seward d/b/a Seward Electric System, Alaska Electric Generation and Transmission Cooperative, Inc., Homer Electric Association, Inc. and Matanuska Electric Association, Inc., dated December 8, 1987. 3. The representatives now serving on the Project Management Committee and the designated alternate for each representative on said Committee is set forth below: City of Seward David Calvert Alaska Energy Authority Dennis V. McCrohan Stan Sieczkowski Matanuska Electric Association, Inc. Wayne D. Carmony James Hall Chugach Electric Association, Inc. Eugene N. Bjomstad Homer Electric Association, Inc. Norm Story Mike Yerkes Golden Valley Electric Association, Inc. Michael P. Kelly Bradley Evans Municipal Light & Power Meera Kohler Hank Nikkels Each representative and alternate listed above was duly appointed on or before December 12, 1997, and continues to serve as of the date hereof. 4. The By-Laws goveming the conduct of the Project Management Committee’s affairs, attached hereto as Exhibit A, were adopted in accordance with, and pursuant to, Section 13(b) of the Power Sales Agreement. IN WITNESS WHEREOF, | have hereunto set my hand this IG date of January, 1998. DENNIS V. MCCROHAN Secretary, Project Management Committee Attachment Page 2 — General Certificate of Project Management Committee h:\all\sdean\bpme\general certificate of the PMC DRAFT January 2, 1998 5379.0809 CLCief WAJB 12. Certificate of Lieutenant Governor as to Members of the Authority WAJB 13. General Certificate of the Authority, with By-Laws of the Authority WAJB 14. Proof of Notice of October 29, 1997 Meeting of the Board of Directors WAJB 15. Certified Copy of the Minutes of the October 29, 1997 Meeting of the Board of Directors, Showing Adoption of the Third Supplemental Resolution WAJB 16. Copy of Notice to Governor and Legislation as Required by Alaska Statutes with Proof of Mailing Part Ill & . u ae aby ¢ WP ROUECT MANAGEMENT COMMI é AWHDS 17. Geral Certificate of the Committee, with By-Laws oe Committee wey aay/ AWHDS 18. Certified Copy of Resolution No. 97-__ Approving the ‘ Forward Delivery Bond Purchase Transaction vy? AWHDS 19. Proof of Notice of December 9, 1997 Meeting of the Pro- ; ject Management Committee yAYYAWHDS "20. Certified Copy of Minutes of the December 9, 1997 Meet- ing of the Project Management Committee AWHDS © 21. Certified Copy of Resolution No. 97-__ Affirming the ( Terms of the Forward Delivery Bond Purchase Transaction oD ue \“AWHDS 22. , Proof of Notice of December 12, 1997 Meeting of the caw rr iss, me i, mts cig o “Project Management Committee ean An AWHDS "2a, Certified Minutes of the December 12, 1997 Meeting of the Project Management Committee v / A Part IV POWER PURCHASERS AWHDS 24. Settlement Agreement AEA/Power Revenue Refunding Bonds, Third Series and Power Revenue Refunding Bonds, Fourth Series (Bradley Laka Hydmalactric Project) Tabla of Contents ' AFFOSE4B/5379.0809 Page 2 RESOLUTION NO. 97-__ CONFIRMING RESOLUTION OF THE BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE RELATING TO FORWARD BOND PURCHASE AGREEMENT WHEREAS, the Bradley Lake Project Management Committee adopted the Approving Resolution of Bradley Lake Hydroelectric Project, Project Management Committee on December 9, 1997 (“Approving Resolution”); and WHEREAS, the Alaska Energy Authority (“Authority”) intends to enter into the Forward Delivery Bond Purchase Agreement with Goldman Sachs & Co. agreeing to interest costs on Refunding Bonds pursuant to such Agreement; and WHEREAS, the purpose of this resolution is to confirm and ratify the Approving Resolution and the actions to be taken by the Authority to execute the Forward Bond Purchase Agreement; NOW, THEREFORE, BE IT RESOLVED by the Bradley Lake Project Management Committee that the actions to be taken by the Authority to execute the Forward Bond Purchase Agreement with Goldman Sachs & Co. are approved, confirmed and ratified. ADOPTED this 12" day of December, 1997. PROJECT MANAGEMENT COMMITTEE Ce Deans ‘( oQeu oh “AS OO. Dell Secretary ATTEST: Bond Buyer Revenue Bond Index—1980 to Present ‘TT 99d ELA LI A MN SO SE EN ON PL SR EE ET SE Se NE a Yield (%) 16 14 412 10 8 Dec. 4, 1997 5.48% 6 \ (A 4- ow Jat Jan Jan Jon Jan Jan Jan Jan Jan Dec 80 82 84 86 88 90 92 94 96 97 - WY9E:T1 L661 00 2 SHOVS NY 9719 ON ‘d 21/2] No, 6150 3/3 Dec, 11.1997 12:28PM ‘AN SACHS & CO, SAVINGS BY UTILITY Alaska Energy Authority Bradley Lake Hydroelectric Project Power Revenue Bonds - Aggregate Assumes Final Pricing Rates as of December 11, 1997 Power Purchasers Maturity 7h199 45,368.97 36,651.47 26,220.48 20,804.22 17,908.02 1,492.33 149,233.47 7mm 223,880.92 180,74832 «124,465.12 101,634.24 «88,377.60 —«7,964.80 736,480.00 7101 312,712.64 286,472.94 = 173,843.54 141,955.08 123,439.20 «10,288.60 1,028,680.00 TH N02 312,201.16 285,987.17 173,589.20 141,72290 123,237.30 —10,268.78 1,026,977.50 71103 312,143.40 285,937.08 173,527.09 144,698.68 «123,214.60 10,267.88 1,028,787.50 7104 912,594.80 286,271.43 173,744.68 «141,874.35 «123,960.00 -—«10,280.76 1,028,075.00 7h 05 313,048.58 266,709.14 174,030.29 142,10757 «123,571.80 ‘10,297.65 4,029,768,00 7106 311,019.36 264,980.31 «172,902.21 141,186.42 «122,770.80 —«10,230.90 1,023,000.00 TANT 311,840.16 265,679.61 173,358.51 «141,559.02 «123,084.80 _—+10,267.80 1,025,760.00 TAS 311,444.96 265,342.91 173,138.61 141,379.62 122,938.80 10,244.90 1,024,490,00 7109 310,966.16 264,934.99 © 172,872.84 © 144,162.27 122,749.80 «10,228.15 1,022,016,00 7ANO 212,088.16 285,873.88 © «173,485.26 © 141,66262 123,184.80 10,285.40 4,026,540.00 7AM 311,490.58 285,381.76 = 173,164.18 14140032 «122,958.80 10,248.40 4,024,640.00 7AN2 311,369.72 285,278.81 173,008.98) 141,345.47 = 122,908.10 10,242.43 1,024,242.50 73 311,216.96 285,148.68 © 173,01208 141,276.12 «122,848.80 «10,237.40 1,023,740,00 7AN4 912,220.16 266,008.36 «173,560.76 141,731.52 123,244,80 10,270.40 1,027,040.00 TANS 312,041.56 265,851.20 173,470.47 141,050.45 123,174.30 _—10,284.63 1,026,452,50 TANG 31225056 266,029.28 173,586.66 141,745.32 123,256.80 10,271.40 4,027,140.00 