all its rights and obligations thereunder, (i) to or in trust

 AMENDATORY AGREEMENT NO. 1

                                       TO

              AGREEMENT FOR THE SALE AND PURCHASE OF NONFIRM ENERGY
                                     BETWEEN
                       CHUGACH ELECTRIC ASSOCIATION, INC.,
                                       AND
                    GOLDEN VALLEY ELECTRIC ASSOCIATION, INC.
                               DATED MAY 18, 1988

WHEREAS,  Chugach  Electric  Association  ("Chugach") and Golden Valley Electric
Association  ("GVEA")  entered  into an  Agreement  for the Sale and Purchase of
Nonfirm Energy dated May 18, 1989 ("Agreement");

WHEREAS,  Chugach and Marathon  desire to modify the Agreement to facilitate its
approval by the Rural Electrification Administration;

NOW, THEREFORE,  in consideration of the mutual agreements contained herein, the
Parties agree as follows:

         Section 10(a)(1) of the Agreement is amended to read:

                  (1) Establish, and from time to time revise, written operating
                  procedures and standard practices consistent with the terms of
                  this  Agreement  to be  followed  by the  parties'  respective
                  dispatchers.

         Section 20 is amended to read as follows:

                  This  Agreement  and all of the  terms and  provisions  hereof
                  shall  be  binding  upon  and  inure  to  the  benefit  of the
                  respective  successors and assigns of the parties hereto, save
                  that no assignment or other  transfer of this agreement or any
                  interest  hereunder  by any party  hereto  shall be  effective
                  without  the prior  written  consent of the other  party which
                  consent shall not be unreasonably withheld), and said assignee
                  must,  in the  commercially  reasonable  opinion  of the other
                  party,  be financially  capable of assuming such  obligations.
                  This article  shall not prevent  either party from pledging or
                  mortgaging   its  rights   hereunder   of  security   for  its
                  indebtedness or prevent a financing entity from exercising all
                  rights and  remedies  available  to it under law or  contract,
                  provided  that  performance  of this  Agreement is not thereby
                  impaired.

                  Notwithstanding  the foregoing  provisions of this Section 20,
                  either party hereto may assign this  Agreement,  together with
                  all its rights and obligations thereunder,  (i) to or in trust
                  for REA for the purpose of securing  obligations  for borrowed

                                                                     Page 1 of 2

                  money,  or (ii)  pursuant to the exercise by REA of any of the
                  rights,  powers or privileges provided for by the mortgages or
                  other security  instruments of such party for borrowed  money;
                  provided that if REA  exercises  any of the rights,  powers or
                  privileges of said mortgages or other security  instruments of
                  such party with respect to this Agreement,  then and only then
                  shall REA assume the  obligations  to be performed  under this
                  Agreement by such party,  as provided  for in this  Agreement;
                  provided,  further, that in the event REA exercises any of its
                  rights,  powers,  or privileges  under said mortgages or other
                  security  instruments  of  such  party  with  respect  to this
                  Agreement, REA may thereafter assign this Agreement,  together
                  with all the rights and obligations thereunder,  to any entity
                  authorized  and able to  perform  the  obligations  and duties
                  under this Agreement, which entity shall assume all the rights
                  and obligations of such party under this  Agreement,  and such
                  assignment and  assumption  shall release REA from any further
                  liability,  obligations or duties under this Agreement.  Prior
                  to the exercise by REA of any rights  under said  mortgages or
                  security  agreements  with  respect  to  this  Agreement,   as
                  provided for in the preceding sentence of this Section 20, REA
                  shall give the  parties  reasonable  notice that it intends to
                  exercise  such rights or remedies.  The  provisions of the two
                  preceding  sentences of this Section 20 shall be applicable to
                  each party to this  Agreement  as long as such  party  remains
                  indebted to REA.

CHUGACH ELECTRIC ASSOCIATION,                     GOLDEN VALLEY ELECTRIC
INC.                                              ASSOCIATION, INC.

By      /s/ David L. Highers                       By      /s/ Mike Kelly
   --------------------------                         --------------------------
        David L. Highers,                                  Mike Kelly,
        General Manager                                    General Manager

Dated        12/14/89                              Dated     12-14-89
      ---------------------                              ---------------------

                                                                     Page 2 of 2 

Basic Info X:

Name: all its rights and obligations thereunder, (i) to or in trust
Type: trust
Date: March 22, 2001
Company: CHUGACH ELECTRIC ASSOCIATION INC
State: Alaska

Other info: