REVOLVING 364 DAY CREDIT AGREEMENT



REVOLVING CREDIT AGREEMENT



dated as of



March 22, 2006



among



NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION,



THE BANKS LISTED HEREIN,



ABN AMRO BANK N.V.,



THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH



and



THE ROYAL BANK OF SCOTLAND PLC

as Co-Documentation Agents,





JPMORGAN CHASE BANK, N.A.,

as Administrative Agent



and



THE BANK OF NOVA SCOTIA,

as Syndication Agent







 

THE BANK OF NOVA SCOTIA



and



J.P. MORGAN SECURITIES, INC.,

as Co-Lead Arrangers and Joint Bookrunners




	TABLE OF CONTENTS


	
	
	
		
			
				
					
						
							
								
									
										
											
												
													
														
															
																
																Page

															

														

													

												

											

										

									

								

							

						

					

				

			

		

	



	
Article 1

Definitions

Section 1.01. Definitions                                                                                                     
		        1

		Section 1.02. Accounting Terms and Determinations                                                           
		    14

		Section 1.03. Types of Borrowings                                                                                     
		       14

	

Article 2

The Credits

Section 2.01. Commitments to Lend 
		                                                                                        
		  14

		Section 2.02. Notice of Committed Borrowings 
		                                                                      
		  14

		Section 2.03. Money Market Borrowings 
		                                                                                   
		
		15

		Section 2.04. Notice to Banks; Funding of Loans  
		                                                                     19

		Section 2.05. Notes  
		                                                                                           
		                         20

		Section 2.06. Maturity of Loans  
		                                                                                                20

		Section 2.07. Interest Rates  
		                                                                                                       20

		Section 2.08. Method of Electing Interest Rates  
		                                                                       22

		Section 2.09. Fees  
		                                                                                           
		                           24

		Section 2.10. Optional Termination or Reduction of Commitments  
		                                         25

		Section 2.11. Mandatory Termination of Commitments 
		                                                             25

		Section 2.12. Optional Prepayments 
		                                                                                           25

		Section 2.13. General Provisions as to Payments  
		                                                                     25

		Section 2.14. Funding Losses  
		                                                                                                     26

		Section 2.15. Computation of Interest and Fees  
		                                                                        26

		Section 2.16. Withholding Tax Exemption  
		                                                                                 27

		Section 2.17. Increase of Commitments  
		                                                                                     27

	

Article 3

Conditions

	Section 3.01. Effectiveness  
		                                                                                           
		              28

		Section 3.02. Prior Credit Agreements  
		                                                                                       29

		Section 3.03. Borrowings  
		                                                                                                            30

	

	Article 4

Representations and Warranties

Section 4.01. Corporate Existence, Power and Authority
		                                                             31

		Section 4.02. Financial Statements  
		                                                                                               31

		Section 4.03. Litigation    
		                                                                                                               
		32

		Section 4.04. Governmental Authorizations  
		                                                                                  33

		Section 4.05. Members' Subordinated Certificates  
		                                                                       33

		Section 4.06. No Violation of Agreements  
		                                                                                     33

		i


		Section 4.07. No Event of Default under the Indentures
		
		                                                                33

		Section 4.08. Compliance with ERISA 
		                                                                                            34

		Section 4.09. Compliance with Other Laws
		
		                                                                                    34

		Section 4.10. Tax Status 
		                                                                                                                  34

		Section 4.11. Investment Company Act 
		                                                                                           
		
		34

		Section 4.12. Public Utility Holding Company Act
		
		                                                                        34

		Section 4.13. Disclosure 
		                                                                                                                 34

		Section 4.14. Subsidiaries 
		                                                                                                              35

		Section 4.15. Environmental Matters 
		                                                                                             
		
		35

	

Article 5

Covenants

Section 5.01. Corporate Existence 
		                                                                                                  
		35

		Section 5.02. Disposition of Assets, Merger, Character of
		Business, etc 
		                                      
		36

		Section 5.03. Financial Information 
		                                                                                              
		
		36

		Section 5.04. Default Certificates 
		                                                                                                   
		38

		Section 5.05. Notice of Litigation, Legislative Developments and
		Defaults 
		                                  39

		Section 5.06. ERISA 
		                                                                                                                         39

		Section 5.07. Payment of Charges 
		                                                                                                  
		40

		Section 5.08. Inspection of Books and Assets
		
		                                                                                
		 40

		Section 5.09. Indebtedness 
		                                                                                                              
		40

		Section 5.10. Liens 
		                                                                                                                           
		41

		Section 5.11. Maintenance of Insurance
		
		                                                                                         
		42

		Section 5.12. Subsidiaries and Joint Ventures
		
		                                                                                
		42

		Section 5.13. Minimum TIER 
		                                                                                                           
		43

		Section 5.14. Retirement of Patronage Capital
		
		                                                                           
		    43

		Section 5.15. Use of Proceeds 
		                                                                                                          
		43

	

	Article 6

Defaults

Section 6.01. Events of Defaults 
		                                                                                                       
		44

		Section 6.02. Notice of Default 
		                                                                                                         
		46

	

Article 7

The Administrative Agent

Section 7.01. Appointment and Authorization
		
		                                                                                 
		46

		Section 7.02. Administrative Agent and Affiliates
		
		                                                                           
		46

		Section 7.03. Action by Administrative Agent
		
		                                                                                  
		46

		Section 7.04. Consultation with Experts
		
		                                                                                          
		47

		Section 7.05. Liability of Administrative Agent
		
		                                                                               
		47

		Section 7.06. Indemnification 
		                                                                                                           
		47

		Section 7.07. Credit Decision 
		                                                                                                           
		47

		Section 7.08. Successor Administrative Agent
		
		                                                                                  
		48

		Section 7.09. Co-Documentation Agents and Syndication Agent Not
		Liable 
		                                    48

	

ii



	

Article 8

Change in Circumstances

Section 8.01. Basis for Determining Interest Rate Inadequate or
		Unfair                                            48

		Section 8.02. Illegality                                                                                                                           49

		Section 8.03. Increased Cost and Reduced Return
		
		                                     
		                  
		                     
		49

		Section 8.04. Base Rate Loans Substituted for Affected Euro-Dollar
		Loans 
		                                      
		51

	

Article 9

Miscellaneous

Section 9.01. Notices                                                                                                                            
		52

		Section 9.02. No Waivers                                                                                                 
		                    52

		Section 9.03. Expenses; Documentary Taxes; Indemnification
		
		                                                         
		52

		Section 9.04. Sharing of Set-offs                                                                                
		                         53

		Section 9.05. Amendments and Waivers                                                                                               
		53

		Section 9.06. Successors and Assigns                                                                                                 
		
		54

		Section 9.07. Collateral                                                                                                                      
		55

		Section 9.08. Governing Law 
		                                                                                  
		                          
		55

		Section 9.09. Counterparts; Integration
		
		                                                                                            
		56

		Section 9.10. Several Obligations                                                                                                        56

		Section 9.11. Severability                                                                                                                    
		56

		Section 9.12. Confidentiality                                                                                                                57

		Section 9.13. WAIVER OF JURY TRIAL 
		                                                                                             
		57

		Section 9.14. USA Patriot Act                                                                                                
		              57

	


iii



Agent Schedule

Commitment Schedule

Pricing Schedule

Schedule 5.03(a)               Non-GAAP Subsidiaries

Exhibit A                    -      Form of Note

Exhibit B-1 and B-2   -      Forms of RUS Guarantee

Exhibit C                    -      Money Market Quote Request

Exhibit D                    -      Invitation for Money Market Quotes

Exhibit E                    -      Money Market Quote

Exhibit F                    -      Opinion of General Counsel for the Borrower

                                          Annex A to Exhibit F - Subsidiaries and Joint Ventures

Exhibit G                    -      Opinion of Special Counsel for the Administrative
				Agent

Exhibit H                    -      Assignment and Assumption Agreement


iv



REVOLVING CREDIT AGREEMENT


          REVOLVING CREDIT AGREEMENT dated as of March 22, 2006, among NATIONAL RURAL
UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative
association incorporated under the laws of the District of Columbia, as
Borrower, the BANKS listed on the signature pages hereof, ABN AMRO BANK N.V.,
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH and THE ROYAL BANK OF
SCOTLAND PLC, as Co-Documentation Agents, THE BANK OF NOVA SCOTIA, as
Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

          The parties hereto agree as follows:

Article 1

Definitions

          Section 1.01.
Definitions. The following terms, as used herein, have the following
meanings:

          "1994 Indenture" means the Indenture dated as of February 15, 1994 and
as amended as of September 16, 1994 between the Borrower and U.S. Bank National
Association, as trustee, as amended and supplemented from time to time,
providing for the issuance in series of certain collateral trust bonds of the
Borrower.

          "1972 Indenture" means the Seventeenth Supplemental Indenture dated as
of March 1, 1987, amending and restating in full the Indenture dated as of
December 1, 1972, by and between the Borrower and U.S. Bank Trust National
Association, as trustee, as amended and supplemented from time to time,
providing for the issuance in series of certain collateral trust bonds of the
Borrower.

          "Absolute Rate Auction" means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.03.

          "Adjusted London Interbank Offered Rate" has the meaning set forth in
Section 2.07(b).

          "Administrative Agent" means JPMorgan Chase Bank, N.A., in its
capacity as administrative agent for the Banks hereunder, and its successors in
such capacity.

          "Administrative Questionnaire" means, with respect to each Bank, the
administrative questionnaire in the form submitted to such Bank by the
Administrative Agent and submitted to the Administrative Agent (with a copy to
the Borrower) duly completed by such Bank.

1


          "Agreement" means this Revolving Credit Agreement, as the same may be
amended from time to time.

          "Applicable Lending Office" means, with respect to any Bank, (i) in
the case of its Base Rate Loans, its Domestic Lending Office, (ii) in the case
of its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case
of its Money Market Loans, its Money Market Lending Office.

          "Assignee" has the meaning set forth in Section 9.06(c).

          "Bank" means each bank listed on the signature pages hereof, each
Assignee which becomes a Bank pursuant to Section 9.06(c), and their respective
successors.

          "Base Rate" means, for any day, a rate per annum equal to the higher
of (i) the Prime Rate for such day and (ii) the sum of 1/2
of 1% plus the Federal Funds Rate for such day.

          "Base Rate Loan" means a Committed Loan that bears interest at the
Base Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or the last sentence of Section 2.08(a) or Article 8.

          "Bonds" means any bonds issued pursuant to either or both of the
Indentures, as the context may require.

          "Borrower" means the National Rural Utilities Cooperative Finance
Corporation, a not-for-profit cooperative association incorporated under the
laws of the District of Columbia, and its successors.

          "Borrowing" has the meaning set forth in Section 1.03.

          "Co-Documentation Agents" means ABN AMRO Bank N.V., The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch and The Royal Bank of Scotland plc,
each in its capacity as co-documentation agent hereunder, and their successors
in such capacity.

          "Commitment" means (i) with respect to each Bank listed on the
signature pages hereof, the amount set forth opposite the name of such Bank on
the Commitment Schedule hereto and (ii) with respect to any Assignee that
becomes a Bank pursuant to Section 9.06(c), the amount of the transferor Bank's
Commitment assigned to it pursuant to Section 9.06(c), in each case as such
amount may from time to time be reduced pursuant to Sections 2.10 and 2.11; 
provided that, if the context so requires, the term "Commitment" means the
obligation of a Bank to extend credit up to such amount to the Borrower
hereunder.

          "Committed Borrowing" means a Borrowing under Section 2.01.

2



          "Committed Loan" means a Revolving Loan or a Term Loan; provided
that, if any such loan or loans (or portions thereof) are combined or subdivided
pursuant to a Notice of Interest Rate Election, the term "Committed Loan" shall
refer to the combined principal amount resulting from such combination or to
each of the separate principal amounts resulting from such subdivision, as the
case may be.

          "Commitment Termination Date" means March 21, 2007 or, if such day is
not a Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

          "Consolidated Subsidiary" means at any date any Subsidiary and any
other entity the accounts of which would be combined or consolidated with those
of the Borrower in its combined or consolidated financial statements if such
statements were prepared as of such date.

          "Consolidated Subsidiary Member" has the meaning set forth in
Section 5.03(b)(iii)(A).

          "Cost of Funds" means, for any period, the line item "cost of funds"
as it appears on the statement of operations of the Borrower and its
Consolidated Subsidiaries for such period delivered to the Banks pursuant to
Section 5.03(b), calculated in accordance with generally accepted accounting
principles as in effect from time to time.

          "Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both (as
specified in Section 6.01) would, unless cured or waived, become an Event of
Default.

          "Derivative Cash Settlements" means, for any period, the line item
"derivative cash settlements" as it appears on the statement of operations of
the Borrower and its Consolidated Subsidiaries for such period delivered to the
Banks pursuant to Section 5.03(b), calculated in accordance with generally
accepted accounting principles as in effect from time to time.

          "Derivatives Obligations" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing transactions.

          "Determination Date" has the meaning set forth in Section 5.09.

          "Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to close.

3


          "Domestic Lending Office" means, as to each Bank, its office located
at its address set forth in its Administrative Questionnaire (or identified in
its Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Administrative Agent.

          "Effective Date" means the date this Agreement becomes effective in
accordance with Section 3.01.

          "Environmental Laws" means any and all federal, state, local and
foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and governmental restrictions relating to the
environment, the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contaminants, Hazardous Substances or
wastes into the environment including, without limitation, ambient air, surface
water, ground water, or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, Hazardous Substances or wastes or the
clean-up or other remediation thereof.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

          "ERISA Group" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414(b) or (c) of the
Internal Revenue Code or, for purposes of Section 412 of the Internal Revenue
Code, under Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

          "Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

          "Euro-Dollar Lending Office" means, as to each Bank, its office,
branch or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Borrower and the Administrative Agent.

          "Euro-Dollar Loan" means a Committed Loan that bears interest at a
Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or
Notice of Interest Rate Election.

          "Euro-Dollar Margin" means a rate per annum determined in accordance
with the Pricing Schedule.

4



          "Euro-Dollar Rate" means, for any day, a rate per annum determined in
accordance with Section 2.07(b).

          "Euro-Dollar Reference Banks" means the principal London offices of
The Bank of Nova Scotia and JPMorgan Chase Bank, N.A.

          "Euro-Dollar Reserve Percentage" has the meaning set forth in Section
2.07(b).

          "Event of Default" has the meaning set forth in Section 6.01.

          "Facility Fee Rate" means a rate per annum determined in accordance
with the Pricing Schedule.

          "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day; provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to JPMorgan Chase Bank, N.A. on such day on
such transactions as determined by the Administrative Agent.

          "Fixed Rate Borrowing" means either a Euro-Dollar Borrowing or a Money
Market LIBOR Borrowing. 

          "Fixed Rate Loans" means Euro-Dollar Loans or Money Market Loans
(excluding Money Market LIBOR Loans bearing interest at the Base Rate pursuant
to Section 8.01) or any combination of the foregoing.

          "Foreclosed Asset" has the meaning set forth in Section 5.12.

          "Group of Loans" means, at any time, a group of Loans consisting of
(i) all Committed Loans which are Base Rate Loans at such time or (ii) all
Euro-Dollar Loans having the same Interest Period at such time; provided
that if a Committed Loan of any particular Bank is converted to or made as a
Base Rate Loan pursuant to Article 8, such Loan shall be included in the same
Group or Groups of Loans from time to time as it would have been in if it had
not been so converted or made.

          "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Indebtedness
or lease payments of any other Person or otherwise in any manner assuring the
holder of any Indebtedness of, or the obligee under any lease of, any other
Person through an agreement, contingent or otherwise, to purchase Indebtedness
or the 

5



property subject to such lease, or to purchase goods, supplies or services
primarily for the purpose of enabling the debtor or obligor to make payment of
the Indebtedness or under such lease or of assuring such Person against loss, or
to supply funds to or in any other manner invest in the debtor or obligor, or
otherwise; provided that the term "Guarantee" shall
not include endorsements for collection or deposit in the ordinary course of
business. The term "Guarantee" when used as a verb has a correlative
meaning.

          "Guaranteed Portion" has the meaning set forth in the definition of
RUS Guaranteed Loan. 

          "Hazardous Substances" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives, by-products
and other hydrocarbons, or any substance having any constituent elements
displaying any of the foregoing characteristics.

          "Indebtedness" with respect to any Person means:

          (1) all indebtedness which would appear as indebtedness on a balance sheet of
such Person prepared in accordance with generally accepted accounting principles
(i) for money borrowed, (ii) which is evidenced by securities sold for money or
(iii) which constitutes purchase money indebtedness;

          (2) all indebtedness of others Guaranteed by such Person;

          (3) all indebtedness secured by any Lien upon property owned by such Person,
even though such Person has not assumed or become liable for the payment of such
indebtedness; and

          (4) all indebtedness of such Person created or arising under any conditional
sale or other title retention agreement (including any lease in the nature of a
title retention agreement) with respect to property acquired by such Person
(even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession of such property),
but only if such property is included as an asset on the balance sheet of such
Person; 



provided that, in computing the "Indebtedness" of such Person,
there shall be excluded any particular indebtedness if, upon or prior to the
maturity thereof, there shall have been deposited with the proper depositary in
trust money (or evidences of such indebtedness) in the amount necessary to pay,
redeem or satisfy such indebtedness, and thereafter such money and evidences of
indebtedness so deposited shall not be included in any computation of the assets
of such Person; and provided further that no provision of this
definition shall be construed to include as "Indebtedness" of the
Borrower or its Consolidated Subsidiaries any indebtedness by virtue of any
agreement by the Borrower or its Consolidated Subsidiaries to advance or supply
funds to Members or Consolidated Subsidiary Members.

6



 

          "Indenture" means either the 1972 Indenture or the 1994 Indenture, and
"Indentures" means both such Indentures.

          "Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing and ending one,
two, three or six months thereafter, as the Borrower may elect in the applicable
Notice of Borrowing; provided that:

          (a) any Interest Period which would otherwise end on a day which is not a
Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar
Business Day unless such Euro-Dollar Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Euro-Dollar Business Day;

          (b) any Interest Period which begins on the last Euro-Dollar Business Day of
a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall, subject to
clause (c) below, end on the last Euro-Dollar Business Day of a calendar month;
and 

          (c) any Interest Period of any Euro-Dollar Loan included in such Borrowing
which would otherwise end after the Maturity Date shall, with respect to such
Euro-Dollar Loan, end on such Maturity Date;

          (2) with respect to each Base Rate Borrowing, the period commencing on the
date of such Borrowing and ending 30 days thereafter; provided that:

          (a) any Interest Period which would otherwise end on a day which is not a
Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar
Business Day; and 

          (b) any Interest Period of any Base Rate Loan included in such Borrowing
which would otherwise end after the Maturity Date shall, with respect to such
Base Rate Loan, end on such Maturity Date;

          (3) with respect to each Money Market LIBOR Borrowing, the period commencing
on the date of such Borrowing and ending any whole number of months thereafter
(but not less than one month) as the Borrower may elect in the applicable Notice
of Borrowing; provided that:

          (a) any Interest Period which would otherwise end on a day which is not a
Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar
Business Day unless such Euro-Dollar Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Euro-Dollar Business Day;

          (b) any Interest Period which begins on the last Euro-Dollar Business Day of
a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall, 

7



subject to
clause (c) below, end on the last Euro-Dollar Business Day of a calendar month;
and

          (c) any Interest Period which would otherwise end after the Commitment
Termination Date shall end on the Commitment Termination Date; and

          (4) with respect to each Money Market Absolute Rate Borrowing, the period
commencing on the date of such Borrowing and ending such number of days
thereafter (but not less than 30 days) as the Borrower may elect in the
applicable Notice of Borrowing; provided that:

          (a) any Interest Period which would otherwise end on a day which is not a
Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar
Business Day; and 

          (b) any Interest Period which would otherwise end after the Commitment
Termination Date shall end on the Commitment Termination Date.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

          "Investments" has the meaning set forth in Section 5.12.

          "Joint Venture" means any corporation, partnership, association, joint
venture or other entity in which the Borrower, directly or indirectly through
Subsidiaries or Joint Ventures, has an equity interest at the time of 10% or
more but which is not a Subsidiary; provided that no Person whose only
assets are RUS Guaranteed Loans and investments incidental thereto shall be
deemed a Joint Venture.

          "LIBOR Auction" means a solicitation of Money Market Quotes setting
forth Money Market Margins based on the London Interbank Offered Rate pursuant
to Section 2.03.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, the Borrower or any Subsidiary shall be
deemed to own subject to a Lien any asset which it has acquired or holds subject
to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such asset.

          "Loan" means a Base Rate Loan or a Euro-Dollar Loan or a Money Market
Loan and "Loans" means Base Rate Loans or Euro-Dollar Loans or Money
Market Loans or any combination of the foregoing.

          "London Interbank Offered Rate" has the meaning set forth in Section
2.07(b).

8


          "Maturity Date" means (i) with respect to any Revolving Loan, the
Commitment Termination Date, (ii) with respect to any Term Loan, the first
anniversary of the Commitment Termination Date, and (iii) with respect to any
Money Market Loan, the last day of the Interest Period applicable thereto. 

          "Member" means any Person which is a member or a patron of the
Borrower.

          "Members' Subordinated Certificate" means a note of the Borrower or
its Consolidated Subsidiaries substantially in the form of the membership
subordinated subscription certificates and the loan and guarantee subordinated
certificates outstanding on the date of the execution and delivery of this
Agreement and any other Indebtedness of the Borrower or its Consolidated
Subsidiaries having substantially similar provisions as to subordination as
those contained in said outstanding membership subordinated subscription
certificates and loan and guarantee subordinated certificates.

          "Money Market Absolute Rate" has the meaning set forth in Section
2.03(d).

          "Money Market Absolute Rate Loan" means a loan to be made by a Bank
pursuant to an Absolute Rate Auction.

          "Money Market Lending Office" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the Borrower
and the Administrative Agent; provided that any Bank may from time to
time by notice to the Borrower and the Administrative Agent designate separate
Money Market Lending Offices for its Money Market LIBOR Loans, on the one hand,
and its Money Market Absolute Rate Loans, on the other hand, in which case all
references herein to the Money Market Lending Office of such Bank shall be
deemed to refer to either or both of such offices, as the context may require.