TNT 310,920.86 264,898.14 172,847.29 © 144,141.57 122,731.80 ‘10,227.65 1,022,765,00 TANS 117,228.20 99,873.64 65,168.51 83,214.53 427350 3,856.13 385,612.50 TANS 117,378.20 100,003.14 65,253.01 53,283.53 4633350 3,861.13 306,112.50 7120 117,021.00 99,608.81 05,054.44 53,421.38 4619250 3,840.38 384,937.50 rare 197,507.40 100,113.21 85,324.84 $3,342.18 4638450 3,865.38 386,537.50 146,818.08 _ $3,367,696.97 _ $2,741,787.24 16282 $198,680.23 $1,623,382.72 — $1,383,079.36 $902,472.63 $736,930.31 $640,808.97 $53,400.76 Dec. 11.1997 11:35AM MAN SACHS & CO, No. 6146 P. 10/12 SAVINGS BY UTILITY Alaska Energy Authority Bradley Lake Hydroelectric Project Power Revenue Bonds, Third Series Assumes Final Pricing Rates as of December 11, 1997 Power Purchasers Golden Grand Valley Total Maturity 16.9% 100.0% 71/99 45,366.97 38,651.47 25,220.46 20,594.22 17,908.02 1,492.33 149,233.47 TIN100 184,992.44 166,128.43 108,400.40 68,516.31 76,970.70 6,414.23 641,422.50 TAO 195,144.44 166,257.93 108,484.90 88,585.31 77,030.70 6,419.23 641,922.50 TAIZ 195,281.24 166,374.48 108,560.95 88,647.41 77,084.70 6,423.73 642,372.50 TANS 194,197.48 165,451.14 107,958.47 88,155.44 76,656.90 6,388.08 638,807.50 704 194,752.28 165,923.82 108,266.89 88,407.29 76,875.90 6,406.33 640,632.50 TAKS 195,161.16 168,272.17 106,494.20 86,592.90 77,037.30 6,419.78 641,977.50 TIN106 194,477.16 165,689.42 108,113.95 88,282.40 76,767.30 6,397.28 639,727.50 7NI07 193,876.76 165,177.90 107,760.17 88,009.85 76,530.30 6,377.53 687,752.50 TAS 194,971.16 166,110.30 108,388.57 88,506.65 76,962.30 6,413.53 641,352.50 TANS 194,279.56 165,521.07 108,004.10 88,192.70 76,689.30 6,390.78 639,077.50 7ANO 195,077.56 166,200.95 108,447.72 88,654.95 77,004.30 6,417.03 641,702.50 TINA 194,104.76 165,372.15 107,906.92 ‘88,113.35 76,620.30 6,385.03 638,502.50 TNA2Z 194,306.16 165,543.74 108,018.89 88,204.77 76,699.60 6,391.65 639,165.00 TANS 193,922.36 165,216.75 107,805.52 88,030.55 76,548.30 6,379.03 637,902.50 TANS 194,287.16 165,527.55 108,008.32 88,196.15 76,682.30 6,391.03 639,102.50 TANS 495,123.16 166,239.80 108,473.07 68,575.65 77,022.30 6,418.53 641,652.50 TANG 194,651.96 165,836.35 108,211.12 86,361.75 76,836.30 6,403.03 640,302.50 TANT 194,207.36 165,459.56 107,963.96 88,159.92 76,660.80 6,388.40 636,840.00 Total $3,648,181.13 —$3,022,956.96 $1,972,608,69 $1,610,687.49 $1,400,597.62 $118,716.48 $11,671,648,47 Net Present $ $1,623,38272 $1,383,079.36 $902,472.63 $736,930.31 $640,808.97 $63,400.75 $5,340,074.73 Value 9.0% Savings Dec. 11.1997 11:35AM MAN SACHS & CO, No. 6146 =P. 11/12 SAVINGS BY UTILITY Alaska Energy Authority Bradley Lake Hydroelectric Project Power Revenue Bonds, Fourth Series Assumes Final Pricing Rates as of December 11, 1997 Power Purchasers Golden Matanuska City of Grand Electric ML&P Valley Electric Electric Seward Total Maturity 25.9% 18.9% 13.8% 12.0% 1.0% 100.0% 7/1700 28,897.48 24,619.89 16,064.72 13,117.94 11,406.90 950.58 95,057.50 7H 117,568.20 100,165.01 65,358.64 53,369.78 48,408.50 3,867.38 306,737.50 72 116,919.92 99,612.70 64,998,25 53,075.49 46,152.60 3,846.05 384,605.00 7/1103 117,946.92 100,486.82 65,568.62 83,541.24 46,557.60 3,879.80 397,980.00 7/1104 117,782.52 100,347.61 65,477.78 53,467.07 46,493.10 3,874.43 387,442.50 70S 117,887.40 100,436.96 65,536.09 53,514.68 46,534.50 3,877.68 387,787.50 7106 116,542.20 99,290.89 64,788.26 52,904.03 46,003.50 3,833.63 383,362.50 707 117,963.40 100,501.71 65,578.34 53,549.18 46,564.50 3,880.38 388,037.50 7/1108 116,473.80 99,232.61 64,750.24 52,872.98 45,976.50 3,631.38 383,137.50 7A/09 116,686.60 99,413.91 64,868.54 52,960.58 48,060.50 3,838,38 383,837.50 7ANO 116,990.60 99,672.91 65,037.54 53,107.58 48,180.50 3,848.38 384,837.50 TAMA 117,385.80 100,009.61 65,257.24 53,286.98 48,336.50 3,861.38 386,137.50 TAN2 117,063.56 99,735.07 65,078.10 53,140.70 48,209.30 3,850.78 385,077.50 7AA3 117,294.60 99,931.91 65,206.54 53,245.58 46,300.50 3,858.38 385,837.50 7AN4 117,933.00 100,475.81 65,561.44 53,535.38 46,552.50 3,879.38 387,937.50 TANS 116,918.40 99,611.40 64,997.40 $3,074.80 48,152.00 3,846,00 384,600.00 THING 117,598.60 100,190.91 65,375.54 53,383.58 48,420.50 3,868.38 386,837.50 TANT 116,713.20 99,496.58 64,883.33 52,981.65 48,071.00 3,839.25 383,925.00 7AN8 117,228.20 99,873.64 65,168.51 53,214.53 48,273.50 3,896.13 385,612.50 mn 197,378.20 100,003.14 65,253.01 $3,283.63 48,333.50 3,861.13 386,112.50 7/1120 117,021.00 99,698.81 65,054.44 93,121.38 46,192.50 3,849.38 384,937.50 724 117,507.40 100,113.21 65,324.84 53,342.18 48,384.50 3,865.38 386,537.50 Total $2,491,698.00 $2,122,861.13 _$1,385,167.98 _$1,131,099.75 $983,566.00 $81,963,75 $8,196,376.00 $1,623,38272 $1,383,079.36 $902,472.63 $736,830.31 $640,808.97 $53,400.75 $3, 161,383.36 6.8% Dec. 11. 1997 11:34AM MAN SACHS & CO, No, 6146 Avs SOURCES AND USES OF FUNDS Alaska Energy Authority Bradley Lake Forward Refunding Bonds Power Revenue Bonds, Third Series Noncall Rates as of December 11, 1997 Oated Date 04/06/1999 Delivery Date 04/06/1999 Sources: Bond Proceeds: Par Amount 59,485, 000.00 Prenium 2.096,603.15_ 61,581 603.15 Other Sources of Funds: Interest Funds on Hand 1,627,357.50 63,008,960.65 Uses: Refunding Escrow Deposits: Cash Deposit 821,25 Open Market Purchases 61,706, 165.35 61,706,966.60 Delivery Date Expenses: Cost of Issuance 600,000.00 Underwriter's Discount 551,058.76 Bond Insurance (15 bps) 149,387.14 14,300, 445.90 Other Uses of Funds; Contingency 3,568.15 63,008, 960.65 11-Dec-97 4:17 pm Prepared by Goldman, Sachs & Co. (Finance 3.104 AEA:1997) Page 1 Dec. 11.1997 11:34AM IAN SACHS & C0, No. 6146 =P. 3/12 RR SUMMARY OF REFUNDING RESULTS Alaska Energy Authority Bradley Lake Forward Refunding Bonds Power Revenue Bonds, Third Series Woncall Rates as of December 11, 1997 Dated Date 04/06/1999 Delivery Date 04/06/1999 Arbitrage yield 5. 