HomeMy WebLinkAboutBPMC Dec 6, 2017UNOFFICIAL EXCERPT OF THE MINUTES
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING
December 6,2017
6A.Battle Creek Diversion Project
Review of Battle Creek Resolution 2017-02
@ 24 Amendment to Res 2017-02
e Amendment to Attachment for 2017-02
Mr.Gibson reviewed the details of the 2"Amendment to Resolution 2017-02,which ostensibly
allows a non-participating purchaser to sell or transfer its Battle Creek Diversion (BCD)shares
to a participating purchaser after providing notice to the BPMC of its arrangement,and allows a
non-participating purchaser to choose to participate at a later date after an equitable contribution
of the reasonable costs have been paid.
Mr.Gibson reviewed the details of the First Amendment to Attachment |to Resolution 2017-02,
including B4.,changing the date to December 6";B7.,allocating 100%of BCD shares;and B8.,
allowing a non-participating purchaser the right to sell or transfer its BCD shares.The
participating purchaser that receives the BCD shares shall be responsible for all BPMC financial
requirements and Call Back notice obligations associated with the BCD shares.Mr.Gibson
created a new definition called Resolution 2017-02,meaning this resolution and any
amendments thereto.He believes this will make it easier for the reader.
MOTION:Mr.Borgeson made a motion to approve the 2"Amendment to Resolution
2017-02 and approve the 1%Amendment to Attachment 1.Mr.Carey seconded the motion.
Mr.Izzo requested clarification on which part of the amendment is a revisitation of what the
Committee voted on last Friday.Mr.Gibson answered the motion provides the ability for non-
participating purchasers to sell or transfer their rights to shares to a participating purchaser.The
process to activate the shares requires giving notice and reimbursing the initial funding to the
participating purchasers.
Mr.Borgeson commented ML&P has been clear from the beginning of their non-participation.
He hopes ML&P will vote in the affirmative for the financing.
MOTION:Mr.Izzo made a motion to amend the 1%Amendment to Attachment 1,Section
C3.,the second sentence to read,"The results of the study undertaken pursuant to this
Paragraph C.3.will be approved in accordance with the voting requirements for Optional
Project Work.”Mr.Thibert seconded the motion.
Mr.Izzo expressed the concern the affirmative vote of 80%would give non-participating parties
the ability to control the acceptance of the study.He is in favor of replacing the percentage to
51%.
Mr.Thibert urged ML&P to vote in favor of the motion to amend.
Unofficial Excerpt BPMC Minutes 12/6/17 Page 1 of 3
Mr.Warner asked if the original 80%number is a BPMC requirement.Mr.Gibson informed the
80%is not a requirement.Mr.Warner believes the change to 51%places the non-participants at
the mercy of the participants.
Mr.Borgeson expressed objection to the motion.
A roll call was taken,and the motion to amend the 1**Amendment to Attachment 1,Section
C3.,the second sentence to read,"The results of the study undertaken pursuant to this
Paragraph C.3.will be approved in accordance with the voting requirements for Optional
Project Work.”passed,with GVEA and ML&P voting against.
A roll call was taken,and the main motion to approve the 2"?Amendment to Resolution
2017-02 and approve the 1'Amendment to Attachment 1,as amended in Section C.3.,
passed,with GVEA voting against and HEA abstaining as Chair.
Review of Battle Creek Resolutions 2017-03
Attachments to 2017-03
e Res 2017-07 -$40M
e Res 2017-08 -$1.2M
e Res 2017-09 -$5.7M
e Loan Agreements
MOTION:Mr.Foutz made a motion to approve the Battle Creek Resolution 2017-03,
revision page numbered 867.Mr.Carey seconded the motion.
Ms.Cartledge gave an overview of the minor changes to Resolution 2017-03,revision page
numbered 867,provided today.On page two,three,and four the word "Committee,”will be
maintained,and refers to the Bradley Lake Project Management Committee,and the words,"On
behalf of the Power Purchasers and Authority”will be removed from all areas of the resolution.
Ms.Cartledge reviewed the change on page three and four to remove the words,"In the best
interest of the Power Purchasers.”The change on page three is to read,"The capital reserve fund
enhances the marketability of the bond.”The next change is to include the phrase,"2017-02,as
amended on December 6,2017.”The misspelling of Bradley will be corrected.
Mr.Borgeson requested an update from Mr.Eoff regarding the tax bill in Congress and the
CREBS subsidy.Mr.Eoff informed the risk of sequestration to the CREBS subsidy program is
still present.There have been no new developments since the discussion last week.The
information will not be clear until the legislation in Congress is passed.
Mr.Borgeson expressed support for the changes to the resolution.
Mr.Eoff reported an error in the 50-year calculation summary distributed to members,which
resulted in an erroneous higher cost of power.The error will be corrected today.
Ms.Cartledge gave an overview of the attachments to 2017-03 provided to members.The
numbering of the attachments is for the purposes of AEA's supplemental resolutions.
Unofficial Excerpt BPMC Minutes 12/6/17 Page 2 of 3
Mr.Borgeson encouraged AEA to continue efforts for provisions with CFC in the event of a
reorganization or update to the purchasers of the project.
A roll call was taken,and the motion to approve Battle Creek Resolution 2017-03,revision
page numbered 867,passed,with GVEA voting against.
Attest:
Bryan
Alaskd Energy Authority,BPMC Secretary
Unofficial Excerpt BPMC Minutes 12/6/17 Page 3 of 3
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE MEETING
REGULAR MEETING
Alaska Energy Authority,Anchorage,Alaska
December 6,2017 RyC
1.CALL TO ORDER
Chair Janorschke called the regular meeting of the Bradley Lake Hydroelectric Project
Management Committee to order at 10:03 a.m.
2.ROLL CALL FOR COMMITTEE MEMBERS
Cory Borgeson (Golden Valley Electric Association [GVEA]);Bryan Carey (Alaska Energy
Authority [AEA]);Lee Thibert (Chugach Electric Association [CEA]);Tony Izzo (Matanuska
Electric Association [MEA]);Mark Johnston (phone)(Anchorage Municipal Light &Power
[ML&P]);John Foutz (City of Seward);and Brad Janorschke (Homer Electric Association
[HEA)]).
3.PUBLIC ROLL CALL
Brenda Applegate,Teri Webster,(AEA);Brian Hickey,Sherri Highers,Mark Johnson,Josh
Resnick,Burke Wick (CEA);Brian Bjorkquist (Department of Law);Bob Day,Alan Owens,Emily
Hutchison (phone),Larry Jorgensen (HEA);Cynthia Cartledge (Jermain,Dunnagan &Owens);
Kirk Gibson (McDowell Rackner Gibson,PC);David Pease,Tony Zellers (MEA);Molly
Morrison,Jeff Warner (ML&P);Fred Eoff (phone)(PFM Group Consulting);TW Patch (Public);
Bernie Smith (Public);and Debra Mack (Accu-Type Depositions).
4,PUBLIC COMMENTS
None.
5.AGENDA APPROVAL
MOTION:Mr.Foutz made a motion to approve the agenda with the included amendment
of Discussion of the Timing of the BPMC Allocation of Shares of Battle Creek,to come
before Item 6A.Motion seconded by Mr.Thibert.
The amended agenda was unanimously approved.
6.NEW BUSINESS
Discussion of the Timing of the BPMC Allocation of Shares of Battle Creek
MOTION:ML&P hereby moves that:1)The pre-allocation of 100%of the BCD Shares
shall be made by the BPMC as of December 6,2017,in accordance with Resolution 2017-
02,as it has been amended;2)Final re-allocation of 100%of the BCD Shares by the
BPNC shall be made on or before Noon,December 13,2017;and 3)In the interim period
(between the pre-allocation and the final re-allocation of the BCD Shares),Participating
BPMC Minutes 12/6/17 Page |of 6
Purchasers shall have the opportunity to express their interests in acquiring the right to
BCD Shares held by Non-Participating Purchasers.Mr.Borgeson seconded the motion.
Mr.Izzo requested the process of allocating shares include all BPMC members,and be clear
and transparent.
Mr.Borgeson informed Attachment 1 to the resolution includes the date of December 6,2017,
for the allocation of shares.He requested additional information from Mr.Gibson regarding the
impact of changing the date in this motion.
Mr.Gibson advised he understands the allocations must be completed before closing.The
allocations attach certain financial responsibilities to the individual purchaser.Therefore,any
allocation process needs to be completed in sufficient time so the participating purchasers could
accommodate all the requirements of the closing.Mr.Gibson informed the BPMC has passed
Resolution 2017-02,including amendments,which causes the decision to be made today,
December 6,and affects which funding source can be used.He asked Ms.Cartledge to provide
her opinion.
Ms.Cartledge explained CFC,the purchaser of the debt obligation,has provided term sheets
that have to be assigned to the participating utilities,approved by the BPMC and the AEA,and
returned to CFC.The stated date for the assignments is December 6",and no discussion has
occurred with CFC regarding an extension.Certifications are required of the participating
utilities and legal opinions are required on behalf of the participating utilities.
Mr.Carey asked if Ms.Cartledge believes CFC would be agreeable if one or more of the utilities
indicate they would accept the term sheet and take up to 100%of the project capacity-wise.
Ms.Cartledge believes CFC would be agreeable to that scenario.
Mr.Gibson explained a purchaser of the Bradley Lake Project is responsible for annual costs.
The financiers are looking to the Power Sales Agreement (PSA)for security.The BPMC,under
Section 8.of the PSA,has stated this is optional project work and allocations will occur
according to Resolution 2017-02 and Attachment 1.However,if a participant in Battle Creek
does not pay,the financiers will look to the purchasers of the Bradley Lake Project to pay
annual costs.This risk to all Bradley Lake purchasers is unavoidable,but is minimized by
Resolution 2017-02.
Mr.Johnston explained ML&P's issue is the risk Mr.Gibson explained and the potential for
ML&P to be liable for 25%of the $47 million cost of a project in which ML&P is not a participant.
This motion would provide additional security for ML&P.Mr.Johnston indicated the motion
needs to be resolved for ML&P to be inclined to support the bond financing resolution.
Mr.Bjorkquist advised Resolution 2017-02 and Attachment 1,E4.,contains the provision
describing how the participating purchasers will hold harmless the non-participating purchasers,
including how the participating purchasers are going to pay all the costs.He believes this
addresses the concern of protecting the non-participating utilities from project costs.
Mr.Izzo stated he is not comfortable with the current motion and ML&P's willingness to kill the
project over calculations of what he believes could be approximately $92,000 a year.He finds
the motion very troublesome.
BPMC Minutes 12/6/17 Page 2 of 6
Ms.Applegate understands AEA needs the BPMC to pass the financing resolution and to attain
100%project participation allocated by one or more utilities.AEA must have the allocation
percentages to calculate the capital reserve requirements for the utilities in sufficient time to
provide to the trustee before closing on December 27".
Mr.Foutz expressed discomfort with the current motion and wants the project to go forward.He
believes the discussions and decisions regarding the relationship between participants and non-
participants have already occurred.Mr.Foutz feels this motion could create a bidding war with
other utilities over interest in non-participant shares.
Mr.Thibert noted he will probably vote for the motion in order to move the project forward.He
expressed displeasure with this motion because the issue was brought before the Committee
and solved through the passage of a resolution a month ago.Mr.Thibert does not believe the
outcome of this unnecessary action will be different from the previous process.
A roll call was taken,and the motion passed,with MEA voting against and HEA
abstaining as Chair.
Battle Creek Diversion Project
A.Review of Battle Creek Resolutions
e 2°Amendment to Res 2017-02
e Amendment to Attachment for 2017-02
Mr.Gibson reviewed the details of the 2"?Amendment to Resolution 2017-02,which ostensibly
allows a non-participating purchaser to sell or transfer its BCD shares to a participating
purchaser after providing notice to the BPMC of its arrangement,and allows a non-participating
purchaser to choose to participate at a later date after an equitable contribution of the
reasonable costs have been paid.
Mr.Gibson reviewed the details of the First Amendment to Attachment 1 to Resolution 2017-02,
including B4.,changing the date to December 6";B7.,allocating 100%of BCD shares;and B8.,
allowing a non-participating purchaser the right to sell or transfer its BCD shares.The
participating purchaser that receives the BCD shares shall be responsible for all BPMC financial
requirements and Call Back notice obligations associated with the BCD shares.Mr.Gibson
created a new definition called Resolution 2017-02,meaning this resolution and any
amendments thereto.He believes this will make it easier for the reader.
MOTION:Mr.Borgeson made a motion to approve the 2"Amendment to Resolution
2017-02 and approve the 1*t Amendment to Attachment 1.Mr.Carey seconded the
motion.
Mr.Izzo requested clarification on which part of the amendment is a revisitation of what the
Committee voted on last Friday.Mr.Gibson answered the motion provides the ability for non-
participating purchasers to sell ortransfer their rights to shares to a participating purchaser.
The process to activate the shares requires giving notice and reimbursing the initial funding to
the participating purchasers.
Mr.Borgeson commented ML&P has been clear from the beginning of their non-participation.
He hopes ML&P will vote in the affirmative for the financing.
BPMC Minutes 12/6/17 Page 3 of 6
MOTION:Mr.Izzo made a motion to amend the 1**Amendment to Attachment 1,Section
C3.,the second sentence to read,"The results of the study undertaken pursuant to this
Paragraph C.3.will be approved in accordance with the voting requirements for Optional
Project Work.”Mr.Thibert seconded the motion.
Mr.Izzo expressed the concern the affirmative vote of 80%would give non-participating parties
the ability to control the acceptance of the study.He is in favor of replacing the percentage to
51%.
Mr.Thibert urged ML&P to vote in favor of the motion to amend.
Mr.Warner asked if the original 80%number is a BPMC requirement.Mr.Gibson informed the
80%is not a requirement.Mr.Warner believes the change to 51%places the non-participants
at the mercy of the participants.
Mr.Borgeson expressed objection to the motion.
A roll call was taken,and the motion to amend the 1%*Amendment to Attachment 1,
Section C3.,the second sentence to read,"The results of the study undertaken pursuant
to this Paragraph C.3.will be approved in accordance with the voting requirements for
Optional Project Work.”passed,with GVEA and ML&P voting against.
A roll call was taken,and the main motion to approve the 2".Amendment to Resolution
2017-02 and approve the 1%*Amendment to Attachment 1,as amended in Section C.3.,
passed,with GVEA voting against and HEA abstaining as Chair.
e Battle Creek Res 2017-03
Attachment to 2017-03
o Res 2017-07 -$40M
Res 2017-08 -$1.2M
Res 2017-09 -$5.7M
Loan Agreements000
MOTION:Mr.Foutz made a motion to approve the Battle Creek Resolution 2017-03,
revision page numbered 867.Mr.Carey seconded the motion.
Ms.Cartledge gave an overview of the minor changes to Resolution 2017-03,revision page
numbered 867,provided today.On page two,three,and four the word "Committee,”will be
maintained,and refers to the Bradley Lake Project Management Committee,and the words,"On
behalf of the Power Purchasers and Authority”will be removed from all areas of the resolution.
Ms.Cartledge reviewed the change on page three and four to remove the words,"In the best
interest of the Power Purchasers.”The change on page three is to read,"The capital reserve
fund enhances the marketability of the bond.”The next change is to include the phrase,"2017-
02,as amended on December 6,2017.”The misspelling of Bradley will be corrected.
Mr.Borgeson requested an update from Mr.Eoff regarding the tax bill in Congress and the
CREBS subsidy.Mr.Eoff informed the risk of sequestration to the CREBS subsidy program is
still present.There have been no new developments since the discussion last week.The
information will not be clear until the legislation in Congress is passed.
BPMC Minutes 12/6/17 Page 4 of 6
Mr.Borgeson expressed support for the changes to the resolution.
Mr.Eoff reported an error in the 50-year calculation summary distributed to members,which
resulted in an erroneous higher cost of power.The error will be corrected today.
Ms.Cartledge gave an overview of the attachments to 2017-03 provided to members.The
numbering of the attachments is for the purposes of AEA's supplemental resolutions.
Mr.Borgeson encouraged AEA to continue efforts for provisions with CFC in the event of a
reorganization or update to the purchasers of the project.
A roll call was taken,and the motion to approve Battle Creek Resolution 2017-03,
revision page numbered 867,passed,with GVEA voting against and HEA abstaining as
Chair.
B.Executive Session to discuss Financing Terms
None.
Cc.Approval of Battle Creek Financing
Chair Janorschke requested utilities commit,for the record,and give notice to AEA of their
shares of the Battle Creek Diversion Project,plus any prorated and unallocated shares,to total
100%.CEA,MEA,HEA,and Seward provided verbal commitment of participation of respective
shares and unallocated shares to total 100%allocation of Battle Creek participation.ML&P
stated non-participation.GVEA declined to provide announcement.
Any utility who did not verbally commit during this meeting has until the end of today to provide
written notice of participation to AEA's Ms.Applegate and Mr.Carey.
Chair Janorschke requested Ms.Highers provide the Battle Creek Purchasers a timeline and
expectations of the certification process.Mr.Gibson stated he will send,by the end of the
week,each Battle Creek Purchaser a certification to be drawn up on utility letterhead,signed,
and notarized.
7.COMMITTEE ASIGNMENTS
None.
8.MEMBERS COMMENTS
Mr.Thibert expressed appreciation to the Finance Committee and all involved for an
outstanding job.
Mr.Izzo echoed Mr.Thibert's comments and added appreciation to AEA staff.
Mr.Foutz expressed appreciation for the efforts to move the project forward.He reiterated
discomfort with what transpierd early in the meeting.
Mr.Carey expressed gratitude for all the work and support received on the financing.
BPMC Minutes 12/6/17 Page 5 of 6
Chair Janorschke echoed prior remarks of appreciation and included the diligence of the legalparticipants.
9.NEXT MEETING DATE
The next meeting is a scheduled teleconference on December 13,2017.
10.ADJOURNMENT
There being no further business for the committee,the meeting adjourned at 12:37 p.m.
BY:
Bradley P.Janorschke,ChairAttest:of .
Bryan Garey
Alaska Energy Authority,Secretary
BPMC Minutes 12/6/17 Page 6 of 6
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE
REGULAR MEETING
AGENDA
Wednesday,December 6,2017
10:00 a.m.
Alaska Energy Authority's Board Room
813 West Northern Lights Boulevard,Anchorage,AK
To participate by phone,dial 1-888-585-9008 and use code 467 050 126.
1.CALL TO ORDER
2.ROLL CALL FOR COMMITTEE MEMBERS
3.PUBLIC ROLL CALL
4.PUBLIC COMMENTS
5.AGENDA APPROVAL
6.NEW BUSINESS
Battle Creek Diversion Project
A.Review of Battle Creek Resolutions
e 2°¢Amendment to Res 2017-02
e Amendment to Attachment for 2017-02
°Battle Creek Res 2017-03
Attachments to 2017-03:
°Res 2017-07 -$40M
°Res 2017-08 -$1.2M
°Res 2017-09 -$5.7M
°Loan Agreements
B.Executive Session to discuss Financing Terms
C.Approval of Battle Creek Financing
7.COMMITTEE ASSIGNMENTS
8.MEMBERS COMMENTS
9.NEXT MEETING DATE -January 19,2018
10.ADJOURNMENT
RESOLUTION
OF
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE
SECOND AMENDMENT
tO
RESOLUTION NO.2017 -02:Battle Creek Diversion Project
Introduction:The Bradley Lake Project Management Committee ("BPMC')is considering the
development of a project to divert the water flows of Battle Creek into Bradley Lake to increase
the water for use by the Bradley Lake Hydroelectric Project ("Bradley Lake Project').All
Purchasers are supportive of the expansion of the capabilities of the Bradley Lake Project through
the development of the Battle Creek Diversion Project ("BCD Project”).While all Purchasers wish
for the BCD Project to move forward,all Purchasers may not want to participate in the BCD
Project.The activities of the BPMC regarding the BCD Project are authorized as Optional Project
Work under the Power Sales Agreement.
Purpose of Resolution No.2017-02:Resolution No.2017-02,and Attachment 1 to Resolution
No.2017-02 Battle Creek Diversion Project Framework,set forth the terms and conditions under
which participation in the costs and benefits of the BCD Project as Optional Project Work under
the Power Sales Agreement will be managed by the BPMC.
Purpose of Second Amendment to Resolution No.2017-02:The Second Amendment to
Resolution 2017-02;Battle Creek Diversion Project is made to allow for the sale or transfer of
BCD Shares from a Non-Participating Purchaser to a Participating Purchaser.Note:The sale or
transfer of BCD Shares from a Participating Purchaser to a Participating Purchaser is already
allowed under the provisions in the original Resolution 2017-02 which provisions have not been
changed.
Definitions:In addition to the definitions contained in Power Sales Agreement,the following
definitions are used as part of this Resolution 2017-02 and Attachment 1:
"Non-Participating Purchaser”means a Purchaser that is not participating in the BCD Project.
"Participating Purchaser”means a Purchaser participating in the development of the BCD Project.
RESOLUTION NO.2017-02
WHEREAS,Chugach Electric Association,Inc.("Chugach”),Golden Valley Electric
Association,Inc.("GVEA”),Homer Electric Association,Inc.("HEA”),the Municipality of
Anchorage d/b/a Municipal Light and Power ("ML&P”),Matanuska Electric Association,Inc.
('MEA'),and the City of Seward ("Seward”),are the purchasers of the power generated by
Bradley Lake Project under the Power Sales Agreement (hereinafter referred to jointly as the
"Purchasers”and individually as a "Purchaser');
{00031493.3}Page 1 of 4 -Second Amendment to Resolution 2017-02;Battle Creek Diversion Project
WHEREAS,the Purchasers along with the Alaska Energy Authority ("AEA”)constitute
the BPMC;
WHEREAS,the BPMC has authorized preliminary work comprised of completing design,
environmental,and bid-related documents on the BCD Project as Optional Project Work under
the Power Sales Agreement;
WHEREAS,the BCD Project is designed to supplement the water available for the Bradley
Lake Project and the BCD Project will be using the facilities of the Bradley Lake Project,the BPMC
will oversee and manage all aspects of the use of facilities of the Bradley Lake Project under the
BPMC's authority provided by the Power Sales Agreement;
WHEREAS,all Purchasers support the development of the BCD Project;
WHEREAS,AEA is now moving forward with obtaining financing of the BCD Project;
WHEREAS,not all Purchasers may want to participate in the development and resulting
benefits of the BCD Project at this time;
WHEREAS,Purchasers desire an arrangement under which a Purchaser not wishing to
participate in the BCD Project now can preserve the ability to participate in the BCD Project at a
later date;
WHEREAS,the Participating Purchasers wish to hold harmless the Non-Participating
Purchasers from incurring any costs associated with the development of the BCD Project;
WHEREAS,the Participating Purchasers shall reimburse the Non-Participating
Purchasers for any amounts previously advanced by a Non-Participating Purchasers;
WHEREAS,the Participating Purchasers wish to provide an opportunity for the Non-
Participating Purchasers to participate in the BCD Project later so long as the Non-Participating
Purchasers reimburse the Participating Purchasers for an equitable portion of the reasonable
costs incurred to develop the BCD Project prior to the time their respective participation begins;
WHEREAS,the development and financing of the BCD Project will be required to have no
effect on the Bradley Lake Project Power Revenue Bond Resolution ("Bond”)and related bond
covenants associated with the Bradley Lake Project;
WHEREAS,this Resolution No.2017-02 along with the Power Sales Agreement and the
BPMC Bylaws provide the authorization for the BPMC to manage the allocation of costs and
benefits of the BCD Project to Participating Purchasers as well as the determination of the
equitable costs to be paid by a Non-Participating Purchaser to a Participating Purchaser should
the Non-Participating Purchaser choose to participate in the BCD Project at a later date;
WHEREAS,approval of the BCD Project as Optional Project Work under the Power Sales
Agreement will require the affirmative vote of at least four (4)representatives of the Purchasers,
whose percentage shares of the output from the Bradley Lake Project are greater than fifty-one
percent (51%),plus the affirmative vote of the AEA;and,
WHEREAS,approval for the financing of the BCD Project as Optional Project Work under
the Power Sales Agreement will require the affirmative vote of members whose percentage
{00031493.3}Page 2 of 4 -Second Amendment to Resolution 2017-02;Battle Creek Diversion Project
shares of the output from the Bradley Lake Project are equal to or exceed eighty percent (80%)
of project capacity and annual project costs.
NOW,THEREFORE,IT IS HEREBY RESOLVED BY THE BPMC,that the costs and
benefits of the BCD Project shall be managed and allocated in accordance with this Resolution
No.2017-02 and Attachment 1 to this Resolution No.2017-02,Battle Creek Diversion Project
Framework,as part of the BPMC process for determining Annual Project Costs for the Bradley
Lake Project;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the BCD Project is approved as
Optional Project Work under the Power Sales Agreement and this Resolution No.2017-02 and
the terms and conditions set forth in Attachment 1 to this Resolution No.2017-02;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the above Recitals be incorporated
and made part of to this Resolution No.2017-02;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the right to the capacity of the BCD
Project shall initially be allocated to all Purchasers in accordance with their respective shares of
Bradley Lake Project capacity (hereinafter referred to as their "BCD Share').
