JACKSON ENERGY
A louchsUMieEnerg>'Cooperative
115 Jackson Energy LaneMcKee, Kentucky 40447Telephone (606) 364-1000 • Fax (606 364-1007
June 7, 2017
Talina R. Mathews, Executive DirectorKentucky Public Service Connnission211 Sower Boulevard ^ ,^\\0PO Box 615
Frankfort, KY 40602-0615
RE; PSC Case No. 2017-00112
Dr. Mathews:
The information contained with this letter, and enclosed, is In accordance with paragraph4 of the Commission's Order dated March 31, 2017, in the above referenced case.JacksonEnergy Cooperative Corporation ("Jackson Energy") completed the prepaymentto the Rural Utilities Service and the refinancing with CoBank on May 25, 2017. Thefinal amount of the CoBank loan was $26,613,944.29, which was the amount used tocalculate the savings on Application Exhibit A page 4 of4. Therefore, an update of thisexhibit is not required. Enclosed are the Instruction Letter, Amendment to CreditAgreement, and Single Advance Promissory Note and Supplement between CoBank andJackson Energy.
Please contact me with any questions.
Sincerely,
Ryan HendersonVice President of Corporate Services
Enclosures
Jackson Energy Working for You
COPY PCOBANKINSTRUCTION LETTER
March 10.2017
Mr Ryan Henderson, Vice President ofCorporate Services RECEIVEDJackson Energy Cooperative Corporation115 Jackson Energy Lane „,,, , „McKee, Kentucky 40447 ^ ^
Dear Mr. Henderson- Public ServiceCommission
assist you in managing the closing process This insmirimrfi .. ° ^checklist, that willterms used and not defined in this letter have the meaninor ^ 'Loan Document". Capitaii/edLoan Document. ^ S>ven to them in the Credit Agreement or any otherSjj^ing instruclions for docum&nts thnf kc» j
document.s, and other documents to be delivered to the aSm below Please return all signedself-addressed envelope has been indud^for Anmsa^ton by e-mailing the signed documents to ciosing@cobrk^m oThi processing of this
Loan Processing Closing Fax No (877) 222-1601 nmuiH^i .h . f&Kmg the signed documents toore mailed promplly lo 6340 .Soalh Hiddlem Gmen'ciiele, Gamn,^ vja™
condilioiKd upon Ihe^^ '̂tte'wtowirJlMTO'al?h^""*= ."".umenB lisled below, IscoBa„bi„i,ss„.disem.ijfrdti:x;:ir.r4.:^ir„f^SIGNING AUTHORITY OF BORROWER
authori^s^gJe?i^^*®ha"S^ incumbency certificate only ifthere are changes, obtain ''"Emitted to CoBank IfSecretary or Assistant Secretary comolete the renT r 'be resolution, and have thereceive anew incunLnTSfS^ im^ireceived from you. ' y on the enclosed last incumbency certificate we
signatures circled is included). ^ certificate (a copy with authon'zed titles andBORROWER ITEMS TO BE DELIVERED OR COMPLETED
C3^This Letter.
00071631 „ .Page11 .
❖
^ y„urexi«i„gc™«.^ Supplement No. 0007163T0I.
•
Q Request for Loun,
Service AssMMion ( NRECA% and is accepmbJe lo CoBonk. the Rural UtiliUes^fliL '*^°°°' """"" Co°[««)™ Rnoncc Crapo^n ("CTCl Tfe
BORROWER GENERAL DELIVERABLES
° sliSrL rav'̂ ip t'T^' '° i^Kiibtely available liuids in an ranouMdiscbarge all S'Ui^ BiS^'s'!Ar''r°' R®™""™' and oilier amounls neoessary loPraiSuyNoralsloS^TOI '"oron accoani of the loansfs) being reflnaneed by
° Kr®s'!I^Vte'̂ "^d'T '̂Ti^fspma.^ bora RUS selling fonh, ra, of Ihe closingss =so-?:s"r«^^
c^SliolZf";^'^ tas delenraned lbs. al, closingdocnnanilfsllhalaracoanleraignedby^ZrfcIr^uT^ '̂̂ """
ADDITIONAL POST CLOSING AFFIHMATrVE COVFIVANTk rw« n .u jafter the Qosing Date, or by such later date ns rnRnnir On or tefore the date that is 180 daysobligation to continue to extSid credit shallte ^ ^ Boirower in writing: CoBank'sacceptable in form and substance to CoRnnir
BORROWKK ITEMS TO HE DELIVERED OR COM!'LETED POST CLOSING
• • Sapplemental Mortsage. Provide a suppicmcnlai mortgage ("Supplcmcnial Mortgage") thatencumbers owned and/or leased property of the Borrower.