746356% Escrow yield 5.092628% Bond Par Amount 59,485,000.00 True Interest Cost 5.613214% Net Interest Cost 5.727602% All-In Tre 5.772396% Average Coupon 5.956960% Average Life 1.318 Duration 8.006 Par amount of refunded bonds 59,110,000,00 Average coupon of refunded bonds 7.295165% Average life of refunded bonds 11,832 PV of prior debt to 12/11/1997 @ 5.746356% 62,713,557.71 Net PV Savings 5,340,074.73 Percentage sevings of refunded bonds 4 9.036131% Percentage savings of refunding bonds B.977179% 11-Dec-97 4:17 pm Prepared by Goldman, Sachs & Co. (Finance 3,104 AEA:1997) Page 2 Dec. 11.1997 11:34AM MAN SACHS & CO, No. 6146 =P. 4/12 BOND PRICING Alaska Energy Authority Bradley Lake Forwerd Refunding Bonds Power Revenue Bonds, Third Series Woncall Rates as of December 11, 1997 Maturity Premium Bond Component Date Amount Rate Yield Price (-Discount) Takedown Serial Bonds: 07/01/1999 1,175,000 5.000% 4.950% 99.996 (47.00) 3.750 07/01/2000 2,565,000 5.000% 4.990% 100.004 102.60 3.750 07/01/2001 2,695,000 5.000% 5.030% 99.929 (1,913.45) 5,000 07/01/2002 2,830,000 5.500% 5,060% 101.289 36,478.70 5.000 07/01/2003 2,985,000 5.500% 5.090% 101.536 45,849.60 5.000 07/01/2004 3,150,000 5.500% 5.120% 101.717 54,085.50 5.000 07/01/2005 50,000 5.500% 5.150% 101,838 919.00 5,000 07/01/2006 55,000 5.500% 5,180% 101.902 1,046.10 5.000 07/01/2007 60,000 6.000% 5.210% 105.226 3,135.60 5.000 07/01/2008 3,330,000 6.000% 5.310% 106.976 165,700.80 6,250 07/01/2009 3,535,000 6.000% 5.410% 104.581 161,938.35 6.250 07/01/2010 3,760,000 6.000% 5.440% 106,651 173,947.40 6.250 07/01/2014 3,970,000 6.000% 5.520% 104.219 167,694.30 6.250 07/01/2012 4,205,000 6.000% 5.550% 106.169 175,306.45 6.250 07/01/2013 4,460,000 6,000% 5.560% 104.278 190,798.80 6.250 07/01/2014 4,730,000 6.000% 5.570% 104,367 206,559.10 7.500 07/01/2015 5,010,000 6.000% 5.580% 104,436 222,243.60 7,500 07/01/2016 5,310,000 6.000% 5.590% 104.488 238,312.80 7.500 07/01/2017 5,630,000 6.000% 5.600% 106.523 254,644.90 7.500 59,485,000 2,096, 603.15 Dated Date 04/06/1999 Delivery Date 04/06/1999 First Coupon 07/01/1999 Par Amount 59,485 ,000.00 Premium 2,096,603.15 Production 61,581,603.15 103 .524591% Underwriter's Discount (551,058, 76) (0.926383) Purchase Price 61,030,544.39 102.598209% Accrued Interest Net Proceeds 61, 030,566.39 11-Dec-97 4:17 pm Prepared by Goldman, Sachs & Co. (Finance 3,104 AEA:1997) Page 3 Dec. 11.1997 11:34AM HAN SACHS & CO, No. 6146 =P 5/12 SAVINGS Aleske Energy Authority Bradley Lake Forward Refunding Bonds Power Revenue Bonds, Third Series Noncall Rates as of December 11, 1997 Present Value : Prior Refunding to 12/11/1997 Date Debt Service Debt Service Savings @ 5.7463563% 07/01/1999 2, 141,036.25 1,991,802.78 149, 233,47 136, 644.72 07/01/2000 6,607,072.50 5,965,650.00 641,422.50 565,921.83 07/01/2001 6,609,322.50 5,967,400.00 641,922.50 536,755.22 07/01/2002 6,610,022,50 5,967,650.00 662,372.50 505,210.37 07/01/2003 6,605,807.50 5,967,000.00 638,807.50 474,429.73 07/01/2004 6,608,457.50 5,967,825,00 660,632.50 449,179.36 07/01/2005 3,336,552.50 2,694,575.00 641,977.50 426,907,07 07/01/2006 3,336,552.50 2,696,825.00 639,727.50 400, 142.39 07/01/2007 3,336,552.50 2,698,800.00 637,752.50 376,979.03 07/01/2008 6,606,552.50 5,965,200.00 641,352.50 358,223.65 07/01/2009 6,609,477,50 5,970,400.00 639,077.50 337,032.81 07/01/2010 6,605,002.50 5,963,300.00 641,702.50 319,459.49 07/01/2011 6,607,402.50 5,968,900.00 638,502.50 300,058.20 07/01/2012 6,604,865.00 5,965,700.00 639, 165,00 283,679.66 07/01/2013 6,606,302.50 5, 968,4600.00 637,902.50 266,978.40 07/01/2016 6,609,902.50 5,970,800.00 639,102.50 252,356.66 07/01/2015 6,608,852.50 5,967,000.00 641,852.50 239,063.69 07/01/2016 6,606,702.50 5,966,400.00 640,302.50 226,920.10 07/01/2017 6,606,640.00 5,967,800.00 638, 840.00 211,591.16 111,263,076.25 99,591,427.78 11,671,668.47 6,661,333.29 vings Summar: Present Value Deliv Less: Prior Refunding to 12/11/1997 Date Funds on Hand Funds on Hand Total @ 5.7463563% 04/06/1999 (1,427,357,50) 3,548.15 (1,423 ,809.35) (1,321, 258.56) (1,321,258.56) PY of savings from cash flow 6,661,333.29 Adjustments (1,321,258.56) Net PV Savings 5,340,074.73 11-Dec-97 4:17 pm Prepared by Goldman, Sachs & Co. (Finance 3,104 AEA:1997) Page 4 Dec. 11. 1997 11:34AM HAN SACHS & CO, No. 6146 P. 6/12 11-Dec-97 4:17 pm Prepared by Goldman, Sachs & Co. SOURCES AND USES OF FUNDS Alaska Energy Authority Bradley Lake Forward Refunding Bonds Power Revenue Bonds, Fourth Series Noncall Rates as of December 11, 1997 Dated Date 04/04/2000 Delivery Date 06/06/2000 Sources; Bond Proceeds: Per Amount 47,710,000.00 Original Issue Discount (52,101.65) 47,657 ,898.35 Other Sources of Funds: Interest Funds on Hand 1,110, 045,83 48,767, 946,18 Uses; Refunding Escrow Deposits: Cash Deposit 488.12 Open Market Purchases 48, 266,465.32 48,266, 953.44 Delivery Date Expenses: Underuriter's Discount 359,373.47 Bond Insurance (15 bps) 129,468.26 Forward Commitment Fee 12,946.62 501, 788.53 Other Uses of Funds: Contingency 1,202.21 48, 767,944.18 (Finance 3.104 AEA:1997) Page 5 Dec. 11.1997 11:35AM °°" "MAN SACHS & CO, No. 6146 =P. 7/12 SUMMARY OF REFUNDING RESULTS Alaska Energy Authority Bradley Lake Forward Refunding Bonds Power Revenue Bonds, Fourth Series Noncel( Rates as of December 11, 1997 Dated Date 04/04/2000 Delivery Date 04/06/2000 Arbitrage yield 5.746356% Escrow yield 4.886192% Bond Par Amount 47,710,000.00 True Interest Cost 6,061805% Net Interest Cost 6.034779% All-In TIC 6.097031% Average Coupon 5.971131% Average Life 13.550 Duration 8.628 Par amount of refunded bonds 46,235, 000.00 Average coupon of refunded bonds 7.235091% Average life of refunded bonds 14.176 PV of prior debt to 12/11/1997 @ 5.746356% 46, 765,966.53 Net PV Savings 3, 161,383.36 Percentage sevings of refunded bonds 6.B37641% Percentage savings of refunding bonds 6.626269% 11-Dec-97 4:17 pm Prepared by Goldman, Sachs & Co. (Finance 3.104 AEA:1997) Page 6 Dec. 11.1997 11:35AM = COTPMAN SACHS & CO, No. 6146 =P. 8/12 enn En nnn nnn SS TS nn BOND PRICING Alaska Energy Authority Bradley Leake Forward Refunding Bonds Power Revenue Bonds, Fourth Series Noncall Rates as of December 11, 1997 Maturity Premium Bond Component Date Amount Rate Yield Price (-Discount) Takedown Serial Bonds: 07/01/2000 895,000 5.000% 5.480% 