ex10_1.htm


    EXHIBIT
10.1

    


    


    
 

    
 

    
 

    


    


    


    


    


    


    


    


    


    


    FALL
MATURITY CREDIT AGREEMENT

    


    Dated as
of March 26, 2009

    


    Among

    


    TENNESSEE
VALLEY AUTHORITY,

    as the
Borrower

    


    


    BANK OF
AMERICA, N.A.,

    as
Administrative Agent

    


    


    BANK OF
AMERICA, N.A.,

    as a
Lender

    


    and

    


    THE OTHER
LENDERS PARTY HERETO

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    


      
        
          
            
              	
                      Table
      of Contents

                    
	 
      	 
      
	
                      ARTICLE
      I  DEFINITIONS AND ACCOUNTING TERMS

                    	
                      1

                    
	
                      1.01               Defined
      Terms

                    	
                      1

                    
	
                      1.02               Other
      Interpretive Provisions

                    	
                      15

                    
	
                      1.03               Accounting
      Terms

                    	
                      15

                    
	
                      1.04               Times
      of Day

                    	
                      16

                    
	
                      1.05               Letter
      of Credit Amounts

                    	
                      16

                    
	
                      ARTICLE
      II  THE COMMITMENTS AND LOANS

                    	
                      16

                    
	
                      2.01               Loans

                    	
                      16

                    
	
                      2.02               Borrowings,
      Conversions and Continuations of Loans

                    	
                      17

                    
	
                      2.03               Letter
      of Credit

                    	
                      18

                    
	
                      2.04               Prepayments

                    	
                      26

                    
	
                      2.05               Termination
      or Reduction of Aggregate Commitments; Availability

                    	
                      26

                    
	
                      2.06               Repayment
      of Loans

                    	
                      27

                    
	
                      2.07               Interest

                    	
                      27

                    
	
                      2.08               Commitment
      Fee

                    	
                      28

                    
	
                      2.09               Computation
      of Interest and Fees

                    	
                      28

                    
	
                      2.10               Evidence
      of Debt

                    	
                      28

                    
	
                      2.11               Payments
      Generally; Administrative Agent’s Clawback

                    	
                      29

                    
	
                      2.12               Sharing
      of Payments by Lenders

                    	
                      30

                    
	
                      ARTICLE
      III  TAXES, YIELD PROTECTION AND ILLEGALITY

                    	
                      31

                    
	
                      3.01               Taxes

                    	
                      31

                    
	
                      3.02               Illegality

                    	
                      33

                    
	
                      3.03               Inability
      to Determine Rates

                    	
                      34

                    
	
                      3.04               Increased
      Costs

                    	
                      34

                    
	
                      3.05               Compensation
      for Losses

                    	
                      35

                    
	
                      3.06               Mitigation
      Obligations; Replacement of Lenders

                    	
                      36

                    
	
                      3.07               Survival

                    	
                      36

                    
	
                      ARTICLE
      IV  CONDITIONS PRECENDENT TO LOANS

                    	
                      36

                    
	
                      4.01               Conditions
      to Closing

                    	
                      36

                    
	
                      4.02               Conditions
      to all Credit Extensions

                    	
                      37

                    
	
                      ARTICLE
      V  REPRESENTATIONS AND WARRANTIES

                    	
                      38

                    
	
                      5.01               Existence,
      Qualification and Power

                    	
                      38

                    
	
                      5.02               Authorization;
      No Contravention

                    	
                      38

                    
	
                      5.03               Governmental
      Authorization; Other Consents

                    	
                      38

                    
	
                      5.04               Binding
      Effect

                    	
                      39

                    
	
                      5.05               Financial
      Statements; No Material Adverse Effect

                    	
                      39

                    
	
                      5.06               Litigation

                    	
                      39

                    
	
                      5.07               No
      Default

                    	
                      39

                    
	
                      5.08               Ownership
      of Property; Liens

                    	
                      40

                    
	
                      5.09               Environmental
      Compliance

                    	
                      40

                    
	
                      5.10               Payment
      of Governmental Charges

                    	
                      40

                    
	
                      5.11               ERISA
      Compliance

                    	
                      40

                    
	
                      5.12               Margin
      Regulations; Investment Company Act; Public Utility Holding Company
      Act

                    	
                      41

                    
	
                      5.13               Disclosure

                    	
                      41

                    
	
                      5.14               Compliance
      with Laws

                    	
                      42

                    
	
                      ARTICLE
      VI  AFFIRMATIVE COVENANTS

                    	
                      42

                    
	
                      6.01               Financial
      Statements

                    	
                      42

                    
	
                      6.02               Certificates;
      Other Information

                    	
                      42

                    
	
                      6.03               Notices

                    	
                      43

                    
	
                      6.04               Payment
      of Obligations

                    	
                      44

                    


            

          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      




      
        
          
            
              	
                      6.05               Preservation
      of Existence, Etc.

                    	
                      44

                    
	
                      6.06               Maintenance
      of Properties

                    	
                      44

                    
	
                      6.07               Maintenance
      of Insurance

                    	
                      44

                    
	
                      6.08               Compliance
      with Laws

                    	
                      45

                    
	
                      6.09               Books
      and Records

                    	
                      45

                    
	
                      6.10               Inspection
      Rights

                    	
                      45

                    
	