          "Money Market LIBOR Loan" means a loan to be made by a Bank pursuant
to a LIBOR Auction (including such a loan bearing interest at the Prime Rate
pursuant to Section 8.01(a)).

          "Money Market Loan" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

          "Money Market Margin" has the meaning set forth in Section 2.03(d).

          "Money Market Quote" means an offer by a Bank to make a Money Market
Loan in accordance with Section 2.03.

          "Moody's" means Moody's Investors Service, Inc., and its successors.

          "Multiple Employer Plan" means a single employer plan, as defined in
Section 4001 of ERISA and subject to Title IV of ERISA, which has two or more


9



contributing sponsors, one of whom is the Borrower or a Subsidiary of the
Borrower or any member of the ERISA Group, at least two of whom are not under
common control, within the meaning of Section 4063 of ERISA.

          "Net Margin" means, for any period, the sum of (i) the line item "net
margin" on the statement of operations of the Borrower and its Consolidated
Subsidiaries plus (ii) the line item "minority interest" on the
consolidated statement of operations of the Borrower and its Consolidated
Subsidiaries at the last day of such period, each as it appears in the financial
statements for such period delivered to the Banks pursuant to Section 5.03(b),
and each calculated in accordance with generally accepted accounting principles
as in effect from time to time; provided that non-cash adjustments
(whether positive or negative) required to be made pursuant to SFAS 133 and SFAS
52 on each such line item shall be excluded from the calculation thereof to the
extent otherwise included therein.

          "Notes" means promissory notes of the Borrower, substantially in the
form of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans, and "Note" means any one of such promissory notes issued
hereunder.

          "Notice of Borrowing" means a Notice of Committed Borrowing or a
Notice of Money Market Borrowing.

          "Notice of Committed Borrowing" has the meaning set forth in Section
2.02. 

          "Notice of Interest Rate Election" has the meaning set forth in
Section 2.08. 

          "Notice of Money Market Borrowing" has the meaning set forth in
Section 2.03(f).

          "Participant" has the meaning set forth in Section 9.06(b).

          "Patronage Capital Certificates" means those certificates that
evidence the portion of Net Margin allocated by the Borrower among its Members
in accordance with applicable cooperative principles.

          "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

          "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

          "Plan" means any multiemployer plan or single employer plan (including
any Multiple Employer Plan), as defined in Section 4001 and subject to Title IV
of ERISA, which is maintained or contributed to by, or at any time during the
five calendar years preceding the date of this Agreement was maintained or

10



contributed to by, the Borrower or a Subsidiary of the Borrower or any member of
the ERISA Group.

          "Pricing Schedule" means the Pricing Schedule attached hereto.

          "Prime Rate" means the rate of interest publicly announced by JPMorgan
Chase Bank, N.A. in New York City from time to time as its Prime Rate.

          "Prior Credit Agreements" means (i) the Revolving Three Year Credit
Agreement, dated as of March 30, 2004, among the Borrower, JPMorgan Chase Bank,
N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent, Bank of
America, N.A., as Syndication Agent, The Bank of Nova Scotia, ABN AMRO Bank N.V.
and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as Co-Documentation
Agents, and the banks party thereto and (ii) the 364-Day Revolving Credit
Agreement dated as of March 23, 2005 among the Borrower, the banks listed on the
signature pages thereof, JPMorgan Chase Bank, N.A., Bank of America, N.A. and
The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as Co-Documentation Agents,
ABN AMRO Bank N.V., as Syndication Agent, and The Bank of Nova Scotia, as
Administrative Agent, and "Prior Credit Agreement" means any of the
foregoing agreements.

          "Qualified Subordinated Indebtedness" means the Borrower's (i) 6.75%
Subordinated Deferrable Interest Notes Due 2043, (ii) 7.625% Quarterly Income
Capital Securities (Subordinated Deferrable Interest Debentures Due 2050), (iii)
7.40% Quarterly Income Capital Securities (Subordinated Deferrable Interest
Debentures Due 2050), (iv) 6.10% Subordinated Deferrable Interest Notes Due
2044, (v) 5.95% Subordinated Deferrable Interest Notes Due 2045, and (vi) any
other Indebtedness of the Borrower having substantially similar terms as to
subordination as those contained in the instruments and documents relating to
the foregoing Indebtedness or that would be junior to any of the foregoing; 
provided that such Indebtedness (a) will not mature prior to the Maturity
Date and (b) does not require payments of principal prior to the Maturity Date,
except pursuant to acceleration or at the option of the Borrower.

          "REDLG Program Liens" means Liens on any asset of the Borrower
required to be pledged as collateral to support obligations of the Borrower with
respect to any government Guarantee provided pursuant to regulations issued
under the Rural Electrification Act of 1936, 7 U.S.C. 901 et. seq., and the Farm
Security and Rural Investment Act of 2002, Pub. L. 107-171, 116 Stat. 413 ("REDLG
Obligations") so long as such Guarantee supports long-term Indebtedness
issued by the Borrower and permitted by Section 5.09.

          "REDLG Obligations" has the meaning set forth in the definition of
REDLG Program Liens.

          "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

11



          "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

          "Reportable Event" means an event described in Section 4043(c) of
ERISA or regulations promulgated by the Department of Labor thereunder (with
respect to which the 30 day notice requirement has not been waived by the PBGC).

          "Required Banks" means at any time Banks having at least 51% of the
sum of the aggregate amount of the unused Commitments and the aggregate
principal outstanding amount of the Loans.

          "Revolving Credit Period" means the period from and including the
Effective Date to but excluding the Commitment Termination Date.

          "Revolving Loan" means a loan made by a Bank pursuant to Section
2.01(a).

          "RUS" means the Rural Utilities Service of the Department of
Agriculture of the United States of America (as successor to the Rural
Electrification Administration of the Department of Agriculture of the United
States of America) or any other regulatory body which succeeds to its functions.

          "RUS Guaranteed Loan" means any loan made by any Person, which loan
(x) bears interest at least equal to such Person's cost of funds and (y) is
guaranteed, in whole or in part, as to principal and interest by the United
States of America through the RUS pursuant to a guarantee, which guarantee
contains provisions no less favorable to the holder thereof than the provisions
set forth in the form of Exhibit B-1 or Exhibit B-2 hereto; and "Guaranteed
Portion" of any RUS Guaranteed Loan means that portion of principal of, and
interest on, such RUS Guaranteed Loan which is guaranteed by the United States
of America through the RUS as provided in clause (y).

          "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors.

          "Securities and Exchange Commission" means the Securities and Exchange
Commission or any other governmental authority succeeding to any or all of the
functions of the Securities and Exchange Commission. 

          "SFAS 52" means Statement of Financial Accounting Standards No. 52
entitled "Foreign Currency Translations", issued December, 1981 by the Financial
Accounting Standards Board, as amended from time to time.

          "SFAS 133" means Statement of Financial Accounting Standards No. 133
entitled "Accounting for Derivative Instruments and Hedging Activities", issued
June, 1998 by the Financial Accounting Standards Board as amended from time to
time.

12



          "Special Purpose Subsidiary" has the meaning set forth in Section
5.12.

          "Start-up Investments" has the meaning set forth in Section 5.12.

          "Subsidiary" of any Person means (i) any corporation more than 50% of
whose stock of any class or classes having by the terms thereof ordinary voting
power to elect a majority of the directors of such corporation (irrespective of
whether or not at the time stock of any class or classes of such corporation
shall have or might have voting power by reason of the happening of any
contingency) is at the time owned by such Person directly or indirectly through
its Subsidiaries, and (ii) any other Person in which such Person directly or
indirectly through Subsidiaries has more than a 50% voting and equity interest;
provided that no Person whose only assets are RUS Guaranteed Loans and
investments incidental thereto shall be deemed a Subsidiary. 

          "Superior Indebtedness" means all Indebtedness of the Borrower and its
Consolidated Subsidiaries (other than Members' Subordinated Certificates and
Qualified Subordinated Indebtedness), but excluding (i) Indebtedness of the
Borrower or any of its Consolidated Subsidiaries to the extent that the proceeds
of such Indebtedness are used to fund Guaranteed Portions of RUS Guaranteed
Loans and (ii) any indebtedness of any Member Guaranteed by the Borrower or any
of its Consolidated Subsidiaries ("Guaranteed Indebtedness"), to the
extent that either (x) the long-term unsecured debt of such Member is rated at
least BBB+ by S&P or Baa1 by Moody's or (y) the payment of principal and
interest by the Borrower or any of its Consolidated Subsidiaries in respect of
such Guaranteed Indebtedness is covered by insurance or reinsurance provided by
an insurer having an insurance financial strength rating of AAA by S&P or a
financial strength rating of Aaa by Moody's.

          "Syndication Agent" means The Bank of Nova Scotia, in its capacity as
Syndication Agent hereunder, and its successors in such capacity.

          "Term Loan" means a loan made pursuant to Section 2.01(b).

          "TIER" means, for any period, the ratio of (x) Net Margin plus
Cost of Funds plus Derivative Cash Settlements to (y) Cost of Funds 
plus Derivative Cash Settlements, in each case for such period.

          "Type" refers to whether a Loan is a Base Rate Loan, a Euro-Dollar
Loan, a Money Market Absolute Rate Loan or a Money Market LIBOR Loan.

          "Utilization" means, at any date, the percentage equivalent of a
fraction (i) the numerator of which is the aggregate outstanding principal
amount of Loans at such date and (ii) the denominator of which is the aggregate
amount of the Commitments at such date; provided that if any Loans remain
outstanding following the termination of the Commitments, Utilization will be
deemed to be 100% of the principal amount then outstanding. 

13



          Section 1.02.
Accounting Terms and Determinations. Unless otherwise specified herein,
all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made and all financial statements required to
be delivered hereunder shall be prepared in accordance with generally accepted
accounting principles as in effect from time to time, applied on a basis
consistent (except for changes concurred in by the Borrower's independent public
accountants) with the most recent audited financial statements of the Borrower
and its Consolidated Subsidiaries delivered to the Banks.

          Section 1.03 Types of Borrowings. The term "Borrowing" denotes the aggregation of
Loans of one or more Banks to be made to the Borrower pursuant to Article 2 on a
single date and for a single Interest Period. Borrowings are classified for
purposes of this Agreement either by reference to the pricing of Loans
comprising such Borrowing (e.g., a "Euro-Dollar Borrowing" is a
Borrowing comprised of Euro-Dollar Loans) or by reference to the provisions of
Article 2 under which participation therein is determined (i.e., a "Revolving
Borrowing" is a Borrowing under Section 2.01(a) in which all Banks
participate in proportion to their Commitments, while a "Money Market
Borrowing" is a Borrowing under Section 2.03 in which the Bank participants
are determined on the basis of their bids in accordance therewith).

Article 2

The Credits

          Section 2.01.
Commitments to Lend. (a) Revolving Loans. During
the Revolving Credit Period each Bank severally agrees, on the terms and
conditions set forth in this Agreement, to make loans to the Borrower pursuant
to this Section from time to time in amounts such that the aggregate principal
amount of Revolving Loans by such Bank at any one time outstanding shall not
exceed the amount of its Commitment. Each Borrowing shall be in an aggregate
principal amount of $10,000,000 or any larger multiple of $1,000,000 (except
that any such Borrowing may be in the maximum aggregate amount available in
accordance with Section 3.03(d)) and shall be made from the several Banks
ratably in proportion to their respective Commitments. Within the foregoing
limits, the Borrower may borrow under this Section, repay or, to the extent
permitted by Section 2.12, prepay Loans and reborrow at any time during the
Revolving Credit Period under this Section.

          (b) Term Loans. Each Bank severally agrees, on
the terms and conditions set forth in this Agreement, to make a Term Loan to the
Borrower on the Commitment Termination Date in an amount up to but not exceeding
the amount of its Commitment.

          Section 2.02.
Notice of Committed Borrowings. The Borrower shall give the
Administrative Agent notice (a "Notice of Committed Borrowing") not later
than 11:00 A.M. (New York City time) on (x) the date of such Borrowing, in the


14



case of each Base Rate Borrowing, and (y) the third Euro-Dollar Business Day
before such Borrowing, in the case of each Euro-Dollar Borrowing, specifying:

          (a) the date of such Borrowing, which shall be a Domestic Business Day in the
case of a Base Rate Borrowing or a Euro-Dollar Business Day in the case of a
Euro-Dollar Borrowing,

          (b) the aggregate amount of such Borrowing,

          (c) whether the Loans comprising such Borrowing are to bear interest
initially at the Base Rate or a Euro-Dollar Rate, and

          (d) in the case of a Euro-Dollar Borrowing, the duration of the Interest
Period applicable thereto, subject to the provisions of the definition of
Interest Period.

          Notwithstanding the foregoing, no more than 15 Fixed Rate Borrowings shall be
outstanding at any one time, and any Borrowing which would exceed such
limitation shall be made as a Base Rate Borrowing.

          Section 2.03.
Money Market Borrowings. (a) In addition to Committed Borrowings pursuant to
Section 2.01, the Borrower may, as set forth in this Section, request the Banks
during the Revolving Credit Period to make offers to make Money Market Loans to
the Borrower. The Banks may, but shall have no obligation to, make such offers
and the Borrower may, but shall have no obligation to, accept any such offers in
the manner set forth in this Section.

          (b) Money Market Quote Request. When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Administrative Agent by telex or facsimile transmission a Money Market Quote
Request substantially in the form of Exhibit C hereto so as to be received no
later than 10:00 A.M. (New York City time) on (x) the fourth Euro-Dollar
Business Day prior to the date of Borrowing proposed therein, in the case of a
LIBOR Auction or (y) the Domestic Business Day next preceding the date of
Borrowing proposed therein, in the case of an Absolute Rate Auction (or, in
either case, such other time or date as the Borrower and the Administrative
Agent shall have mutually agreed and shall have notified to the Banks not later
than the date of the Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective) specifying:

(i) the proposed date of Borrowing, which shall be a Euro-Dollar
		Business Day in the case of a LIBOR Auction or a Domestic Business Day
		in the case of an Absolute Rate Auction,

		(ii) the aggregate amount of such Borrowing, which shall be
		$10,000,000 or any larger multiple of $1,000,000,

		(iii) the duration of the Interest Period applicable thereto, subject
		to the provisions of the definition of Interest Period, and

	


15



(iv) whether the Money Market Quotes requested are to set forth a
		Money Market Margin or a Money Market Absolute Rate.

	

          The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request shall be given within four Euro-Dollar Business Days (or such other
number of days as the Borrower and the Administrative Agent may agree) of any
other Money Market Quote Request.

          (c) Invitation for Money Market Quotes. Promptly upon receipt of a
Money Market Quote Request, the Administrative Agent shall send to the Banks by
telex or facsimile transmission an Invitation for Money Market Quotes
substantially in the form of Exhibit D hereto, which shall constitute an
invitation by the Borrower to each Bank to submit Money Market Quotes offering
to make the Money Market Loans to which such Money Market Quote Request relates
in accordance with this Section.

          (d) Submission and Contents of Money Market Quotes.
(i) Each Bank may submit a Money Market Quote containing an offer or offers to make
Money Market Loans in response to any Invitation for Money Market Quotes. Each
Money Market Quote must comply with the requirements of this subsection (d) and
must be submitted to the Administrative Agent by telex or facsimile transmission
at its offices specified in or pursuant to Section 9.01 not later than (x) 9:30
A.M. (New York City time) on the third Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New
York City time) on the proposed date of Borrowing, in the case of an Absolute
Rate Auction (or, in either case, such other time or date as the Borrower and
the Administrative Agent shall have mutually agreed and shall have notified to
the Banks not later than the date of the Money Market Quote Request for the
first LIBOR Auction or Absolute Rate Auction for which such change is to be
effective); provided that Money Market Quotes submitted by the
Administrative Agent (or any affiliate of the Administrative Agent) in the
capacity of a Bank may be submitted, and may only be submitted, if the
Administrative Agent or such affiliate notifies the Borrower of the terms of the
offer or offers contained therein not later than (x) 8:30 A.M. (New York City
time) on the third Euro-Dollar Business Day prior to the proposed date of
Borrowing, in the case of a LIBOR Auction or (y) 9:15 A.M. (New York City time)
on the proposed date of Borrowing, in the case of an Absolute Rate Auction.
Subject to Articles 3 and 6, any Money Market Quote so made shall be irrevocable
except with the written consent of the Administrative Agent given on the
instructions of the Borrower.

(ii) Each Money Market Quote shall be in substantially the form of
		Exhibit E hereto and shall in any case specify:

		(A) the proposed date of Borrowing,

				(B) the principal amount of the Money Market Loan for which
				each such offer is being made, which principal amount 

			
		
	

16



(w) may be
				greater than or less than the Commitment of the quoting Bank,
				(x) must be $1,000,000 or any larger multiple thereof, (y) may
				not exceed the principal amount of Money Market Loans for which
				offers were requested and (z) may be subject to an aggregate
				limitation as to principal amount of Money Market Loans for
				which offers being made by such quoting Bank may be accepted,

				(C) in the case of a LIBOR Auction, the margin above or below
				the applicable London Interbank Offered Rate (the "Money
				Market Margin") offered for each such Money Market Loan,
				expressed as a percentage (rounded to the nearest 1/10,000th of
				1%) to be added to or subtracted from such base rate,

				(D) in the case of an Absolute Rate Auction, the rate of
				interest per annum (rounded to the nearest 1/10,000th
				of 1%) (the "Money Market Absolute Rate") offered for
				each such Money Market Loan, and

				(E) the identity of the quoting Bank.

			
		
	

          A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

(iii) Any Money Market Quote shall be disregarded if it:

		(A) is not substantially in conformity with Exhibit E hereto
				or does not specify all of the information required by
				subsection (d)(ii),

				(B) contains qualifying, conditional or similar language,

				(C) proposes terms other than or in addition to those set
				forth in the applicable Invitation for Money Market Quotes, or

				(D) arrives after the time set forth in subsection (d)(i).

			
		
	

          (e) Notice to Borrower. The Administrative Agent shall promptly notify
the Borrower of the terms (x) of any Money Market Quote submitted by a Bank that
is in accordance with subsection (d) and (y) of any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Administrative
Agent unless such subsequent Money Market Quote is submitted solely to correct a
manifest error in such former Money Market Quote. The Administrative Agent's
notice to the Borrower shall specify (A) the 

17



aggregate principal amount of Money
Market Loans for which offers have been received for each Interest Period
specified in the related Money Market Quote Request, (B) the respective
principal amounts and Money Market Margins or Money Market Absolute Rates, as
the case may be, so offered and (C) if applicable, limitations on the aggregate
principal amount of Money Market Loans for which offers in any single Money
Market Quote may be accepted.

          (f) Acceptance and Notice by Borrower. Not
later than 10:30 A.M. (New York City time) on (x) the third Euro-Dollar Business
Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or
(y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or,
in either case, such other time or date as the Borrower and the Administrative
Agent shall have mutually agreed and shall have notified to the Banks not later
than the date of the Money Market Quote Request for the first LIBOR Auction or
Absolute Rate Auction for which such change is to be effective), the Borrower
shall notify the Administrative Agent of its acceptance or non-acceptance of the
offers so notified to it pursuant to subsection (e). In the case of acceptance,
such notice (a "Notice of Money Market Borrowing") shall specify the
aggregate principal amount of offers for each Interest Period that are accepted.
The Borrower may accept any Money Market Quote in whole or in part; provided
that:

(i) the aggregate principal amount of each Money Market Borrowing may
		not exceed the applicable amount set forth in the related Money Market
		Quote Request,

		(ii) the aggregate principal amount of each Money Market Borrowing
		must be $10,000,000 or any larger multiple of $1,000,000,

		(iii) acceptance of offers may only be made on the basis of ascending
		Money Market Margins or Money Market Absolute Rates, as the case may be,
		and

		(iv) the Borrower may not accept any offer that is described in
		subsection (d)(iii) or that otherwise fails to comply with the
		requirements of this Agreement.

	

          (g) Allocation by Agent. If offers are made by two or more Banks with
the same Money Market Margins or Money Market Absolute Rates, as the case may
be, for a greater aggregate principal amount than the amount in respect of which
such offers are accepted for the related Interest Period, the principal amount
of Money Market Loans in respect of which such offers are accepted shall be
allocated by the Administrative Agent among such Banks as nearly as possible (in
such multiples, not greater than $100,000, as the Administrative Agent may deem
appropriate) in proportion to the aggregate principal amounts of such offers.
Determinations by the Administrative Agent of the amounts of Money Market Loans
shall be conclusive in the absence of manifest error.

18



          Section 2.04. 
Notice to Banks; Funding of
Loans. (a) Upon receipt of a Notice
of Borrowing, the Administrative Agent shall promptly notify each Bank of the
contents thereof and of such Bank's share (if any) of such Borrowing and such
Notice of Borrowing shall not thereafter be revocable by the Borrower.

          (b) Not later than 1:00 P.M. (New York City time) on the date of each
Borrowing, each Bank participating therein shall (except as provided in
subsection (c) of this Section) make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the
Administrative Agent at its address specified in or pursuant to Section 9.01.
Unless the Administrative Agent determines that any applicable condition
specified in Article 3 has not been satisfied, the Administrative Agent will
make the funds so received from the Banks available to the Borrower at the
Administrative Agent's aforesaid address.

          (c) If any Bank makes a new Loan hereunder on a day on which the Borrower is
to repay all or any part of an outstanding Loan from such Bank, such Bank shall
apply the proceeds of its new Loan to make such repayment and only an amount
equal to the difference (if any) between the amount being borrowed and the
amount being repaid shall be made available by such Bank to the Administrative
Agent as provided in subsection (b), or remitted by the Borrower to the
Administrative Agent as provided in Section 2.13, as the case may be.