99.868 (4, 181,40) 3.750 07/01/2001 1,830,000 5.000% 5.510% 99.387 (11,217.90) 5.000 07/01/2002 1,925,000 5.500% 5.540% 99.907 (1,790.25) 5.000 07/01/2003 2,030,000 5.500% 5.570% 99.785 (4,364.50) 5,000 07/01/2004 2,140,000 5.500% 5.600% 99.617 (8,196.20) 5.000 07/01/2005 2,260,000 5.500% 5.630% 99.407 (13,401.80) 5.000 07/01/2006 85,000 5.500% 5.660% 99.158 (715,70) 5.000 07/01/2007 85,000 6.000% 5.690% 101.808 1,536.80 5.000 07/01/2008 95,000 6.000% 5.770% 101,481 1,606.95 6.250 07/01/2009 100,000 6.000% 5.860% 100,977 977.00 6.250 07/01/2010 105,000 6.000% 5.930% 100.520 546.00 6,250 07/01/2011 2,415,000 6,000% 6,000% 100.000 6.250 07/01/2012 2,560,000 6.000% 6.000% 100.000 6.250 07/01/2013 2,715,000 6.000% 6.000% 100.000 6.250 07/01/2014 2,870,000 6.000% 6.000% 100.000 7.500 07/01/2015 3,050,000 6.000% 6.000% 100.000 7.500 07/01/2016 3,230,000 6.000% 6.000% 100.000 7.500 07/01/2017 3,430,000 6.000% 6.000% 100.000 7.500 07/01/2018 3,635,000 6.000% 6.000% 100.000 7,500 07/01/2019 3,850,000 6.000% 6.010% 99.875 (4,812.50) 7.500 07/01/2020 4,080,000 6.000% 6.010% 99.872 (5,222.40) 7.500 07/01/2021 4,325 ,000 6.000% 6.010% 99 869 (5,665.75) 7.500 47,710,000 (52,101.65) Dated Date 04/04/2000 Delivery Date 04/04/2000 First Coupon 07/01/2000 Par Amount 47,710,000.00 Discount (52,101.65) Production 47,657,898.35 99 .B90795% Underuriter's Discount (359,373.47) (0.753246) Purchase Price 47, 298,526.88 99.137550% Accrued Interest Net Proceeds 47,298,524 .88 11-Dec-97 4:17 pm Prepared by Goldman, Sachs & Co. (Finance 3.104 AEA:1997) Page 7 Dec. 11.1997 11:35AM = °°" MAN SACHS & CO, No. 6146 =P. 9/12 UU EEE EEE EEEEEEESRARS EEE SAVINGS Alaska Energy Authority Bradley Leke Forward Refunding Bonds Power Revenue Bonds, Fourth Series Noneall Rates as of December 11, 1997 Present Value Prior Refunding to 12/11/1997 Date Debt Service Debt Service Savings @ 5.7663563% 07/01/2000 1,665,068.75 1,570,011.25 95,057.50 82,246,85 07/01/2001 4,965,137.50 4,578,400.00 386,737.50 323,012.38 07/01/2002 4,966,505.00 4,581,900.00 384,605.00 303,328.27 07/01/2003 = 4, 969,005,00 6,581,025.00 387,980.00 288,910.71 07/01/2004 6,966,817.50 4,579,375.00 387,662.50 272,423.65 07/01/2005 4,969,462,.50 6,581,675.00 387, 787,50 257,412.95 07/01/2006 2,665,737.50 2,282,375.00 383,362.50 240,269.39 07/01/2007 2,665,737,50 2,277,700.00 388,037.50 229,776.53 07/01/2008 2,665,737.50 2,282,600.00 383,137.50 214,466.52 07/01/2009 2,665,737.50 2,281,900.00 383,837.50 203,060.28 07/01/2010 2,665,737.50 2,280,900,00 384,837.50 192,609.33 07/01/2011 4,970,737.50 6,584,600.00 386, 137,50 182,456.82 07/01/2012 4,969,777.50 4%,584,700.00 385,077.50 171,810.01 07/01/2013 4,971,937.50 &,586,100.00 385,837.50 162,517.54 07/01/2014 4, 966,137.50 4,578,200.00 387,937.50 154,231,463 07/01/2015 4,970,600.00 4,586,000.00 384,600.00 446,324.97 07/01/2016 4,969,837,50 4,583,000.00 386,837.50 136,968.16 07/01/2017 4,973,125.00 4,589,200.00 383,925.00 128,258.69 07/01/2018 4,976,012.50 4,588,400.00 385,612.50 121,504.40 07/01/2019 = &, 971,412.50 4,585,300.00 386,112.50 116,728.68 07/01/2020 4,969,237,50 4,584,300.00 384,937.50 107,837.31 07/01/2021 4,971,037.50 4,586,500.00 386,537.50 102,060.33 96,508,536.25 86,312,161.25 8,196,375.00 4, 133,993.19 Savings Summa Present Value Deliv Less: Prior Refunding to 12/11/1997 Date Funds on Hend = Funds on Hand Total @ 5.7463563% 04/06/2000 = (1,110, 045.83) 1,202.21 (1, 108,843.62) (972,609.83) (972,609.83) Se PV of savings from cash flow 6,133,993.19 Adjustments (972,609.83) Net PV Savings 3, 161,383.36 11-Dec-97 4:17 pm Prepared by Goldman, Sachs & Co. (Finance 3.104 AEA:1997) Page 8 2 ALASKA INDUSTRIAL DEVELOPMENT = AND EXPORT AUTHORITY = ALASKA iE =ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 January 6, 1998 Ms. Cindy S. Carl, Owner Executary 626 Cordova, Suite 104 Anchorage, Alaska 99501 Dear Cindy: Please provide a summary from the enclosed tape for the Bradley Lake Project Management Committee (BPMC) meeting minutes (send a disc of the minutes too). If you have any questions, please call me. Sincerely, i ow .) Pawel. tar Shauna M. Dean Enclosures #8402 seas ~60)d AFFIDAVIT OF PUBLIC. ION STATE OF ALASKA, ) THIRD JUDICIAL DISTRICT. ) Eva M. Kaufmann being first duly sworn on oath deposes and says that he/she is an advertising representative of the Anchorage Daily News, a daily newspaper. That said newspaper has been approved by the Third Judicial Court, Anchorage, Alaska, and it now and has been published in the English language continually as a daily newspaper in Anchorage, Alaska, and it is now and during all said time was printed in an office maintained at the aforesaid place of publication of said newspaper. That the annexed is a copy of an advertisement as it was published in regular issues (and not in supplemental form) of said newspaper on Dec. 3, 1997 and that such newspaper was regularly distributed to its subscribers during all of said period. That the full amount of the fee charged for the foregoing Publication is not in excess of the rate charged private individuals. Seagoenyn S 7 Notaty Public:in'a} the State Anchorage, A MY COMMISSION} PPO SHE Et NERO PA Page ton Soh anol iat “| DEVELOPMENT AND “EXPORT AUTHORITY © LF /A9 Public-Notice Te." aie Lake Proiect i given, ee the i en ment aes Nae ‘will hold ° regular eating "to" conduct ‘the’ lotfairs' of the Committee ‘of the Alaska "Industrial *Develooment 8 xport . Authority's (Boord - 480 West Tudor s Road.) ‘meade s|meeting ence, at 9:00) Tuesday, Decem ber 9, -/1997, be a|held via ecloaatticr: |Wednesday, © ~ December 10, 1]1997, at 10: 200 au .