REVISED AMENDMENT NO. 1 TO
                       AGREEMENT FOR THE SALE AND PURCHASE
                          OF ELECTRIC POWER AND ENERGY
                                     between
                       CHUGACH ELECTRIC ASSOCIATION, INC.
                                     and the
                                 CITY OF SEWARD


The parties hereby agree to amend the contract as follows:

1.   The term of this agreement shall be extended to January 31, 2006.
2.   This amendment is contingent on approval by the Seward City Council and
     approval by the Chugach Board of Directors to the extent such approvals are
     required by those bodies.
3.   This amendment shall be effective on the date approved by the Regulatory
     Commission of Alaska (RCA).
4.   Within two weeks after the latter of the two approvals set out in paragraph
     2, above,  the parties shall jointly submit an appropriate filing
     requesting interim and permanent approval of this Amendment by the RCA.
5.   If the RCA  issues a final  decision  denying  permanent  approval  of this
     Amendment or approving the Amendment subject to exceptions or
     modifications,  the parties shall,  within 60 days of such order,  attempt
     in good faith to renegotiate  this Amendment so as to accomplish as nearly
     as possible the original  intent of this  Amendment  and return the Parties
     as nearly as  possible to the  position  they would have  enjoyed had
     approval been granted without  modification.  If the parties are unable to
     agree to a renegotiated  Amendment, either Party may terminate  performance
     under this Amendment upon 30 days prior notice.  While this Amendment is
     pending RCA approval and during the  aforementioned  60 day  renegotiation
     period,  the Parties  shall not incur any new power supply or power
     purchase obligations which materially diminish that party's future ability
     to perform its power  supply or power  purchase  obligations  as set forth
     in this  Amendment  and the wholesale power agreement which it amends.
6.   In  accordance  with the Parties  current  practice  under the  Agreement,
     the monthly fuel and purchased power  costs  described  in  Attachment C to
     the  Agreement  are  subject to  adjustment  as needed to fairly allocate
     fuel and  purchased  power  costs to  Seward.  This  adjustment  shall be
     consistent  with  charges approved by the RCA for inclusion in rates of
     Chugach's  other  customers  which are charged  under  Chugach's fuel
     surcharge  adjustment  process.  These  adjustments  allowed by the RCA in
     the fuel surcharge  adjustment process  may result  from but are not
     limited  to such  things as  natural  gas tax or  royalty  pass-through
     adjustments,  revisions to operating results, revised fuel and other
     invoices,  economy billings,  adjustments resulting from the difference
     between interim and final rates and calculation errors.
7.   Seward agrees that during the term of this Agreement, any agreement by
     Seward for the sale of its electric utility or any portion of it or any
     rights to serve customers on the Seward side of the Delivery Points to
     another public utility (or any other entity) will not interfere with this
     contract or materially impair Chugach's rights under this Agreement
     (including the pricing terms) relating to electric power sold by Chugach
     for use by customers on the Seward side of the Delivery Points.
8.   Seward and Chugach were made aware of certain Commission staff concerns
     about approval of the full proposed contract term in light of Chugach's
     general rate case due to be filed June 30, 2001 (hereinafter "General Rate
     Case"). To address these concerns, Seward and Chugach have agreed on the
     following additions to this Amendment No. 1 and on this basis the
     Commission approved the contract conditioned on the revisions stated below:
     a)  After the Commission has made a final decision in Chugach's General
         Rate Case, the rate terms of this contract shall be re-opened as set
         out below.
     b)  The fixed rate provided for in this amendment will be in effect until
         the effective date of the new permanent rates that are established by
         the final order issued in Chugach's General Rate Case. On that
         effective date, Seward will begin paying the rates that result from
         applying the 1/3 demand charge reduction to the new fully allocated
         costs approved in Chugach's General Rate Case.
     c)  Within 60 days of the final order of the Commission in the General Rate
         Case, Seward may make one of the following three choices:
          1.   Continue with the contract adjusted using the same methodology
               adopted in the General Rate Case so that the 1/3 demand reduction
               is applied to the new fully allocated rate based on the General
               Rate Case outcome;
          2.   Negotiate  a new  contract  with  Chugach and file it with the
               Commission  for  approval  as a  special contract; or
          3.   Give notice to Chugach that the contract is terminated effective
               12 months from the effective final order of the Commission in the
               General Rate Case.
The above options will not be tolled by any appeal of the final General
Rate Case decision.


THE CITY OF SEWARD                          CHUGACH ELECTRIC ASSOCIATION, INC.



By /s/ W. S. Janke                                   By  /s/ Eugene N. Bjornstad
   ---------------                                      ------------------------
City Manager                                         Eugene N. Bjornstad
                                                     General Manager

Date: May 14, 2001                                   Date: May 9, 2001
      ------------                                         -----------



ATTEST



/s/ Patrick Reilly
Patrick Reilly, City Clerk