          (d) Unless the Administrative Agent shall have been notified by any Bank
prior to the date of Borrowing (or prior to 1:00 P.M. (New York City time) on
the date of Borrowing in the case of a Base Rate Borrowing) that such Bank does
not intend to make available to the Administrative Agent such Bank's portion of
the Borrowing to be made on such date, the Administrative Agent may assume that
such Bank has made such amount available to the Administrative Agent on such
date and the Administrative Agent may, in reliance upon such assumption, make
available to the Borrower a corresponding amount, subject to the provisions of
subsection (c). If such corresponding amount is not in fact made available to
the Administrative Agent by such Bank, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Bank. If such
Bank does not pay such corresponding amount forthwith upon the Administrative
Agent's demand therefor, the Administrative Agent shall promptly notify the
Borrower and the Borrower shall promptly pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
from such Bank or the Borrower interest on such corresponding amount in respect
of each day from the date such corresponding amount was made available by the
Administrative Agent to the Borrower to the date such corresponding amount is
recovered by the Administrative Agent, at a rate per annum equal to (x) in the
case of a Bank, the Federal Funds Rate for each such day and (y) in the case of
the Borrower, the then applicable rate for Base Rate Loans, Euro-Dollar Loans or
Money Market Loans, as appropriate. Nothing herein shall be deemed to relieve
any Bank from its obligation to fulfill its Commitment hereunder or to prejudice
any rights which the Borrower may have against any Bank as a result of any
default by such Bank hereunder. For purposes 

19



of this subsection (d), no amount
paid to the Administrative Agent hereunder shall be considered to have been
recovered by the Administrative Agent on the date of payment unless such amount
shall have been received by the Administrative Agent by 2:30 P.M. (New York City
time) on such date.

          Section 2.05.
Notes. (a) Any
Bank may request that the Loans of such Bank be evidenced by a single Note
payable to the order of such Bank for the account of its Applicable Lending
Office in an amount equal to the aggregate unpaid principal amount of such
Bank's Loans.

          (b) Each Bank that has requested that its Loans be evidenced by a Note may,
by notice to the Borrower and the Administrative Agent, request that its Loans
of a particular Type be evidenced by a separate Note in an amount equal to the
aggregate unpaid principal amount of such Loans. Each such Note shall be in
substantially the form of Exhibit A hereto with appropriate modifications to
reflect the fact that it evidences solely Loans of the relevant Type. Each
reference in this Agreement to the "Note" of such Bank shall be deemed to
refer to and include any or all of such Notes, as the context may require.

          (c) Upon receipt of each Bank's Note pursuant to Section 3.01(b), the
Administrative Agent shall forward such Note to such Bank. Each Bank shall
record the date, amount, type and maturity of each Loan made by it and the date
and amount of each payment of principal made by the Borrower with respect
thereto, and may, if such Bank so elects in connection with any transfer or
enforcement of its Note, endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding; provided that the failure of any Bank to make
any such recordation or endorsement shall not affect the obligations of the
Borrower hereunder or under the Notes. Each Bank is hereby irrevocably
authorized by the Borrower so to endorse its Note and to attach to and make a
part of its Note a continuation of any such schedule as and when required.

          Section 2.06. Maturity
of Loans. Each Loan hereunder shall mature, and the principal amount thereof
shall be due and payable on the Maturity Date with respect to such Loan.

          Section 2.07.
Interest
Rates. (a) Each Base Rate Loan shall bear interest on the
outstanding principal amount thereof, for each day from the date such Loan is
made until it becomes due, at a rate per annum equal to the Base Rate for such
day. Such interest shall be payable for each Interest Period on the last day
thereof and, with respect to the principal amount of any Base Rate Loan that is
prepaid or converted to a Euro-Dollar Loan, on the date of such prepayment or
conversion. Any overdue principal of or interest on any Base Rate Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the sum of 2% plus the rate otherwise applicable to Base Rate Loans for
such day.

          (b) Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per 

20



annum equal to the sum of the Euro-Dollar Margin plus the
applicable Adjusted London Interbank Offered Rate. Such interest shall be
payable for each Interest Period on the last day thereof and, if such Interest
Period is longer than three months, three months after the first day thereof
and, with respect to the principal amount of any Euro-Dollar Loan that is
prepaid or converted to a Base Rate Loan, on the date of such prepayment or
conversion.

          The "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means a rate per annum equal to the quotient obtained (rounded
upward, if necessary, to the next higher 1/100 of 1%) by dividing (i) the
applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar
Reserve Percentage.

          The "London Interbank Offered Rate" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which deposits in dollars are offered to
each of the Euro-Dollar Reference Banks in the London interbank market at
approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the
first day of such Interest Period in an amount approximately equal to the
principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference Bank to
which such Interest Period is to apply and for a period of time comparable to
such Interest Period.

          "Euro-Dollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Bank to United
States residents). The Adjusted London Interbank Offered Rate shall be adjusted
automatically on and as of the effective date of any change in the Euro-Dollar
Reserve Percentage.

          (c) Any overdue principal of or
interest on any Euro-Dollar Loan shall bear interest, payable on demand, for
each day from and including the date payment thereof was due to but excluding
the date of actual payment, at a rate per annum equal to the sum of 2% plus the
higher of (i) the sum of the Euro-Dollar Margin plus the Adjusted London
Interbank Offered Rate applicable to such Loan and (ii) the Euro-Dollar Margin
plus the quotient obtained (rounded upwards, if necessary, to the next higher
1/100 of 1%) by dividing (x) the average (rounded upward, if necessary, to the
next higher 1/16 of 1%) of the respective rates per annum at which one day (or,
if such amount due remains unpaid more than three Euro-Dollar Business Days,
then for such other period of time not longer than six months as the
Administrative Agent may select) deposits in dollars in an amount approximately
equal to such overdue payment due to each of the Euro-Dollar

21



Reference Banks are
offered to such Euro-Dollar Reference Bank in the London interbank market for
the applicable period determined as provided above by (y) 1.00 minus the
Euro-Dollar Reserve Percentage (or, if the circumstances described in clause (a)
or (b) of Section 8.01 shall exist, at a rate per annum equal to the sum of 2%
plus the rate applicable to Base Rate Loans for such day).

          (d) Subject to Section 8.01(a), each Money Market LIBOR Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the London Interbank
Offered Rate for such Interest Period (determined in accordance with Section
2.07(b) as if each Euro-Dollar Reference Bank were to participate in the related
Money Market LIBOR Borrowing ratably in proportion to its Commitment) plus (or
minus) the Money Market Margin quoted by the Bank making such Loan in accordance
with Section 2.03. Each Money Market Absolute Rate Loan shall bear interest on
the outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the Money Market Absolute Rate quoted by
the Bank making such Loan in accordance with Section 2.03. Such interest shall
be payable for each Interest Period on the last day thereof and, if such
Interest Period is longer than three months, at intervals of three months after
the first day thereof. Any overdue principal of or interest on any Money Market
Loan shall bear interest, payable on demand, for each day until paid at a rate
per annum equal to the sum of 2% plus the Prime Rate for such day.

          (e) The Administrative Agent shall determine each interest rate applicable to
the Loans hereunder. The Administrative Agent shall give prompt notice to the
Borrower and the participating Banks of each rate of interest so determined, and
its determination thereof shall be conclusive in the absence of manifest error.

          (f) Each Euro-Dollar Reference Bank agrees to use its best efforts to furnish
quotations to the Administrative Agent as contemplated by this Section. If
either Euro-Dollar Reference Bank does not furnish a timely quotation, the
Administrative Agent shall determine the relevant interest rate on the basis of
the quotation or quotations furnished by the remaining Euro-Dollar Reference
Bank or, if none of such quotations is available on a timely basis, the
provisions of Section 8.01 shall apply.

          Section 2.08.
Method of Electing
Interest Rates. (a) The Loans included in each
Committed Borrowing shall bear interest initially at the type of rate specified
by the Borrower in the applicable Notice of Committed Borrowing. Thereafter, the
Borrower may from time to time elect to change or continue the type of interest
rate borne by each Group of Loans (subject to Section 2.08(d) and the provisions
of Article 8), as follows:

(i) if such Loans are Base Rate Loans, the Borrower may elect to
		convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business
		Day;

	

22



(ii) if such Loans are Euro-Dollar Loans, the Borrower may elect to
		convert such Loans to Base Rate Loans as of any Domestic Business Day,
		subject to Section 2.14 if any such conversion is effective on any day
		other than the last day of an Interest Period applicable to such Loans,
		or may elect to continue such Loans as Euro-Dollar Loans, as of the end
		of any Interest Period applicable thereto, for an additional Interest
		Period.

	

          Each such election shall be made by delivering a notice (a "Notice of
Interest Rate Election") to the Administrative Agent not later than 10:30
A.M. (New York City time) on the third Euro-Dollar Business Day before the
conversion or continuation selected in such notice is to be effective. A Notice
of Interest Rate Election may, if it so specifies, apply to only a portion of
the aggregate principal amount of the relevant Group of Loans; provided
that (i) such portion is allocated ratably among the Loans comprising such Group
and (ii) such portion, and the remaining portion to which such Notice does not
apply, are each at least $10,000,000 (unless such portion is comprised of Base
Rate Loans). If no such notice is timely received before the end of an Interest
Period for any Group of Euro-Dollar Loans, the Borrower shall be deemed to have
elected that such Group of Loans be converted to Base Rate Loans at the end of
such Interest Period.

          (b) Each Notice of Interest Rate Election shall specify:

(i) the Group of Loans (or portion thereof) to which such notice
		applies;

		(ii) the date on which the conversion or continuation selected in
		such notice is to be effective, which shall comply with the applicable
		clause of Section 2.08(a);

		(iii) if the Loans comprising such Group are to be converted to
		Euro-Dollar Loans, the duration of the next succeeding Interest Period
		applicable thereto; and

		(iv) if such Loans are to be continued as Euro-Dollar Loans for an
		additional Interest Period, the duration of such additional Interest
		Period.

	

          Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.

          (c) Promptly after receiving a Notice of Interest Rate
Election from the Borrower pursuant to Section 2.08(a), the Administrative Agent
shall notify each Bank of the contents thereof and such notice shall not
thereafter be revocable by the Borrower.

          (d) The Borrower shall not be entitled to elect to
convert any Committed Loans to, or continue any Committed Loans for an
additional Interest 

23



Period as, Euro-Dollar Loans if (i) the aggregate principal
amount of any Group of Euro-Dollar Loans created or continued as a result of
such election would be less than $10,000,000 or (ii) a Default shall have
occurred and be continuing when the Borrower delivers notice of such election to
the Administrative Agent.

          (e) If any Committed Loan is converted to a different Type of Loan, the
Borrower shall pay, on the date of such conversion, the interest accrued to such
date on the principal amount being converted.

          Section 2.09.
Fees. (a) Facility Fee. The Borrower shall pay to the
Administrative Agent for the account of each Bank facility fees accruing at the
Facility Fee Rate on the daily average amount of such Bank's Commitment (whether
used or unused), for the period from and including the Effective Date to but
excluding the date such Bank's Commitment is terminated; provided that,
if such Bank continues to have any Committed Loans outstanding after its
Commitment terminates, then such facility fee shall continue to accrue on the
daily outstanding principal amount of such Bank's Committed Loans from and
including the date on which its Commitment terminates to but excluding the date
on which such Bank ceases to have any Committed Loans outstanding. Accrued
facility fees shall be payable on each January 1, April 1, July 1, and October 1
and on the date the Commitment of such Bank is terminated (and, if later, on the
date the Loans of such Bank shall be repaid in their entirety); provided
that any facility fees accruing after the first anniversary of the Commitment
Termination Date shall be payable on demand.

          (b) Utilization Fee. During any period when Utilization exceeds 50%,
the Borrower shall pay to the Administrative Agent for the account of each Bank
utilization fees at a rate of 0.050% per annum accruing on the average daily
aggregate outstanding principal amount of the Loans of such Bank. Such
utilization fees for each Loan shall be payable on each date on which interest
is payable with respect to such Loan pursuant to Section 2.07, and on the date
the Commitment of such Bank is terminated (and, if later, on the date the Loans
of such Bank shall be repaid in their entirety); provided that any
utilization fees accruing after the first anniversary of the Commitment
Termination Date shall be payable on demand. 

          (c) Term-Out Fee. The Borrower shall pay to the Administrative Agent
for the account of each Bank ratably term-out fees at a rate of 0.100% per annum
accruing on the daily aggregate outstanding principal amount of the Term Loan of
such Bank, for the period from and including the Commitment Termination Date to
but excluding the date the Term Loan of such Bank is repaid in full. Such
term-out fees for each Loan shall be payable on each date on which interest is
payable with respect to such Loan pursuant to Section 2.07 occurring after the
Commitment Termination Date, and on the date the Term Loan of such Bank shall be
repaid in its entirety; provided that any term-out fees accruing after
the first anniversary of the Commitment Termination Date shall be payable on
demand.

24



          (d) Agents' Fees. The Borrower shall pay to the Administrative Agent
and the Syndication Agent, each for its own account, one or more fees in such
amounts and at such times as has been previously agreed between the Borrower and
each of them.

          Section 2.10.
Optional Termination
or Reduction of Commitments. During the Revolving Credit Period, the
Borrower may, upon at least three Domestic Business Days' notice to the
Administrative Agent (which notice the Administrative Agent will promptly
deliver to the Banks), (i) terminate the Commitments at any time, if no Loans
are outstanding at such time or (ii) ratably reduce from time to time by an
aggregate amount of $10,000,000 or any larger multiple of $1,000,000, the
aggregate amount of the Commitments in excess of the aggregate outstanding
principal amount of the Loans.

          Section 2.11.
Mandatory Termination
of Commitments. The Commitments shall terminate on the Commitment
Termination Date.

          Section 2.12.
Optional Prepayments.
(a) Subject in the case of Euro-Dollar Loans to Section
2.14, the Borrower may (i) upon at least one Domestic Business Day's notice to the
Administrative Agent, prepay any Group of Base Rate Loans (or any Money Market
Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)) or (ii) upon
at least three Euro-Dollar Business Days' notice to the Administrative Agent,
prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or
from time to time in part in amounts aggregating $10,000,000 or any larger
multiple of $1,000,000, by paying the principal amount to be prepaid together
with accrued interest thereon to the date of prepayment. Each such optional
prepayment shall be applied to prepay ratably the Loans of the several Banks
included in such Group of Loans (or such Money Market Borrowing).

          (b) Except as provided in Section 2.12(a), the Borrower may not prepay all or
any portion of the principal amount of any Money Market Loan prior to the
maturity thereof.

          (c) Upon receipt of a notice of prepayment pursuant to
this Section, the Administrative Agent shall promptly notify each Bank of the
contents thereof and of such Bank's ratable share (if any) of such prepayment
and such notice shall not thereafter be revocable by the Borrower.

          Section 2.13.
General Provisions as to
Payments. (a) The Borrower shall make each payment of principal of, and interest
on, the Loans and of fees hereunder, not later than 1:00 P.M. (New York City
time) on the date when due, in Federal or other funds immediately available in
New York City, to the Administrative Agent at its address referred to in Section
9.01. The Administrative Agent will promptly distribute to each Bank its ratable
share of each such payment received by the Administrative Agent for the account
of the Banks. Whenever any payment of principal of, or interest on, the Base
Rate Loans or of fees shall be due on a day which is not a Domestic Business
Day, the

25



date for payment thereof shall be extended to the next succeeding
Domestic Business Day. Whenever any payment of principal of, or interest on, the
Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day,
the date for payment thereof shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another
calendar month, in which case the date for payment thereof shall be the next
preceding Euro-Dollar Business Day. Whenever any payment of principal of, or
interest on, the Money Market Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day. If the date for any payment of
principal is extended by operation of law or otherwise, interest thereon shall
be payable for such extended time.

          (b) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Banks hereunder
that the Borrower will not make such payment in full, the Administrative Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each Bank on such due date an amount
equal to the amount then due such Bank. If and to the extent that the Borrower
shall not have so made such payment, each Bank shall repay to the Administrative
Agent forthwith on demand such amount distributed to such Bank together with
interest thereon, for each day from the date such amount is distributed to such
Bank until the date such Bank repays such amount to the Administrative Agent, at
the Federal Funds Rate.

          Section 2.14.
Funding Losses. If the Borrower makes any payment of principal with
respect to any Fixed Rate Loan or any Fixed Rate Loan is converted to a
different type of Loan (whether such payment or conversion is pursuant to
Article 2, 6 or 8 or otherwise) on any day other than the last day of the
Interest Period applicable thereto, or the end of an applicable period fixed
pursuant to Section 2.07(c), or if the Borrower fails to borrow, prepay, convert
or continue any Fixed Rate Loans after notice has been given to any Bank in
accordance with Section 2.04(a), 2.08(c) or 2.12(c) the Borrower shall reimburse
each Bank within 15 days after demand for any resulting loss or expense incurred
by it (or by an existing or prospective Participant in the related Loan),
including (without limitation) any loss incurred in obtaining, liquidating or
employing deposits from third parties, but excluding loss of margin for the
period after any such payment or conversion or failure to borrow, prepay,
convert or continue; provided that such Bank shall have delivered to the
Borrower a certificate as to the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error.

          Section 2.15. 
Computation of Interest and
Fees. Interest based on the Prime Rate and fees hereunder shall be computed
on the basis of a year of 365 days (or 366 days in a leap year) and paid for the
actual number of days elapsed (including the first day but excluding the last
day). All other interest shall be 

26



computed on the basis of a year of 360 days
and paid for the actual number of days elapsed (including the first day but
excluding the last day).

          Section 2.16.
Withholding Tax Exemption. At
least five Domestic Business Days prior to the first date on which interest or
fees are payable hereunder for the account of any Bank, each Bank that is not
incorporated under the laws of the United States of America or a state thereof
agrees that it will deliver to each of the Borrower and the Administrative Agent
two duly completed copies of (i) United States Internal Revenue Service Form
W-8BEN (or any successor form), certifying that such Bank is entitled to
benefits under an income tax treaty to which the United States is a party which
exempts such Bank from United States withholding tax or reduces the rate of
withholding tax on payments received for the account of such Bank under this
Agreement and the Notes, or (ii) United States Internal Revenue Service Form
W-8ECI (or any successor form), certifying that the income receivable by such
Bank under this Agreement and the Notes is effectively connected with the
conduct of a trade or business in the United States. Each Bank which so delivers
a Form W-8BEN or W-8ECI further undertakes to deliver to each of the Borrower
and the Administrative Agent two additional copies of such form (or a successor
form) on or before the date that such form expires or becomes obsolete or after
the occurrence of any event requiring a change in the most recent form so
delivered by it, and such amendments thereto or extensions or renewals thereof
as may be reasonably requested by the Borrower or the Administrative Agent, in
each case certifying to the effect set forth in clause (i) or (ii) above, as
applicable, unless an event (including without limitation any change in treaty,
law or regulation) has occurred prior to the date on which any such delivery
would otherwise be required which renders all such forms inapplicable or which
would prevent such Bank from duly completing and delivering any such form with
respect to it and such Bank advises the Borrower and the Administrative Agent
that it is not capable of making the certifications set forth in clause (i) or
(ii) above, as applicable.

          Section 2.17.
Increase of Commitments. (a) Upon at least 15 days' prior notice to the
Administrative Agent (which notice the Administrative Agent shall promptly
transmit to each of the Banks), the Borrower shall have the right, subject to
the terms and conditions set forth below, to increase the aggregate amount of
the Commitments in multiples of $5,000,000; provided that the amount of
such increase when added to the aggregate amount of all such prior increases in
the Commitments hereunder (including by way of creating new Commitments), on or
after the Effective Date, does not exceed $250,000,000. 

          (b) Any such increase in the Commitments hereunder shall apply, at the option
of the Borrower, (x) to the Commitment of one or more Banks; provided
that (i) the Administrative Agent and each Bank whose Commitment is to be
increased shall consent to such increase, (ii) the amount set forth on the
Commitment Schedule opposite the name of each Bank the Commitment of which is
being so increased shall be amended to reflect the increased Commitment of such
Bank and (iii) if any Committed Loans are outstanding at the time of such an
increase, the Borrower will, notwithstanding anything to the 

27



contrary contained
in this Agreement, on the date of such increase, incur and repay or prepay one
or more Committed Loans from the Banks in such amounts so that after giving
effect thereto the Committed Loans shall be outstanding on a pro rata 
basis (based on the Commitments of the Banks after giving effect to the changes
made pursuant to this Section 2.17 on such date) from all the Banks or (y) to
the creation of a new Commitment of one or more institutions not then a Bank
hereunder; provided that (i) such institution becomes a party to this
Agreement as a Bank by execution and delivery to the Borrower and the
Administrative Agent of counterparts of this Agreement, (ii) the Commitment
Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if
requested by such new Bank, the Borrower shall issue a Note to such new Bank in
conformity with the provisions of Section 2.05, (iv) if any Committed Loans are
outstanding at the time of the creation of such Commitment of such Bank, the
Borrower will, notwithstanding anything to the contrary contained in this
Agreement, on the date of the creation of such Commitment, incur and repay or
prepay one or more Committed Loans from the Banks in such amounts so that after
giving effect thereto the Committed Loans shall be outstanding on a pro rata
basis (based on the Commitments of the Banks after giving effect to the changes
made pursuant to this Section 2.17 on such date) from all the Banks and (v) if
such institution is neither a banking institution nor an affiliate of a Bank,
such institution must be consented to by the Administrative Agent.

(c) It is understood that any increase in the amount of the Commitments
pursuant to this Section 2.17 shall not constitute an amendment of this
Agreement or the Notes.