|public wishing to. [Biornstad, Vice, Choirmaniy.o Chugach _ Electric Aca a Commi te Pub. +} December 3, 1 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT dated as of December ‘7, 1997, is entered into by and among the CHUGACH ELECTRIC ASSOCIATION, INC., the GOLDEN VALLEY ELECTRIC ASSOCIATION, INC., the MUNICIPALITY OF ANCHORAGE d/b/a MUNICIPAL LIGHT AND POWER, the CITY OF SEWARD d/b/a SEWARD ELECTRIC SYSTEM, the ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC., the HOMER ELECTRIC ASSOCIATION, INC., and the MATANUSKA ELECTRIC ASSOCIATION, INC. (collectively, the "Purchasers") and the ALASKA ENERGY AUTHORITY (the "Authority"). Section 1. PURPOSE. (A) The parties to this Settlement Agreement are the Authority and the Purchasers. The Authority and each of the Purchasers have full power and authority to enter into this Settlement Agreement. (B) The parties to this Settlement Agreement have previously entered into a Power Sales Agreement dated as of December 8, 1987, (the "Power Sales Agreement"). The aforesaid parties wish to resolve certain matters relating to the Power Sales Agreement. It is the intention of said parties and the purpose of this Settlement Agreement to hereby resolve such matters. (C) |The construction of the Bradley Lake Hydroelectric Project, as defined in the Power Sales Agreement (the "Project") is substantially complete. (D) |The amounts remaining in the Construction Fund as stated in Section 3(A) and Exhibit A of this Agreement are adequate to pay (1) the estimated cost of the remaining work to be completed with respect to the Project as stated in Exhibit A, except for the control system modifications, and (2) a portion of the cost of the control system modifications referred to in Exhibit A. Section 2. AGREEMENT AS TO BOND ISSUANCE AMOUNT. (A) Under the terms of the Power Sales Agreement, the Purchasers are obligated to purchase from the Authority, and the Authority is obligated to sell to the Purchasers, electricity- generated by the Project, as defined in the Power Sales Agreement. The Power Sales Agreement establishes the amount of the Purchasers’ payment obligations for the purchase of electricity in part by the amount of debt service on bonds issued to finance the Project. The Power Sales Agreement contains a limitation on the maximum principal amount of bonds which may be used to establish the Purchasers’ payment obligations. The Authority has issued its Alaska Energy Authority AEA/Bradiey Lake Forward Refunding, 1997 Settlement Agreement AFFOSA48/5379.0809 (BLSA.agr 12/4/97) Page 1 Power Revenue Bonds in two separate series and in an aggregate principal amount of $165,260,157 (the "Bonds"). There is a question of whether the principal amount of Bonds originally issued was in excess of the maximum amount which may be used to establish the Purchasers’ payment obligations. (B) The parties hereby agree not to challenge in any court of law, the following facts, conclusions, and interpretations: (i) that the issuance of the Bonds in the aggregate initial principal amount of $165,260,157 (the "Bond Principal Amount") is within the maximum principal amount authorized by Section 8(a)(i) of the Power Sales Agreement; (ii) that the annual payment obligations of the Purchasers will be determined taking into account the debt service obligations with respect to the entire principal amount of Bonds; and (iii) that the Bond Principal Amount is, and has always been, within "Recoverable Construction Costs" as defined in the Power Sales Agreement. Section 3. CONSTRUCTION COMPLETION. (A) | The Authority issued the Bonds pursuant to its Power Revenue Bond Resolution adopted September 7, 1989, (the "Power Revenue Bond Resolution"). Proceeds of the Bonds were deposited in the Construction Fund established by the Power Revenue Bond Resolution (the "Construction Fund") to be used for the purposes of the Construction Fund. Amounts in the Construction Fund were to be used to pay for "Costs of Acquisition and Construction" (as defined in the Power Revenue Bond Resolu- tion). The Power Revenue Bond Resolution contains certain provisions relating to the disbursal of amounts remaining in the Construction Fund after final completion of the Project. The Purchasers and the Authority have reached an agreement with respect to the type of work remaining to be done for the Project to be finally completed and the appropriate disbursal of money remaining in the Construction Fund after such final completion. That agreement is set forth in (C) and (D) of this Section, and it is the desire of the parties to this Settlement Agreement to hereby confirm such agreement and, further, to agree that the sole source of payment by the Authority for such final completion is the amount remaining in the Construction Fund and that there is no further recourse against the Authority for payment of the costs of final completion of the Project. (B) Attached hereto, and hereby incorporated by reference, as Exhibit A is a “punch list" of matters relating to work still to be completed with respect to the Project. The punch list includes a statement of the amount of money currently estimated for the completion of each of these matters with the exception of the control system. The balance remaining in the Construction Fund is as stated in Exhibit A as at the date set forth therein, and no disbursements shall be made from the Construction Fund except as provided herein. Any work and expenditures needed for the control system modifications in excess of the amounts remaining in the Construction Fund as determined by the PMC will be "Required Project Work" as defined in the PSA, subject to the provisions of Section 13(c)(ii)(f) and 13(e). It is the intention of the parties hereto AEA/Bradiey Lake Forward Refunding, 1997 Settlement Agreement AFFOSA48/5379,0809 (BLSA.agr 12/4/97) Page 2 that the work described in this Section 3(B), including work to be done with respect to the control system modifications, will be done by one or more of the Purchasers pursuant to an agreement to be entered into between the Authority and the Purchasers. (C) The parties hereto agree not to challenge in any court of law, the following facts, conclusions, and interpretations: that (a) the total amount (the "Punch List Amount") indicated in the punch list for the matters listed therein is the entire amount necessary for the full and final completion of the Project for all purposes of the Power Sales Agreement, (b) there are no other matters beyond the matters listed in the