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Bradley Lake PMC Meeting 1-7-99 Teleconference @CEA 1
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE d MEETING MINUTES by Alaska Industrial Development and Export Authority \er\\ 480 West Tudor Road NU Anchorage, Alaska Teleconference / Regular Meeting Tuesday, January 5, 1999 — 9:00 a.m. 1. CALL TO ORDER Chairman Eugene Biornstad called the meeting of the Bradley Lake Hydroelectric Project © coyé 2 Management Committee to ones S bi 00 a.m. on Jucsdey, January 5, 1999, via teleconference from the Avaske=tn tria epme OHEA OF the business of the Committes per the agenda and public notice? 2. ROLL CALL Roll was called by Shauna Dean. The following members were present: Gene Bjornstad (teleconference) Chugach Electric Association Dennis McCrohan Alaska Energy Authority 3. PUBLIC ROLL CALL Shauna Dean, Alaska Energy Authority Ron Saxton, Ater Wynne Hewitt Dodson & Skerritt (teleconference) John Moore, Prudential Securities (teleconference) Jim Seagraves, Seagraves & Hein, LLC (teleconference) Joe Griffith, Chugach Electric Association (teleconference) Chairman Bjornstad recessed the meeting until Thursday, January 7, 1999 at 8:30 a.m. ALASKA ENERGY BRADLEY LAKE PROJECT AGEMENT COMMITTEE Coe nap dion MEETINGMINUTES January 7, 1999 — 8:30 A.M. Excerpt from Unapproved Minutes 7. NEW BUSINESS A. BRADLEY LAKE BOND REFUNDING - Griffith The City of Seward, Chugach Electric Association, Homer Electric Association, Golden Valley Electric Association, Municipal Light & Power, and the Alaska Energy Authority indicated they had no issues with the changes in the language suggested by Lewis Greenbaum. NCR Mr. Ellis stated had not received the preliminary official statement from Lewis Greenbaum and suggested the meeting be postponed until they have had a chance to review the changes. ne Bey Strocizi nn Aesauiton Mr. Laufer said that this-veté will be irrevocable once passed. Mr. Ellis reiterated that MEA is requesting that the meeting be postponed until they can fully review the completed document. Mr. Vassar said that he wanted it clearly understood by all of the parties that what MEA will be looking at is a draft of the official statement. It is a preliminary official statement. If this resolution is approved, the preliminary official statement will be printed. There will be a final official statement and that final official statement may change from what you have in the preliminary official statement. He said he did not want any party that is voting on this resolution to say that they did not vote on a document that they did not have and, therefore, the resolution would not be valid. If MEA and all the other parties vote on this resolution, they are voting on the basis of a preliminary official statement and approving our going forward and completing it in final form. Mr. Ellis asked whether the purchasers have the right to sign off on any changes in the preliminary official statement that are implemented into the final statement. Mr. Vassar replied that they would not have that authority. Mr. Vassar said we would not expect to make changes that are incorrect and we would expect to have the cooperation of each of the purchasers. We, in turn, are expected to cooperate with the purchasers. But the statement was made before and it is a correct statement: Once this resolution is passed it is irrevocable. Mr. Saxton said the utility role in this transaction is to approve having the Authority go forward with the deal saying that we consent to the Authority refunding these bonds and to various documents to verify certain information. Discussions ensued as to the changes to the preliminary official statement. The PMC decided to recess this issue until later today at 11:00 a.m. Alaska time. te. ELECTION OF OFFICERS - Bjornstad Mr. Saxton briefed the PMC as to the necessity of appointing officers at this time. He said it is a requirement of the PMC By-laws that officers are appointed at the first regular meeting after July 45 MOTION: Mr. Story moved to adopt the officers as they are currently slated. Seconded by Ms. Kohler. A roll call vote was taken and the motion was unanimously approved. Chairman Bjornstad recessed the meeting at 9:45 a.m. to be reconvened at 11:00 a.m. Secretary ALASKA ENERGY AUTHORITY BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING MINUTES January 7, 1999 — 11:00 A.M. Excerpt from Unapproved Minutes Us NEW BUSINESS A. BRADLEY LAKE BOND REFUNDING - Griffith MEA indicated they were still not ready to vote on the issue. They were still receiving the preliminary official statement via facsimile. MEA indicated they should be ready by 11:30 a.m. to discuss the issue. The PMC indicated they would stay on line and wait for MEA to finish their review. Discussions ensued as to pricing of the bonds. MOTION: Mr. Story moved to approve the Approving Resolution and the Agreement to Support the Forward Refunding. Seconded by Ms. Kohler. Mr. Vassar stated the roll call vote should not be taken until all parties are on line. MEA came back on line and stated they were ready to vote on the motion. There being no further discussion, a roll call vote was taken, and the motion passed unanimously. Chairman Bjornstad adjourned the meeting at 11:33 a.m. Secretary OD Mainel— “Eile , -VW ,- NVM (i q t +r Ww (OANGS oe [ d ww NU BPMC Mag. Petes ' TE leconterence (0 CEA 8:30 a.m. - Stet BP a: nck om eek Hy Celie (ete. a Grene djorstad $ Ae Riek Cita oF eae. agit Pest Ny Sho \ Hee Ae berth “Rick Palduin Cindy ota, oo [is yea 2 ber Vosse~ Meare Vokley—- thy er nee "$f pati a a Rick. Cobo Weta — Stes te Kobe ® 1 Mike. li, Cea ped W/o ri has tee 4 ge Carwery , MEA J bow ore h Mie Shey = ire oppadie~ bs AE A- ye Op posi tier Sora o Kon LMIL+? - clo Se Vo ; lO wy bane - ts the peoson ueitigrd be be daa hor Ss Ac ornpledicd — He 1S Saging he east like tp les lewis» towed lest wid C00 Alc tine. ete eee oA of y CNReorvge, : - like to tt henge jw_Tle_clec . i is 4 satisteeton hype dee tB inckede 2 howrali/ Pore Loev Dts, 9. MT Use 5 MEA o~ MEA tyes Sies oon. Steve —be res 1S Leto. oud : | deus! 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Gon Sade ‘qQupdet- {seh See Se. Gow Meer hes been made- No commutes made MEAL - pr2perd te veke Seuerd- ME CE - hen - Cven- mse | REAL UNaMMnous - | Clno — Poeaed- No ee ROK mem. Rone Sans. wo ated 7 Sco dule. adiyoven « : ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY 7< ALASKA mq = ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 Facsimile Transmittal TO: PLEASE SEE ATTACHED DISTRIBUTION LIST COMPANY: Fax #: ( ) FROM: Shauna Dean DATE: 1/7/99 TIME: 9:45 a.m. Number of pages including cover page: 3 Transmittal Contents: Distribution Listing Teleconference Instructions Comments: Notice: This facsimile may contain confidential information that is being transmitted to and is intended only for the use of the recipient named above. Reading, disclosure, discussion, dissemination, distribution, or copying of this information by anyone other than the named recipient or his or her employees or agents is strictly prohibited. If you have received this facsimile in error, please immediately destroy it and notify us by telephone, (907) 269-3000. H:\ALL\TAMMY Facsimile Transmittal Cover Page.doc Distribution List: Eugene Bjornstad, CEA Meera Kohler, ML&P Norm Story, HEA Mike Kelly, GVEA Wayne Carmony, MEA Dave Calvert, SES Ron Saxton, Ater Wynne Hewitt Dodson & Skerritt Cindy Cartledge, Wohlforth, Vassar, Johnson & Brecht Ken Vassar, Wohlforth, Vassar, Johnson & Brecht Nancy Watkins, Prudential Securities John Moore, Prudential Securities Jim Seagraves, Seagraves & Hein, LLC Lewis Greenbaum, Katten Muchin & Zavis NOTICE Instructions to connect into the Bradley Lake PMC teleconference scheduled to reconvene on Thursday, January 7, 1999, at 11:00 a.m. are as follows: Dial 1-800-315-6338 Voice Prompt will request a code — enter 0107 Follow code number with the # key This will connect you to the teleconference. BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE List of Representatives Representative Alternate Eugene N. Bjornstad Chairman Norman L. Story Myles C. Yerkes Vice Chairman Dennis V. McCrohan Stan Sieczkowski Secretary/Treasurer Meera Kohler Hank Nikkels Dave Calvert Michael P. Kelly Bradley Evans Wayne D. Carmony Bob Mau / Ronald L. Saxton Legal Counsel Effective Date: 09/22/97 Revised Date: 11/01/98 Wall/sdean/bradley lake pmc meeting/members listing.doc Utility Chugach Electric Association 5601 Minnesota Drive Anchorage, Alaska 99518 Phone: 563-7494 Fax: 562-6994 Homer Electric Association 3877 Lake Street Homer, Alaska 99603 Phone: 235-8167 Fax: 235-3323 AIDEA/AEA 480 West Tudor Road Anchorage, Alaska 99503-6690 Phone: 269-3000 Fax: 269-3044 Municipal Light & Power 1200 E. First Avenue Anchorage, Alaska 99501 Phone: 279-7671 Fax: 263-5204 City of Seward P.O. Box 167 (5th and Adams) Seward, Alaska 99664 Phone: 224-4071 Fax: 224-4085 Golden Valley Electric Association P.O. Box 71249 (758 Illinois) Fairbanks, Alaska 99707 Phone: 452-1151 Fax: 458-5951 Matanuska Electric Association P.O. Box 2929 (163 Industrial Way) Palmer, Alaska 99645-2929 Phone: 745-9211 Fax: 745-9368 Ater Wynne Hewitt Dodson Skerritt 222 S.W. Columbia, Suite 1800 Portland, Oregon 97201-6618 Ph: (503) 226-1191 Fax: 226-0079 Alaska Energy Authority Power Revenue Refunding Bonds (Fifth Series) (Bradley Lake Hydroelectric Project) Distribution List Issuer Alaska Energy Authority 480 West Tudor Road Anchorage, Alaska 99503 *& Ms. Valorie Walker (907) 269-3011 Deputy Director - Finance Fax: (907) 269-3044 vwalker@aidea.alaska.net % Mr. Keith A. Laufer (907) 269-3000 Financial and Legal Affairs Manager Fax: (907) 269-3044 klaufer@aidea.alaska.net Issuer’s Bond Counsel Wohlforth, Argetsinger, Johnson & Brecht, PC 900 West Fifth Avenue, Suite 600 Anchorage, Alaska 99501 *% Cynthia Cartledge, Esq. (907) 276-6401 wajb@alaska.net Fax: (907) 276-5093 Ea Ken Vassar, Esq. (907) 276-6401 wajb@alaska.net Fax: (907) 276-5093 Counsel to Railbelt Utility Group Ater Wynne, LLP 222 SW Columbia, Suite 1800 Portland, Oregon 97201-6618 %# Ron Saxton, Esq. (503) 226-1191 RLS@aterwynne.com Fax: (503) 226-0079 *% Larry Hittle, Esq. (503) 226-1191 LGH@aterwynne.com Fax: (503) 226-0079 Power Purchasers Chugach Electric Association, Inc. 5601 Minnesota Drive Anchorage, Alaska 99518 %& Mr. Joe Griffith (907) 762-4740 Executive Manager, Finance and Energy Supply Fax: (907) 762-4514 joe_griffith@chugachelectric.com Counsel to Chugach Chugach Electric Association, Inc. 5601 Minnesota Drive P.O. Box 196300 Anchorage, Alaska 99519-6300 * Donald W. Edwards, Esq. (907) 762-4637 don_edwards@chugachelectric.com Heller Ehrman White & McAuliffe 6100 Columbia Center 701 5" Avenue Seattle, Washington 98104-7098 * Eric Redman, Esq. (206) 447-0900 eredman@hewm.com Fax: (206) 447-0849 Financial Advisor to Chugach Seagraves & Hein, LLC 1000 Second Avenue, Suite 1560 Seattle, Washington 98104 * Mr. James Seagraves (206) 386-8975 PartnerFax: (206) 386-8979 cahein@compuserve.com Senior Manager Prudential Securities Incorporated 1201 Third Avenue, Suite 3500 Seattle, Washington 98101 Mr. John C. Moore (206) 340-4072 Managing Director Fax: (206) 340-4076 John_Moore@prusec.com *& Ms. Nancy Rohman Watkins (206) 340-4073 Director Fax: (206) 340-4076 Nancy Watkins@ccmail.prusec.com Co-Manager Goldman, Sachs’ & Co. 555 California Street, 45" Floor San Francisco, California 94104 = Mr. ~Paul Bloom (415) 393-7765 Vice PresidentFax: (415) 393-7653 paul .bloom@gs.com Goldman, Sachs & Co. 4612 142™ Place SE Bellevue, Washington 98006 %& Mr. Jeffrey D. Brown (425) 649-8923 Vice PresidentFax: (425) 649-9233 jeff .brown@gs.com Underwriters’ Counsel Katten Muchin & Zavis 525 West Monroe Street, Suite 1600 Chicago, Illinois 60661-3693 *%& Lewis Greenbaum, Esq. (312) 902-5418 lgreenba@kmz.com Fax: (312) 577-8960 Anchorage Municipal Light & Power Anchorage Municipal Light & Power 1200 East First Avenue Anchorage, Alaska 99501 *& ~=Ms. Meera Kohler General Manager Counsel to Anchorage Municipal Light & Power Preston, Gates & Ellis 5400 Columbia Seafirst Center 701 5" Avenue Seattle, Washington 98104-8011 % Douglas Rosenberg, Esq. (206) 623-7580 dougr@prestongates.com Fax: (206) 623-7022 Golden Valley Electric Association, Inc. Golden Valley Electric Association, Inc. 758 Illinois Street Fairbanks, Alaska 99701 *%& Mr. Michael P. Kelly General Manager Counsel to Golden Valley Electric Association, Inc. Ater Wynne LLP 222 SW Columbia, Suite 1800 Portland, Oregon 97201 Ronald Saxton, Esq. (503) 226-1191 rls@aterwynne.com Fax: (503) 226-0079 Homer Electric Association, Inc. Homer Electric Association, Inc. 3977 Lake Street Homer, Alaska 99603 % = Mr. Norman L. Story General Manager Counsel to Homer Electric Association, Inc. Baldwin & Butler 125 North Willow Street, Suite 100 Kenai, Alaska 99611 * Rick Baldwin, Esq. (907) 283-7167 baldwin@pobox.alaska.net Fax: (907) 283-8435 Matanuska Electric Association, Inc. Matanuska Electric Association, Inc. 163 East Industrial Way P.O. Box 2929 Palmer, Alaska 99645-2929 % Mr. Wayne D. Carmony General Manager Counsel to Matanuska Electric Association, Inc. DeLaney, Wiles, Hayes, Gerety, Ellis & Young, Inc. 1007 West 3" Avenue, Suite 400 Anchorage, Alaska 99501-1990 % Stephen M. Ellis, Esq. (907) 279-3581 sme@delaneywiles.com Fax: (907) 279-1545 Seward Electric System City of Seward 5" & Adams P.O. Box 167 Seward, Alaska 99664 Mr. David Calvert Utility Manager Counsel to Seward Electric System Trustee and Escrow Agent U.S. Bank Trust National Association Two Union Square, Suite 2120 Seattle, Washington 98101 * Ms. Diana M. Woodard Fax: (206) 461-4174 Vice President(206) 461-4145 woodard@usbank.com Issuer’s Auditor KPMG Peat Marwick 601 West Fifth Avenue, Suite 700 Anchorage, Alaska 99501-2258 Ms. Kathleen Porterfield (907) 276-7401 PartnerFax: (907) 274-4653 KPMG Peat Marwick 1211 SW Fifth Avenue, Suite 2000 Portland, Oregon 97204 (503) 221-6500 Fax: (503) 223-0162 Mr. Jim Lawrie (receives official statement only) Issuer’s CPA Verification Agent KPMG Peat Marwick 700 Louisiana, 27" Floor Houston, Texas 77210 Doc #:CHO02 (66810-00031) 881905v1;12/5/1998/Time: 17:58 01000100010010% 010% 1011004010101 0% 01010101 KOKO x P01 x x TRANSACTION REPORT x ; Se JAN-07-99 THU 10:19 AM = x x x BROADCAST x X : X x DATE START RECEIVER TX TIME PAGES TYPE NOTE Mt DP x x X x JAN-07 09:57 AM 919077459368“ 113” 3 SEND (M) OK O76 xk x 09:59 AM 95626994, 46" 3 SEND (M) OK O76 xk k 10:00 AM 926352007 1'22”" 3 SEND (M) OK 076k x 10:01 AM 9190723533237 43" 3 SEND (M) OK O76 ik x 10:02 AM 919074585951, 42" 3 SEND (M) OK O76 sk x 10:04 AM 919072244086V, 47" 3 SEND (M) OK O76 =k k 10:05 AM 915032260979 43” 3 SEND (M) OK O76 =k x 10:06 AM 92766093" 51” 3 SEND (M) OK 076k x 10:07 AM 92765093 51” 3 SEND (M) OK O76 =k x 10:09 AM 9i20634040767, 43” 3° SEND (M) OK O76 =k k 10:10 AM 912063404076", 43” 3 SEND ( M) OK 076 =x x 10:11 AM 912063868979¥/ 45" 3 SEND (M) OK 076k x 10:18 AM 913125778960 110" 3 SEND (M) OK 076k X X x X x TOTAL 11M 195 PAGES: 39 x X X JOO OOK KX KKK KKK AK KK KK KKK KK KK KKK KKK KKK KK KKK KKK KK KKK KKK KKK KK KKK KK KKK KKK XM \shooe 222 S.W. Columbia Suite 1800 ATERWYNNEu> Portland, OR 97201-6618 ATTORNEYS AT LAW 503-226-1191 VIA FEDERAL EXPRESS Ea 22520-0008 cm FIVE ee MEMORANDUM po Ic 'N) LY) JAN 0 6 1999 TO: Gene Bjornstad, CEA Alaska Industrial Development Meera Kohler, ML&P and Export Authority Wayne Carmony, MEA Dave Calvert, City of Seward Norm Story, HEA and AEG&T Mike Kelly, GVEA Dennis McCrohan, AEA FROM: Ron Saxton and Larry Hittle DATE: January 5, 1999 RE: Bradley Lake\Fifth Series Refunding Bonds Enclosed are two signature copies each of the Approving Resolution and the Agreement to Support Forward Refunding. The Approving Resolution will be discussed and voted upon at the January 7th BPMC meeting. The Resolution has been revised from the copy provided last week. The enclosed Resolution has the following substantive changes from the draft Resolution previously Federal Expressed last week: On Page 3 we have inserted a parenthetical regarding underwriters’ costs as Annual Project Costs in the second full recital, and added a new recital relating to the Resolution supporting the Third and Fourth Series Refunding Bonds passed in December of 1997. We have also inserted, based on Jim Seagraves’ advice, the Net Present Value Savings limits of $2,500,000.00 and 9.00% for which Eugene Bjornstad has authority to act for the group in approving the Forward Delivery Bond Purchase Agreement and the Continuing Disclosure Agreement. The remainder of the changes were housekeeping in nature. -1 = HJV\ALASKA\1008hjv.Itr PORTLAND SEATTLE ATERWYNNEuwe Once this Resolution is approved, please sign the appropriate signature block, fax back the signature page, and mail one of the original signature page to our office as soon as possible. We will provide each PMC member a composite copy as soon as practicable after the meeting. We are also enclosing signature drafts of Agreement to Support Forward Refunding, previously provided in e-mail format by Lewis Greenbaum (Underwriters’ Counsel). This Agreement is similar to the Agreement executed last year for the Third and Fourth Series Bonds. After you have completed your review, please sign the appropriate signature block, and fax and mail the actual signature page of the Agreement to our office as soon as possible, but not later than January 18th. If you have any questions, please don’t hesitate to contact either Ron Saxton or Heather Van Meter at this office. Encls. cc: (w/encls.) Joe Griffith, CEA Don Edwards, CEA Nancy Neraas, Doug Rosengerg, Preston Gates & Ellis, ML&P Steve Ellis, DeLaney Wiles Hayes Gerety Ellis & Young, MEA Rick Baldwin, Baldwin & Butler, Homer Keith Laufer, Valorie Walker, AEA Kenneth Vassar, Cynthia Cartledge, Wohlforth, Argetsinger, Johnson & Brecht, Issuer’s Bond Counsel -2- HJV\ALASKA\1 008hjv.Itr Suite 1800 222 S.W. Columbia ATERWYNNEup Portland, OR 97201-6618 ATTORNEYS AT LAW 503-226-1191 VIA FEDERAL EXPRESS Se MEMORANDUM Oz Gene Bjornstad, CEA Meera Kohler, ML&P Wayne Carmony, MEA Dave Calvert, City of Seward Norm Story, HEA and AEG&T Mike Kelly, GVEA Dennis McCrohan, AEA e FROM: Ron Saxton and Larry Hittle DATE: — Yanuaryi5iii999, RE: Bradley Lake\Fifth Series Refunding Bonds Enclosed are two signature copies each of the Approving Resolution and the Agreement to Support Forward Refunding. The Approving Resolution will be discussed and voted upon at the January 7th BPMC meeting. The Resolution has been revised from the copy provided last week. The enclosed Resolution has the following substantive changes from the draft Resolution previously Federal Expressed last week: On Page 3 we have inserted a parenthetical regarding underwriters’ costs as Annual Project Costs in the second full recital, and added a new recital relating to the Resolution supporting the Third and Fourth Series Refunding Bonds passed in December of 1997. We have also inserted, based on Jim Seagraves’ advice, the Net Present Value Savings limits of $2,500,000.00 and 9.00% for which Eugene Bjornstad has authority to act for the group in approving the Forward Delivery Bond Purchase Agreement and the Continuing Disclosure Agreement. The remainder of the changes were housekeeping in nature. -1 - HJV\ALASKA\1008hjv. Itr POUR TG ea AcN iD SEAT TLE » ATERWYNNEur Once this Resolution is approved, please sign the appropriate signature block, fax back the signature page, and mail one of the original signature page to our office as soon as possible. We will provide each PMC member a composite copy as soon as practicable after the meeting. We are also enclosing signature drafts of Agreement to Support Forward Refunding, previously provided in e-mail format by Lewis Greenbaum (Underwriters’ Counsel). This Agreement is similar to the Agreement executed last year for the Third and Fourth Series Bonds. After you have completed your review, please sign the appropriate signature block, and fax and mail the actual signature page of the Agreement to our office as soon as possible, but not later than January 18th. If you have any questions, please don’t hesitate to contact either Ron Saxton or Heather Van Meter at this office. Encls. cc: (w/encls.) Joe Griffith, CEA Don Edwards, CEA Nancy Neraas, Doug Rosengerg, Preston Gates & Ellis, ML&P Steve Ellis, DeLaney Wiles Hayes Gerety Ellis & Young, MEA Rick Baldwin, Baldwin & Butler, Homer Keith Laufer, Valorie Walker, AEA Kenneth Vassar, Cynthia Cartledge, Wohlforth, Argetsinger, Johnson & Brecht, Issuer’s Bond Counsel -2- HJV\ALASKA\1008hjv.Itr 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 $105,001,142principal 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 $28,910,000 of the First Series Bonds maturing on July 1, 2021 (the LGH\BL.res Page 1 - APPROVING RESOLUTION "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 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, Prudential Securities Incorporated and Goldman, Sachs & Co. (the "Underwriters") have proposed to enter into a Forward Delivery Bond Purchase Agreement (the "Forward Delivery Agreement") with the Authority, under which, among other things, subject to the terms, conditions, representations, warranties and agreements contained in the Forward Delivery Agreement, the Underwriters agree to purchase from the Authority on a forward basis all of the Authority’s Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project) (the "Fifth Series Bonds or Refunding Bonds"), to be issued on or about April 13, 1999; 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 Underwriters, (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 Underwriters 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 Refunded 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 Page 2 - APPROVING RESOLUTION 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 Underwriters, 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. 1998-03 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 (including, but not limited to, the LGH\BL.res Page 3 - APPROVING RESOLUTION payment obligation to the Underwriters if the Refunding Bonds are not issued) as Annual Project Costs pursuant to Section 8(a) of the Power Sales Agreement; Whereas the approval provided in this Resolution is in addition to, and in no way alters or invalidates, the provisions of the Committee’s resolution approving the issuance of the Authority’s Power Revenue Refunding Bonds, Third Series (Bradley Lake Hydroelectric Project) and Power Revenue Refunding Bonds, Fourth Series (Bradley Lake Hydroelectric Project) adopted by the Committee at its meeting held December 9,10 and 12, 1997. NOW, THEREFORE, IT IS RESOLVED BY THE COMMITTEE ON BEHALF OF THE POWER PURCHASERS as follows: its The Financing Documents and the distribution of the Preliminary Official Statement for the Refunding Bonds 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 pursuant to the Authority’s Resolution No. 1998-03 attached as Exhibit E as required by Section 11 of the Power Sales Agreement. 2: 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 Underwriters under Section 4 thereof, pursuant to the Authority’s Resolution No. 1998-03, 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. Sh The Committee hereby determines that the Forward Delivery Agreement will provide for the payment of certain compensation to the Underwriters 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 LGH\BL.res Page 4 - APPROVING RESOLUTION 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; provided, that the Net Present Value Savings exceeds $2,500,000.00, the savings as a percentage of Refunded Bonds exceeds 9.00%, and the Underwriters’ Compensation not to exceed $7.85 per $1000 of the principal amount of Refunding Bonds sold pursuant to the Forward Delivery Agreement and to be issued each as calculated by the Prudential Securities, Incorporated and the RUG financial advisor, Seagraves & Hein, LLC and Seagraves and Hein has approved the amount of Net Present Value Savings as being consistent with current market conditions. 5. 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 Underwriters 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. 6. Ater Wynne 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. LGH\BL.res Page 5 - APPROVING RESOLUTION Te 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 7th day of January, 1999. CHUGACH ELECTRIC ASSOCIATION, INC. By: Name: Title: MUNICIPALITY OF ANCHORAGE MUNICIPAL LIGHT & POWER By: Name: Title: ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. (acting on behalf of Homer Electric Association, Inc., and Matanuska Electric Association, Inc.) By: Name: Title: Manager, AEG&T Page 6 - APPROVING RESOLUTION PERCENTAGE SHARE OF CAPACITY AND ANNUAL COSTS UNDER POWER SALES AGREEMENT 30.4% 25.9% 25.8% (Homer - 12.0% Matanuska - 13.8%) LGH\BL.res By: Name: Title: Manager, Homer By: Name: Title: Manager, Matanuska GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. By: Name: Title: CITY OF SEWARD dba SEWARD ELECTRIC SYSTEM By: Name: Title: ALASKA ENERGY AUTHORITY By: Via Qens 2 \GsQ o 2 ~ Name: VoSecit Wat ec Title: Re gudles Duce Rac -ht ace ect Page 7 - APPROVING RESOLUTION 16.9% 1.0% LGH\BL.res AGREEMENT TO SUPPORT FORWARD REFUNDING THIS AGREEMENT dated as of January 20, 1999, 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., the MATANUSKA ELECTRIC ASSOCIATION, INC. (collectively, the “Power Purchasers”), and the ALASKA ENERGY AUTHORITY (individually the “Party” and collectively the “Parties”). RECITALS (A) The Parties have previously entered into a Power Sales Agreement dated as of December 8, 1987 (“Power Sales Agreement”) for the sale and purchase of electric power produced by the Bradley Lake Hydroelectric Project (the “Project”). Pursuant to the terms of the Power Sales Agreement, the Power Purchasers, acting through the Project Management Committee (“PMC”), have requested the Alaska Energy Authority (“Authority”) to enter into the Forward Delivery Bond Purchase Agreement (“Forward Delivery Agreement”) with Prudential Securities Incorporated and Goldman, Sachs & Co. (the “Underwriters”), attached hereto as Appendix A, and the Continuing Disclosure Agreement described in paragraph (C) below, in connection with the sale and delivery by the Authority of its Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project) (the “Fifth Series Bonds”). The Fifth Series Bonds are to be issued to refund $28,910,000 outstanding principal amount of Power Revenue Bonds, First Series (Bradley Lake Hydroelectric Project) of the Authority maturing July 1, 2021. Page 1 - AGREEMENT TO SUPPORT FORWARD REFUNDING - tuvataska\ioornjv.agr (B) Under the terms of the Forward Delivery Agreement, the Underwriters may request from time to time, certain certificates and opinions and the Authority is obligated to deliver those certificates and opinions to the Underwriters, and the Authority is further obligated to update the Official Statement relating to the Bonds (the “Official Statement”) at certain times specified in the Forward Delivery Agreement. (C) Under the terms of the Continuing Disclosure Agreement among the Authority, the Dissemination Agent and the Bond Trustee required in connection with the issuance of the Bonds (the “Disclosure Agreement”) attached hereto as Appendix B, the Authority has agreed to provide certain annual financial information and operating data relating to the Project and the Parties and to provide notices of the occurrence of certain enumerated events. (D) The PMC and the Parties have participated with the Underwriters and other financing participants in the preparation of the Official Statement. (E) The PMC, on behalf of the Power Purchasers, has determined it is in the best interests of the Power Purchasers and their customers and ratepayers that the proposed refinancing be completed by the issuance of the Bonds and that the timely furnishing by the Power Purchasers of the certificates and opinions and information relating to the Official Statement required under the Forward Delivery Agreement, and the annual financial information required under the Disclosure Agreement, is a reasonable obligation of each Power Purchaser. ; NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows: Section 1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned in the Forward Delivery Agreement or the Disclosure Agreement. Section 2. Agreement to Furnish Information, Certificates and Opinions. Each Party agrees to exercise all reasonable efforts in good faith to provide, on a timely basis, the certificates, opinions and other information which are Page 2 - AGREEMENT TO SUPPORT FORWARD REFUNDING HJV\ALASKA\1007hjv.agr required to be delivered by each Party under the Forward Delivery Agreement to the parties specified therein, including but not limited to the following: (A) The information required to prepare an Updated Official Statement as required under Section 5(c) of the Forward Delivery Agreement, which shall be provided, in a timely manner, upon the request of any Underwriter or the Authority to enable the preparation of an Updated Official Statement between March 22, 1999, and April 5, 1999; (B) From time to time, during the period from the date of Closing to and including the date that is 25 days following the end of the Underwriting Period, the information required under Section 5(d) of the Forward Delivery Agreement necessary to ensure that the Official Statement is accurate and complete and not misleading; (C) At any time from the date of Closing to the end of the Underwriting Period, the certificates and information that may be required under Section 5(f) of the Forward Delivery Agreement; (D) From time to time, the certificates and opinions that may be required under Section 5(g) of the Forward Delivery Agreement; (E) At the time of Closing, the certificates and opinions required under Sections 11(a)(8) and 11(a)(9) of the Forward Delivery Agreement; and (F) Onthe Settlement Date, the certificates and opinions required under Sections 13(8) and 13(9) of the Forward Delivery Agreement. Each Party, the Underwriters and counsel to the Authority, the Underwriters and the Railbelt Utilities Group shall participate in the preparation of the Official Statement and each Updated Official Statement and any amendments or supplements thereto and shall receive copies of all drafts thereof and have the opportunity to comment thereon. Section 3. Agreement of Continuing Disclosure. Each Party, other than the City of Seward, acknowledges that with respect to the Bonds it is an “obligated person” under Rule 15(c)2-12 of the Securities and Exchange Commission. Each Power Purchaser agrees to provide to the Chairman of the PMC on or before September 1 of each year commencing September 1, 1999, the Annual Report of each such Power Purchaser required under the Disclosure Page 3 - AGREEMENT TO SUPPORT FORWARD REFUNDING - tuvatasxa\too7niv.agr Agreement. The Annual Report of each Power Purchaser shall contain or incorporate by reference the following: (A) Audited Financial Statements of the Power Purchaser or, if the Audited Financial Statements of a Party are not available on the Power Purchasers’ Submission Date, the unaudited financial statements for the most recent Fiscal Year in a format similar to the Audited Financial Statements most recently prepared for the Power Purchaser; and (B) Financial information and operating data regarding the Power Purchaser for the prior fiscal year of the type contained in the Official Statement under the caption “THE POWER PURCHASERS” in the following tables: (A) Selected Statistics for Power Purchasers; (B) Power Purchasers’ Power Requirements; (C) Energy Loads and Resources; and (D) Historical Operating Results. The Power Purchasers further agree to cause the Chairman of the PMC to deliver the Annual Reports to the Dissemination Agent at the times and in the manner required under the Disclosure Agreement. Section 4. Underwriters’ Compensation. The Power Purchasers hereby agree that if the Fifth Series Bonds are not issued on April 13, 1999, an amount not to exceed $7.85 per $1000 of the principal amount of Refunding Bonds sold pursuant to the Forward Delivery Agreement (the “Underwriters’ Compensation”) shall be paid to the Underwriters by the Power Purchasers, together with interest accruing thereon from such date at the rate of eight percent per annum, as a part of Annual Project Costs under Section 8(a) (vii) (E) of the Power Sales Agreement for the fiscal year ending June 30, 1999; provided, however, no such payment shall be due and payable if the Fifth Series Bonds are not issued on April 13, 1999 as a result of (i) a termination by the Underwriters of the Forward Delivery Agreement in accordance with Section 12(b) thereof, (2) a Change in Law (as such term is defined in the Forward Delivery Agreement), (3) a default by the Underwriters in their obligation to take delivery of and pay for the Fifth Series Bonds in accordance with the Forward Delivery Agreement, or (4) a change in federal tax law applicable to the Fifth Series Bonds which precludes Wohlforth, Vassar, Johnson & Brecht from Page 4 - AGREEMENT TO SUPPORT FORWARD REFUNDING | puvutaskaiioo7njv.gr rendering its opinion required by Section 13(4) of the Forward Delivery Agreement; and, provided, further, that if the Party takes, or omits to take, in bad faith, an action which prevents the issuance of the Fifth Series Bonds on April 13, 1999, the Party will reimburse the Power Purchasers for such payment. Any payment received by the Authority as liquidated damages under Section 4(e) of the Forward Delivery Agreement shall be deposited in the Revenue Fund under the General Bond Resolution. Section 5. Further Assurances. The Parties shall take all reasonable actions and make all reasonable efforts to complete the timely issuance and delivery of the Bonds pursuant to the Forward Delivery Agreement. Section 6. Third Party Beneficiaries. The Parties agree that each Underwriter is a third party beneficiary of this Agreement. Each Party acknowledges that its continuing disclosure obligations under this Agreement constitute a “continuing disclosure undertaking” under said Rule 15(c)2-12 for the benefit of each Participating Underwriter and each Beneficial Owner of the Bonds. Section 7. Remedies. In recognition of the potential losses and the irreparable harm which would be incurred by the Underwriters and the Parties by a Party’s failure to comply with its obligations under this Agreement and the difficulty of determining the extent of such losses and harm, the Parties agree that this Agreement may be enforced against any Party who has failed to comply by any remedy available to the Parties'and the Underwriters, including, without limitation, specific performance or mandamus. Page 5 - AGREEMENT TO SUPPORT FORWARD REFUNDING | puvtaskaitoornjv.agr Section 8. Execution of Counterparts. This 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. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the effective date of the Forward Delivery Agreement. ALASKA ENERGY AUTHORITY By: D. RANDY SIMMONS Its:_Executive Director CHUGACH ELECTRIC ASSOCIATION, INC. By: Its: GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. By: Its: MUNICIPALITY OF ANCHORAGE d/b/a MUNICIPAL LIGHT AND POWER By: Its: CITY OF SEWARD d/b/a SEWARD ELECTRIC SYSTEM By: Its: ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. By: Its: HOMER ELECTRIC ASSOCIATION, INC. By: Its: MATANUSKA ELECTRIC ASSOCIATION, INC. By: Its: Page 6 - AGREEMENT TO SUPPORT FORWARD REFUNDING | puvuvaskaitoorniv.agr SENT BY :WOHLFORTH > 1-25-99 ; 3:41PM ; WOHLFORTH=(907) 269-3044 -- ;# 1/ 6 WOHLFORTH, VASSAR, JOHNSON & BRECHT A Professional Corporation Attorneys at Law 900 West 5th Avenue, Suite 600 Anchorage, Alaska 99501 FACSIMILE COVER PAGE FILE NO.: 5379.0815 DATE: January 25, 1999 PLEASE DELIVER THE FOLLOWING PAGES TO: NAME: SHAWNA FIRM: Alaska Industrial Development and Export Authority CITY: Anchorage TELEPHONE NUMBER: 269-3000 FAX NUMBER: 269-3044 FROM: Cindy Cartledge TOTAL NUMBER OF PAGES INCLUDING THIS PAGE: Lo COMMENTS: ORIGINAL DOCUMENT TO FOLLOW VIA: N/A RII IRR RRR ARE IIIA IA AAII IIA SASSI SASS SSSI SSS SS SAII SSO I SISTA IAI AID IIASA AAAI II ISI AIA IAI AA AA III III III III IIMA If you do not receivce all pages, please call Colleen M. Fetz, as soon as possible at (907) 276-6401. Our telecopier number is (907) 276-5093. EIR III IER IR IIR III IIR RR RII IRR IR THIRTIES RRR HII III IAA ASSIS SESASSSEISSEI SA SAS SESASAE AAS SSE SAAS IAI. The information contained in this transmission is privileged and confidential. It is intended only for the use of the recipient named above. Authorization to review, discuss, disseminate, or copy the following pages is strictly limited to the named recipient and the recipient's employees or agents. OOOO OOOO OOO OOOO OOOO OOOO OOOO OOOO OOOO OOOO OOO OOOO OOOO OOO OOOO OOOO COO CAI OH KKK x P.01 k x; TRANSACTION REPORT K x aT JAN-27-99 WED 04:25 PM x x x x SEND (IM) ; x k DATE START — RECEIVER TX TIME PAGES TYPE NOTE M# DP x een — eee x JAN-27 04:24 PM WOHLF, ARFET, JOHN, 49" 3° SEND (M) OK 067 ~—ok i—_—_—_——_ LO x x x TOTAL 495 PAGES: 3 x x Xx {OOOO OOOO OOOO OOOO OOOO OOO KOO KOKO KOKO KOI OK NIKON COKI TCC CNC ALASKA INDUSTRIAL DEVELOPMENT & AND EXPORT AUTHORITY => ALASKA MES ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 Facsimile Transmittal TO: Ken bass ar Ay f ny i, La edie COMPANY: Fax #: ( ) pe cat eceeees It eeete ee ere ee at, Q ; FROM: _ DAMIR. LOA” a DATE: (2 7-97? TIME: Y:(3 27 * Number of pages including cover page: ALASKA INDUSTRIAL DEVELOPMENT > ¢ AND EXPORT AUTHORITY => ALASKA @@E™ ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 Facsimile Transmittal iy Ve I y jp) To: lien Vassar (inty ¢ 7, Hed +0 - Y COMPANY: d Fax #: ( ) @) cv) FROM: Sama. Year DATE: (-2 7-77 TIME: G15 yd. rs Number of pages including cover page: Transmittal Contents: Comments: Notice: This facsimile may contain confidential information that is being transmitted to and is intended only for the use of the recipient named above. Reading, disclosure, discussion, dissemination, distribution, or copying of this information by anyone other than the named recipient or his or her employees or agents is strictly prohibited. If you have received this facsimile in error, please immediately destroy it and notify us by telephone, (907) 269-3000. H:ALL\TAMMY \Facsimile Transmittal Cover Page.doc Agenda Item No. CITY OF SEWARD MATANUSKA ELEC ASSOC CHUGACH ELEC ASSOC HOMER ELEC ASSOC GOLDEN VAL ELEC ASSOC MUNI LIGHT & POWER ALASKA ENERGY AUTHORITY A=4+ OVER 51% DATE: BRADLEY PMC VOTING YES NO ABS YES NO ABS YES NO ABS 01% [Ree Peeper] esa 14% Pap] 30% [eF S] [ 12% Tee Py pe 17% [be] 26% [PEE] ESS) = [eee | B = AEA CONCUR With A C = UNANIMOUS D= MAJORITY VOTING METHOD A: Requiring four yeas with 51% of utilities, with no 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. 3) Establishment of FY estimated annual 11) payment obligation and schedule of each purchaser. 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. 12) 13) 14) 7) Adoption of additional minimum funding amounts for renewal and contingency reserve 15) fund above that required by bond resolution. Determination of rules, procedures and accounts necessary to manage project when no bonds outstanding. Evaluation and approval of optional project work and compensation for such work. Application of insurance claims proceeds not governed by bond resolution. Approval of procedures and any individual utility agreements relating to electric power reserves for project. Approval of consultants. VOTING METHOD C: 8) Selection among alternate methods that involve AEA for funding required project work. Unanimous vote by all (including AEA) VOTING METHOD D: 9) Adoption or amendment of procedural 2) Adoption of budget of annual project costs. VOTE(93Q3/BC5272) committee rules (except dispute resolution). 10) Adoption of project maintenance schedules. Majority vote (including AEA) Election of Officers JOO OOOO OOOO OO OOOO OOO OOOO OOOO OOOO OOO OOO 0000 000000000 000000000000 OA KK x PrOlases x TRANSACTION REPORT x x ST eu JAN-27-99 WED 12:27 PM x x x x SEND (IM) x x x x DATE START — RECEIVER TX TIME PAGES TYPE NOTE Mt DP X x JAN-27 12:26 PM WOHLF, ARFET, JOHN, 1/26” 6 SEND (M) OK 062 : — ””._nn—eer— x XK x TOTAL 1M 26S PAGES: 6 x x x OOOO OOO OOOO OOOO OOOO OOOO OOOO OO OOOO OOOO OOO 0000000000 00 AAA rrr pee reiterates ALASKA INDUSTRIAL DEVELOPMENT g AND EXPORT AUTHORITY ==> ALASKA MK =ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 Facsimile Transmittal To: Hen ee COMPANY: Fax #: ( + FROM: fan Ue eave DATE: ota te TIME: Laily pom. Number of pages including cover page: G ALASKA INDUSTRIAL DEVELOPMENT > ¢ AND EXPORT AUTHORITY a> ALASKA @@m™ =ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 Facsimile Transmittal / TO: Ken Va ssa / Cindy (lortedge COMPANY: Fax #: ( ) | rom FROM: Shana eo. DATE: (-at- 14 TIME: (21Y pom. Number of pages including cover page: Transmittal Contents: Comments: Notice: This facsimile may contain confidential information that is being transmitted to and is intended only for the use of the recipient named above. Reading, disclosure, discussion, dissemination, distribution, or copying of this information by anyone other than the named recipient or his or her employees or agents is strictly prohibited. If you have received this facsimile in error, please immediately destroy it and notify us by telephone, (907) 269-3000. H:\ALL\TAMMY\Facsimile Transmittal Cover Page.doc JAN 27 799 11:43AM MATANUSKA ELECTRIC Pik MATANUSKA ELECTRIC ASSOCIATION, INC. Office of the General Manager Post Office Box 2929 Palmer, Alaska 99645 FACSIMILE TRANSMITTAL SHEET FAX: (907) 745-9368 PHONE: (907) 745-9212 DATE: January 27, 1999 TRANSMIT TO: PHONE NO.: FAX NQ.: Shauna 269-3044 AIDEA FROM: Meg E. Hunt, Administrative Secretary SUBJECT: Letter of May 22, 1998 to Dave Calvert, Chairman, IPG COMMENTS/MESSAGE: TOTAL NUMBER OF PAGES TRANSMITTING: 2(Includes Cover Sheet) (F TRANSMISSION IS INCOMPLETE, PLEASE CALL: (907) 745-9213 meh GENADM::\q:\forms\template \faxform.dot BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE List of Representatives Representative Eugene N. Bjornstad Chairman Norman L. Story Vice Chairman Dennis V. McCrohan Secretary/Treasurer Meera Kohler Dave Calvert Michael P. Kelly Wayne D. Carmony Ronald L. Saxton Legal Counsel Alternate =Mytes-C-—Yerkes “Non Sfead Stan Sieczkowski Hank Nikkels Bradley Evans Al - or 2, Mes Effective Date: 09/22/97 Revised Date: 11/01/98 Ney \evised [-21-T' pee 79°49 tall/sdean/bradley lake pme meeting/members listing.doc Utility Chugach Electric Association 5601 Minnesota Drive Anchorage, Alaska 99518 Phone: 563-7494 Fax: 562-6994 Homer Electric Association 3877 Lake Street Homer, Alaska 99603 Phone: 235-8167 Fax: 235-3323 AIDEA/AEA 480 West Tudor Road Anchorage, Alaska 99503-6690 Phone: 269-3000 Fax: 269-3044 Municipal Light & Power 1200 E. First Avenue Anchorage, Alaska 99501 Phone: 279-7671 Fax: 263-5204 City of Seward P.O. Box 167 (5th and Adams) Seward, Alaska 99664 Phone: 224-4071 Fax: 224-4085 Golden Valley Electric Association P.O. Box 71249 (758 Illinois) Fairbanks, Alaska 99707 Phone: 452-1151 Fax: 458-5951 Matanuska Electric Association P.O. Box 2929 (163 Industrial Way) Palmer, Alaska 99645-2929 Phone: 745-9211 Fax: 745-9368 Ater Wynne Hewitt Dodson Skerritt 222 S.W. Columbia, Suite 1800 Portland, Oregon 97201-6618 Ph: (503) 226-1191 Fax: 226-0079 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: a lxam 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 refinaneing-of-pewerrevertue 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 dw Suttioment Aprearent dated Degember 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 andthe-designated-altemate_for-each represemntative.on said Committee is set forth below: Cao City of Seward David Calvert Alaska Energy Authority ( ge” Dennis V. McCrohan \ __ Stan Sieczkowski-— (Sb . Ve” Nol] ; Matanuska Electric Association, Inc. ~ Ym Qoy , Wayne D. Carmony = ] Chugach Electric Association, Inc. Eugene N. Bjornstad Homer Electric Association, Inc. Norm Story mm Mike-Yerkes— Golden Valley Electric Association, Inc. Michael P. Kelly __Bradley Evans— Municipal Light & Power Meera Kohler —Hank-Nikke!s——__ Each representative above was duly appointed on or before Deeember 12, 1 , and continues to serve as of the date hereof. 