BE IT FURTHER RESOLVED BY THE BPMC,that Purchasers will have until financing
terms and bid results are known before deciding whether to participate and obtain their respective
right to the capacity in the BCD Project;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the costs and benefits of the BCD
Project should not affect the rights,duties,and obligations of the Purchasers as set forth in the
Power Sales Agreement and Bond;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the costs and benefits associated with
the BCD Project shall be allocated by the BPMC to only Participating Purchasers;and,
BE IT FURTHER RESOLVED BY THE BPMC,that Purchasers wishing to participate in
the BCD Project shall expressly notify the BPMC of their election to participate in the BCD Project,
and the percentage level of their BCD Share at which it would like to participate in the BCD
Project;and,
BE IT FURTHER RESOLVED BY THE BPMC,that a Participating Purchaser and a Non-
Participating Purchaser shall have the unfettered right after providing notice to the BPMC of their
arrangement for the sale or transfer of the respective BCD Shares to a Participating Purchaser
and the BPMC shall honor such arrangement in the allocation process for BCD Shares;and,
BE IT FURTHER RESOLVED BY THE BPMC,that any Purchaser failing to expressly
notify the BPMC (or notifying the BPMC that it does not wish to participate in the BCD Project)
December 6,2017 shall be deemed to be choosing to not participate in the BCD Project and that
Purchaser's share of the BCD Project (i.e.,its respective BCD Share)shall be reallocated by the
BPMC between the Participating Purchasers;and,
BE IT FURTHER RESOLVED BY THE BPMC,that a Non-Participating Purchaser having
its BCD Share reallocated shall continue to have its ability to participate in the BCD Project without
restriction subject to the notice requirements in this Resolution 2017-02;and,
{00031493.3}Page 3 of 4 -Second Amendment to Resolution 2017-02;Battle Creek Diversion Project
BE IT FURTHER RESOLVED BY THE BPMC,that the Non-Participating Purchasers will
not bear any costs or suffer any adverse effect due to the BCD Project;and,
BE IT FURTHER RESOLVED BY THE BPMC,the BCD Project will be charged four percent
(4%)of the Bradley Lake annual O&M or an amount to be determined by a study of the impacts
of the BCD Project to the Bradley Lake Project.The results of the study will be approved by the
affirmative vote of members whose percentage shares of the output from the Bradley Lake
Project are equal to or exceed eighty percent (80%)of Bradley Lake Project capacity and
Annual Project Costs;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the Non-Participating Purchasers
have no restriction to participate at a later date but must provide notice of their intent to become
a Participating Purchaser one year in advance of the start of the Project Water Year,June 1%;
and,
BE IT FURTHER RESOLVED BY THE BPMC,that the Non-Participating Purchasers
choosing to participate in the BCD Project at a later date shall contribute (or cause the
Participating Purchaser(s)accepting the Non-Participating Purchasers BCD Share(s)to
contribute),if and to the extent such amount has not previously been contributed,an equitable
portion of the reasonable costs incurred to develop the BCD Project which amount shall be
determined by the BPMC at the time the Non-Participating Purchaser chooses to participate in
the BCD Project with such reasonable development costs to include only the Non-Participating
Purchaser's pro-rata share of AEA cash calls and Interest During Construction (IDC)paid up front
by the Participating Purchasers and adjusted for the time value of money using a discount rate
equal to the long-term financing cost for the BCD Project net the credit from the Clean Renewable
Energy Bonds (CREBS));and,
BE IT FURTHER RESOLVED BY THE BPMC,that any changes to the terms and
conditions of this Resolution 2017-02 and Attachment 1 that directly affect the rights and
obligations of the Participating Parties to receive their respective benefits from the BCD Project
shall require the unanimous consent of the Participating Parties.
Dated at Anchorage Alaska,this 6*t day of December 2017.
Chair
Attest:
Secretary
{00031493.3}Page 4 of 4 -Second Amendment to Resolution 2017-02;Battle Creek Diversion Project
bA-t
FIRST AMENDMENT
TO
ATTACHMENT 1
TO
RESOLUTION NO.2017-02
OF
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE
Battle Creek Diversion Project Framework
The costs and benefits of the Battle Creek Diversion Project ("BCD Project”)shall be managed in
accordance with the Second Amendment to Resolution No.2017-02 and this First Amendment to
Attachment 1 to Resolution No.2017-02,Battle Creek Diversion Project Framework ("Attachment
1”),as follows:
A.General Applicability of Bradley Lake Project Provisions:
1.The provisions of the Power Sales Agreement and any of the documents,agreements,
and understanding generally referred to as the Bradley Lake Agreements,where
applicable,will be used to manage the energy generated and delivered from the BCD
Project.
Subject to the rights held by the Alaska Energy Authority,the BPMC will be the final arbiter
on any issue involving the BCD Project and the Bradley Lake Project and/or the
Purchasers,and any such issues shall be resolved in accordance with the voting
requirements set forth in the Second Amendment to Resolution No.2017-02 and the
Dispute Resolution provisions of the BPMC Bylaws.
For purposes of governance of any conflicts,the terms and conditions of the Second
Amendment to Resolution No.2017-02,will control over this Attachment 1,which will
control over the BPMC Bylaws.
B.BCD Project Capacity:
1.The original shares of Bradley Lake Project capacity,i.e.,Chugach (30.4%),GVEA
(16.9%),HEA (12.0%),ML&P (25.9%),MEA (13.8%),and Seward (1.0%)will not change
in any manner by Resolution 2017-02 and this Attachment 1.
Each Purchaser shall have the right to participate in the BCD Project at the same
percentage that it holds capacity in the Bradley Lake Project subject to Resolution No.
2017-02 and this Attachment 1.
The right to the capacity of the BCD Project shall initially be allocated to all Purchasers in
accordance with their respective shares of Bradley Lake Project capacity (hereinafter
referred to as their "BCD Share').
Page 1 of 4--First Amendment to Attachment 1 to Resolution 2017-02
10.
11.
To participate in the BCD Project each Purchaser must expressly so notify the BPMC in
writing by December 6,2017,indicating it wants to maintain its allocated BCD Share (or
a specific percentage of its total allocated BCD Share)of BCD Project capacity.
Any Purchaser that notifies the BPMC that it does not want to participate in the BCD
Project,or a Purchaser that fails to provide any notice regarding participation,shall be
deemed by the BPMC to have declined its initial opportunity to participate in the BCD
Project and thereafter such Purchaser shall be a Non-Participating Purchaser.A Non-
Participating Purchaser shall have the right to participate at its BCD Share without
restriction subject to the notice requirements in Resolution 2017-02.
The BCD Share for any Non-Participating Purchaser shall be placed into a share pool
("BCD Pool”)and reallocated by the BPMC in accordance with the respective percentage
of original shares of Bradley Lake Project capacity held by the Participating Purchasers
taking into account any arrangement made by any Participating Purchaser.The
Participating Purchasers may allocate their BCD Share and/or the redistributed BCD
Shares from the BCD Pool by agreement.
The BPMC shall allocate one hundred percent (100%)of the BCD Shares at all times.
A Participating Purchaser or Non-Participating Purchaser shall have the unfettered right
to arrange for the sale or transfer of its respective BCD Share to another Participating
Purchaser and the BPMC shall honor such arrangement in the allocation process for BCD
Shares.The Participating Purchaser that receives BCD Shares through a sale or transfer
shall be responsible for all BPMC financial requirements and Call Back notice obligations
associated with the BCD Shares received through sale or transfer.
Any Purchaser desiring to maintain its respective share (or a percentage of their
respective shares)of BCD Project capacity but not immediately participate in the BCD
Project (i.e.,Non-Participating Purchasers)shall have the right to call back its respective
BCD Share by providing written notice to the BPMC ("Call Back Notice”).
A Call Back Notice must be provided to the BPMC by a Non-Participating Purchaser of its
intent to become a Participating Purchaser one year in advance of the start of the Project
Water Year,June 1*to be effective for participation in the BCD Project beginning at the
start of the next Project Water Year.A Call Back Notice provided with less than one year
in advance of the start of the Project Water Year,June 1°shall be effective for participation
in the BCD Project to begin one year from the start of the next Project Water Year.A Call
Back Notice can be made without restriction.
The Non-Participating Purchaser providing a Call Back Notice and complying with all other
obligations and responsibilities set forth in Resolution 2017-02 and this Attachment 1 shall
be able to participate at the level equal to the capacity percentage it holds in the Bradley
Lake Project (i.e.,its initial BCD Share).The BPMC shall make the necessary adjustments
to the BCD Shares held by the other Participating Purchasers to accommodate the return
of the Non-Participating Purchaser providing a valid Call Back Notice.
Page 2 of 4-First Amendment to Attachment 1 to Resolution 2017-02
12.Any Non-Participating Purchaser (or Participating Purchaser receiving BCD Shares from
a Non-Participating Purchaser through sale or transfer)providing a Call Back Notice must
reimburse the Participating Purchasers then participating in the BCD Project for the
equitable portion of the reasonable costs incurred to develop the BCD Project as
determined by the BPMC at the time the Non-Participating Purchaser chooses to
participate in the BCD Project with such reasonable development costs to include only the
Non-Participating Purchaser's pro-rata share of AEA cash calls and Interest During
Construction (IDC)paid up front by the Participating Purchasers and adjusted for the time
value of money using a discount rate equal to the long-term financing cost for the BCD
Project net the credit from the Clean Renewable Energy Bonds (CREBS).ThisreimbursementmustbepaidtotheParticipatingPurchasersbytheNon-Participating
Purchaser providing a Call Back Notice on or before May 1*prior to the Project Water
Year in which that Non-Participating Purchaser shall be eligible to participate in the BCD
Project.
C.BCD Project Cost Responsibility:
1.The amounts contributed to date towards the development of the BCD Project by the Non-
Participating Purchasers shall be reimbursed by the Participating Purchasers in amounts
determined by the BPMC within forty-five (45)days following the financing for the BCD
Project.The responsibility of payment of such costs associated with this reimbursement
shall be allocated by the BPMC to the Participating Purchasers in accordance with their
respective BCD Shares,adjusted by the amount of the BCD Share allocated from a Non-
Participating Purchaser ("Adjusted BCD Share”).
The Operator for the Bradley Lake Project will be required to develop and propose for
BPMC approval,the methodology and procedures for tracking all costs involved or
associated with the BCD Project;such approval by the BPMC shall be in accordance with
the voting requirements set forth in Resolution No.2017-02.The methodology and
procedures for tracking all costs involved or associated with the BCD Project will be
approved by the BPMC.
The BCD Project will be charged four percent (4%)of the Bradley Lake annual O&M or an
amount to be determined by a study of the impacts of the BCD Project to the Bradley Lake
Project as an Annual Project Cost.The results of the study undertaken pursuant to this
Paragraph C.3.will be approved by the affirmative vote of members whose percentage
shares of the output from the Bradley Lake Project are equal to or exceed eighty percent
(80%)of Bradley Lake Project capacity and Annual Project Costs.
Participating Purchasers will hold harmless the Non-Participating Purchasers from all of
the costs (including cost of financing)associated with the BCD Project as follows:
a.The Participating Purchasers,in accordance with their Adjusted BCD Shares,will
pay all of the costs (including cost of financing)associated with the BCD Project.
Page 3 of 4--First Amendment to Attachment 1 to Resolution 2017-02
b.The BPMC shall determine and allocate the BCD Project costs to the Participating -
Purchasers during the determination of the Annual Project Costs for the Bradley
Lake Project.
c.The costs associated with the BCD Project will be invoiced to Participating
Purchasers as a separate surcharge amount shown on a schedule similar in form
to the Schedule C accompanying the Bradley Lake Project determinations of
"Monthly Utility Contributions.”
d.Any amounts received from Participating Purchasers for the costs associated with
the BCD Project in excess of the actual costs associated with the BCD Project in
a given fiscal year will be distributed to the Participating Purchasers in accordance
with their respective Adjusted BCD Shares for that fiscal year.
e.Any additional amounts required for more than the budgeted costs associated with
the BCD Project in each fiscal year shall be the responsibility of the Participating
Purchasers in accordance with their respective Adjusted BCD Shares for that fiscal
year.
D.BCD Project Water Tracking &Allocation:
1.The Operator for the Bradley Lake Project will be required to develop for BPMC approval
the methodology and procedures for the tracking and allocation of water;such approval
by the BPMC shall be in accordance with the voting requirements set forth in Resolution
No.2017-02.
A Participating Purchaser's water rights in each fiscal year from the BCD Project will be
allocated based upon its Adjusted BCD Share.
Page 4 of 4 -First Amendment to Attachment 1 to Resolution 2017-02
bArit
Execution Copy
RESOLUTION
OF THE
BRADLEY LAKE MANAGEMENT COMMITTEE
RESOLUTION NO.2017-03
RESOLUTION AUTHORIZING THE FINANCING OF
THE BATTLE CREEK DIVERSION PROJECT AND
RELATED MATTERS
WHEREAS,pursuant to Section 13 of the 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
"Bradly Lake Project")of the Authority for the purposes and with theresponsibilitiesspecifiedbythePowerSalesAgreement;and
WHEREAS,the Bradley Lake Project was financed with proceeds of
the Authority's power revenue bonds (the "Bradley Lake Bonds”)which were
issued under,and pursuant to,the terms of the Authorityss Power Revenue
Bond Resolution,adopted on September 9,1989,as supplemented from time to
time (the "Authority's Bond Resolution”);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 Bradley Lake Project,including without
limitation,amounts required to be set aside by the Authority for payment of Debt
Service on the Bradley Lake Bonds and on additional bonds approved in
accordance with Sections 11 and 13 of the Power Sales Agreement;and
WHEREAS,the Authority's Bond Resolution authorizes the issuance of
additional bonds for purposes of financing acquisition and construction costs of
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 1
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capital improvements in connection with the Bradley Lake Project subject to
terms and conditions stated therein and in the Power Sales Agreement;and
WHEREAS,the Committee supports the development of the Battle Creek
Diversion Project (the "Battle Creek Project”)which diverts the water flow of
Battle Creek into the Bradley Lake thereby increasing the amount of water for
use by the Bradley Lake Project and therefore is a Capital Improvement in
connection with the Bradley Lake Project;and
WHEREAS,the Committee supports the issuance of additional bonds
under the Authority's Bond Resolution to finance costs of the Battle Creek
Project which thereby increases the amount of Annual Project Costs payable by
each Power Purchaser under the Power Sales Agreement,or as otherwise
agreed to by the Power Purchasers,subject to the terms and conditions of the
Power Sales Agreement;and
WHEREAS,the Committee approved Resolution No.2017-02 on
October 13,2017,as amended on December 1,2017 ("Resolution No.2017-
02”)which resolved,among other matters,that the Battle Creek Project is
"Optional Project Work”under the Power Sales Agreement;and
WHEREAS,Resolution No.2017-02 resolved also the manner in which
the costs and benefits of the Battle Creek Project will be managed and allocated
among the Power Purchasers who elect to participate in,and benefit from,the
Battle Creek Project (the "Participating Purchasers”);and
WHEREAS,Resolution No.2017-02 was approved by an affirmative vote
of at least four (4)representatives of the Power Purchasers,whose percentage
shares of the output from the Bradley Lake Project are greater than fifty-one
percent (51%),plus the affirmative vote of the Authority;and
WHEREAS,the Committee has determined that the Authority should
proceed with the financing of the Battle Creek Project by use of the Authority'sBondResolution;and
WHEREAS,Section 11 of the Power Sales Agreement provides that the
Authority will not supplement the Authority's Bond Resolution in any manner,or
adopt a new bond resolution,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 resolution adopted by the affirmative vote of the
members of the Committee whose Percentage Shares of output from the
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 2
Execution Copy
Bradley Lake Project equal or exceed eighty percent (80%)of Project Capacity
and Annual Project Costs (as such terms are defined in the Power Sales
Agreement);and
WHEREAS,the Authority's Bond Resolution will need to be
supplemented to allow for the issuance of additional bonds,the proceeds of
which will be used to finance costs of the Battle Creek Project;and
WHEREAS,the Authority's Bond Resolution requires as a condition of
the issuance of additional bonds that the Capital Reserve Fund created under
the terms of the Authority's Bond Resolution be funded such that amounts held
therein satisfy the Capital Reserve Fund Requirement;and
WHEREAS,it has been determined that establishment of the Capital
Reserve Fund supporting payment of the Battle Creek Project debt obligations
enhances the marketability of such debt obligations;and
WHEREAS,the Participating Purchasers have agreed to cash fund the
Capital Reserve Fund in an amount sufficient to satisfy the Capital Reserve
Fund Requirement as defined in the Authority's Bond Resolution;and
WHEREAS,the Committee has determined that cash funding the Capital
Reserve Fund by the Participating Purchasers is authorized by the terms and
conditions of the Power Sales Agreement generally,and specifically Section
4(d)of the Power Sales Agreement;and
WHEREAS,the Authority and the Power Purchasers have each
reviewed the Battle Creek Project financing proposal prepared by the
Authority's financial advisor,PFM Financial Advisors LLC;and
WHEREAS,the Committee has determined,on behalf of the Power
Purchasers and Authority,that financing of the Battle Creek Project may be
accomplished with the issuance of additional bonds issued under,and
pursuant to,the Authority's Bond Resolution and cash of the Participating
Purchasers,but that the aggregate principal amount of such financings shall
not exceed $47,000,000 and that the Authority and the Power Purchasers
should proceed with finalizing all the necessary documents in connection
therewith;and
WHEREAS,the Committee has determined on behalf of the Power
Purchasers and Authority that the Authority issue additional series of bonds
under,and pursuant to the terms,of the Authority's Bond Resolution in an
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 3
Execution Copy
amount not to exceed $47,000,000 (the "BCP Bonds”)for purposes of
financing costs of the Battle Creek Project,including costs of issuance of
the BCP Bonds;and
WHEREAS,the BCP Bonds will,under and pursuant to the
Authority's Bond Resolution,consist of three series of "additional bonds”as
follows,(i)not to exceed principal amount of $40,000,000 Power Revenue
Bonds (the "Series A Bonds'),(ii)not to exceed principal amount of
$1,239,000 Power Revenue Bonds (the "Series B Bonds”),and (iii)not to
exceed principal amount of $5,761,000 Power Revenue Bonds (the
"Series C Bonds');and
WHEREAS,in connection with the issuance of the BCP Bonds,the
Committee has determined on behalf of the Power Purchasers and
Authority that there is deposited into the Capital Reserve Fund an amount
sufficient to satisfy the Capital Reserve Fund Requirement,from cash
received by the Participating Purchasers benefitting from the Battle Creek
Project;and
WHEREAS,National Cooperative Services Corporation (the
"Purchaser”)has proposed to enter into a loan agreement with the Authority
in connection with each series of BCP Bonds (together,the "Loan
Agreement'),under which,among other things,subject to terms,conditions,
representations,warranties and agreements contained therein,Purchaser
agrees to purchase the BCP Bonds;and
WHEREAS,the purpose of this resolution is to provide evidence to all
parties to the Power Sales Agreement,counsel to the Committee and the
Purchaser of the BCP Bonds,of the Committee's approval on behalf of the
Power Purchasers of and to the terms of the Authority's Financing Documents
(as defined below),including funding of the Capital Reserve Fund by the
Participating Purchasers;and
WHEREAS,the Financing Agreements include the Authority's
Supplemental Resolution Nos.2017-07,2017-08 and 2017-09,authorizing the
sale,issuance and delivery of the BCP Bonds and related matters,all
substantially in the forms presented to the Committee on the date hereof as
Exhibits A,B and C,and the Purchaser's Loan Agreement,substantially in the
form presented to the Committee on the date hereof as Exhibit D;these
documents are collectively referred to herein as the "Financing Agreements';
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BPMC Resolution Authorizing Financing of BCP Page 4
Execution Copy
NOW,THEREFORE,IT IS RESOLVED BY THE COMMITTEE ON BEHALF
OF THE POWER PURCHASERS as follows:
1.General_Approval_of Financing.The Committee hereby
approves the financing of the Battle Creek Project,in an aggregate
principal amount not to exceed $47,000,000,by the issuance of BCP
Bonds,the proceeds of which will be used to pay costs of construction of
the Battle Creek Project and pay costs of issuance of the BCP Bonds.
2.Approval of Financing Documents.In connection with the
issuance of the BCP Bonds,in the aggregate principal amount not to
exceed $47,000,000,the Financing Documents are hereby approved.This
section constitutes approval of the supplements to the Authority's Bond
Resolution made in connection with the issuance of the BCP Bonds
pursuant to the Authority's Supplemental Resolution Nos.2017-07,2017-
08 and 2017-09 (collectively,the "Authority's Resolutions”)attached as
Exhibits A,B and C hereto and as required by Section 11 of the Power
Sales Agreement.
3.Payment Obligations.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 BCP Bonds
under and pursuant to the terms of the Loan Agreement,are and shall,
pursuant to Section 8(a)of the Power Sales Agreement,be specifically
included in Annual Project Costs under the Power Sales Agreement.
4.Capital Reserve Fund.In connection withthe issuance of the
BCP Bonds,the Committee hereby approves funding of the Capital
Reserve Fund by the Participating Purchasers in an amount sufficient to
satisfy the Capital Reserve Fund Requirement pursuant to the terms of
Section 4(d)of the Power Sales Agreement.Funding of the Capital
Reserve Fund in connection with the Series A Bonds and Series B Bonds
will be required on the date of issuance of such bonds.Funding of the
Capital Reserve Fund in connection with the Series C Bonds (which will
take the form of a drawdown obligation)will be required with each principal
advance under the terms of such bonds.
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 5
Execution Copy:
5.Committee's Authorized __Representative.The Committee
appoints Lee Thibert,Chief Executive Officer of Chugach Electric
Association,Inc.,as the authorized representative of the Committee (the"Authorized Representative'),and authorizes and directs him to evidence
the Committee's approval of the Loan Agreement;provided that the
aggregate principal amount of the BCP Bonds shall not exceed
$47,000,000,the interest rate of the Series A Bonds and Series B Bonds
shall be a fixed rate of interest not to exceed the sum of (y)the percentage
rate that expresses the yield to maturity of the ten (10)year on-the-run U.S.
Treasury securities,as quoted by Bloomberg data services,on or about the
date of issuance of the Bonds plus (z)plus 200 basis points per annum,and
the interest rate on the Series C Bonds shall not exceed the variable rate of
interest equal to National Cooperative Services Standard Variable Rate,as
quoted by National Cooperative Services Corporation on a daily basis,for
the first thirty-six (36)months and thereafter convert to a fixed rate of
interest not to exceed the National Cooperative Services Corporation Long
Term Fixed Rate,as quoted by National Cooperative Services Corporation
on a daily basis.Subject to the foregoing,the Authorized Representative is
further authorized to execute all other necessary documents,on behalf of
the Committee,in connection with the issuance of the BCP Bonds as may
be requested by the Authority.
6.Resolution Irrevocable.This resolution shall be irrevocable,
and each Participating Purchaser shall,pursuant to the Power Sales
Agreement,cooperate with the Authority and Purchaser and take such
actions as are reasonably required to accomplish the issuance and delivery
of the BCP Bonds,subject to all of the terms,conditions,representations,
warranties,and agreements contained in the Financing Documents.
7.Whereas Clauses.The Whereas Clauses to this resolution are
incorporated into this resolution as if fully set forth herein.
8.Capitalized Terms.Any capitalized term used and not otherwise
defined in the Whereas Clauses or this resolution shall have the meaning given
such term in Authority's Bond Resolution or the Power Purchase Agreement,as
applicable.
ADOPTED this ____day of December,2017.
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 6
Execution Copy
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 &ENERGY
COOPERATIVE,INC.12.0%
(acting on behalf of Homer Electric
Association,Inc.)
By:
Name:
Title:
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 7
MATANUSKA ELECTRIC ASSOCIATION,INC.
By:
Name:
Title:
GOLDEN VALLEY ELECTRIC
ASSOCIATION,INC.
By:
Name:
Title:
CITY OF SEWARD dba SEWARD ELECTRIC
SYSTEM
By:
Name:
Title:
ALASKA ENERGY AUTHORITY
By:
Name:
Title:
{00759248}
BPMC Resolution Authorizing Financing of BCP
Execution Copy
PERCENTAGE SHARE
OF CAPACITY AND
ANNUAL COSTS
UNDER POWER SALES
AGREEMENT
13.8%
16.9%
1.0%
Page 8
Execution Copy
EXHIBIT A
Supplemental Resolution No.2017-07
BPMC Resolution Authorizing Financing of BCP Page 9
{00759248}
Execution Copy
EXHIBIT B
Supplemental Resolution No.2017-08
BPMC Resolution Authorizing Financing of BCP Page 10
{00759248}
Execution Copy
EXHIBIT C
Supplemental Resolution No.2017-09
BPMC Resolution Authorizing Financing of BCP Page 11
{00759248}
Execution Copy
EXHIBIT D
Loan Agreements
BPMC Resolution Authorizing Financing of BCP Page 12
{00759248}
updotes|Execution Copy
RESOLUTION
OF THESofBRADLEYLAKEMANAGEMENT COMMITTEE
\RESOLUTION NO.2017-03
RESOLUTION AUTHORIZING THE FINANCING OF
THE BATTLE CREEK DIVERSION PROJECT AND
RELATED MATTERS
WHEREAS,pursuant to Section 13 of the 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
"Bradly Lake Project")of the Authority for the purposes and with theresponsibilitiesspecifiedbythePowerSalesAgreement;and
WHEREAS,the Bradley Lake Project was financed with proceeds of
the Authority's power revenue bonds (the "Bradley Lake Bonds”)which were
issued under,and pursuant to,the terms of the Authority's Power Revenue
Bond Resolution,adopted on September 9,1989,as supplemented from time to
time (the "Authority's Bond Resolution”);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 Bradley Lake Project,including without
limitation,amounts required to be set aside by the Authority for payment of Debt
Service on the Bradley Lake Bonds and on additional bonds approved in
accordance with Sections 11 and 13 of the Power Sales Agreement;and
WHEREAS,the Authority's Bond Resolution authorizes the issuance of
additional bonds for purposes of financing acquisition and construction costs of
{00765867}
BPMC Resolution Authorizing Financing of BCP Page 1
Execution Copy
capital improvements in connection with the Bradley Lake Project subject to
terms and conditions stated therein and in the Power Sales Agreement;and
WHEREAS,the Committee supports the development of the Battle Creek
Diversion Project (the "Battle Creek Project”)which diverts the water flow of
Battle Creek into the Bradley Lake thereby increasing the amount of water for
use by the Bradley Lake Project and therefore is a Capital Improvement in
connection with the Bradley Lake Project;and
WHEREAS,the Committee-ern-behalfoefthe-Power-Purchasers-and
Authority,supports the issuance of additional bonds under the Authority's Bond
Resolution to finance costs of the Battle Creek Project which thereby increases
the amount of Annual Project Costs payable by each Power Purchaser under
the Power Sales Agreement,or as otherwise agreed to by the Power
Purchasers,subject to the terms and conditions of the Power Sales Agreement;
and \
WHEREAS,the Committee app ved!Reso ution No.2017-02 onOctober13,2017,as amended on Dece ber 47 2017 ("Resolution No.2017-
02”)which resolved,among other matters,that the Battle Creek Project is
"Optional Project Work”under the Power S gGreement;and
WHEREAS,Resolution No.2017-02 resolved also the manner in which
the costs and benefits of the Battle Creek Project will be managed and allocated
among the Power Purchasers who elect to participate in,and benefit from,the
Battle Creek Project (the "Participating Purchasers”);and
WHEREAS,Resolution No.2017-02 was approved by an affirmative vote
of at least four (4)representatives of the Power Purchasers,whose percentage
shares of the output from the Bradley Lake Project are greater than fifty-one
percent (51%),plus the affirmative vote of the Authority;and
WHEREAS,the Committee has determined en-behalf-of -thePower
and_theirtrespective-customers-and_ratepayers,_and_theAuthority_that the
Authority should proceed with the financing of the Battle Creek Project by use
of the Authority's Bond Resolution;and
WHEREAS,Section 11 of the Power Sales Agreement provides that the
Authority will not supplement the Authority's Bond Resolution in any manner,or
adopt a new bond resolution,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
{00765867}
BPMC Resolution Authorizing Financing of BCP Page 2
»
Execution Copy
Purchaser without its consent unless the Committee has approved the
Authority's proposed action by resolution adopted by the affirmative vote of the
members of the Committee whose Percentage Shares of output from the
Bradley Lake Project equal or exceed eighty percent (80%)of Project CapacityandAnnualProjectCosts(as such terms are defined in the Power SalesAgreement);and
WHEREAS,the Authority's Bond Resolution will need to be
supplemented to allow for the issuance of additional bonds,the proceeds of
which will be used to finance costs of the Battle Creek Project;and
WHEREAS,the Authority's Bond Resolution requires as a condition of
the issuance of additional bonds that the Capital Reserve Fund created under
the terms of the Authority's Bond Resolution be funded such that amounts held
therein satisfy the Capital Reserve Fund Requirement;and
WHEREAS,it has been determined that establishment of the Capital
Reserve Fund supporting payment of the Battle Creek Project debt obligations
isin-the-besHnterests-ofthePowerPurchasers-and-enhances the marketability
of such debt obligations;and
WHEREAS,the Participating Purchasers have agreed to cash fund the
Capital Reserve Fund in an amount sufficient to satisfy the Capital Reserve
Fund Requirement as defined in the Authority's Bond Resolution;and
WHEREAS,the Committee has determined;ern-behalf-of-thePower
Purchasers-and-Autherity,that cash funding the Capital Reserve Fund by the
Participating Purchasers is authorized by the terms and conditions of the Power
Sales Agreement generally,and specifically Section 4(d)of the Power Sales
Agreement;and
WHEREAS,the Authority and the Power Purchasers have each
reviewed the Battle Creek Project financing proposal prepared by the
Authority's financial advisor,PFM Financial Advisors LLC;and
WHEREAS,the Committee has determined,on behalf of the Power
Purchasers and Authority,that financing of the Battle Creek Project may be
accomplished with the issuance of additional bonds issued under,and
pursuant to,the Authority's Bond Resolution and cash of the ParticipatingPurchasers,but that itisin the-bestinterests_oftheAuthorityandthePewer
Purchasers,-and_theirrespective-_customers-and_ratepayers,_that_the
aggregate principal amount of such financings shall not exceed
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BPMC Resolution Authorizing Financing of BCP Page 3
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$47,000,000 and that the Authority and the Power Purchasers should
proceed with finalizing all the necessary documents in connection therewith;
and
WHEREAS,the Committee has determined on behalf of the Power
Purchasers and Authority that i#t-is-inthe-best iaterests-oef the-PowerPurchasers,-and_theirrespective-customers-and-_ratepayers,_thatthe
Authority issue additional series of bonds under,and pursuant to the terms,
of the Authority's Bond Resolution in an amount not to exceed $47,000,000
(the "BCP Bonds”)for purposes of financing costs of the Battle Creek
Project,including costs of issuance of the BCP Bonds;and
WHEREAS,the BCP Bonds will,under and pursuant to the
Authority's Bond Resolution,consist of three series of "additional bonds”as
follows,(i)not to exceed principal amount of $40,000,000 Power Revenue
Bonds (the "Series A Bonds”),(ii)not to exceed principal amount of
$1,239,000 Power Revenue Bonds (the "Series B Bonds'),and (iii)not to
exceed principal amount of $5,761,000 Power Revenue Bonds (the
"Series C Bonds”);and
WHEREAS,in connection with the issuance of the BCP Bonds,the
Committee has determined on behalf of the Power Purchasers and
Authority that #isinthe-bestinterests_ofthePowerPurchasers,and their
respective-custemers-and_ratepayers,_that_there is deposited into the
Capital Reserve Fund an amount sufficient to satisfy the Capital Reserve
Fund Requirement,from cash received by the Participating Purchasers
benefitting from the Battle Creek Project;and
WHEREAS,National Cooperative Services Corporation (the
"Purchaser”)has proposed to enter into a loan agreement with the Authority
in connection with each series of BCP Bonds (together,the "Loan
Agreement”),under which,among other things,subject to terms,conditions,
representations,warranties and agreements contained therein,Purchaser
agrees to purchase the BCP Bonds;and
WHEREAS,the purpose of this resolution is to provide evidence to all
parties to the Power Sales Agreement,counsel to the Committee and the
Purchaser of the BCP Bonds,of the Committee's approval on behalf of the
Power Purchasers of and to the terms of the Authority's Financing Documents
(as defined below),including funding of the Capital Reserve Fund by the
Participating Purchasers;and
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BPMC Resolution Authorizing Financing of BCP Page 4
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WHEREAS,the Financing Agreements include the Authority's
Supplemental Resolution Nos.2017-07,2017-08 and 2017-09,authorizing the
sale,issuance and delivery of the BCP Bonds and related matters,all
substantially in the forms presented to the Committee on the date hereof as
Exhibits A,B and C,and the Purchaser's Loan Agreement,substantially in the
form presented to the Committee on the date hereof as Exhibit D;these
documents are collectively referred to herein as the "Financing Agreements';
NOW,THEREFORE,IT IS RESOLVED BY THE COMMITTEE ON BEHALF
OF THE POWER PURCHASERSas follows:
1.-General_Approval_of Financing.The Committee hereby
approves the financing of the Battle Creek Project,in an aggregate
principal amount not to exceed $47,000,000,by the issuance of BCP
Bonds,the proceeds of which will be used to pay costs of construction of
the Battle Creek Project and pay costs of issuance of the BCP Bonds.
2.Approval of Financing Documents.|In_connection with the
issuance of the BCP Bonds,in the aggregate principal amount not to
exceed $47,000,000,the Financing Documents are hereby approved.This
section constitutes approval of the supplements to the Authority's Bond
Resolution made in connection with the issuance of the BCP Bonds
pursuant to the Authority's Supplemental Resolution Nos.2017-07,2017-
08 and 2017-09 (collectively,the "Authority's Resolutions”)attached as
Exhibits A,B and C hereto and as required by Section 11 of the Power
Sales Agreement.
3.Payment Obligations.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 BCP Bonds
under and pursuant to the terms of the Loan Agreement,are and shall,
pursuant to Section 8(a)of the Power Sales Agreement,be specifically
included in Annual Project Costs under the Power Sales Agreement.
4,Capital Reserve Fund.In connection with the issuance of the
BCP Bonds,the Committee hereby approves funding of the Capital
Reserve Fund by the Participating Purchasers in an amount sufficient to
satisfy the Capital Reserve Fund Requirement pursuant to the terms of
Section 4(d)of the Power Sales Agreement.Funding of the Capital
Reserve Fund in connection with the Series A Bonds and Series B Bonds
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BPMC Resolution Authorizing Financing of BCP Page 5
s
Execution Copy
will be required on the date of issuance of such bonds.Funding of the
Capital Reserve Fund in connection with the Series C Bonds (which will
take the form of a drawdown obligation)will be required with each principal
advance under the terms of such bonds.
{00765867}
BPMC Resolution Authorizing Financing of BCP Page 6
Execution Copy
5.Committee's Authorized Representative.The Committee
appoints Lee Thibert,Chief Executive Officer of Chugach Electric
Association,Inc.,as the authorized representative of the Committee (the"Authorized Representative'),and authorizes and directs him to evidence
the Committee's approval of the Loan Agreement;provided that the
aggregate principal amount of the BCP Bonds shall not exceed
$47,000,000,the interest rate of the Series A Bonds and Series B Bonds
shall be a fixed rate of interest not to exceed the sum of (y)the percentage
rate that expresses the yield to maturity of the ten (10)year on-the-run U.S.
Treasury securities,as quoted by Bloomberg data services,on or about the
date of issuance of the Bonds plus (z)plus 200 basis points per annum,and
the interest rate on the Series C Bonds shall not exceed the variable rate of
interest equal to National Cooperative Services Standard Variable Rate,as
quoted by National Cooperative Services Corporation on a daily basis,for
the first thirty-six (36)months and thereafter convert to a fixed rate of
interest not to exceed the National Cooperative Services Corporation Long
Term Fixed Rate,as quoted by National Cooperative Services Corporation
on a daily basis.Subject to the foregoing,the Authorized Representative is
further authorized to execute all other necessary documents,on behalf of
the Committee,in connection with the issuance of the BCP Bonds as may
be requested by the Authority.
6.Resolution_Irrevocable.This resolution shall be irrevocable,
and each Participating Purchaser shall,pursuant to the Power Sales
Agreement,cooperate with the Authority and Purchaser and take such
actions as are reasonably required to accomplish the issuance and delivery
of the BCP Bonds,subject to all of the terms,conditions,representations,
warranties,and agreements contained in the Financing Documents.
7.Whereas Clauses.The Whereas Clauses to this resolution are
incorporated into this resolution as if fully set forth herein.
8.Capitalized Terms.Any capitalized term used and not otherwise
defined in the Whereas Clauses or this resolution shall have the meaning given
such term in Authority's Bond Resolution or the Power Purchase Agreement,as
applicable.
ADOPTED this ____day of December,2017.
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BPMC Resolution Authorizing Financing of BCP Page 7
Execution Copy
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 &ENERGY
COOPERATIVE,INC.12.0%
(acting on behalf of Homer Electric
Association,Inc.)
By:
Name:
Title:
{00765867}
BPMC Resolution Authorizing Financing of BCP Page 8
MATANUSKA ELECTRIC ASSOCIATION,INC.
By:
Name:
Title:
GOLDEN VALLEY ELECTRIC
ASSOCIATION,INC.
By:
Name:
'Title:
CITY OF SEWARD dba SEWARD ELECTRIC
SYSTEM
By:
Name:
Title:
ALASKA ENERGY AUTHORITY
{00765867}
BPMC Resolution Authorizing Financing of BCP
Execution Copy
PERCENTAGE SHARE
OF CAPACITY AND
ANNUAL COSTS
UNDER POWER SALES
AGREEMENT
13.8%
16.9%
1.0%
Page 9
Execution Copy
EXHIBIT A
Supplemental Resolution No.2017-07
BPMC Resolution Authorizing Financing of BCP Page 10
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Execution Copy
EXHIBIT B
Supplemental Resolution No.2017-08
BPMC Resolution Authorizing Financing of BCP Page 11
{00765867}
Execution Copy
EXHIBIT C
Supplemental Resolution No.2017-09
BPMC Resolution Authorizing Financing of BCP Page 12
{00765867}
Execution Copy
EXHIBIT D
Loan Agreements |
BPMC Resolution Authorizing Financing of BCP Page 13
{00765867}
(A-Res
O15)
{00755709}
ALASKA ENERGY AUTHORITY
RESOLUTION NO.2017-07
A SUPPLEMENTAL RESOLUTION AUTHORIZING
THE ISSUANCE,SALE AND DELIVERY OF
POWER REVENUE BONDS,SEVENTH SERIES
(BATTLE CREEK DIVERSION PROJECT),IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED =$40,000,000 AND DETERMINING
RELATED MATTERS
Adopted December 7,2017
TABLE OF CONTENTS
Page
ARTICLE I
Definitions and Authority
Section 101.Short Title.0...eesesssssnccssescsneessssnesesseesseessccseeeeseeeseeseecesesseeeeeseesessseesseess 1
Section 102.Definitions...........cc sessssscscessssceseessessecscesscsseecseeseeesseessecseeeseseaeessesseessaesaueees 1
Section 103.Authority for this Resolution...........ccccccsscssscssscsessssesseesseseesssecssesseeessssneeess 2
ARTICLE II
Authorization;Terms and Issuance
Section 201.Authorization,Principal Amount,Interest Rate,Designation and Series......2
Section 202.Purposes;Construction Fund;Reserve Fund.............cccesseessesssessecsesseceseessees 3
Section 203.Issue Date and Form;Book-Enttry..0.........cccccsccsssssessseeseeeceseeesenecsneeessesesseeees 3
Section 204.Places and Manner of Payment...........csccsessseesseseeceeseecesseececcescessseseeesseesees 4
Section 205.Maturities and Interest Rate...eeesccesccssesssesssececcesseeececeeseesesseceesenseeseeeees 5
Section 206.Numbers and Letters.00...escsecsecseeseeeecseesceseeeseeacenessaesseeseeseesetsaeeneenees 5
Section 207.Redemption..0..........scsccesessscssessecssacesecscesessacesscesnesuecenseseneessecneeseseaeeerseesesaeees 5
Section 208.No Redemption of Bonds from Construction Fund MoneySs.............:cs000 5
ARTICLE III
Sale and Delivery of Bonds
Section 301.Sale of Bonds.00...eee eeeessseceseescesceseesnesseeeceeeeseeteesecsaeenseeseseseenseeeeeeeesneeees 5
Section 302.Delivery of Bonds..........eeecesesseseeseeeesseeeeeceeceseeeesneenesaeceesaseneeseeseesseseeeesaee 6
ARTICLEIV
Paying Agent
Section 401.Appointment of Paving Agent.0.00.0...eesescssccsetecesssscceseseeeseseeeeceaeseeessseeees 7
ARTICLE V
Ratification
Section 501.Ratification,Confirmation and Approval.........cccecccsscsssesreceseeseessesseeeeens 7
ARTICLE VI
Effective Date
Section 601.Sixth Supplemental Resolution Effective Date...ccc ceseereeseeneeeeeneeees 7
Exhibit A Bond Terms
{00755709}i
ALASKA ENERGY AUTHORITY
RESOLUTION NO.2017-07
A SUPPLEMENTAL RESOLUTION AUTHORIZING
THE ISSUANCE,SALE AND DELIVERY OF
POWER REVENUE BONDS,SEVENTH SERIES
(BATTLE CREEK DIVERSION PROJECT),IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED =$40,000,000 AND DETERMINING
RELATED MATTERS
BE IT RESOLVED by the Board of Directors of the Alaska Energy Authority on the
7th day of December,2017 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 I
Definitions and Authority
Section 101.Short Title.This resolution may hereafter be cited by the Authority,and is
hereinafter sometimes referred to,as the "Sixth Supplemental Resolution.”
Section 102.Definitions.
(A)All defined terms contained in the Resolution shall have the same
meanings in this Sixth Supplemental Resolution as such defined terms are given in Section 102
of the Resolution.
(B)In addition,as used in this Sixth Supplemental Resolution,unless the
context shall otherwise require,the following terms shall have the following respective
meanings:
Authorized Denomination means $25,000 and integral multiples of $1.00 in excess
thereof.
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 Seventh Series Bonds.
Code means the Internal Revenue Code of 1986,as amended.
Sixth Supplemental Resolution Page 1
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Continuing Disclosure Agreement means the Continuing Disclosure Agreement,if any,
executed by the Authority and dated the date of the Bonds are issued and as it may be
amended from time to time in accordance with the terms thereof.
Designated Representative means the Authority's Executive Director,Acting Executive
Director and Chief Financial Officer.
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.
Diversion Project means the Battle Creek Diversion Project which is a Capital
Improvement approved by the Committee as Optional Project Work.
Fixed Rate of Interest means (i)the sum of (y)the percentage rate that expresses the
yield to maturity of the ten (10)year on-the-run U.S.Treasury securities,as quoted by
Bloomberg data services,on or about the date of issuance of the Bonds plus (z)175 basis points
per annum,or (ii)such other fixed rate approved by the Designated Representative pursuant to
Section 301 hereof.
Letter of Representations means the Blanket Issuer Letter of Representations dated
October 24,1997,from the Authority to DTC.
Loan Agreement means that certain loan agreement,or similar type agreement,between
the Authority and the Purchaser relating to the sale of the Bonds.
Purchaser means National Cooperative Services Corporation.
Seventh Series Bonds means the Bonds of the Authority authorized by this Sixth
Supplemental Resolution and herein designated "Power Revenue Bonds,Seventh Series.”
Section 103.Authority for this Resolution.This Sixth 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,Interest Rate,Designation and Series.
(A)In order to provide funds necessary for the purposes specified in Section 204 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 not to exceed $40,000,000.The Bonds are being
Sixth Supplemental Resolution Page 2
{00755709}
issued for the purpose of financing a portion of the costs of the Diversion Project.The Bonds of
such Series shall be designated and entitled "Power Revenue Bonds,Seventh Series (Battle
Creek Diversion Project).”
(B)The Bonds shall bear interest at the Fixed Rate of Interest.
(C)The Authority hereby designates the Bonds as "New Clean Renewable Energy
Bonds”for purposes of Section 54C(a)(3)of the Code.
(D)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:Construction Fund:Reserve Fund.
(A)The purpose for which the Bonds are being issued is to finance costs and
expenses of planning,designing,acquiring,and construction of the Diversion Project.The
Authority is of the opinion and hereby determines that the Diversion Project is an addition,
betterment or expansion of the Project.The Committee has,by resolution,deemed the Diversion
Project as Optional Project Work pursuant to the terms of the Power Sales Agreement.
(B)There is hereby established within the Construction Fund the Seventh Series
Construction Account.The Trustee shall deposit proceeds of the Bonds into the Seventh
Construction Account and shall hold such proceeds for the payment of Costs of Acquisition and
Construction of the Diversion Project in accordance with Section 503 of the Resolution;
provided,however,that the Designated Representative 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 the
Designated Representative.
(C)There is hereby established within the Capital Reserve Fund the Seventh Series
Capital Reserve Account.The Trustee shall deposit cash provided by the Authority into the
Seventh Series Capital Reserve Account and shall hold such amounts in accordance with
Section 508 of the Resolution.
Section 203.Issue Date and Form:Book-Entry.
(A)The Bonds shall be dated as of the date of delivery of the Bonds to the
Purchaser.
(B)The Bonds shall be registered initially in the name of the Purchaser of the Bonds,
and shall be issued initially in the form of a single Bond with principal installments for each
maturity.Registered ownership of the Bonds,or any portions thereof,may not thereafter be
transferred except as provided in paragraph (D)below.
Sixth Supplemental Resolution Page 3
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(C)The Authority confirms its appointment of the Trustee to serve as the Bond
Registrar under the terms of the Resolution.
(D)In the case of any transfer of ownership of the Bonds,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 with principal installments for each
maturity in the amount of such maturity or new Bonds,in Authorized Denominations,for each
maturity of Bonds then Outstanding,registered in the name of a new person,entity or
depository,or its nominee,as the case may be,all as specified in such written request.
(E)If the Bonds are subsequently 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.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;principal of 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 with the final installment of principal 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.If all the Outstanding Bonds shall subsequently be
Sixth Supplemental Resolution Page 4
{00755709}
registered in the name of "Cede &Co.,”or its registered assigns,as nominee of DTC,
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.
Section 205.Maturities and Interest Rate.The Bonds shall be issued in Authorized
Denominations,shall mature no later than July 1,2050,and shall bear interest at the Fixed Rate
of Interest,all as further determined by the Designated Representative pursuant to Section 301
hereof.
Section 206.Numbers and Letters.Bonds shall be numbered and lettered in such
manner as the Designated Representative shall determine prior to delivery thereof.
Section 207.Redemption.The Bonds shall be subject to redemption (including
redemption by application of sinking fund payments)as determined by the Designated
Representative 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 Il
Sale and Delivery of Bonds
Section 301.Sale of Bonds.
(A)The Bonds shall be sold at negotiated sale to the Purchaser pursuant to the
terms of the Loan Agreement.The Designated Representative is hereby authorized to negotiate
terms for the purchase of the Bonds,review,approve and execute the Loan Agreement,with
such terms as are approved by him or her pursuant to this Section and consistent with this Sixth
Supplemental Resolution.The Authority's financial advisor has advised the Authority that
market conditions are fluctuating and,as a result,the most favorable market conditions may
occur on a day other than a scheduled meeting date of the Authority.The Authority has
determined that it would be in the best interest of the Authority to delegate to the Designated
Representative for a limited time the authority to approve the final interest rate or rates,
interest payment dates,aggregate principal amount,terms of redemption and redemption
rights and principal amounts of each principal installment/maturity date of the Bonds.The
Designated Representative is hereby authorized to approve the final interest rate or rates,interest
payment dates,principal installment/maturity date(s),principal installments/maturities,terms of
redemption and redemption rights for the Bonds in the manner provided hereafter so long as the
aggregate principal amount of the Bonds does not exceed $40,000,000;provided,however,that
notwithstanding the foregoing the Designated Representative is not authorized,empowered,or
directed to execute or deliver the Loan Agreement until the Committee,or its designee for
the Diversion Project,shall have approved the final terms of the Loan Agreement and shall
have requested the Authority to execute and deliver the Loan Agreement.
Sixth Supplemental Resolution Page 5
{00755709}
In determining the final interest rate or rates,interest payment date or dates,aggregate
principal amount,principal installment/maturities dates,terms of redemption and redemption
rights,the Designated Representative,in consultation with Authority staff and the Authority's
financial advisor shall take into account those factors that,in his or her judgment,will result in
the most favorable terms for the Bonds,including,but not limited to current financial market
conditions and current interest rates for obligations comparable in tenor and quality to the Bonds.
Subject to the terms and conditions set forth in this Section 301,the Designated
Representative is hereby authorized to execute the final form of the Loan Agreement,upon the
Designated Representative's approval of the final interest rate or rates,interest payment dates,
aggregate principal amount,principal installments/maturities,terms of redemption and
redemption rights set forth therein.Such terms shall be set forth in Exhibit A to the Loan
Agreement and an exhibit setting forth such final terms of the Bonds shall be attached to this
Sixth Supplemental Resolution as Exhibit A,and thereby incorporated into this Sixth
Supplemental Resolution.The authority granted to the Designated Representative by this
Section 301 shall expire 90 days after the date of approval of this Sixth Supplemental
Resolution.If a Loan Agreement for the Bonds has not been executed within 90 days after the
date of final approval of this Sixth Supplemental Resolution,the authorization for the
issuance of the Bonds shall be rescinded,and the Bonds shall not be issued nor their sale
approved unless such Bonds shall have been re-authorized by resolution of the Authority.The
resolution re-authorizing the issuance and sale of such Bonds may be in the form of a new
Supplemental Resolution repealing this Sixth Supplemental Resolution in whole or in part or
may be in the form of an amendatory resolution approving a Loan Agreement or establishing
terms and conditions for the authority delegated under this Section 301.
