REVOLVING FIVE YEAR CREDIT AGREE



REVOLVING FIVE YEAR 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,



and



JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

___________________




THE BANK OF NOVA SCOTIA

as Syndication Agent

___________________




J.P. MORGAN SECURITIES INC.



and



THE BANK OF NOVA SCOTIA, 

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	 	15
	
				Article 2

	
				The Credits

	
				  
	Section 2.01. 
					 	Commitments to Lend	 	15
	Section 2.02. 
					 	Notice of Committed Borrowings	 	16
	Section 2.03. 
					 	Money Market Borrowings	 	17
	Section 2.04.
				 	 	Notice to Banks; Funding of Loans	 	21
	Section 2.05.
				 	 	Notes	 	22
	Section 2.06.
				 	 	Maturity of Loans	 	23
	Section 2.07.
				 	 	Interest Rates	 	23
	Section 2.08.
				 	 	Method of Electing Interest Rates	 	25
	Section 2.09.
				 	 	Fees	 	26
	Section 2.10.
				 	 	Optional Termination or Reduction of Commitments	 	27
	Section 2.11. 
				 	 	Mandatory Termination of Commitments	 	27
	Section 2.12.
				 	 	Optional Prepayments	 	27
	Section 2.13.
				 	 	General Provisions as to Payments	 	28
	Section 2.14. 
					 	Funding Losses	 	29
	Section 2.15.
				 	 	Computation of Interest and Fees	 	29
	Section 2.16.
				 	 	Withholding Tax Exemption	 	29
	Section 2.17. 
					 	Increase of Commitments	 	30
	 	 	 	 	 
	Article 3
	Conditions
	 	 	 	 	 
	Section 3.01.
				 	 	Effectiveness	 	31
	Section 3.02.
				 	 	Prior Credit Agreements	 	32
	Section 3.03.
				 	 	Borrowings	 	32
	 	 	 	 	 
	Article 4
	
				Representations and Warranties

	   
				 
	Section 4.01.
				 	 	Corporate Existence, Power and Authority	 	34
	Section 4.02.
				 	 	Financial Statements	 	34
	Section 4.03.
				 	 	Litigation	 	35


	


	 

	

i






					Section 4.04.
				 	 	Governmental Authorizations	36	 



					Section 4.05.
				
	 	Members' Subordinated Certificates	36	 



					Section 4.06.
				 	 	No Violation of Agreements	36	 



					Section 4.07.
				 	 	No Event of Default under the Indentures	36	 



					Section 4.08.
				 	 	Compliance with ERISA	37	 



					Section 4.09.
				 	 	Compliance with Other Laws	37	 



					Section 4.10.
				 	 	Tax Status	37	 



					Section 4.11.
				 	 	Investment Company Act	37	 



					Section 4.12.
				 	 	Public Utility Holding Company Act	37	 



					Section 4.13.
				 	 	Disclosure	38	 



					Section 4.14.
				 	 	Subsidiaries	38	 



					Section 4.15.
				 	 	Environmental Matters	38	 



					 	 	 	 	 



					Article 5



					Covenants
	   



					Section 5.01.
				 	 	Corporate Existence	39	 



					Section 5.02.
				 	 	Disposition of Assets, Merger, Character of
		Business, etc	39	 



					Section 5.03.
				 	 	Financial Information	39	 
	Section 5.04.
				 	 	Default Certificates	42	 
	Section 5.05.
				 	 	Notice of Litigation, Legislative Developments and
		Defaults	42	 
	Section 5.06.
				 	 	ERISA	43	 
	Section 5.07.
				 	 	Payment of Charges	43	 
	Section 5.08.
				 	 	Inspection of Books and Assets	43	 
	Section 5.09.
				 	 	Indebtedness	44	 
	Section 5.11.
				 	 	Maintenance of Insurance	45	 
	Section 5.12.
				 	 	Subsidiaries and Joint Ventures	46	 
	Section 5.13.
				 	 	Minimum TIER	46	 
	Section 5.14.
				 	 	Retirement of Patronage Capital	47	 
	Section 5.15.
				 	 	Use of Proceeds	47	 
	 	 	 	47	 



					Article 6



					Defaults



					  
				 



					Section 6.01.
				 	 	Events of Defaults	48	 



					Section 6.02.
				 	 	Notice of Default	50	 



					 	 	 	 	 



					Article 7
	The Administrative Agent
	 	 	 	 	 
	Section 7.01.
				 	 	Appointment and Authorization	50	 
	Section 7.02.
				 	 	Administrative Agent and Affiliates	50	 
	Section 7.03.
				 	 	Action by Administrative Agent	51	 
	Section 7.04.
				 	 	Consultation with Experts	51	 


	

ii




			
			


						Section 7.05.
					 	 	  Liability of Administrative Agent	51	 



						Section 7.06.
					
	 	  Indemnification	51	 



						Section 7.07.	 	  Credit Decision	51	 



						Section 7.08.
					
	 	  Successor Administrative Agent	52	 



						Section 7.09.
					
	 	  Co-Documentation Agents and Syndication Agent Not
		Liable	52	 



						 	 	 	 	 



						Article 8



						Change in Circumstances



						 	 	 	 	 



						Section 8.01.
					 	 	Basis for Determining Interest Rate Inadequate or
		Unfair	52	 



						Section 8.02.
					
	 	Illegality	53	 



						Section 8.03.
					
	 	Increased Cost and Reduced Return	54	 



						Section 8.04.
					
	 	Base Rate Loans Substituted for Affected Euro-Dollar
		Loans	55	 



						 	 	 	 	 



						Article 9



						Miscellaneous
	 



						Section 9.01.
					 	 	  Notices	56	 



						Section 9.02.
					
	 	  No Waivers	57	 



						Section 9.03.
					
	 	  Expenses; Documentary Taxes;
					Indemnification	57	 
	Section 9.04.
					
	 	  Sharing of Set-offs	57	 
	Section 9.05. 
					
	 	  Amendments and Waivers	58	 
	Section 9.06.
					
	 	  Successors and Assigns
					 	58	 
	Section 9.07.
					
	 	  Collateral
					 	60	 
	Section 9.08.
					
	 	  Governing Law	60	 
	Section 9.09.
					
	 	  Counterparts; Integration	61	 
	Section 9.10.
					
	 	  Several Obligations	61	 
	Section 9.11.	 	  Severability	61	 
	Section 9.12.
					
	 	  Confidentiality	61	 
	Section 9.13.
					
	 	  WAIVER OF JURY TRIAL	62	 
	Section 9.14.
					
	 	  USA Patriot Act	62	 


			

			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          -      Extension Agreement

Exhibit I           -      Assignment and Assumption Agreement




iv



REVOLVING FIVE YEAR CREDIT AGREEMENT


          REVOLVING FIVE YEAR 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  

1



Administrative Agent and submitted to the Administrative Agent (with a copy
to the Borrower) duly completed by such Bank.

           "Agreement"
means this Revolving Five Year 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  

2



obligation of a Bank to extend credit up to such amount to the Borrower
hereunder.

           "Committed
Borrowing" means a Borrowing under Section 2.01.

           "Committed
Loan" means a loan made by a Bank pursuant to Section 2.01(a); 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 22, 2011 or such later date to which the then
existing Commitment Termination Date shall have been extended pursuant to
Section 2.01(b), or, if either 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  

3



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.

           "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.

4



           "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.

           "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 JPMorgan Chase Bank,
N.A. and The Bank of Nova Scotia.

           "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.  

5



           "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 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;

6



           (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.

           "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 Commitment Termination Date  

7



shall, with respect to such Euro-Dollar Loan, end on such Commitment
Termination 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 Commitment Termination Date shall, with respect to such Base Rate
Loan, end on such Commitment Termination 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, 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
 

8



           (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).

           "Maturity
Date" means (i) with respect to any Committed Loan, the Commitment
Termination Date or, if earlier in the case of any Committed Loan of a
Non-Extending Bank, the date on which such Non-Extending Bank's Commitment
terminates pursuant to Section 2.11 and (ii) 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  

9



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 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  

10



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.

          "Non-Extending Bank" has the meaning set forth in Section
2.01(b).  

           "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
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.

11



           "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.

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

12



           "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.

           "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.

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

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

13



           "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.

           "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.  

           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 

14



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 "Committed
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)Committed 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 Committed
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)
Extension of Commitments. The Commitment
Termination Date may be extended from time to time but on not more than two
occasions and otherwise in the manner and subject to the conditions set forth in
this subsection (b), in each case for a period of up to one year from the date
on which the Commitments would otherwise have terminated in full, if the Banks
having at least 51% of the Commitments shall have notified the Administrative
Agent of their agreement so to extend. If the Borrower wishes to request an
extension of the Commitment Termination Date, it shall give written notice to
that effect not less than 60 nor more than 90 days prior to any anniversary of
the Effective Date 

15



(the "Applicable Anniversary Date") to the
Administrative Agent whereupon the Administrative Agent shall promptly notify
each of the Banks of such request and send a copy of the Extension Agreement
referred to below to each Bank. Each Bank will use commercially reasonable
efforts to respond to such request, whether affirmatively or negatively, as it
may elect in its discretion, within 30 days of such notice by the Administrative
Agent; provided that any Bank which fails to respond to such request
within 30 days of such notice shall be deemed to have responded negatively. If
less than all Banks respond affirmatively to such request within 30 days, then
the Borrower may request each Bank that does not elect to extend the Commitment
Termination Date (a "Non-Extending Bank") to assign its Commitment (and
any outstanding Loans of such Bank related thereto), no later than 15 days prior
to the Applicable Anniversary Date then in effect, to one or more Assignees
pursuant to Section 9.06(c), which Assignees will agree to extend the Commitment
Termination Date, provided that each such Non-Extending Bank shall
continue to be entitled to the rights under Section 9.03 for any period prior to
the effectiveness of such assignment. If the Banks having at least 51% of the
Commitments (including such Assignees and excluding their respective transferor
Banks) respond affirmatively, then, subject to (i) receipt by the Administrative
Agent of counterparts of an Extension Agreement in substantially the form of
Exhibit H hereto duly completed and signed by all the parties thereto, (ii) the
fact that all fees, expenses and other amounts due in connection with such
extensions or under this Agreement shall have been paid in full by the Borrower
prior to giving effect to such extensions, (iii) the fact that no Default shall
have occurred and be continuing, immediately prior to and after giving effect to
such extension and (iv) the fact that the representations and warranties of the
Borrower shall be true on and as of the effective date of such extension, the
Commitment Termination Date shall, effective on the Applicable Anniversary Date,
be extended for one year; provided that the Extension Agreement shall be
executed and delivered no earlier than 20 days prior to the Commitment
Termination Date then in effect, and no extension of the Commitments pursuant to
this subsection (b) shall be legally binding on any party hereto, unless and
until such Extension Agreement is so executed and delivered. Any request by
the Borrower of an extension of the Commitment Termination Date pursuant to this
subsection (b) shall be deemed to be a representation and warranty by the
Borrower as of the effective date of such extension of the facts specified in
clauses (ii), (iii) and (iv) of the immediately preceding sentence.

           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 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:

16



           (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,

	


17





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

		(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.

18



(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 (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).

			
		
	

19



           (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 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.

	

20



           (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.

           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  

21



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 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.

22



           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 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  

23



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 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

24



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;

		(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:

25



(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 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 

26



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 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 Commitment Termination Date shall be payable
on demand.  

           (c) 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; provided that the Commitment of any
Non-Extending Bank shall terminate on the Commitment Termination Date in effect
immediately prior to giving effect to the extension of such date pursuant to
Section 2.01(b).

           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  

27



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 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

28



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 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  

29



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 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



30



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 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;

31



           (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.  

           (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) 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 

32



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.

           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.