5 aT, an, 4. The By-Laws governing 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 5th day of February, 1999. TT DENNIS V. MCCROHAN Secretary, Project Management Committee Attachment Page 2 — General Certificate of Project Management Committee h:\all\sdean\bpmc\general certificates\020599.doc Bradley Lake PROJECT MANAGEMENT COMMITTEE MEETING Vanlllabt be (Date) Teleconference @ CEA (Location) PLEASE SIGN IN No. _NAME i REPRESENTING 1 a eal all LLANE AEA 2 ‘Vgern Kok LAaeriilisen Mea » 10 LET L ll 12 13) 14 15 16 17 1 18 19 |_20 oN 22 92Q2\IT9884 Agenda Item No. CITY OF SEWARD MATANUSKA ELEC ASSOC CHUGACH ELEC ASSOC HOMER ELEC ASSOC GOLDEN VAL ELEC ASSOC MUNI LIGHT & POWER ALASKA ENERGY AUTHORITY A=4+ OVER 51% B = AEA CONCUR With A Elijs 01% 14% rien ize 30% (71 = 12% [7 17% wie FE ] Fa | & 26% Zi el C = UNANIMOUS D= MAJORITY VOTING METHOD A: Requiring four yeas with 51% of utilities, with no 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. = 3) Establishment of FY estimated annual payment obligation and schedule of each purchaser. 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 METHOD C: Unanimous vote by all (including AEA) VOTING METHOD D: Majority vote (including AEA) Election of Officers DATE: |- 1 4 : BRADLEY PMC VOTING ae Agenda Item No. Moti to Nope 63 90a = 1 ies vas Noa CITY OF SEWARD 01% (7 eae ] MATANUSKA ELEC ASSOC. 14% [7 Pe) Eeest | CHUGACH ELEC ASSOC 30% PZ PoE] Peer [= HOMER ELEC ASSOC 12% Ae] | bs GOLDEN VAL ELEC ASSOC 17% ree | MUNI LIGHT & POWER 26% = Fer | ALASKA ENERGY AUTHORITY er A=4+ OVER 51% B = AEA CONCUR With A C = UNANIMOUS D = MAJORITY VOTING METHOD A: 3) Establishment of FY estimated annual 11) Determination of rules, procedures and Requiring four yeas with 51% of utilities, with no 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) payment obligation and schedule of each purchaser. 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. 12) 13) 14) 15) accounts necessary to manage project when no bonds outstanding. Evaluation and approval of optional project work and compensation for such work. Application of insurance claims proceeds not governed by bond resolution. Approval of procedures and any individual utility agreements relating to electric power reserves for project. Approval of consultants. VOTING METHOD C: Unanimous vote by all (including AEA) VOTING METHOD D: Majority vote (including AEA) Election of Officers #1581 ALASOG709 “7° AFFIDAVIT OF PUBLICATION ee pec | 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 Ehieoty me ten, English language continually as a Alaska (ADEA esol daily newspaper in Anchorage, wit somominst a i [> 4 Alaska, and it is now and during soeciotee 7 pauicine all said time was printed in an ipate should. contact...A\ - A ‘ staff at (907). 269-3000. to office maintained at the aforesaid special orrangements, place of publication of said Proleet Monayeme, newspaper. That the annexed is pace ites a copy of an advertisement as it was published in regular issues (and not in supplemental form) of said newspaper on Dec. 30, 1998 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. Ghat TN Subscribed and swor before Notary Piiblic in and the State of Alaska. Third Division. Anchorage, Alaska MY COMMISSION EXPIRES 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 refunding 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, dated January 20, 1999. 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 on said Committee is set forth below: City of Seward David Calvert Alaska Energy Authority Dennis V. McCrohan Matanuska Electric Association, Inc. Wayne D. Carmony Chugach Electric Association, Inc. Eugene N. Bjornstad Homer Electric Association, Inc. Norm Story Golden Valley Electric Association, Inc. Michael P. Kelly Municipal Light & Power Meera Kohler Each representative listed above was duly appointed on or before January 5, 1999, and continues to serve as of the date hereof. 4. The By-Laws governing 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 5th day of February, 1999. DENNIS V. MCCROHAN Secretary, Project Management Committee Attachment Page 2 — General Certificate of Project Management Committee h:\all\sdean\bpmc\general certificates\020599.doc SENT BY :WOHLFORTH DRAFT January 25, 1999 5379.0815 CLC/KEV/cf > 1-25-99 ; 3:41PM ; WOHLFORTH+(907) 269-3044 -- j# 2/ 6 ALASKA ENERGY AUTHORITY tl 4K) Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project) Responsible Party WVJB/ AW KMZ KMZ KMZ WVJB WVJB WVJB WVJB WVJB PSI VWVJB WVJB WVJB KPMG KMZ WVJB 1 ar oO ND 10. ats 12; 13. 14. 15. 16. TABLE OF CONTENTS i a) Part | Sw BASIC DOCUMENTS Certificates as to the Transcript of Proceedings (AEA Certificate and PMC Certificate) Preliminary Official Statement Official Statement Certificate as to Finality of Official Statement Certified Copy of Power Revenue Bond Resolution (No. 1989-12) Certified Copy of First Supplemental Resolution (No. 89-13), Second Supplemental Resolution (No. 90- 10), and Third Supplemental Resolution (No. 97-03) Certified Copy of the Fourth Supplemental Resolu- tion (No. 1998-03) Power Sales Agreement Commitment for Bond Insurance Evidence of Ratings of Claims Paying Ability of the Bond Insurer by Standard & Poor's and Moody's 1999 Insurance Agreement 1998 Insurance Agreement with 1999 Amendment Escrow Agreement Verification Report Forward Delivery Bond Purchase Agreement Arbitrage Certificate SENT BY : WOHLFORTH > 1-25-99 ; 3:42PM ; WOHLFORTH=(907) 269-3044 -- ;# 3/ 6 DRAFT January 25, 1999 5379.0815 CLC/KEVicf Part Il THE AUTHORITY WVJB 17. Certificate of Lieutenant Governor as to Authority Legislation WVJB 18. Certificate of Lieutenant Governor as to Members of the Authority WVJB 19. General Certificate of the Authority, with By-Laws of the Authority )\WVJB/ 20. Proof of Notice of December 16, 1998 Meeting of ~~ AEA the Board of Directors , WVJB/ 21. Certified Copy of the Minutes of the December 16, ah “7T\TiJ AEA 1998 Meeting of the Board of Directors, Showing Adoption of the Fourth Supplemental Resolution WVJB/ 22. Copy of Notices to Governor, Legislature and State AEA Bond Committee as Required by Alaska Statutes with Proof of Mailing m system 5d Fabrary Part Ill \ ~ ; : PROJECT MANAGEMENT COMMITTEE ; wh ACA a Doky , AW 23. / General Certificate of the Committee, with By-Law: it My | ; of the Committee (oe a Te edbe\? AW Certified Copy of Conserfing Resolution of Bradley ll gv" f atu” Lake Hydroelectric Project Management Committee AW Proof of Notice of January 5, 1999 Meeting of the a Project Management Committee AW Certified Copy of Minutes of the January 5, 1999 (continued on January 7, 1999) Meeting of the Pro- ject Management Committee wae AW Certified Copy of Approving Resolution of Bradley S Lake Hydroelectric Project, Project Management \ Committee (Resolution No. 99-1) AEA/Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project) Table of Contents AFFO658A/5379.0815 SENT BY : WOHLFORTH DRAFT January 25, 1999 5379,0815 CLC/KEVicf AW AW AW WVJB WVJB WVJB USB WVJB WVJB WVJB 28. 29. 30. 31. 32. 33. 35. 37. > 1-25-99 5 3:42PM ; WOHLFORTH=(907) 269-3044 -- Part IV POWER PURCHASERS Agreement to Support Forward Refunding Certificates of Managers of the Power Purchasers Certificate of General Manager and Chief Financial Officer of each Power Purchaser as Required by Section 11(a)(8) of the Forward Delivery Bond Pur- chase Agreement Part V CLOSING DOCUMENTS a) The Authority Certificate of Executive Director and Deputy Direc- tor-Project Development and Operations of the Au- thority Pursuant to Section 11(a){7) of the Forward Delivery Bond Purchase Agreement Continuing Disclosure Agreement Executive Directors Certificate as to Pending or Threatened Litigation b) Trustee Evidence of Trustee’s Authority to Accept Trust and of Authority of Trustee's Officers c) Opinions of Counsel Opinion of Wohlforth, Vassar, Johnson & Brecht Pursuant to Section 11(a)(4) of the Forward Delivery Bond Purchase Agreement Opinion of Wohiforth, Vassar, Johnson & Brecht Pursuant to Section 11(a)(5) of the Forward Delivery Bond Purchase Agreement Reliance Opinion of Wohlforth, Vassar, Johnson & Brecht Pursuant to Section 11(a)(4) of the Forward Delivery Bond Purchase Agreement AEA/Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project) Table of Contents AFFO66BA/S37 9.0815 Page 3 i# 4/ 6 SENT BY : WOHLFORTH + 1-25-99 ; 3:42PM ; WOHLFORTH=(907) 269-3044 -- DRAFT January 25, 1999 §379.0815 CLC/KEVicf WVJB AW AW KMZ KMZ FSA WVJB 38. 39. 40. 41. 42. 43. 45. Opinion of the Attorney General Pursuant to Section 11(a)(6) of the Forward Delivery Bond Pur- chase Agreement Opinion of Ater Wynne LLP, Special Counsel to RUG, Pursuant to Section 11(a)(9) of the Forward Delivery Bond Purchase Agreement Opinions of Counsel to the Power Purchasers as to the Power Sales Agreement Pursuant to Section 11(a)(9) of the Forward Delivery Bond Pur- chase Agreement (a) | Chugach Electric Association, Inc. - Special Counsel (b) Municipality of Anchorage d/b/a Munici- pal Light and Power (c) Golden Valley Electric Association, Inc. (d) Homer Electric Association, Inc. (e) Alaska Electric Generation & Transmis- sion (f) Matanuska Electric Association (g) City of Seward d/b/a Seward Electric System Opinion of Katten, Muchin & Zavis, Counsel to the Purchaser, Pursuant to Section 11(a)(10) of the For- ward Delivery Bond Purchase Agreement Reliance Opinion of Katten, Muchin & Zavis, Coun- sel to the Purchaser Opinion of Counsel to Financial Security Assurance, Inc. d) Additional Items Letter to Trustee Regarding Capital Reserve Fund Reductions Consent Letter of KPMG Peat Marwick LLP AEA/Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project) Table of Contents AFF0688A/5379,0015 Page 4 i# 5/ 6 SENT BY : WOHLFORTH > 1-25-99 + 3:43PM ; WOHLFORTH=(907) 269-3044 -- j# 6/ 6 . DRAFT January 25, 1999 5379.0815 CLC/KEV/ct Transcripts Delivered to: Alaska Energy Authority (2-one bound; one unbound) Prudential Securities Incorporated (2) Project Management Committee (on behalf of the Power Purchasers) (1) Financial Security Assurance, Inc. (3) Wohlforth, Vassar, Johnson & Brecht (1) Katten Muchin & Zavis (1) Ater Wynne LLP (1) AEA/Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project) Table of Contents AFFO658AU537 9.0815 Page 5 21/29/1999 15:83 5832260879 ATER WYNNE PAGE 41 . Suite 1800 222 S.W, Columbia ATERWYNNE Portland, OR 97201-6618 LLP 503-226-1191 N w ATTORNEYS AT LA Fax 503-226-0079 FACSIMILE TRANSMITTAL NOTICE: This facsimile contains confidential information that is being transmitted to and is intended only for the usc of the recipient named below. Reading, disclosure, discussion, dissemination, distribution, or copying of this information by anyone other than the named recipient or his or her employees or agents is strictly prohibited. If you have received this facsimile in crror, pleasc immediately destroy it and notify us by telephone, 503-226-1191. DATE: January 29, 1999 TO: Alaska Energy Authority Attn: Shawna CITY/STATE: Alaska FAX NUMBER: 907/269-3044 OFFICE NUMBER: — 907/269-3000 FROM: Heather Van Meter DOCUMENT: Consenting Resolution PAGES (INCL. COVER) 10 AN ORIGINAL OF THIS FAX WILL ___ WILL NOT _X__ FOLLOW. FO RTL AlN iD SEATTLE 01/29/1999 15:83 5832268879 ATER WYNNE a PAGE @2 s¢ CONSENTING AND 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 Authority and Goldman, Sachs & Co., with the consent of the Power Purchasers, entered into the Forward Delivery Bond Purchase Agreement dated December 12, 1997 under which the Authority has agreed to sell to Goldman, Sachs & Co. the (Bradley Lake Hydroelectric Project) Third and Fourth Series Bonds for the purpose of refunding a portion of the First Series and Second Series Bonds; and WHEREAS, the Authority and the Power Purchasers have reviewed a proposal prepared by Prudential Securities and Goldman, Sachs & Co. (the "Underwriters”) to proceed with a similar Forward Bond Purchase Agreement for the sale of an additional series of Bonds ("Fifth Series") to refund the outstanding principal amount of the First Series that will not be refunded by the Third and Fourth 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 Page 1 - CONSENTING RESOLUTION LGH\BP2A.Res 61/29/1999 15:83 5832268879 ATER WYNNE ‘ PAGE 63 Power Purchasers and their respective customers and ratepayers that the concept of the proposed Forward Delivery Bond Purchase Agreement for the Fifth Series is valid and that the Authority and the Power Purchasers should proceed with finalizing the necessary documents, similar to those supporting the Forward Delivery Bond Purchase Agreement for the Third and Fourth Series, which will enable the Authority to enter into the Forward Delivery Bond Purchase Agreement for the Fifth Series, and WHEREAS, the Committee requests that the Authority and the Railbelt Utilities Group representatives, in consultation with the Power Purchasers, proceed to finalize the proposed Forward Delivery Bond Purchase Agreement for the Fifth Series and other required documents that will allow the Authority to enter into such Agreement and proceed with the sale of the Fifth Series; NOW, THEREFORE, IT IS RESOLVED BY THE COMMITTEE ON BEHALF OF THE POWER PURCHASERS as follows: We Consent to Proceed and Approval. This section constitutes the consent of the Committee for the Authority and the Railbeit Utilities Group representatives to proceed with the completion of the necessary documents in support of the Forward Delivery Bond Purchase Agreement for the Fifth Series and the approval of the Committee of the Forward Delivery Bond Purchase Agreement substantially in the form attached hereto. The Committee and its representatives shall continue with the timely review and completion of the remaining documents on the schedule approved by the Committee. 2s Supporting Resolution. Once the Forward Delivery Bond Purchase Agreement and the supporting documents (Financing "Documents") are in final form that is satisfactory to the Committee, the Committee will meet and consider the attached resolution approving the Financing Documents, compensation and other matters related to the proposed actions to be taken by the Authority. ADOPTED this day of December, 1998. Page 2 - CONSENTING RESOLUTION LGH\BP2A.Res 61/29/1999 15:83 5832268079 ATER WYNNE PAGE 64 PERCENTAGE SHARE OF CAPACITY AND ANNUAL COSTS UNDER POWER SALES AGREEMENT CHUGACH ELECTRIC ASSOCIATION, INC. 30.4% By: Name; Title: MUNICIPALITY OF ANCHORAGE MUNICIPAL 25.9% LIGHT & POWER By: Name: Title: ALASKA ELECTRIC GENERATION & 25.8% TRANSMISSION COOPERATIVE, INC. (Homer - 12.0% {acting on behalf of Homer Electric Matanuska - 13.8%) Association, Inc., and Matanuska Electric Association, Inc.) By: Name: Title: Page 3 - CONSENTING RESOLUTION LGH\BP2A. Res 01/29/1999 15:83 5832260879 ATER WYNNE PAGE @5 GOLDEN VALLEY ELECTRIC 16.9% ASSOCIATION, INC. By: Name: Title: CITY OF SEWARD dba SEWARD ELECTRIC SYSTEM 1.0% By: Name: Title: ALASKA ENERGY AUTHORITY BY eee Name: Title: Attachments Page 4 - CONSENTING RESOLUTION LGH\BP2A.Res 81/29/1999 15:83 5832268879 ATER WYNNE “ CHUGACH ELECTRIC ASSOCIATION, INC. MUNICIPALITY OF ANCHORAGE MUNICIPAL LIGHT & POWER By: Name: Title; ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. (acting on behalf of Homer Electric Association, Inc., and Matanuska Electric Association, Inc.) By: Name: Title: Page 3 - CONSENTING RESOLUTION PAGE @6 PERCENTAGE SHARE OF CAPACITY AND ANNUAL COSTS UNDER POWER SALES AGREEMENT 30.4% 25.9% 25.8% (Homer - 12.0% Matanuska - 13.8%) LGH\BP2A.Res 61/29/1999 15:83 5832268879 ATER WYNNE . ” CHUGACH ELECTRIC ASSOCIATION, INC. By: Name: Title: MUNICIPALITY OF ANCHORAGE MUNICIPAL LIGHT & POWER ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. (acting on behalf of Homer Electric Association, Inc., and Matanuska Electric Association, Inc.) By: Name: Title: Page 3 - CONSENTING RESOLUTION PAGE 67 PERCENTAGE SHARE OF CAPACITY AND ANNUAL COSTS UNDER POWER SALES AGREEMENT 30.4% 25.9% 25.8% (Homer - 12.0% Matanuska - 13.8%) LGH\BP2A.Res 81/29/1999 15:93 593226097 12/16/08 10:22” FAX BU7474U0ay pl ovo NaUn wan ele is ewes PAGE _ 98 PERCENTAGE SHARE OF CAPACITY AND ANNUAL COSTS UNDER POWER SALES AGREEMENT CHUGACH ELECTRIC ASSOCIATION, INC. 30.4% By: Name: Title: MUNICIPALITY OF ANCHORAGE MUNICIPAL 25.9% LIGHT & POWER By: Name: Titles, Aome€ Zi Cd Ras 25.8% (Homer - 12.0% Matanuska - 13.8%) Page 3 - CONSENTING RESOLUTION LOM\EPTA Moe Received Dec=16-98 00:17am From=-Q074740840 To-HOMER ELECTRIC Page 04 81/29/1999 15:83 5832268879 ATER WYNNE PAGE 49 GOLDEN VALLEY ELECTRIC 16.9% ASSOCIATION, INC. CITY OF SEWARD dba SEWARD ELECTRIC SYSTEM 1.0% By: Name: Title: ALASKA ENERGY AUTHORITY By: Name: Title: Attachments Page 4 - CONSENTING RESOLUTION LGH\BPZA.Roa @1/29/1999 15:83 5832260879 ATER WYNNE wy GOLDEN VALLEY ELECTRIC 16.9% ASSOCIATION, INC. By: Name: Title: CITY OF SEWARD dba SEWARD ELECTRIC SYSTEM 1.0% By: Name: Title: ALASKA ENERGY AUTHORITY By: Derired Vv Me Cohen. Name: Dennis Vo MeCromn Title: Deouty WMrector Attachments Page 4 - CONSENTING RESOLUTION PAGE LGH\BP2A, Res 14 ALASKA INDUSTRIAL DEVELOPMENT > AND EXPORT AUTHORITY = ALASKA im ~=ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING AGENDA Tuesday, November 3, 1998 — 9:00 a.m. TELECONFERENCE Or, By Electronic Media at AIDEA — 480 W. Tudor Road 1. CALL TO ORDER Bjornstad 2. ROLL CALL (for Committee members) 3. PUBLIC ROLL CALL (for all others present) 4. PUBLIC COMMENT §: AGENDA COMMENTS 6. APPROVAL OF MEETING MINUTES — June 15, 1998 7. NEW BUSINESS A. Bradley Lake Bond Refunding Griffith B. Status of Instability and Control Response Project Hickey C. Budget Amendment/Adjustment $45,000 -- Repairs to the Nuka Diversion Story D. Authorization - HEA to Pursue Assumption of Communications -- Bradley Lake Hydroelectric Project Story 8. COMMITTEE COMMENTS A. Next Meeting Date Bjornstad 9. ADJOURNMENT BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING MINUTES Alaska Industrial Development and Export Authority 480 West Tudor Road Anchorage, Alaska Regular Meeting Tuesday, November 3, 1998 — 1:00 p.m. ae CALL TO ORDER Chairman Eugene Bjornstad called the meeting of the Bradley Lake Hydroelectric Project Management Committee to order at 1:00 p.m. on Tuesday, November 3, 1998, in the Board Room of the Alaska Industrial Development and Export Authority, Anchorage, Alaska, to conduct the business of the Committee per the agenda and public notice. 25 ROLL CALL Roll was called by Shauna Dean. The following members were present, and a quorum was established: Eugene Bjornstad, Chairman Chugach Electric Association Wayne Carmony (teleconference) Matanuska Electric Association Mike Kelly (teleconference) Golden Valley Electric Association Don Stead (teleconference) Homer Electric Association Dennis McCrohan Alaska Energy Authority Meera Kohler (teleconference) Anchorage Municipal Light & Power 3. PUBLIC ROLL CALL Others Present: Joe Griffith, Chugach Electric Association Brian Hickey, Chugach Electric Association Brad Evans, Golden Valley Electric Association (teleconference) Robert Hanson, Golden Valley Electric Association (teleconference) Rick Eckert, Homer Electric Association (teleconference) Don Stead, Homer Electric Association (teleconference) Dan Helmick, Anchorage Municipal Light & Power (teleconference) Tim McConnell, Anchorage Municipal Light & Power (teleconference) Don Zoerb, Matanuska Electric Association (teleconference) 4. Ray Morgan, Matanuska Electric Association (teleconference) Ron Saxton, Ater Wynne Hewitt Dodson & Skerritt (teleconference) Larry Hittle, Ater Wynne Hewitt Dodson & Skerritt (teleconference) Stan Sieczkowski, Alaska Energy Authority Ken Vassar, Wohlforth, Argetsinger, Johnson & Brecht Valorie Walker, AEA Shauna Dean, AEA John Moore, Prudential Securities (teleconference) Nancy Watkins, Prudential Securities (teleconference) PUBLIC COMMENT There were no public comments. 5. AGENDA COMMENTS There being no additions or comments, the agenda was adopted by unanimous consent. 