(B)Upon the passage and approval of this Sixth Supplemental Resolution,each
Designated Representative is authorized and directed to undertake all action necessary for the
prompt execution and delivery of the Bonds to the Purchaser and to execute the Loan
Agreement and all closing certificates and documents required to effect the closing and delivery
of the Bonds in accordance with the terms of the Loan Agreement.
Section 302.Delivery of Bonds.The Chair,Vice Chair,Executive Director,Acting
Executive Director,Chief Financial Officer 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 Purchaser 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 Sixth 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
Sixth Supplemental Resolution Page 6
{00755709}
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 Loan
Agreement.
ARTICLE IV
Paying Agent
Section 401.Appointment of Paving Agent.U.S.Bank National Association is appointed
Paying Agent for the Bonds pursuant to Section 902 of the Resolution.
ARTICLE V
Ratification
Section 501.Ratification,Confirmation and Approval.Pursuant to Section 713 of
the Resolution,the Authority has assigned,pledged and transferred its rights under the Power
Sales Agreement to the Trustee for the benefit of Bondholders and further agreed to enforce its
terms.This Board hereby ratifies,approves and confirms the Power Sales Agreement as a
valid and binding obligation of the Authority and further authorizes and directs that the
Power Sales Agreement,including all amendments thereto,certified by an Authorized
Officer,be filed with the Trustee.
ARTICLE VI
Effective Date
Section 601.Sixth Supplemental Resolution Effective Date.This Sixth Supplemental
Resolution shall take effect immediately.
Supplemental Resolution approved and adopted by the Alaska Energy Authority
on December 7,2017.
ALASKA ENERGY AUTHORITY
CHAIR
[SEAL]
ATTEST:
SECRETARY
Sixth Supplemental Resolution Page 7
{00755709}
EXHIBIT A
BOND TERMS
Sixth Supplemental Resolution Page 8
{00755709}
{00764838}
ALASKA ENERGY AUTHORITY
RESOLUTION NO.2017-08
A SUPPLEMENTAL RESOLUTION AUTHORIZING
THE ISSUANCE,SALE AND DELIVERY OF
POWER REVENUE BONDS,EIGHTH SERIES
(BATTLE CREEK DIVERSION PROJECT),IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $1,239,000 AND DETERMINING
RELATED MATTERS
Adopted December 7,2017
Exhibit A
{00764838}
Page
ARTICLE I
Definitions and Authority
Section 101.Short Title..............seseaeeneseeseensenesesssensaeessaessessenessesesesasenensssensatensaaeeesaseesaeses 1
Section 102.Defimitions...0.....ce eeesceseecssesseceseessscescccssesessesesseseeseeessesecseeeeseaesseeesseceoseetense 1
Section 103.Authority for this Resolution.............cccccssccssesssseeccesceeeceeneeseceeetsnesesecesneesaes 2
ARTICLE II
Authorization;Terms and Issuance
Section 201.Authorization,Principal Amount,Interest Rate,Designation and Series......2
Section 202.Purposes;Construction Fund;Reserve Fund...............eesccesscecescetensetseesseeeee 3
Section 203.Issue Date and Form;Book-Enttry.00........cceeessscssecsseeereeeeeceeeeceseceeseeeeseeeens 3
Section 204.Places and Manner of Payment...........cc eesssssssesssssssesseesssesssscsesensesseseseseneees 4
Section 205.Maturities and Interest Rates..........cc eesesssesccsceesecsececscesrsescceeecseeeseeeeseneeees 5
Section 206.Numbers and Letters.0.0...cecsssssessscsseseeseessesssscssessssesssesesseeseeserseeneesnetees 5
Section 207.Redemption...cecsscsscssccssssscsssssscssssesesescsessnscsssonsesssecssssssesssseseseseossesensenes 5
Section 208.No Redemption of Bonds from Construction Fund Money6............:00 5
ARTICLE III
Sale and Delivery of Bonds
Section 301.Sale of Bonds.«0.0.0.0...eeeesecessssecssceseesssscccsccessscseesesesceeseeeeceseeseesseeeeteeeesaeennes 5
Section 302.Delivery of Bonds............cecsssssscesscsssssssssssseesesesenecseseesseeecsseeesnsessecenseesesenans 6
ARTICLE IV
Paying Agent
Section 401.Appointment of Paving Agent.00.0.0...essscssccersesscessseeseeessssessesessessesessnees 7
ARTICLE V
Ratification
Section 501.Ratification,Confirmation and Approval.............:cccscsssesescsseeeceeeeeeeeneees 7
ARTICLE VI
Effective Date
Section 601.Seventh Supplemental Resolution Effective Date.20.0...eeeeeeeeeeeeeees 7
Bond Terms
i
TABLE OF CONTENTS
ALASKA ENERGY AUTHORITY
RESOLUTION NO.2017-08
A SUPPLEMENTAL RESOLUTION AUTHORIZING
THE ISSUANCE,SALE AND DELIVERY OF
POWER REVENUE BONDS,EIGHTH SERIES
(BATTLE CREEK DIVERSION PROJECT),IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $1,239,000 AND DETERMINING
RELATED MATTERS
BE IT RESOLVED by the Board of Directors of the Alaska Energy Authority on the
7th day of December,2017 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 I
Definitions and Authority
Section 101.Short Title.This resolution may hereafter be cited by the Authority,and is
hereinafter sometimes referred to,as the "Seventh Supplemental Resolution.”
Section 102.Definitions.
(A)All defined terms contained in the Resolution shall have the same
meanings in this Seventh Supplemental Resolution as such defined terms are given in
Section 102 of the Resolution.
(B)In addition,as used in this Seventh Supplemental Resolution,unless the
context shall otherwise require,the following terms shall have the following respective
meanings:
Authorized Denomination means $25,000 and integral multiples of $1.00 in excess
thereof.
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 Eighth Series Bonds.
Code means the Internal Code of 1986,as amended.
Seventh Supplemental Resolution Page 1
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Continuing Disclosure Agreement means the Continuing Disclosure Agreement,if any,
executed by the Authority and dated the date of the Bonds are issued and as it may be
amended from time to time in accordance with the terms thereof.
Designated Representative means the Authority's Executive Director,Acting Executive
Director and Chief Financial Officer.
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.
Diversion Project means the Battle Creek Diversion Project which is a Capital
Improvement approved by the Committee as Optional Project Work.
Eighth Series Bonds means the Bonds of the Authority authorized by this Seventh
Supplemental Resolution and herein designated "Power Revenue Bonds,Eighth Series.”
Fixed Rate of Interest means (i)the sum of (y)the percentage rate that expresses the
yield to maturity of the ten (10)year on-the-run U.S.Treasury securities,as quoted by
Bloomberg data services,on or about the date of issuance of the Bonds plus (z)175 basis points
per annum,or (ii)such other fixed rate approved by the Designated Representative pursuant to
Section 301 hereof.
Letter of Representations means the Blanket Issuer Letter of Representations dated
October 24,1997,from the Authority to DTC.
Loan Agreement means that certain loan agreement,or similar type agreement,between
the Authority and the Purchaser relating to the sale of the Bonds.
Purchaser means National Cooperative Services Corporation.
Section 103.Authority for this Resolution.This Seventh Supplemental Resolution is
adopted pursuant to the provisions of the Act and the Resolution.
ARTICLE I
Authorization;Terms and Issuance
Section 201.Authorization,Principal Amount,Interest Rate,Designation and Series.
(A)In order to provide funds necessary for the purposes specified in Section 204 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 not to exceed $1,239,000.The Bonds are being
Seventh Supplemental Resolution Page 2
{00764838}
issued for the purpose of financing a portion of the costs of the Diversion Project.The Bonds of
such Series shall be designated and entitled "Power Revenue Bonds,Eighth Series (Battle Creek
Diversion Project).”
(B)The Bonds shall bear interest at the Fixed Rate of Interest.
(C)The Authority hereby designates the Bonds as "Qualified Energy Conservation
Bonds”for purposes of Section 54D(a)(3)of the Code.
(D)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:Construction Fund;Reserve Fund.
(A)The purpose for which the Bonds are being issued is to finance costs and
expenses of planning,designing,acquiring,and construction of the Diversion Project.The
Authority is of the opinion and hereby determines that the Diversion Project is an addition,
betterment or expansion of the Project.The Committee has,by resolution,deemed the Diversion
Project as Optional Project Work pursuant to the terms of the Power Sales Agreement.
(B)There is hereby established within the Construction Fund the Eighth Series
Construction Account.The Trustee shall deposit proceeds of the Bonds into the Eighth Series
Construction Account and shall hold such proceeds for the payment of Costs of Acquisition and
Construction of the Diversion Project in accordance with Section 503 of the Resolution;
provided,however,that the Designated Representative 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 the
Designated Representative.
(C)There is hereby established within the Capital Reserve Fund the Eighth Series
Capital Reserve Account.The Trustee shall deposit available amounts provided by the Authority
into the Eighth Series Capital Reserve Account and hold such amounts in accordance with
Section 508 of the Resolution.
Section 203.Issue Date and Form:Book-Entry.
(A)The Bonds shall be dated as of the date of delivery of the Bonds to the
Purchaser.
(B)-The Bonds shall be registered initially in the name of the Purchaser of the Bonds,
and shall be issued initially in the form of a single Bond with principal installments for each
maturity.Registered ownership of the Bonds,or any portions thereof,may not thereafter be
transferred except as provided in paragraph (D)below.
(C)The Authority confirms its appointment of the Trustee to serve as the Bond
Seventh Supplemental Resolution Page 3
{00764838}
Registrar under the terms of the Resolution.
(D)In the case of any transfer of ownership of the Bonds,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 with principal installments for each
maturity in the amount of such maturity or new Bonds,in Authorized Denominations,for each
maturity of Bonds then Outstanding,registered in the name of a new person,entity or
depository,or its nominee,as the case may be,all as specified in such written request.
(E)If the Bonds are subsequently 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.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;principal of 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 with the final installment of principal 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.If all the Outstanding Bonds shall subsequently be
registered in the name of "Cede &Co.,”or its registered assigns,as nominee of DTC,
Seventh Supplemental Resolution Page 4
{00764838}
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.
Section 205.Maturities and Interest Rates.The Bonds shall be issued in Authorized
Denominations,shall mature no later than July 1,2050,and shall bear interest at the Fixed Rate
of Interest,all as further determined by the Designated Representative pursuant to Section 301
hereof.
Section 206.Numbers and Letters.Bonds shall be numbered and lettered in such
manner as the Designated Representative shall determine prior to delivery thereof.
Section 207.Redemption.The Bonds shall be subject to redemption (including
redemption by application of sinking fund payments)as determined by the Designated
Representative 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 Il
Sale and Delivery of Bonds
Section 301.Sale of Bonds.
(A)The Bonds shall be sold at negotiated sale to the Purchaser pursuant to the
terms of the Loan Agreement.The Designated Representative is hereby authorized to negotiate
terms for the purchase of the Bonds,review,approve and execute the Loan Agreement,with
such terms as are approved by him or her pursuant to this Section and consistent with this
Seventh Supplemental Resolution.The Authority's financial advisor has advised the Authority
that market conditions are fluctuating and,as a result,the most favorable market conditions may
occur on a day other than a scheduled meeting date of the Authority.The Authority has
determined that it would be in the best interest of the Authority to delegate to the Designated
Representative for a limited time the authority to approve the final interest rate or rates,
aggregate principal amount,interest payment dates,terms of redemption and redemption
rights and principal amounts of each principal installment/maturity date of the Bonds.The
Designated Representative is hereby authorized to approve the final interest rate or rates,interest
payment dates,principal installment/maturity dates,principal installments/maturities,terms of
redemption and redemption rights for the Bonds in the manner provided hereafter so long as the
aggregate principal amount of the Bonds does not exceed $1,239,000;provided,however,that
notwithstanding the foregoing the Designated Representative is not authorized,empowered,or
directed to execute or deliver the Loan Agreement until the Committee,or its designee for
the Diversion Project,shall have approved the final terms of the Loan Agreement and shall
have requested the Authority to execute and deliver the Loan Agreement.
In determining the final interest rate or rates,interest rate payment date or dates,
Seventh Supplemental Resolution
.
Page 5
{00764838}
aggregate principal amount,principal installment/maturity dates,principal
installment/maturities,terms of redemption and redemption rights,the Designated
Representative,in consultation with Authority staff and the Authority's financial advisor shall
take into account those factors that,in his or her judgment,will result in the most favorable terms
for the Bonds,including,but not limited to current financial market conditions and current
interest rates for obligations comparable in tenor and quality to the Bonds.
Subject to the terms and conditions set forth in this Section 301,the Designated
Representative is hereby authorized to execute the final form of the Loan Agreement,upon the
Designated Representative's approval of the final interest rate or rates,interest payment dates,
ageregate principal amount,principal installment/maturities,terms of redemption and
redemption rights set forth therein.Such terms shall be set forth in Exhibit A to the Loan
Agreement and an exhibit setting forth such final terms of the Bonds shall be attached to this
Seventh Supplemental Resolution as Exhibit A,and thereby incorporated into this Seventh
Supplemental Resolution.The authority granted to the Designated Representative by this
Section 301 shall expire 90 days after the date of approval of this Seventh Supplemental
Resolution.If a Loan Agreement for the Bonds has not been executed within 90 days after the
date of final approval of this Seventh Supplemental Resolution,the authorization for the
issuance of the Bonds shall be rescinded,and the Bonds shall not be issued nor their sale
approved unless such Bonds shall have been re-authorized by resolution of the Authority.The
resolution re-authorizing the issuance and sale of such Bonds may be in the form of a new
Supplemental Resolution repealing this Seventh Supplemental Resolution in whole or in part or
may be in the form of an amendatory resolution approving a Loan Agreement or establishing
terms and conditions for the authority delegated under this Section 301.
(B)Upon the passage and approval of this Seventh Supplemental Resolution,each
Designated Representative is authorized and directed to undertake all action necessary for the
prompt execution and delivery of the Bonds to the Purchaser and to execute the Loan
Agreement and all closing certificates and documents required to effect the closing and delivery
of the Bonds in accordance with the terms of the Loan Agreement.
Section 302.Delivery of Bonds.The Chair,Vice Chair,Executive Director,the Acting
Executive Director,Chief Financial Officer 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 Purchaser 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 Seventh 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
Seventh Supplemental Resolution Page 6
{00764838}
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 Loan
Agreement.
ARTICLE IV
Paying Agent
Section 401.Appointment of Paving Agent.U.S.Bank National Association is appointed
Paying Agent for the Bonds pursuant to Section 902 of the Resolution.
ARTICLE V
Ratification
Section 501.Ratification,Confirmation and Approval.Pursuant to Section 713 of
the Resolution,the Authority has assigned,pledged and transferred its rights under the Power
Sales Agreement to the Trustee for the benefit of Bondholders and further agreed to enforce its
terms.This Board hereby ratifies,approves and confirms the Power Sales Agreement as a
valid and binding obligation of the Authority and further authorizes and directs that the
Power Sales Agreement,including all amendments thereto,certified by an Authorized
Officer,be filed with the Trustee.
ARTICLE VI
Effective Date
Section 601.Seventh Supplemental Resolution Effective Date.This Seventh
Supplemental Resolution shall take effect immediately.
Supplemental Resolution approved and adopted by the Alaska Energy Authority
on December 7,2017.
ALASKA ENERGY AUTHORITY
CHAIR
[SEAL]
ATTEST:
SECRETARY
EXHIBIT A
Seventh Supplemental Resolution Page 7
{00764838}
BOND TERMS
Seventh Supplemental Resolution Page 8
{00764838}
{00765781}
ALASKA ENERGY AUTHORITY
RESOLUTION NO.2017-08
A SUPPLEMENTAL RESOLUTION AUTHORIZING
THE ISSUANCE,SALE AND DELIVERY OF
POWER REVENUE BONDS,EIGHTH SERIES
(BATTLE CREEK DIVERSION PROJECT),IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $2;4361,239,000 AND DETERMINING
RELATED MATTERS
Adopted December 7,2017
Exhibit A
{00765781}
Page
ARTICLE I
Definitions and Authority
Section 101.Short Title.0.0...ccccssssscecsssccesesseseecesesseesseesssecsssensecssseeaeessessaseaeseaseesseteneees 1
Section 102.Definitions,2.0.0.0...scescsseeceseccesssssssececesseesseessecssnecsssesseessseeeesseesseseaeeessesaeees 1
Section 103.Authority for this Resolution..0..0......ccccscssscessessessesscesceeseescecesesseessenseseeees 2
ARTICLE II
Authorization;Terms and Issuance
Section 201.Authorization,Principal Amount,Interest Rate,Designation and Series......2
Section 202.Purposes;Construction Fund;Reserve Fund............ccssccssssssssssseseesseesseenseeses 3
Section 203.Issue Date and Form;Book-Enttry...........:..ccccssccssessssesssessseeaeessecesceeeeseeenseenes 3
Section 204.Places and Manner of Payment..............ccccccssscssssscssscecsecesseecenssesssesseeseessaeees 4
Section 205.Maturities and Interest Rates........ccc eeesccssessesecesscesecseteesseeseesseesseesseesnsesees 5
Section 206.Numbers and Letters.00.0.0...cessssscesssesesesseencesecssessecseesseseeescesseasesesaeenseenes 5
Section 207.Redemption 0.0...sesesccescsssssecceeseceeecsceseeeseenecsneeseesseseeeseesecsecsneesesseeensenees 5
Section 208.No Redemption of Bonds from Construction Fund Moneys............:.:00+5
ARTICLE III
Sale and Delivery of Bonds
Section 301.Sale of Bonds..0......eee eseessseessessssessccecscesceesceseenessecssesaeseeeseeseasenteseesaeensees 5
Section 302.Delivery of Bonds............ccccsessssscsssscsseesscesssecscesessecesescessecesasecsescsssceseseusnece 6
ARTICLEIV
Paying Agent
Section 401.Appointment of Paving Agent.0.0.0...ccccsssssccssesseesceceescenseesesscsssesesreeneees 7
ARTICLEV
Ratification
Section 501.Ratification,Confirmation and Approval.........ccccccsscsssscceteeteeeereeeseeeeeees 7
ARTICLE VI
Effective Date
Section 601.Seventh Supplemental Resolution Effective Date...........cccceeeseeeeeceneerees 7
Bond Terms
1
TABLE OF CONTENTS
ALASKA ENERGY AUTHORITY
RESOLUTION NO.2017-08
A SUPPLEMENTAL RESOLUTION AUTHORIZING
THE ISSUANCE,SALE AND DELIVERY OF
POWER REVENUE BONDS,EIGHTH SERIES
(BATTLE CREEK DIVERSION PROJECT),IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $2,4361,239,000 AND DETERMINING
RELATED MATTERS
BE IT RESOLVED by the Board of Directors of the Alaska Energy Authority on the
7th day of December,2017 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 I
Definitions and Authority
Section 101.Short Title.This resolution may hereafter be cited by the Authority,and is
hereinafter sometimes referred to,as the "Seventh Supplemental Resolution.”
Section 102.Definitions.
(A)All defined terms contained in the Resolution shall have the same
meanings in this Seventh Supplemental Resolution as such defined terms are given in
Section 102 of the Resolution.
(B)In addition,as used in this Seventh Supplemental Resolution,unless the
context shall otherwise require,the following terms shall have the following respective
meanings:
Authorized Denomination means $25,000 and integral multiples of $1.00 in excess
thereof.
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 Eighth Series Bonds.
Code means the Internal Revenue Code of 1986,as amended.
Seventh Supplemental Resolution Page 1
{00765781}
Continuing Disclosure Agreement means the Continuing Disclosure Agreement,if any,
executed by the Authority and dated the date of the Bonds are issued and as it may be
amended from time to time in accordance with the terms thereof.
Designated Representative means the Authority's Executive Director,Acting Executive
Director and Chief Financial Officer.
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.
Diversion Project means the Battle Creek Diversion Project which is a Capital
Improvement approved by the Committee as Optional Project Work.
Eighth Series Bonds means the Bonds of the Authority authorized by this Seventh
Supplemental Resolution and herein designated "Power Revenue Bonds,Eighth Series.”
Fixed Rate of Interest means (i)the sum of (y)the percentage rate that expresses the
yield to maturity of the ten (10)year on-the-run U.S.Treasury securities,as quoted by
Bloomberg data services,on or about the date of issuance of the Bonds plus (z)175 basis points .
per annum,or (ii)such other fixed rate approved by the Designated Representative pursuant to
Section 301 hereof.
Letter of Representations means the Blanket Issuer Letter of Representations dated
October 24,1997,from the Authority to DTC.
Loan Agreement means that certain loan agreement,or similar type agreement,between
the Authority and the Purchaser relating to the sale of the Bonds.
Purchaser means National Cooperative Services Corporation.
Section 103.Authority for this Resolution.This Seventh 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,Interest Rate,Designation and Series.
(A)_In order to provide funds necessary for the purposes specified in Section 204 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 not to exceed $2,4361,239,000.The Bonds are
Seventh Supplemental Resolution Page 2
{00765781}
being issued for the purpose of financing a portion of the costs of the Diversion Project.The
Bonds of such Series shall be designated and entitled "Power Revenue Bonds,Eighth Series
(Battle Creek Diversion Project).”
(B)The Bonds shall bear interest at the Fixed Rate of Interest.
ity The Authority hereby designates the Bonds as "Qualified Energy Conservation Bonds”
for purposes of Section 54D(a)(3)of the Code.
(D)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;Construction Fund;Reserve Fund.
(A)The purpose for which the Bonds are being issued is to finance costs and
expenses of planning,designing,acquiring,and construction of the Diversion Project.The
Authority is of the opinion and hereby determines that the Diversion Project is an addition,
betterment or expansion of the Project.The Committee has,by resolution,deemed the Diversion
Project as Optional Project Work pursuant to the terms of the Power Sales Agreement.
'(B)There is hereby established within the Construction Fund the Eighth Series
Construction Account.The Trustee shall deposit proceeds of the Bonds into the Eighth Series
Construction Account and shall hold such proceeds for the payment of Costs of Acquisition and
Construction of the Diversion Project in accordance with Section 503 of the Resolution;
provided,however,that the Designated Representative 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 the
Designated Representative.
(C)There is hereby established within the Capital Reserve Fund the Eighth Series
Capital Reserve Account.The Trustee shall deposit available amounts provided by the Authority
into the Eighth Series Capital Reserve Account and hold such amounts in accordance with
Section 508 of the Resolution.
Section 203.Issue Date and Form:Book-Entry.
(A)The Bonds shall be dated as of the date of delivery of the Bonds to the
Purchaser.
(B)The Bonds shall be registered initially in the name of the Purchaser of the Bonds,
and shall be issued initially in the form of a single Bond with principal installments for each
maturity.Registered ownership of the Bonds,or any portions thereof,may not thereafter be
transferred except as provided in paragraph (D)below.
Seventh Supplemental Resolution Page 3
{00765781}
(C)The Authority confirms its appointment of the Trustee to serve as the Bond
Registrar under the terms of the Resolution.
(D)In the case of any transfer of ownership of the Bonds,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 with principal installments for each
maturity in the amount of such maturity or new Bonds,in Authorized Denominations,for each
maturity of Bonds then Outstanding,registered in the name of a new person,entity or
depository,or its nominee,as the case may be,all as specified in such written request.
(E)If the Bonds are subsequently 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.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;principal of 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 with the final installment of principal 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.If all the Outstanding Bonds shall subsequently be
Seventh Supplemental Resolution Page 4
{00765781}
registered in the name of "Cede &Co.,”or its registered assigns,as nominee of DTC,
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.
Section 205.Maturities and Interest Rates.The Bonds shall be issued in Authorized
Denominations,shall mature no later than July 1,2050,and shall bear interest at the Fixed Rate
of Interest,all as further determined by the Designated Representative pursuant to Section 301
hereof.
Section 206.Numbers and Letters.Bonds shall be numbered and lettered in such
manner as the Designated Representative shall determine prior to delivery thereof.
Section 207.Redemption.The Bonds shall be subject to redemption (including
redemption by application of sinking fund payments)as determined by the Designated
Representative 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 Bonds shall be sold at negotiated sale to the Purchaser pursuant to the
terms of the Loan Agreement.The Designated Representative is hereby authorized to negotiate
terms for the purchase of the Bonds,review,approve and execute the Loan Agreement,with
such terms as are approved by him or her pursuant to this Section and consistent with this
Seventh Supplemental Resolution.The Authority's financial advisor has advised the Authority
that market conditions are fluctuating and,as a result,the most favorable market conditions may
occur on a day other than a scheduled meeting date of the Authority.The Authority has
determined that it would be in the best interest of the Authority to delegate to the Designated
Representative for a limited time the authority to approve the final interest rate or rates,
aggregate principal amount,interest payment dates,terms of redemption and redemption
rights and principal amounts of each principal installment/maturity date of the Bonds.The
Designated Representative is hereby authorized to approve the final interest rate or rates,interest
payment dates,principal installment/maturity dates,principal installments/maturities,terms of
redemption and redemption rights for the Bonds in the manner provided hereafter so long as the
aggregate principal amount of the Bonds does not exceed $2,4361,239,000;provided,however,
that notwithstanding the foregoing the Designated Representative is not authorized,
empowered,or directed to execute or deliver the Loan Agreement until the Committee,or
its designee for the Diversion Project,shall have approved the final terms of the Loan
Agreement and shall have requested the Authority to execute and deliver the Loan
Agreement.