punch list that are necessary for the full and final completion of the Project for all purposes of the Power Sales Agreement, and (c) each of the matters listed on the punch list is a Cost of Acquisition or Construction. The parties further agree that the Authority may, in its discretion, determine to leave the amounts indicated in the punch list in the Construction Fund to be used to pay said Costs of Acquisition or Construction in accordance with the Power Revenue Bond Resolution or establish a separate escrow fund for such amounts and for such purpose. Should the matters listed on the punch list be completed or accomplished for an amount less than the total amount set forth in the punch list and, as a result, there remains money in the Construction Fund following completion of all matters on the punch list, the excess money shall remain in, or be returned to, the Construction Fund for disbursal in accordance with the Power Revenue Bond Resolution, the Power Sales Agreement, and the remainder of this Settlement Agreement. Expenditure for the matters listed on the punch list of the lesser of (i) the total amount set aside on the punch list for such matters, or such lesser amount as may be necessary for the completion of all such matters, or (ii) the entire amount on deposit in the Construction Fund as of the date hereof, together with any interest earnings thereon, shall be deemed by the parties to be complete satisfaction of the Authority's covenant contained in Section 6(d) of the Power Sales Agreement to construct and complete the Project regardless of any change in circumstances known or unknown, heretofore or hereafter arising, and there shall be no obligation whatsoever on the part of the Authority to expend amounts from any source other than the amounts described in this Section 3(C). (D) _ If, following expenditure of the amounts described in (C) of this Section from the Construction Fund, there remain any additional amounts in the Construction Fund, the Authority agrees to use 1/2 of such remaining amount to make interest payments with respect to the Bonds. The parties hereto agree that the Authority may transfer to the State of Alaska all amounts remaining in the Construction Fund after payment of the Punch List Amounts and after payment of interest on the Bonds as aforesaid. The parties hereto further agree to treat any such transfer, together with any transfers of money from the Construction Fund to the State of Alaska that may have occurred prior to the date of this Settlement Agreement, as a proper transfer in accordance with the terms of the Power Sales Agreement and the Power Revenue Bond Resolution. AEA/Bradley Lake Forward Refunding, 1997 Settlement Agreement AFFO5SA48/5379 0809 (BLSA agr 12/4/97) Page 3 Section 4. NO MODIFICATION OR AMENDMENT. Nothing in this Agreement is intended to modify or amend the provisions of the Power Sales Agreement. Section 5. APPLICABLE LAW. The parties to this Agreement agree that they will not challenge any provision of this Agreement as being not permitted by applicable law. Section 6. EXECUTION OF COUNTERPARTS. This Settlement Agreement may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. Section 7. EFFECTIVE DATE. This Settlement Agreement is effective on the date of Closing (as that term is defined in the Forward Delivery Bond Purchase Agreement dated October 30, 1997, between the Alaska Energy Authority and Goldman, Sachs & Co.), but only if the date of Closing occurs on or before April 1, 1998. If the date of Closing does not occur on or before April 1, 1998, this Agreement shall not take effect but, instead, shall be null and void of no effect whatsoever. IN WITNESS WHEREOF, the parties have caused this Settlement Agreement to be executed the day and year first above written. ALASKA ENERGY AUTHORITY GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. D. RANDY S By: Its:_Executive Director Its: MUNICIPALITY OF ANCHORAGE CHUGACH ELECTRIC ASSOCIATION, d/b/a MUNICIPAL LIGHT AND POWER INC. By: By: Its: Its: CITY OF SEWARD d/b/a SEWARD ELECTRIC SYSTEM By: Its: AEABradiey Lake Forward Refunding, 1997 Settlement Agreement AFFOSA48/5379.0809 (BLSA.agr 12/4/97) Page 4 Section 4. NO MODIFICATION OR AMENDMENT. Nothing in this Agreement is intended to modify or amend the provisions of the Power Sales Agreement. Section 5. APPLICABLE LAW. The parties to this Agreement agree that they will not challenge any provision of this Agreement as being not permitted by applicable law. Section 6. EXECUTION OF COUNTERPARTS. This Settlement Agreement may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. Section 7. EFFECTIVE DATE. This Settlement Agreement is effective on the date of Closing (as that term is defined in the Forward Delivery Bond Purchase Agreement dated October 30, 1997, between the Alaska Energy Authority and Goldman, Sachs & Co.), but only if the date of Closing occurs on or before April 1, 1998. If the date of Closing does not occur on or before April 1, 1998, this Agreement shall not take effect but, instead, shall be null and void of no effect whatsoever. IN WITNESS WHEREOF, the parties have caused this Settlement Agreement to be executed the day and year first above written. ALASKA ENERGY AUTHORITY GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. BY sterreeeril eeepteheeihybieeeiieeebh Eee ete D. RANDY SIMMONS By: Its:_Executive Director Its: MUNICIPALITY OF ANCHORAGE CHUGACH ELECTRIC ASSOCIATION, d/b/a MUNICIPAL LIGHT AND POWER INC. YL : SY FERS re eacrte ener FPPC WOME PE By: : Its: Its: Zale eta a CITY OF SEWARD d/b/a SEWARD ELECTRIC SYSTEM By: Its: AEA/Bradiey Lake Forward Refunding, 1997 Settlement Agreement AFFO5A48/5379.0809 (BLSA agr 12/4/97) Page 4 Section 4. NO MODIFICATION OR AMENDMENT. Nothing in this Agreement is intended to modify or amend the provisions of the Power Sales Agreement. Section 5. APPLICABLE LAW. The parties to this Agreement agree that they will not challenge any provision of this Agreement as being not permitted by applicable law. Section 6. EXECUTION OF COUNTERPARTS. This