33



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 operations of the Borrower and its Consolidated Subsidiaries for said
fiscal year. The Borrower has no material liabilities (contingent or otherwise)
of the type  

34



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.

35



           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  

36



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
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

37



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, 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.

38



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, 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. 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.

           (a)
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  

	

39



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,
		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 
				

			
		
	

40



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
				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,  

	


41




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 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

42


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 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.

43


           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 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  

44


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 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))  

45


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 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  

46


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
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.

47


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

48


           (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

49


           (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.

50


           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 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  

51


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.

           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  

52


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
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  

53


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 (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  

	
54



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, 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 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  

55


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.

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.

56


           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,
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  

57


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 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 

58


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 Assignee shall assume such rights and
obligations, pursuant to an Assignment and Assumption Agreement in substantially
the form of Exhibit I 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 

59


such assignment (other
than an assignment made in response to a request from the Borrower pursuant to
Section 2.01(b)), 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.

           (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

60


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 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

61


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]


62





           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:	
		0.135%
	
		0.150%
	
		0.190%
	
		0.230%
	
		0.320%
	
		0.400%
	
		0.600%

	Facility Fee Rate: 	
		0.040%
	
		0.050%
	
		0.060%
	
		0.070%
	
		0.080%
	
		0.100%
	
		0.150%





          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.
 

3



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

           "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

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.

		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.

		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 Five Year
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 Five Year 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 Five Year
Credit Agreement.

          This note is one of the Notes referred to in the Revolving Five Year 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 Five Year Credit Agreement"). Terms defined in the Revolving
Five Year Credit Agreement are used herein with the same meanings. Reference is
made to the Revolving Five Year Credit Agreement for provisions for the
prepayment hereof and the acceleration of the maturity hereof.

Ex.A-1


 




	 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

		
		
	By:	 
	
		Name:  

		
	
		Title:  

		








Ex.A-2



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-3











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:            Revolving Five Year Credit Agreement (the "Revolving Five Year
		

		                  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
Five Year 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 Five Year 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 provisions of
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 Revolving Five Year 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
Revolving Five Year 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 Revolving Five Year 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 possible



Ex.F-2


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 Revolving Five Year
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  

Ex.G-1



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 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


EXTENSION AGREEMENT


[Date]




National Rural Utilities

Cooperative Finance Corporation

2201 Cooperative Way

Herndon, VA 20171



JPMorgan Chase Bank, N.A.,

   as Administrative Agent

   under the Credit Agreement

   referred to below

1111 Fannin St., 10th Floor

Houston, Texas 77002



Gentlemen:




          Effective as of [effective date], the undersigned hereby agree to
extend the Commitment Termination Date as now in effect under the Revolving Five
Year Credit Agreement dated as of March 22, 2006 as amended and supplemented
from time to time (the "Credit Agreement"), among National Rural
Utilities Cooperative Finance Corporation, the Banks listed therein, 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, to
[Date]. Terms defined in the Credit Agreement are used herein as therein
defined.

          This Extension Agreement shall be construed in accordance with and
governed by the law of the State of New York.




	
		[NAME OF BANK]

		
		
	By:	 
	
		           Name:
		
		

		
	
		           Title:
		
		

		










	
		[NAME OF BANK]

		
		
	By:	 
	
		           Name:
		
		

		
	
		           Title:
		
		

		







Ex.H-1





	
		JPMORGAN CHASE BANK, N.A.,

          
			as Administrative Agent

		
	By:	 
	
		           Name:
		 

		
	
		           Title:
		 

		










	
		Agreed and accepted:

		NATIONAL RURAL UTILITIES

           COOPERATIVE FINANCE

           CORPORATION

		
	By:	 
	
		           Name:
		 

		
	
		           Title:
		 

		






Ex.H-2





EXHIBIT I


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 Revolving Five Year Credit Agreement dated as of March 22, 2006
(the "Credit Agreement") among the Borrower, the Assignor and the other
Banks party thereto, as Banks, 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



Ex.I-1


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
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.

Ex.I-2


           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.I-3



          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.I-4