• ^rfect the fiisl priority lien on the security intemst In the property described in the SuppiemenlalMortgage and provide to CoBank satisfnctoiy evidence that the Supplemental Mortgage has beenduly recorded as a mortgage on all real property, and duly filed, recorded, or indexed as asecurity interest in all personal property wherever CoBank shall request, all in accordance withapplicable law.
• Furnish to CoBank recorded file stamped copies of the Supplemental Mortgage along with proofIMt all required taxes, if applicable, and fees have been paid in connection with the SupplementalMortgage. '
• UCC-3. File a UCC Financing Statement Amendment (Form UCC3) and accompanying UCCFinancing Statement Amendment Addendum (Form U(X3Ad) (collectively, the "UCC-3"). TheUrc-3 ^ould be filed in the appropriate filing ofilce of the State of Kentucky as a transmittingutility. OtKe this LICC-3 is filed, deliver CoBank afile stamped copy.
• Opinion of Counsel (Updated). At the closing of Supplement, your attorney provided CoBank withRUS Mortgage has been recorded in all ofthe applicable counties, and
the UCC-3 has been filed with the Kentucky Secretary of State, have your attorney provide an updatedopinion of counsel ttat includes, in addition to the opinions provided in the closing opinion, opinionsconcerning the secunty documents, the lien priorities and updated lien searches. The form of opinionIS enclosed fw your use. Let us know if you or your attorney would like or reed an electronic version
MunLl "" ° attorney work with our CoBank attorrey to complete the opinion ofBorrower hereby reprraents that nothing in the Borrower Oiganizational Documents has changed since such
^uments were last submiUcd to CoBank and the Borrower remains in good standing in the jurisdiction of itsincorporation or formation.
f rth Borrower hereby alTirms and/or reaffirms each and every representation and warranty setforth herein and inany other Loan Documents. ^This Insti^on I^er, each Promissory Note and any other Loan Document may be executed in counterparts,
of wluch will con^tute an onginal. but all of which when taken together will conshtute asingle contractMlv^ of mexecuted counterp^ of asignature page of this Instruction Letter, each Promissory Note and anyother L^ Document by facsimile or other electronic means will be as effective as delivery of a manuallyexecuted counterpart of each such agreement.
Ifyou have any questions, contact oreofyour CoBank team members:
IiistrucUonLetter-((XX)7I63I)Pagej3
CoBank Awtodale Specialty Phone Number E-mail AddressLuke Gaines RclutiorLship Manager (800) .542-8072 ExI. 83220 [email protected] Mayabb Closer (800)542-8072 Ext. 04109 [email protected] Tolson Documcnialion (800) 542-8072 Ext. 06466 [email protected] Hulchison Paralegal (800) .542-8072 Ext. 04346 [email protected] Wingenter Responsible Alloiroy (800) 542-8072 Ext. 06563 ewi [email protected]
Sincerely.
Elena Tolson
Instruoion LfiOer - {00071631)
SIGNATURE PAGE FOLLOWS
P&ge|4
SIGNATURE PAGE TO INSTRUCTION LETTER
IN WITNESS WHEREOF, ihc parlies have eaitsed ihis Inslruclion Lclter lo the Agreement to beexecuted by theirduly authorized ofncer(s).
JACKSON ENERGY COOPERATIVE CORPORATION
^ i^VName: VO c.