6. APPROVAL OF MEETING MINUTES — June 15, 1998 MOTION: Ms. Kohler moved to approve the meeting minutes of June 15, 1998. Mr. Story seconded the motion. A voice vote was taken and the minutes were unanimously approved. Ue NEW BUSINESS A. Bradley Lake Bond Refunding — Joe Griffith Joe Griffith: AIDEA has received a proposal from Prudential Securities Incorporated in Seattle to take a look at the remaining bond out there that has not been built with on a forward refunding or some other method — this is the 2021 term bond in the amount of $30 million or there about as | recall. Prudential did an analysis on it early October and contacted Valorie who subsequently called me and said maybe this is something that we the PMC would want to look at. | took a look at the proposal that they had — Valorie then did some additional work regarding the various funds that are out there that we have guaranteed and that must be kept in place for the duration of the whole deal and resulted in a reassessment dated 29 October that | faxed out to all the parties and | presume everybody has it — is there anyone that did not receive that fax we sent out yesterday — and | hope you have all studied it. In the net, it appears the times are right for a forward refunding activity on this 2021 term bond. There are a number of ways it could be dealt with, it appears that option three that the Prudential folks listed in their 29 October letter where they reconciled their original October 14 present value benefits with the fund method, that a vehicle something along that could save us quite a bit of money and it appears that it’s in the neighborhood by my calculations $2.8 or $2.9 million worth present savings. So, by our criteria we used earlier for the forward refundings this certainly falls within the realm of that. | talked to Ron about it and it was his and mine and Valorie’s conclusion that it was something worthy of bringing forward to the PMC for consideration and | would submit Mr. Chairman that | believe we have a potential beneficial transaction here before us, and if it is the will of the PMC, we, or other so designated by the PMC would be happy to proceed forward and see if we could put a deal together on this. Ron do you have anything you want to ad? Ron Saxton: | think that is it— we can go into as much detail. There are a couple of new players here, at least Meera, since the last time we did one of these, but everyone will remember that the original series of bonds, there was a couple original series and we took care of all but these a little over a year ago and this now does look like an opportunity and it is hard to see any downside to it, unless somebody sees a downside, | think it is because we went through the earlier refunding a year or so ago, there is still a fair amount of work associated with this one but it shouldn’t be that difficult, it ought to be fairly automatic to work our way through it. Gene Bjornstad: Ron, what would be required as far as to get this thing forward? Do we need a budget amendment, or a motion to authorize work by bond counsel to get this thing forward, | mean we're not going to be making a decision on the options today are we or should we? Ron Saxton: We're not making a decision on options, and | actually don’t even think we're, unless Joe knows more than | do, | don’t think we have a proposal for a budget amendment today. | think if it’s the groups will to go forward, then Joe and | were the people who did this last time, so presuming you wanted Joe and | to go forward or whoever else you would like to bring in — | think we would need to work with Prudential pretty quickly to put together a more definitive schedule and budget and then probably have another quick call sometime to actually approve a budget amendment. The budget amendment being the cost of moving the transaction forward. Just to remind all of you, | am assuming from my conversations with AIDEA and with Prudential that this would be handled similarly to the last one, that the Energy Authority gets no financial benefit out of this, all the benefit comes to the utilities, so while the Authority was willing to cooperate fully, they expect to be reimbursed for their costs in doing so and to the extent that there are costs incurred and the transaction ultimately didn’t go forward, if for instance we did all the work to prepare the documents and then interest rates skyrocketed before we could close, we presumably wouldn’t close, but we would have incurred expenses. So, the approach here is that although there is a substantial payback if interest rates stay in the range they are, the state would be expecting the utilities to bear the costs and to accept the risks if the transaction might not close. Joe Griffith: Ron, if | might Mr. Chairman, | believe we could, if the PMC says go ahead, | would feel comfortable with a budget amendment to spend up to $150K to get this thing rolling and moved on. | probably should have given you my estimate of what the costs would be, and they may not be anywhere near that, but that was kind of the figure we had used earlier you recall on the prior deal. It appears to me at this point in time if the PMC is genuinely interested in doing this, that we could make that budget amendment and be authorized to spend up to that amount and then proceed on and then at some point in the future bring back a proposal a little more concrete than what we have today. Mike Kelly: Joe, the Prudential document had a budget in there which included the $150K plus the, | don’t have it right in front of me, but the insurance and the discount and those fees, now the only one that we would be exposed to is the $150K part? Joe Griffith: No, it would be our responsibility to pay them all, but what you would do is roll, in actuality you will roll them all into the deal when you do it. Mike Kelly: | guess | asked that in-artfully, do those fees, any of those fees, which of those fees would occur in the case that nothing happens, in other words, we look at this and using Ron’s example, costs skyrocket, we would have certainly the portion of the $150K costs, but what of the others, if any, would we have? None | assume. Joe Griffith: None. Mike Kelly: Okay, thank you. Gene Bjornstad: Are there comments from other utilities on whether or not there is interest in going forward with this? Dan Helmick: I’ve only got one question — Is there any way this could be done as a current refunding, waiting a little bit until next year? John Moore: Yeah, I’m happy to address that, this is John Moore. This is almost a current refunding as it stands now, | mean we call it a forward, but the existing bonds that we are looking to refund are callable on 7/1/99, tax law gives us the ability to sell refunding or close a refunding issue 30 days prior. So, you could be closing on April 1, 1999 if the schedule works out such that you are selling the bonds say in January, then you’ve got a three month forward and accordingly we've assigned a very low interest rate penalty for that three months forward. So, | guess this is the long way of saying you are almost doing a current refunding if you were to issue the bonds in January. Wayne Carmony: Do you mean April 1* or June 1°? John Moore: I’m sorry, 90 days prior would be April 1. Dan Helmick: So | guess my question kind of leads to, is there any advantage to trying to time this, | mean would a current refunding be any simpler or as a transaction to do, you know and could you do analysis for us the difference between the two? John Moore: Sure, we would be happy to. The mechanics would be virtually identical to doing a current refunding and a forward refunding. As | mentioned earlier, the interest rate impact is very, very minor. So we would be happy to do that analysis for you. Dan Helmick: Okay, one way or the other, | think we ought to consider going forward, but | would certainly like to look at those two options when we sit down and finally decide which way to go. John Moore: We calculate that interest rate premium if you will as approximately 5 basis points. Five to seven. But, we are happy to crank the numbers and distribute them for your review. Dan Helmick: Okay, thank you. Ron Saxton: Let me just explain one thing — in the previous refunding, we ran into a little bit of an unexpected glitch, or unexpected work | guess, that ultimately required each of your attorneys to be pulled in and | want to revisit quickly what that was and what would happen this time. The issue is that in the original financing each of you provided an opinion of counsel about your various corporate capability to enter into the contract and so forth, and me, our firm, acting on behalf of you collectively, need to be able to rely on those, in saying that everything is still okay, that all of you still believe the contract to be binding against you and so forth. When we entered into this discussion on the previous refunding, two or three of your lawyers believed that they needed to put a pretty substantial amount of work into updating their opinions before they would allow us to rely on them and so that was done and ultimately each of them was satisfied. In this round, we would still need something from each of your lawyers that basically says nothing has changed in the period since they updated it a year or so ago until now. My hope is that that’s not a big deal at all, that that is a very minor activity for your lawyers, if there is a fear of that turning into a big activity, we will need to discuss that because the timeline is pretty tight. But again, | don’t think there should be any reason for that to become complicated but we would need an update from each of your attorneys. Larry Hittle: And Ron, the last time we had a settlement agreement, which also roused a whole lot of interest in all of the attorneys and that’s not present in this financing so, it’s certainly a lot simpler problem than it was the last time. Gene Bjornstad: Was that ML&P talking just now? Ron Saxton: No, that was Larry Hittle from my office. Gene Bjornstad: Why don’t we identify ourselves when you speak, because it is difficult to follow the conversation. Gene Bjornstad: Other comments from other utilities? Homer? Norm Story: No, we’re okay with it Gene, | think we need to consider moving forward with it. Gene Bjornstad: Okay. MEA? Wayne Carmony: Two things, one, what was the $150,000 — what's the scope of that and who is it to be paid to — what do we expect to receive for that investment? Joe Griffith: If | may Wayne, it is a contingency budget for expenses related to pulling together the documentation of the opinions that are necessary for Saxton and companies efforts and principally AIDEA bond counsel. That is merely an estimate, if it moves swiftly it will be no where near that amount. If it doesn’t, it will be up in that range | would imagine that we'll expend to get it all put together. But that’s the front end work before you have the whole package put together that you can go to the market with so to speak. Wayne Carmony: So this is not the work that is being done internally with the utilities, this is external work by the AIDEA attorneys and by Ron and his people? Joe Griffith: That is our agreement on the PMC that our in-house attomeys will be funded by ourselves. We have never to my knowledge used Bradley Lake operating funds to pay for in-house attorneys. Wayne Carmony: Okay. And the second things is will this investigation, is it okay if we participate a little more actively then we did the last time — | would like for Don, Mr. Zoerb to become involved in this as we go forward with looking at it? Gene Bjornstad: | don’t think that’s a problem. Wayne Carmony: Okay. Gene Bjornstad: Golden Valley, do you have any comments? Mike Kelly: We would like to go forward Gene, is there going to be a discussion today about the three alternatives and which is, is that for today? Joe Griffith: Mr. Chairman, we certainly could talk about those. | don’t really view them as three options, | think Prudential did in order to explain the difference between the numbers they had on the October 29" letter and the October 14" letter that they proposed. The only difference is how you might structure the remaining amount of the debt once you have done a forward refunding to preserve the funds and the requirements we have there. Mike, what they ended up, Prudential recommending in option three in essence is to keep some portion of the existing debt in place enough that it doesn’t look like we’re chickening out on some aspect of our deal, so the funds stay in place and we do not end up with a big, large negative arbitrage that we would do if we took all the funds out at the same time. In the net, that reduces the present value of the benefit by whatever the amount we do not do the refunding on at that time, the numbers they used | believe are $310K if they use 10%. That was simply examples, | think we would craft something similar to their option three given that the market stays like it is today. Mike Kelly: The other thought is, the last time we did this, AIDEA was very hesitant to move forward at all until the utilities sent a signal and I'd like to make a motion that we authorize the expenditure not to exceed $150,000 to pursue a refunding of the 20/21 bond series for Bradley and that we authorize Joe and Ron to move ahead with AIDEA and their bond people as proposed. I'd make that motion so that we don’t have to have another meeting before we get started. Wayne Carmony: Would you consider amending the motion to consider Mr. Zoerb with those two? Mike Kelly: Well, what I’d like to do Wayne, is we will have Bob Hanson as our person that tracks it, but | think that, | am kind of assuming that every utility is going to watch it but they will participate and their expenses will be paid by themselves. Are you suggesting that we want to put Don in a different role from whomever Meera might want to have watch it or | have watch it? Wayne Carmony: Actually, | didn’t think that Mr. Griffith’s expenses were going to be paid up, it’s my understanding that it was just the attorney’s that we were paying out of this. Mike Kelly: Right, and that is my understanding as well Joe. Is that correct? Joe Griffith: That's the way we did the last one, | presume it would be that way. Wayne Carmony: My only interest here is that | would like to make sure that Don is involved with all stages in the process, in the essence of having his name included in the motion, | was not sure that would happen that way. If you’re convinced that it will, then | will withdraw the request. Mike Kelly: | am Wayne. We will have Robert tracking ours, and | don’t know who Meera is going to assign, but they would coordinate with Joe and Ron for whatever information they would like to receive and supply. Does anybody have any other understanding of that? Ron Saxton: | just want to be clear about why we had the structure we did last time. The way we are set up as an organization, | receive my directions for legal work from the Chairman, so that it is always clear who has authority to tell me to do something and who can answer my questions and such. The last refunding, this group collectively, on the Chairman’s recommendation, designated Joe as the point person to work with me and to be that person that | coordinated with — | just want to be clear when we are done with all of this that if it’s different than that | want to understand the keeping informed as opposed to who | am going to for answers and decisions. Wayne Carmony: My thoughts on this thing in asking for the amendment, was that | wanted Don involved in the process, not in just data review. Ron, is it possible to have a process that’s includes more than just your and Joe’s review, activity? Ron Saxton: Certainly. | assumed that each of you will have somebody, whether it’s Don in your office, or Robert Hanson, or whoever, that each of you will have somebody who has to be involved, not just wants to, but has to be involved reviewing documents. Each of you will need to have your attorney involved at least in some limited capacity, so that it’s a given to me that your local attorney and somebody from your administrative staff will need to be involved. My only point in distinguishing was that somebody has to be playing the coordinator role with Prudential and with AIDEA to put all of this together, and | think that’s the only unique thing voted, it wasn’t that anyone else was cut out, it’s that Joe, in addition to being Chugach’s contact, also plays that coordinator role. Wayne Carmony: Since the present worth savings on this transaction are relatively small we’re concerned and we would like to make certain that we are absolutely convinced that at the end of the day that we favor what’s going on here. With those assurances, I’m ready to vote if everyone else is. Gene Bjornstad: | don’t believe we had a second. Norm Story: Homer seconds. Dennis McCrohan: | would like to amend the motion to make a friendly amendment to replace AIDEA with AEA in the motion, and also note in all the Prudential documentation it should be referred to as AEA. Mike Kelly: That's friendly to the maker. Gene Bjornstad: Is there other discussion on the motion? Would you call a roll call vote please? City of Seward: - Matanuska Electric Association Yes Chugach Electric Association Yes Homer Electric Association Yes Golden Valley Electric Association Yes Municipal Light & Power Yes Alaska Energy Authority Yes Gene Bjornstad: Motion is carried and we will go forward on it. Next item on the agenda is the status of the Instability and Control Response Project. Brian Hickey came in after the meeting started, and he is here to give a report on the status. Brian Hickey: We have completed the assembly and testing of the data and acquisition system. We assembled it and actually got it running so that it’s scanning the channels at the bed we need. We currently are wiring — completing the final wiring on the assembly and we intend to ship it to Bradley Lake around the 15" of November. At that time, we will install the Data Acquisition System, commission it, and | believe we will be doing an off-line testing at that time, depending on unit outages and development of the test plan. We ran into a couple of delays with the assembly of the unit. Wayne Carmony: Could you get a little closer to the phone — | can’t get my volume up any louder and | am having a hard time hearing you. Brian Hickey: Should | start back at the beginning, or did you hear what | had said? Wayne Carmony: If you would, we would certainly appreciate it, we’re sorry. Brian Hickey: We have assembled the Data Acquisition System and primarily that was done by, | guess one thing | would like to do is compliment Randy Johnson and Larry Hembree at ML&P. They really put a lot of time into developing this Data Acquisition System and assembling it - Randy has been working on it pretty much full time. We did encounter some delays in the assembly of it - we had some bad boards, we got it put together and it wasn’t scanning at the rate we expected and we spent a couple weeks trying to troubleshoot it and finally ended up sending some of the boards back to National Instruments. They found that they had a problem on one of their boards, which they corrected. Currently we have the thing, we assembled it, and it does scan the 74 channels at the band width we required. The relay control wiring people at Chugach are completing the wiring on it right now so it’s in its final assembly — the cans that we’re going to put it in when we move it down to Bradley. We will be moving it down to Bradley around the 15" of November. At that time, we’re going to commission it and then, which will require an end-to-end check on all the circuits that Don has installed down there, some of the high precision transducers we put in. We may do the offline testing at that time if we have completed the test plan. | have had some other commitments this summer, primarily with labor negotiations, and | have not been able to put a lot of time into the test plan — | hope to have a draft test plan out for the review of the O&D committee by this Thursday and that would include the commissioning of the data acquisition system and the offline testing. Randy and Larry have also been working on me with that. The bad news is that we have missed the window for online testing of the unit because we really can’t test it, from a reliability standpoint it wouldn't be appropriate to test it in the middle of winter. We will schedule the online testing of the unit for hopefully early June if we can get an outage — depending on water and system conditions. Once we’ve completed the online testing we will have at least 60 to 90 days in evaluating the data we get from that. So, essentially we’ve lost a year because we missed the August window for testing. The financials on the project are for the Bradley instrumentation system — we had a budget of $150,000 we've actually spent $113,659 and we probably have another $20,000 to spend on that but we should come in under budget on that. The action plan — we had a budget of $228,600, we’ve spent $148,055 and there is a fair amount of that left to be spent in review of the test plan by the various people who we’ve contracted with to review the test plan and that would be the manufacturers of the power system stabilizer, the exciter, the governor, and the generator itself. We had a Bradley O&D expense budget of $4,000 and of that we’ve spent $3,235. Currently the project is at about 70% - the actual is at about 70% of the budget. That’s really about all I’ve got on it. If you have any questions, | would be happy to answer them. Gene Bjornstad: Questions on the status report? Gene Bjornstad: Hearing none, let’s go to item 7C — Budget Amendment Adjustment $45,000 to the repairs to the Nuka Diversion. Norm, do you want to give us some information? Norm Story: This past winter we had a damage cost to the Nuka diversion and subsequently we talked with the Chairman about going ahead and making that repair because we were hemorrhaging water at a pretty good rate and went ahead and did that work. The O&D committee | think has reviewed this, | might just turn it over to Don Stead to give a description as to what happened up there and what we did to correct the problem. Don Stead: What happened was during the winter there was an ice dam formed, it backed up a considerable amount of water which overtopped the diversion, along came June, the ice dam broke when the water went out, it downcut the Nuka diversion on the West side and it caused a breach in that diversion about 20 feet wide by 6 feet deep. We found about the problem in July from USGS when they went up there to do their inspection of their equipment — we developed a repair plan in August and actually accomplished the repairs in September and what we did was we rebuilt the diversion to its original specifications. The cost of that rebuild was about $37,000. We also commissioned the Civil Engineer, Jack Cushing, to perform a study of the Nuka marine and that’s in progress. He performed his study and he is developing his recommendations to prevent this from occurring in the future. That we have not received a bill yet, so we are asking for the $45,000 amendment to the budget. Norm Story: Mr. Chairman, if there’s any questions, we