Seventh Supplemental Resolution Page 5
{00765781}
In determining the final interest rate or rates,interest rate payment date or dates,
aggregate principal amount,principal _-installment/maturity _-_dates,principal
installment/maturities,terms of redemption and redemption rights,the Designated
Representative,in consultation with Authority staff and the Authority's financial advisor shall
take into account those factors that,in his or her judgment,will result in the most favorable terms
for the Bonds,including,but not limited to current financial market conditions and current
interest rates for obligations comparable in tenor and quality to the Bonds.
Subject to the terms and conditions set forth in this Section 301,the Designated
Representative is hereby authorized to execute the final form of the Loan Agreement,upon the
Designated Representative's approval of the final interest rate or rates,interest payment dates,
aggregate principal amount,principal installment/maturities,terms of redemption and
redemption rights set forth therein.Such terms shall be set forth in Exhibit A to the Loan
Agreement and an exhibit setting forth such final terms of the Bonds shall be attached to this
Seventh Supplemental Resolution as Exhibit A,and thereby incorporated into this Seventh
Supplemental Resolution.The authority granted to the Designated Representative by this
Section 301 shall expire 90 days after the date of approval of this Seventh Supplemental
Resolution.If a Loan Agreement for the Bonds has not been executed within 90 days after the
date of final approval of this Seventh Supplemental Resolution,the authorization for the
issuance of the Bonds shall be rescinded,and the Bonds shall not be issued nor their sale
approved unless such Bonds shall have been re-authorized by resolution of the Authority.The
resolution re-authorizing the issuance and sale of such Bonds may be in the form of a new
Supplemental Resolution repealing this Seventh Supplemental Resolution in whole or in part or
may be in the form of an amendatory resolution approving a Loan Agreement or establishing
terms and conditions for the authority delegated under this Section 301.
(B)Upon the passage and approval of this Seventh Supplemental Resolution,each
Designated Representative is authorized and directed to undertake all action necessary for the
prompt execution and delivery of the Bonds to the Purchaser and to execute the Loan
Agreement and all closing certificates and documents required to effect the closing and delivery
of the Bonds in accordance with the terms of the Loan Agreement.
Section 302.Delivery of Bonds.The Chair,Vice Chair,Executive Director,the Acting
Executive Director,Chief Financial Officer 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 Purchaser 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 Seventh 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
Seventh Supplemental Resolution Page 6
{00765781}
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 Loan
Agreement.
ARTICLEIV
Paying Agent
Section 401.Appointment of Paving Agent.U.S.Bank National Association is appointed
Paying Agent for the Bonds pursuant to Section 902 of the Resolution.
ARTICLE V
Ratification
Section 501.Ratification,Confirmation and Approval.Pursuant to Section 713 of
the Resolution,the Authority has assigned,pledged and transferred its rights under the Power
Sales Agreement to the Trustee for the benefit of Bondholders and further agreed to enforce its
terms.This Board hereby ratifies,approves and confirms the Power Sales Agreement as a
valid and binding obligation of the Authority and further authorizes and directs that the
Power Sales Agreement,including all amendments thereto,certified by an Authorized
Officer,be filed with the Trustee.
ARTICLE VI
Effective Date
Section 601.Seventh Supplemental Resolution Effective Date.This Seventh
Supplemental Resolution shall take effect immediately.
Supplemental Resolution approved and adopted by the Alaska Energy Authority
on December 7,2017.
ALASKA ENERGY AUTHORITY
CHAIR
[SEAL]
ATTEST:
SECRETARY
Seventh Supplemental Resolution Page 7
{00765781}
EXHIBIT A
BOND TERMS
Seventh Supplemental Resolution Page 8
{00765781}
{00764840}
ALASKA ENERGY AUTHORITY
RESOLUTION NO.2017-09
A SUPPLEMENTAL RESOLUTION AUTHORIZING
THE ISSUANCE,SALE AND DELIVERY OF
POWER REVENUE BONDS,NINTH SERIES
(BATTLE CREEK DIVERSION PROJECT),IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $5,761,000 AND DETERMINING
RELATED MATTERS
Adopted December 7,2017
TABLE OF CONTENTS
Page
ARTICLE I
Definitions and Authority
Section 101.Short Title.0.ee seecsscecesscsecessecesesseesseesascssesessessseeseessecsecesseesseesssseneeses 1
Section 102.Definitions...............cccssccssssssseccsseccessccesssscessneeccesseeeeseseecsesueeesesseeesseseseeseeeess 1
Section 103.Authority for this Resolution.......ccc eeccscssscsseeseccssecereceeesseesseseasesneeasenes 2
ARTICLE II
Authorization;Terms and Issuance
Section 201.Authorization,Principal Amount,Interest Rates,Designation and Series...2
Section 202.Purposes;Construction Fund;Reserve Fund............:csecssessceeseseceseeeeseeenees 3
Section 203.Issue Date and Form;Book-Entry.............cesesscseseseceeccerecsseceeceecsessessneeaeens 3
Section 204.Places and Manner of Payment.............ccsesscssstccsseeeseecsstececcssessseeesneesseees 4
Section 205.Maturities and Interest Rates..........ee esesesecsssccseceseseesccesccencessceecesseesecesseeerens 5
Section 206.Numbers and Letters.0.0...cesecsccssscscesecesscesecenecesseseseeeeeesecsscseeessreesteneeens 5
Section 207.Redemption.....0.......ese esesesesesseeeseeeeessereseecesesesseeesacceteessneseseeseeceesseeseteesseaes 5
Section 208.No Redemption of Bonds from Construction Fund Moneys............:c000 5
ARTICLE III
Sale and Delivery of Bonds
Section 301.Sale of Bonds........ee eescssccssscsseceecssceseeeseesseescessccesceesceeseessessesseesssceeensenees 5
Section 302.Delivery of Bonds...eescssesssccseceseeseesssesscesscesscesnecesceesesseessessesensenses 6
ARTICLEIV
Paying Agent
Section 401.Appointment of Paving Agent.0.0...eeccssceeesececeseeceeesecessseeeeesessseseesnees 7
ARTICLE V
Ratification
Section 501.Ratification,Confirmation and Approval............ccssccsssssesseetseeseeseeeeeee 7
ARTICLE VI
Effective Date
Section 601.Eighth Supplemental Resolution Effective Date.0.0.0....eseeeeeseeeeeseeeees 7
Exhibit A Bond Terms
{00764840}i
ALASKA ENERGY AUTHORITY
RESOLUTION NO.2017-09
A SUPPLEMENTAL RESOLUTION AUTHORIZING
THE ISSUANCE,SALE AND DELIVERY OF
POWER REVENUE BONDS,NINTH SERIES
(BATTLE CREEK DIVERSION PROJECT),IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $5,761,000 AND DETERMINING
RELATED MATTERS
BE IT RESOLVED by the Board of Directors of the Alaska Energy Authority on the
7th day of December,2017 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 I
Definitions and Authority
Section 101.Short Title.This resolution may hereafter be cited by the Authority,and is
hereinafter sometimes referred to,as the "Eighth Supplemental Resolution.”
Section 102.Definitions.
(A)All defined terms contained in the Resolution shall have the same
meanings in this Eighth Supplemental Resolution as such defined terms are given in
Section 102 of the Resolution.
(B)In addition,as used in this Eighth Supplemental Resolution,unless the
context shall otherwise require,the following terms shall have the following respective
meanings:
Authorized Denomination means $25,000 and integral multiples of $1.00 in excess
thereof.
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 Ninth Series Bonds.
Continuing Disclosure Agreement means the Continuing Disclosure Agreement,if any,
executed by the Authority and dated the date of the Bonds are issued and as it may be
amended from time to time in accordance with the terms thereof.
Eighth Supplemental Resolution Page 1
{00764840}
Conversion Date means the date on which interest on the Bonds is converted from the
Variable Rate of Interest to the Fixed Rate of Interest.
Designated Representative means the Authority's Executive Director,Acting Executive
Director and Chief Financial Officer.
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.
Diversion Project means the Battle Creek Diversion Project which is a Capital
Improvement approved by the Committee as Optional Project Work.
Fixed Rate of Interest means,on or about the Conversion Date,the fixed rate of interest
not to exceed the National Cooperative Services Corporation Long Term Fixed Rate,as quoted
by National Cooperative Services Corporation on a daily basis.
Letter of Representations means the Blanket Issuer Letter of Representations dated
October 24,1997,from the Authority to DTC.
Loan Agreement means that certain loan agreement,or similar type agreement,between
the Authority and the Purchaser relating to the sale of the Bonds.
Ninth Series Bonds means the Bonds of the Authority authorized by this Eighth
Supplemental Resolution and herein designated "Power Revenue Bonds,Ninth Series.”
Purchaser means National Cooperative Services Corporation.
Variable Rate of Interest means the variable rate of interest not to exceed the National
Cooperative Services Corporation Standard Variable Rate,as quoted by National Cooperative
Services Corporation on a daily basis.
Section 103.Authority for this Resolution.This Eighth 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,Interest Rates,Designation and Series.
(A)_In order to provide funds necessary for the purposes specified in Section 204 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 (taxable)is hereby
Eighth Supplemental Resolution Page 2
{00764840}
authorized to be issued in an aggregate principal amount not to exceed $5,761,000.The Bonds
are being issued for the purpose of financing a portion of the costs of the Diversion Project.The
Bonds of such Series shall be designated and entitled "Power Revenue Bonds,Ninth Series
(Battle Creek Diversion Project).”
(B)The Bonds will be issued in the form of a draw-down obligation to be funded over
time,as necessary,to pay costs of the Diversion Project.The Bonds will be issued and sold to the
Purchaser as a single bond and will be dated as of the date of delivery of the Bonds to the
Purchaser.The Bonds shall bear interest at the Variable Rate of Interest for the first thirty-six
months following the date of delivery of the Bonds to the Purchaser and thereafter interest on the
Bonds shall convert to,and accrue at,the Fixed Rate of Interest until maturity.
(C)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:Construction Fund;Reserve Fund.
(A)The purpose for which the Bonds are being issued is to finance costs and
expenses of planning,designing,acquiring,and construction of the Diversion Project.The
Authority is of the opinion and hereby determines that the Diversion Project is an addition,
betterment or expansion of the Project.The Committee has,by resolution,deemed the Diversion
Project as Optional Project Work pursuant to the terms of the Power Sales Agreement.
(B)There is hereby established within the Construction Fund the Ninth Series
Construction Account.The Trustee shall deposit proceeds of the Bonds into the Ninth Series
Construction Account and shall hold such proceeds for the payment of Costs of Acquisition and
Construction of the Diversion Project in accordance with Section 503 of the Resolution;
provided,however,that the Designated Representative 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 the
Designated Representative.
(C)There is hereby established within the Capital Reserve Fund the Ninth Series
Capital Reserve Account.The Trustee shall deposit available amounts provided by the Authority
into the Ninth Series Capital Reserve Account,as necessary to satisfy the Capital Reserve Fund
Requirement,and hold such amounts in accordance with Section 508 of the Resolution.
Section 203.Issue Date and Form:Book-Entry.
(A)The Bonds shall be dated as of the date of delivery of the Bonds to the
Purchaser.
(B)The Bonds shall be registered initially in the name of the Purchaser of the Bonds,
and shall be issued initially in the form of a single Bond.Registered ownership of the Bonds,
or any portions thereof,may not thereafter be transferred except as provided in paragraph (D)
Eighth Supplemental Resolution Page 3
{00764840}
below.
(C)The Authority confirms its appointment of the Trustee to serve as the Bond
Registrar under the terms of the Resolution.
(D)In the case of any transfer of ownership of the Bonds,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 with principal installments for each
maturity in the amount of such maturity or new Bonds,in Authorized Denominations,for each
installment/maturity of Bonds then Outstanding,registered in the name of a new person,entity
or depository,or its nominee,as the case may be,all as specified in such written request.
(E)If the Bonds are subsequently 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.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;principal of 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 with the final installment of principal 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
Eighth Supplemental Resolution Page 4
{00764840}
States of America which,on the respective dates of payment thereof,shall be legal tender for
the payment of public and private debts.If all the Outstanding Bonds shall subsequently be
registered in the name of "Cede &Co.,”or its registered assigns,as nominee of DTC,
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
Section 205.Maturities and Interest Rates.The Bonds shall be issued in Authorized
Denominations,shall mature no later than July 1,2050,and shall bear interest at the Variable
Rate of Interest for the three years following the date of issuance of the Bonds and then convert to
the Fixed Rate of Interest through maturity,all as further determined by the Designated
Representative pursuant to Section 301 hereof.
Section 206.Numbers _and Letters.Bonds shall be numbered and lettered in such
manner as the Designated Representative shall determine prior to delivery thereof.
Section 207.Redemption.The Bonds shall be subject to redemption (including
redemption by application of sinking fund payments)as determined by the Designated
Representative 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 II
Sale and Delivery of Bonds
Section 301.Sale of Bonds.
(A)The Bonds shall be sold at negotiated sale to the Purchaser pursuant to the
terms of the Loan Agreement.The Designated Representative is hereby authorized to negotiate
terms for the purchase of the Bonds,review,approve and execute the Loan Agreement,with
such terms as are approved by him or her pursuant to this Section and consistent with this
Eighth Supplemental Resolution.The Authority's financial advisor has advised the Authority
that market conditions are fluctuating and,as a result,the most favorable market conditions may
occur on a day other than a scheduled meeting date of the Authority.The Authority has
determined that it would be in the best interest of the Authority to delegate to the Designated
Representative for a limited time the authority to approve the final aggregate principal
amount,the principal installment(s)/maturity dates,terms of redemption and redemption rights
and principal amounts of each principal installments/maturity dates of the Bonds.The
Designated Representative is hereby authorized to approve the principal installments/maturity
date(s),interest payment dates,terms of redemption and redemption rights for the Bonds in the
manner provided hereafter so long as the aggregate principal amount of the Bonds does not
exceed $5,761,000;provided,however,that notwithstanding the foregoing the Designated
Representative is not authorized,empowered,or directed to execute or deliver the Loan
Agreement until the Committee,or its designee for the Diversion Project,shall have
Eighth Supplemental Resolution Page 5
{00764840}
approved the final terms of the Loan Agreement and shall have requested the Authority to
execute and deliver the Loan Agreement.
In determining the aggregate principal amount,interest payment dates,principal
installments/maturities dates,principal installments/maturities,terms of redemption and
redemption rights,the Designated Representative,in consultation with Authority staff and the
Authority's financial advisor shall take into account those factors that,in his or her judgment,
will result in the most favorable terms for the Bonds,including,but not limited to current
financial market conditions and current interest rates for obligations comparable in tenor and
quality to the Bonds.
Subject to the terms and conditions set forth in this Section 301,the Designated
Representative is hereby authorized to execute the final form of the Loan Agreement,upon the
Designated Representative's approval of the aggregate principal amount,interest payment
dates,principal installments/maturities dates,principal installments/maturities,terms of
redemption and redemption rights set forth therein.Such terms shall be set forth in Exhibit A
to the Loan Agreement and an exhibit setting forth such final terms of the Bonds shall be
attached to this Eighth Supplemental Resolution as Exhibit A,and thereby incorporated into
this Eighth Supplemental Resolution.The authority granted to the Designated Representative
by this Section 301 shall expire 90 days after the date of approval of this Eighth Supplemental
Resolution.If a Loan Agreement for the Bonds has not been executed within 90 days after the
date of final approval of this Eighth Supplemental Resolution,the authorization for the
issuance of the Bonds shall be rescinded,and the Bonds shall not be issued nor their sale
approved unless such Bonds shall have been re-authorized by resolution of the Authority.The
resolution re-authorizing the issuance and sale of such Bonds may be in the form of a new
Supplemental Resolution repealing this Eighth Supplemental Resolution in whole or in part or
may be in the form of an amendatory resolution approving a Loan Agreement or establishing
terms and conditions for the authority delegated under this Section 301.
(B)Upon the passage and approval of this Eighth Supplemental Resolution,each
Designated Representative is authorized and directed to undertake all action necessary for the
prompt execution and delivery of the Bonds to the Purchaser and to execute the Loan
Agreement and all closing certificates and documents required to effect the closing and delivery
of the Bonds in accordance with the terms of the Loan Agreement.
Section 302.Delivery _of Bonds.The Chair,Vice Chair,Executive Director,Acting
Executive Director,Chief Financial Officer 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 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 Purchaser,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
Eighth Supplemental Resolution Page 6
{00764840}
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 Loan Agreement.
ARTICLEIV
Paying Agent
Section 401.Appointment of Paving Agent.U.S.Bank National Associationis appointed
Paying Agent for the Bonds pursuant to Section 902 of the Resolution.
ARTICLE V
Ratification
Section 501.Ratification,Confirmation and Approval.Pursuant to Section 713 of
the Resolution,the Authority has assigned,pledged and transferred its rights under the Power
Sales Agreement to the Trustee for the benefit of Bondholders and further agreed to enforce its
terms.This Board hereby ratifies,approves and confirms the Power Sales Agreement as a
valid and binding obligation of the Authority and further authorizes and directs that the
Power Sales Agreement,including all amendments thereto,certified by an Authorized
Officer,be filed with the Trustee.
ARTICLE VI
Effective Date
Section 601.Eighth Supplemental Resolution Effective Date.This Eighth
Supplemental Resolution shall take effect immediately.
Supplemental Resolution approved and adopted by the Alaska Energy Authority
on December 7,2017.
ALASKA ENERGY AUTHORITY
CHAIR
[SEAL]
ATTEST:
SECRETARY
Eighth Supplemental Resolution Page 7
{00764840}
EXHIBIT A
BOND TERMS
Eighth Supplemental Resolution Page 8
{00764840}
{00765753}
ALASKA ENERGY AUTHORITY
RESOLUTION NO.2017-09
A SUPPLEMENTAL RESOLUTION AUTHORIZING
THE ISSUANCE,SALE AND DELIVERY OF
POWER REVENUE BONDS,NINTH SERIES
(BATTLE CREEK DIVERSION PROJECT),IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $4,8645,761,000 AND DETERMINING
RELATED MATTERS
Adopted December 7,2017
Exhibit A
{00765753}
Section 101.
Section 102.
Section 103.
TABLE OF CONTENTS
Page
ARTICLE I
Definitions and Authority
Short Title.00...ccc cescesssessseccsecseescesssesseesseecesssesssesesaeecesecessseeeseseeesseeessseceaee 1
Definitions..........:ccscccsccceecessesecesecssseessesaeeesscesssecessecenssessssesesessseeseecesseesseeees 1
Authority for this Resolution............cccccccsscssscceseccessecensecesecessessseseseeseeens 2
ARTICLE II
Authorization;Terms and Issuance
Section 201.Authorization,Principal Amount,Interest Rates,Designation and Series...2
Section 202.Purposes;Construction Fund;Reserve Fund............ccccccccssscsseceseseseeesreeesnees 3
Section 203.Issue Date and Form;Book-Enttry............c.ccscccesscsssecessccsceesscesseecssceseeeesnees 3
Section 204.Places and Manner of Payment............ccccccccsccssscesscesseeseesseceseeeesassseecseeesaees 4
Section 205.Maturities and Interest Rates.0.00...teeesseesceeceeneetecssesseessesseseesceseeseeseeseens 5
Section 206.Numbers and Letters.00...sesecscesseseessceseeeeessesecesesseeeseeeeseeeeessseneensens 5
Section 207.Redemption.............cccccssccssscessessesseeseceecestecsseesseeecessseseesesseesseesseeneecesseceneeces 5
Section 208.No Redemption of Bonds from Construction Fund Moneys...............:00 5
ARTICLE III
Sale and Delivery of Bonds
Section 301.Sale of Bonds.00.......cececcecessseesescesesseneeseesceseeseeeseeseceseessssessecsesseeseenecaeeneeees 5
Section 302.Delivery of Bonds..0.........cccscsssscsscsssescessesssesssesseseseeesesesseesesesseseeaseeseeersenes 6
ARTICLEIV
Paying Agent
Section 401.Appointment of Paving Agent............ccccsessessceessscssesscesceseesessessessseseensenes 7
ARTICLE V
Ratification
Section 501.Ratification,Confirmation and Approval...........:ccsccssceseeseesessseeseeeneeeees 7
ARTICLE VI
Effective Date
Section 601.Eighth Supplemental Resolution Effective Date...eee eeesesseeteeseees 7
Bond Terms
i
ALASKA ENERGY AUTHORITY
RESOLUTION NO.2017-09
A SUPPLEMENTAL RESOLUTION AUTHORIZING
THE ISSUANCE,SALE AND DELIVERY OF
POWER REVENUE BONDS,NINTH SERIES
(BATTLE CREEK DIVERSION PROJECT),IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $4,8645,761,000 AND DETERMINING
RELATED MATTERS
BE IT RESOLVED by the Board of Directors of the Alaska Energy Authority on the
7th day of December,2017 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 I
Definitions and Authority
Section 101.Short Title.This resolution may hereafter be cited by the Authority,and is
hereinafter sometimes referred to,as the "Eighth Supplemental Resolution.”
Section 102.Definitions.
(A)All defined terms contained in the Resolution shall have the same
meanings in this Eighth Supplemental Resolution as such defined terms are given in
Section 102 of the Resolution.
(B)In addition,as used in this Eighth Supplemental Resolution,unless the
context shall otherwise require,the following terms shall have the following respective
meanings:
Authorized Denomination means $25,000 and integral multiples of $1.00 in excess
thereof.
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 Ninth Series Bonds.
Continuing Disclosure Agreement means the Continuing Disclosure Agreement,if any,
executed by the Authority and dated the date of the Bonds are issued and as it may be
amended from time to time in accordance with the terms thereof.
Eighth Supplemental Resolution Page 1
{00765753}
Conversion Date means the date on which interest on the Bonds is converted from the
Variable Rate of Interest to the Fixed Rate of Interest.
Designated Representative means the Authority's Executive Director,Acting Executive
Director and Chief Financial Officer.
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.
Diversion Project means the Battle Creek Diversion Project which is a Capital
Improvement approved by the Committee as Optional Project Work.
Fixed Rate of Interest means,on or about the Conversion Date,the fixed rate of interest
not to exceed the National Cooperative Services Corporation Long Term Fixed Rate,as quoted
by National Cooperative Services Corporation on a daily basis.
Letter of Representations means the Blanket Issuer Letter of Representations dated
October 24,1997,from the Authority to DTC.
Loan Agreement means that certain loan agreement,or similar type agreement,between
the Authority and the Purchaser relating to the sale of the Bonds.
Ninth Series Bonds means the Bonds of the Authority authorized by this Eighth
Supplemental Resolution and herein designated "Power Revenue Bonds,Ninth Series.”
Purchaser means National Cooperative Services Corporation.
Variable Rate of Interest means the variable rate of interest not to exceed the National
Cooperative Services Corporation Standard Variable Rate,as quoted by National CooperativeServicesCorporationonadailybasis.
Section 103.Authority for this Resolution.This Eighth 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,Interest Rates,Designation and Series.
(A)In order to provide funds necessary for the purposes specified in Section 204 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 (taxable)is hereby
Eighth Supplemental Resolution Page 2
{00765753}
authorized to be issued in an aggregate principal amount not to exceed $4,8645,761,000.The
Bonds are being issued for the purpose of financing a portion of the costs of the Diversion Project.
The Bonds of such Series shall be designated and entitled "Power Revenue Bonds,Ninth
Series (Battle Creek Diversion Project).”
(B)The Bonds will be issued in the form of a draw-down obligation to be funded over
time,as necessary,to pay costs of the Diversion Project.The Bonds will be issued and sold to the
Purchaser as a single bond and will be dated as of the date of delivery of the Bonds to the
Purchaser.The Bonds shall bear interest at the Variable Rate of Interest for the first thirty-six
months following the date of delivery of the Bonds to the Purchaser and thereafter interest on the
Bonds shall convert to,and accrue at,the Fixed Rate of Interest until maturity.
(C)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:Construction Fund:Reserve Fund.
(A)The purpose for which the Bonds are being issued is to finance costs and
expenses of planning,designing,acquiring,and construction of the Diversion Project.The
Authority is of the opinion and hereby determines that the Diversion Project is an addition,
betterment or expansion of the Project.The Committee has,by resolution,deemed the Diversion
Project as Optional Project Work pursuant to the terms of the Power Sales Agreement.
(B)There is hereby established within the Construction Fund the Ninth Series
Construction Account.The Trustee shall deposit proceeds of the Bonds into the Ninth Series
Construction Account and shall hold such proceeds for the payment of Costs of Acquisition and
Construction of the Diversion Project in accordance with Section 503 of the Resolution;
provided,however,that the Designated Representative 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 the
Designated Representative.
(C)There is hereby established within the Capital Reserve Fund the Ninth Series
Capital Reserve Account.The Trustee shall deposit available amounts provided by the Authority
into the Ninth Series Capital Reserve Account,as necessary to satisfy the Capital Reserve Fund
Requirement,and hold such amounts in accordance with Section 508 of the Resolution.