Title: -=V Q.^T)
Instruction Letter - (00071631)Page|5
SIGNATURE PAGE TO INSTRUCTION LETTER
IN WITNESS WHEREOF, ihc parties have caused this Inslruction Leller lo Ihc Agreement to beexecuted by tiieir duly autiiorimJ orficcr(s).
COBANK, ACB
By:fonya Butler
Name: tTitle' Assistant Corporate Secretary
Instnicdon Letter-(0007J631) Page 16
BCOBANK
COPY Amendment No. 0007 i631SLA -AAMKNDMENT TO CREDIT AGREEMENT
coopi.^iTTi™ Jackson energyind roRiNiJ McKcu. Kcnlucky. acoopcralivc corporalion (ihe "Borninier").and LUBANK, ACB. a Icdcrally-chartcred iiiMrumcntaiity of the United Slates ("Lender"). CAiDitalizcd
Se^lwlow) '"»5i'nings assigned to .such tenns mthe Agrecmenl (asRECITALS
n . Agreement Number 00071631 SLA dated as ofOcto^T 3. 2016 (s-ucli apvemenl. a.s may be amended, is hereinafter referred to a.s the "Agreement")The Borrower and Lender now desire to amend the Agreement. For that reason, and for valuable
aJi^sl-Jlfoi!: ^ efficiency of which are hereby acknowiedgtxl). the Borrower and Under
I. SectiQn(s) 7.1 under Article 7of tlie Agreement is amended and restated to read as follows-
AffSn^fnt!!! e^f^tf Covenants. Unle.ss olherwi.sc agreed to in writing by Under, while this
•II k k Service Coverage Ratio. The Borrower and its consolidated subsidiaries if anyUlnwtr' : ° Service Coverage RaS^ ?a? ctefSSri be determined b^ averaging the twobS^fihiT "n°l?c Borrower during the most recent three fiscal years. For purposeshe^f, he term Debt Service Coverage Ratio" meaas the ratio of; (a) net income (after taxes Ld aflSexDeni'amoniffion? gain or loss), plus depreciationfmrS (ixpense, minus non-cash patronage, and non-cash incometTI S, 'he period on all Ung-IS-nhi •?•' if* P "S calculated on aconsolidated basis for theamicable penod macreondance with the Accounting Standards). For purposes hereof, "Long-Term
fhT*®""' •? '̂ o^^^bdated basis, the sum of (I) all indebtedness for borrowedlYnrfinn' if Kf i '̂ at are evidenced by notes, bonds, debentures or similar instruments, and (3) thatP, .p , ° respect to capital leases or other capitalized agreements that are properlyoiSTp«i'f 'H I contbrmity with Accounting Standards or that are treated asopei^ing leares under regulations applicable to them but that otherwise would be required to becapitalized under Accounting Standards, in each case having amaturity of more than one yeai- from theettenSfole at /'• f""" date but that is renewable orexte^ible, at the Borrower soption, to adate more than one year from such date or that arises under a
volving credit or similar agreement that obligates the iender(s) to extend credit during aperiod of morenfim- If" •?' maturities in respect of such indebtedness whether ornot required to be paid within one year from the date of its creation.
JACKSON ENERGY COOPERATIVE CORPORATIONMcKce, KentuckyAmendment No. 0007163ISLA-A of Agreement No. 00071631 SLA
2. Except as expressly amended hereby, all of the rcpnesenlalions, waminlies, terms covenants and-d each other Un.n Document .shall remain unam^JllSd a!l3
otherwise unmodified and in full force and effect.
3. This Am^irani, each Promissory Note and any other Loan Document may be executed incounterparts, cadi of which will constitute an original, but all of which when taken toeether willconstitute asingle contract. Delivery of an executed counterpart of asign^unTp^l of this A^ndonhTr^nSll '̂nr ^ couMcq^n
SIGNATURE PAGEFOLLOWS
JACKSON ENERGY COOPERATIVE CORPORATIONMcKcc. KcnluckyAmendment No. (XX)71631 SLA-A ofAgreement No. 00071631 SLA
SIGNATURE PAGE TO AMENDMENT TO CREDIT AGREEMENT
this WHEREOF, llw parties hereto, by their duly uulhori/ed orficers, have executed
JACKSON ENERGY COOPERATIVECORPORATION
By: Va...D\rv^.VName;
C"eS',(\evn V "V C-€ O
JACKSON ENERGY COOPERATIVE CORPORATIONMcKce, KenluckyAmendmenl No. 00071631SLA-A ofAgrmnenl No. 00071631 SLA
SIGNATUREPAGE TO PROMISSORYNOTE
IN WITNESS WHEREOF, llie parties have caused this Promissoiy Note to the Credit Agreement to beexecuted by their duly authorized officeKs).
COBANK, ACB
Tonya Butlei
Assistant Ck)rporate Secretary
BCOBANK
COPYLoan No. 00071631 TOI
SINGLE ADVANCE TERM PROMISSORY NOTE
THIS SINGLE ADVANCE TERM PROMISSORY NOTE (ihis "Promissorv Nnfp'M tn th.>
ACbT^-.'? r Ma,.h 10, M7JACKSO™^ °f andcorporalion (Inecter wiih il, pcnnilM succa,«ra and a«igns, .he »Bor™;«T'T Cajilalized temTwOtherwise derined in this Promissory Note will have the meanings set Ibnh in the Credit Agreement.
roS?h^ r r. ADVANCE TERM COMMITMENT. On the terms and condition.s setroiih in the Credit Agreement and this Promissory Note, Under agrees to make a.single advance loan tothe Borrower in an amount not to exceed $26,613,944.29 (tlie "Commitment").
SECTION 2. PURPOSE. The purpose of the Commitment is to refinance the Borrower'scollectldy'̂ tS^ ^ (individually or
3f^l7 au 12.00 p.m. Denver, Colorado time on May
limits on ADVANCES, AVAILABILITY, ETC. Notwithstanding Article 2of
and^rthl cST' 'he conditions precedent set forth in the Instruction UtterHnit lo h. Agi-eemcnl have been satisfied, the loan will be made available to the Borrower on aarnilL ^ he made available in asin^advance by Under wire transferring the proceeds ofthe loan to RUS.SECTIONS. INTEREST. The Borrower agrees to pay interest on the unpaid balance of theloan(s) in accordance with the following interest rate option(s):
Quoted Variable Rate. At a rate per annum equal at all times to the rate ofwm U week. The rate established by Underm I k" r' Business Day of the next week. Each change in the rate will be ajplicable
each insrance nn"rwfh,?"^- ^ hy Under in its sole discretion inbalances and for such periods, as may bew1^ %fd^s I?) 'il! r°" a "'at: (1) the minimum fixed periodI! mS -^7^ys^ (2) amounts may be fixed in an amount not less than $.'500,000.00: and (3) the maximummmber of fixes in p^ce at any one time will be ten. The Borrower has selected afixed rate of 3.470%perannum through thematurity dateof the loan.
the applicable rate option at the time it requests a loan hereunder and may^bject to the limitations set forth above, elect to convert balances bearing interest at the variable rareopnon to one of the fixed rate options. If the Borrower fails to elect an intfres ratS ora on SIa^c at the vanable .merest rate option. Upon the expiration of any fixed rate Zriod InTZ Sllautomatraally accrue at the vanable rate option unless the amount fixed is repaid or fixed for an additional
JACKSON ENERGY COOPERATIVE CORPORATIONMcKcc, KcniuckyPromlsKory Note No. 0007163ITO1
period in accordam^ with the terms hereof. Notwithstanding the foregoing, rates may not be fixed forpenods cxpmng aficr the matunly date of the loans and rulas may not be fixed in such amanner as tocause the Bomnv^ to have to break any fixed mte balance in oaler to pay any installnLmT^XaTAH el^ions provided for herein will be made telephonically or in writing and must be received by 12:00niiic'i ^ calculated on the actual number of days each ban is
d '̂"rfr f^ti ° will be payable monthly in anears by the
I _promissory note. The Borrower promises to repay the unpaid principalIwlance of tlie loan in accordance with the schedule(s) attached hereto as Exhibit B.
