REVOLVING LINE OF CREDIT AGREEMENT

Exhibit 10.47.1

REVOLVING LINE OF CREDIT AGREEMENT

REVOLVING LINE OF CREDIT AGREEMENT (this "Agreement"), dated as of October

17, 2007, between CHUGACH ELECTRIC ASSOCIATION, INC. ("Borrower"), an electric

cooperative organized and existing under the laws of the State of Alaska, and

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION ("CFC"), a cooperative

association organized and existing under the laws of the District of Columbia.

RECITALS

WHEREAS, the Borrower has applied to CFC for a line of credit for the

purposes set forth in Schedule 1 hereto, and CFC is willing to extend such a

line of credit to the Borrower on the terms and conditions stated herein.

NOW, THEREFORE, for and in consideration of the premises and the mutual

covenants hereinafter contained, the parties hereto agree and bind themselves as

follows:

ARTICLE I

DEFINITIONS

Section 1.01 For purposes of this Agreement, the following capitalized

terms shall have the following meanings (such definitions to be equally

applicable to the singular and the plural form thereof).

"Advance" shall mean each advance of funds by CFC to Borrower pursuant to

the terms and conditions of this Agreement.

"Average TIER Ratio" shall mean the average of the Borrower's two highest

annual TIER Ratios during the most recent three calendar years.

"Business Day" shall mean any day that both CFC and the depository

institution CFC utilizes for funds transfers hereunder are open for business.

"CFC Commitment" shall have the meaning as defined in Schedule 1 hereto.

"CFC Line of Credit Rate" shall mean the rate published by CFC from time

to time, by electronic or other means, for similarly classified lines of credit,

but if not published, then the rate determined for such lines of credit by CFC

from time to time.

"Default Rate" shall mean a rate per annum equal to the interest rate in

effect for an Advance plus three hundred basis points.

"Effective Date" shall mean the date designated as such by CFC on the

signature page hereof.

"Event of Default" shall have the meaning as described in Article VI

hereof.

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"GAAP" shall mean generally accepted accounting principles set forth in

the opinions and pronouncements of the Accounting Principles Board and the

American Institute of Certified Public Accountants and statements and

pronouncements of the Financial Accounting Standards Board.

"Governmental Authority" shall mean the government of the United States of

America, any other nation or government, any state or other political

subdivision thereof, whether state or local, and any agency, authority,

instrumentality, regulatory body, court or other entity exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions

of or pertaining to government.

"Lien" shall mean any statutory or common law consensual or non-consensual

mortgage, pledge, security interest, encumbrance, lien, right of set off, claim

or charge of any kind, including, without limitation, any conditional sale or

other title retention transaction, any lease transaction in the nature thereof

and any secured transaction under the Uniform Commercial Code.

"Line of Credit" shall mean the line of credit extended by CFC to the

Borrower, pursuant to this Agreement, in an aggregate principal amount

outstanding at any time not to exceed the CFC Commitment.

"Loan Documents" shall mean this Agreement and all other documents or

instruments executed, delivered or executed and delivered by the Borrower and

evidencing, securing, governing or otherwise pertaining to the Line of Credit.

"Maturity Date" shall mean the date set forth in Schedule 1 hereto.

"Obligations" shall mean any and all liabilities, obligations or

indebtedness owing by the Borrower to CFC, of any kind or description,

irrespective of whether for the payment of money, whether direct or indirect,

absolute or contingent, due or to become due, now existing or hereafter arising.

"Payment Date" shall mean the last day of March, June, September and

December.

"Person" shall mean natural persons, cooperatives, corporations, limited

liability companies, limited partnerships, general partnerships, limited

liability partnerships, joint ventures, associations, companies, trusts or other

organizations, irrespective of whether they are legal entities, and Governmental

Authorities.

"Times Interest Earned Ratio ("TIER")" shall mean the ratio determined as

follows: for each calendar year: (A) add (i) patronage capital or margins of the

Borrower, (ii) Interest Expense on Total Long-Term Debt of the Borrower and

(iii) the amount of any expenses or provisions for any non-recurring charge to

income or margins (including without limitation the recognition of expense due

to non-recoverability of assets or expenses and the accelerated portion of the

amortization of any deferred charges or regulatory assets carried on the books

of the company) that have been deducted in arriving at margins; and (B) divide

the total so obtained by Interest Expense on Total Long-Term Debt of the

Borrower.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.01 The Borrower represents and warrants to CFC that as of the

date of this Agreement:

A. Good Standing. The Borrower is duly organized, validly existing and in

good standing under the laws of the jurisdiction of its incorporation or

organization, is duly qualified to do business and is in good standing in those

states in which it is required to be qualified to conduct its business.