Section 203.Issue Date and Form;Book-Entry.
(A)The Bonds shall be dated as of the date of delivery of the Bonds to the
Purchaser.
(B)The Bonds shall be registered initially in the name of the Purchaser of the Bonds,
and shall be issued initially in the form of a single Bond.Registered ownership of the Bonds,
or any portions thereof,may not thereafter be transferred except as provided in paragraph (D)
Eighth Supplemental Resolution Page 3
{00765753}
below.
(C)The Authority confirms its appointment of the Trustee to serve as the Bond
Registrar under the terms of the Resolution.
(D)In the case of any transfer of ownership of the Bonds,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 with principal installments for each
maturity in the amount of such maturity or new Bonds,in Authorized Denominations,for each
installment/maturity of Bonds then Outstanding,registered in the name of a new person,entity
or depository,or its nominee,as the case may be,all as specified in such written request.
(E)If the Bonds are subsequently 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.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;principal of 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 with the final installment of principal 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
Eighth Supplemental Resolution Page 4
{00765753}
States of America which,on the respective dates of payment thereof,shall be legal tender for
the payment of public and private debts.If all the Outstanding Bonds shall subsequently be
registered in the name of "Cede &Co.,”or its registered assigns,as nominee of DTC,
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
Section 205.Maturities and Interest Rates.The Bonds shall be issued in Authorized
Denominations,shall mature no later than July 1,2050,and shall bear interest at the Variable
Rate of Interest for the three years following the date of issuance of the Bonds and then convert to
the Fixed Rate of Interest through maturity,all as further determined by the Designated
Representative pursuant to Section 301 hereof.
Section 206.Numbers and Letters.Bonds shall be numbered and lettered in such
manner as the Designated Representative shall determine prior to delivery thereof.
Section 207.Redemption.The Bonds shall be subject to redemption (including
redemption by application of sinking fund payments)as determined by the Designated
Representative 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 HI
Sale and Delivery of Bonds
Section 301.Sale of Bonds.
(A)|The Bonds shall be sold at negotiated sale to the Purchaser pursuant to the
terms of the Loan Agreement.The Designated Representative is hereby authorized to negotiate
terms for the purchase of the Bonds,review,approve and execute the Loan Agreement,with
such terms as are approved by him or her pursuant to this Section and consistent with this
Eighth Supplemental Resolution.The Authority's financial advisor has advised the Authority
that market conditions are fluctuating and,as a result,the most favorable market conditions may
occur on a day other than a scheduled meeting date of the Authority.The Authority has
determined that it would be in the best interest of the Authority to delegate to the Designated
Representative for a limited time the authority to approve the final aggregate principal
amount,the principal installment(s)/maturity dates,terms of redemption and redemption rights
and principal amounts of each principal installments/maturity dates of the Bonds.The
Designated Representative is hereby authorized to approve the principal installments/maturity
date(s),interest payment dates,terms of redemption and redemption rights for the Bonds in the
manner provided hereafter so long as the aggregate principal amount of the Bonds does not
exceed $4,8645,761,000;provided,however,that notwithstanding the foregoing the
Designated Representative is not authorized,empowered,or directed to execute or deliver
the Loan Agreement until the Committee,or its designee for the Diversion Project,shall
Eighth Supplemental Resolution Page 5
{00765753}
have approved the final terms of the Loan Agreement and shall have requested the Authority
to execute and deliver the Loan Agreement.
In determining the aggregate principal amount,interest payment dates,principal
installments/maturities dates,principal installments/maturities,terms of redemption and
redemption rights,the Designated Representative,in consultation with Authority staff and the
Authority's financial advisor shall take into account those factors that,in his or her judgment,
will result in the most favorable terms for the Bonds,including,but not limited to current
financial market conditions and current interest rates for obligations comparable in tenor and
quality to the Bonds.
Subject to the terms and conditions set forth in this Section 301,the Designated
Representative is hereby authorized to execute the final form of the Loan Agreement,upon the
Designated Representative's approval of the aggregate principal amount,interest payment
dates,principal installments/maturities dates,principal installments/maturities,terms of
redemption and redemption rights set forth therein.Such terms shall be set forth in Exhibit A
to the Loan Agreement and an exhibit setting forth such final terms of the Bonds shall be
attached to this Eighth Supplemental Resolution as Exhibit A,and thereby incorporated into
this Eighth Supplemental Resolution.The authority granted to the Designated Representative
by this Section 301 shall expire 90 days after the date of approval of this Eighth Supplemental
Resolution.If a Loan Agreement for the Bonds has not been executed within 90 days after the
date of final approval of this Eighth Supplemental Resolution,the authorization for the
issuance of the Bonds shall be rescinded,and the Bonds shall not be issued nor their sale
approved unless such Bonds shall have been re-authorized by resolution of the Authority.The
resolution re-authorizing the issuance and sale of such Bonds may be in the form of a new
Supplemental Resolution repealing this Eighth Supplemental Resolution in whole or in part or
may be in the form of an amendatory resolution approving a Loan Agreement or establishing
terms and conditions for the authority delegated under this Section 301.
(B)Upon the passage and approval of this Eighth Supplemental Resolution,each
Designated Representative is authorized and directed to undertake all action necessary for the
prompt execution and delivery of the Bonds to the Purchaser and to execute the Loan
Agreement and all closing certificates and documents required to effect the closing and delivery
of the Bonds in accordance with the terms of the Loan Agreement.
Section 302.Delivery of Bonds.The Chair,Vice Chair,Executive Director,Acting
Executive Director,Chief Financial Officer 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 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 Purchaser,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
Eighth Supplemental Resolution Page 6
{00765753}
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 Loan Agreement.
ARTICLE IV
Paying Agent
Section 401.Appointment of Paving Agent.U.S.Bank National Association is appointed
Paying Agent for the Bonds pursuant to Section 902 of the Resolution.
ARTICLE V
Ratification
Section 501.Ratification,Confirmation and Approval.Pursuant to Section 713 of
the Resolution,the Authority has assigned,pledged and transferred its rights under the Power
Sales Agreement to the Trustee for the benefit of Bondholders and further agreed to enforce its
terms.This Board hereby ratifies,approves and confirms the Power Sales Agreement as a
valid and binding obligation of the Authority and further authorizes and directs that the
Power Sales Agreement,including all amendments thereto,certified by an Authorized
Officer,be filed with the Trustee.
ARTICLE VI
Effective Date
Section 601.Eighth Supplemental Resolution Effective Date.This Eighth
Supplemental Resolution shall take effect immediately.
Supplemental Resolution approved and adopted by the Alaska Energy Authority
on December 7,2017.
ALASKA ENERGY AUTHORITY
CHAIR
[SEAL]
ATTEST:
SECRETARY
Eighth Supplemental Resolution Page 7
{00765753}
EXHIBIT A
BOND TERMS
Eighth Supplemental Resolution Page 8
{00765753}
Bradley Lake Project Management Committee -Alaska Online Public Notices Page 1 of 1
STATUS:Active
Bradley Lake Project Management Committee
ALASKA ENERGY AUTHORITY (AEA)
Bradley Lake Project Management Committee
Notice is hereby given that the Bradley Lake Project Management Committee will hold a meeting on Wednesday,
December 6,2017 at 10:00 a.m.
For additional information contact Teri Webster at 907-771-3074.This meeting will be conducted by electronic
media pursuant to AS 44.62.310 at the following location:
Alaska Energy Authority Board Conference Room,813 West Northern Lights Boulevard,Anchorage,Alaska;
A teleconference line has been set up for those unable to attend in person.Dial 1-888-585-9008,Enter Code
467-050-126#.
The public is invited to attend.The State of Alaska (AEA)complies with Title Il of the Americans with Disabilities
Act of 1990.Disabled persons requiring special modifications to participate should contact AEA staff at 907-
771-3074 to make arrangements.
Attachments,History,Details
Attachments Details
None
.Commerce,Community andDepartment:Economic Development
Revision History Category:Public Notices
Created 11/22/2017 2:55:02 PM by rocatoney.statewidetawebsteratlon{s).wl
Modified 11/22/2017 2:55:42 PM by [Details]Project/Regulation #:
tawebster
Publish Date:11/22/2017
Archive Date:12/7/2017
Events/Deadlines:
https://aws.state.ak.us/OnlinePublicNotices/Notices/View.aspx?id=187898 11/22/2017
Bradley Lake Project Management Committee -Alaska Online Public Notices Page 1 of 1
STATUS:Active
Bradley Lake Project Management Committee
ALASKA ENERGY AUTHORITY (AEA)
Bradley Lake Project Management Committee
Notice is hereby given that the Bradley Lake Project Management Committee will hold a meeting on Wednesday,
December 6,2017 at 10:00 a.m..
For additional information contact Teri Webster at 907-771-3074.This meeting will be conducted by electronic
media pursuant to AS 44.62.310 at the following location:
Alaska Energy Authority Board Conference Room,813 West Northern Lights Boulevard,Anchorage,Alaska;
A teleconference line has been set up for those unable to attend in person.Dial 1-888-585-9008,Enter Code
467-050-126#.
The public is invited to attend.The State of Alaska (AEA)complies with Title Il of the Americans with Disabilities
Act of 1990.Disabled persons requiring special modifications to participate should contact AEA staff at 907-
771-3074 to make arrangements.
Attachments,History,Details
Attachments Details
BPMC Agenda 1 2-G.pcf Department:Economie Development and
Revision History Category:Public Notices
Created 11/22/2017 2:55:02 PM by Sub-Category:
tawebster Location(s):Statewide
Modified 11/22/2017 2:55:42 PM by [Details]Project/Regulation #:
tawebster
Modified 12/5/2017 12:32:18 PM by [Details]Publish Date:11/22/2017
tawebster Archive Date:12/7/2017
Events/Deadlines:
https://aws.state.ak.us/OnlinePublicNotices/Notices/View.aspx?id=187898 12/5/2017
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEEiAREGULARMEETING
AGENDA
Wednesday,December 6,2017
10:00 a.m.
Alaska Energy Authority's Board Room
813 West Northern Lights Boulevard,Anchorage,AK
To participate by phone,dial 1-888-585-9008 and use code 467 050 126.
1.CALL TO ORDER
2,ROLL CALL FOR COMMITTEE MEMBERS
3.PUBLIC ROLL CALL
4.PUBLIC COMMENTS
5.|AGENDA APPROVAL
6.NEW BUSINESS
Battle Creek Diversion Project
A.Review of Battle Creek Resolutions
°2°4 Amendment to Res 2017-02
e Amendment to Attachment for 2017-02
e Battle Creek Res 2017-03
Attachments to 2017-03:
e Res 2017-07 -$40M
°Res 2017-08 -$1.2M
e Res 2017-09 -$5.7M
°Loan Agreements
B.Executive Session to discuss Financing Terms
C.Approval of Battle Creek Financing
7.COMMITTEE ASSIGNMENTS
8.MEMBERS COMMENTS
9.NEXT MEETING DATE -January 19,2018
10.ADJOURNMENT
AC go yn het
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE
REGULAR MEETING
AGENDA
Wednesday,December 6,2017
10:00 a.m.
Alaska Energy Authority's Board Room
813 West Northern Lights Boulevard,Anchorage,AK
To participate by phone,dial 1-888-585-9008 and use code 467 050 126.
10.
CALL TO ORDER
ROLL CALL FOR COMMITTEE MEMBERS
PUBLIC ROLL CALL
PUBLIC COMMENTS
AGENDA APPROVAL
NEW BUSINESS
Battle Creek Diversion Project
A.Review of Battle Creek Resolutions
\ocnw™AN 2"4 Amendment to Res 2017-02
e Amendment to Attachment for 2017-02om-Battle Creek Res 2017-03
Attachments to 2017-03:
°Res 2017-07 --$40M
°Res 2017-08 -$1.2M
°Res 2017-09 -$5.7M
°Loan Agreements
B pateative Session to discuss Financing Terms Wo
C.Approval of Battle Creek Financing w.\\Gowmtte *O BCD *
COMMITTEE ASSIGNMENTS nove
MEMBERS COMMENTS
NEXT MEETING DATE January 19,2018
ADJOURNMENT
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ee Thibert,Vice Chair |CEA ""Burke Wick
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-_JTony Izzo MEA Tony ZellersPronarkJohnstonMLP_ Jeff Warner
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Public Members COUNSEL
CEA Brian Hickey (CEA):
Kirk Gibson,McDowell Rackner &Gibson
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Mark Johnson (CEA)_}Brian Bjorkquist,Dept.of Law
_-Sherri Higher (CEA)
-Raut Risse 466A):|AEA :S_Brénda Applegate -
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_7 Alan Owens (HEA)_locelya Gardner=
reNvateas Emily Hutchinson (HEA)Brand-white-
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MLP |Anna-HendersortMicP)_-Teri Webster
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GVEA Ron WeotH{GVEA)Kirk Wearrerr
|Pete-Sarauer (GVEAT JohnSpringsteen
MEA Jim Brooks (MEA)
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Materie-teavitt
_-David Pease (MEA)
:Jessica Houston -
Public __-Bernie Smith
GrystaHenkvis (APA}
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_a "7 Fred Eoff (PFM)cindy Cartledge (JDO)
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BRADLE PROJECT MANAGEMENT COMMITTEE
REGULAR MEETING
AGENDA
Wednesday,December 6,2017
10:00 a.m.
Alaska Energy Authority's Board Room
813 West Northern Lights Boulevard,Anchorage,AK
To participate by phone,dial 1-888-585-9008 and use code 467 050 126.
1.CALL TO ORDER
2.ROLL CALL FOR COMMITTEE MEMBERS
3.PUBLIC ROLL CALL
4.PUBLIC COMMENTS
5.AGENDA APPROVAL
6.NEW BUSINESS
Battle Creek Diversion Project
A.Review of Battle Creek Resolutions
B.Executive Session to discuss Financing Terms
C.Approval of Battle Creek Financing
7.COMMITTEE ASSIGNMENTS
8.MEMBERS COMMENTS
9.NEXT MEETING DATE --January 19,2018
10.ADJOURNMENT
FIRST AMENDMENT
ATTACHMENT 1
RESOLUTION NO.2017-02
OF
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE
Battle Creek Diversion Project Framework
The costs and benefits of the Battle Creek Diversion Project ("BCD Project”)shall be managed in
accordance with the Second Amendment to Resolution No.2017-02 and this First Amendment to
Attachment 1 to Resolution No.2017-02,Battle Creek Diversion Project Framework ("Attachment
1”),as follows:
A.General Applicability of Bradley Lake Project Provisions:
1.The provisions of the Power Sales Agreement and any of the documents,agreements,
and understanding generally referred to as the Bradley Lake Agreements,where
applicable,will be used to manage the energy generated and delivered from the BCD
Project.
Subject to the rights held by the Alaska Energy Authority,the BPMC will be the final arbiter
on any issue involving the BCD Project and the Bradley Lake Project and/or the
Purchasers,and any such issues shall be resolved in accordance with the voting
requirements set forth in the Second Amendment to Resolution No.2017-02 and the
Dispute Resolution provisions of the BPMC Bylaws.
For purposes of governance of any conflicts,the terms and conditions of the Second
Amendment to Resolution No.2017-02,will control over this Attachment 1,which will
control over the BPMC Bylaws.
B.BCD Project Capacity:
1.The original shares of Bradley Lake Project capacity,i.e.,Chugach (30.4%),GVEA
(16.9%),HEA (12.0%),ML&P (25.9%),MEA (13.8%),and Seward (1.0%)will not change
in any manner by Resolution 2017-02 and this Attachment 1.
Each Purchaser shall have the right to participate in the BCD Project at the same
percentage that it holds capacity in the Bradley Lake Project subject to Resolution No.
2017-02 and this Attachment 1.
The right to the capacity of the BCD Project shall initially be allocated to all Purchasers in
accordance with their respective shares of Bradley Lake Project capacity (hereinafter
referred to as their "BCD Share').
{900344944}Page 1 of 4 -First Amendment to Attachment 1 to Resolution 2017-02
4.To participate in the BCD Project each Purchaser must expressly so notify the BPMC in
writing by November-30December 6,2017,indicating it wants to maintain its allocated
BCD Share (or a specific percentage of its total allocated BCD Share)of BCD Project
capacity.
5.Any Purchaser that notifies the BPMC that it does not want to participate in the BCD
Project,or a Purchaser that fails to provide any notice regarding participation,shall be
deemed by the BPMC to have declined its initial opportunity to participate in the BCD
Project and thereafter such Purchaser shall be a Non-Participating Purchaser.A Non-
Participating Purchaser shall have the right to participate at its BCD Share without
restriction subject to the notice requirements in Resolution 2017-02.
6._The BCD Share for any Non-Participating Purchaser shall be placed into a share pool
("BCD Pool”)and reallocated by the BPMC in accordance with the respective percentage
of original shares of Bradley Lake Project capacity held by the Participating Purchasers
taking into account any arrangement made by any Participating Purchaser.The
Participating Purchasers may allocate their BCD Share and/or the redistributed BCD
Shares from the BCD Pool by agreement.
6.7.The BPMC shall allocate one hundred percent (100%)of the BCD Shares at all
times.
48.A Participating Purchaser or Non-Participating Purchaser shall have the unfettered
right to arrange for the sale or transfer of its respective BCD Share to another Participating
Purchaser and the BPMC shall honor such arrangement in the allocation process for BCD
Shares.The Participating Purchaser that receives BCD Shares through a sale or transfer
shall be responsible for all BPMC financial requirements and Call Back notice obligations
associated with the BCD Shares received through sale or transfer.
8.9.Any Purchaser desiring to maintain its respective share (or a percentage of their
respective shares)of BCD Project capacity but not immediately participate in the BCD
Project (i.e.,Non-Participating Purchasers)shall have the right to call back its respective
BCD Share by providing written notice to the BPMC ("Call Back Notice').
9.10.A Call Back Notice must be provided to the BPMC by a Non-Participating
Purchaser of its intent to become a Participating Purchaser one year in advance of the
start of the Project Water Year,June 1°to be effective for participation in the BCD Project
beginning at the start of the next Project Water Year.A Call Back Notice provided with
less than one year in advance of the start of the Project Water Year,June 1°shall be
effective for participation in the BCD Project to begin one year from the start of the next
Project Water Year.A Call Back Notice can be made without restriction.
40-11.The Non-Participating Purchaser providing a Call Back Notice and complying with
all other obligations and responsibilities set forth in Resolution 2017-02 and this
Attachment 1 shall be able to participate at the level equal to the capacity percentage it
holds in the Bradley Lake Project (i.e.,its initial BCD Share).The BPMC shall make the
necessary adjustments to the BCD Shares held by the other Participating Purchasers to
{9003449444 Page 2 of 4-First Amendment to Attachment 1 to Resolution 2017-02
accommodate the return of the Non-Participating Purchaser providing a valid Call Back
Notice.
44.12.Any Non-Participating Purchaser (or Participating Purchaser receiving BCD
Shares from a Non-Participating Purchaser through sale or transfer)providing a Call Back
Notice must reimburse the Participating Purchasers then participating in the BCD Project
for the equitable portion of the reasonable costs incurred to develop the BCD Project as
determined by the BPMC at the time the Non-Participating Purchaser chooses to
participate in the BCD Project with such reasonable development costs to include
onlyineluding the Non-Participating Purchaser's pro-rata share of AEA cash calls and
Interest During Construction (IDC)paid up front by the Participating Purchasers and
adjusted for the time value of money using a discount rate equal to the long-term financing
cost for the BCD Project net the credit from the Clean Renewable Energy Bonds (CREBS).
This reimbursement must be paid to the Participating Purchasers by the Non-Participating
Purchaser providing a Call Back Notice on or before May 1*prior to the Project Water
Year in which that Non-Participating Purchaser shall be eligible to participate in the BCD
Project.
C.BCD Project Cost Responsibility:
1.The amounts contributed to date towards the development of the BCD Project by the Non-
Participating Purchasers shall be reimbursed by the Participating Purchasers in amounts
determined by the BPMC within forty-five (45)days following the financing for the BCD
Project.The responsibility of payment of such costs associated with this reimbursement
shall be allocated by the BPMC to the Participating Purchasers in accordance with their
respective BCD Shares,adjusted by the amount of the BCD Share allocated from a Non-
Participating Purchaser ("Adjusted BCD Share').
The Operator for the Bradley Lake Project will be required to develop and propose for
BPMC approval,the methodology and procedures for tracking all costs involved or
associated with the BCD Project;such approval by the BPMC shall be in accordance with
the voting requirements set forth in Resolution No.2017-02.The methodology and
procedures for tracking all costs involved or associated with the BCD Project will be
approved by the BPMC.
The BCD Project will be charged four percent (4%)of the Bradley Lake annual O&M or an
amount to be determined by a study of the impacts of the BCD Project to the Bradley Lake
Project_as_an Annual Project Cost.The results of the study undertaken pursuant to thisParagraphC.3.will be approvedsby the affirmative vote wpe whose percentagesharesoftheoutputfromtheBradleyLakeProjectareequaltoorexceedeightypercent
(80%)of Bradley Lake Project capacity and Annual Projegt Costs.
Participating Purchasers will hold harmless the Non-Participating Purchasers from all of
the costs (including cost of financing)associated with the BCD Project as follows:
{90034494.44 Page 3 of 4-First Amendment to Attachment 1 to Resolution 2017-02
The Participating Purchasers,in accordance with their Adjusted BCD Shares,will
pay all of the costs (including cost of financing)associated with the BCD Project.
The BPMC shall determine and allocate the BCD Pproject costs to the Participating
Purchasers during the determination of the Annual Project Costs for the Bradley
Lake Project.
The costs associated with the BCD Project will be invoiced to Participating
Purchasers as a separate surcharge amount shown on a schedule similar in form
to the Schedule C accompanying the Bradley Lake Project determinations of
"Monthly Utility Contributions.”
Any amounts received from Participating Purchasers for the costs associated with
the BCD Project in excess of the actual costs associated with the BCD Project in
a given fiscal year will be distributed to the Participating Purchasers in accordance
with their respective Adjusted BCD Shares for that fiscal year.
Any additional amounts required for more than the budgeted costs associated with
the BCD Project in each fiscal year shall be the responsibility of the Participating
Purchasers in accordance with their respective Adjusted BCD Shares for that fiscal
year.
D.BCD Project Water Tracking &Allocation:
1.The Operator for the Bradley Lake Project will be required to develop for BPMC approval
the methodology and procedures for the tracking and allocation of water;such approval
by the BPMC shall be in accordance with the voting requirements set forth in Resolution
No.2017-02.
2.A Participating Purchaser's water rights in each fiscal year from the BCD Project will be
allocated based upon its Adjusted BCD Share.
{00034494.4}Page 4 of 4 -First Amendment to Attachment 1 to Resolution 2017-02
RESOLUTION
OF
BRADLEY LAKE PROJECT MANAGEMENT COMMITTEE
FIRST-SECOND AMENDMENT
t1O
RESOLUTION NO.2017 -02:Battle Creek Diversion Project
Introduction:The Bradley Lake Project Management Committee ("BPMC')is considering the
development of a project to divert the water flows of Battle Creek into Bradley Lake to increase
the water for use by the Bradley Lake Hydroelectric Project ("Bradley Lake Project”).All
Purchasers are supportive of the expansion of the capabilities of the Bradley Lake Project through
the development of the Battle Creek Diversion Project ("BCD Project”).While all Purchasers wish
for the BCD Project to move forward,all Purchasers may not want to participate in the BCD
Project.The activities of the BPMC regarding the BCD Project are authorized as Optional Project
Work under the Power Sales Agreement.
Purpose of Resolution No.2017-02:Resolution No.2017-02,and Attachment 1 to Resolution
No.2017-02 Battle Creek Diversion Project Framework,set forth the terms and conditions under
which participation in the costs and benefits of the BCD Project as Optional Project Work under
the Power Sales Agreement will be managed by the BPMC.
Purpose of First-Second Amendment to Resolution No.2017-02:The First-Second
Amendment to Resolution 2017-02;Battle Creek Diversionn Project |is made°tort clarify the time
allow for the sale or transfer of BCD Shares from a Non-Participating Purchaser to a Participating
Purchaser.Note:The sale or transfer of BCD Shares from _a Participating Purchaser to a
Participating Purchaser is already allowed under theprovisions in the original Resolution 2017-
02 which provisions have not been changed.
Definitions:In addition to the definitions contained in Power Sales Agreement,the following
definitions are used as part of this Resolution 2017-02 and Attachment 1:
"Non-Participating Purchaser”means a Purchaser that is not participating in the BCD Project.
"Participating Purchaser”means a Purchaser participating in the development of the BCD Project.
RESOLUTION NO.2017-02
WHEREAS,Chugach Electric Association,Inc.("Chugach”),Golden Valley Electric
Association,Inc.("GVEA”),Homer Electric Association,Inc.("HEA”),the Municipality of
Anchorage d/b/a Municipal Light and Power ("ML&P”),Matanuska Electric Association,Inc.