In ^lion 10 above, tiw Borrower promises to pay interest on the unpaid principal balance of the loanat the umcs and maccordance with the provisions set forth herein.
JACKSON KNERGY COOPERATIVE CORPORATIONMcKcc, KentuckyPromissaryNote No. 0007163ITOI
SIGNATURE PAGE TO PROMISSORY NOTE
JACKSON ENERGY COOPERATIVE CORPORATION
Nonw; QCLrta \ VO cv^NqVTilic: 4- CL^O
JACKSON ENERGY COOPERATIVE CORTORATIGNMcKl-c, KentuckyI'nimLssory Note No. 0007163ITOI
SIGNATURE PAGE TO PROMISSORY NOTE
IN WITNIJSS WHEREOF, the panics have caused this Promissory Note to the Credit Acreement to beexecuted by theirduly nuthorized orficeits).
COBANK, ACB
Name; Tonya ButterAssistant Corporate Secretary
JACKSON ENER(;Y COOPERATIVE CORPORATIONMcKuc, KentuckyPromissory Note No. 00071631701
KXHIBITA
To Promissory Note No.000716.11 TO I
DESCRIPTION OF EXISTING LOAN(S) TOBE REFINANCED
The ExistingLoan(s) is/nrc a.s foUows:
RUS 6^RUS 7-1RUS 7-2RUS 7-3RUS 7-4RUS 7-5RUS 7-6RUS 8-1RUS 8-2RUS 8-.1RUS 8-4RUS 8-.'?
JACKSON Iin^jKRr.Y COOPKRATIVIi CORPORATIONMcKcc, KentuckyPronrissory Note No. 00071631 TO I
EXHIBIT R
To Promissory Note No.(KX)7I63IT01
1 Payment Due Date Principal Payment AmountTotal $26jil3JM4.29
tV2(V2017 $111,015.907/20/2017 $113,902.208/20/2017 $111,688.009/20/2017 $112,021.7010/20/2017 $114,878.50M/20/2017 $112,699.7012/20/2017 $115,536.601/20/2018 $113,381.702/20/2018 $113,720.503/20/2018 $121,461.504/20/2018 $114,423.205/20/2018 $117,209.506/20/2018 $115,115.307/2(V2018 $117,881 JO8/20/2018 $115,811.509/2Q/20I8 $116,157.6010/20/2018 $118,892.9011/20/2018 $116,859.9012/20/2018 $119,574.601/20/2019 $117,566.402/20/2019 $117,917.703/20/2019 $125J63.904/20/2019 $118,644.405/20/2019 $121J06.606/20/2019 $119J6I.307/20/2019 $122,002.608/20/2019 $120,082.509/20/2019 $120,441.4010/20/2019 $123,050.9011/20/2019 $121,168.9012/20/2019 $123,757.101/20/2020 $121,900.802/20/2020 $122,265.003/20/2020 $127,011.604/20/2020 $123,009.905/20/2020 $125J44.006/20/2020 $123,752.607/20/2020 $126J64.908/20/2020 $124,499.609/20/2020 $124,871.70
JACKSON KNERCY COOI'ERATIVE CORPORATIONMcKec, KentuckyPrnniissury Nolc No.0007I63IT0I
10/20/2020
11/20/2020
12/20/2020
1/20/2021
2/20/2021
.3/20/2021
4/20/2021
.5/20/2021
6/20/2021
7/20/2021
8/20/2021
9/20/2021
10/20/2021
11/20/2021
12/20/2021
1/20/2022
2/20/2022
-3/20/2022
4/20/2022
5/20/2022
6/20/2022
7/20/2022
8/20/2022
9/20/2022
10/20/202211/20/2022
12/20/2022
1/20/2023
2/20/2023
3/20/2023
4/20/2023
5/20/2023
6/20/2023
7/20/2023
8/20/2023
9/20/2023
10/20/202311/20/2023
12/20/2023
1/20/2024
2/20/2024
3/20/20244/20/2024
5/20/2024
6/20/2024
7/20/2024
8/20/2024
$127,351.10
$125.625..30$128,082.60
$126,383.40
$126,761.00$133,27.5.30