would be glad to entertain them now. If not, | would make a motion for a budget adjustment of $45,000 to cover the Nuka diversion repair. Gene Bjornstad: Is there a second? Mike Kelly: Fairbanks, second. Gene Bjornstad: Any other discussions on the budget amendment for $45,000 for the repairs to the Nuka diversion? Hearing none, please call a roll call vote. Shauna Dean: City of Seward - Matanuska Electric Association Yes Chugach Electric Association Yes Homer Electric Association Yes Golden Valley Electric Association Yes Municipal Light & Power Yes Alaska Energy Authority Yes Gene Bjornstad: Okay, budget amendment is approved. Going on to item 7D on New Business — authorization for Homer Electric to pursue assumption of communications Bradley Lake Hydroelectric Project. Norm, do you want to tell us about this? Norm Story: Thanks Mr. Chairman. As indicated in the letter and most of the participants probably realize that we spend roughly $180,000 for communications from Bradley back to Chugach control. Most of this is microwave cost from the State of Alaska. Recently Homer Electric completed a 24 fiber optic project between Homer and Kenai and what we’re proposing here is that we take over the maintenance of the necessary microwave links from Bradley down to the Homer facility and that we then pack the signals up via our fiber optic project and then turn those signals over to Chugach Electric for transport on to Anchorage by their recently upgraded microwave project. In doing so, at least for the Homer segment of it, we believe that we can cut the budget to approximately $90,000 a year. We are assuming that Chugach would have to address the cost from Kenai to Anchorage, but it still appears that we can probably save $50,000 to $60,000 a year in communications by taking over the project. So what | wanted to do today is get the nod or to pursue that we’ve got to open up dialog with the State assuming the O&D committee would be the first stop to begin discussions on how to make that happen and then on to the State with AEA involved to see if we can’t make this possible. Gene Bjornstad: Do you want to make a motion or how do you want to handle this, do you want the O&D committee to come up with a recommendation or how do you want to handle it? Norm Story: | would be satisfied with a motion and | would make the motion to authorize Homer Electric to work with the O&D committee and the State to pursue the assumptions of the communications for Bradley in conjunction with Chugach Electric for the last link. Gene Bjornstad: That's in the form of a motion, is there a second? Mike Kelly: Second, Fairbanks. Question Norm — this authorization is for you to look at it and then report back on what the links would be and end up being and what the savings would be and also a coordination with Chugach so we can get a total path impact? Norm Story: That’s correct, and | would assume we would want to report back to the O&D committee that Homer would have to step out since we are going to be proposing to do some of the contracting that us and Chugach would have to be in that link, but have the O&D committee report back to the full board with recommendations. Wanye Carmony: In that evaluation, Gene, will this result in lost revenue to Chugach? Gene Bjornstad: | don’t believe so, no. Wayne Carmony: | was thinking here in terms of the net cost and where they fail when you do the evaluation — keep that in mind and bring that back to the group, it would be appreciated. Gene Bjornstad: Well, Brian Hickey says he doesn’t think so, and | haven't looked at it that close Wayne, but | don’t think so either. Other comments from other utilities? Would you call a roll call vote on the motion please? Shauna Dean: City of Seward -- Matanuska Electric Association Yes Chugach Electric Association Yes Homer Electric Association Yes Golden Valley Electric Association Yes Municipal Light & Power Yes Alaska Energy Authority Yes Gene Bjornstad: Okay, motion is approved. Mike Kelly: Mr. Chairman, just a comment, when the O&D looks at that and reports back, we had very little time to discuss this, but | know there was some concern about the need for the link and so | just want to make sure as we look at this that we are looking at the entire picture without having any problems with what's been proposed so far. Just wanted to make that comment. Gene Bjornstad: | guess we can forward that on to the O&D committee. Stan Sieczkowski: | will contact the State and get an update on all the circuit paths and purposes and bring that to the O&D committee for the evaluation and comparison. Gene Bjornstad: Any other comments? Going to Item 8 on the agenda — Committee Comments — no one else has any. Next Meeting date. | suspect we probably need to consider something in the December/January time frame. Joe Griffith: | think probably early December we ought to have a good indicator on how this deal might look, so | think probably December. Gene Bjornstad: How about the second week in December? Maybe the 9" of December? | think it works well for everyone in the morning — 9:00 would be good. Hearing no objections, let’s plan for 9:00 a.m. for December 9" for an update on the refunding issue. Any other comments? I'll entertain a motion for adjournment. Meera Kohler: So move. Norm Story: Second Gene Bjornstad: Hearing no objections, meeting is adjourned. ™ fr AHI yee | ~ Y Suite 1800 mia rif 1 Wy | [) ' ie ie ibd Wil | | 222 S.W. Columbia ATERWYNNE LLP | {\ Ae 1000 Portland, OR 97201-6618 ———$—$—$ U GES 34 1998 ATTORNEYS AT LAW ns = 503-226-1191 : Alaska tndustrial Development - Fax 503-226-0079 and Export Authority VIA FEDERAL EXPRESS MEMORANDUM TO: Bradley PMC Members FROM: Larry Hittle DATE: December 30, 1998, RE: Proposed Approving Resolution to be Considered and Voted Upon During January 5, 1999 BPMC Meeting The attached Approving Resolution of the Bradley Lake PMC (two copies enclosed) is the resolution each of the parties to the Bradley Lake Hydroelectric Project Power Sales Agreement will be asked to consider and vote upon during the BPMC teleconference meeting scheduled for January 5, 1999. Also enclosed is the Resolution 1998-03 that was passed by the AEA Board on December 16. Note that Section 4 of the BPMC Resolution contains two blank spaces. These amounts will be determined prior to the call and provided to you during the BPMC meeting on January 5. You will receive the updated versions of the remaining four attachments to the BPMC Resolution (Preliminary Official Statement, Forward Delivery Agreement, Continuing Disclosure Undertaking, Agreement to Support Refunding) on December 31. Lew Greenbaum plans to E-mail them to those capable of receiving E-mail by Thursday mid-day. Others will be provided copies by messenger. Note that the Preliminary Official Statement will be published after it is approved by the BPMC on January 5. On January 13, the Forward Purchase Agreement and the Continuing Disclosure Agreement will be signed by the Underwriters and AEA with approval by the BPMC Chairman. We will also provide a signed and dated Agreement to Support Refunding at that time. Signature drafts of the -1- LGH\1240igh.mem PORTLAND cc \ Th Shan SEATTLE ee xc: S-D. ATERWYNNEur Agreement to Support Refunding will be delivered to each party for signature next week. We will compile the signed copies and provide them to AEA and the Underwriters on January 13. Included as exhibits to the Forward Purchase Agreement are two certificates (Exhibits A-2 and D) which each Power Purchaser will be obligated to furnish prior to closing on April 13, 1999 and the opinion (Exhibit E) that Ater Wynne LLP will provide at that time. If you have not received copies of the attachments by Monday morning January 4, please call me at 503-226-8623. | am enclosing our current list of E-mail addresses for your reference. If the address is wrong, please let me know as soon as possible. If the Resolution is approved on January 5, please sign one copy and return it to Ron Saxton at Ater Wynne as soon as possible for compilation as part of the financing transcript. Note that we have included a signature block for HEA and MEA as well as AEG&T. If you have any questions, call Ron Saxton or me on January 4. Attachments Bradley PMC Members David Calvert, Seward Wayne Carmony, MEA Gene Bjornstad, CEA Norman L. Story, HEA & AEG&T Michael P. Kelly, GVEA Meera Kohler, ML&P Dennis McCrohan, AEA cc: (w/attachments - via Federal Express) Keith Laufer, AEA Joe Griffith, CEA Don Edwards, CEA Rick Baldwin, HEA Steve Ellis, MEA Nancy Neraas, ML&P Lew Greenbaum, Katten Muchin Jim Seagraves, Seagraves & Hein John Moore, Prudential Securities Jeff Brown, Goldman Sachs: -2- LGH\1240igh.mem ATERWYNNEur bec: w/attachments Ron Saxton Doug Goe Val Fisher Heather Van Meter -3- LGH\1240igh.mem 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 a certain maturity of the callable portions of the First Series Bonds (the "Refunded First 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 Page 1 - APPROVING RESOLUTION 12/30/98 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, Prudential Securities Incorporated and Goldman, Sachs & Co. (the "Underwriters") have proposed to enter into a Forward Delivery Bond Purchase Agreement (the "Forward Delivery Agreement") with the Authority to be dated January 5; 1998, under which, among other things, subject to the terms, conditions, representations, warranties and agreements contained in the Forward Delivery Agreement, the Underwriters agree to purchase from the Authority on a forward basis all of the Authority’s Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project) (the "Fifth Series Bonds or Refunding Bonds"), to be issued on or about April 13, 1999; 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 Underwriters, (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 Underwriters 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 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 LGH\BL.res Page 2 - APPROVING RESOLUTION 12/30/98 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 Underwriters, 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. 1998-03 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; NOW, THEREFORE, IT IS RESOLVED BY THE COMMITTEE ON BEHALF OF THE POWER PURCHASERS as follows: i The Financing Documents and the distribution of the Preliminary Official Statement for the Refunding Bonds 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. 2: 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 Underwriters under Section 4 thereof, pursuant to the Authority’s Resolution No. 1998-00, 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. LGH\BL.res Page 3 - APPROVING RESOLUTION 12/30/98 35 The Committee hereby determines that the Forward Delivery Agreement will provide for the payment of certain compensation to the Underwriters 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; provided, that the Net Present Value Savings exceeds $ , the savings as a percentage of refunded bonds exceeds __%, and the Underwriters’ Compensation not exceed $7.85 per $1000 of the amount of Bonds to be issued each as calculated by the Prudential Securities, Incorporated and the RUG financial advisor, Seagraves & Hein, LLC and Seagraves and Hein has approved the amount of Net Present Value Savings as being consistent with current market conditions. 3: 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 Underwriters 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. 6. Ater Wynne 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. LGH\BL.res Page 4 - APPROVING RESOLUTION 12/30/98 Up 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 5th day of January, 1999. CHUGACH ELECTRIC ASSOCIATION, INC. By: Name: Title: MUNICIPALITY OF ANCHORAGE MUNICIPAL LIGHT & POWER By: Name: Title: ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. (acting on behalf of Homer Electric Association, Inc., and Matanuska Electric Association, Inc.) By: Name: Title: Manager, AEG&T Page 5 - APPROVING RESOLUTION PERCENTAGE SHARE OF CAPACITY AND ANNUAL COSTS UNDER POWER SALES AGREEMENT 30.4% 25.9% 25.8% (Homer - 12.0% Matanuska - 13.8%) LGH\BL.res 12/30/98 By: Name: Title: Manager, Homer By: Name: Title: Manager, Matanuska GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. By: Name: Title: CITY OF SEWARD dba SEWARD ELECTRIC SYSTEM By: Name: Title: ALASKA ENERGY AUTHORITY By: Name: Title: Page 6 - APPROVING RESOLUTION 16.9% 1.0% LGH\BL.res 12/30/98 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 a certain maturity of the callable portions of the First Series Bonds (the "Refunded First 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 Page 1 - APPROVING RESOLUTION 12/30/98 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, Prudential Securities Incorporated and Goldman, Sachs & Co. (the "Underwriters") have proposed to enter into a Forward Delivery Bond Purchase Agreement (the "Forward Delivery Agreement") with the Authority to be dated January 5; 1998, under which, among other things, subject to the terms, conditions, representations, warranties and agreements contained in the Forward Delivery Agreement, the Underwriters agree to purchase from the Authority on a forward basis all of the Authority’s Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project) (the "Fifth Series Bonds or Refunding Bonds"), to be issued on or about April 13, 1999; 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 Underwriters, (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 Underwriters 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 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 LGH\BL.res Page 2 - APPROVING RESOLUTION 12/30/98 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 Underwriters, 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. 1998-03 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; NOW, THEREFORE, IT IS RESOLVED BY THE COMMITTEE ON BEHALF OF THE POWER PURCHASERS as follows: 1. The Financing Documents and the distribution of the Preliminary Official Statement for the Refunding Bonds 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. 2. 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 Underwriters under Section 4 thereof, pursuant to the Authority’s Resolution No. 1998-00, 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. LGH\BL.res Page 3 - APPROVING RESOLUTION 12/30/98 35 The Committee hereby determines that the Forward Delivery Agreement will provide for the payment of certain compensation to the Underwriters 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; provided, that the Net Present Value Savings exceeds $ , the savings as a percentage of refunded bonds exceeds ___%, and the Underwriters’ Compensation not exceed $7.85 per $1000 of the amount of Bonds to be issued each as calculated by the Prudential Securities, Incorporated and the RUG financial advisor, Seagraves & Hein, LLC and Seagraves and Hein has approved the amount of Net Present Value Savings as being consistent with current market conditions. 5 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 Underwriters 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. 6. Ater Wynne 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. LGH\BL.res Page 4 - APPROVING RESOLUTION 12/30/98 ike 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 5th day of January, 1999. CHUGACH ELECTRIC ASSOCIATION, INC. By: Name: Title: MUNICIPALITY OF ANCHORAGE MUNICIPAL LIGHT & POWER By: Name: Title: ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. (acting on behalf of Homer Electric Association, Inc., and Matanuska Electric Association, Inc.) By: Name: Title: Manager, AEG&T Page 5 - APPROVING RESOLUTION PERCENTAGE SHARE OF CAPACITY AND ANNUAL COSTS UNDER POWER SALES AGREEMENT 30.4% 25.9% 25.8% (Homer - 12.0% Matanuska - 13.8%) LGH\BL.res 12/30/98 By: Name: Title: Manager, Homer By: Name: Title: Manager, Matanuska GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. By: Name: Title: CITY OF SEWARD dba SEWARD ELECTRIC SYSTEM By: Name: Title: ALASKA ENERGY AUTHORITY By: Name: Title: Page 6 - APPROVING RESOLUTION 16.9% 1.0% LGH\BL.res 12/30/98 ALASKA ENERGY AUTHORITY RESOLUTION NO. 1998-03 A SUPPLEMENTAL RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF POWER REVENUE REFUNDING BONDS, FIFTH SERIES (BRADLEY LAKE HYDROELECTRIC PROJECT), IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $32,000,000 AND DETERMINING RELATED MATTERS BE IT RESOLVED by the Board of Directors of the Alaska Energy Authority on the 16th day of December 1998, that pursuant to the Power Revenue Bond Resolution adopted on September 7, 1989 (hereinafter referred to as the "Resolution"), this Supplemental Resolution is adopted as follows: ARTICLE | Definitions and Authority Section 101 - Short Title. This Resolution may hereafter be cited by the Authority, and is hereinafter sometimes referred to, as the “Fourth Supplemental Resolution.” Section 102 - Definitions. (A). All defined terms contained in the Resolution shall have the same meanings, respectively, in this Fourth Supplemental Resolution as such defined terms are given in Section 102 of the Resolution. (B) In addition, as used in this Fourth Supplemental Resolution, unless the context shall otherwise require, the following terms shall have the following respective meanings: “Beneficial Owner’ means the person in whose name a Bond is recorded as the beneficial owner of such Bond by the respective systems of DTC and the DTC Participants or the registered owner of the Bond if the Bond is not then held in-book-entry form under Section 203. “Bonds” means the Fifth Series Bonds. “Continuing Disclosure Agreement” means the Continuing Disclosure Agreement executed by the Authority and dated the date of the Closing, as such term is defined in the Forward Delivery Agreement, and relating to the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. “DTC” means The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York, and its successors and assigns. “DTC Participant”-means a trust company, bank, broker, dealer, clearing corporation and any other organization that is a participant of DTC. “Fifth Series Bonds” means the Bonds of the Authority authorized by this Fourth Supplemental Resolution and herein designated "Power Revenue Refunding Bonds, Fifth Series." Se “First Series Bonds” means the Authority's Power Revenue Bonds, First Series (Bradley Lake Hydroelectric Project) issued in the initial aggregate principal amount of $105,001,142. “First Series Refunded Bonds” means the First Series Bonds maturing on July 1, 2021, or such portion thereof as the Executive Director may select in the Forward Delivery Agreement. “Eirst Supplemental Resolution” means the Supplemental Resolution of the Authority adopted under the terms of the Resolution on September 7, 1989. “Eorward Delivery Agreement” means the Forward Delivery Bond Purchase Agreement described in Section 301 hereof. “Letter of Representations” means the Blanket Issuer Letter of Representations dated October 24, 1997, from the Authority to DTC. “Settlement Date” means April 13, 1999, or such other date or dates as may be established for the issuance of the Fifth Series Bonds pursuant to the terms of the Forward Delivery Agreement. “Underwriters” means Prudential Securities Incorporated representing itself and other underwriters which may be included in the Forward Purchase Agreement. Section 103 - Authority for this Resolution. This Fourth Supplemental Resolution is adopted pursuant to the provisions of the Act and the Resolution. ARTICLE II Authorization, Terms and Issuance Section 201 - Authorization, Principal Amount, Description and Series. (A) In order to provide funds necessary for the purposes specified in Section 205 of the Resolution, in accordance with and subject to the terms, conditions and limitations established herein and in the Resolution, a Series of Power Revenue Bonds is hereby authorized to be issued in an aggregate principal amount to be determined in accordance with Section 301 hereof. The Authority is of the opinion and hereby determines that the issuance of the Bonds in said amount is necessary to provide sufficient funds to be used and expended for the purposes specified in Section 202 of the Resolution. The Bonds of such Series shall be designated and entitled "Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project)." (B) The Authority hereby finds and determines that the establishment in the Resolution of the Capital Reserve Fund will enhance the marketability of the Bonds. Section 202 - Purposes; Redemption Accounts. (A) The purpose for which the Bonds are being issued is to refund the outstanding First Series Refunded Bonds. : - (B) There is hereby established within the Construction Fund the First Series (2021 _ Maturity) Redemption Account. The Trustee shall deposit proceeds of the Bonds, together with other amounts held in other Funds or any accounts therein as directed by the Authority, AEA/Power Revenue Refunding Bonds, Fifth Series Resolution No, 1998-03 H\ALLIBJPIBOARDIRESOLUTN1998-03 Bradley doc Page 2 into the First Series (2021 Maturity) Redemption Account and shall hold such proceeds and such other amounts in such account for the defeasance of the First Series Refunded Bonds in accordance with Paragraph 2 of Section 1201 of the Resolution; provided, however, that the Executive Director may instruct the Trustee to hold a portion of such proceeds or such other amounts for payment of Costs of Issuance, and the Trustee shall apply such proceeds or such other amounts to pay such costs as instructed by an Authorized Officer. On July 1, 1999, or as soon thereafter as possible, the Trustee shall apply the amounts then held in the First Series (2021 Maturity) Redemption Account to the redemption of the First Series Refunded Bonds in accordance with Section 206 of the First Supplemental Resolution. If any amounts remain in the First Series (2021 Maturity) Redemption