Article 3

Conditions

          Section 3.01.
Effectiveness. This Agreement shall
become effective on the date (the "Effective Date") on which the
Administrative Agent shall have received the following documents or other items,
each dated the Effective Date unless otherwise indicated:

          (a) receipt by the Administrative Agent of
counterparts hereof signed by each of the parties hereto (or, in the case of any
party as to which an executed counterpart shall not have been received, receipt
by the Administrative Agent in form satisfactory to it of telegraphic, telex or
other written confirmation from such party of execution of a counterpart hereof
by such party);

          (b) receipt by the Administrative Agent for the
account of each Bank that has requested a Note of a duly executed Note dated on
or before the Effective Date complying with the provisions of Section 2.05;

          (c) receipt by the Administrative Agent of an opinion
of John Jay List, Esq., General Counsel of the Borrower, substantially in the
form of Exhibit F hereto and covering such additional matters relating to the
transactions 

28



contemplated hereby as the Required Banks may reasonably request,
such opinion to be in form and substance satisfactory to the Administrative
Agent;

          (d) receipt by the Administrative Agent of an opinion
of Davis Polk & Wardwell, special counsel for the Administrative Agent,
substantially in the form of Exhibit G hereto and covering such additional
matters relating to the transactions contemplated hereby as the Required Banks
may reasonably request, such opinion to be in form and substance satisfactory to
the Administrative Agent;

          (e) receipt by the Administrative Agent of a certificate signed by the Chief
Financial Officer or the Chief Executive Officer and an Assistant
Secretary-Treasurer or the Controller of the Borrower to the effect that the
conditions set forth in clauses (c) through (g), inclusive, of Section 3.03 have
been satisfied as of the Effective Date and, in the case of clauses (c), (e) and
(g), setting forth in reasonable detail the calculations required to establish
such compliance;

          (f) receipt by the Administrative Agent, with a copy for each Bank, of a
certificate of an officer of the Borrower acceptable to the Administrative Agent
stating that all consents, authorizations, notices and filings required or
advisable in connection with this Agreement are in full force and effect, and
the Administrative Agent shall have received evidence thereof reasonably
satisfactory to it;

          (g) evidence satisfactory to the Administrative Agent
that arrangements have been made for payment in full of all amounts owed under
the Prior Credit Agreements;

          (h) receipt by the Administrative Agent and the
Syndication Agent (or their respective assigns) and by each Bank of all fees
required to be paid in the respective amounts heretofore mutually agreed, and
all expenses for which invoices have been presented, on or before the Effective
Date; and

          (i) receipt by the Administrative Agent of all documents the Required Banks
may reasonably request relating to the existence of the Borrower, the corporate
authority for and the validity of this Agreement and the Notes, and any other
matters relevant hereto, all in form and substance satisfactory to the
Administrative Agent.

          The Administrative Agent shall promptly notify the Borrower and the Banks of
the Effective Date, and such notice shall be conclusive and binding on all
parties hereto.

          Section 3.02. Prior
Credit Agreements. (a) On the Effective Date, the "Commitments" as
defined in each of the Prior Credit Agreements shall terminate, without further
action by any party thereto, except that Sections 2.14, 7.05, 7.06, 8.03
and 9.03 of each of the Prior Credit Agreements (and Section 2.13 and Article 9
of each of the Prior Credit Agreements insofar as they relate to such foregoing
Sections) shall survive such termination and any related payment of amounts owed
under each of the Prior Credit Agreements. 

29



          (b) The Banks which are parties to each Prior Credit Agreement, comprising
the "Required Banks" as defined therein, hereby waive any requirement of notice
of termination of the "Commitments" (as defined in such Prior Credit Agreement)
pursuant to Section 2.10 thereof and of prepayment of loans thereunder to the
extent necessary to give effect to Section 3.01(g) and Section 3.01(a) hereof;
provided that any such prepayment of Loans shall be subject to Section
2.14 of such Prior Credit Agreement.

          Section 3.03.
Borrowings. The obligation of any Bank to make a Loan on the occasion
of any Borrowing is subject to the satisfaction of the following conditions, in
each case at the time of such Borrowing and immediately thereafter:

          (a) the fact that the Effective Date shall have occurred on or prior to March
22, 2006;

          (b) receipt by the Administrative Agent of a Notice of Borrowing as required
by Section 2.02 or 2.03, as the case may be;

          (c) the fact that the Borrower is in compliance with Section 7.12(a) of the
1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture is in
effect as of the date hereof;

          (d) the fact that the aggregate outstanding principal
amount of the Loans will not exceed the aggregate amount of the Commitments;

          (e) the fact that no Default shall have occurred and be continuing;

          (f) the fact that the representations and warranties of the Borrower (in the
case of a Borrowing, other than the representation set forth in Section 4.02(c))
contained in this Agreement shall be true (it being understood and agreed that
the representation and warranty set forth in Section 4.13 shall be true and
correct as to all information furnished prior to the making of the respective
Loan); and

          (g) the fact that
(i) there shall be no collateral
securing Bonds issued pursuant to either Indenture of a type other than the
types of collateral permitted to secure Bonds issued pursuant to such Indenture
as of the date hereof, (ii) the Allowable Amount of Eligible Collateral then pledged
under either Indenture shall not exceed 150% of the aggregate principal amount
of Bonds then Outstanding under such Indenture and (iii) no collateral shall
secure Bonds other than (A) Eligible Collateral under such Indenture the
Allowable Amount of which is included within the computation under subsection
(ii) above or (B) collateral previously so pledged which ceases to be such
Eligible Collateral not as a result of any acts or omissions to act of the
Borrower (other than the declaration of an "event of default" as defined
in a Mortgage which results in the exercise of any right or remedy described in
such Mortgage); each defined term used in this clause (g) that is not defined in
this Agreement shall have the meaning assigned thereto in the applicable
Indenture.

30



          Each Borrowing hereunder shall be deemed to be a representation and warranty
by the Borrower on the date of such Borrowing as to the facts specified in
clauses (c), (d), (e), (f) and (g) of this Section 3.03.

Article 4

Representations and Warranties

          The Borrower makes the following representations, warranties and agreements,
which shall survive the execution and delivery of this Agreement and the Notes
and the making of the Loans:

          Section 4.01. 
Corporate Existence, Power and Authority. The Borrower is
a cooperative association duly incorporated, validly existing and in good
standing under the laws of the District of Columbia and has the corporate power
and authority and all material governmental licenses, authorizations, consents
and approvals required to own its property and assets and to transact the
business in which it is engaged. The Borrower is duly qualified or licensed as a
foreign corporation in good standing in every jurisdiction in which the nature
of the business in which it is engaged makes such qualification or licensing
necessary, except in those jurisdictions in which the failure to be so qualified
or licensed would not (after qualification, assuming that the Borrower could so
qualify without the payment of any fee or penalty and retain the rights as they
existed prior to such qualification all to an extent so that any fees or
penalties required to be so paid or any rights not so retained would not,
individually or in the aggregate, have a material adverse effect on the business
or financial condition of the Borrower), individually or in the aggregate, have
a material adverse effect upon the business or financial condition of the
Borrower. The Borrower has the corporate power and authority to execute, deliver
and carry out the terms and provisions of this Agreement and the Notes. This
Agreement has been, and the Notes when executed and delivered will have been,
duly and validly authorized, executed and delivered by the Borrower, and this
Agreement constitutes a legal, valid and binding agreement of the Borrower, and
the Notes, when executed and delivered by the Borrower in accordance with this
Agreement, will constitute legal, valid and binding obligations of the Borrower,
in each case enforceable in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and by general principles of equity.

          Section 4.02.
Financial Statements.
(a) The consolidated balance sheets of the Borrower and its Consolidated
Subsidiaries as at May 31, 2005 and the related consolidated statements of
operations, changes in equity and cash flows for the fiscal year ended May 31,
2005, including the related notes, accompanied by the opinion and report thereon
of Deloitte & Touche LLP, independent public accountants, heretofore delivered
to the Banks, present fairly in all material respects in accordance with
generally accepted accounting principles (i) the consolidated financial position of
the Borrower and its Consolidated Subsidiaries as at the date of said balance
sheets and (ii) the consolidated results of the 

31



operations of the Borrower and its
Consolidated Subsidiaries for said fiscal year. The Borrower has no material
liabilities (contingent or otherwise) of the type required to be disclosed in
financial statements or footnotes which are not disclosed by or reserved against
in the most recent audited financial statements or in the notes thereto other
than (i) Indebtedness incurred and (ii) loan and guarantee commitments issued in
each case by the Borrower in the ordinary course of business since the date of
such financial statements. All such financial statements have been prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with prior periods, except as disclosed therein. The same
representations as are set forth in this Section 4.02 shall be deemed to have
been made by the Borrower in respect of the most recent annual and quarterly
financial statements of the Borrower and its Consolidated Subsidiaries (except
that the annual opinion and report of Deloitte & Touche LLP may be replaced by
an opinion and report of another nationally recognized firm of independent
public accountants) furnished or required to be furnished to the Banks prior to
or at the time of the making of each Loan hereunder, at the time the same are
furnished or required to be furnished.

          (b) The unaudited consolidated balance sheets of the Borrower and its
Consolidated Subsidiaries as of November 30, 2005 and the related unaudited
consolidated statements of operations, changes in equity and cash flows for the
six months then ended, heretofore delivered to the Banks, present fairly in
conformity with generally accepted accounting principles applied on a basis
consistent with the financial statements referred to in subsection (a) of this
Section 4.02, the consolidated financial position of the Borrower and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations and changes in financial position for such six-month period (subject
to normal year-end adjustments). The Borrower and its Consolidated Subsidiaries
have no material liabilities (contingent or otherwise) of the type required to
be disclosed in financial statements or footnotes which are not disclosed by or
reserved against in such financial statements for such six-month period other
than (i) Indebtedness incurred and (ii) loan and guarantee commitments issued in
each case by the Borrower or its Consolidated Subsidiaries in the ordinary
course of business since the date of such financial statements.

          (c) Since November 30, 2005 there has been no material
adverse change in the business, financial position, results of operations or
prospects of the Borrower and its Consolidated Subsidiaries, considered as a
whole.

          Section 4.03. Litigation.
There are no actions, suits, proceedings or investigations pending or, to the
Borrower's knowledge, threatened by or before any court or any governmental
authority, body or agency or any arbitration board which are reasonably likely
to materially adversely affect the business, property, assets, financial
position or results of operations of the Borrower or the authority or ability of
the Borrower to perform its obligations under this Agreement or the Notes.

32



          Section 4.04. Governmental
Authorizations. No material authorization, consent,
approval or license of, or declaration, filing or registration with or exemption
by, any governmental authority, body or agency is required in connection with
the execution, delivery or performance by the Borrower of this Agreement or the
Notes. The Banks acknowledge that the Borrower will file this Agreement with the
Securities and Exchange Commission after the Effective Date. 

          Section 4.05. Members'
Subordinated Certificates. The holders of the Borrower's
Members' Subordinated Certificates are not and will not be entitled to receive
any payments with respect to the principal thereof or interest thereon solely
because of withdrawing or being expelled from membership in the Borrower.

          Section 4.06. No Violation of
Agreements. Neither the Borrower nor any Subsidiary is in
default in any material respect under any material agreement or other material
instrument to which it is a party or by which it is bound or its property or
assets may be affected. No event or condition exists which constitutes, or with
the giving of notice or lapse of time or both would constitute, such a default
under any such agreement or other instrument. Neither the execution and delivery
of this Agreement or the Notes, nor the consummation of any of the transactions
herein or therein contemplated, nor compliance with the terms and provisions
hereof or thereof, will contravene any material provision of law, statute, rule
or regulation to which the Borrower is subject or any material judgment, decree,
award, franchise, order or permit applicable to the Borrower, or will conflict
or be inconsistent with, or will result in any breach of, any of the material
terms, covenants, conditions or provisions of, or constitute (or with the giving
of notice or lapse of time, or both, would constitute) a material default under
(or condition or event entitling any Person to require, whether by purchase,
redemption, acceleration or otherwise, the Borrower to perform any obligations
prior to the scheduled maturity thereof), or result in the creation or
imposition of any Lien upon any of the property or assets of the Borrower
pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or
other instrument to which it may be subject, or violate any provision of the
certificate of incorporation or by-laws of the Borrower. Without limiting the
generality of the foregoing, the Borrower is not a party to, or otherwise
subject to any provision contained in, any instrument evidencing Indebtedness of
the Borrower, any agreement or indenture relating thereto or any other material
contract or agreement (including its certificate of incorporation and by-laws),
which would be violated by the incurring of the Indebtedness to be evidenced by
the Notes.

          Section 4.07 No
Event of Default under the Indentures. The Borrower has
complied fully with all of the material provisions of each Indenture. No Event
of Default (within the meaning of such term as defined in each Indenture) and no
event, act or condition (except for possible non-compliance by the Borrower with
any immaterial provision of such Indenture which in itself is not such an Event
of Default under such Indenture) which with notice or lapse of time, or both,
would constitute such an Event of Default has occurred and is 

33



continuing under
such Indenture. The Borrowings by the Borrower contemplated by this Agreement
will not cause such an Event of Default under, or the violation of any covenant
contained in, either Indenture.

          Section 4.08. Compliance with ERISA.
The Plans (other than Plans consisting of multiemployer plans
(as defined in Section 4001 of ERISA)) are in substantial compliance with ERISA
other than any failure to comply that is not reasonably likely to have a
material adverse effect on the business, operations, prospects, property, assets
or financial position of the Borrower, no such Plan is insolvent or in
reorganization other than an insolvency or reorganization that is not reasonably
likely to have a material adverse effect on the business, operations, prospects,
property, assets or financial position of the Borrower, and no such Plan has an
accumulated or waived funding deficiency within the meaning of Section 412 of
the Internal Revenue Code other than any accumulated or waived funding
deficiency that is not reasonably likely to have a material adverse effect on
the business, operations, prospects, property, assets or financial position of
the Borrower. No Plan consisting of a multiemployer plan (as defined in Section
4001 of ERISA) is in reorganization. Neither the Borrower nor a Subsidiary of
the Borrower nor any member of the ERISA Group has incurred any material
liability (including any material contingent liability) to or on account of a
Plan pursuant to Section 4062, 4063, 4064, 4201 or 4204 of ERISA, no proceedings
have been instituted to terminate any Plan, and no condition exists which
presents a material risk to the Borrower of incurring a material liability to or
on account of a Plan pursuant to any of the foregoing Sections of ERISA.

          Section 4.09. Compliance with
Other Laws. The Borrower and each Subsidiary is in
compliance, in all material respects, with all applicable requirements of law
and all applicable rules and regulations of each Federal, State, municipal or
other governmental department, agency or authority, domestic or foreign.

          Section 4.10. 
Tax Status. The Borrower is exempt from payment
of Federal income tax under Section 501(c)(4) of the Internal Revenue Code.

          Section 4.11. 
Investment Company Act. The Borrower
is not an "investment company" or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.

          Section 4.12. 
Public Utility Holding
Company Act. The Borrower is not a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company", as such terms are defined in the
Public Utility Holding Company Act of 2005, as amended.

          Section 4.13.
Disclosure. To the best of the Borrower's
knowledge, information and belief, neither this Agreement nor any document,
certificate or financial statement furnished to any Bank by or on behalf of the
Borrower in connection herewith (all such documents, certificates and financial
statements, 

34



taken as a whole) 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. There is no fact (other than facts
of a general economic or political nature) known to the Borrower which in its
judgment materially adversely affects or in the future is likely to (so far as
is now known to the Borrower) have a material adverse effect upon the business,
operations, prospects, property, assets or financial condition of the Borrower
which has not been set forth in this Agreement or in other documents,
certificates or financial statements furnished to the Banks by or on behalf of
the Borrower in connection with the transactions contemplated hereby.

          Section 4.14. Subsidiaries. Each of the
Borrower's corporate Subsidiaries is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.

          Section 4.15. Environmental Matters. In the
ordinary course of its business, the Borrower conducts reviews, to the extent
appropriate given the nature of its business operations, of the effect of
Environmental Laws on the business, operations and properties of the Borrower
and its Subsidiaries, in the course of which it identifies and evaluates
associated liabilities and costs (including, without limitation, any capital or
operating expenditures required for clean-up or closure of properties presently
or previously owned, any capital or operating expenditures required to achieve
or maintain compliance with environmental protection standards imposed by law or
as a condition of any license, permit or contract, any related constraints on
operating activities, including any periodic or permanent shutdown of any
facility or reduction in the level of or change in the nature of operations
conducted thereat, any costs or liabilities in connection with off-site disposal
of wastes or Hazardous Substances, and any actual or potential liabilities to
third parties, including employees, and any related costs and expenses). On the
basis of this review, the Borrower has reasonably concluded that such associated
liabilities and costs, including the cost of compliance with Environmental Laws,
are unlikely to have a material adverse effect on the business, financial
condition, results of operations or prospects of the Borrower and its
Consolidated Subsidiaries, considered as a whole.

Article 5

Covenants

          The Borrower agrees that, so long as any Bank has any Commitment hereunder or
any amount payable under any Note or any fee payable pursuant to Section 2.09 or
any other amount then due and payable hereunder remains unpaid:

          Section 5.01.
Corporate Existence. The Borrower,
at its own cost and expense, will, and will cause each Subsidiary to, do or
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, 

35



material rights and franchises; provided,
however, that neither the Borrower nor any Subsidiary shall be required to
preserve any right or franchise or, in the case of a Subsidiary, its corporate
existence, if its Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Borrower or
such Subsidiary (provided that the termination of the corporate existence
of a Subsidiary shall be permitted if the Board of Directors of the Borrower
shall determine that its existence is not desirable in the conduct of the
business of the Borrower) and that the loss thereof is not disadvantageous in
any material respect to the Banks.

          Section 5.02.
Disposition of Assets,
Merger, Character of Business, etc. The Borrower will not wind up or
liquidate its business or sell, lease, transfer or otherwise dispose of all or
substantially all of its assets as an entirety or in a series of related
transactions and will not consolidate with or merge with or into any other
Person other than a merger with a Subsidiary in which the Borrower is the
surviving Person. The Borrower will not engage in any business other than the
business contemplated by its certificate of incorporation and by-laws, each as
in effect on the Effective Date.

          Section 5.03.
Financial Information. (a) The
Borrower will, and will cause each Subsidiary other than the Subsidiaries listed
on Schedule 5.03(a) to, keep its books of account in accordance with generally
accepted accounting principles.

          (b) The Borrower will
furnish to the Banks: 

          (i) as soon as available and in any event within 60 days after the
		close of each of the first three quarters of each fiscal year of the
		Borrower, as at the end of, and for the period commencing at the end of
		the previous fiscal year and ending with, such quarter, unaudited
		consolidated balance sheets of the Borrower and its Consolidated
		Subsidiaries and the related unaudited consolidated statements of
		operations, changes in equity and cash flow of the Borrower and its
		Consolidated Subsidiaries for such quarter and for the portion of the
		Borrower's fiscal year ended at the end of such quarter, setting forth
		in each case in comparative form the figures for the corresponding
		quarter and the corresponding portion of the Borrower's previous fiscal
		year, all in reasonable detail and certified (subject to normal year-end
		adjustments) as to fairness of presentation in accordance with generally
		accepted accounting principles in all material respects and consistency
		(except for changes concurred in by the Borrower's independent public
		accountants) by the Chief Executive Officer, the Chief Financial
		Officer, an Assistant Secretary-Treasurer or the Controller of the
		Borrower; 

		          (ii) as soon as practicable and in any event within the earlier of
		(i) two Domestic Business Days after filing with the Securities and
		Exchange Commission and (ii) 120 days after the close of each fiscal
		year of the Borrower, as at the end of and for the fiscal year just
		closed, 

	

36



consolidated balance sheets of the Borrower and its Consolidated
		Subsidiaries and the related consolidated statements of operations,
		changes in equity and cash flow for such fiscal year for the Borrower
		and its Consolidated Subsidiaries, all in reasonable detail and fully
		certified (without any qualification as to the scope of the audit) by
		Deloitte & Touche LLP or other independent public accountants of
		nationally recognized standing selected by the Borrower, who shall have
		audited the books and accounts of the Borrower for such fiscal year; 

		          (iii) together with the financial statements referred to in clauses
		(i) and (ii) above, a certificate signed by the Chief Executive Officer,
		the Chief Financial Officer, an Assistant Secretary-Treasurer or the
		Controller of the Borrower, in such detail as shall be reasonably
		satisfactory to the Required Banks, 

		          (A) identifying (x) all Indebtedness
				outstanding as at the end of the fiscal period covered by such
				financial statements extended by the Borrower or its
				Consolidated Subsidiaries or by any other Person and Guaranteed
				by the Borrower or its Consolidated Subsidiaries to the ten
				Members or borrowers of any Consolidated Subsidiary ("Consolidated
				Subsidiary Members"), taken as a whole, with the largest
				amount of Indebtedness to (or Guaranteed by) the Borrower or its
				Consolidated Subsidiaries outstanding as at the end of the
				fiscal period covered by such financial statements (the "Largest
				Members") as to which, to the knowledge and information of
				the Borrower or such Consolidated Subsidiary, the Member or
				Consolidated Subsidiary Member is in default (whether in the
				payment of the principal thereof or interest thereon or with
				respect to any material covenant or agreement contained in any
				instrument, mortgage or agreement evidencing or relating to such
				Indebtedness) and specifying whether such default has been
				waived by the Borrower or such Consolidated Subsidiary or such
				other Person and the nature and status of each such default not
				so waived and (y) the aggregate amount of all Indebtedness
				outstanding as of the end of the fiscal period covered by such
				financial statements as to which, to the knowledge and
				information of the Borrower or such Consolidated Subsidiary,
				Members or Consolidated Subsidiary Members other than the
				Largest Members are in default in the payment of the principal
				thereof or interest thereon or are in default with respect to
				any material covenant or agreement contained in any instrument,
				mortgage or agreement evidencing or relating to such
				Indebtedness and as to which the Borrower or such Consolidated
				Subsidiary has commenced the exercise of remedies in respect
				thereof, 

				          (B) identifying the ten Members or Consolidated Subsidiary
				Members, taken as a whole, with the largest amount of
				

			
		
	

37



Indebtedness to (or Guaranteed by) the Borrower or its
				Consolidated Subsidiaries outstanding as of the end of the
				fiscal period covered by such financial statements, together
				with the principal amount of such Indebtedness outstanding with
				respect to each such Member or Consolidated Subsidiary Member as
				of the end of such fiscal period, and 

				          (C) providing the aggregate principal amount of all loans
				which are RUS Guaranteed Loans and are outstanding as of the end
				of the fiscal period covered by such financial statements, 
				provided that if such amount has previously been disclosed
				by the Borrower in its regular or periodical reports filed with,
				or furnished to, the Securities and Exchange Commission, then
				the certificate need only reference such report and the section
				of such report in which such information may be found;

			
		
		          (iv) with reasonable promptness, copies of all regular and periodical
		reports (including Current Reports on Form 8-K) filed with, or furnished
		to, the Securities and Exchange Commission; 

		          (v) promptly after obtaining knowledge or receiving notice of a
		change (whether an increase or decrease) in any rating issued by S&P or
		Moody's pertaining to any securities of, or guaranteed by, the Borrower
		or any of its Subsidiaries or affiliates, a notice setting forth such
		change; and

		          (vi) with reasonable promptness, such other information respecting
		the business, operations, prospects and financial condition of the
		Borrower or any of its Subsidiaries or any Joint Venture as any Bank
		may, from time to time, reasonably request, including, without
		limitation, with respect to the performance and observance by the
		Borrower of the covenants and conditions contained in this Agreement.

	

          Section 5.04.
Default Certificates. Concurrently
with each financial statement delivered to the Banks pursuant to clauses (i) and
(ii) of Section 5.03, the Borrower will furnish to the Banks a certificate
signed by the Chief Executive Officer, the Chief Financial Officer, an Assistant
Secretary-Treasurer or the Controller of the Borrower to the effect that the
review of the activities of the Borrower during such year or the portion thereof
covered by such financial statement and of the performance of the Borrower under
this Agreement has been made under his supervision and that to the best of his
knowledge, based on such review, there exists no event which constitutes a
Default or an Event of Default under this Agreement or, if any such event
exists, specifying the nature thereof, the period of its existence and what
action the Borrower has taken and proposes to take with respect thereto, which
certificate shall set forth the calculations or other data required to establish
compliance with the provisions of Section 5.09 and Sections 5.12 through 5.14,
inclusive, at the end of such fiscal quarter or fiscal year, as the case may be.
The Borrower further covenants that upon any such officer of the Borrower
obtaining knowledge of any Default or Event of Default 

38


under this Agreement, it
will forthwith, and in no event later than the close of business on the Domestic
Business Day immediately after the day such knowledge is obtained, deliver to
the Banks a statement of any officer referred to above specifying the nature and
the period of existence thereof and what action the Borrower has taken and
proposes to take with respect thereto.

          Section 5.05.
Notice of Litigation, Legislative
Developments and Defaults. The Borrower will promptly give written notice to
each of the Banks of (i) any action, proceeding or claim of which the Borrower
may have notice, which may be commenced against the Borrower or any Subsidiary
in which the amount involved is $5,000,000 or more and is not covered in full by
insurance or as to which any insurer has disclaimed liability; (ii) any dispute
which may exist between the Borrower or any Subsidiary and any governmental
body, which is likely to materially and adversely affect the normal business
operation of the Borrower or the Borrower and its Subsidiaries taken as a whole
or any of the material properties and assets of the Borrower or the Borrower and
its Subsidiaries taken as a whole; (iii) any legislation enacted by any
governmental body and any rulings and regulations promulgated by any
governmental or regulatory bodies, known to the Borrower, affecting the Borrower
or any Subsidiary or, if known to the Borrower, generally affecting the
Borrower's Members which is likely to materially and adversely affect the
present or future operations of the Borrower, the Borrower and its Subsidiaries
taken as a whole or the Borrower's Members; and (iv) any default by the Borrower
or any Subsidiary or event or condition known to the Borrower which with the
giving of notice or lapse of time, or both, would constitute a default, with
respect to any payment or payments in respect of Indebtedness of the Borrower or
such Subsidiary aggregating in excess of $25,000,000 (whether in payment of
principal thereof or interest thereon or with respect to any material covenant
or agreement contained in any instrument, mortgage, deed of trust or agreement
evidencing or relating to such Indebtedness or otherwise), provided that
if any matter described in clauses (i) through (iv) of this Section has
previously been disclosed by the Borrower in its regular or periodical reports
filed with, or furnished to, the Securities and Exchange Commission, then no
additional written notice shall be required under this Section.

          Section 5.06.
ERISA. As soon as possible and, in any event,
within 10 days after the Borrower or a Subsidiary of the Borrower knows or has
reason to know that a Reportable Event has occurred, that an accumulated funding
deficiency has been incurred or an application may be or has been made to the
Secretary of the Treasury for a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code with respect to a Plan, that a Plan has
been or may be terminated, that proceedings may be or have been instituted to
terminate a Plan, or that the Borrower, a Subsidiary of the Borrower or any
member of the ERISA Group will or may incur any liability in excess of
$5,000,000 to or on account of a Plan under Section 4062, 4063, 4064, 4201 or
4204 of ERISA, the Borrower will deliver to each of the Banks a certificate of
the Chief Financial Officer of the Borrower setting forth details as to such
occurrence and action, if any, which the Borrower or such Subsidiary is required
or proposes 

39



to take, together with any notices required to be filed by the
Borrower, such Subsidiary, such member of the ERISA Group or the plan
administrator with the PBGC with respect thereto.

          Section 5.07.
Payment of Charges. The Borrower
will, and will cause each Subsidiary to, duly pay and discharge (i) all taxes,
assessments and governmental charges or levies imposed upon or against it or its
property or assets, prior to the date on which material penalties attach
thereto, unless and to the extent only that such taxes, assessments and
governmental charges or levies are being contested in good faith by appropriate
proceedings; and (ii) all material lawful claims, including, without limitation,
claims for labor, materials, supplies or services, which might or could, if
unpaid, become a Lien upon such property or assets, unless and to the extent
only that the validity or the amount thereof is being contested in good faith by
appropriate proceedings.

          Section 5.08.
Inspection of Books and
Assets. The Borrower will, and will cause each Subsidiary to, permit any
representative of any Bank (or any agent or nominee of such Bank) to visit and
inspect any of the property of the Borrower or such Subsidiary, to examine the
books of record and account of the Borrower or such Subsidiary and to discuss
the affairs, finances and accounts of the Borrower or such Subsidiary with the
officers and independent public accountants of the Borrower or such Subsidiary,
all at such reasonable times and as often as such Bank may reasonably request.

          Section 5.09.
Indebtedness. (a) The
Borrower will not, and will not permit any of its Consolidated Subsidiaries
(other than Rural Telephone Finance Cooperative and National Cooperative
Services Corporation) to, incur, assume or Guarantee any Superior Indebtedness,
or make any optional prepayment on any Members' Subordinated Certificate; 
provided that (i) subject to the provisions of Section 5.12, any such Subsidiary
may incur Superior Indebtedness owing to the Borrower or assume or Guarantee
Indebtedness of any Person (other than the Borrower or any of its Subsidiaries)
owing to the Borrower and (ii) the Borrower may incur, assume or Guarantee
Superior Indebtedness or make optional prepayments on Members' Subordinated
Certificates if, after giving effect to any such action specified above in this
clause (ii), (x) on the date of such incurrence, assumption or Guarantee or making
of such optional prepayment (the "Determination Date") the aggregate
principal amount of Superior Indebtedness then outstanding would not exceed ten
times the sum of (a) the aggregate principal amount of Members' Subordinated
Certificates outstanding on the Determination Date, (b) the aggregate amount of
the line item "total equity" shown on the consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries on the Determination Date, (c) the
aggregate amount of the line item "minority interest" shown on the consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries on the
Determination Date and (d) the aggregate principal amount of Qualified
Subordinated Indebtedness outstanding on the Determination Date and (y) on no
given future date ending on the last day of each fiscal quarter would the
aggregate principal amount of Superior Indebtedness outstanding on the
Determination Date which will remain outstanding on such 

40



given future date
exceed ten times the sum of (a) the aggregate principal amount of Members'
Subordinated Certificates outstanding on the Determination Date which will
remain outstanding on such given future fiscal quarter-end date, (b) the
aggregate amount of the line item "total equity" shown on the consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries on the
Determination Date, (c) the aggregate amount of the line item "minority
interest" shown on the consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries on the Determination Date and (d) the aggregate
principal amount of Qualified Subordinated Indebtedness outstanding on the
Determination Date which will remain outstanding on such given future date; 
provided that the non-cash adjustments (whether positive or negative)
required to be made pursuant to SFAS 133 and SFAS 52 shall be excluded from
calculations under clause (ii) above to the extent otherwise included therein.
The respective principal amounts of Superior Indebtedness, Members' Subordinated
Certificates and Qualified Subordinated Indebtedness to be outstanding on such
given future date shall be determined after giving effect to mandatory sinking
fund payments, other mandatory prepayments and serial and other maturity
payments required to be made on or prior to said given future date by the terms
of such Superior Indebtedness, Members' Subordinated Certificates, Qualified
Subordinated Indebtedness or any indenture or other instrument pursuant to which
they are respectively issued.

          (b) If any Loan is outstanding hereunder, the Borrower will not take any
action which would prevent it from then complying, or fail to take any action
which would enable it then to comply, with the provisions of Section 3.03(g),
assuming for this purpose only that the Borrower then intended to borrow from
one or more of the Banks hereunder.

          Section 5.10.
Liens. The Borrower will not
create or permit to exist any Lien on or with respect to any Indebtedness of any
Member which is an asset of the Borrower, now existing or hereafter created, or
on any notes, mortgages or other documents or instruments evidencing any such
Indebtedness, and the Borrower will not permit any Subsidiary to create or
permit to exist any Lien on or with respect to any of such Subsidiary's assets,
except Liens (i) granted by the Borrower to the trustee pursuant to either
Indenture, (ii) (x) on any such Indebtedness granted by the Borrower to secure
any borrowing for the purpose of making loans to Member power supply systems or
loans to Members for bulk power supply projects or loans to Members for the
purpose of providing financing to telephone and related systems eligible to
borrow from the RUS, which borrowing or borrowings are on terms (except as to
terms of interest, premium, if any, and amortization) not materially more
disadvantageous to the Borrower's unsecured creditors than the borrowings under
either Indenture (it being understood that the Borrower can not pledge such
assets to an extent greater than 150% of the aggregate principal amount of such
Indebtedness) or (y) REDLG Program Liens securing REDLG Obligations with respect
to government Guarantees of Indebtedness of the Borrower; provided that
Liens incurred in reliance on this subsection (ii) shall not secure amounts
exceeding $500,000,000 in the aggregate at any one time outstanding, (iii) of
current taxes not delinquent 

41



or a security for taxes being contested in good
faith, (iv) other than in favor of the PBGC, created by or resulting from any
legal proceedings (including legal proceedings instituted by the Borrower or any
Subsidiary) which are being contested in good faith by appropriate proceedings,
including appeals of judgments as to which a stay of execution shall have been
issued, and adequate reserves shall have been established, (v) created by the
Borrower to secure Guarantees by the Borrower of Indebtedness, the interest on
which is excludable from the gross income of the recipient thereof for Federal
income tax purposes as provided in Section 103(a) of the Internal Revenue Code
or Section 103(a) of the Internal Revenue Code of 1954, as amended, (x) of a
Member which is a state or political subdivision thereof or (y) of a state or
political subdivision thereof incurred to benefit a Member for one of the
purposes provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of
the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or (J) of
the Internal Revenue Code of 1954, as amended, (vi) granted by any Subsidiary to
the Borrower, (vii) REDLG Program Liens (in addition to those incurred in
reliance on subsection (ii)) securing REDLG Obligations with respect to
government Guarantees of Indebtedness of the Borrower in an aggregate principal
or face amount not to exceed $2,500,000,000 at any one time outstanding, and
(viii) on any such Indebtedness granted by the Borrower to secure any
borrowings, which borrowings are on terms (except as to terms of interest,
premium, if any, and amortization) not materially more disadvantageous to the
Borrower's unsecured creditors than the borrowings under either Indenture (it
being understood that the Borrower can not pledge such assets to an extent
greater than 150% of the aggregate principal amount of such Indebtedness); 
provided that Liens incurred in reliance on this subsection (viii) shall not
secure amounts exceeding $500,000,000 in the aggregate at any one time
outstanding.

          Section 5.11. Maintenance of
Insurance. The Borrower will maintain, and will cause each Subsidiary to
maintain, insurance in such amounts, on such forms and with such companies as is
necessary or appropriate for its business.

          Section 5.12.
Subsidiaries and Joint
Ventures. The Borrower will not permit (a) the sum of (i) the amount of Indebtedness
owing to the Borrower by all of its Subsidiaries and Joint Ventures plus
(ii)
the amount paid by the Borrower in respect of the stock, obligations or
securities of or any other interest in such Subsidiaries and Joint Ventures 
plus (iii) any capital contributions by the Borrower to such Subsidiaries and
Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "Investments")
plus (iv) the amount of assets (excluding Foreclosed Assets) otherwise sold or
transferred by the Borrower to such Subsidiaries and Joint Ventures (other than
sales at fair market value) minus (v) any Start-up Investments minus
(vi) any Investment made in cash by the Borrower in any Special Purpose
Subsidiary (up to a maximum amount not to exceed the lesser of (x) the amount
necessary to provide such Special Purpose Subsidiary with sufficient working
capital to conduct its business as contemplated hereby and (y) $150,000,000) to
exceed at any time (b) 10% of the sum of (i) all accounts which, in accordance with
generally accepted accounting principles, constitute equity in the Borrower and
its Consolidated Subsidiaries at such time 

42



plus (ii) all Indebtedness of
the Borrower shown on its balance sheet dated as of May 31, 2005 as Members'
Subordinated Certificates as such Indebtedness shall be reduced from time to
time and any other Indebtedness of the Borrower incurred after May 31, 2005
having substantially similar provisions as to subordination as those contained
in said outstanding certificates as such other Indebtedness shall be reduced
from time to time, in each case at such time plus (iii) all "minority
interest" shown on the consolidated statement of operations of the Borrower and
its Consolidated Subsidiaries most recently delivered by the Borrower to the
Banks pursuant to Section 4.02 or Section 5.03 plus (iv) all Qualified
Subordinated Indebtedness outstanding at such time; provided that
non-cash adjustments (whether positive or negative) required to be made pursuant
to SFAS 133 and SFAS 52 shall be excluded from the calculation of the amounts
specified in clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) to the extent
otherwise included therein; provided further that, in addition to the
foregoing, the Borrower may transfer assets with an aggregate fair market value
of not more than $150,000,000 to a bankruptcy remote trust required to be
established to support REDLG Obligations of the Borrower, and any such transfer
shall be excluded from any calculation under clauses (a) and (b) above to the
extent otherwise included therein. For the purpose of this Section 5.12, "Foreclosed
Asset" means (x) any property distributed or to be distributed to the
Borrower with the authority of any Bankruptcy Court in connection with the
bankruptcy of any of the Borrower's debtors and (y) property received by the
Borrower upon enforcement by the Borrower of its security interest (if any) in
such property or in settlement of delinquent accounts or other overdue amounts
owed to it by any of the Borrower's debtors; "Special Purpose Subsidiary"
means any domestic Subsidiary all of the shares of capital stock or other
ownership interest of which are directly or indirectly owned by the Borrower,
which Subsidiary is established for the sole purpose of, and whose sole business
shall at all times be, holding Foreclosed Assets; and "Start-up Investments"
means Investments made in a Special Purpose Subsidiary solely to finance such
Special Purpose Subsidiary's initial acquisition of Foreclosed Assets.

          Section 5.13.
Minimum TIER. The Borrower shall not
permit, as of the last day of each fiscal quarter, the average of the TIERs for
the six (6) immediately preceding fiscal quarters (including the fiscal quarter
ending on such date) of the Borrower to be less than 1.025:1.00.

          Section 5.14.
Retirement of Patronage
Capital. The Borrower shall not make, or permit any Subsidiaries of the
Borrower to make, any payments to Members in respect of Patronage Capital
Certificates unless (i) the TIER for the immediately preceding fiscal year for
which financial statements have been delivered to the Banks pursuant to Section
5.03(b) equals or exceeds 1.05:1.00 and (ii) there exists (and would exist after
giving effect to any such payment) no Default or Event of Default under this
Agreement.

          Section 5.15.
Use of Proceeds. The proceeds of the
Loans made hereunder may be used by the Borrower for general corporate purposes.
None of such proceeds will be used, directly or indirectly, for the purpose,
whether

43



immediate, incidental or ultimate, of buying or carrying any "margin
stock", within the meaning of Regulation U. Neither the Borrower nor any agent
acting on its behalf has taken or will take any action which might cause this
Agreement or the Notes to violate Regulation U or Regulation X.

Article 6

Defaults

          Section 6.01.
Events of Defaults. If one or more
of the following events ("Events of Default") shall have occurred and be
continuing:

          (a) Principal and Interest. The Borrower shall (i) fail to pay when
due (whether upon stated maturity, by acceleration or otherwise) any principal
of any Loan or (ii) fail, and such failure shall continue uncured for one or
more Domestic Business Days, to pay when due (whether upon stated maturity, by
acceleration or otherwise) any interest on any Loan;

          (b) Other Amounts. The Borrower shall fail to pay when due any fee or
other amount payable under this Agreement and such failure remains uncured for
five (5) days after the due date thereof;

          (c) Covenants Without Notice. The Borrower shall fail to observe or
perform any covenant or agreement on its part to be observed or performed which
is set forth in Section 5.01, 5.02, 5.09, 5.10, 5.12, 5.13, 5.14 or 5.15;

          (d) Covenants With 10 Days Grace. The Borrower shall fail to observe
or perform any covenant or agreement on its part to be observed or performed,
which is set forth in the last sentence of Section 5.04, or in Section 5.05,
5.06, 5.07, 5.08, and such non-observance or non-performance shall continue
unremedied for a period of more than 10 days;

          (e) Other Covenants. The Borrower shall fail to
observe or perform any covenant, condition or agreement on its part to be
observed or performed, other than as referred to in subsections (a), (b), (c)
and (d) above, for a period of 30 days after written notice specifying such
failure and requesting that it be remedied is given by any Bank to the Borrower
and the other Banks; provided that, if the failure be such that it cannot
be corrected within the applicable period, but can be corrected within a
reasonable period of time thereafter, it shall not constitute a Default if
corrective action is instituted by the Borrower within the applicable period and
diligently pursued until the failure is corrected, but any such failure that is
not so corrected within 45 days after such applicable period shall constitute a
Default;

          (f) Representations. Any representation, warranty, certification or
statement made or deemed to be made by the Borrower in this Agreement or in any
certificate, financial statement or other document delivered pursuant to this


44



Agreement shall prove to have been incorrect in any material respect when made
or deemed to be made;

          (g) Non-Payments of Indebtedness and/or Derivatives Obligations. The
Borrower or any Subsidiary of the Borrower shall fail to make any payment or
payments aggregating for the Borrower and its Subsidiaries in excess of
$50,000,000 in respect of Indebtedness and/or Derivatives Obligations of the
Borrower or any Subsidiary (other than the Loans or any Indebtedness under this
Agreement) when due (whether upon stated maturity, by acceleration or otherwise)
or within any applicable grace period;

          (h) Defaults Under Other Agreements. The Borrower or any Subsidiary
shall fail to observe or perform within any applicable grace period any covenant
or agreement contained in any agreement or instrument relating to any
Indebtedness of the Borrower or any Subsidiary, aggregating for the Borrower and
its Subsidiaries in excess of $50,000,000 if the effect of such failure is to
accelerate, or to permit the holder of such Indebtedness or any other Person to
accelerate, the maturity of such Indebtedness;

          (i) Bankruptcy. The Borrower or any Subsidiary shall generally not pay
its debts as they become due, or shall admit in writing its inability to pay its
debts generally or shall make a general assignment for the benefit of creditors;
or any proceeding shall be instituted by or against the Borrower or any
Subsidiary seeking to adjudicate it bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
conservation or proceeding in the nature thereof, relief or composition of it or
its debts under any law relating to bankruptcy, insolvency or reorganization or
relief or protection of debtors, or seeking the entry of an order for relief or
the appointment of a receiver (including state regulatory authorities acting in
a similar capacity), trustee, custodian or other similar official for it or for
any substantial part of its property, and, in the case of any such proceeding
instituted against it (but not instituted by it) shall remain undismissed or
unstayed for a period of 60 days; or the Borrower or any Subsidiary shall take
any action to authorize any of the actions set forth above in this subsection
(i);

          (j) ERISA. A Plan shall fail to maintain the minimum funding standard
required by Section 412 of the Internal Revenue Code for any plan year or a
waiver of such standard is sought or granted under Section 412(d), or a Plan is,
shall have been or is likely to be terminated or the subject of termination
proceedings under Section 4042 of ERISA, or the Borrower or a Subsidiary of the
Borrower or any member of the ERISA Group has incurred or is likely to incur a
liability to or on account of a Plan under Section 4062, 4063, 4064, 4201 or
4204 of ERISA, and there shall result from any such event or events either a
liability or a material risk of incurring a liability to the PBGC or a Plan,
which in the opinion of the Required Banks, will have a material adverse effect
upon the business, operations or the financial condition of the Borrower; or

45



          (k) Money Judgment. A final judgment or order for the payment of money
in excess of $50,000,000 shall be rendered against the Borrower or any
Subsidiary and such judgment or order shall continue unsatisfied and in effect
for a period of 45 days during which execution shall not be effectively stayed
or deferred (whether by action of a court, by agreement or otherwise); 

then, and in any such event, and at any time thereafter, if any Event of
Default shall then be continuing, the Administrative Agent, upon the request of
the Required Banks, shall by notice to the Borrower, take any or all of the
following actions, without prejudice to the rights of the Administrative Agent,
any Bank or the holder of any Note to enforce its claims against the Borrower:
(a) declare the Commitments terminated, whereupon the Commitment of each Bank
shall forthwith terminate immediately and any fee payable pursuant to Section
2.09 shall forthwith become due and payable without any other notice of any
kind; or (b) declare the principal of and accrued interest on the Loans, and all
other obligations owing hereunder, to be, whereupon the same shall become,
forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower; provided
that, if an Event of Default specified in subsection (i) shall occur, the result
which would occur upon the giving of written notice by the Administrative Agent
to the Borrower, as specified in clauses (a) and (b) above, shall occur
automatically without the giving of any such notice.

          Section 6.02. 
Notice of Default. The Administrative
Agent shall give notice to the Borrower under Section 6.01(e) promptly upon
being requested to do so by any Bank and shall thereupon notify all the Banks
thereof.

Article 7

The Administrative Agent

          Section 7.01. 
Appointment and Authorization.
Each Bank irrevocably appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers under this
Agreement and the Notes as are delegated to the Administrative Agent by the
terms hereof or thereof, together with all such powers as are reasonably
incidental thereto.

          Section 7.02. 
Administrative Agent and Affiliates.
JPMorgan Chase Bank, N.A. shall have the same rights and powers under this
Agreement as any other Bank and may exercise or refrain from exercising the same
as though it were not the Administrative Agent, and JPMorgan Chase Bank, N.A.
and its affiliates may accept deposits from, lend money to, and generally engage
in any kind of business with the Borrower or any Subsidiary or affiliate of the
Borrower as if it were not the Administrative Agent hereunder.