B. Authority; Validity. The Borrower has the power and authority to enter

into this Agreement; to make the borrowing hereunder; to execute and deliver all

documents and instruments required hereunder and to incur and perform the

obligations provided for herein, all of which have been duly authorized by all

necessary and proper action; and no consent or approval of any Person,

including, as applicable and without limitation, members of the Borrower, which

has not been obtained is required as a condition to the validity or

enforceability hereof or thereof.

This Agreement is, and when fully executed and delivered will be, legal, valid

and binding upon the Borrower and enforceable against the Borrower in accordance

with its terms, subject to applicable bankruptcy, insolvency, reorganization,

moratorium or other laws affecting creditors' rights generally and subject to

general principles of equity.

C. No Conflicting Agreements. The execution and delivery of the Loan

Documents and performance by the Borrower of the obligations thereunder, and the

transactions contemplated hereby or thereby, will not: (i) violate any provision

of law, any order, rule or regulation of any court or other agency of

government, any award of any arbitrator, the articles of incorporation or

by-laws of the Borrower, or any indenture, contract, agreement, mortgage, deed

of trust or other instrument to which the Borrower is a party or by which it or

any of its property is bound; or (ii) be in conflict with, result in a breach of

or constitute (with due notice and/or lapse of time) a default under, any such

award, indenture, contract, agreement, mortgage, deed of trust or other

instrument, or result in the creation or imposition of any Lien upon any of the

property or assets of the Borrower.

The Borrower is not in default in any material respect under any agreement or

instrument to which it is a party or by which it is bound and no event or

condition exists which constitutes a default, or with the giving of notice or

lapse of time, or both, would constitute a default under any such agreement or

instrument.

D. Taxes. The Borrower has filed or caused to be filed all federal, state

and local tax returns which are required to be filed and has paid or caused to

be paid all federal, state and local taxes, assessments, and governmental

charges and levies thereon, including interest and penalties to the extent that

such taxes, assessments, and governmental charges and levies have become due,

except for such taxes, assessments, and governmental charges and levies which

the Borrower is contesting in good faith by appropriate proceedings for which

adequate reserves have been set aside.

E. Licenses and Permits. The Borrower has duly obtained and now holds all

licenses, permits, certifications, approvals and the like necessary to own and

operate its

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property and business that are required by Governmental Authorities and each

remains valid and in full force and effect.

F. Litigation. There are no outstanding judgments, suits, claims, actions

or proceedings pending or, to the knowledge of the Borrower, threatened against

or affecting the Borrower or any of its properties which, if adversely

determined, either individually or collectively, would have a material adverse

effect upon the business, operations, prospects, assets, liabilities or

financial condition of the Borrower. The Borrower is not, to the Borrower's

knowledge, in default or violation with respect to any judgment, order, writ,

injunction, decree, rule or regulation of any Governmental Authority which would

have a material adverse effect upon the business, operations, prospects, assets,

liabilities or financial condition of the Borrower.

G. Financial Statements. The Borrower has heretofore furnished to CFC

complete and correct copies of the balance sheet of the Borrower as at the date

identified in Schedule 1 hereto, the statement of operations of the Borrower for

the period ending on said date, and the interim financial statements of the

Borrower. Said balance sheet fairly presents the financial condition of the

Borrower as at said date and said statement of operations fairly reflects its

operations for the period ending on said date. The Borrower has no contingent

obligations or extraordinary forward or long-term commitments except as

specifically stated in said balance sheet or herein. There has been no material

adverse change in the financial condition or operations of the Borrower from

that set forth in said financial statements except changes disclosed in writing

to CFC prior to the date hereof.

H. Required Approvals. No license, consent or approval of any Governmental

Authority is required to enable the Borrower to enter into this Agreement, or to

perform any of its Obligations provided for in such documents, including without

limitation (and if applicable), that of any state public utilities commission,

any state public service commission, and the Federal Energy Regulatory

Commission, except for licenses, consents or approvals of the Governmental

Authorities disclosed in Schedule 1 hereto, all of which Borrower has obtained

prior to the date hereof.

I. Compliance With Laws. The Borrower is in compliance, in all material

respects, with all applicable requirements of law and all applicable rules and

regulations of each Governmental Authority whose violation would have a material

adverse effect upon the business, operations, prospects, assets, liabilities or

financial condition of the Borrower.

J. Disclosure. To the Borrower's knowledge, information and belief,

neither this Agreement nor any document, certificate or financial statement

furnished to CFC by or on behalf of the Borrower in connection herewith (all

such documents, certificates and financial statements, taken as a whole), when

considered together with the reports filed by the Borrower under the Securities

Exchange Act of 1934, contains any untrue statement of a material fact or omits

to state any material fact necessary in order to make the statements contained

herein and therein not misleading.

ARTICLE III

CREDIT TERMS

Section 3.01 Advances. CFC agrees to advance funds to the Borrower

pursuant to the terms and conditions hereof, provided, however, that the

principal amount at any time outstanding

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under this Agreement shall not exceed the CFC Commitment. The Borrower may

borrow, repay and reborrow funds at any time or from time up to, but not

including, the Maturity Date, at which time all principal amounts outstanding,

and accrued, but unpaid interest thereon, shall be due and payable in full.

Section 3.02 Payment and Interest Rate. The Line of Credit shall be

payable and bear interest as follows:

A. Interest Rate and Payment. The Borrower unconditionally promises and

agrees to pay, as and when due, interest on all amounts advanced hereunder from

the date of each Advance and to repay all amounts advanced hereunder with

interest on the Maturity Date, if not sooner paid. Interest shall be due and

payable on each Payment Date. CFC shall send a payment notice to the Borrower at

least five days prior to the due date of any interest payment, provided,

however, that CFC's failure to send a payment notice shall not constitute a

waiver by CFC or be deemed to relieve the Borrower of its obligation to make

payments as and when due as provided for herein. All amounts shall be payable at

CFC's main office at 2201 Cooperative Way, Herndon, Virginia 20171-3025 or at

such other location as designated by CFC from time to time. The interest rate on

all Advances will be equal to the CFC Line of Credit Rate in effect from time to

time, which shall not exceed the Prevailing Bank Prime Rate (as defined herein),

plus one percent per annum. Interest will be computed on the basis of a 365 day

year for the actual number of days that any Advance is outstanding. The

effective date of an interest rate adjustment will be determined from time to

time by CFC, provided that no such adjustment may be effective on a date other

than the first or sixteenth day of any month, and any such adjustment shall

remain in effect until any subsequent change in the interest rate occurs.

The "Prevailing Bank Prime Rate" is that bank prime rate published in the "Money

Rates" column of the eastern edition of The Wall Street Journal on the

publication day immediately preceding the day on which an adjustment in the

interest rate hereof shall become effective. If The Wall Street Journal shall

cease publishing the Prevailing Bank Prime Rate, the Prevailing Bank Prime Rate

shall be determined by CFC by reference to another publication reporting bank

prime rates in a similar manner.

B. Application of Payments. Each payment shall be applied to the

Obligations, first to any fees, costs, expenses or charges other than interest

or principal then due on the Borrower's indebtedness to CFC, second to interest

accrued and the balance to principal.

Section 3.03 Paydown Requirement. For each 12-month period while this

Agreement is in effect, Borrower shall, for a period of at least five

consecutive business days, pay down the entire outstanding principal balance on

this line of credit ("Paydown"). Borrower shall make the initial Paydown within

360 days of the first Advance hereunder, and shall make each subsequent Paydown

within 360 days of the date of the first Advance following each Paydown.

Section 3.04 Limitation on Advances. While an Advance is outstanding, CFC

reserves the right to limit further Advances if the sum of (a) all Advances

outstanding, (b) the amount of any further Advance requested, and (c) the total

amount of Borrower's other unsecured outstanding obligations to repay borrowed

money (excluding trade payables), would exceed the CFC Commitment. CFC may in

its sole discretion decline to make any Advance during any period when the

Borrower is in default hereunder.

Section 3.05 Mandatory Prepayment. If there is a change in the Borrower's

corporate structure (including without limitation by merger, consolidation,

conversion or acquisition, except

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where the purchaser, successor or resulting entity meets the conditions

described in paragraph 7(a) of Schedule 1 hereto), then upon the effective date

of such change, (a) the Borrower shall no longer have the ability to request,

and CFC shall have no obligation to make, Advances hereunder and (b) the

Borrower shall repay the outstanding principal balance of all Obligations,

together with any accrued but unpaid interest thereon, any unpaid costs or

expenses provided for herein, and upon repayment thereof, this Agreement shall

automatically terminate without further action by either Borrower or CFC.

Notwithstanding the foregoing, Borrower shall retain the ability to request, and

CFC shall retain the obligation to make, Advances hereunder and no prepayment

shall be required under this Section 3.05 if, after giving effect to such

change, Borrower, or its successor in interest, is engaged in the furnishing of

electric utility services to its members and patrons for their use as ultimate

consumers and is organized as a cooperative, nonprofit corporation, public

utility district, municipality, or other public governmental body.

Section 3.06 Termination and Cancellation of Existing Agreement. Borrower

agrees that its existing line of credit No. AK008-R-5101 with CFC and any

agreement(s) relating thereto shall be terminated and any outstanding principal,

interest and other amounts outstanding thereunder shall be transferred to the

line of credit established pursuant to this Agreement and deemed an Advance

hereunder.

Section 3.07 De