Account after the redemption of the First Series Refunded Bonds, the Trustee shall treat such remaining amount as Revenues and shall forthwith transfer such Revenues to the Revenue Fund. Section 203 - Issue Date and Form; Book-Entry. (A) The Bonds shall be dated April 1, 1999, or such other date as the Executive Director may select. (B) Subject to (E) of this Section, the Bonds shall be registered initially in the name of “Cede & Co.,” as nominee of DTC, and shall be issued initially in the form of a single Bond for each maturity in the amount of such maturity. Registered ownership of the Bonds, or any portions thereof, may not thereafter be transferred except (i) to any successor of DTC or its nominee, provided that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any substitute depository's successor; or (iii) to any person as provided in paragraph (E) below. (C) Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or a determination by the Authority that it is no longer in the best interest of Beneficial Owners to continue the system of book-entry transfers through DTC or its successors (or any substitute depository or its successor), the Authority may appoint a substitute depository. Any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it. (D) In the case of any transfer pursuant to clause (i) or (ii) of paragraph (B) above, the Trustee shall, upon receipt of all Outstanding Bonds, together with a written request of an Authorized Officer and a supply of new Bonds, authenticate a single new Bond for each maturity of Bonds then Outstanding, registered in the name of such successor or such substitute depository, or its nominee, as the case may be, all as specified in such written request. (E) In the event that (i) DTC or its successor (or substitute depository or its successor) is not available to function as depository for the Bonds or resigns from its functions as depository, and no substitute depository can be obtained, or (ii) the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bond certificates, the Bonds may be issued, or ownership of Bonds may then be transferred, to any person or entity as provided in the Resolution, and the Bonds shall not, or shall no longer, be held in book- entry form. An Authorized Officer shall deliver a written request to the Trustee to issue Bonds as provided in the Resolution in any authorized denomination, together with a supply of definitive Bonds. Upon receipt of all then Outstanding Bonds by the Trustee, together with a written request of an Authorized Officer to the Trustee, new Bonds shall be issued and authenticated in such denominations and registered in the names of such persons as are AEA/Power Revenue Refunding Bonds, Fifth Series Resolution No. 1998-03 H \ALLIBJFIBOARDIRESOLUTN1998-03 Bradley doc Page 3 requested in such written request. (F) For so long as the Bonds are held in book-entry form under this Section, the Authority and the Trustee may treat DTC (or its nominee) as the sole and exclusive registered owner of the Bonds registered in its name for the purposes of payment of principal or Redemption Price of and interest on such Bonds, selecting such Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders under the Resolution, registering the transfer of such Bonds and obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever; and neither the Authority nor the Trustee shall be affected by any notice to the contrary. Neither the Authority nor the Trustee shall have any responsibility or obligation to any DTC Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any DTC Participant, or any other person not shown on the registration books of the Trustee as being a registered owner with respect to the accuracy of any records maintained by DTC or any DTC Participant, the payment by DTC or any DTC Participant of any amount in respect of the principal or Redemption Price of or interest on the Bonds, any notice which is permitted or required to be given to Bondholders under the Resolution, the selection by DTC or any DTC Participant of any person to receive payment in the event of a partial redemption of the Bonds, or any consent given or other action taken by DTC as Bondholder. The Trustee shall pay from monies available under the Resolution all principal and Redemption Price of and interest on Bonds only to or upon the order of DTC, and all such payments shall .be valid and effective to fully satisfy and discharge the Authority's obligations with respect to the principal or Redemption Price of and interest on the Bonds to the extent of the sum or sums so paid. Section 204 - Places and Manner of Payment. For so long as all Outstanding Bonds are registered in the name of Cede & Co. or its registered assigns, payment of principal and interest thereon shall be made as provided in the Letter of Representations and the operational arrangements referred to therein as amended from time to time. In the event that the Bonds are no longer registered in the name of Cede & Co. or its registered assigns, (i) payment of interest on the Bonds will be made by check or draft mailed by first class mail to the registered owner at the address appearing on the bond register of the Authority kept at the corporate trust office of the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of Bonds received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by such registered owner; and (ii) principal of the Bonds will be payable at the corporate trust office of the Trustee upon surrender of the Bonds representing such principal. Both principal of and interest on the Bonds are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Section 205 - Maturities and Interest Rates. The Bonds shall be issued in denominations of $5,000 or any integral multiple thereof, shall mature on July 1 in the years and principal amounts, and shall bear interest at the rates all as determined by the Executive Director pursuant to Section 301 hereof. Section 206 - Numbers and Letters. Bonds shall be numbered and lettered in such manner as an Authorized Officer of the Authority shall determine prior to delivery thereof. AEA/Power Revenue Refunding Bonds, Fifth Series Resolution No. 1998-03 H \ALLIBJABOARDIRESOLUTN1998.03 Bradley doc Page 4 Section 207 - Redemption. The Bonds shall be subject to redemption (including redemption by application of sinking fund payments) as determined by the Executive Director pursuant to Section 301 hereof. Section 208 - No Redemption of Bonds from Construction Fund Moneys. The Bonds shall not be subject to redemption pursuant to subsection 503(8) of the Resolution. ARTICLE III Sale and Delivery of Bonds Section 301 - Sale of Bonds. (A) The Executive Director is hereby authorized to sell the Bonds pursuant to a Forward Delivery Bond Purchase Agreement between the Underwriters and the Authority. The executed Forward Delivery Agreement shall be in substantially the same form and content as the draft Forward Delivery Agreement presented to and made a part of the records of this meeting. The form and content of the Forward Delivery Agreement be, and the same hereby is, in all respects authorized, approved and confirmed, and the Chairman or Vice Chairman or the Executive Director be, and each of them hereby is, authorized, empowered and directed to execute and deliver the Forward Delivery Agreement for and on behalf of the Authority to the Underwriters for the sale of the Bonds substantially in the form and content presented to and made a part of the records of this meeting, but with such changes, modifications, additions, and deletions therein as shall to them seem necessary, desirable or appropriate, the execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions or deletions thereto from the form, and after the execution and delivery of the Forward Delivery Agreement, the Chairman, Vice Chairman and the Executive Director are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Forward Delivery Agreement as executed; provided, however, that notwithstanding the foregoing neither the Chairman, Vice Chairman, nor Executive Director are authorized, empowered, or directed to execute or deliver the Forward Delivery Agreement until the Project Management Committee for the Project shall have approved the final terms of the Forward Delivery Agreement and shall have requested the Authority to execute and deliver the Forward Delivery Agreement. (B) In connection with the final preparation and execution of the Forward Delivery Agreement, in addition to the powers granted to the Executive Director in (A) of this Section, there is hereby delegated to the Executive Director the following powers: (i) to fix (a) the aggregate principal amount of the Bonds (provided that the aggregate principal amount of the Bonds shall not exceed $32,000,000), (b) the maturity schedule and interest rates applicable to each maturity of the Bonds (provided that the true interest cost of the Bonds shall not exceed 6.0%), and (c) the redemption and sinking fund provisions applicable to the Bonds (including the methodology for crediting sinking fund payments in the event of a redemption of the Bonds in part other than by application of sinking fund payments) and (ii) to determine whether any of the Bonds shall be covered by bond insurance and, if so, to select the bond insurance company and enter into such agreements with auth bond insurance company as may be necessary to provide such bond insurance. Section 302 - Approval of Official Statement; Continuing Disclosure. (A) The distribution of the Preliminary Official Statement of the Authority in the form presented to and made a part of the records of this meeting is approved. The distribution of a final Official AEA/Power Revenue Refunding Bonds, Fifth Series Resolution No. 1998-03 H \ALLIBJPIBOARDIRESOLUTN1998.03 Bradley doc Page 5 Statement, which is in substantially the form and content of the draft Official Statement, and the use thereof by the Underwriters in connection with the offering of the Bonds, is hereby ratified, confirmed and approved. There is hereby delegated to the Executive Director the power to deem the Official Statement, or any draft thereof which he: considers appropriate, final on behalf of the Authority for purposes of Securities and Exchange Commission Rule 15¢2-12(b)(1). (B) The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement as the Continuing Disclosure Agreement may be completed and attached as an Exhibit to the final Official Statement. Notwithstanding any other provision of the Fourth Supplemental Resolution, failure of the Authority to comply with the Continuing Disclosure Agreement shall not be considered a default of the Authority's obligations under this Fourth Supplemental Resolution, the Resolution or the Bonds; however, the Beneficial Owner of any Bond may bring an action for specific performance, to cause the Authority to comply with its obligations under this Section. Section 303 - Investment Agreements. The Chairman or Vice Chairman or the Executive Director be, and each of them hereby is, authorized and empowered to execute and deliver appropriate investment agreements with financial institutions providing for investment of proceeds of the Bonds and amounts to be transferred from other funds of the Authority to secure the Bonds in such form and on such terms and conditions as they deem appropriate. Section 304 - Delivery of Bonds. The Chairman, Vice Chairman, Executive Director and such other person or persons as may be designated by the Executive Director are specifically designated as Authorized Officers as defined in the Resolution, and they hereby are severally authorized, after execution of the Bonds, to deliver the Bonds to the Trustee for authentication under the Resolution and, upon authentication and upon receipt of the balance of the purchase price of the Bonds, to deliver to the Trustee a written order in the name of the Authority directing the Trustee to deliver the Bonds to or upon the order of the Underwriters and to receive the proceeds of sale of the Bonds and give a written receipt therefor on behalf of the Authority, to apply said proceeds and the other moneys required to be transferred or deposited in accordance with the terms of the Resolution and this Fourth Supplemental Resolution and in such manner as is required to cause the conditions precedent to the issuance of the Bonds to be complied with, and to do and perform or cause to be done and performed, for and on behalf of the Authority, all acts and things that constitute conditions precedent to the authentication and delivery of the Bonds or that are otherwise required or convenient to be done and performed by or on behalf of the Authority prior to or simultaneously with the delivery of the Bonds. Such Authorized Officers are hereby severally authorized for and on behalf of the Authority to do or cause to be done all acts and things required or desirable to be done by the Authority under and pursuant to the terms of the Resolution and in accordance with the terms and conditions of the Forward Delivery Agreement. ARTICLE IV Paying Agent Section 401. U.S. Bank Trust National Association is appointed Paying Agent for the Bonds pursuant to Section 902 of the Resolution. AEAPower Revenue Refunding Bonds, Fifth Series Resolution No. 1998-03 H \ALLIBJFIBOARDIRESOLUTN1998-03 Bradiey doc Page 6 ARTICLE V Effective Date Section 501. This Resolution shall take effect immediately. Supplemental Resolution approved and adopted by the Alaska Energy Authority on December 16, 1998. ALASKA ENERGY AUTHORITY Wile [bv Chairman [SEAL] ATTEST: vate Secretary AEA/Power Revenue Refunding Bonds, Fifth Series Resolution No. 1998-03 H \ALLIBJABOARDIRESOLUTN1998-03 Bradley doc Page 7 Alaska Energy Authority Power Revenue Refunding Bonds (Fifth Series) (Bradley Lake Hydroelectric Project) Distribution List as of November 13, 1998 ISSUER ALASKA ENERGY AUTHORITY 480 West Tudor Road Anchorage, Alaska 99503 Fax: (907) 269-3044 Valorie Walker Phone: (907) 269-3011 Deputy Director - Finance Email: vwalker@aidea.alaska.net Keith Laufer Phone: (907) 269-3000 Financial and Legal Affairs Manager Email: klaufer@aidea.alaska.net ISSUER’S BOND COUNSEL WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT 900 West Fifth Avenue, Suite 600 Phone: (907) 276-6401 Anchorage, Alaska 99501 Fax: (907) 276-5093 Email: wajb@alaska.net Ken Vassar, Esq. Cynthia Cartledge, Esq. COUNSEL TO RAILBELT UTILITY GROUP ATER WYNNE LLP 222 SW Columbia, Suite 1800 Phone: (503) 226-1191 Portland, Oregon 97201-6618 Fax: (503) 226-0079 Ron Saxton, Esq. Email: RLS@aterwynne.com Larry Hittle, Esq. Email: LGH@aterwynne.com @ Prudential 1 Securities POWER PURCHASERS CHUGACH ELECTRIC ASSOCIATION, INC. 5601 Minnesota Drive Anchorage, Alaska 99518 Fax: (907) 762-4514 Joe Gnffith Phone: (907) 762-4740 Ss s Executive Manager Email: joe. — Ge ffith G Chuqaene lectric .com Finance and Energy Supply COUNSEL TO CHUGACH FINANCIAL ADVISOR TO CHUGACH SEAGRAVES & HEIN, LLC 1000 Second Avenue, Suite 1560 Phone: (206) 386-8975 Seattle, Washington 98104 Fax: (206) 386-8979 Jim Seagraves Email: cahein@compuserve.com Partner SENIOR MANAGER PRUDENTIAL SECURITIES INCORPORATED 1201 Third Avenue, Suite 5350 Seattle, Washington 98101 Fax: (206) 340-4076 John C. Moore Phone: (206) 340-4072 Managing Director Email: John_Moore@prusec.com Nancy Rohman Watkins Phone: (206) 340-4073 Director Email: Nancy_Watkins@ccmail.prusec.com CO-MANAGER GOLDMAN, SACHS & CO. 555 California Street, 45" Floor Phone: (415) 393-7755 San Francisco, California 94104 Fax: (415) 393-7653 Paul Bloom Phone: (415) 393-7765 eee Vice President Email: paul.bloom@gs.co e Prudential 2 Securities CO-MANAGER (continued) 4612 142 Place SE Phone: (425) 649-8923 Bellevue, Washington Fax: +(425) 649-9233 Jeffrey D. Brown Cell Phone: (206) 954-3050 Vice President Email: jeff.brown@gs.com UNDERWRITERS’ COUNSEL KATTEN MUCHIN & ZAVIS 525 West Monroe Street, Suite 1600 Chicago, Illinois 60661-3693 Lewis Greenbaum, Esq. Phone: (312) 902-5418 Fax: (312) 577-8960 Email: lgreenba@kmz.com eer ar ANCHORAGE MUNICIPAL LIGHT & POWER ™ ae le COUNSEL TO ANCHORAGE MUNICIPAL LIGHT & POWER Naney Meraas Mile. ke ily nm pkellyS GVEF- Com Larry Mittle LoHGater wyane-toy Yon Sat on ALS @ ater wynne- Con] Norm Stor GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. COUNSEL TO GOLDEN VALLEY HOMER ELECTRIC ASSOCIATION, INC. Riiix Batclwin COUNSEL TO HOMER ELECTRIC ASSOCIATION, INC. }ya \d win G po boy-alaska. net Wayne Carmony MATANUSKA ELECTRIC ASSOCIATION, INC. Steve Ells COUNSEL TO MATANUSKA ELECTRIC ASSOCIATIONINC = pp G cle lane qui les. é (> Prudential —_— oe 3 Securities SEWARD ELECTRIC SYSTEM COUNSEL TO SEWARD ELECTRIC SYSTEM TRUSTEE AND ESCROW AGENT U.S. BANK TRUST NATIONAL ASSOCIATION Two Union Square, Suite 2120 Seattle, Washington 98101 Fax: (206) 461-4174 Diana M. Woodard Phone: (206) 461-4145 Vice President ISSUER’S AUDITOR KPMG PEAT MARWICK 601 West Fifth Avenue, Suite 700 Anchorage, Alaska 99501-2258 Fax: (907) 274-4653 Kathleen Porterfield Phone: (907) 276-7401 Partner Email: 1211 SW Fifth Avenue, Suite 2000 Phone: (503) 221-6500 Portland, Oregon 97204 Fax: (503) 223-0162 Jim Lawrie (receives official statement only) ISSUER’S CPA VERIFICATION AGENT KPMG PEAT MARWICK 700 Louisiana, 27" Floor Houston, Texas 77210 OFFICIAL STATEMENT PRINTER (To Be Determined) ow Prudential 4 Securities JAN 27 799 11:43AM MATANUSKA ELECTRIC Matanuska Electric Association, Inc. P.O. Box 2929 Palmer, Alaska 99645-2929 Telephone: (907) 745-3231 Fax: (907) 745-9328 May 22, 1998 Mr. Dave Calvert, Chairman Intertie Participants Group Light and Power Division City of Seward Post Office Box 167 Seward, Alaska 99664 Dear Dave: Jim Hall, who served as MEA's alternate on the Bradley Lake Project Management Committee, retired recently. As to his replacement, | have named two alternates. Robert W. C. Mau, Director of Engineering, will serve as MEA's first alternate, and Raymond C. Morgan, Operations Engineer, will serve as second alternate. | will continue as MEA's primary designee. Sincerely, Lane Commer Wayne D. Carmony General Manager tg) GENADAR: q"grnurage0s20ipg dos AF B pey OYM ‘uarly uROf Aq ‘( MYSTERY LOVER'S CHLERDAR the new ve In what mystery does the heiress to a fabulous perfume formula get eaten by Cornish slugs? [5)e C > te E | p Cc | my Suite 1800 DY Py )) 222 S.W. Columbia _ATERWYNNEuw? LM 21 1998 Portland, OR 97201-6618 ATTORNEYS AT LAW 503-226-1191 Alaska Industrial Development Fax 503-226-0079 and Export Authority VIA FEDERAL EXPRESS MEMORANDUM TO: Bradley PMC Members FROM: Larry Hittle DATE: December 30, 1998 RE: Proposed Approving Resolution to be Considered and Voted Upon During January 5, 1999 BPMC Meeting The attached Approving Resolution of the Bradley Lake PMC (two copies enclosed) is the resolution each of the parties to the Bradley Lake Hydroelectric Project Power Sales Agreement will be asked to consider and vote upon during the BPMC teleconference meeting scheduled for January 5, 1999. Also enclosed is the Resolution 1998-03 that was passed by the AEA Board on December 16. Note that Section 4 of the BPMC Resolution contains two blank spaces. These amounts will be determined prior to the call and provided to you during the BPMC meeting on January 5. You will receive the updated versions of the remaining four attachments to the BPMC Resolution (Preliminary Official Statement, Forward Delivery Agreement, Continuing Disclosure Undertaking, Agreement to Support Refunding) on December 31. Lew Greenbaum plans to E-mail them to those capable of receiving E-mail by Thursday mid-day. Others will be provided copies by messenger. Note that the Preliminary Official Statement will be published after it is approved by the BPMC on January 5. On January 13, the Forward Purchase Agreement and the Continuing Disclosure Agreement will be signed by the Underwriters and AEA with approval by the BPMC Chairman. We will also provide a signed and dated Agreement to Support Refunding at that time. Signature drafts of the -1- LGH\1240igh.mem Porriaws 2. eo ca, Se cA ot, Le > ATERWYNNEuwr Agreement to Support Refunding will be delivered to each party for signature next week. We will compile the signed copies and provide them to AEA and the Underwriters on January 13. Included as exhibits to the Forward Purchase Agreement are two certificates (Exhibits A-2 and D) which each Power Purchaser will be obligated to furnish prior to closing on April 13, 1999 and the opinion (Exhibit E) that Ater Wynne LLP will provide at that time. If you have not received copies of the attachments by Monday morning January 4, please call me at 503-226-8623. | am enclosing our current list of E-mail addresses for your reference. If the address is wrong, please let me know as soon as possible. If the Resolution is approved on January 5, please sign one copy and return it to Ron Saxton at Ater Wynne as soon as possible for compilation as part of the financing transcript. Note that we have included a signature block for HEA and MEA as well as AEG&T. If you have any questions, call Ron Saxton or me on January 4. Attachments Bradley PMC Members David Calvert, Seward Wayne Carmony, MEA Gene Bjornstad, CEA Norman L. Story, HEA & AEG&T Michael P. Kelly, GVEA Meera Kohler, ML&P Dennis McCrohan, AEA cc: (w/attachments - via Federal Express) Keith Laufer, AEA Joe Griffith, CEA Don Edwards, CEA Rick Baldwin, HEA Steve Ellis, MEA Nancy Neraas, ML&P Lew Greenbaum, Katten Muchin Jim Seagraves, Seagraves & Hein John Moore, Prudential Securities Jeff Brown, Goldman Sachs -2- LGH\1240igh.mem ATERWYNNEuwr bec: w/attachments Ron Saxton Doug Goe Val Fisher Heather Van Meter -3- LGH\1240igh.mem 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 a certain maturity of the callable portions of the First Series Bonds (the "Refunded First 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 Page 1 - APPROVING RESOLUTION 12/30/98 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, Prudential Securities Incorporated and Goldman, Sachs & Co. (the "Underwriters") have proposed to enter into a Forward Delivery Bond Purchase Agreement (the "Forward Delivery Agreement") with the Authority to be dated January 5; 1998, under which, among other things, subject to the terms, conditions, representations, warranties and agreements contained in the Forward Delivery Agreement, the Underwriters agree to purchase from the Authority on a forward basis all of the Authority’s Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project) (the "Fifth Series Bonds or Refunding Bonds"), to be issued on or about April 13, 1999; 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 Underwriters, (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 Underwriters 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 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 LGH\BL.res Page 2 - APPROVING RESOLUTION 12/30/98 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 Underwriters, 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. 