          Section 7.03. 
Action by Administrative Agent. The
obligations of the Administrative Agent hereunder are only those expressly set
forth herein. Without limiting the generality of the foregoing, the
Administrative Agent shall 

46



not be required to take any action with respect to
any Default, except as expressly provided in Article 6.

          Section 7.04. 
Consultation with Experts. The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or experts.

          Section 7.05. 
Liability of Administrative Agent.
Neither the Administrative Agent nor any of its affiliates nor any of their
respective directors, officers, agents, or employees shall be liable for any
action taken or not taken by it in connection herewith (i) with the consent or
at the request of the Required Banks or (ii) in the absence of its own gross
negligence or willful misconduct. Neither the Administrative Agent nor any of
its affiliates nor any of their respective directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into
or verify (i) any statement, warranty or representation made in connection with
this Agreement or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or agreements of the Borrower; (iii) the satisfaction of
any condition specified in Article 3, except receipt of items required to be
delivered to the Administrative Agent; or (iv) the validity, effectiveness or
genuineness of this Agreement, the Notes or any other instrument or writing
furnished in connection herewith. The Administrative Agent shall not incur any
liability by acting in reliance upon any notice, consent, certificate,
statement, or other writing (which may be a bank wire, telex or similar writing)
reasonably believed by it to be genuine or to be signed by the proper party or
parties.

          Section 7.06. Indemnification. Each Bank shall, ratably
in accordance with its Commitment, indemnify the Administrative Agent, its
affiliates and their respective directors, officers, agents and employees (to
the extent not reimbursed by the Borrower) against any cost, expense (including
counsel fees and disbursements), claim, demand, loss, damages or liability
(except such as result from such indemnitee's gross negligence or willful
misconduct) that such indemnitees may suffer or incur in connection with this
Agreement or any action taken or omitted by such indemnitees hereunder.

          Section 7.07. Credit Decision. Each Bank acknowledges
that it has, independently and without reliance upon the Administrative Agent or
any other Bank, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Bank also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Bank, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking any action under this
Agreement.

47



          Section 7.08. Successor Administrative Agent. The
Administrative Agent may resign at any time by giving written notice thereof to
the Banks and the Borrower. Upon any such resignation, the Required Banks shall
have the right, with the consent of the Borrower, such consent not to be
unreasonably withheld, to appoint a successor Administrative Agent. If no
successor Administrative Agent shall have been so appointed by the Required
Banks, and shall have accepted such appointment, within 15 days after the
retiring Administrative Agent gives notice of resignation, then the retiring
Administrative Agent may, on behalf of the Banks, appoint a successor
Administrative Agent, which shall be a commercial bank organized or licensed
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least $1,000,000,000. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. After any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the provisions of this
Article shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent.

          Section 7.09. Co-Documentation Agents and
Syndication Agent Not Liable. Nothing in this Agreement shall impose upon
any Co-Documentation Agent or the Syndication Agent, each in such capacity, any
duties or responsibilities whatsoever.

Article 8

Change in Circumstances

          Section 8.01.
Basis for Determining
Interest Rate Inadequate or Unfair. If on or prior to the first day of any
Interest Period for any Fixed Rate Borrowing:

          (a) the Administrative Agent is advised by the
Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts)
are not being offered to the Euro-Dollar Reference Banks in the relevant market
for such Interest Period, or

          (b) in the case of a Committed Borrowing, Banks having 50% or more of the
aggregate amount of the Commitments advise the Administrative Agent that the
Adjusted London Interbank Offered Rate, as determined by the Administrative
Agent will not adequately and fairly reflect the cost to such Banks of funding
their Euro-Dollar Loans for such Interest Period,


the Administrative Agent shall forthwith give notice thereof to the Borrower
and the Banks, whereupon until the Administrative Agent notifies the Borrower
that the circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Banks to make Euro-Dollar Loans or to continue or convert
outstanding Loans as or into Euro-Dollar Loans shall be suspended and (ii) each


48



outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the
last day of the then current Interest Period applicable thereto. Unless the
Borrower notifies the Administrative Agent at least two Domestic Business Days
before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has
previously been given that it elects not to borrow on such date, (i) if such
Fixed Rate Borrowing is a Euro-Dollar Borrowing, such Borrowing shall instead be
made as a Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money
Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing
shall bear interest for each day from and including the first day to but
excluding the last day of the Interest Period applicable thereto at the Base
Rate for such day.

          Section 8.02.
Illegality. If, on or after the date of this
Agreement, the adoption of any applicable law, rule or regulation, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Euro-Dollar Lending Office) with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable agency shall
make it unlawful or impossible for any Bank (or its Euro-Dollar Lending Office)
to make, maintain or fund its Euro-Dollar Loans and such Bank shall so notify
the Administrative Agent, the Administrative Agent shall forthwith give notice
thereof to the other Banks and the Borrower, whereupon until such Bank notifies
the Borrower and the Administrative Agent that the circumstances giving rise to
such suspension no longer exist, the obligation of such Bank to make Euro-Dollar
Loans or to convert outstanding Loans into Euro-Dollar Loans or continue
outstanding Loans as Euro-Dollar Loans, shall be suspended. Before giving any
notice to the Administrative Agent pursuant to this Section, such Bank shall
designate a different Euro-Dollar Lending Office if such designation will avoid
the need for giving such notice and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank. If such Bank shall determine that it may
not lawfully continue to maintain and fund any of its outstanding Euro-Dollar
Loans to maturity and shall so specify in such notice, the Borrower shall
immediately prepay in full the then outstanding principal amount of each such
Euro-Dollar Loan, together with accrued interest thereon. Concurrently with
prepaying each such Euro-Dollar Loan, the Borrower shall borrow a Base Rate Loan
in an equal principal amount from such Bank (on which interest and principal
shall be payable contemporaneously with the related Euro-Dollar Loans of the
other Banks), and such Bank shall make such a Base Rate Loan.

          Section 8.03.
Increased Cost and
Reduced Return. (a) If on or after (x) the date
hereof, in the case of any Committed Loan or any obligation to make Committed
Loans or (y) the date of the related Money Market Quote, in the case of any
Money Market Loan, the adoption of any applicable law, rule or regulation, or
any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Bank (or
its Applicable Lending Office) with any request or directive 

49



(whether or not
having the force of law) of any such authority, central bank or comparable
agency:

          (i) shall subject any Bank (or its Applicable Lending Office) to any
		tax, duty or other charge with respect to its Fixed Rate Loans, its
		Notes or its obligation to make Fixed Rate Loans, or shall change the
		basis of taxation of payments to any Bank (or its Applicable Lending
		Office) of the principal of or interest on its Fixed Rate Loans or any
		other amounts due under this Agreement in respect of its Fixed Rate
		Loans or its obligation to make Fixed Rate Loans (except for changes in
		the rate of tax on the overall net income of such Bank or its Applicable
		Lending Office imposed by the jurisdiction in which such Bank's
		principal executive office or Applicable Lending Office is located); or

		          (ii) shall impose, modify or deem applicable any reserve (including,
		without limitation, any such requirement imposed by the Board of
		Governors of the Federal Reserve System, but excluding with respect to
		any Euro-Dollar Loan any such requirement included in an applicable
		Euro-Dollar Reserve Percentage), special deposit, insurance assessment
		or similar requirement against assets of, deposits with or for the
		account of, or credit extended by, any Bank (or its Applicable Lending
		Office) or shall impose on any Bank (or its Applicable Lending Office)
		or the London interbank market any other condition affecting its Fixed
		Rate Loans, its Notes or its obligation to make Fixed Rate Loans; and
		the result of any of the foregoing is to increase the cost to such Bank
		(or its Applicable Lending Office) of making or maintaining any Fixed
		Rate Loan, or to reduce the amount of any sum received or receivable by
		such Bank (or its Applicable Lending Office) under this Agreement or
		under its Note with respect thereto, by an amount deemed by such Bank to
		be material, then, within 15 days after demand by such Bank (with a copy
		to the Administrative Agent), the Borrower shall pay to such Bank such
		additional amount or amounts as will compensate such Bank for such
		increased cost or reduction (including any amount or amounts equal to
		any taxes on the overall net income of such Bank payable by such Bank
		with respect to the amount of payments required to be made pursuant to
		this Section 8.03(a)).

	

          (b) If any Bank determines that the adoption of any
applicable law, rule, regulation, guideline or request concerning capital
adequacy, or any change therein, or any change in interpretation or
administration thereof by any governmental authority, central bank or comparable
agency (including, without limitation, any such adoption or change the effect of
which would be, for purposes of capital adequacy requirements, to treat the
Commitments hereunder as not constituting commitments with an original maturity
of one year or less), occurring after the date hereof, will have the effect of
increasing the amount of capital required or expected to be maintained by such
Bank based on the existence of such Bank's Commitment hereunder or its
obligations hereunder, it will notify the Borrower. This determination will be
made on a Bank by Bank basis. The 

50



Borrower will pay to each Bank on demand such
additional amounts as are necessary to compensate for the increased cost to such
Bank as a result of the event described in the first sentence of this Section
8.03(b). In determining such amount, such Bank will act reasonably and in good
faith and will use averaging and attribution methods which are reasonable, and
such Bank will pass such costs on to the Borrower only if such costs are passed
on in a similar manner by such Bank to similarly situated borrowers (which are
parties to credit or loan documentation containing a provision similar to this
Section 8.03(b)), as determined by such Bank in its reasonable discretion. Each
Bank's determination of compensation shall be conclusive if made in accordance
with this provision. Each Bank, upon determining that any increased costs will
be payable pursuant to this Section 8.03(b), will give prompt written notice
thereof to the Borrower, which notice shall show the basis for calculation of
such increased costs, although the failure to give any such notice shall not
release or diminish any of the Borrower's obligations to pay increased costs
pursuant to this Section 8.03(b).

          (c) Each Bank will promptly notify the Borrower and the Administrative Agent
of any event of which it has knowledge, occurring after the date hereof, which
will entitle such Bank to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. A Bank
claiming compensation under this Section shall furnish a certificate to the
Borrower setting forth the additional amount or amounts to be paid to it
hereunder, which shall be conclusive in the absence of manifest error. In
determining such amount, such Bank may use any reasonable averaging and
attribution methods.

          Section 8.04. Base Rate Loans Substituted for
Affected Euro-Dollar Loans. If (i) the obligation of any Bank to make, or to
continue or convert outstanding Loans as or to, Euro-Dollar Loans has been
suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation
under Section 8.03(a) and the Borrower shall, by at least five Euro-Dollar
Business Days' prior notice to such Bank through the Administrative Agent, have
elected that the provisions of this Section shall apply to such Bank, then,
unless and until such Bank notifies the Borrower that the circumstances giving
rise to such suspension or demand for compensation no longer apply:

          (a) all Loans which would otherwise be made by such Bank as Euro-Dollar Loans
shall be made instead as Base Rate Loans (on which interest and principal shall
be payable contemporaneously with the related Euro-Dollar Loans of the other
Banks), and

          (b) after each of its Euro-Dollar Loans has been repaid, all payments of
principal which would otherwise be applied to repay such Euro-Dollar Loans shall
be applied to repay its Base Rate Loans instead.

51



Article 9

Miscellaneous

          Section 9.01.
Notices. (a) All notices, requests, directions,
consents, approvals and other communications to any party hereunder shall be in
writing (including bank wire, telex, facsimile transmission or similar writing)
and shall be given to such party (subject to subparagraph (b) below): (x) in the
case of the Borrower or the Administrative Agent, at its address or telex or telecopier number set forth on the signature pages hereof, (y) in the case of
any Bank, at its address or telex or telecopier number set forth in its
Administrative Questionnaire or (z) in the case of any other party, such other
address or telex or telecopier number as such party may hereafter specify for
the purpose by notice to the Administrative Agent and the Borrower. Each such
notice, request, direction, consent, approval or other communication shall be
effective (i) if given by telex, when such telex is transmitted to the telex
number specified in this Section and the appropriate answerback is received or
(ii) if given by any other means, when delivered or received at the address
specified in this Section; provided that notices to the Administrative
Agent under Article 2 or Article 8 shall not be effective until received.

          (b) Notices and other communications to the Banks hereunder may be delivered
or furnished by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to
notices pursuant to Article 2 or Article 8 unless otherwise agreed by the
Administrative Agent and the applicable Bank. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications.

          Section 9.02. No
Waivers. No failure or delay by the
Administrative Agent or any Bank in exercising any right, power or privilege
hereunder or under any Note shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

          Section 9.03. Expenses;
Documentary Taxes; Indemnification.
(a) The Borrower shall pay (i) all reasonable out-of-pocket expenses
of the Administrative Agent, including reasonable fees and disbursements of
special counsel for the Administrative Agent, in connection with the preparation
of this Agreement, any waiver or consent hereunder or any amendment hereof or
any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all
reasonable out-of-pocket expenses incurred by the Administrative Agent or any
Bank, including reasonable fees and disbursements incurred by counsel or
in-house counsel, in connection with such Event of Default and collection,
bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
The Borrower shall indemnify each Bank against any transfer taxes, documentary
taxes, 

52



assessments or charges made by any governmental authority by reason of
the execution and delivery of this Agreement or the Notes and any and all
liabilities with respect to or resulting from any delay or omission (unless
solely attributable to such Bank) to pay such taxes.

          (b) The Borrower agrees to indemnify each Bank, their respective affiliates
and the respective directors, officers, agents, advisors and employees of the
foregoing (each an "Indemnitee") and hold each Indemnitee harmless from
and against any and all liabilities, losses, damages, costs, claims, demands and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by any Indemnitee (or by the
Administrative Agent in connection with its actions as Agent hereunder) in
connection with any investigative, administrative or judicial proceeding
(whether or not such Indemnitee shall be designated a party thereto) relating to
or arising out of this Agreement or any actual or proposed use of proceeds of
Loans hereunder; provided that no Indemnitee shall have the right to be
indemnified hereunder for its own gross negligence, willful misconduct or
unlawful conduct as determined by a court of competent jurisdiction.

          Section 9.04. Sharing
of Set-offs. Each Bank agrees that if it shall,
by exercising any right of set-off or counterclaim or otherwise, receive payment
of a proportion of the aggregate amount of principal and interest then due with
respect to any Loans made by it which is greater than the proportion received by
any other Bank in respect of the aggregate amount of principal and interest due
with respect to any Loans made by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such participations in the Loans
held by the other Banks, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest with respect to the
Loans held by the Banks shall be shared by the Banks pro rata; provided
that nothing in this Section shall impair the right of any Bank to exercise any
right of set-off or counterclaim it may have and to apply the amount subject to
such exercise to the payment of indebtedness of the Borrower other than its
indebtedness under the Loans. The Borrower agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a participation in a
Loan, whether or not acquired pursuant to the foregoing arrangements, may
exercise rights of set-off or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct
creditor of the Borrower in the amount of such participation.

          Section 9.05.
Amendments and Waivers. Except as provided
by Section 2.17, any provision of this Agreement or the Notes may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed by
the Borrower and the Required Banks (and, if the rights or duties of the
Administrative Agent are affected thereby, by the Administrative Agent); 
provided that, no such amendment or waiver shall (i) increase or decrease
the Commitment of any Bank (except for a ratable decrease in the Commitments of
all Banks) or subject any Bank to any additional obligation without the written
consent of such Bank, (ii) reduce the principal of or rate of interest on any
Loan or any fees hereunder 

53



without the written consent of each Bank directly
affected thereby, (iii) postpone the date fixed for any payment of principal of
or interest on any Loan or any fees hereunder or for any reduction or
termination of any Commitment without the written consent of each Bank directly
affected thereby, (iv) change the percentage of the Commitments (other than in
connection with any increase in Commitments pursuant to Section 2.17) or of the
aggregate unpaid principal amount of the Notes without the written consent of
each Bank directly affected thereby or (v) change any of the provisions of this
Section 9.05 or the definition of "Required Banks" or any other provision hereof
specifying the number or percentage of Banks required to waive, amend or modify
any rights hereunder, make any determination or grant any consent hereunder or
take any other action under any provision of this Agreement without the written
consent of each Bank.

          Section 9.06. 
Successors and Assigns. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that the
Borrower may not assign or otherwise transfer any of its rights under this
Agreement without the prior written consent of all Banks.

          (b) Any Bank may at any time grant to one or more
affiliates of such Bank, banks or other institutions (each a "Participant")
participating interests in its Commitment or any or all of its Loans. In the
event of any such grant by a Bank of a participating interest to a Participant,
whether or not upon notice to the Borrower and the Administrative Agent, such
Bank shall remain responsible for the performance of its obligations hereunder,
and the Borrower and the Administrative Agent shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations
under this Agreement. Any agreement pursuant to which any Bank may grant such a
participating interest shall provide that such Bank shall retain the sole right
and responsibility to enforce the obligations of the Borrower hereunder
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such
participation agreement may provide that such Bank will not agree to any
modification, amendment or waiver of this Agreement described in clause (i),
(ii) or (iii) of Section 9.05 without the consent of the Participant. Subject to
the provisions of subsection (e), the Borrower agrees that each Participant
shall, to the extent provided in its participation agreement, be entitled to the
benefits, and be bound by the obligations, of Article 8 with respect to its
participating interest. An assignment or other transfer which is not permitted
by subsection (c) or (d) below shall be given effect for purposes of this
Agreement only to the extent of a participating interest granted in accordance
with this subsection (b).

          (c) Any Bank may at any time assign to one or more
banks or other institutions (each an "Assignee") all, or a proportionate
part (but not in any case in an amount less than $10,000,000, unless (x) such
Assignee is another Bank or an affiliate of such transferor Bank or (y) such
assignment is for all of such transferor Bank's rights and obligations under
this Agreement and the Notes) of all of its rights and obligations under this
Agreement and the Notes, and such 

54



Assignee shall assume such rights and
obligations, pursuant to an Assignment and Assumption Agreement in substantially
the form of Exhibit H hereto executed by such Assignee and such transferor Bank,
with (and subject to) the subscribed consent of the Borrower and the
Administrative Agent, such consents not to be unreasonably withheld; provided
that (i) if an Assignee is another Bank or an affiliate of such transferor Bank,
or (ii) in the case of an assignment by any Bank to one or more Assignees after
the occurrence and during the continuance of an Event of Default, no such
consent of the Borrower shall be required; and provided further
that such assignment may, but need not, include the rights of the transferor
Bank in respect of outstanding Money Market Loans. Upon execution and delivery
of such an instrument and payment by such Assignee to such transferor Bank of an
amount equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be released from its
obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required. Upon the consummation of any assignment
pursuant to this subsection (c), the transferor Bank, the Administrative Agent
and the Borrower shall make appropriate arrangements so that, if required, a new
Note is issued to the Assignee. In connection with any such assignment, the
transferor Bank shall pay to the Administrative Agent an administrative fee for
processing such assignment in the amount of $3,500. If the Assignee is not
incorporated under the laws of the United States of America or a state thereof,
it shall, prior to the first date on which interest or fees are payable
hereunder for its account, deliver to the Borrower and the Administrative Agent
certification as to exemption from deduction or withholding of any United States
federal income taxes in accordance with Section 2.16.

          (d) Any Bank may at any time assign all or any portion of its rights under
this Agreement and its Note to a Federal Reserve Bank. No such assignment shall
release the transferor Bank from its obligations hereunder.

          (e) No Assignee, Participant or other transferee of any Bank's rights shall
be entitled to receive any greater payment under Section 8.03 than such Bank
would have been entitled to receive with respect to the rights transferred,
unless such transfer is made with the Borrower's prior written consent or by
reason of the provisions of Section 8.02 or 8.03 requiring such Bank to
designate a different Applicable Lending Office under certain circumstances or
at a time when the circumstances giving rise to such greater payment did not
exist.

          Section 9.07. 
Collateral. Each of the Banks represents to the
Administrative Agent and each of the other Banks that it in good faith is not
relying upon any "margin stock" (as defined in Regulation U) as collateral in
the extension or maintenance of the credit provided for in this Agreement.

          Section 9.08. Governing
Law. (a) This Agreement and each Note shall be
governed by and construed in accordance with the laws of the State of New York.

55



          (b) The Borrower hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of
the parties hereto agrees, to the fullest extent permitted by law, that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent or any Bank may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction. 

          (c) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in
paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

          (d) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 9.01. Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law. 

          Section 9.09. 
Counterparts; Integration. This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire agreement and understanding
among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof.

          Section 9.10. Several
Obligations. The obligations of the Banks
hereunder are several. Neither the failure of any Bank to carry out its
obligations hereunder nor of this Agreement to be duly authorized, executed and
delivery by any Bank shall relieve any other Bank of its obligations hereunder
(or affect the rights hereunder of such other Bank). No Bank shall be
responsible for the obligations of, or any action taken or omitted by, any other
Bank hereunder.

          Section 9.11. 
Severability. In case any provision in or
obligation under this Agreement shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or 

56



of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

          Section 9.12. 
Confidentiality. The Administrative Agent and each Bank represent that
they will maintain the confidentiality of any written or oral information
provided by or on behalf of the Borrower (hereinafter collectively called "Confidential
Information"), subject to the Administrative Agent's and each Bank's
(a) obligation to disclose any such Confidential Information pursuant to a request
or order under applicable laws or regulations or from a regulatory authority or
self-regulatory body or pursuant to a subpoena or other legal process, (b) right to
disclose any such Confidential Information to its bank examiners, auditors,
counsel and other professional advisors, and its employees, officers and
directors, and to other Banks (it being understood that such Persons shall be
informed of the confidential nature of such information and instructed to keep
it confidential), (c) right to disclose any such Confidential Information in
connection with any litigation or dispute involving the Banks and the Borrower
or any of its Subsidiaries and affiliates, (d) right to provide such information to
Participants, prospective Participants to which sales of participating interests
are permitted pursuant to Section 9.06(b) and prospective Assignees to which
assignments of interests are permitted pursuant to Section 9.06(c) if such
Participant, prospective Participant or prospective Assignee agrees in writing
to maintain the confidentiality of such information on terms substantially
similar to those of this Section as if it were a "Bank" party hereto, and
(e) right
to disclose Confidential Information to its affiliates if such affiliate agrees
in writing to maintain the confidentiality of such information on terms
substantially similar to those of this Section. Notwithstanding the foregoing,
any such information supplied to a Bank, Participant, prospective Participant or
prospective Assignee under this Agreement shall cease to be Confidential
Information if it is or becomes known to such Person by other than unauthorized
disclosure, or if it becomes a matter of public knowledge other than as a result
of a breach of this Section by such Person. 