                      6.11               Use
      of Proceeds

                    	
                      45

                    
	
                      ARTICLE
      VII  NEGATIVE COVENANTS

                    	
                      46

                    
	
                      7.01               Liens

                    	
                      46

                    
	
                      7.02               Indebtedness

                    	
                      46

                    
	
                      7.03               Fundamental
      Changes; Subsidiaries

                    	
                      46

                    
	
                      7.04               Change
      in Nature of Business

                    	
                      46

                    
	
                      7.05               Use
      of Proceeds

                    	
                      46

                    
	
                      ARTICLES
      VIII  EVENTS OF DEFAULT AND REMEDIES

                    	
                      47

                    
	
                      8.01               Events
      of Default

                    	
                      47

                    
	
                      8.02               Remedies
      Upon Event of Default

                    	
                      49

                    
	
                      8.03               Application
      of Funds

                    	
                      49

                    
	
                      ARTICLE
      IX  ADMINISTRATIVE AGENT

                    	
                      50

                    
	
                      9.01               Appointment
      and Authority

                    	
                      50

                    
	
                      9.02               Rights
      and Obligations as a Lender

                    	
                      50

                    
	
                      9.03               Exculpatory
      Provisions

                    	
                      51

                    
	
                      9.04               Reliance
      by Administrative Agent

                    	
                      52

                    
	
                      9.05               Delegation
      of Duties

                    	
                      52

                    
	
                      9.06               Resignation
      of Administrative Agent

                    	
                      52

                    
	
                      9.07               Non-Reliance
      on Administrative Agent and Other Lenders

                    	
                      53

                    
	
                      9.08               No
      Other Duties; Etc.

                    	
                      53

                    
	
                      9.09               Administrative
      Agent May File Proofs of Claim

                    	
                      53

                    
	
                      ARTICLES
      X  MISCELLANEOUS

                    	
                      54

                    
	
                      10.01                      Amendments,
      Etc.

                    	
                      54

                    
	
                      10.02                      Notices
      and Other Communications; Facsimile Copies

                    	
                      55

                    
	
                      10.03                      No
      Waiver, Cumulative Remedies

                    	
                      57

                    
	
                      10.04                      Expenses;
      Indemnity; and Damage Waiver

                    	
                      57

                    
	
                      10.05                      Payments
      Set Aside

                    	
                      59

                    
	
                      10.06                      Successors
      and Assigns

                    	
                      59

                    
	
                      10.07                      Treatment
      of Certain Information; Confidentiality

                    	
                      62

                    
	
                      10.08                      
      Set-off

                    	
                      62

                    
	
                      10.09                      Interest
      Rate Limitation

                    	
                      63

                    
	
                      10.10                      Counterparts;
      Integration; Effectiveness

                    	
                      63

                    
	
                      10.11                      Survival
      of Representations and Warranties

                    	
                      63

                    
	
                      10.12                      Severability

                    	
                      63

                    
	
                      10.13                      Replacement
      of Lenders

                    	
                      64

                    
	
                      10.14                      Termination
      of Existing Fall Maturity Credit Facility

                    	
                      64

                    
	
                      10.15                      Governing
      Law; Jurisdiction; Etc.

                    	
                      64

                    
	
                      10.16                      Waiver
      of Right to Trial by Jury

                    	
                      65

                    
	
                      10.17                      USA
      PATRIOT Act Notice

                    	
                      66

                    
	
                      10.18                      Statement
      of Borrower regarding the Bankruptcy Code of the
    UnitedStates

                    	
                      66

                    
	
                      10.19                      No
      Advisory or Fiduciary Responsibility

                    	
                      66

                    
	
                      10.20                      TVA
      Related Provisions

                    	
                      66

                    


            

          

        

      

      



      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      
        
          
            
              
                	
                        EXHIBITS

                      
	 
      	 
      
	
                        2.02           Form
      of Loan Notice

                      	 
      
	
                        2.10           Form
      of Note

                      	 
      
	
                        10.07         Form
      of Assignment and Assumption

                      	 
      
	
                        10.20         Certification
      for Contracts, Grants, Loans, and CooperativeAgreements

                      	 
      


              

            

          

        

      




    
      
        
           

           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    FALL
MATURITY CREDIT AGREEMENT

    


        This FALL
MATURITY CREDIT AGREEMENT is entered into as of March 26, 2009 among TENNESSEE
VALLEY AUTHORITY, a wholly owned corporate agency and 

    instrumentality
of the
United States of
America (the “Borrower”), the
Lenders (defined herein) and BANK OF AMERICA, N.A., as a Lender and as
Administrative Agent.

    


        The Borrower
has requested that the Lenders provide $1.00 billion in credit facilities for
the purposes set forth herein, and the Lenders are willing to do so on the terms
and conditions 

    set forth
herein.

    


        In
consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree as follows:

    


    ARTICLE
I

    


    DEFINITIONS
AND ACCOUNTING TERMS

    


    1.01                      Defined
Terms.

    


        As used in
this Agreement, the following terms shall have the meanings set forth
below:

    


        “Administrative Agent”
means Bank of America in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent.

    


        “Administrative Agent’s
Office” means the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 10.02 or
such other address or account as the 

    Administrative
Agent may from time to
time notify to the Borrower and the Lenders.