1998-03 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; NOW, THEREFORE, IT IS RESOLVED BY THE COMMITTEE ON BEHALF OF THE POWER PURCHASERS as follows: ie The Financing Documents and the distribution of the Preliminary Official Statement for the Refunding Bonds 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. me 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 Underwriters under Section 4 thereof, pursuant to the Authority’s Resolution No. 1998-00, 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. LGH\BL.res Page 3 - APPROVING RESOLUTION 12/30/98 3) The Committee hereby determines that the Forward Delivery Agreement will provide for the payment of certain compensation to the Underwriters 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; provided, that the Net Present Value Savings exceeds $. , the savings as a percentage of refunded bonds exceeds ___%, and the Underwriters’ Compensation not exceed $7.85 per $1000 of the amount of Bonds to be issued each as calculated by the Prudential Securities, Incorporated and the RUG financial advisor, Seagraves & Hein, LLC and Seagraves and Hein has approved the amount of Net Present Value Savings as being consistent with current market conditions. By 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 Underwriters 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. 6. Ater Wynne 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. LGH\BL.res Page 4 - APPROVING RESOLUTION 12/30/98, i, 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 Sth day of January, 1999. CHUGACH ELECTRIC ASSOCIATION, INC. By: Name: Title: MUNICIPALITY OF ANCHORAGE MUNICIPAL LIGHT & POWER By: Name: Title: ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. (acting on behalf of Homer Electric Association, Inc., and Matanuska Electric Association, Inc.) By: Name: Title: Manager, AEG&T Page 5 - APPROVING RESOLUTION PERCENTAGE SHARE OF CAPACITY AND ANNUAL COSTS UNDER POWER SALES AGREEMENT 30.4% 25.9% 25.8% (Homer - 12.0% Matanuska - 13.8%) LGH\BL.res 12/30/98 By: Name: Title: Manager, Homer By: Name: Title: Manager, Matanuska GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. By: Name: Title: CITY OF SEWARD dba SEWARD ELECTRIC SYSTEM By: Name: Title: ALASKA ENERGY AUTHORITY By: Name: Title: Page 6 - APPROVING RESOLUTION 16.9% 1.0% LGH\BL.res 12/30/98 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 a certain maturity of the callable portions of the First Series Bonds (the "Refunded First 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 Page 1 - APPROVING RESOLUTION 12/30/98 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, Prudential Securities Incorporated and Goldman, Sachs & Co. (the "Underwriters") have proposed to enter into a Forward Delivery Bond Purchase Agreement (the "Forward Delivery Agreement") with the Authority to be dated January 5; 1998, under which, among other things, subject to the terms, conditions, representations, warranties and agreements contained in the Forward Delivery Agreement, the Underwriters agree to purchase from the Authority on a forward basis all of the Authority’s Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project) (the "Fifth Series Bonds or Refunding Bonds"), to be issued on or about April 13, 1999; 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 Underwriters, (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 tule 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 Underwriters 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 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 LGH\BL.res Page 2 - APPROVING RESOLUTION 12/30/98 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 Underwriters, 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. 1998-03 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; NOW, THEREFORE, IT IS RESOLVED BY THE COMMITTEE ON BEHALF OF THE POWER PURCHASERS as follows: 1. The Financing Documents and the distribution of the Preliminary Official Statement for the Refunding Bonds 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. 2. 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 Underwriters under Section 4 thereof, pursuant to the Authority’s Resolution No. 1998-00, 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. LGH\BL.res Page 3 - APPROVING RESOLUTION 12/30/98 33 The Committee hereby determines that the Forward Delivery Agreement will provide for the payment of certain compensation to the Underwriters 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; provided, that the Net Present Value Savings exceeds $ , the savings as a percentage of refunded bonds exceeds ___%, and the Underwriters’ Compensation not exceed $7.85 per $1000 of the amount of Bonds to be issued each as calculated by the Prudential Securities, Incorporated and the RUG financial advisor, Seagraves & Hein, LLC and Seagraves and Hein has approved the amount of Net Present Value Savings as being consistent with current market conditions. ‘5. 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 Underwriters 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. 6. Ater Wynne 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. LGH\BL.res Page 4 - APPROVING RESOLUTION 12/30/98 7: 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 Sth day of January, 1999. CHUGACH ELECTRIC ASSOCIATION, INC. By: Name: Title: MUNICIPALITY OF ANCHORAGE MUNICIPAL LIGHT & POWER By: Name: Title: ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. (acting on behalf of Homer Electric Association, Inc., and Matanuska Electric Association, Inc.) By: Name: Title: Manager, AEG&T Page 5 - APPROVING RESOLUTION PERCENTAGE SHARE OF CAPACITY AND ANNUAL COSTS UNDER POWER SALES AGREEMENT 30.4% 25.9% 25.8% (Homer - 12.0% Matanuska - 13.8%) LGH\BL.res 12/30/98 By: Name: Title: Manager, Homer By: Name: Title: Manager, Matanuska GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. By: Name: Title: CITY OF SEWARD dba SEWARD ELECTRIC SYSTEM By: Name: Title: ALASKA ENERGY AUTHORITY By: Name: Title: Page 6 - APPROVING RESOLUTION 16.9% 1.0% LGH\BL.res 12/30/98 ALASKA ENERGY AUTHORITY RESOLUTION NO. 1998-03 A SUPPLEMENTAL RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF POWER REVENUE REFUNDING BONDS, FIFTH SERIES (BRADLEY LAKE HYDROELECTRIC PROJECT), IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $32,000,000 AND DETERMINING RELATED MATTERS BE IT RESOLVED by the Board of Directors of the Alaska Energy Authority on the 16th day of December 1998, that pursuant to the Power Revenue Bond Resolution adopted on September 7, 1989 (hereinafter referred to as the "Resolution"), this Supplemental Resolution is adopted as follows: ARTICLE | Definitions and Authority Section 101 - Short Title. This Resolution may hereafter be cited by the Authority, and is hereinafter sometimes referred to, as the “Fourth Supplemental Resolution.” Section 102 - Definitions. (A). All defined terms contained in the Resolution shall have the same meanings, respectively, in this Fourth Supplemental Resolution as such defined terms are given in Section 102 of the Resolution. (B) In addition, as used in this Fourth Supplemental Resolution, unless the context shall otherwise require, the following terms shall have the following respective meanings: “Beneficial Owner’ means the person in whose name a Bond is recorded as the beneficial owner of such Bond by the respective systems of DTC and the DTC Participants or the registered owner of the Bond if the Bond is not then held in-book-entry form under Section 203. “Bonds” means the Fifth Series Bonds. “Continuing Disclosure Agreement” means the Continuing Disclosure Agreement executed by the Authority and dated the date of the Closing, as such term is defined in the Forward Delivery Agreement, and relating to the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. “DTC” means The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York, and its successors and assigns. “DTC Participant”-means: a trust company, bank, broker, dealer, clearing corporation and any other organization that is a participant of DTC. “Fifth Series Bonds” means the Bonds of the Authority authorized by this Fourth Supplemental Resolution and herein designated "Power Revenue Refunding Bonds, Fifth Series." bo Sng “First Series Bonds” means the Authority's Power Revenue Bonds, First Series (Bradley Lake Hydroelectric Project) issued in the initial aggregate principal amount of $105,001,142. “First Series Refunded Bonds” means the First Series Bonds maturing on July 1, 2021, or such portion thereof as the Executive Director may select in the Forward Delivery Agreement. “First Supplemental Resolution” means the Supplemental Resolution of the Authority adopted under the terms of the Resolution on September 7, 1989. “Eorward Delivery Agreement” means the Forward Delivery Bond Purchase Agreement described in Section 301 hereof. “Letter of Representations” means the Blanket Issuer Letter of Representations dated October 24, 1997, from the Authority to DTC. “Settlement Date” means April 13, 1999, or such other date or dates as may be established for the issuance of the Fifth Series Bonds pursuant to the terms of the Forward Delivery Agreement. “Underwriters” means Prudential Securities Incorporated representing itself and other underwriters which may be included in the Forward Purchase Agreement. Section 103 - Authority for this Resolution. This Fourth Supplemental Resolution is adopted pursuant to the provisions of the Act and the Resolution. ARTICLE II Authorization, Terms and Issuance Section 201 - Authorization, Principal Amount, Description and Series. (A) In order to provide funds necessary for the purposes specified in Section 205 of the Resolution, in accordance with and subject to the terms, conditions and limitations established herein and in the Resolution, a Series of Power Revenue Bonds is hereby authorized to be issued in an aggregate principal amount to be determined in accordance with Section 301 hereof. The Authority is of the opinion and hereby determines that the issuance of the Bonds in said amount is necessary to provide sufficient funds to be used and expended for the purposes specified in Section 202 of the Resolution. The Bonds of such Series shall be designated and entitled "Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project)." (B) The Authority hereby finds and determines that the establishment in the Resolution of the Capital Reserve Fund will enhance the marketability of the Bonds. Section 202 - Purposes; Redemption Accounts. (A) The purpose for which the Bonds are being issued is to refund the outstanding First Series Refunded Bonds. : (B) There is hereby established within the Construction Fund the First Series (2021 Maturity) Redemption Account. The Trustee shall deposit proceeds of the Bonds, together with other amounts held in other Funds or any accounts therein as directed by the Authority, AEA/Power Revenue Refunding Bonds, Fifth Series Resolution No. 1998-03 HAALLIBJFIBOARDIRESOLUTN1998-03 Bradley doc Page 2 into the First Series (2021 Maturity) Redemption Account and shall hold such proceeds and such other amounts in such account for the defeasance of the First Series Refunded Bonds in accordance with Paragraph 2 of Section 1201 of the Resolution; provided, however, that the Executive Director may instruct the Trustee to hold a portion of such proceeds or such other amounts for payment of Costs of Issuance, and the Trustee shall apply such proceeds or such other amounts to pay such costs as instructed by an Authorized Officer. On July 1, 1999, or as soon thereafter as possible, the Trustee shall apply the amounts then held in the First Series (2021 Maturity) Redemption Account to the redemption of the First Series Refunded Bonds in accordance with Section 206 of the First Supplemental Resolution. If any amounts remain in the First Series (2021 Maturity) Redemption Account after the redemption of the First Series Refunded Bonds, the Trustee shall treat such remaining amount as Revenues and shall forthwith transfer such Revenues to the Revenue Fund. Section 203 - Issue Date and Form; Book-Entry. (A) The Bonds shall be dated April 1, 1999, or such other date as the Executive Director may select. (B) Subject to (E) of this Section, the Bonds shall be registered initially in the name of “Cede & Co.,” as nominee of DTC, and shall be issued initially in the form of a single Bond for each maturity in the amount of such maturity. Registered ownership of the Bonds, or any portions thereof, may not thereafter be transferred except (i) to any successor of DTC or its nominee, provided that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any substitute depository's successor; or (iii) to any person as provided in paragraph (E) below. (C) Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or a determination by the Authority that it is no longer in the best interest of Beneficial Owners to continue the system of book-entry transfers through DTC or its successors (or any substitute depository or its successor), the Authority may appoint a substitute depository. Any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it. (D) In the case of any transfer pursuant to clause (i) or (ii) of paragraph (B) above, the Trustee shall, upon receipt of all Outstanding Bonds, together with a written request of an Authorized Officer and a supply of new Bonds, authenticate a single new Bond for each maturity of Bonds then Outstanding, registered in the name of such successor or such substitute depository, or its nominee, as the case may be, all as specified in such written request. (E) In the event that (i) DTC or its successor (or substitute depository or its successor) is not available to function as depository for the Bonds or resigns from its functions as depository, and no substitute depository can be obtained, or (ii) the Authority determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bond certificates, the Bonds may be issued, or ownership of Bonds may then be transferred, to any person or entity as provided in the Resolution, and the Bonds shall not, or shall no longer, be held in book- entry form. An Authorized Officer shall deliver a written request to the Trustee to issue Bonds as provided in the Resolution in any authorized denomination, together with a supply of definitive Bonds. Upon receipt of all then Outstanding Bonds by the Trustee, together with a written request of an Authorized Officer to the Trustee, new Bonds shall be issued and authenticated in such denominations and registered in the names of such persons as are AEAPower Revenue Refunding Bonds, Fifth Series Resolution No. 1998-03 H \ALLIBJFIBOARDIRESOLUTN1998-03 Bradley doc Page 3 requested in such written request. (F) For so long as the Bonds are held in book-entry form under this Section, the Authority and the Trustee may treat DTC (or its nominee) as the sole and exclusive registered owner of the Bonds registered in its name for the purposes of payment of principal or Redemption Price of and interest on such Bonds, selecting such Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders under the Resolution, registering the transfer of such Bonds and obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever; and neither the Authority nor the Trustee shall be affected by any notice to the contrary. Neither the Authority nor the Trustee shall have any responsibility or obligation to any DTC Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any DTC Participant, or any other person not shown on the registration books of the Trustee as being a registered owner with respect to the accuracy of any records maintained by DTC or any DTC Participant, the payment by DTC or any DTC Participant of any amount in respect of the principal or Redemption Price of or interest on the Bonds, any notice which is permitted or required to be given to Bondholders under the Resolution, the selection by DTC or any DTC Participant of any person to receive payment in the event of a partial redemption of the Bonds, or any consent given or other action taken by DTC as Bondholder. The Trustee shall pay from monies available under the Resolution all principal and Redemption Price of and interest on Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to the principal or Redemption Price of and interest on the Bonds to the extent of the sum or sums so paid. Section 204 - Places and Manner of Payment. For so long as all Outstanding Bonds are registered in the name of Cede & Co. or its registered assigns, payment of principal and interest thereon shall be made as provided in the Letter of Representations and the operational arrangements referred to therein as amended from time to time. In the event that the Bonds are no longer registered in the name of Cede & Co. or its registered assigns, (i) payment of interest on the Bonds will be made by check or draft mailed by first class mail to the registered owner at the address appearing on the bond register of the Authority kept at the corporate trust office of the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of Bonds received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by such registered owner; and (ii) principal of the Bonds will be payable at the corporate trust office of the Trustee upon surrender of the Bonds representing such principal. Both principal of and interest on the Bonds are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Section 205 - Maturities and Interest Rates. The Bonds shall be issued in denominations of $5,000 or any integral multiple thereof, shall mature on July 1 in the years and principal amounts, and shall bear interest at the rates all as determined by the Executive Director pursuant to Section 301 hereof. Section 206 - Numbers and Letters. Bonds shall be numbered and lettered in such manner as an Authorized Officer of the Authority shall determine prior to delivery thereof. AEA/Power Revenue Refunding Bonds, Fifth Series Resolution No. 1998-03 H \ALLIBJFIBOARDIRESOLUTI1998-03 Bradley doc Page 4 Section 207 - Redemption. The Bonds shall be subject to redemption (including redemption by application of sinking fund payments) as determined by the Executive Director pursuant to Section 301 hereof. Section 208 - No Redemption of Bonds from Construction Fund Moneys. The Bonds shall not be subject to redemption pursuant to subsection 503(8) of the Resolution. ARTICLE Ill Sale and Delivery of Bonds Section 301 - Sale of Bonds. (A) The Executive Director is hereby authorized to sell the Bonds pursuant to a Forward Delivery Bond Purchase Agreement between the Underwriters and the Authority. The executed Forward Delivery Agreement shall be in substantially the same form and content as the draft Forward Delivery Agreement presented to and made a part of the records of this meeting. The form and content of the Forward Delivery Agreement be, and the same hereby is, in all respects authorized, approved and confirmed, and the Chairman or Vice Chairman or the Executive Director be, and each of them hereby is, authorized, empowered and directed to execute and deliver the Forward Delivery Agreement for and on behalf of the Authority to the Underwriters for the sale of the Bonds substantially in the form and content presented to and made a part of the records of this meeting, but with such changes, modifications, additions, and deletions therein as shall to them seem necessary, desirable or appropriate, the execution thereof to constitute conclusive evidence of their approval of any and all changes, modifications, additions or deletions thereto from the form, and after the execution and delivery of the Forward Delivery Agreement, the Chairman, Vice Chairman and the Executive Director are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Forward Delivery Agreement as executed; provided, however, that notwithstanding the foregoing neither the Chairman, Vice Chairman, nor Executive Director are authorized, empowered, or directed to execute or deliver the Forward Delivery Agreement until the Project Management Committee for the Project shall have approved the final terms of the Forward Delivery Agreement and shall have requested the Authority to execute and deliver the Forward Delivery Agreement. (B) In connection with the final preparation and execution of the Forward Delivery Agreement, in addition to the powers granted to the Executive Director in (A) of this Section, there is hereby delegated to the Executive Director the following powers: (i) to fix (a) the aggregate principal amount of the Bonds (provided that the aggregate principal amount of the Bonds shall not exceed $32,000,000), (b) the maturity schedule and interest rates applicable to each maturity of the Bonds (provided that the true interest cost of the Bonds shall not exceed 6.0%), and (c) the redemption and sinking fund provisions applicable to the Bonds (including the methodology for