          Section 9.13. WAIVER OF
JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

          Section 9.14. USA
Patriot Act. Each Bank hereby notifies the Borrower that pursuant
to the requirements of the USA PATRIOT Act (Title III of Pub. L 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify
and record information that identifies the Borrower, which information includes
the name and address of the Borrower and other information that will allow such
Bank to identify the Borrower in accordance with the Act. 




[remainder of page intentionally left blank]

57




          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.




	
		NATIONAL RURAL UTILITIES 
          COOPERATIVE FINANCE 

		          CORPORATION

		
	By:    /s/
		Steven L. Lilly                                        
		
	
		             Name:

			
		Steven L. Lilly
	
		             Title: 

			
		Senior Vice President, Chief

		Financial Officer and

		Assistant Secretary-Treasurer

		
	
		             Address:                   

			
		2201 Cooperative Way

				Herndon, Virginia 20171

		
	
		             Attention:

			
		Rhonda Smith                

		
	
		             Title:

			
		Assistant Treasurer

		
	
		             Telephone No.:	
		(703) 709-6700
	
		             Telecopier
		No.:	
		(703) 709-6779







 



 




	
		JPMORGAN CHASE BANK, NA., as 

		          Administrative Agent and as a Bank
	By:   
		/s/ Thomas Casey                                                     
		
	
		          Name:	
		Thomas Casey
	
		          Title	
		Vice President
	
		         Address:                   	
		1111 Fannin St., 10th Floor

				Houston, Texas 77002
	
		         Attention:	
		Rose Salvacion
	
		         Telephone No.:	
		(713) 750-2501
	
		         Telecopier No.:	
		(713) 427-6307
	
		         E-mail:	
		rosemarie.i.salvacion@jpmchase.com




 




	
		THE BANK OF NOVA SCOTIA, as 

		         Syndication Agent and as a Bank
	By:   
		/s/ Frank F. Sandler                                   
		
	
		          Name: 	
		Frank F. Sandler                                   
	
		          Title:   	
		Managing Director




 



	
		ABN AMRO Bank N.V. 

	By:   
		/s/ Neil R. Stein                               
		
	
		          Name:	
		Neil R. Stein                                     
	
		          Title:    	
		Director
	
		 	
		 
	
		By:   
		/s/ Michael DeMarco                        
		
	
		          Name:  	
		Michael DeMarco
	
		          Title:    	
		Vice President





 



 


	
		THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

		         NEW YORK BRANCH
	By:   
		/s/ Linda Tam                                            
		
	
		          Name:  	
		Linda Tam                                          
	
		          Title:	
		Authorized Signatory 




 



 


	
		THE ROYAL BANK OF SCOTLAND

		         PLC

 
	By:    /s/
		Emily Freedman                               
		
	
		          Name:	
		Emily Freedman                                
	
		          Title	
		Vice President




 


 


	
		MIZUHO CORPORATE BANK., LTD.

 
	By:    /s/
		Raymond Ventura                               
		
	
		          Name:	
		Raymond Ventura                                
	
		          Title	
		Deputy General Manager




 



 


	
		HSBC BANK USA, NATIONAL

		         ASSOCIATION

 
	By:    /s/
		Suzanne Matthews                               
		
	
		          Name:	
		Suzanne Matthews                                
	
		          Title	
		Senior Vice President




 



 


	
		CREDIT SUISSE, CAYMAN

		ISLAND BRANCH

 
	By:    /s/
		Jay Chall                               
		
	
		          Name:	
		Jay Chall                                       
	
		          Title	
		Director




 


	
		

 
	By:    /s/
		James Neira                               
		
	
		          Name:	
		James Neira                                       
	
		          Title	
		Associate




 



 


	
		DEUTSCHE BANK AG NEW YORK

		          BRANCH

 
	By:    /s/
		Marcus Tarkington                               
		
	
		          Name:	
		Marcus Tarkington                                       
	
		          Title	
		Director




 


	
		

 
	By:    /s/
		Rainer Meier                               
		
	
		          Name:	
		Rainer Meier                                       
	

		          Title: 	
		Vice President




 



 


	
		LEHMAN BROTHERS BANK, FSB

 
	By:    /s/
		Gary T. Taylor                           
		
	
		          Name:	
		Gary T. Taylor                                       
	
		          Title	
		Senior Vice President




 



 


	
		MERRILL LYNCH BANK USA

 
	By:    /s/
		Frank Stepan                               
		
	
		          Name:	
		Frank Stepan                                       
	
		          Title:	
		Vice President




 



 


	
		UBS LOAN FINANCE LLC, Lender

 
	By:    /s/
		Irja R. Otsa                               
		
	
		          Name:	
		Irja R. Otsa                                         
	
		          Title	
		Associate Director
	
		  	
		Banking Products
	
		  	
		Services, US




 


	
		

 
	By:    /s/
		Pamela Oh                                    
		
	
		          Name:	
		Pamela Oh                                          
	

		          Title:	
		Associate Director
	
		   	
		Banking Products
	
		  	
		Services, US




 



 


	
		KEYBANK NATIONAL

		          ASSOCIATION

 
	By:    /s/
		Sherrie I. Manson                                 
		
	
		          Name:	
		Sherrie I. Manson                                   
	

		          Title:	
		Senior Vice President




 



 


	
		CALYON

 
	By:    /s/
		Sebastian Rocco                               
		
	
		          Name:	
		Sebastian Rocco                                       
	
		          Title:	
		Managing Director




 


	
		

 
	By:    /s/
		Walter Jay Buckley                            
		
	
		          Name:	
		Walter Jay Buckley                          
	
		          Title:	
		Managing Director




 



 


	
		US BANK

 
	By:    /s/
		Eric J. Cosgrove                                    
		
	
		          Name:	
		Eric J. Cosgrove                                 
	
		          Title:	
		Assistant Vice President




 



 


	
		COOPERATIVE CENTRALE

		RAIFFEISEN-BOERENLEENBANK,

		B.A., "RABOBANK INTERNATIONAL",

		NEW YORK BRANCH

 
	By:    /s/
		Brett Delfino                            
		
	
		          Name:	
		Brett Delfino                                
	
		          Title:	
		Executive Director




 


	
		 
	By:    /s/
		Jocelyne Lallemano                            
		
	
		          Name:	
		Jocelyne Lallemano                            
	
		          Title:	
		Vice President




 



 


	
		SUNTRUST BANK

 
	By:    /s/
		William C. Washburn, Jr.                            
		
	
		          Name:	
		William C. Washburn, Jr.                
	
		          Title:	
		Vice President




 



 


	
		COMERICA BANK

 
	By:    /s/
		Erica M. Krzeminski                            
		
	
		          Name:	
		Erica M. Krzeminski                          
	
		          Title:	
		Account Officer




 



 


	
		PNC BANK N.A.

 
	By:    /s/
		Louis K. McLinden                               
		
	
		          Name:	
		Louis K. McLinden                           
	
		          Title:	
		Vice President




 



AGENT SCHEDULE





	Institution	Title
	
		JPMorgan Chase Bank, N.A.

			Administrative Agent

 
	
		The Bank of Nova Scotia

			Syndication Agent

 
	
		ABN AMRO N.V.

			Co-Documentation Agent

 
	
		The Bank of Tokyo-Mitsubishi UFJ, Ltd.,

		          New York Branch

			Co-Documentation Agent

 
	
		The Royal Bank of Scotland plc

			Co-Documentation Agent






1



COMMITMENT SCHEDULE



	Institution	
		Commitment

	JPMorgan Chase Bank, N.A.	
		$88,875,000

				
			
		
		
	The Bank of Nova Scotia	
		$88,875,000

	ABN AMRO Bank N.V.	
		$75,000,000

				
			
		
		
	The Bank of Tokyo-Mitsubishi
		UFJ, Ltd.	
		$78,250,000

				
			
		
		
	The Royal Bank of Scotland plc	
		$59,750,000

	Mizuho Corporate Bank, Ltd.	
		$75,000,000

	HSBC Bank USA, National
		Association	
		$45,000,000

	Credit Suisse, Cayman Islands
		Branch	
		$51,750,000

	Deutsche Bank AG, New York
		Branch	
		$53,000,000

	Lehman Brothers Bank, FSB	
		$57,687,500

	Merrill Lynch Bank USA	
		$59,250,000

	UBS Loan Finance LLC	
		$53,000,000

	KeyBank National Association	
		$59,250,000

	Calyon	
		$37,500,000

	U.S. Bank National Association	
		$39,062,500

	Rabobank International, New
		York Branch	
		$20,000,000

	SunTrust Bank	
		$25,000,000

	Comerica Bank	
		$21,250,000

	PNC Bank, National Association	
		$12,500,000

		 	
		
		$1,000,000,000


		




2




PRICING SCHEDULE



          The "LIBOR Margin" and the "Facility Fee Rate" for the Borrower
at any date are the respective percentages set forth below in the applicable row
and column based upon the Status of the Borrower that exists on such date.


	Status                                      	
		Level I
	
		Level II
	
		Level III
	
		Level IV
	
		Level V
	
		Level VI
	
		Level VII

	LIBOR Margin:       	
		0.145%
	
		0.160%
	
		0.200%
	
		0.240%
	
		0.330%
	
		0.410%
	
		0.625%

	Facility Fee Rate:       	
		0.030%
	
		0.040%
	
		0.050%
	
		0.060%
	
		0.070%
	
		0.090%
	
		0.125%





 

          For purposes of this Pricing Schedule, the following terms have the following
meanings, subject to the concluding paragraph of this Pricing Schedule:

          "Fitch" means Fitch Ratings Ltd.

          "Level I Status" exists at any date if, at such date, the Borrower's
senior unsecured long-term debt is rated AA- or higher by S&P or Aa3 or higher
by Moody's or AA- or higher by Fitch.

          "Level II Status" exists at any date if, at such date, (i) the
Borrower's senior unsecured long-term debt is rated A+ or higher by S&P or A1 or
higher by Moody's or A+ or higher by Fitch, and (ii) Level I Status does not
exist.

          "Level III Status" exists at any date if, at such date, (i) the
Borrower's senior unsecured long-term debt is rated A or higher by S&P or A2 or
higher by Moody's or A or higher by Fitch, and (ii) Level II Status does not
exist.

          "Level IV Status" exists at any date if, at such date, (i) the
Borrower's senior unsecured long-term debt is rated A- or higher by S&P or A3 or
higher by Moody's or A- or higher by Fitch, and (ii) Level III Status does not
exist. 

          "Level V Status" exists at any date if, at such date, (i) the
Borrower's senior unsecured long-term debt is rated BBB+ or higher by S&P or
Baa1 or higher by Moody's or BBB+ or higher by Fitch, and (ii) Level IV Status
does not exist. 

          "Level VI Status" exists at any date if, at such date, (i) the
Borrower's senior unsecured long-term debt is rated BBB or higher by S&P or Baa2
or higher by Moody's or BBB or higher by Fitch, and (ii) Level V Status does not
exist. 

          "Level VII Status" exists at any date if, at such date, no other
Status applies.

3



          "Moody's" means Moody's Investors Services, Inc. 

          "Rating Agencies" means each of S&P, Moody's and Fitch.

          "S&P" means Standard & Poor's Rating Services. 

          "Status" refers to the determination of which of Level I Status, Level
II Status, Level III Status, Level IV Status, Level V Status, Level VI or Level
VII Status exists at any date. 

          The credit ratings to be utilized for purposes of this Pricing Schedule are
those assigned to the senior unsecured long-term debt securities of the Borrower
without third-party credit enhancement (the "Borrower's Unsecured Long-Term
Debt"), and any ratings assigned to any other debt security of the Borrower
shall be disregarded; provided that if at any date there is no such
rating assigned by a particular Rating Agency, such Rating Agency's rating of
the Borrower's Unsecured Long-Term Debt shall be deemed to be one notch below
such Rating Agency's rating of the senior secured debt of the Borrower at such
date. If two of the three Rating Agencies have assigned the same rating to the
Borrower's Unsecured Long-Term Debt (after giving effect to the proviso in the
first sentence of this paragraph) and the third rating agency has assigned a
different rating, the rating of the third Rating Agency shall be disregarded (e.g.,
A/A2/A+ results in Level III Status). If each Rating Agency has assigned to the
Borrower's Unsecured Long-Term Debt a different rating, the intermediate rating
shall be used (e.g., A/Baa1/BBB results in Level V Status).

4



 SCHEDULE 5.03(a)

NON-GAAP SUBSIDIARIES

		
		
			
				
					
							VT Collateral Holdings, LLC, organized in the State of Delaware.
		Borrower owns 100% of the membership interests.

 
	Denton Realty Holdings, LLC, organized in the State of Delaware.
		Borrower owns 100% of the membership interests.
 
	Denton Realty Investors, LLC, organized in the State of Delaware.
		Borrower owns 100% of the membership interests.

 
	Denton Realty Partners, LP, organized in the State of Delaware.
		Denton Realty Holdings, LLC is the general partner and owns 0.5% of the
		partnership interests, and Denton Realty Investors, LLC is the limited
		partner and owns 99.5% of the partnership interests.

 
	Beechwood Real Estate Properties, LLC, organized in the State of
		Delaware. Borrower owns 100% of the membership interests.

 
	Beechwood Real Estate Holdings, LLC, organized in the State of
		Delaware. Borrower owns 100% of the membership interests.

 
	Beechwood Real Estate, LP, organized in the State of Delaware.
		Beechwood Real Estate Properties, LLC is the general partner and owns
		0.5% of the partnership interests, and Beechwood Real Estate Holdings,
		LLC is the limited partner and owns 99.5% of the partnership interests.

 
	CRH Golf GP, LLC, organized in the State of Texas. Beechwood Real
		Estate, LP owns 100% of the membership interests.

 
	CRH Hospitality GP, LLC, organized in the State of Texas. Beechwood
		Real Estate, LP owns 100% of the membership interests.

 
	CRH Golf, L.P., organized in the State of Texas. CRH Golf GP, LLC is
		the general partner and owns 1% of the partnership interests, and
		Beechwood Real Estate, LP is the limited partner and owns 99% of the
		partnership interests.

 
	CRH Hospitality, L.P., organized in the State of Texas. CRH
		Hospitality GP, LLC, is the general partner and owns 1% of the
		partnership interests, and Beechwood Real Estate, LP is the limited
		partner and owns 99% of the partnership interests.


					

				

			



5




EXHIBIT A


FORM OF NOTE


New York, New York                                                                                                                                     [DATE]

          For value received, National Rural Utilities Cooperative Finance Corporation,
a not-for-profit cooperative association incorporated under the laws of the
District of Columbia (the "Borrower"), promises to pay to the order of
! (the "Bank"), for the account
of its Applicable Lending Office, the unpaid principal amount of each Loan made
by the Bank to the Borrower pursuant to the Revolving Credit Agreement referred
to below on the Maturity Date with respect to such Loan. The Borrower promises
to pay interest on the unpaid principal amount of each such Loan on the dates
and at the rate or rates provided for in the Revolving Credit Agreement. All
such payments of principal and interest shall be made in lawful money of the
United States in Federal or other immediately available funds at the office of
JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York.

          All Loans made by the Bank, the respective types and maturities thereof and
all repayments of the principal thereof shall be recorded by the Bank and, prior
to any transfer hereof, appropriate notations to evidence the foregoing
information with respect to each such Loan then outstanding may be endorsed by
the Bank on the schedule attached hereto, or on a continuation of such schedule
attached to and made a part hereof; provided that the failure of the Bank
to make any such recordation or endorsement shall not affect the obligations of
the Borrower hereunder or under the Revolving Credit Agreement.

          This note is one of the Notes referred to in the 364-Day Revolving Credit
Agreement dated as of March 22, 2006 among the Borrower, the Banks listed on the
signature pages thereof, ABN AMRO Bank N.V., The Bank of Tokyo-Mitsubishi UFJ,
Ltd., New York Branch and The Royal Bank of Scotland plc, as Co-Documentation
Agents, The Bank of Nova Scotia, as Syndication Agent, and JPMorgan Chase Bank,
N.A., as Administrative Agent (as the same may be amended from time to time, the
"Revolving Credit Agreement"). Terms defined in the Revolving Credit
Agreement are used herein with the same meanings. Reference is made to the
Revolving Credit Agreement for provisions for the prepayment hereof and the
acceleration of the maturity hereof.




	
		NATIONAL RURAL UTILITIES           COOPERATIVE FINANCE           CORPORATION

 

		
	By:   _______________________________
	          Name: 	 
	          Title: 	 





Ex.A-1






Note (cont'd)





LOANS AND PAYMENTS OF PRINCIPAL




	
		Date
	
		Amount of Loan
	
		Type of Loan
	
		Amount of Principal Repaid
	
		Maturity Date
	
		Notation Made By

	
		
 

		
	
		
 

		
	
		
 

		
	
		
 

		
	
		
 

		
	
		
 

		
	
		
 

		
	
		
 

		
	
		
 

		
	
		
 

		
	
		
 

		
	
		
 

		
	
		
 

		
	
		
 

		
	
		
 

		
	
		
 

		




Ex.A-2




EXHIBIT B-1


FORM OF RUS GUARANTEE




          The United States of America acting through the Administrator of the Rural
Utilities Service ("RUS") hereby unconditionally guarantees to [name of
Payee] the making of [__%] of the payments of principal and interest when and as
due on this Note of _________ (the "Cooperative") in accordance with the
terms hereof and of the Loan Agreement referred to in this Note, until such
principal and interest shall be indefeasibly paid in full (which includes
interest accruing on such principal between the date of default under this Note
and the payment in full of this Guarantee), irrespective of receipt by RUS of
any sums or property from its enforcement of its remedies for the Cooperative
default. This Guarantee shall be incontestable except for fraud or
misrepresentation of which the holder had actual knowledge at the time it became
a holder. RUS hereby waives diligence, presentment, demand, protest and notice
of any kind, as well as any requirement that [name of Payee] exhaust any right
or take any action against the Cooperative.

          This Guarantee is issued pursuant to Title III of the Rural Electrification
Act of 1936, as amended (7 U.S.C. '
'  901, et seq.), and
the Loan Guarantee and Servicing Agreement among RUS, the Cooperative, Bank One,
NA and National Rural Utilities Cooperative Finance Corporation dated
___________, ____.


	 	UNITED STATES OF AMERICA
	Date________________, ___	By:	______________________________
	 	
		          Name: 

		
	 	
		          Title: Administrator of Rural
                    Electrification Administration

		




Ex.B-1




EXHIBIT B-2


FORM OF RUS GUARANTEE




          The United States of America acting through the Administrator of the Rural
Utilities Service ("RUS") hereby unconditionally guarantees to the Payee
the making of the payments of principal and Guaranteed Interest when and as due
on the Note of _______________ (the "Cooperative") dated _____ in the
original principal amount of $ _____ (the "Note"), in accordance with the
terms thereof and of the Loan Agreement and the Master Loan Guarantee and
Servicing Agreement referred to in the Note, until such principal and Guaranteed
Interest shall be indefeasibly paid in full (which includes interest accruing at
the Guaranteed Interest Rate between the date of default under the Note and the
payment in full of this Guarantee), irrespective of receipt by RUS of any sums
or property from its enforcement of its remedies for the Cooperative's default.
This Guarantee shall be incontestable except for fraud or misrepresentation of
which the holder had actual knowledge at the time it became a holder. RUS hereby
waives diligence, presentment, demand, protest and notice of any kind (except
the "Default Notice" required pursuant to Section 5.3(a) of the Master Loan
Guarantee and Servicing Agreement), and acknowledges that the Payee does not
have any right or obligation to exercise any right or take any action against
the Cooperative.

          This Guarantee is issued pursuant to the Rural Electrification Act of 1936,
as amended (7 U.S.C. '
' 901, et seq.) (the "Act"),
and the Master Loan Guarantee and Servicing Agreement between RUS and National
Rural Utilities Cooperative Finance Corporation dated as of February 16, 1999.

          THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE, AND
OTHERWISE THE LAWS OF THE COMMONWEALTH OF VIRGINIA.


          THE UNDERSIGNED, AS [ADMINISTRATOR] OF RUS, DOES HEREBY CERTIFY THAT I AM
AUTHORIZED UNDER THE ACT AND 7 CFR PART 1700 TO DELIVER THIS GUARANTEE.





	
		UNITED STATES OF AMERICA

		
		
	By:	
		
 

		
	
		          Name: 

		
	
		          Title: [Administrator] of the Rural                     Utilities Service

		





Dated:__________________
                                          RUS
												Loan No _______________________

 

Ex.B-2




EXHIBIT C


FORM OF MONEY MARKET QUOTE REQUEST




[Date]

To:           JPMorgan Chase Bank, N.A. (the "Administrative Agent")

From:       National Rural Utilities Cooperative Finance Corporation (the "Borrower")

Re:           364-Day Revolving Credit Agreement (the "Revolving Credit
		Agreement") dated as of March 22, 2006

                 among the Borrower, the Banks
		listed on the signature pages thereof, ABN AMRO Bank N.V., The Bank of
		                 Tokyo-Mitsubishi UFJ, Ltd., New York Branch and The Royal Bank of
		Scotland plc, as Co-Documentation                  Agents, The Bank of Nova Scotia, as
		Syndication Agent, and JPMorgan Chase Bank, N.A., as 

                 Administrative Agent

          We hereby give notice pursuant to Section 2.03 of the Revolving Credit
Agreement that we request Money Market Quotes for the following proposed Money
Market Borrowing(s):

Date of Borrowing: __________________


		Principal Amount1
		                                                                      Interest Period2

	


$

          Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]

          Terms used herein have the meanings assigned to them in the Revolving Credit
Agreement.




	
		NATIONAL RURAL UTILITIES           COOPERATIVE FINANCE           CORPORATION

		
	By:	
		
 

		
	
		          Name: 

		
	
		          Title: 

		





_______________________________

            1  Amount must be $10,000,000 or a larger
multiple of $1,000,000.

            2  Any number of whole months (but not less than one month)
(LIBOR Auction) or not 

                less than 30 days (Absolute Rate Auction), subject to the
definition of Interest 

               
Period.