Settlement Agreement may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. Section 7. EFFECTIVE DATE. This Settlement Agreement is effective on the date of Closing (as that term is defined in the Forward Delivery Bond Purchase Agreement dated October 30, 1997, between the Alaska Energy Authority and Goldman, Sachs & Co.), but only if the date of Closing occurs on or before April 1, 1998. If the date of Closing does not occur on or before April 1, 1998, this Agreement shall not take effect but, instead, shall be null and void of no effect whatsoever. IN WITNESS WHEREOF, the parties have caused this Settlement Agreement to be executed the day and year first above written. ALASKA ENERGY AUTHORITY GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. By: D. RANDY SIMMONS Its:_Executive Director MUNICIPALITY OF ANCHORA CHUGACH ELECTRIC ASSOCIATION, d/b/a MUNICIPAL LIGHT AND POWER INC. By: By: Its: Its: CITY OF SEWARD d/b/a SEWARD ELECTRIC SYSTEM By: Its: AEA/Bradley Lake Forward Refunding, 1997 Settlement Agreement AFFOSA48/5379.0809 (BLSA.agr 12/4/97) Page 4 Section 4. NO MODIFICATION OR AMENDMENT. Nothing in this Agreement is intended to modify or amend the provisions of the Power Sales Agreement. Section 5. APPLICABLE LAW. The parties to this Agreement agree that they will not challenge any provision of this Agreement as being not permitted by applicable law. Section 6. EXECUTION OF COUNTERPARTS. This Settlement Agreement may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. Section 7. EFFECTIVE DATE. This Settlement Agreement is effective on the date of Closing (as that ema’ lefined in the Forward Delivery Bond Purchase Agreemen etween the Alaska Energy Authority and Goldman, Sachs & Co.), but only if the date of Closing occurs on or before April 1, 1998. If the date of Closing does not occur on or before April 1, 1998, this Agreement shall not take effect but, instead, shall be null and void of no effect whatsoever. IN WITNESS WHEREOF, the parties have caused this Settlement Agreement to be executed the day and year first above written. ALASKA ENERGY AUTHORITY GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. By: D. RANDY SIMMONS By: Its:_Executive Director Its: MUNICIPALITY OF ANCHORAGE CHUGACH ELECTRIC ASSOCIATION, d/b/a MUNICIPAL LIGHT AND POWER INC. By: By: Its: Its: CITY OF SEWARD d/b/a SEWARD ELECTRIC SYSTEM By: Its: AEABradley Lake Forward Refunding, 1997 Settlement Agreement AFFO5A48/5379,0809 (BLSA agr 12/4/97) Page 4 Section 4. NO MODIFICATION OR AMENDMENT. Nothing in this Agreement is intended to modify or amend the provisions of the Power Sales Agreement. Section 5. APPLICABLE LAW. The parties to this Agreement agree that they will not challenge any provision of this Agreement as being not permitted by applicable law. Section 6. EXECUTION OF COUNTERPARTS. This Settlement Agreement may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. Section 7. EFFECTIVE DATE. This Settlement Agreement is effective on the date of Closing (as that term is defined in the Forward Delivery Bond Purchase Agreement dated October 30, 1997, between the Alaska Energy Authority and Goldman, Sachs & Co.), but only if the date of Closing occurs on or before April 1, 1998. If the date of Closing does not occur on or before April 1, 1998, this Agreement shall not take effect but, instead, shall be null and void of no effect whatsoever. IN WITNESS WHEREOF, the parties have caused this Settlement Agreement to be executed the day and year first above written. ALASKA ENERGY AUTHORITY GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. By: D. RANDY SIMMONS By: Its:_Executive Director Its: MUNICIPALITY OF ANCHORAGE CHUGACH ELECTRIC ASSOCIATION, d/b/a MUNICIPAL LIGHT AND POWER INC. By: By: Its: Its: CITY OF SEWARD d/b/a SEWARD ELECTRIC SYSTEM AEA/Bradiey Lake Forward Refunding, 1997 Settlement Agreement AFFO5A48/5379.0809 (BLSA.agr 12/4/97) Page 4 ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. By: Rebtets Hoeoferrer— Its: Enver Teo =o a HOMER ELECTRIC ASSOCIATION, INC. By: Its: MATANUSKA ELECTRIC ASSOCIATION, INC. By: 7 Its: AEA/Bradiey Lake Forward Refunding, 1997 Settlement Agreement AFFOSA48/S379.0809 (BLSA.agr 12/4/97) Page 5 ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. By: Its: HOMER ELECTRIC ASSOCIATION, INC. By: Its: MATANUSKA ELECTRIC ASSOCIATION, INC. By: Its: AEA/Bradley Lake Forward Refunding, 1997 Settlement Agreement AFFO5SA48/5379.0809 (BLSA.agr 12/4/97) Page § ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. By: Its: HOMER ELECTRIC ASSOCIATION, INC. By: Its: MATANUSKA ELECTRIC ASSOCIATION, INC. By: “ Jana. - a Its: Y KNAG AEA/Bradley Lake Forward Refunding, 1997 Settlement Agreement AFFOSA48/5379 0809 (BLSA.agr 12/4/97) Page 5 ALASKA ENERGY AUTHORITY BRADLEY LAKE FINAL CONSTRUCTION LIST REPORT OF ACTIVITY AS OF 9/4997 Fish Study/Mitigation Fish Water SCADA - Construction Moose Mitigation Fund Diversion Tunnet Powernouse Floor/Paint SVC Spares Equipment Miso Engineering Fishwater Bypass Cleanup ADIT Access Modification Buikling Roof Modification Airfield Road Access Cold Weather Modification Rip Rap Upstream Face of Left Dam Approved Workorders unfinished at 3/96 Penstock Condensation Governor Speed Instability Study System Analysis Equip at SVCs Contingency ‘Transfer tip schemes - Old Invoices AEA Operating Costs Brown & Root Retsinage interest on Retainage Previously approved punchiist Control System Modifications ) Feb-36 Estimate to Complete 290,000.00 200,000.00 200,000.00 50,000.00 125,000,00 176,000.00 30,000,00 50,000.00 100,000.00 25,000.00 100,000,060 85,000.00 30,000.00 178,000,00 154,000.00 25,000.00 50,000.00 250,000.00 212,000.00 102,958.00 EXHIBIT A (8) Adjustment’ Reallocation (70,000) (100,000)} (14,785) (45,000) (120,000) (20,000) (18,000) (10,000) 226,000 (7,000) (65,000) (60,000) (28,000) 1,244 (25,000) 98,000 (100,000) 78,844 170,500 10,000 (0) ()-@)* 9/487 Payments Estimate ‘Thru 8487 to Complete 114,195.50 105,804.50 3,483.53 96,810.47 ry 188,790.16 (575.18) $,000 4 1,880.86 3,149.14 6,000 G3 - 