    


        “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

    


        “Affiliate” means,
with respect to any Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common
Control 

    with the
Person specified.

    


        “Aggregate
Commitments” means the aggregate of the Commitments of all the
Lenders.  The amount of the Aggregate Commitments in effect on the
Closing Date is ONE BILLION 

    DOLLARS
($1,000,000,000).

    


        “Agreement” means this
Fall Maturity Credit Agreement.

    


        “Annual Financial
Statements” means the balance sheet of the Borrower as of the end of the
fiscal year ended September 30, 2008, and the related statements of income and
cash flows 

    for such
fiscal year.

    


        “Applicable
Percentage” means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments
represented by such 

    Lender’s
Commitment at such
time;  provided that if the commitment of each Lender to make Loans
and the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated 

    pursuant
to Section 8.02
or if the Aggregate Commitments
have expired, then the Applicable Percentage of each Lender shall be determined
based on the Applicable Percentage of such 

    Lender
most recently in effect, giving effect to any subsequent
assignments.  The initial Applicable Percentage of each Lender is
set forth opposite the name of such Lender on 


    
      
        
           

        

         


      

      
        1

        
          

        

      

      
         


      

    


        Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as
applicable.

    


        “Applicable Rate”
means, for any day, the percentages per annum set forth on Schedule 1.01 based
upon the S&P Debt Rating and the Moody’s Debt Rating then in effect. The 

    Applicable
Rate shall be
determined by the
Administrative Agent based on the lower of the S&P Debt Rating and Moody’s
Debt Rating then in effect.  Each change in the Applicable


    Rate
shall be effective on and as
of the date of such change and shall be
applicable to all existing Credit Extensions and to any new Credit Extensions
made on and after the date thereof.

    


        “Approved Fund” means
any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages
a 

    Lender.

    


        “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is
required by 

    Section 10.06(b)),
and
accepted  by
the Administrative Agent, in substantially the form of Exhibit 10.07 or any
other form approved by the Administrative Agent and the Borrower.

    


        “Availability Period”
means the period from and including the Closing Date to the earliest of (a) the
Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant


    to
Section 2.05, and
(c) the
date of
termination of the commitment of each Lender to make Loans and of the obligation
of the L/C Issuer to make L/C Credit Extensions pursuant to 

    Section
8.02.

    


        “Bank of America”
means Bank of America, N.A. and its successors.

    


        “Base Rate” means for
any day a fluctuating rate per annum equal to the highest of (a) the Federal
Funds Rate plus one and one-half of one percent (1.5%), (b) the LIBOR Rate for


    an 
Interest
Period of 30 days plus one and
one-half of one percent (1.5%) and (c) the Prime Rate.

    


        “Base Rate Loan” means
a Loan that bears interest based on the Base Rate.

            


        “Borrower” has the
meaning specified in the introductory paragraph hereto.

    


        “Borrowing” means a
borrowing consisting of simultaneous Loans of the same Type and, in the case of
LIBOR Rate Loans, having the same Interest Period, made by each of the


    Lenders
pursuant to Section 2.01.

    


        “Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state


    where
the
Administrative Agent’s
Office is located and, if such day relates to any LIBOR Rate Loan, means any
such day on which dealings in Dollar deposits are conducted by and 

    between
banks in the LIBOR market.

    


        “Businesses” means, at
any time, a collective reference to the businesses operated by the Borrower at
such time.


    
      
        
           

        

         


      

      
        2

        
          

        

      

      
         


      

    


    


        “Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a)
the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change 

    in
any law,
rule, regulation or treaty
or in the administration, interpretation or application thereof by any
Governmental Authority or (c) the making or issuance of any guideline or
directive 

    by any
Governmental Authority.

    


        “Closing Date” means
the date hereof.

    


        “Commitment” means, as
to each Lender, its obligation to make Loans to the Borrower pursuant to Section 2.01 and
purchase participations in L/C Obligations pursuant to 

    Section 2.03(a)
in an
aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such Lender’s name on Schedule 2.01 or in
the Assignment 

    and
Assumption pursuant
to which such Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement.

    


        “Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which
such Person 

    is a
party or
by which it or any of its
property is bound.

    


        “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise 

    voting
power, by contract or
otherwise.  “Controlling” and
“Controlled”
have meanings correlative thereto.  Without limiting the generality of
the foregoing, a Person shall be deemed 

    to be
Controlled by another Person if such other Person possesses,
directly or indirectly, power to vote five percent (5%) or more of the
securities having ordinary voting power for the 

    election
of directors, managing general partners or the equivalent.

    


        “Credit Extension”
means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.

    


        “Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, 

    rearrangement,
receivership,
insolvency, reorganization, or similar debtor relief Laws of the United States
or other applicable jurisdictions from time to time in effect and affecting the


    rights of
creditors generally.

    


        “Default” means any
event or condition that constitutes an Event of Default or that, with the giving
of any notice, the passage of time, or both, would be an Event of
Default.

    


        “Default Rate” means
(a) with respect to any Loan, the interest rate (including any Applicable Rate
and any applicable Liquidity Premium) otherwise applicable to such Loan plus two


    percent
(2%) per annum, (b) with
respect to the Letter of Credit Fees, a rate equal to the sum of (i) the
Applicable Rate plus (ii) two percent
(2%) per annum, and (c) with respect to any 

    other
Obligation, an interest rate equal to the sum of (i) the
Base Rate plus
(ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) two
percent (2%) per annum, in each 

    case to
the fullest extent permitted by applicable Laws.