Ex.C-1






EXHIBIT D


FORM OF INVITATION FOR MONEY MARKET QUOTES


[Date]

          To:     [Name of Bank]

          Re:     Invitation for Money Market Quotes to the National Rural
		Utilities Cooperative Finance 

                    Corporation (the "Borrower")

          Pursuant to Section 2.03 of the 364-Day Revolving Credit Agreement dated as
of March 22, 2006 among the Borrower, the Banks listed on the signature pages
thereof, ABN AMRO Bank N.V., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch and The Royal Bank of Scotland plc, as Co-Documentation Agents, The Bank
of Nova Scotia, as Syndication Agent, and JPMorgan Chase Bank, N.A., as
Administrative Agent:

Date of Borrowing: _________________

	

          Principal Amount 
                                                                    Interest
												Period


$

          Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]

          Please respond to this invitation by no later than 9:30 A.M. (New York City
time) on [date].




	
		JPMORGAN CHASE BANK, N.A.

		
	  	  
	By:	
		
 

		
	
		          Name: 

		
	
		          Title: Authorized Officer

		







Ex.D-1






EXHIBIT E


FORM OF MONEY MARKET QUOTE




[Date]

JPMorgan Chase Bank, N.A.,
          as Administrative Agent

1111 Fannin St., 10th Floor

Houston, Texas 77002



Attention:



Re:    Money Market Quote to National Rural Utilities Cooperative 

          Finance Corporation (the "Borrower")

          In response to your invitation on behalf of the Borrower dated _____________,
200_, we hereby make the following Money Market Quote on the following terms:

1. Quoting Bank: ________________________________

		2. Person to contact at Quoting Bank: _____________________________

		3. Date of Borrowing: ____________________*

		
		4. We hereby offer to make Money Market Loan(s) in the following
		principal amounts, for the following Interest Periods and at the
		following rates:

	


	
		Principal Amount**
	
		Interest Period***
	
		Money Market [Margin****]
	
		[Absolute Rate*****]

	$	 	 	 
	$	 	 	 
	 	 	 	 




 _________________________

            *            As specified in the related
Invitation.



            **          Principal amount bid for each Interest Period may not
exceed principal amount

                           requested. Specify aggregate limitation if
the sum of the individual offers exceeds the amount 

                           the Bank is willing to lend.  Bids
must be made for $1,000,000 or a large multiple thereof.



            ***        Any number of whole months (but not less than one month)
or not less than 30 days,

                           as specified in the related Invitation. 
No more than five bids are permitted for each Interest Period.



            ****      Margin over or under the London Interbank Offered Rate
determined for the 

                           applicable Interest Period. Specify
percentage (rounded to the nearest 1/10,000 of 1%) and

                           specify whether "PLUS" or "MINUS".



            *****    Specify rate of interest per annum (rounded to the nearest
1/10,000th or 1%).

Ex.E-1



[provided, that the aggregate principal amount of Money Market Loans
for which the above offers may be accepted shall not exceed $____________.]**

We understand and agree that the offer[s] set forth above [is][are] subject
to the satisfaction of the applicable conditions set forth in the 364-Day
Revolving Credit Agreement dated as of March 22, 2006 among the Borrower, the
Banks listed on the signature pages thereof, ABN AMRO Bank N.V., The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch and The Royal Bank of Scotland plc,
as Co-Documentation Agents, The Bank of Nova Scotia, as Syndication Agent, and
JPMorgan Chase Bank, N.A., as Administrative Agent.




	
		Very truly yours,

			[NAME OF BANK]

		
		
	By:	
		
 

		
	
		          Name: 

		
	
		          Title: Authorized Officer

		







Dated: _______________ 

Ex.E-2




EXHIBIT F


OPINION OF JOHN JAY LIST, ESQ.,

GENERAL COUNSEL OF THE BORROWER


[Date]



          I am General Counsel of the National Rural Utilities Cooperative Finance
Corporation (the "Borrower") and am delivering this opinion pursuant to
the 364-Day Revolving Credit Agreement (the "Agreement") dated as of
March 22, 2006 among the Borrower, the Banks listed on the signature pages
thereof, ABN AMRO Bank N.V., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch and The Royal Bank of Scotland plc, as Co-Documentation Agents, The Bank
of Nova Scotia, as Syndication Agent, and JPMorgan Chase Bank, N.A., as
Administrative Agent. Terms defined in the Agreement are used herein as therein
defined. This opinion is being rendered to you at the request of my client, the
Borrower, pursuant to Section 3.01(c) of the Agreement.

          I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion. This opinion is limited to the laws of the District of Columbia.

          Upon the basis of the foregoing, I am of the opinion that:

          1. The Borrower is a cooperative association duly incorporated, validly
existing and in good standing under the laws of the District of Columbia and has
the corporate power and authority and all material governmental licenses,
authorizations, consents and approvals required to own its property and assets
and to transact the business in which it is engaged. The Borrower is duly
qualified or licensed as a foreign corporation in good standing in every
jurisdiction in which the nature of the business in which it is engaged makes
such qualification or licensing necessary, except in those jurisdictions in
which the failure to be so qualified or licensed would not (after qualification,
assuming that the Borrower could so qualify without the payment of any fee or
penalty and retain its rights as they existed prior to such qualification all to
an extent so that any fees or penalties required to be so paid or any rights not
so retained would not, individually or in the aggregate, have a material adverse
effect on the business or financial condition of the Borrower), individually or
in the aggregate, have a material adverse effect upon the business or financial
condition of the Borrower. The Borrower has the corporate power and authority to
execute, deliver and carry out the terms and provisions of the Agreement and the
Notes. The Agreement and the Notes have been duly and validly authorized,
executed and delivered by the Borrower, and the Agreement constitutes a legal,
valid and binding agreement of the Borrower, and the Notes constitute legal,
valid and binding obligations of the Borrower, in each case enforceable in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and by general
principles of equity.

Ex.F-1



          2. There are no actions, suits, proceedings or investigations pending or, to
my knowledge, threatened against or affecting the Borrower by or before any
court or any governmental authority, body or agency or any arbitration board
which are reasonably likely to materially adversely affect the business,
property, assets, financial position or results of operations of the Borrower or
the authority or ability of the Borrower to perform its obligations under the
Agreement or the Notes. Without limiting the foregoing opinion, I would like to
draw your attention to the legal actions described in Annex A.

          3. No authorization, consent, approval or license of, or declaration, filing
or registration with or exemption by, any governmental authority, body or agency
is required in connection with the execution, delivery or performance by the
Borrower of the Agreement or the Notes.

          4. The holders of the Borrower's Members' Subordinated Certificates are not
and will not be entitled to receive any payments with respect to the principal
thereof or interest thereon solely because of withdrawing or being expelled from
membership in the Borrower.

          5. Neither the Borrower nor any Subsidiary is in default in any material
respect under any material agreement or other instrument to which it is a party
or by which it or its property or assets is bound. No event or condition exists
which constitutes, or with the giving of notice or lapse of time or both would
constitute, such a default under any such agreement or other instrument. Neither
the execution and delivery of the Agreement or the Notes, nor the consummation
of any of the transactions therein contemplated, nor compliance with the terms
and provisions thereof, will contravene any material provision of law, statute,
rule or regulation to which the Borrower is subject or any material judgment,
decree, award, franchise, order or permit applicable to the Borrower, or will
conflict or be inconsistent with, or will result in any material breach of, any
of the material terms, covenants, conditions or provisions of, or constitute (or
with the giving of notice or lapse of time, or both, would constitute) a default
under (or condition or event entitling any Person to require, whether by
purchase, redemption, acceleration or otherwise, the Borrower to perform any
obligations prior to the scheduled maturity thereof), or result in the creation
or imposition of any Lien upon any of the property or assets of the Borrower
pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or
other instrument to which it may be subject, or violate any provision of the
certificate of incorporation or by-laws of the Borrower. Without limiting the
generality of the foregoing, the Borrower is not a party to, or otherwise
subject to any provision contained in, any instrument evidencing Indebtedness of
the Borrower, any agreement or indenture relating thereto or any other contract
or agreement (including its certificate of incorporation and by-laws), which
would be violated by the incurring of the Indebtedness to be evidenced by the
Notes.

          6. The Borrower has complied fully with all of the material provisions of
each Indenture. No Event of Default (within the meaning of such term as defined
in either Indenture) and no event, act or condition (except for 

Ex.F-2



possible
non-compliance by the Borrower with any immaterial provisions of such Indenture
which in itself is not such an Event of Default under such Indenture) which with
notice or lapse of time, or both, would constitute such an Event of Default has
occurred and is continuing under such Indenture. The borrowings by the Borrower
contemplated by the Agreement will not cause such an Event of Default under, or
the violation of any covenant contained in, either Indenture.

          7. Set forth on Annex B attached hereto is a true, correct and complete list
of all of the Borrower's Subsidiaries and Joint Ventures, including Special
Purpose Subsidiaries, the jurisdiction of incorporation or organization of each
such Subsidiary and Joint Venture and the nature and percentage of the
Borrower's ownership of each such Subsidiary and Joint Venture.

          8. The Borrower has received a ruling from the Internal Revenue Service to
the effect that it is exempt from payment of Federal income tax under Section
501(c)(4) of the Internal Revenue Code of 1986, and nothing has come to my
attention that leads me to believe that the Borrower is not so exempt.

Although the parties have agreed that the Agreement and Notes shall be
governed by and construed in accordance with the laws of the State of New York,
if a court were to hold that the Agreement and Notes are to be governed and
construed in accordance with the laws of the District of Columbia, the Agreement
and Notes would, under the laws of the District of Columbia, be legal, valid and
binding obligations of the Borrower enforceable against the Borrower in
accordance with their respective terms, subject as to enforceability only to
those qualifications referenced in Paragraph 1 above.




Ex.F-3




Annex A




On June 1, 2004, Rural Telephone Finance Cooperative ("RTFC")
filed a lawsuit in the United States District Court for the Eastern District of
Virginia, later transferred to the District Court for the District of the Virgin
Islands, against Innovative Communications Corporation ("ICC") for failure to
comply with the terms of its loan agreement with RTFC, under which RTFC is
demanding the full repayment of ICC's total outstanding debt, including all
principal, interest and fees and otherwise seeking to recover its claims against
ICC and its affiliates. ICC has denied liability and asserted counterclaims and
affirmative defenses against RTFC in the lawsuits brought by RTFC to enforce its
claims against ICC and other parties liable to RTFC. Additionally, ICC has
initiated lawsuits in the District Court for the District of the Virgin Islands,
seeking relief against RTFC, including in one case, against certain of its
officers, alleging wrongful acts and seeking relief from RTFC's claims for
payment of outstanding loans, as well as contribution for payment of certain
judgments entered against ICC related entities in favor of certain shareholders
of ICC's former parent company ("Greenlight"). ICC has recently amended the suit
for contribution to add CFC as a named defendant as well.



In connection with the ICC/RTFC litigation, Virgin Islands
Telephone Corporation ("Vitelco") filed an additional lawsuit in the Virgin
Islands, seeking injunctive relief against RTFC and Greenlight from effecting a
change of control over Vitelco, through involuntary bankruptcy filings against
Vitelco's parent companies and Jeffrey Prosser. RTFC opposed the relief and the
Virgin Islands court denied Vitelco's request for a temporary restraining order.
Vitelco has since amended its complaint to add CFC as a named defendant,
additionally seeking declaratory relief that the Intercreditor Agreement between
RTFC and Greenlight is unenforceable, and an unspecified amount of actual and
punitive damages against RTFC and CFC for alleged claims of intentional injury
and civil conspiracy.



VarTec Telecom, Inc. ("VarTec") filed voluntary petitions
under Chapter 11 of the United States Bankruptcy Code on November 1, 2004. RTFC
is the Senior Secured Creditor and this case is still pending. On June 10, 2005,
the Official Committee of Unsecured Creditors (the "UCC") initiated an adversary
proceeding in the United States Bankruptcy Court for the Northern District of
Texas, Dallas Division. The adversary proceeding asserts the following claims:
(i) that RTFC may have engaged in wrongful activities prior to the filing of the
bankruptcy proceeding (e.g., RTFC had "control" over VarTec's affairs, RTFC
exerted "financial leverage" over VarTec and is liable for VarTec's "deepening
insolvency"); (ii) that RTFC's claims against VarTec should be equitably
subordinated to the claims of other creditors because of the alleged wrongful
activities; and (iii) that certain payments made by VarTec to RTFC and certain
liens granted to RTFC are avoidable as preferences or fraudulent transfers or
should otherwise be avoided and re-distributed for the benefit of VarTec's
bankruptcy estates. The adversary proceeding identifies payments made by 

Ex.F-4



 

VarTec
to RTFC of approximately $141 million, but does not specify damages sought. On
December 16, 2005, the Court issued an order dismissing the "deepening
insolvency" claim against RTFC. Trial, if necessary, on the merits of the
remaining claims is currently scheduled for August 2006. The trial date is
subject to change.



Each of the above cases, including related proceedings and
counterclaims, has been previously disclosed in greater detail in the Borrower's
public filings with the Securities and Exchange Commission. Nothing herein
constitutes an admission that the foregoing are reasonably likely to materially
adversely affect the business, property, assets, financial position or results
of the Borrower or the authority or ability of the Borrower to perform its
obligations under the Agreement or the Notes.

Ex.F-5





Annex B


1. List of Subsidiaries and Joint Ventures of Borrower:

          None.

2. List of Special Purpose Subsidiaries of Borrower:

a. VT Collateral Holdings, LLC, organized in the State of
				Delaware. Borrower owns 100% of the membership interests.

				b. Denton Realty Holdings, LLC, organized in the State of
				Delaware. Borrower owns 100% of the membership interests.

				c. Denton Realty Investors, LLC, organized in the State of
				Delaware. Borrower owns 100% of the membership interests.

				d. Denton Realty Partners, LP, organized in the State of
				Delaware. Denton Realty Holdings, LLC is the general partner and
				owns 0.5% of the partnership interests, and Denton Realty
				Investors, LLC is the limited partner and owns 99.5% of the
				partnership interests.

				e. Beechwood Real Estate Properties, LLC, organized in the
				State of Delaware. Borrower owns 100% of the membership
				interests.

				f. Beechwood Real Estate Holdings, LLC, organized in the
				State of Delaware. Borrower owns 100% of the membership
				interests.

				g. Beechwood Real Estate, LP, organized in the State of
				Delaware. Beechwood Real Estate Properties, LLC is the general
				partner and owns 0.5% of the partnership interests, and
				Beechwood Real Estate Holdings, LLC is the limited partner and
				owns 99.5% of the partnership interests.

				h. CRH Golf GP, LLC, organized in the State of Texas.
				Beechwood Real Estate, LP owns 100% of the membership interests.

				i. CRH Hospitality GP, LLC, organized in the State of Texas.
				Beechwood Real Estate, LP owns 100% of the membership interests.

				j. CRH Golf, L.P., organized in the State of Texas. CRH Golf
				GP, LLC is the general partner and owns 1% of the partnership
				interests, and Beechwood Real Estate, LP is the limited partner
				and owns 99% of the partnership interests.

			
		
	

Ex.F-6



 

k. CRH Hospitality, L.P., organized in the State of Texas.
				CRH Hospitality GP, LLC, is the general partner and owns 1% of
				the partnership interests, and Beechwood Real Estate, LP is the
				limited partner and owns 99% of the partnership interests.

			
		
	

Ex.F-7




EXHIBIT G


OPINION OF

DAVIS POLK & WARDWELL,

SPECIAL COUNSEL FOR THE ADMINISTRATIVE AGENT


[Date]

To the Banks and the Administrative Agent

Referred to Below

c/o JPMorgan Chase Bank, N.A., as Administrative Agent

270 Park Avenue,

New York, New York 10017



Dear Sirs:



          We have participated in the preparation of the 364-Day Revolving Credit
Agreement dated as of March 22, 2006 (the "Credit Agreement") among the
National Rural Utilities Cooperative Finance Corporation, a not-for-profit
cooperative association incorporated under the laws of the District of Columbia
(the "Borrower"), the Banks listed on the signature pages thereof, ABN
AMRO Bank N.V., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and The
Royal Bank of Scotland plc, as Co-Documentation Agents, The Bank of Nova Scotia,
as Syndication Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent
(the "Agent"), and have acted as special counsel for the Administrative
Agent for the purpose of rendering this opinion pursuant to Section 3.01(d) of
the Credit Agreement. Terms defined in the Credit Agreement are used herein as
therein defined.

          We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as we have deemed necessary or advisable for purposes of this
opinion.

          Upon the basis of the foregoing, we are of the opinion that the Credit
Agreement constitutes a valid and binding agreement of the Borrower and the
Notes issued today constitute valid and binding obligations of the Borrower, in
each case enforceable in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and by general principles of equity.

          In rendering the foregoing opinion, we have assumed that (i) the Borrower is
duly incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and (ii) the execution, delivery and
performance by the Borrower of the Credit Agreement and the Notes issued by the
Borrower are within the Borrower's corporate powers, have been duly authorized
by all 

Ex.G-1



necessary corporate action, require no action by or in respect of, or
filing with, any governmental body, agency or official and do not contravene or
constitute a default under, any provision of applicable law or regulation or of
the Borrower's certificate of incorporation or by-laws or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the
Borrower or result in the creation or imposition of any lien on the assets of
the Borrower or any Subsidiary of the Borrower.

          We are members of the Bar of the State of New York and the foregoing opinion
is limited to the laws of the State of New York and the federal laws of the
United States of America. In giving the foregoing opinion, we express no opinion
as to the effect (if any) of any law of any jurisdiction (except the State of
New York) in which any Bank is located which limits the rate of interest that
such Bank may charge or collect.

          This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied upon
by any other Person without our prior written consent.




	Very truly yours,
	 






Ex.G-2




EXHIBIT H


ASSIGNMENT AND ASSUMPTION AGREEMENT




AGREEMENT dated as of ___________, 200__ among [ASSIGNOR] (the "Assignor"),
[ASSIGNEE] (the "Assignee"), NATIONAL RURAL UTILITIES COOPERATIVE FINANCE
CORPORATION (the "Borrower") and JPMORGAN CHASE BANK, N.A., as
Administrative Agent (the "Agent").

W I T N E S S E T H



WHEREAS, this Assignment and Assumption Agreement (the "Agreement")
relates to the 364-Day Revolving Credit Agreement dated as of March 22, 2006
(the "Credit Agreement") among the Borrower, the Banks listed on the
signature pages thereof, ABN AMRO Bank N.V., The Bank of Tokyo-Mitsubishi UFJ,
Ltd., New York Branch and The Royal Bank of Scotland plc, as Co-Documentation
Agents, The Bank of Nova Scotia, as Syndication Agent, and JPMorgan Chase Bank,
N.A., as Administrative Agent (the "Agent");

WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Loans to the Borrower in an aggregate principal amount at any
time outstanding not to exceed $__________;

WHEREAS, Committed Loans made to the Borrower by the Assignor under the
Credit Agreement in the aggregate principal amount of $__________ are
outstanding at the date hereof; and

WHEREAS, the Assignor proposes to assign to the Assignee all of the rights of
the Assignor under the Credit Agreement in respect of a portion of its
Commitment thereunder in an amount equal to $__________ (the "Assigned Amount"),
together with a corresponding portion of its outstanding Committed Loans, and
the Assignee proposes to accept assignment of such rights and assume the
corresponding obligations from the Assignor on such terms;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:

SECTION 1. Definitions. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Credit Agreement.

SECTION 2. Assignment. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the
Credit Agreement to the extent of the Assigned Amount, including the purchase
from the Assignor of the corresponding portion of the principal amount of the
Committed Loans made by the Assignor outstanding at the date hereof. Upon the
execution and delivery hereof by the Assignor, the Assignee, the Borrower and
the Administrative Agent and the payment of the amounts specified in Section 3


Ex.H-1



required to be paid on the date hereof (i) the Assignee shall, as of the date
hereof, succeed to the rights and be obligated to perform the obligations of a
Bank under the Credit Agreement with a Commitment in an amount equal to the
Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date
hereof, be reduced by a like amount and the Assignor released from its
obligations under the Credit Agreement to the extent such obligations have been
assumed by the Assignee. The assignment provided for herein shall be without
recourse to the Assignor.

          SECTION 3. Payments. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them. It is
understood that commitment and/or facility fees accrued to the date hereof are
for the account of the Assignor and such fees accruing from and including the
date hereof are for the account of the Assignee. Each of the Assignor and the
Assignee hereby agrees that if it receives any amount under the Credit Agreement
which is for the account of the other party hereto, it shall receive the same
for the account of such other party to the extent of such other party's interest
therein and shall promptly pay the same to such other party.

          SECTION 4. Consent of the Borrower and the Administrative Agent. This
Agreement is conditioned upon the consent of the Borrower and the Administrative
Agent pursuant to Section 9.06(c) of the Credit Agreement. The execution of this
Agreement by the Borrower and the Administrative Agent is evidence of this
consent. Pursuant to Section 9.06(c) of the Credit Agreement, if requested by
the Assignee, the Borrower agrees to execute and deliver a Note payable to the
order of the Assignee to evidence the assignment and assumption provided for
herein.

          SECTION 5. Non-Reliance on Assignor. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of the
Borrower, or the validity and enforceability of the obligations of the Borrower
in respect of the Credit Agreement or any Note. The Assignee acknowledges that
it has, independently and without reliance on the Assignor, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and will continue to be
responsible for making its own independent appraisal of the business, affairs
and financial condition of the Borrower.

          SECTION 6. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

          SECTION 7. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

Ex.H-2



 

          IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered by their duly authorized officers as of the date first above written.




	
		[ASSIGNOR]

		
	By:	 
	
		          Name: 

		
	
		          Title: 

		










	
		[ASSIGNEE]

		
	By:	 
	
		          Name: 

		
	
		          Title: 

		










	
		NATIONAL RURAL UTILITIES           COOPERATIVE FINANCE           CORPORATION

		
	By:	 
	
		          Name: 

		
	
		          Title: 

		










	
		JPMORGAN CHASE BANK, N.A., as           Administrative Agent

		
	By:	 
	
		          Name: 

		
	
		          Title: 

		






Ex.H-3