5,000.00 146,000 - 145,000.00 18,000 279 2,962.18 12,617,82 : 40,000.00 299,304.23 25,695.77 19,796.77 6,203.23 - 45,000.00 29,804.46 5,416.84 234.53 4,705.47 : 173,000.00 08,428.23 56,815.77 - 4 ; 4 145,000 is : 145,000.00 150,000 3 : 180,000.00 290,844 5 290,844.00 170,800 a 165,226.96 18,274.64 70,000 | 54,358.00 15,641.00 102,988,00 100,000.00 7,648,006.19 970,480.00 516,506.15 * * The total remaining amount funded by AEA Is limited to the balance available in the Brediey Lake Unallocated Construction Fund. All amounts in excess of the Construction Fund Balance will be the responsibility of the PMC. The balance of the Construction Fund as of 9/4/97, Including interest received through 8/31/97, was $2,516,546, This balance is available to fund the items included on the above construction list. ™ Actual cost to complete each item will vary. The funds available in the Fund may be reallocated in accordance with Fund administrative procedures. hiaiheisine\bradiey\BLCONST ds, 10/31/97,1:37 PM i ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY {= ALASKA @ = ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 ALASKA ENERGY AUTHORITY BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE DECEMBER 12, 1997 EXCERPT FROM UNAPPROVED MINUTES 6. NEW BUSINESS A. Bond Pricing Mr. Laufer said a change is needed in the Forward Refunding Bond Purchase Agreement that states that opinion letters from counsel to the individual utilities’ counsel will be received sometime before the closing scheduled for January 1998. There will also be a change to the Confirming Resolution. In the second Whereas provision it should read, “WWHEREAS, the Alaska Energy Authority (“Authority”) intends to enter into the Forward Delivery Bond Purchase Agreement with Goldman Sachs & Co. and agreeing to interest costs on Refunding Bonds pursuant to such Agreement; and.” Mr. Bloom briefed the committee on the current market and the present value savings on the two refunding series combined. The two series combined present value savings was just over $8.5 million; the third series was approximately $5.3 million; and the fourth series was approximately $3.2 million. Discussions ensued regarding changes to the Confirming Resolution. Mr. Saxton read the Confirming Resolution in its entirety into record: “Confirming Resolution of the Bradley Lake Project Management Committee Relating to Forward Bond Purchase Agreement. Whereas, the Bradley Lake Project Management Committee adopted the Approving Resolution of Bradley Lake Hydroelectric Project, Project Management Committee on December 9, 1997 (‘Approving Resolution”); and Whereas, the Alaska Energy Authority (“Authority”) intends to enter into the Forward Delivery Bond Purchase Agreement with Goldman Sachs & Co. agreeing to interest costs on Refunding Bonds pursuant to such Agreement; and Whereas, the purpose of this resolution is to confirm and ratify the Approving Resolution and the actions to be taken by the Authority to execute the Forward Bond Purchase Agreement; Excerpt from Unapproved Minutes December 12, 1997 Meeting Page 2 Now, Therefore, Be It Resolved by the Bradley Lake Project Management Committee that the actions to be taken by the Authority to execute the Forward Bond Purchase Agreement with Goldman Sachs & Co. are approved, confirmed, and ratified. Adopted this 12" day of December, 1997.” MOTION: Mr. Norm Story moved to approve the Confirming Resolution as so stated by Mr. Ron Saxton. Seconded by Ms. Meera Kohler. There being no discussion, a roll call vote was requested. Upon roll call vote, the motion passed unanimously. Hearing no objection, Chairman Bjornstad adjourned the meeting at 10:20 a.m. Jou WA V Nh C les Secretary Fis Gott Pa NIA A Conterence Coll Hy. Bradley Lake PROJECT MANAGEMENT COMMITTEE MEETING < Lene nbe /2 S997 (Date) I i- 2 Agerd oy) 20h — (Location) PLEASE SIGN IN a REPRESENTING AEA, AA JSE AE H- Kuo chp Tait erie iin nnicnnT iin 21 92Q2\IT9884 HWwNNTNiT itl iin ix iiiill Agenda Item No. of / BRADLEY PMC VOTING YES NO ABS DATE: YES NO ABS CITY OF SEWARD 01% I Fea MATANUSKA ELEC ASSOC 14% [71 _] are CHUGACH ELEC ASSOC 30% ieee es a | HOMER ELEC ASSOC 12% Lo | We re] GOLDEN VAL ELEC ASSOC 17% papel 71. a MUNI LIGHT & POWER 26% daa ee Fed pees ALASKA ENERGY AUTHORITY Pa Awe AEG4, all wf i B = AEA CONCUR With A C = UNANIMOUS D= MAJORITY VOTING METHOD A: 3) Establishment of FY estimated annual payment obligation and schedule of each Requiring four yeas with 51% of utilities, with no purchaser. AEA vote: 1) Procedures for scheduling, production and dispatch of project power. 2) Establishment of procedures for use of each purchaser's water allocation (AEA assent required for license requirements). 3) Selection among alternative methods that do not involve AEA for funding required project work. VOTING METHOD B: Requiring 4 yeas with 51% of utilities and AEA concurrence: 1) Arranging operation and maintenance of project. 2) Adoption of budget of annual project costs. VOTE(93Q3/BC5272) 4) Determination of annual project costs after each FY. 5) Evaluation of necessity for and scheduling of required project work. 6) Determination of appropriate amount of insurance. 7) Adoption of additional minimum funding amounts for renewal and contingency reserve fund above that required by bond resolution. 8) Selection among alternate methods that involve AEA for funding required project work, 9) Adoption or amendment of procedural committee rules (except dispute resolution). 10) Adoption of project maintenance schedules. 11) Determination of rules, procedures and accounts necessary to manage project when no bonds outstanding. 12) Evaluation and approval of optional project work and compensation for such work. 13) Application of insurance claims proceeds not governed by bond resolution. 14) Approval of procedures and any individual utility agreements relating to electric power reserves for project. 15) Approval of consultants. VOTING MET! Cc Unanimous vote by all (including AEA) VOTING METHOD D: Majority vote (including AEA) Election of Officers