    


        “Defaulting Lender”
means any Lender that (a) has failed to fund any portion of the Loans or
participations in L/C Obligations required to be funded by it hereunder within



    
      
        
           

        

         


      

      
        3

        
          

        

      

      
         


      

    


         one Business Day of the date required
to be funded by it hereunder, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be


        paid by
it hereunder
within one (1) Business Day of the date
when due, unless the subject of a good faith dispute, or (c) has been
deemed insolvent or become the subject of a 

        bankruptcy
or insolvency
proceeding.

    


        “Dollar” and “$” mean lawful money
of the United States.

    


        “Eligible Assignee”
means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d)
any other Person (other than a natural person) approved by (i) the
Administrative 

    Agent,
(ii) the L/C Issuer and (iii)
unless an Event of Default has occurred and is continuing, the Borrower (each
such approval not to be unreasonably withheld or delayed); 

    provided that
notwithstanding the foregoing, “Eligible Assignee” shall not
include (i) the Borrower or any of the Borrower’s Affiliates or (ii) without the
consent of the Borrower, any Person 

    that is
primarily in the business of producing or transmitting electricity.

    


        “Environmental Laws”
means to the extent relating to pollution and the protection of the environment
or the release of any materials into the environment, including those related to


    hazardous
substances or wastes, air
emissions and discharges to waste or public sewer systems:  any and
all applicable federal, state, local and foreign statutes, laws, regulations,


    ordinances,
rules or judgments; any and all applicable administrative orders,
decrees, permits, concessions, grants, franchises, licenses or agreements made
with or issued by any 

    governmental
authority; and any and all applicable governmental restrictions.

    


        “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the 

    Borrower
directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any


    Hazardous
Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or 

    other
consensual arrangement pursuant to which liability is assumed
or imposed
with respect to any of the foregoing.

    


        “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

    


        “ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with
the Borrower, is treated as a single employer under Section 414(b) or (c) of the
Internal 

    Revenue
Code or, solely for
purposes of Section 302 of ERISA and Section 412 of the Internal Revenue Code,
is treated as a single employer under Section 414 of the Internal Revenue
Code.

    


        “ERISA Event” means
(a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the
Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063


    of ERISA
during a
plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
cessation of operations that is treated as such a withdrawal under Section


    4062(e)
of ERISA;
(c) a complete or partial withdrawal by the Borrower
or any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d)

     the
filing of a notice of intent
to terminate, the treatment of a Plan amendment as a termination
under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the
PBGC to 

    terminate
a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to


      
        
          
             

          

           


        

        
          4

          
            

          

        

        
           


        

      



        administer,
any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability
under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of 

        ERISA, upon
the Borrower or any
ERISA Affiliate.

    


        “Event of Default” has
the meaning specified in Section
8.01.

    


        “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the L/C Issuer or
any other recipient of any payment to be made by or on account of any obligation


    of the
Borrower
hereunder, (a) taxes
imposed on or measured by its overall net income (however denominated), and
franchise taxes imposed on it (in lieu of net income taxes), by the


    jurisdiction
(or any
political subdivision thereof) under the laws  of
which such recipient is organized or in which its principal office is located
or, in the case of any Lender, in which its 

    applicable
Lending Office is
located, (b) any branch profits taxes imposed by the United States or
any
similar tax imposed by any other jurisdiction in which the Borrower is located
and 

    (c) in
the case of a Foreign Lender
(other than an assignee pursuant to a request by the Borrower under Section 10.13), any
withholding
tax that is imposed on amounts payable to such 

    Foreign
Lender at the time such Foreign
Lender becomes a party hereto (or designates a new Lending Office) or is
attributable to such Foreign Lender’s failure or
inability (other than as 

    a result
of a Change in Law occurring
after such Foreign Lender becomes a party hereto) to comply with Section 3.01(e),
except to the extent that such Foreign Lender (or its assignor, 

    if
any)  was
entitled, at the time of
designation of a new Lending Office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant


    to Section
3.01(a).

    


        “Existing Credit
Agreement” has the meaning specified in Section
10.14.

    


        “Facilities” means, at
any time, a collective reference to the facilities and real properties owned,
leased or operated by the Borrower.

    


        “Federal Funds Rate”
means, for any day, the rate per annum 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
Business Day next succeeding such day; provided that (a) if
such 

    day is
not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding 

    Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the
Federal Funds Rate for such day shall be the average rate (rounded upward, if


    necessary,
to a whole multiple of one-hundredth of one percent (1/100 of 1%)) charged to
Bank of America on such day on such transactions
as determined by the Administrative Agent.

    


        “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is resident for tax purposes (including such a Lender when


    acting in
the capacity of the  L/C
Issuer).  For purposes of this definition, the United States, each
State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.

    


        “FRB” means the Board
of Governors of the Federal Reserve System of the United States.

    


        “Fund” means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of 

    credit in
the ordinary course of its
business.


    
      
        
           

        

         


      

      
        5

        
          

        

      

      
         


      

    


    


        “GAAP” means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American


    Institute
of
Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board, including, without limitation, Financial Accounting


    Standards
Board Statement
No. 71, Accounting for the
Effects of Certain Types of
Regulation, consistently applied and as in effect from time to
time.