$127,538.00$129,939.20$128,307.40$1.30,685.90$129,081.30$129,467.00$131,811.50$130,247.70$132,569..30$131,033.00
$131,424.50$137,500.10
$132,228.10$134,491.50$133,025.10$135,265.10$133.826.80$134,226.60$136,431.30$135,035.40$137,216.30$13.5,848.90$136,2.54.80$141,87.5.90$137,085.90$139,206.60$1.37,911..50$140,007.90$138,741.90$139,156.50$141,216.40$139,994.20$142,029.50$140,836.90$141,257.80$144,832.10$142,112.60$144.085.70$142,967.80$144,915.80$143,828.00
JACKSON KNliRGY COOI'liRATlVKCORPORATIONMcKec, KentuckyPruniissory Nolc No.00071631 TO I
9/20/2024 $144,257.8010/20/2024 $146,167.9011/20/2024 $145,125.6012/20/2024 $147,010.201/20/2025 $ I45.998..502/20/2025 $146,434.703/20/2025 $151,098.204/20/2025 $I47..323.805/20/2025 $149,143.906/20/2025 $148,209.707/20/2025 $150,003.708/20/2025 $149,100.709/20/2025 $149,546.3010/20/2025 $15l..301.1011/20/2025 $1.50.445.2012/20/2025 $152,173.601/20/2026 $151,.349.402/20/2026 $151,801.703/20/2026 $155,960.204/20/2026 $1.52,721.305/20/2026 $1-54,382.906/20/2026 $153,638.907/20/2026 $1.55.273.608/20/2026 $154,562.009/20/2026 $155,023.8010/20/2026 $156,617.8011/20/2026 $1-55.955.0012/20/2026 $1-57,-521.601/20/2027 $1-56.891.702/20/2027 $157,360.-503/20/2027 $160,996.104/20/2027 $1-58.311.805/20/2027 $159,809.206/20/2027 $159,262.307/20/2027 $160.7-31.808/20/2027 $160,218..509/20/2027 $160,697.-3010/20/2027 $162,124.60! 1/20/2027 $161,661.8012/20/2027 $163,060.901/20/2028 $162,6-32.102/20/2028 $16.3,118.103/20/2028 $165,343.204/20/2028 $164,099.605/20/2028 $165,427.006/20/2028 $165,084.207/20/2028 $166,382.70
JACKSON KNI^RGY COOPERATIVItCORI»ORATIONMcKia:, KentuckyI*roraligiory Note No. (XJ0716.11 TO I
8/20/2028
9/20/2028
I0/2Q/2028
11/20/2028
12/20/2028
1/20/2029
2/20/2029
.1/20/2029
4/20/2029
.5/20/20296/20/2029
7/20/2029
8/20/2029
9/20/2029
10/20/202911/20/2029
12/20/2029
1/20/2030
2/20/2030
3/20/2030
4/20/20305/20/2030
6/20/2030
7/20/2030
8/20/2030
9/20/2030
10/2Qr203011/20/2030
12/20/20.10
1/20/2031
2/20/2031
3/20/2ail
4/20/2031
5/20/2031
6/20/2031
7/20/2031
8/20/20.11
$166,074.60$166,570.90$167,82.5.80$167,570.10$168,79.5.60$168,575.20$169.078.90$171,612.10$170.096.90$171,248.20$171,116.80$172,238.20
$172,142.80$172.657.20$173,7.33..10$17.3,69Z20$174,737.90$174,7.13.30$175,255.40$177,207.60$176,308.60$177,277.50$177,365.20$178,303.00$178,427.90$178,961.10$179,852.10$180,033.20$180,892.70
$181,111.70$181,652.90$183,00.1.10$182,742^0$183,522.40$183,836.90$184,584.70$184,937.80
10/20/2031 1.*ioj,tyu.w
$186,189.6011/20/2031 1 $186,601.0012/20/2031 1 $187,267.601/20/2032 1 $187,718.102/20/2032 1 $188279.00.1/20/2032 1 $188,951.204/20/2032 1 $189,406.205/20/2032 1 $189,989.99