('MEA'),and the City of Seward ("Seward”),are the purchasers of the power generated by
{00031493.3}Page 1 of 4 --Second Amendment to Resolution 2017-02;Battle Creek Diversion Project
Bradley Lake Project under the Power Sales Agreement (hereinafter referred to jointly as the
"Purchasers”and individually as a "Purchaser'):
WHEREAS,the Purchasers along with the Alaska Energy Authority ("AEA”)constitute
the BPMC;
WHEREAS,the BPMC has authorized preliminary work comprised of completing design,
environmental,and bid-related documents on the BCD Project as Optional Project Work under
the Power Sales Agreement;
WHEREAS,the BCD Project is designed to supplement the water available for the Bradley
Lake Project and the BCD Project will be using the facilities of the Bradley Lake Project,the BPMC
will oversee and manage all aspects of the use of facilities of the Bradley Lake Project under the
BPMC's authority provided by the Power Sales Agreement;
WHEREAS,all Purchasers support the development of the BCD Project;
WHEREAS,AEA is now moving forward with obtaining financing of the BCD Project;
WHEREAS,not all Purchasers may want to participate in the development and resulting
benefits of the BCD Project at this time;
WHEREAS,Purchasers desire an arrangement under which a Purchaser not wishing to
participate in the BCD Project now can preserve the ability to participate in the BCD Project at a
later date;
WHEREAS,the Participating Purchasers wish to hold harmless the Non-Participating
Purchasers from incurring any costs associated with the development of the BCD Project;
WHEREAS,the Participating Purchasers shall reimburse the Non-Participating
Purchasers for any amounts previously advanced by a Non-Participating Purchasers;
WHEREAS,the Participating Purchasers wish to provide an opportunity for the Non-
Participating Purchasers to participate in the BCD Project later so long as the Non-Participating
Purchasers reimburse the Participating Purchasers for an equitable portion of the reasonable
costs incurred to develop the BCD Project prior to the time their respective participation begins;
WHEREAS,the development and financing of the BCD Project will be required to have no
effect on the Bradley Lake Project Power Revenue Bond Resolution ("Bond”)and related bond
covenants associated with the Bradley Lake Project;
WHEREAS,this Resolution No.2017-02 along with the Power Sales Agreement and the
BPMC Bylaws provide the authorization for the BPMC to manage the allocation of costs and
benefits of the BCD Project to Participating Purchasers as well asincluding the determination of
the equitable costs to be paid by a Non-Participating Purchaser to a Participating Purchaser
should the Non-Participating Purchaser choose to participate in the BCD Project at a later date;
WHEREAS,approval of the BCD Project as Optional Project Work under the Power Sales
Agreement will require the affirmative vote of at least four (4)representatives of the Purchasers,
whose percentage shares of the output from the Bradley Lake Project are greater than fifty-one
percent (51%),plus the affirmative vote of the AEA;and,
{00031493.3}Page 2 of 4 --Second Amendment to Resolution 2017-02;Battle Creek Diversion Project
WHEREAS,approval for the financing of the BCD Project as Optional Project Work under
the Power Sales Agreement will require the affirmative vote of members whose percentage
shares of the output from the Bradley Lake Project are equal to or exceed eighty percent (80%)
of project capacity and annual project costs.
NOW,THEREFORE,IT IS HEREBY RESOLVED BY THE BPMC,that the costs and
benefits of the BCD Project shall be managed and allocated in accordance with this Resolution
No.2017-02 and Attachment 1 to this Resolution No.2017-02,Battle Creek Diversion Project
Framework,as part of the BPMC process for determining Annual Project Costs for the Bradley
Lake Project;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the BCD Project is approved as
Optional Project Work under the Power Sales Agreement and this Resolution No.2017-02 and
the terms and conditions set forth in Attachment 1 to this Resolution No.2017-02;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the above Recitals be incorporated
and made part of to this Resolution No.2017-02;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the right to the capacity of the BCD
Project shall initially be allocated to all Purchasers in accordance with their respective shares of
Bradley Lake Project capacity (hereinafter referred to as their "BCD Share').
BE IT FURTHER RESOLVED BY THE BPMC,that Purchasers will have until financing
terms and bid results are known before deciding whether to participate and obtain their respective
right to the capacity in the BCD Project;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the costs and benefits of the BCD
Project should not affect the rights,duties,and obligations of the Purchasers as set forth in the
Power Sales Agreement and Bond;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the costs and benefits associated with
the BCD Project shall be allocated by the BPMC to only these-Participating Purchasers-cheesing
to-participate in the BCD Project {-e,Participating Purchasers);and,
BE IT FURTHER RESOLVED BY THE BPMC,that Purchasers wishing to participate in
the BCD Project shall expressly notify the BPMC of their election to participate in the BCD Project,
and the percentage level of their BCD Share at which it would like to participate in the BCD
Project;and,
BE IT FURTHER RESOLVED BY THE BPMC,that a Participating Purchaser and a Non-
Participating Purchaser shall have the unfettered right after properproviding notice to the BPMC
of their intentte-arrangement for the sale or transfer of its-the respective BCD Shares to anether
Participating Purchaser or-Norn-Participating-Purshaser-and the BPMC shall honor such
arrangementin the allocation process for BCD Shares;and,
BE IT FURTHER RESOLVED BY THE BPMC,that any Purchaser failing to expressly
notify the BPMC (or notifying the BPMC that it does not wish to participate in the BCD Project)
December 6,2017 shall be deemed to be choosing to not participate in the BCD Project and that
Purchaser's share of the BCD Project (i.e.,its respective BCD Share)shall be reallocated by the
BPMC between the Participating Purchasers;and,
{00031493.3}Page 3 of 4 -Second Amendment to Resolution 2017-02;Battle Creek Diversion Project
BE IT FURTHER RESOLVED BY THE BPWNC,that a Non-Participating Purchaser having
its BCD Share reallocated shall continue to have its ability to participate in the BCD Project without
restriction subject to the notice requirements in this Resolution 2017-02;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the Non-Participating Purchasers will
not bear any costs or suffer any adverse effect due to the BCD Project;and,
BE IT FURTHER RESOLVED BY THE BPMC,the BCD Project will be charged four percent
(4%)of the Bradley Lake annual O&M or an amount to be determined by a study of the impacts
of the BCD Project to the Bradley Lake Project.The results of the study will be approved by the
affirmative vote of members whose percentage shares of the output from the Bradley Lake
Project are equal to or exceed eighty percent (80%)of Bradley Lake Project capacity and
Annual Project Costs;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the Non-Participating Purchasers
have no restriction to participate at a later date but must provide notice of their intent to become
a Participating Purchaser one year in advance of the start of the Project Water Year,June 1
and,
BE IT FURTHER RESOLVED BY THE BPMC,that the Non-Participating Purchasers
choosing to participate in the BCD Project at a later date shall contribute (or cause theether
Participating Purchaser(s)accepting the Non-Participating Purchasers BCD Share(s)to
contribute),if and to the extent such amount has not previously been contributed,an equitable
portion of the reasonable costs incurred to develop the BCD Project which amount shall be
determined by the BPMC at the time the Non-Participating Purchaser chooses to participate in
the BCD Project with such reasonable development costs to include only the Non-Participating
Purchaser's pro-rata share of AEA cash calls and Interest During Construction (IDC)paid up front
by the Participating Purchasers and adjusted for the time value of money using a discount rate
equal to the long-term financing cost for the BCD Project net the credit from the Clean Renewable
Energy Bonds (CREBS);and,
BE IT FURTHER RESOLVED BY THE BPMC,that any changes to the terms and
conditions of this Resolution 2017-02 and Attachment 1 that directly affect the rights and
obligations of the Participating Parties to receive their respective benefits from the BCD Project
shall require the unanimous consent of the Participating Parties.
Dated at Anchorage Alaska,this 1%day of December 2017.
Chair
Attest:
{00031493.3}Page 4 of 4 --Second Amendment to Resolution 2017-02;Battle Creek Diversion Project
Secretary
{00031493.3}Page 5 of 4 -Second Amendment to Resolution 2017-02;Battle Creek Diversion Project
shares of the output from the Bradley Lake Project are equal to or exceed eighty percent (80%)
of project capacity and annual project costs.
NOW,THEREFORE,IT IS HEREBY RESOLVED BY THE BPMC,that the costs and
benefits of the BCD Project shall be managed and allocated in accordance with this Resolution
No.2017-02 and Attachment 1 to this Resolution No.2017-02,Battle Creek Diversion Project
Framework,as part of the BPMC process for determining Annual Project Costs for the Bradley
Lake Project;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the BCD Project is approved as
Optional Project Work under the Power Sales Agreement and this Resolution No.2017-02 and
the terms and conditions set forth in Attachment 1 to this Resolution No.2017-02;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the above Recitals be incorporated
and made part of to this Resolution No.2017-02;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the right to the capacity of the BCD
Project shall initially be allocated to all Purchasers in accordance with their respective shares of
Bradley Lake Project capacity (hereinafter referred to as their "BCD Share').
BE IT FURTHER RESOLVED BY THE BPMC,that Purchasers will have until financing
terms and bid results are known before deciding whether to participate and obtain their respective
right to the capacity in the BCD Project;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the costs and benefits of the BCD
Project should not affect the rights,duties,and obligations of the Purchasers as set forth in the
Power Sales Agreement and Bond;and,
BE IT FURTHER RESOLVED BY THE BPMC,that the costs and benefits associated with
the BCD Project shall be allocated by the BPMC to only Participating Purchasers;and,
BE IT FURTHER RESOLVED BY THE BPMC,that Purchasers wishing to participate in
the BCD Project shall expressly notify the BPMC of their election to participate in the BCD Project,
and the percentage level of their BCD Share at which it would like to participate in the BCD
Project;and,
BE IT FURTHER RESOLVED BY THE BPMC,that a Participating Purchaser and/or a
Non-Participating Purchaser shall have the unfettered right to sell or transfer its BCD Shares toa
Participating Purchaser after providing notice to the BPMC of its arrangement and the BPMC
shall honor such arrangement in the allocation process for BCD Shares;and,
_BE IT FURTHER RESOLVED BY THE BPMC,that any Purchaser failing to expressly
notify the BPMC (or notifying the BPMC that it does not wish to participate in the BCD Project)
December 6,2017 shall be deemed to be choosing to not participate in the BCD Project and that
Purchaser's share of the BCD Project (i.e.,its respective BCD Share)shall be reallocated by the
BPMC between the Participating Purchasers;and,
BE IT FURTHER RESOLVED BY THE BPMC,that a Non-Participating Purchaser having
its BCD Share reallocated shall continue to have its ability to participate in the BCD Project without
restriction subject to the notice requirements in this Resolution 2017-02;and,
{00031493.3}Page 3 of 4 -Second Amendment to Resolution 2017-02;Battle Creek Diversion Project
Execution Copy
RESOLUTION NO.2017-03
THE BATTLE CREEK DIVERSION PROJECT ANDXQ)RESOLUTION AUTHORIZING THE FINANCING OFveRELATEDMATTERS
WHEREAS,pursuant to Section 13 of the 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 iri connection with the Bradley Lake Hydroelectric Project (the
"Bradly Lake Project")of the Authority for the purposes and with theresponsibilitiesspecifiedbythePowerSalesAgreement;and
WHEREAS,the Bradley Lake Project was financed with proceeds of
the Authority's power revenue bonds (the "Bradley Lake Bonds”)which were
issued under,and pursuant to,the terms of the Authority's Power Revenue
Bond Resolution,adopted on September 9,1989,as supplemented from time to
'time (the "Authority's Bond Resolution”);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 Bradley Lake Project,including without
limitation,amounts required to be set aside by the Authority for payment of Debt
Service on the Bradley Lake Bonds and on additional bonds approved in
accordance with Sections 11 and 13 of the Power Sales Agreement;and
WHEREAS,the Authority's Bond Resolution authorizes the issuance of
additional bonds for purposes of financing acquisition and construction costs of
capital improvements in connection with the Bradley Lake Project subject to
terms and conditions stated therein and in the Power Sales Agreement;and
WHEREAS,the Committee supports the development of the Battle Creek
Diversion Project (the "Battle Creek Project”)which diverts the water flow of
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Battle Creek into the Bradley Lake thereby increasing the amount of water for
use by the Bradley Lake Project and therefore is a Capital Improvement in
connection with the Bradley Lake Project;and
WHEREAS,the Committee,on behalf of the Power Purchasers and
Authority,supports the issuance of additional bonds under the Authority's Bond
Resolution to finance costs of the Battle Creek Project which thereby increases
the amount of Annual Project Costs payable by each Power Purchaser under
the Power Sales Agreement,or as otherwise agreed to by the Power
Purchasers,subject to the terms and conditions of the Power Sales Agreement;
and
WHEREAS,the Committee approved Resolution No.2017-02 on
October 13,2017,_as amended on December 1,2017 ("Resolution No.2017-
02”)which resolved,among other matters,that the Battle Creek Project is
"Optional Project Work”under the Power Sales Agreement;and
WHEREAS,Resolution No.2017-02 resolved also the manner in which
the costs and benefits of the Battle Creek Project will be managed and allocated
among the Power Purchasers who elect to participate in,and benefit from,the
Battle Creek Project (the "Participating Purchasers”);and
WHEREAS,Resolution No.2017-02 was approved by an affirmative vote
of at least four (4)representatives of the Power Purchasers,whose percentage
shares of the output from the Bradley Lake Project are greater than fifty-one
percent (51%),plus the affirmative vote of the Authority;and
WHEREAS,the Committee has determined on behalf of the Power
Purchasers and Authority that it is in the best interests of the Power Purchasers,
and their respective customers and ratepayers,and the Authority,that the
Authority should proceed with the financing of the Battle Creek Project by use
of the Authority's Bond Resolution;and
WHEREAS,Section 11 of the Power Sales Agreement provides that the
Authority will not supplement the Authority's Bond Resolution in any manner,or
adopt a new bond resolution,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 resolution adopted by the affirmative vote of the
members of the Committee whose Percentage Shares of output from the
Bradley Lake Project equal or exceed eighty percent (80%)of Project Capacity
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and Annual Project Costs (as such terms are defined in the Power Sales
Agreement);and
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WHEREAS,the Authority's Bond Resolution will need to be
supplemented to allow for the issuance of additional bonds,the proceeds of
which will be used to finance costs of the Battle Creek Project;and
WHEREAS,the Authority's Bond Resolution requires as a condition of
the issuance of additional bonds that the Capital Reserve Fund created under
the terms of the Authority's Bond Resolution be funded such that amounts held
therein satisfy the Capital Reserve Fund Requirement;and
WHEREAS,it has been determined that establishment of the Capital
Reserve Fund supporting payment of the Battle Creek Project debt obligations
is in the best interests of the Power Purchasers and enhances the marketability
of such debt obligations;and
WHEREAS,the Participating Purchasers have agreed to cash fund the
Capital Reserve Fund in an amount sufficient to satisfy the Capital Reserve
Fund Requirement as defined in the Authority's Bond Resolution;and
WHEREAS,the Committee has determined,on behalf of the Power
Purchasers and Authority,that cash funding the Capital Reserve Fund by the
Participating Purchasers is authorized by the terms and conditions of the Power
Sales Agreement generally,and specifically Section 4(d)of the Power Sales
Agreement;and
WHEREAS,the Authority and the Power Purchasers have each
reviewed the Battle Creek Project financing proposal prepared by the
Authority's financial advisor,PFM Financial Advisors LLC;and
WHEREAS,the Committee has determined,on behalf of the Power
Purchasers and Authority,that financing of the Battle Creek Project may be
accomplished with the issuance of additional bonds issued under,and
pursuant to,the Authority's Bond Resolution and cash of the Participating
Purchasers,but that it is in the best interests of the Authority and the Power
Purchasers,and their respective customers and ratepayers,that the
aggregate principal amount of such financings shall not exceed
$47,000,000 and that the Authority and the Power Purchasers should
proceed with finalizing all the necessary documents in connection therewith;
and
WHEREAS,the Committee has determined on behalf of the Power
Purchasers and Authority that it is in the best interests of the Power
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Purchasers,and their respective customers and ratepayers,that the
Authority issue additional series of bonds under,and pursuant to the terms,
of the Authority's Bond Resolution in an amount not to exceed $47,000,000
(the "BCP Bonds')for purposes of financing costs of the Battle Creek
Project,including costs of issuance of the BCP Bonds;and
WHEREAS,the BCP Bonds will,under and pursuant to the
Authority's Bond Resolution,consist of three series of "additional bonds”as
follows,(i)not to exceed principal amount of $40,000,000 Power Revenue
Bonds (the "Series A Bonds”),(ii)not to exceed principal amount of
$2;4361,239,000 Power Revenue Bonds (the "Series B Bonds'),and (iii)not
to exceed principal amount of $4,8645,761,000 Power Revenue Bonds (the
"Series C Bonds”);and
WHEREAS,in connection with the issuance of the BCP Bonds,the
Committee has determined on behalf of the Power Purchasers and
Authority that it is in the best interests of the Power Purchasers,and their
respective customers and ratepayers,that there is deposited into the
Capital Reserve Fund an amount sufficient to satisfy the Capital Reserve
Fund Requirement,from cash received by the Participating Purchasers
benefitting from the Battle Creek Project;and ,
WHEREAS,National Cooperative Services Corporation (the
"Purchaser”)has proposed to enter into a loan agreement with the Authority
in connection with each series of BCP Bonds (together,the "Loan
Agreement”),under which,among other things,subject to terms,conditions,
representations,warranties and agreements contained therein,Purchaser
agrees to purchase the BCP Bonds;and
WHEREAS,the purpose of this resolution is to provide evidence to all
parties to the Power Sales Agreement,counsel to the Committee and the
Purchaser of the BCP Bonds,of the Committee's approval on behalf of the
Power Purchasers of and to the terms of the Authority's Financing Documents
(as defined below),including funding of the Capital Reserve Fund by the
Participating Purchasers;and
,
WHEREAS,the Financing Agreements include the Authority's
Supplemental Resolution Nos.2017-07,2017-08 and 2017-09,authorizing the
sale,issuance and delivery of the BCP Bonds and related matters,all
substantially in the forms presented to the Committee on the date hereof as
Exhibits A,B and C,and the Purchaser's Loan Agreement,substantially in the
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form presented to the Committee on the date hereof as Exhibit D;these
documents are collectively referred to herein as the "Financing Agreements';
NOW,THEREFORE,IT IS RESOLVED BY THE COMMITTEE ON BEHALF
OF THE POWER PURCHASERS as follows:
1.General _Approval_of Financing.The Committee hereby
approves the financing of the Battle Creek Project,in an aggregate
principal amount not to exceed $47,000,000,by the issuance of BCP
Bonds,the proceeds of which will be used to pay costs of construction of
the Battle Creek Project and pay costs of issuance of the BCP Bonds.
2.Approval of Financing Documents.In_connection with the
issuance of the BCP Bonds,in the aggregate principal amount not to
exceed $47,000,000,the Financing Documents are hereby approved.This
section constitutes approval of the supplements to the Authority's Bond
Resolution made in connection with the issuance of the BCP Bonds
pursuant to the Authority's Supplemental Resolution Nos.2017-07,2017-
08 and 2017-09 (collectively,the "Authority's Resolutions”)attached as
Exhibits A,B and C hereto and as required by Section 11 of the Power
Sales Agreement.
3.Payment Obligations.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 BCP Bonds
under and pursuant to the terms of the Loan Agreement,are and shall,
pursuant to Section 8(a)of the Power Sales Agreement,be specifically
included in Annual Project Costs under the Power Sales Agreement.
4.Capital Reserve Fund.In connection with the issuance of the
BCP Bonds,the Committee hereby approves funding of the Capital
Reserve Fund by the Participating Purchasers in an amount sufficient to
satisfy the Capital Reserve Fund Requirement pursuant to the terms of
Section 4(d)of the Power Sales Agreement.Funding of the Capital
Reserve Fund in connection with the Series A Bonds and Series B Bonds
will be required on the date of issuance of such bonds.Funding of the
Capital Reserve Fund in connection with the Series C Bonds (which will
take the form of a drawdown obligation)will be required with each principal
advance under the terms of such bonds.
{00765720}
BPMC Resolution Authorizing Financing of BCP Page 6
DRAFT
NOVEMBER 30,2017
DRAFT
Execution Copy
5.Committee's Authorized _Representative.The Committee
appoints Lee Thibert,Chief Executive Officer of Chugach Electric
Association,Inc.,as the authorized representative of the Committee (the"Authorized Representative'),and authorizes and directs him to evidence
the Committee's approval of the Loan Agreement;provided that the
aggregate principal amount of the BCP Bonds shall not exceed
$47,000,000,the interest rate of the Series A Bonds and Series B Bonds
shall be a fixed rate of interest not to exceed the sum of (y)the percentage
rate that expresses the yield to maturity of the ten (10)year on-the-run U.S.
Treasury securities,as quoted by Bloomberg data services,on or about the
date of issuance of the Bonds plus (z)plus 200 basis points per annum,and
the interest rate on the Series C Bonds shall not exceed the variable rate of
interest equal to National Cooperative Services Standard Variable Rate,as
quoted by National Cooperative Services Corporation on a daily basis,for
the first thirty-six (36)months and thereafter convert to a fixed rate of
interest not to exceed the National Cooperative Services Corporation Long
Term Fixed Rate,as quoted by National Cooperative Services Corporation
on a daily basis.Subject to the foregoing,the Authorized Representative is
further authorized to execute all other necessary documents,on behalf of
the Committee,in connection with the issuance of the BCP Bonds as may
be requested by the Authority.
6.Resolution Irrevocable.This resolution shall be irrevocable,
and each PewerParticipating Purchaser shall,pursuant to the Power Sales
Agreement,cooperate with the Authority and Purchaser and take such
actions as are reasonably required to accomplish the issuance and delivery
of the BCP Bonds,subject to all of the terms,conditions,representations,
warranties,and agreements contained in the Financing Documents.
7.Whereas Clauses.The Whereas Clauses to this resolution are
incorporated into this resolution as if fully set forth herein.
8.Capitalized Terms.Any capitalized term used and not otherwise
defined in the Whereas Clauses or this resolution shall have the meaning given
such term in Authority's Bond Resolution or the Power Purchase Agreement,as
applicable.
ADOPTED this __day of December,2017.
{00765720}
BPMC Resolution Authorizing Financing of BCP Page 7
Execution Copy
CHUGACH ELECTRIC ASSOCIATION,INC.
By:
Name:
Title:
MUNICIPALITY OF ANCHORAGE MUNICIPAL
LIGHT&POWER
By:
Name:
Title:
ALASKA ELECTRIC &ENERGY
COOPERATIVE,INC.
(acting on behalf of Homer Electric
Association,Inc.)
By:
Name:
Title:
{00765720}
BPMC Resolution Authorizing Financing of BCP
PERCENTAGE SHARE
OF CAPACITY AND
ANNUAL COSTS
UNDER POWER SALES
AGREEMENT
30.4%
25.9%
12.0%
Page 8
Execution Copy
MATANUSKA ELECTRIC ASSOCIATION,INC.
By:
Name:
Title:
GOLDEN VALLEY ELECTRIC
ASSOCIATION,INC.
By:
Name:
Title:
CITY OF SEWARD dba SEWARD ELECTRIC
SYSTEM
By:
Name:
Title:
ALASKA ENERGY AUTHORITY
By:
Name:
Title:
{00765720}
BPMC Resolution Authorizing Financing of BCP
PERCENTAGE SHARE
OF CAPACITY AND
ANNUAL COSTS
UNDER POWER SALES
AGREEMENT
13.8%
16.9%
1.0%
Page 9
Execution Copy
EXHIBITA
Supplemental Resolution No.2017-07
BPMC Resolution Authorizing Financing of BCP Page 10
{00765720}
Execution Copy
EXHIBIT B
Supplemental Resolution No.2017-08
BPMC Resolution Authorizing Financing of BCP Page 11
{00765720}
Execution Copy
EXHIBIT C
Supplemental Resolution No.2017-09
BPMC Resolution Authorizing Financing of BCP Page 12
{00765720}
Execution Copy
EXHIBIT D
Loan Agreements
BPMC Resolution Authorizing Financing of BCP Page 13
{00765720}
Bradley Lake Project Management Committee
Wednesday,December 6,2017 @ 10:00 am.
**"PLEASE WRITE LEGIBLY**
NAME ORGANIZATION
LEE FRICERT.CHUG ALbovenCanisREALarry-Joy4CUS EA ucAd
Bel Day HE#-
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BERIME Oy Zh PUBLIC.
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Mie Morris sm Mc ¢?