    


        “Governmental
Authority” means the government of the United States or any other nation,
or of any political subdivision thereof, whether state or local, and any agency,
authority, 

    instrumentality,
regulatory body,
court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining


    to
government (including any supra-national bodies such as the
European Union or the European Central Bank).

    


        “Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum


    distillates,
asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated 

    pursuant
to any Environmental Law.

    


        “Honor Date” has the
meaning set forth in Section
2.03(c).

    


        “Impacted Lender”
means any Lender as to which (a) the L/C Issuer has a good faith belief that
such Lender has failed to fulfill its obligations under one or more other
syndicated 

    credit
facilities
or (b) any Person that
controls such Lender has been deemed insolvent or has become the subject of a
bankruptcy or any other similar proceeding.

    


        “Indemnified Taxes”
means Taxes other than Excluded Taxes.

    


        “Indemnitees” has the
meaning specified in Section
10.04(b).

    


        “Interest Payment
Date” means (a) as to any LIBOR Rate Loan, the last day of each Interest
Period applicable to such Loan and the Maturity Date; provided, however, that if any


    Interest
Period
for a LIBOR Rate Loan
exceeds one month, the respective dates that fall every month after the
beginning of such Interest Period shall also be Interest Payment Dates; and


    (b) as to
any Base
Rate Loan, the last Business Day of each calendar
month and the Maturity Date.

    


        “Interest Period”
means, as to each LIBOR Rate Loan, the period commencing on the date such LIBOR
Rate Loan is disbursed or converted to or continued as a LIBOR Rate Loan and


    ending on
the date one, two,
three or six months thereafter, as selected by the Borrower in its Loan Notice;
provided
that:

    


    (i)           any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in 

    another
calendar month, in which case such Interest Period shall end on the next
preceding Business Day;

    


    (ii)           any
Interest Period that begins on the last 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 end on the last Business Day of the calendar month at the end of such
Interest Period; and


    
      
        
           

        

         


      

      
        6

        
          

        

      

      
         


      

    


    


    (iii)           no
Interest Period shall extend beyond the Maturity Date.

    


        “Interim Financial
Statements” means the balance sheet of the Borrower as of the end of the
fiscal quarter ended December 31, 2008, and the related statements of income and


    cash
flows for such
fiscal year.

    


        “Internal Revenue
Code” means the Internal Revenue Code of 1986.

    


        “IRS” means the United
States Internal Revenue Service.

    


        “ISP” means, with
respect to any Letter of Credit, the “International Standby Practices 1998”
published by the Institute of International Banking Law & Practice, Inc. (or
such 

    later
version thereof
as may be in effect at the
time of issuance).

    


        “Issuer Documents”
means, with respect to any Letter of Credit, the Letter of Credit Application
and any other document, agreement and instrument entered into by the L/C Issuer


    and the
Borrower
or in favor of  the L/C
Issuer and relating to such Letter of Credit.

    


        “Laws” means,
collectively, all international, foreign, federal, state and local statutes,
treaties, rules, regulations, ordinances, codes and binding administrative or
judicial precedents or 

    authorities,
including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all


    applicable
binding administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental
Authority.

    


        “L/C Advance” means,
with respect to each Lender, such Lender’s funding of its participation in any
L/C Borrowing in accordance with its Applicable Percentage.

    


        “L/C Borrowing” means
an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made or refinanced as a 

    Borrowing
of Loans.

    


        “L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the increase of the amount thereof (including


    any
deemed issuance
of a Letter of Credit
pursuant to Section
2.03(l)).

    


        “L/C Exposure” means
the sum of (a) the Outstanding Amount of all L/C Obligations plus (b) the
Outstanding Amount of all L/C Obligations under the Spring Maturity


    Credit
Agreement (as used
in this clause (b), the
terms “Outstanding Amount” and “L/C Obligations” shall have the meanings
assigned to such terms in the Spring Maturity 

    Credit
Agreement as in effect on the date hereof).

    


        “L/C Issuer” means
Bank of America in its capacity as issuer of Letters of Credit or any successor
issuer of Letters of Credit.

    


        “L/C Obligations”
means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of
all Unreimbursed 

    Amounts,
including all L/C
Borrowings.  For purposes of computing the amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined 

      
        
          
             

          

           


        

        
          7

          
            

          

        

        
           


        

      



        in
accordance with Section
1.05.  For  all purposesof this Agreement, if on any date
of determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder 

        by reason of
the operation of Rule 3.14 of the ISP, such Letter of Credit shall
be deemed to
be “outstanding” in the amount so remaining available to be drawn.

    


        “Lender” means each of
Bank of America and the other Persons identified as a “Lender” on the signature
pages hereto and its successors and assigns and, as the context
requires.

    


        “Lending Office”
means, as to any Lender, the office or offices of such Lender described as such
in such Lender’s Administrative Questionnaire, or such other office or offices
as 

    a Lender
may from
time to time notify
the Borrower and the Administrative Agent.

    


        “Letter of Credit”
means any standby letter of credit issued hereunder.

    


        “Letter of Credit
Application” means an application and agreement for the issuance or
amendment of a letter of credit in the form from time to time in use by the L/C
Issuer.