crediting sinking fund payments in the event of a redemption of the Bonds in part other than by application of sinking fund payments) and (ii) to determine whether any of the Bonds shall be covered by bond insurance and, if so, to select the bond insurance company and enter into such agreements with act bond insurance company as may be necessary to provide such bond insurance. Section 302 - Approval of Official Statement; Continuing Disclosure. (A) The distribution of the Preliminary Official Statement of the Authority in the form presented to and made a part of the records of this meeting is approved. The distribution of a final Official AEA/Power Revenue Refunding Bonds, Fifth Series Resolution No. 1998-03 H \ALLIBJFIBOARDIRESOLUTIN1998.03 Bradley doc Page 5 Statement, which is in substantially the form and content of the draft Official Statement, and the use thereof by the Underwriters in connection with the offering of the Bonds, is hereby ratified, confirmed and approved. There is hereby delegated to the Executive Director the power to deem the Official Statement, or any draft thereof which he considers appropriate, final on behalf of the Authority for purposes of Securities and Exchange Commission Rule 15c2-12(b)(1). (B) The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement as the Continuing Disclosure Agreement may be completed and attached as an Exhibit to the final Official Statement. Notwithstanding any other provision of the Fourth Supplemental Resolution, failure of the Authority to comply with the Continuing Disclosure Agreement shall not be considered a default of the Authority's obligations under this Fourth Supplemental Resolution, the Resolution or the Bonds; however, the Beneficial Owner of any Bond may bring an action for specific performance, to cause the Authority to comply with its obligations under this Section. Section 303 - Investment Agreements. The Chairman or Vice Chairman or the Executive Director be, and each of them hereby is, authorized and empowered to execute and deliver appropriate investment agreements with financial institutions providing for investment of proceeds of the Bonds and amounts to be transferred from other funds of the Authority to secure the Bonds in such form and on such terms and conditions as they deem appropriate. Section 304 - Delivery of Bonds. The Chairman, Vice Chairman, Executive Director and such other person or persons as may be designated by the Executive Director are specifically designated as Authorized Officers as defined in the Resolution, and they hereby are severally authorized, after execution of the Bonds, to deliver the Bonds to the Trustee for authentication under the Resolution and, upon authentication and upon receipt of the balance of the purchase price of the Bonds, to deliver to the Trustee a written order in the name of the Authority directing the Trustee to deliver the Bonds to or upon the order of the Underwriters and to receive the proceeds of sale of the Bonds and give a written receipt therefor on behalf of the Authority, to apply said proceeds and the other moneys required to be transferred or deposited in accordance with the terms of the Resolution and this Fourth Supplemental Resolution and in such manner as is required to cause the conditions precedent to the issuance of the Bonds to be complied with, and to do and perform or cause to be done and performed, for and on behalf of the Authority, all acts and things that constitute conditions precedent to the authentication and delivery of the Bonds or that are otherwise required or convenient to be done and performed by or on behalf of the Authority prior to or simultaneously with the delivery of the Bonds. Such Authorized Officers are hereby severally authorized for and on behalf of the Authority to do or cause to be done all acts and things required or desirable to be done by the Authority under and pursuant to the terms of the Resolution and in accordance with the terms and conditions of the Forward Delivery Agreement. ARTICLE IV Paying Agent Section 401. U.S. Bank Trust National Association is appointed Paying Agent for the Bonds pursuant to Section 902 of the Resolution. AEA/Power Revenue Refunding Bonds, Fifth Series Resolution No. 1998-03 H \ALLIBJFIBOARDIRESOLUTIN1998-03 Bradiey doc Page 6 ARTICLE V Effective Date Section 501. This Resolution shall take effect immediately. Supplemental Resolution approved and adopted by the Alaska Energy Authority on December 16, 1998. ALASKA ENERGY AUTHORITY ee ee Chairman [SEAL] ATTEST: A, Secretary AEA/Power Revenue Refunding Bonds, Fifth Series Resolution No. 1998-03 H \ALLIBJFIBOARDIRESOLUTN1998-03 Bradley doc Page 7 Alaska Energy Authority Power Revenue Refunding Bonds (Fifth Series) (Bradley Lake Hydroelectric Project) Distribution List as of November 13, 1998 ISSUER ALASKA ENERGY AUTHORITY 480 West Tudor Road Anchorage, Alaska 99503 Fax: (907) 269-3044 Valorie Walker Phone: (907) 269-3011 Deputy Director - Finance Email: vwalker@aidea.alaska.net Keith Laufer Phone: (907) 269-3000 Financial and Legal Affairs Manager Email: klaufer@aidea.alaska.net ISSUER’S BOND COUNSEL WOHLFORTH, ARGETSINGER, JOHNSON & BRECHT 900 West Fifth Avenue, Suite 600 Phone: (907) 276-6401 Anchorage, Alaska 99501 Fax: (907) 276-5093 Email: wajb@alaska.net Ken Vassar, Esq. Cynthia Cartledge, Esq. COUNSEL TO RAILBELT UTILITY GROUP ATER WYNNE LLP 222 SW Columbia, Suite 1800 Phone: (503) 226-1191 Portland, Oregon 97201-6618 Fax: (503) 226-0079 Ron Saxton, Esq. Email: RLS@aterwynne.com Larry Hittle, Esq. Email: LGH@aterwynne.com @> Prudential 1 Securities POWER PURCHASERS CHUGACH ELECTRIC ASSOCIATION, INC. 5601 Minnesota Drive Anchorage, Alaska 99518 Fax: (907) 762-4514 Joe Griffith Phone: (907) 762-4740 i Executive Manager Email: joe. - Ge ffith G6 chugachelectric . com Finance and Energy Supply : COUNSEL TO CHUGACH FINANCIAL ADVISOR TO CHUGACH SEAGRAVES & HEIN, LLC 1000 Second Avenue, Suite 1560 Phone: (206) 386-8975 Seattle, Washington 98104 Fax: (206) 386-8979 Jim Seagraves Email: cahein@compuserve.com Partner SENIOR MANAGER PRUDENTIAL SECURITIES INCORPORATED 1201 Third Avenue, Suite 5350 Seattle, Washington 98101 Fax: (206) 340-4076 John C. Moore Phone: (206) 340-4072 Managing Director Email: John_Moore@prusec.com Nancy Rohman Watkins Phone: (206) 340-4073 Director Email: Nancy_Watkins@ccmail.prusec.com CO-MANAGER GOLDMAN, SACHS & CO. 555 California Street, 45" Floor Phone: (415) 393-7755 San Francisco, California 94104 Fax: (415) 393-7653 Paul Bloom Phone: (415) 393-7765 Vice President Email: paul.bloom@gs.co (> Prudential 2 Securities CO-MANAGER (continued) 4612 142" Place SE Phone: (425) 649-8923 Bellevue, Washington Fax: .(425) 649-9233 Jeffrey D. Brown Cell Phone: (206) 954-3050 Vice President Email: jeff.brown@gs.com UNDERWRITERS’ COUNSEL KATTEN MUCHIN & ZAVIS 525 West Monroe Street, Suite 1600 Chicago, Illinois 60661-3693 Lewis Greenbaum, Esq. Phone: (312) 902-5418 Fax: (312) 577-8960 Email: lgreenba@kmz.com tee ¥: t= ANCHORAGE MUNICIPAL LIGHT & POWER Mm « koh le COUNSEL TO ANCHORAGE MUNICIPAL LIGHT & POWER Nancy Neraas Mile belly mn pkellyS GVEF: Com Larry Hrttle. LGHGaterwynne-tom Ron Saton ALS @ ater wynne- Com] Norm Stor GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. COUNSEL TO GOLDEN VALLEY HOMER ELECTRIC ASSOCIATION, INC. Riii< Baltclwin COUNSEL TO HOMER ELECTRIC ASSOCIATION, INC. ya \d win G po boy-alaska. net Wayne Carmony MATANUSKA ELECTRIC ASSOCIATION, INC. Steve Ellis COUNSEL TO MATANUSKA ELECTRIC ASSOCIATIONINC “= pp @ cle laneywi les. a e Prudential 3 Securities Dave Client SEWARD ELECTRIC SYSTEM COUNSEL TO SEWARD ELECTRIC SYSTEM TRUSTEE AND ESCROW AGENT U.S. BANK TRUST NATIONAL ASSOCIATION Two Union Square, Suite 2120 Seattle, Washington 98101 Fax: (206) 461-4174 Diana M. Woodard Phone: (206) 461-4145 Vice President ISSUER’S AUDITOR KPMG PEAT MARWICK 601 West Fifth Avenue, Suite 700 Anchorage, Alaska 99501-2258 Fax: (907) 274-4653 Kathleen Porterfield Phone: (907) 276-7401 Partner Email: 1211 SW Fifth Avenue, Suite 2000 Phone: (503) 221-6500 Portland, Oregon 97204 Fax: (503) 223-0162 Jim Lawrie (receives official statement only) ISSUER’S CPA VERIFICATION AGENT KPMG PEAT MARWICK 700 Louisiana, 27" Floor Houston, Texas 77210 OFFICIAL STATEMENT PRINTER (To Be Determined) @ Prudential 4 Securities e ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY /= ALASKA ie = ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 MEMORANDUM TO: Bradley Lake Project Management Committee FROM: Dennis V. McCrohan Com Deputy Director — Project Development and Operations DATE: January 7, 1999 SUBJECT: Delegation of Authority Valorie F. Walker is hereby delegated to act as Alaska Energy Authority's voting member for the January 7, 1999, Bradley Lake Project Management Committee meeting. cc; Valorie F. Walker, Deputy Director — Finance File cere AGREEMENT TO SUPPORT FORWARD REFUNDING Seu ne Qo AO Ge & THIS AGREEMENT dated as of January 20, 1999, 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., the MATANUSKA ELECTRIC ASSOCIATION, INC. (collectively, the “Power Purchasers”), and the ALASKA ENERGY AUTHORITY (individually the “Party” and collectively the “Parties”). RECITALS (A) The Parties have previously entered into a Power Sales Agreement dated as of December 8, 1987 (“Power Sales Agreement”) for the sale and purchase of electric power produced by the Bradley Lake Hydroelectric Project (the “Project”). Pursuant to the terms of the Power Sales Agreement, the Power Purchasers, acting through the Project Management Committee (“PMC”), have requested the Alaska Energy Authority (“Authority”) to enter into the Forward Delivery Bond Purchase Agreement (“Forward Delivery Agreement”) with Prudential Securities Incorporated and Goldman, Sachs & Co. (the “Underwriters”), attached hereto as Appendix A, and the Continuing Disclosure Agreement described in paragraph (C) below, in connection with the sale and delivery by the Authority of its Power Revenue Refunding Bonds, Fifth Series (Bradley Lake Hydroelectric Project) (the “Fifth Series Bonds”). The Fifth Series Bonds are to be issued to refund $28,910,000 outstanding principal amount of Power Revenue Bonds, First Series (Bradley Lake Hydroelectric Project) of the Authority maturing July 1, 2021. Page 1 - AGREEMENT TO SUPPORT FORWARD REFUNDING | iuvuataskaiioo7njv.agr (B) Under the terms of the Forward Delivery Agreement, the Underwriters may request from time to time, certain certificates and opinions and the Authority is obligated to deliver those certificates and opinions to the Underwriters, and the Authority is further obligated to update the Official Statement relating to the Bonds (the “Official Statement”) at certain times specified in the Forward Delivery Agreement. (C) Under the terms of the Continuing Disclosure Agreement among the Authority, the Dissemination Agent and the Bond Trustee required in connection with the issuance of the Bonds (the “Disclosure Agreement”) attached hereto as Appendix B, the Authority has agreed to provide certain annual financial information and operating data relating to the Project and the Parties and to provide notices of the occurrence of certain enumerated events. (D) The PMC and the Parties have participated with the Underwriters and other financing participants in the preparation of the Official Statement. (E) |The PMC, on behalf of the Power Purchasers, has determined it is in the best interests of the Power Purchasers and their customers and ratepayers that the proposed refinancing be completed by the issuance of the Bonds and that the timely furnishing by the Power Purchasers of the certificates and opinions and information relating to the Official Statement required under the Forward Delivery Agreement, and the annual financial information required under the Disclosure Agreement, is a reasonable obligation of each Power Purchaser. ‘ NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows: Section 1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned in the Forward Delivery Agreement or the Disclosure Agreement. Section 2. Agreement to Furnish Information, Certificates and Opinions. Each Party agrees to exercise all reasonable efforts in good faith to provide, on a timely basis, the certificates, opinions and other information which are Page 2 - AGREEMENT TO SUPPORT FORWARD REFUNDING | psvauaskaiioorhiv.agr required to be delivered by each Party under the Forward Delivery Agreement to the parties specified therein, including but not limited to the following: (A) The information required to prepare an Updated Official Statement as required under Section 5(c) of the Forward Delivery Agreement, which shall be provided, in a timely manner, upon the request of any Underwriter or the Authority to enable the preparation of an Updated Official Statement between March 22, 1999, and April 5, 1999; (B) From time to time, during the period from the date of Closing to and including the date that is 25 days following the end of the Underwriting Period, the information required under Section 5(d) of the Forward Delivery Agreement necessary to ensure that the Official Statement is accurate and complete and not misleading; (C) At any time from the date of Closing to the end of the Underwriting Period, the certificates and information that may be required under Section 5(f) of the Forward Delivery Agreement; (D) From time to time, the certificates and opinions that may be required under Section 5(g) of the Forward Delivery Agreement; (E) At the time of Closing, the certificates and opinions required under Sections 11(a)(8) and 11(a)(9) of the Forward Delivery Agreement; and (F) |Onthe Settlement Date, the certificates and opinions required under Sections 13(8) and 13(9) of the Forward Delivery Agreement. Each Party, the Underwriters and counsel to the Authority, the Underwriters and the Railbelt Utilities Group shall participate in the preparation of the Official Statement and each Updated Official Statement and any amendments or supplements thereto and shall receive copies of all drafts thereof and have the opportunity to comment thereon. Section 3. Agreement of Continuing Disclosure. Each Party, other than the City of Seward, acknowledges that with respect to the Bonds it is an “obligated person” under Rule 15(c)2-12 of the Securities and Exchange Commission. Each Power Purchaser agrees to provide to the Chairman of the PMC on or before September 1 of each year commencing September 1, 1999, the Annual Report of each such Power Purchaser required under the Disclosure Page 3 - AGREEMENT TO SUPPORT FORWARD REFUNDING - puvutaska\i007hjv.agr Agreement. The Annual Report of each Power Purchaser shall contain or incorporate by reference the following: (A) Audited Financial Statements of the Power Purchaser or, if the Audited Financial Statements of a Party are not available on the Power Purchasers’ Submission Date, the unaudited financial statements for the most recent Fiscal Year in a format similar to the Audited Financial Statements most recently prepared for the Power Purchaser; and (B) Financial information and operating data regarding the Power Purchaser for the prior fiscal year of the type contained in the Official Statement under the caption “THE POWER PURCHASERS” in the following tables: (A) Selected Statistics for Power Purchasers; (B) Power Purchasers’ Power Requirements; (C) Energy Loads and Resources; and (D) Historical Operating Results. The Power Purchasers further agree to cause the Chairman of the PMC to deliver the Annual Reports to the Dissemination Agent at the times and in the manner required under the Disclosure Agreement. Section 4. Underwriters’ Compensation. The Power Purchasers hereby agree that if the Fifth Series Bonds are not issued on April 13, 1999, an amount not to exceed $7.85 per $1000 of the principal amount of Refunding Bonds sold pursuant to the Forward Delivery Agreement (the “Underwriters’ Compensation”) shall be paid to the Underwriters by the Power Purchasers, together with interest accruing thereon from such date at the rate of eight percent per annum, as a part of Annual Project Costs under Section 8(a)(vii)(E) of the Power Sales Agreement for the fiscal year ending June 30, 1999; provided, however, no such payment shall be due and payable if the Fifth Series Bonds are not issued on April 13, 1999 as a result of (i) a termination by the Underwriters of the Forward Delivery Agreement in accordance with Section 12(b) thereof, (2) a Change in Law (as such term is defined in the Forward Delivery Agreement), (3) a default by the Underwriters in their obligation to take delivery of and pay for the Fifth Series Bonds in accordance with the Forward Delivery Agreement, or (4) a change in federal tax law applicable to the Fifth Series Bonds which precludes Wohlforth, Vassar, Johnson & Brecht from Page 4 - AGREEMENT TO SUPPORT FORWARD REFUNDING | puvuataskaiioo7hiv.agr rendering its opinion required by Section 13(4) of the Forward Delivery Agreement; and, provided, further, that if the Party takes, or omits to take, in bad faith, an action which prevents the issuance of the Fifth Series Bonds on April 13, 1999, the Party will reimburse the Power Purchasers for such payment. Any payment received by the Authority as liquidated damages under Section 4(e) of the Forward Delivery Agreement shall be deposited in the Revenue Fund under the General Bond Resolution. Section 5. Further Assurances. The Parties shall take all reasonable actions and make all reasonable efforts to complete the timely issuance and delivery of the Bonds pursuant to the Forward Delivery Agreement. Section 6. Third Party Beneficiaries. The Parties agree that each Underwriter is a third party beneficiary of this Agreement. Each Party acknowledges that its continuing disclosure obligations under this Agreement constitute a “continuing disclosure undertaking” under said Rule 15(c)2-12 for the benefit of each Participating Underwriter and each Beneficial Owner of the Bonds. Section 7. Remedies. In recognition of the potential losses and the irreparable harm which would be incurred by the Underwriters and the Parties by a Party’s failure to comply with its obligations under this Agreement and the difficulty of determining the extent of such losses and harm, the Parties agree that this Agreement may be enforced against any Party who has failed to comply by any remedy available to the Parties’and the Underwriters, including, without limitation, specific performance or mandamus. Page 5 - AGREEMENT TO SUPPORT FORWARD REFUNDING | puvatasxaitoozhjv.agr Section 8. Execution of Counterparts. This 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. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the effective date of the Forward Delivery Agreement. ALASKA ENERGY AUTHORITY D.'RANDY SI Its:_Executive Dj CHU GIATGi at Ei Ere ani RiliG ASSOCIATION, INC. By: Its: GOLDEN VALLEY ELECTRIC ASSOCIATION, INC. By: Its: MUNICIPALITY OF ANCHORAGE d/b/a MUNICIPAL LIGHT AND POWER By: Its: CITY OF SEWARD d/b/a SEWARD ELECTRIC SYSTEM By: Its: ALASKA ELECTRIC GENERATION & TRANSMISSION COOPERATIVE, INC. By: Its: HOMER ELECTRIC ASSOCIATION, INC. By: Its: MATANUSKA ELECTRIC ASSOCIATION, INC. By: Its: Page 6 - AGREEMENT TO SUPPORT FORWARD REFUNDING - tuvataska\roo7njv.egr Ploy NOTICE Instructions to connect into the Bradley Lake PMC teleconference scheduled to reconvene on Thursday, January 7, 1999, at 8:30 a.m. are as follows: Dial 1-800-315-6338 Voice Prompt will request a code — enter 0107 Follow code number with the # key This will connect you to the teleconference. Distribution List. Eugene Bjornstad, CEA Meera Kohler, ML&P Norm Story, HEA Mike Kelly, GVEA Wayne Carmony, MEA Dave Calvert, SES Ron Saxton, Ater Wynne Hewitt Dodson & Skerritt Cindy Cartledge, Wohlforth, Vassar, Johnson & Brecht Ken Vassar, Wohlforth, Vassar, Johnson & Brecht Nancy Watkins, Prudential Securities John Moore, Prudential Securities Jim Seagraves, Seagraves & Hein, LLC Lewis Greenbaum, Katten Muchin & Zavis SOOO OOOO OOOO OOOO OOO OOOO OOOO OOOO OOOO OO OOOO OOOO OOOO OOO OOOO OOOO OOOOOOOOOOOOOOOOOAOKOOOAOKOOOOKOOO KOO KK wr BROADCAST DATE START — RECEIVER JAN-05 02:00 PM 95626994 Ge 02:02 PM 919072353323 Worm 02:03 PM 92635204 Meeve. 02:05 PM 919072244085 Deve 02:06 PM 919074585951 “1; Ke 02:18 PM 919077459368 Wane 02:08 PM 915032260079 ie 02:10 PM 92765093C/% 02:11 PM 92765093 #e~ 02:13 PM 912063868979 Tim 02:14 PM 912063404076 ancy 02:15 PM 912063404076 toh 02:16 PM 913125778960 LeuWis DS OK ME HK DME DE MK MK OHM DS DE DK DM DE DME DME DK MK KE OK OK OK OK OO MK TRANSACTION REPORT TX TIME PAGES TYPE 51” 4o" 1" 45" 46” 4 | " 49” 1" 46" 50" 50" 45” 4o" 4o" 1129" TOTAL DWDWWWWWWWWWWWW SEND SEND SEND SEND SEND SEND SEND SEND SEND SEND SEND SEND SEND P, 01 JAN-05-99 TUE 02:19 PM NOTE OK OK OK OK OK OK OK OK OK OK OK OK OK SSSSSSSS55555 12M 385 PAGES: 39 M# DP 058 058 058 058 058 058 058 058 08 058 058 058 058 JOO KKK KK KKK KK KKK KK KK KK KKK KK KKK KKK KKK KKK KK KKK KKK KKK KK KOK RK KKK KKK KKK x x x k x x xX x x x x x x x x x x x x x x x x x x x SOOO OOOO OOOO OOOO OOOO KOO OOOO OOOO OOOO OOOO OKOKOKOKOKOHOOOOOONONOKOKON0NNOK0N0N0NN0K0NNNKO00NKONIN KOK OK De MK DE DE MK DME OK P, 02 JAN-05-98 TUE 02:20 PM TRANSACTION REPORT BROADCAST JK KK XK KK KOK KKK KKK KKK KKK KKK KKK KKK KKK KKK KKK KKK KKK KKK OK KKK KKK KKK KOK ALASKA INDUSTRIAL DEVELOPMENT > 4 AND EXPORT AUTHORITY «x ALASKA AR ENERGY AUTHORITY 480 WEST TUDOR ANCHORAGE, ALASKA 99503 907 / 269-3000 FAX 907 / 269-3044 Facsimile Transmittal TO: PLEASE SEE ATTA COMPANY: Fax #: ( ) FROM: 411) Shauna Dean DATE: January 5, 1999 TIME: 1:30 p.m. Number of pages including cover page: 3 Tranemittal Cantante- 2 2S DE DE MK MK ODE Coby 4 nt MEA NX : CERF Bede GvEen BX MEA AER Povike = Nom _\ WV Nre fe gee (2 a NQwinrrs pe Cnniffsce Ami Dufek la bard er tte towed “ tle fPMC . Chong i Larquece an oppo Shy ad ise: Ap Kony Some slat hy dpe IP Mere ea ceie \y Vobed tp key WA see ty Pecan