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Brow Darl CA MAT AC
Mark Gilesod MIRG
Execution Copy
RESOLUTION NO.2017-03
nu RESOLUTION AUTHORIZING THE FINANCING OFTHEBATTLECREEKDIVERSIONPROJECTAND
RELATED MATTERS
WHEREAS,pursuant to Section 13 of the 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
"Bradly Lake Project")of the Authority for the purposes and with theresponsibilitiesspecifiedbythePowerSalesAgreement;and
WHEREAS,the Bradley Lake Project was financed with proceeds of
the Authority's power revenue bonds (the "Bradley Lake Bonds”)which were
issued under,and pursuant to,the terms of the Authority's Power Revenue
Bond Resolution,adopted on September 9,1989,as supplemented from time to
time (the "Authority's Bond Resolution”);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 Bradley Lake Project,including without
limitation,amounts required to be set aside by the Authority for payment of Debt
Service on the Bradley Lake Bonds and on additional bonds approved in
accordance with Sections 11 and 13 of the Power Sales Agreement;and
WHEREAS,the Authority's Bond Resolution authorizes the issuance of
additional bonds for purposes of financing acquisition and construction costs of |
capital improvements in connection with the Bradley Lake Project subject to
terms and conditions stated therein and in the Power Sales Agreement;and
WHEREAS,the Committee supports the development of the Battle Creek
Diversion Project (the "Battle Creek Project”)which diverts the water flow of
Battle Creek into the Bradley Lake thereby increasing the amount of water for
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 1
Execution Copy
use by the Bradley Lake Project and therefore is a Capital Improvement in
connection with the Bradley Lake Project;and
WHEREAS,the Committee,on behalf of the Power Purchasers and
Authority,supports the issuance of additional bonds under the Authority's Bond
Resolution to finance costs of the Battle Creek Project which thereby increases
the amount of Annual Project Costs payable by each Power Purchaser under
the Power Sales Agreement,or as otherwise agreed to by the Power
Purchasers,subject to the terms and conditions of the Power Sales Agreement;
and
WHEREAS,the Committee approved Resolution No.2017-02 on
October 13,2017,as amended on December 1,2017 ("Resolution No.2017-
02”)which resolved,among other matters,that the Battle Creek Project is
"Optional Project Work”under the Power Sales Agreement;and
WHEREAS,Resolution No.2017-02 resolved also the manner in which
the costs and benefits of the Battle Creek Project will be managed and allocated
among the Power Purchasers who elect to participate in,and benefit from,the
Battle Creek Project (the "Participating Purchasers”);and
WHEREAS,Resolution No.2017-02 was approved by an affirmative vote
of at least four (4)representatives of the Power Purchasers,whose percentage
shares of the output from the Bradley Lake Project are greater than fifty-one
percent (51%),plus the affirmative vote of the Authority;and
WHEREAS,the Committee has determined on behalf of the Power
Purchasers and Authority that it is in the best interests of the Power Purchasers,
and their respective customers and ratepayers,and the Authority,that the
Authority should proceed with the financing of the Battle Creek Project by use
of the Authority's Bond Resolution;and
WHEREAS,Section 11 of the Power Sales Agreement provides that the
Authority will not supplement the Authority's Bond Resolution in any manner,or
adopt a new bond resolution,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 resolution adopted by the affirmative vote of the
members of the Committee whose Percentage Shares of output from the
Bradley Lake Project equal or exceed eighty percent (80%)of Project Capacity
and Annual Project Costs (as such terms are defined in the Power Sales
Agreement);and
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 2
Execution Copy
WHEREAS,the Authority's Bond Resolution will need to be
supplemented to allow for the issuance of additional bonds,the proceeds of
which will be used to finance costs of the Battle Creek Project;and
WHEREAS,the Authority's Bond Resolution requires as a condition of
the issuance of additional bonds that the Capital Reserve Fund created under
the terms of the Authority's Bond Resolution be funded such that amounts held
therein satisfy the Capital Reserve Fund Requirement;and
WHEREAS,it has been determined that establishment of the Capital
Reserve Fund supporting payment of the Battle Creek Project debt obligations
is in the best interests of the Power Purchasers and enhances the marketability
of such debt obligations;and
WHEREAS,the Participating Purchasers have agreed to cash fund the
Capital Reserve Fund in an amount sufficient to satisfy the Capital Reserve
Fund Requirement as defined in the Authority's Bond Resolution;and
WHEREAS,the Committee has determined,on behalf of the Power
Purchasers and Authority,that cash funding the Capital Reserve Fund by the
Participating Purchasers is authorized by the terms and conditions of the Power
Sales Agreement generally,and specifically Section 4(d)of the Power Sales
Agreement;and
WHEREAS,the Authority and the Power Purchasers have each
reviewed the Battle Creek Project financing proposal prepared by the
Authority's financial advisor,PFM Financial Advisors LLC;and
WHEREAS,the Committee has determined,on behalf of the Power
Purchasers and Authority,that financing of the Battle Creek Project may be
accomplished with the issuance of additional bonds issued under,and
pursuant to,the Authority's Bond Resolution and cash of the Participating
Purchasers,but that it is in the best interests of the Authority and the Power
Purchasers,and their respective customers and ratepayers,that the
aggregate principal amount of such financings shall not exceed
$47,000,000 and that the Authority and the Power Purchasers should
proceed with finalizing all the necessary documents in connection therewith;
and
WHEREAS,the Committee has determined on behalf of the Power
Purchasers and Authority that it is in the best interests of the Power
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 3
Execution Copy
Purchasers,and their respective customers and ratepayers,that the
Authority issue additional series of bonds under,and pursuant to the terms,
of the Authority's Bond Resolution in an amount not to exceed $47,000,000
(the "BCP Bonds”)for purposes of financing costs of the Battle Creek
Project,including costs of issuance of the BCP Bonds;and
WHEREAS,the BCP Bonds will,under and pursuant to the
Authority's Bond Resolution,consist of three series of "additional bonds”as
follows,(i)not to exceed principal amount of $40,000,000 Power Revenue
Bonds (the "Series A Bonds”),(ii)not to exceed principal amount of
$1,239,000 Power Revenue Bonds (the "Series B Bonds”),and (iii)not to
exceed principal amount of $5,761,000 Power Revenue Bonds (the
"Series C Bonds”);and
WHEREAS,in connection with the issuance of the BCP Bonds,the
Committee has determined on behalf of the Power Purchasers and
Authority that it is in the best interests of the Power Purchasers,and their
respective customers and ratepayers,that there is deposited into the
Capital Reserve Fund an amount sufficient to satisfy the Capital Reserve
Fund Requirement,from cash received by the Participating Purchasers
benefitting from the Battle Creek Project;and
WHEREAS,National Cooperative Services Corporation (the
"Purchaser”)has proposed to enter into a loan agreement with the Authority
in connection with each series of BCP Bonds (together,the "Loan
Agreement”),under which,among other things,subject to terms,conditions,
representations,warranties and agreements contained therein,Purchaser
agrees to purchase the BCP Bonds;and
WHEREAS,the purpose of this resolution is to provide evidence to all
parties to the Power Sales Agreement,counsel to the Committee and the
Purchaser of the BCP Bonds,of the Committee's approval on behalf of the
Power Purchasers of and to the terms of the Authority's Financing Documents
(as defined below),including funding of the Capital Reserve Fund by the
Participating Purchasers;and
WHEREAS,the Financing Agreements include the Authority's
Supplemental Resolution Nos.2017-07,2017-08 and 2017-09,authorizing the
sale,issuance and delivery of the BCP Bonds and related matters,all
substantially in the forms presented to the Committee on the date hereof as
Exhibits A,B and C,and the Purchaser's Loan Agreement,substantially in the
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 4
Execution Copy
form presented to the Committee on the date hereof as Exhibit D;these
documents are collectively referred to herein as the "Financing Agreements';
NOW,THEREFORE,IT IS RESOLVED BY THE COMMITTEE ON BEHALF
OF THE POWER PURCHASERS as follows:
1.General Approval _of Financing.The Committee hereby
approves the financing of the Battle Creek Project,in an aggregate
principal amount not to exceed $47,000,000,by the issuance of BCP
Bonds,the proceeds of which will be used to pay costs of construction of
the Battle Creek Project and pay costs of issuance of the BCP Bonds.
2.Approval of Financing Documents.In connection with the
issuance of the BCP Bonds,in the aggregate principal amount not to
exceed $47,000,000,the Financing Documents are hereby approved.This
section constitutes approval of the supplements to the Authority's Bond
Resolution made in connection with the issuance of the BCP Bonds
pursuant to the Authority's Supplemental Resolution Nos.2017-07,2017-
08 and 2017-09 (collectively,the "Authority's Resolutions”)attached as
Exhibits A,B and C hereto and as required by Section 11 of the Power
Sales Agreement.
3.Payment Obligations.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 BCP Bonds
under and pursuant to the terms of the Loan Agreement,are and shall,
pursuant to Section 8(a)of the Power Sales Agreement,be specifically
included in Annual Project Costs under the Power Sales Agreement.
4.Capital Reserve Fund.In connection with the issuance of the
BCP Bonds,the Committee hereby approves funding of the Capital
Reserve Fund by the Participating Purchasers in an amount sufficient to
satisfy the Capital Reserve Fund Requirement pursuant to the terms of
Section 4(d)of the Power Sales Agreement.Funding of the Capital
Reserve Fund in connection with the Series A Bonds and Series B Bonds
will be required on the date of issuance of such bonds.Funding of the
Capital Reserve Fund in connection with the Series C Bonds (which will
take the form of a drawdown obligation)will be required with each principal
advance under the terms of such bonds.
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 5
Execution Copy
5.Committee's Authorized _Representative.The Committee
appoints Lee Thibert,Chief Executive Officer of Chugach Electric
Association,Inc.,as the authorized representative of the Committee (the"Authorized Representative'),and authorizes and directs him to evidence
the Committee's approval of the Loan Agreement;provided that the
aggregate principal amount of the BCP Bonds shall not exceed
$47,000,000,the interest rate of the Series A Bonds and Series B Bonds
shall be a fixed rate of interest not to exceed the sum of (y)the percentage
rate that expresses the yield to maturity of the ten (10)year on-the-run U.S.
Treasury securities,as quoted by Bloomberg data services,on or about the
date of issuance of the Bonds plus (z)plus 200 basis points per annum,and
the interest rate on the Series C Bonds shall not exceed the variable rate of
interest equal to National Cooperative Services Standard Variable Rate,as
quoted by National Cooperative Services Corporation on a daily basis,for
the first thirty-six (36)months and thereafter convert to a fixed rate of
interest not to exceed the National Cooperative Services Corporation Long
Term Fixed Rate,as quoted by National Cooperative Services Corporation
on a daily basis.Subject to the foregoing,the Authorized Representative is
further authorized to execute all other necessary documents,on behalf of
the Committee,in connection with the issuance of the BCP Bonds as may
be requested by the Authority.
6.Resolution Irrevocable.This resolution shall be irrevocable,
and each Participating Purchaser shall,pursuant to the Power Sales
Agreement,cooperate with the Authority and Purchaser and take such
actions as are reasonably required to accomplish the issuance and delivery
of the BCP Bonds,subject to all of the terms,conditions,representations,
warranties,and agreements contained in the Financing Documents.
7.Whereas Clauses.The Whereas Clauses to this resolution are
incorporated into this resolution as if fully set forth herein.
8.Capitalized Terms.Any capitalized term used and not otherwise
defined in the Whereas Clauses or this resolution shall have the meaning given
such term in Authority's Bond Resolution or the Power Purchase Agreement,as
applicable.
ADOPTED this _____day of December,2017.
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 6
Execution Copy
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 &ENERGY '
COOPERATIVE,INC.12.0%
(acting on behalf of Homer Electric
Association,Inc.)
By:
Name:
Title:
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 7
MATANUSKA ELECTRIC ASSOCIATION,INC.
By:
Name:
Title:
GOLDEN VALLEY ELECTRIC
ASSOCIATION,INC.
By:
Name:
Title:
CITY OF SEWARD dba SEWARD ELECTRIC
SYSTEM
By:
Name:
Title:
ALASKA ENERGY AUTHORITY
By:
Name:
Title:
{00759248}
BPMC Resolution Authorizing Financing of BCP
Execution Copy
PERCENTAGE SHARE
OF CAPACITY AND
ANNUAL COSTS
UNDER POWER SALES
AGREEMENT
13.8%
16.9%
1.0%
Page 8
Execution Copy
EXHIBIT A
Supplemental Resolution No.2017-07
BPMC Resolution Authorizing Financing of BCP Page 9
{00759248}
Execution Copy
EXHIBIT B
Supplemental Resolution No.2017-08
BPMC Resolution Authorizing Financing of BCP Page 10
{00759248}
Execution Copy
EXHIBIT C
Supplemental Resolution No.2017-09
BPMC Resolution Authorizing Financing of BCP Page 11
{00759248}
Execution Copy
EXHIBIT D
Loan Agreements
BPMC Resolution Authorizing Financing of BCP Page 12
{00759248}
Execution Copy
K)RESOLUTION NO.2017-03
@)RESOLUTION AUTHORIZING THE FINANCING OFTHEBATTLECREEKDIVERSIONPROJECTAND
RELATED MATTERS
WHEREAS,pursuant to Section 13 of the 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
"Bradly Lake Project")of the Authority for the purposes and with theresponsibilitiesspecifiedbythePowerSalesAgreement;and
WHEREAS,the Bradley Lake Project was financed with proceeds of
the Authority's power revenue bonds (the "Bradley Lake Bonds”)which were
issued under,and pursuant to,the terms of the Authority's Power Revenue
Bond Resolution,adopted on September 9,1989,as supplemented from time to
time (the "Authority's Bond Resolution”);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 Bradley Lake Project,including without
limitation,amounts required to be set aside by the Authority for payment of Debt
Service on the Bradley Lake Bonds and on additional bonds approved in
accordance with Sections 11 and 13 of the Power Sales Agreement;and
WHEREAS,the Authority's Bond Resolution authorizes the issuance of
additional bonds for purposes of financing acquisition and construction costs of
capital improvements in connection with the Bradley Lake Project subject to
terms and conditions stated therein and in the Power Sales Agreement;and
WHEREAS,the Committee supports the development of the Battle Creek
Diversion Project (the "Battle Creek Project”)which diverts the water flow of
Battle Creek into the Bradley Lake thereby increasing the amount of water for
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 1
Execution Copy
use by the Bradley Lake Project and therefore is a Capital Improvement in
connection with the Bradley Lake Project;and
WHEREAS,the Committee,on behalf of the Power Purchasers and
Authority,supports the issuance of additional bonds under the Authority's Bond
Resolution to finance costs of the Battle Creek Project which thereby increases
the amount of Annual Project Costs payable by each Power Purchaser under
the Power Sales Agreement,or as otherwise agreed to by the Power
Purchasers,subject to the terms and conditions of the Power Sales Agreement;
and
WHEREAS,the Committee approved Resolution No.2017-02 on
October 13,2017,as amended on December 1,2017 ("Resolution No.2017-
02”)which resolved,among other matters,that the Battle Creek Project is
"Optional Project Work”under the Power Sales Agreement;and
WHEREAS,Resolution No.2017-02 resolved also the manner in which
the costs and benefits of the Battle Creek Project will be managed and allocated
among the Power Purchasers who elect to participate in,and benefit from,the
Battle Creek Project (the "Participating Purchasers”);and
WHEREAS,Resolution No.2017-02 was approved by an affirmative vote
of at least four (4)representatives of the Power Purchasers,whose percentage
shares of the output from the Bradley Lake Project are greater than fifty-one
percent (51%),plus the affirmative vote of the Authority;and
WHEREAS,the Committee has determined on behalf of the Power
Purchasers and Authority that it is in the best interests of the Power Purchasers,
and their respective customers and ratepayers,and the Authority,that the
Authority should proceed with the financing of the Battle Creek Project by use
of the Authority's Bond Resolution;and
WHEREAS,Section 11 of the Power Sales Agreement provides that the
Authority will not supplement the Authority's Bond Resolution in any manner,or
adopt a new bond resolution,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 resolution adopted by the affirmative vote of the
members of the Committee whose Percentage Shares of output from the
Bradley Lake Project equal or exceed eighty percent (80%)of Project Capacity
and Annual Project Costs (as such terms are defined in the Power Sales
Agreement);and
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 2
Execution Copy
WHEREAS,the Authoritys Bond Resolution will need to be
supplemented to allow for the issuance of additional bonds,the proceeds of
which will be used to finance costs of the Battle Creek Project;and
WHEREAS,the Authority's Bond Resolution requires as a condition of
the issuance of additional bonds that the Capital Reserve Fund created under
the terms of the Authority's Bond Resolution be funded such that amounts held
therein satisfy the Capital Reserve Fund Requirement;and
WHEREAS,it has been determined that establishment of the Capital
Reserve Fund supporting payment of the Battle Creek Project debt obligations
is in the best interests of the Power Purchasers and enhances the marketability
of such debt obligations;and
WHEREAS,the Participating Purchasers have agreed to cash fund the
Capital Reserve Fund in an amount sufficient to satisfy the Capital Reserve
Fund Requirement as defined in the Authority's Bond Resolution;and
WHEREAS,the Committee has determined,on behalf of the Power
Purchasers and Authority,that cash funding the Capital Reserve Fund by the
Participating Purchasers is authorized by the terms and conditions of the Power
Sales Agreement generally,and specifically Section 4(d)of the Power Sales
Agreement;and
WHEREAS,the Authority and the Power Purchasers have each
reviewed the Battle Creek Project financing proposal prepared by the
Authority's financial advisor,PFM Financial Advisors LLC;and
WHEREAS,the Committee has determined,on behalf of the Power
Purchasers and Authority,that financing of the Battle Creek Project may be
accomplished with the issuance of additional bonds issued under,and
pursuant to,the Authority's Bond Resolution and cash of the Participating
Purchasers,but that it is in the best interests of the Authority and the Power
Purchasers,and their respective customers and ratepayers,that the
aggregate principal amount of such financings shall not exceed
$47,000,000 and that the Authority and the Power Purchasers should
proceed with finalizing all the necessary documents in connection therewith;
and
WHEREAS,the Committee has determined on behalf of the Power
Purchasers and Authority that it is in the best interests of the Power
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 3
Execution Copy
Purchasers,and their respective customers and ratepayers,that the
Authority issue additional series of bonds under,and pursuant to the terms,
of the Authority's Bond Resolution in an amount not to exceed $47,000,000
(the "BCP Bonds”)for purposes of financing costs of the Battle Creek
Project,including costs of issuance of the BCP Bonds;and
WHEREAS,the BCP Bonds will,under and pursuant to the
Authority's Bond Resolution,consist of three series of "additional bonds”as
follows,(i)not to exceed principal amount of $40,000,000 Power Revenue
Bonds (the "Series A Bonds'),(ii)not to exceed principal amount of
$1,239,000 Power Revenue Bonds (the "Series B Bonds”),and (iii).not to
exceed principal amount of $5,761,000 Power Revenue Bonds (the
"Series C Bonds');and
WHEREAS,in connection with the issuance of the BCP Bonds,the
Committee has determined on behalf of the Power Purchasers and
Authority that it is in the best interests of the Power Purchasers,and their
respective customers and ratepayers,that there is deposited into the
Capital Reserve Fund an amount sufficient to satisfy the Capital Reserve
Fund Requirement,from cash received by the Participating Purchasers
benefitting from the Battle Creek Project;and
WHEREAS,National Cooperative Services Corporation (the
"Purchaser')has proposed to enter into a loan agreement with the Authority
in connection with each series of BCP Bonds (together,the "Loan
Agreement”),under which,among other things,subject to terms,conditions,
representations,warranties and agreements contained therein,Purchaser
agrees to purchase the BCP Bonds;and
WHEREAS,the purpose of this resolution is to provide evidence to all
parties to the Power Sales Agreement,counsel to the Committee and the
Purchaser of the BCP Bonds,of the Committee's approval on behalf of the
Power Purchasers of and to the terms of the Authority's Financing Documents
(as defined below),including funding of the Capital Reserve Fund by the
Participating Purchasers;and
WHEREAS,the Financing Agreements include the Authority's
Supplemental Resolution Nos.2017-07,2017-08 and 2017-09,authorizing the
sale,issuance and delivery of the BCP Bonds and related matters,all
substantially in the forms presented to the Committee on the date hereof as
Exhibits A,B and C,and the Purchaser's Loan Agreement,substantially in the
{00759248}
BPMC Resolution Authorizing Financing of BCP Page 4
Execution Copy
form presented to the Committee on the date hereof as Exhibit D;these
documents are collectively referred to herein as the "Financing Agreements';
NOW,THEREFORE,IT IS RESOLVED BY THE COMMITTEE ON BEHALF
OF THE POWER PURCHASERSas follows:
1.General _Approval_of Financing.The Committee hereby
approves the financing of the Battle Creek Project,in an aggregate
principal amount not to exceed $47,000,000,by the issuance of BCP
Bonds,the proceeds of which will be used to pay costs of construction of
the Battle Creek Project and pay costs of issuance of the BCP Bonds.
2.Approval of Financing Documents.In connection with the
issuance of the BCP Bonds,in the aggregate principal amount not to
exceed $47,000,000,the Financing Documents are hereby approved.This
section constitutes approval of the supplements to the Authority's Bond
Resolution made in connection with the issuance of the BCP Bonds
pursuant to the Authority's Supplemental Resolution Nos.2017-07,2017-
08 and 2017-09 (collectively,the "Authority's Resolutions”)attached as
Exhibits A,B and C hereto and as required by Section 11 of the Power
Sales Agreement.
3.Payment Obligations.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 BCP Bonds
under and pursuant to the terms of the Loan Agreement,are and shall,
pursuant to Section 8(a)of the Power Sales Agreement,be specifically
included in Annual Project Costs under the Power Sales Agreement.
4.Capital Reserve Fund.In connection with the issuance of the
BCP Bonds,the Committee hereby approves funding of the Capital
Reserve Fund by the Participating Purchasers in an amount sufficient to
satisfy the Capital Reserve Fund Requirement pursuant to the terms of
Section 4(d)of the Power Sales Agreement.Funding of the Capital
Reserve Fund in connection with the Series A Bonds and Series B Bonds
will be required on the date of issuance of such bonds.Funding of the
Capital Reserve Fund in connection with the Series C Bonds (which will
take the form of a drawdown obligation)will be required with each principal
advance under the terms of such bonds.
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5.Committee's Authorized Representative.The Committee
appoints Lee Thibert,Chief Executive Officer of Chugach Electric
Association,Inc.,as the authorized representative of the Committee (the
"Authorized Representative”),and authorizes and directs him to evidence
the Committee's approval of the Loan Agreement;provided that the
aggregate principal amount of the BCP Bonds shall not exceed
$47,000,000,the interest rate of the Series A Bonds and Series B Bonds
shall be a fixed rate of interest not to exceed the sum of (y)the percentage
rate that expresses the yield to maturity of the ten (10)year on-the-run U.S.
Treasury securities,as quoted by Bloomberg data services,on or about the
date of issuance of the Bonds plus (z)plus 200 basis points per annum,and
the interest rate on the Series C Bonds shall not exceed the variable rate of
interest equal to National Cooperative Services Standard Variable Rate,as
quoted by National Cooperative Services Corporation on a daily basis,for
the first thirty-six (36)months and thereafter convert to a fixed rate of
interest not to exceed the National Cooperative Services Corporation Long
Term Fixed Rate,as quoted by National Cooperative Services Corporation
on a daily basis.Subject to the foregoing,the Authorized Representative is
further authorized to execute all other necessary documents,on behalf of
the Committee,in connection with the issuance of the BCP Bonds as may
be requested by the Authority.
6.Resolution Irrevocable.This resolution shall be irrevocable,
and each Participating Purchaser shall,pursuant to the Power Sales
Agreement,cooperate with the Authority and Purchaser and take such
actions as are reasonably required to accomplish the issuance and delivery
of the BCP Bonds,subject to all of the terms,conditions,representations,
warranties,and agreements contained in the Financing Documents.
7.Whereas Clauses.The Whereas Clauses to this resolution are
incorporated into this resolution as if fully set forth herein.
8.Capitalized Terms.Any capitalized term used and not otherwise
defined in the Whereas Clauses or this resolution shall have the meaning given
such term in Authority's Bond Resolution or the Power Purchase Agreement,as
applicable.
ADOPTED this ___day of December,2017.
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BPMC Resolution Authorizing Financing of BCP Page 6
CHUGACH ELECTRIC ASSOCIATION,INC.
By:
Name:
Title:
MUNICIPALITY OF ANCHORAGE MUNICIPAL
LIGHT&POWER
By:
Name:
Title:
ALASKA ELECTRIC &ENERGY
COOPERATIVE,INC.
(acting on behalf of Homer Electric
Association,Inc.)
By:
Name:
Title:
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BPMC Resolution Authorizing Financing of BCP
Execution Copy
PERCENTAGE SHARE
OF CAPACITY AND
ANNUAL COSTS
UNDER POWER SALES
AGREEMENT
30.4%
25.9%
12.0%
Page 7
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PERCENTAGE SHARE
OF CAPACITY AND
ANNUAL COSTS
UNDER POWER SALES
AGREEMENT
MATANUSKA ELECTRIC ASSOCIATION,INC.13.8%
By:
Name:
Title:
GOLDEN VALLEY ELECTRIC
ASSOCIATION,INC.16.9%
By:
Name:
Title:
CITY OF SEWARD dba SEWARD ELECTRIC 1.0%
SYSTEM
By:
Name:
Title:
ALASKA ENERGY AUTHORITY
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EXHIBIT A
Supplemental Resolution No.2017-07
BPMC Resolution Authorizing Financing of BCP Page 9
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EXHIBIT B
Supplemental Resolution No.2017-08
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EXHIBIT C
Supplemental Resolution No.2017-09
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EXHIBIT D
Loan Agreements
BPMC Resolution Authorizing Financing of BCP Page 12
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