    


        “Letter of Credit Fee”
has the meaning specified in Section
2.03(i).

    


        “Letter of Credit
Sublimit” means an amount equal to the lesser of (a) the Aggregate
Commitments and (b) $900 million.  The Letter of Credit Sublimit is
part of, and not in addition 

    to, the
Aggregate
Commitments.

    


        “Letter of Credit Transfer
Notice” has the meaning specified in Section
2.03(l)(i).

    


        “LIBOR Base Rate”
means, for any Interest Period with respect to a LIBOR Rate Loan, the rate per
annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as


    published
by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00
a.m.,

    London
time, two Business Days prior to the commencement
of such Interest Period, for Dollar deposits (for delivery on the first day of
such Interest Period) with a term equivalent
to such 

    Interest
Period.  If such rate is not available at such time for any reason,
then the
“LIBOR Rate” for such Interest Period shall be the rate per annum determined by
the Administrative
Agent 

    (and
agreed to by the Borrower) to be the rate at which deposits in Dollars for
delivery on the first day of such
Interest Period in same day funds in the approximate
amount of the LIBOR 

    Rate Loan
being made, continued or converted by Bank of America and with a term equivalent
to such Interest Period would be offered by Bank of America’s
London Branch to major

    banks in
the LIBOR market at their request at approximately 11:00 a.m. (London time) two
Business Days prior to the commencement of such Interest Period.

    


        “LIBOR Rate” means,
for any Interest Period with respect to any LIBOR Rate Loan, a rate per annum
determined by the Administrative Agent to be equal to the quotient obtained by


    dividing
(a) the LIBOR Base Rate for
such LIBOR Rate Loan for such Interest Period by (b) one (1) minus the LIBOR
Reserve Percentage for such LIBOR Rate Loan for such Interest
Period.

    


        “LIBOR Rate Loan”
means a Loan that bears interest at a rate based on the LIBOR Rate.

    


        “LIBOR Reserve
Percentage” means, for any day during any Interest Period, the reserve
percentage (expressed as a decimal, carried out to five (5) decimal places) in
effect on such 

      
        
          
             

          

           


        

        
          8

          
            

          

        

        
           


        

      



        day, whether
or notapplicable to any Lender, under regulations issued from time to time by
the FRB for determining the maximum reserve requirement (including any
emergency, supplemental 

        or
other marginal
reserve requirement) with
respect to
eurocurrency funding (currently referred to as “eurocurrency
liabilities”).  The LIBOR Rate for each outstanding LIBOR Rate Loan
shall 

        be adjusted
automatically
as of the effective date of any change in the
LIBOR Reserve
Percentage.

    


        “Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest 

    or
preferential
arrangement in the
nature of a security interest of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, any easement, right of


    way or
other
encumbrance on title to real property, and any financing
lease having substantially the same economic effect as any of the
foregoing).

    


        “Liquidity Premium”
means, for any day, the following percentages per annum based upon the Notice
Period and the principal amount of any Borrowing, any conversion of Loans


    from one
Type to
the other and any
continuation of LIBOR Rate Loans:

    


    
      
        
          
            	 
      	 	
                    Size
      of Borrowing, Conversion or Continuation

                  	 
	
                     

                    Notice
      Period

                  	 	
                    
                    

                    <
      $500 Million

                  	 	 	
                    > $500 Million but less than $1
      Billion

                  	 	 	
                    > $1 Billion but less than $1.25
      Billion

                  	 
	 
      	 	 	 	 	 	 	 	 	 
	
                    Same
      Day

                  	 	 	0.05	%	 	 	0.05	%	 	 	0.10	%
	
                    One
      Day

                  	 	 	0.05	%	 	 	0.05	%	 	 	0.05	%
	
                    Two
      or More Days

                  	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%


          

        

      

    

    


        The Liquidity
Premium shall apply to each Borrowing, each conversion of Loans from one Type to
the other, and each continuation of LIBOR Rate Loans.  As used herein,
“Notice Period” means the period equal to the number of Business Days notice
that the Borrower provides to the Administrative Agent pursuant to Section 2.02 prior to
the date of the applicable Borrowing, conversion or continuation (any such
notice provided after 1:00 pm on any Business Day shall for purposes hereof be
deemed to have been provided on the immediately succeeding Business
Day).  If the Borrower fails to give a timely notice requesting a
conversion or continuation of an outstanding Loan and such Loan is converted to,
or continued as, a LIBOR Rate Loan with an Interest Period of one month pursuant
to Section
2.02, then, for purposes of the Liquidity Premium, the Borrower shall be
deemed to have given same day notice for such conversion or
continuation.

    


        “Loan” has the meaning
specified in Section
2.01.

    


        “Loan Documents” means
this Agreement, each Note and each Issuer Document.

    


        “Loan Notice” means a
notice of (a) a Borrowing of Loans, (b) a conversion of Loans from one Type to
the other, or (c) a continuation of LIBOR Rate Loans, in each case pursuant to


    Section 2.02(a),
which, if in writing,
shall be substantially in the form of Exhibit 2.02.

    


        “Material Adverse
Effect” means (a) a material adverse change in, or a material adverse
effect upon, the operations, business, properties, liabilities (actual or
contingent) or condition 

    (financial
or otherwise) of the
Borrower; (b) a material impairment of the ability of the Borrower to perform
its obligations under any Loan Document to which it is a party; or (c) a


    material
adverse effect upon the legality, validity, binding effect or
enforceability against the Borrower of any Loan Document.  The parties
agree that a downgrade of the S&P Debt Rating 

    or the
Moody’s Debt Rating shall not itself constitute a Material Adverse
Effect.


    
      
        
        

         


      

      
        9

        
          

        

      

      
         


      

    


     

    


        “Maturity Date” means
November 9, 2009.

    


        “Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto.

    


        “Moody’s Debt Rating”
means, at any time, the rating (if any) assigned to the Borrower’s senior
unsecured long term non-credit enhanced debt by Moody’s.

    


        “Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3)
of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated


    to make
contributions,
or during the
preceding five plan years, has made or been obligated to make
contributions.

    


        “Note” has the meaning
specified in Section
2.10.

    


        “Nuclear Decommissioning
Trust” means the Nuclear Decommissioning Trust established by the
Borrower to fund the future decommissioning of nuclear power facilities operated
by 

    the
Borrower.

    


        “Obligations” means
all advances to, and debts, liabilities, obligations, covenants and duties of,
the Borrower arising under any Loan Document, whether direct or indirect
(including 

    those
acquired
by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including interest and fees that accrue after the commencement by or


    against
the Borrower
of any proceeding under any
Debtor Relief Laws naming the Borrower as the debtor in such proceeding,
regardless of whether such interest and fees are allowed 

    claims in
such proceeding.

    


        “Other Taxes” means
all present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder or


    under
any other
Loan Document or from
the execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document.

    


        “Outstanding Amount”
means (a) with respect to any Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments


    or
repayments
of any Loans
occurring on such date; and (b) with respect to any L/C Obligations on any date,
the amount of such L/C Obligations on such date after giving effect to


    any L/C
Credit
Extension occurring on such date and any other
changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by 

    the
Borrower of Unreimbursed
Amounts.

    


        “Participant” has the
meaning specified in Section
10.06(d).

    


        “PBGC” means the
Pension Benefit Guaranty Corporation or any successor thereto.

    


        “Pension Plan” means
any “employee pension benefit plan” (as such term is defined in Section 3(2) of
ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA


    and is
sponsored
or maintained by the
Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate
contributes or has an obligation to contribute, or in the case of 

    
      
        
           

        

         


      

      
        10

        
          

        

      

      
         


      

    

     

        a multiple employer
or other plan described in Section 4064(a)of ERISA,
has made
contributions at any time during the immediately preceding five plan
years.

    


        “Permitted Liens”
means any of the following:

    


        (a)           Liens
pursuant to any Loan Document;

    


        (b)           
the pledge by the Borrower of Net Power Proceeds (as defined under the Power
Resolution) to secure bonds, notes and other evidences of indebtedness issued


    under
the Power
Resolution;

    


        (c)           Liens
existing on the date hereof and listed on Schedule
7.01;

    


        (d)           Liens
for taxes (other than Liens imposed under ERISA), assessments or governmental
charges or levies not yet due or which are being contested in good faith and


    by
appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained
on the books of the applicable Person in accordance with GAAP;

    


        (e)           Liens
imposed under Law, including statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, material men and suppliers, and Liens imposed


    pursuant
to customary reservations
or retentions of title arising in the ordinary course of business, provided that such
Liens secure only amounts not yet due and
payable or, if 

    due and
payable, are unfiled and no other
action has been taken to enforce the same or are being contested in good faith
by appropriate proceedings for which adequate 

    reserves
determined
in accordance with GAAP have been
established;

    


        (f)           pledges
or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance, Pension Plan, Nuclear Decommissioning


    Trust and
other social security
legislation, other than any Lien imposed by ERISA;

    


        (g)           deposits
to secure the performance of bids, trade contracts and leases (other than
indebtedness), statutory obligations, surety bonds (other than bonds related to


    judgments
or litigation),
performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

    


        (h)           easements,
rights-of-way, restrictions, licenses, permits and other similar encumbrances
affecting real property which, in the aggregate, do not materially interfere


    with
the
ordinary conduct of the
Borrower’s power program;

    


        (i)           Liens
securing judgments for the payment of money (or appeal or other surety bonds
relating to such judgments) not in excess of the Threshold Amount (except to


    the
extent
covered by independent
third-party insurance as to which the insurer has acknowledged in writing its
obligation to cover), unless any such judgment remains 

    undischarged
for a period
of more than thirty
consecutive days during which execution is not effectively stayed;

    


        (j)           Liens
securing Indebtedness incurred to provide funds for the construction,
acquisition, enlargement, improvement, replacement, operation and maintenance of
the 

    Borrower’s
power system;
provided that
(i) such Liens do not at any time encumber any Property other than (A) the
Property financed by such indebtedness, (B) supporting and 

      
        
          
             

          

           


        

        
          11

          
            

          

        

        
           


        

      



        other related
facilities, including
without limitation, facilities that are shared or used in common by multiple
units or facilities and that are necessary for or otherwise used in the


        operation of the
Property being financed and (C) other
Property to the extent such Liens would otherwise be Permitted Liens, (ii) the
indebtedness secured thereby does not

        exceed the
cost or fair
market value, whichever is lower, of the Property
being acquired on the date of acquisition and (iii) such Liens attach to such
Property concurrently 

        with or
within one year after (A) the
later of the completion of such construction or
commencement of full operation of such Property or (B) ninety (90) days from the
acquisition 

        thereof, as
applicable;

    


        (k)         leases,
subleases, licenses or easements involving real or personal property, whether or
not the economic equivalent of a sale, where the Borrower obtains a sublease,


    service
contract or other
arrangements giving the Borrower a right to the output or use of related
Property which is the subject of such lease, sublease, license or easement


    (“Lease Transactions”),
and Liens granted in such
leaseholds, sub leaseholds, licenses or easements in connection with such Lease
Transactions;

    


        (l)          leases
or subleases granted to others not interfering in any material respect with the
business of the Borrower;

    


        (m)       any
interest of title of a lessor under, and Liens arising from UCC financing
statements (or equivalent filings, registrations or agreements in foreign
jurisdictions) 

    relating
to,
leases permitted by this
Agreement;

    


        (n)         Liens
deemed to exist in connection with investments in repurchase
agreements;

    


        (o)         normal
and customary rights of setoff upon deposits of cash in favor of banks or other
depository institutions;

    


        (p)         Liens
of a collection bank arising under Section 4-210 of the Uniform Commercial Code
on items in the course of collection;

    


        (q)         Liens
of sellers of goods to the Borrower arising under Article 2 of the Uniform
Commercial Code or similar provisions of applicable law in the ordinary course
of 

    business,
covering only the goods
sold and securing only the unpaid purchase price for such goods and related
expenses;

    


        (r)       
  Liens existing on Property at the time of the acquisition thereof by
the Borrower, provided that such
Liens are not created in contemplation of such acquisition;

    


        (s)     
   Liens in favor of the L/C Issuer on cash collateral securing
the obligations of a Defaulting Lender or an Impacted Lender to fund risk
participations in Letters of 

    Credit;
and

    


        (t)         any
renewals or extensions of any Liens permitted under (b), (c), (j), or (l) above,
provided that
(i) any renewal or extension is limited to the Property subject to such


    Lien,
(ii) the
amount secured or
benefited thereby is not increased, (iii) the direct or any contingent
obligor with respect to the Lien is not changed and (iv) any renewal or


    extension
of any indebtedness
secured or benefited
thereby is permitted by Section
7.02.


    
      
        
           

        

         


      

      
        12

        
          

        

      

      
         


      

    


    


        “Person” means any
natural person, corporation, limited liability company, trust, jointventure,
association, company, partnership, Governmental Authority or other
entity.

    


        “Plan” means any
“employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
established by the Borrower or, with respect to any such plan that is subject to
Section 

    412 of
the
Internal Revenue Code or Title
IV of ERISA, any ERISA Affiliate.

    


        “Power Resolution”
means the Basic Tennessee Valley Authority Power Bond Resolution, as amended
from time to time.

    


        “Pricing Increase
Condition” means any of the following: (a) the aggregate outstanding
principal amount of Loans plus the aggregate outstanding principal amount of L/C
Borrowings 

    exceeds
an amount equal to 25% of
the Aggregate Commitments or (b) the aggregate outstanding principal amount of
Loans plus the aggregate outstanding principal amount of L/C 

    Borrowings
exceeds $0 on the date of determination and on each of the 59
consecutive calendar days preceding the date of determination.

    


        “Prime Rate” means,
for any day, the rate of interest in effect for such day as publicly announced
from time to time by Bank of America as its “prime rate.”  The “prime
rate” is a rate set 

    by
Bank of
America based upon
various factors including Bank of America’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for


    pricing
some
loans, which may be priced at, above, or below
such announced rate.  Any change in the “prime rate” announced by Bank
of America shall take effect at the opening of 

    business
on the
day specified in the public announcement of such change.

    


        “Property” means any
interest of any kind in any property or asset, whether real, personal or mixed,
or tangible or intangible.

    


        “Register” has the
meaning specified in Section
10.06(c).

    


        “Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents and advisors of such Person and of such


    Person’s
Affiliates.

    


        “Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events
for which the thirty-day notice period has been waived.

    


        “Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or
continuation of Loans, a Loan Notice, and (b) with respect to an L/C Credit
Extension, a Letter of 

    Credit
Application or a Letter of Credit
Transfer Notice, as applicable.

    


        “Required Lenders”
means, at any time, Lenders holding in the aggregate more than 50% of
(a) the unfunded Commitments and the outstanding Loans, L/C Obligations and


    participations
therein
or (b) if the
Commitments have been terminated, the outstanding Loans, L/C Obligations and
participations therein.  The unfunded Commitments of, and the


    outstanding
Loans, L/C Obligations
and participations therein held or deemed
held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.


    
      
        
           

        

         


      

      
        13

        
          

        

      

      
         


      

    


    


        “Responsible Officer”
means the Chief Financial Officer, the Treasurer, the Senior Manager, Finance,
or the Senior Manager, Treasury Management, of the Borrower. Any document


    delivered
hereunder that is signed by
a Responsible Officer shall be conclusively presumed to have been authorized by
all necessary action on the part of the Borrower and such 

    Responsible
Officer shall be conclusively presumed to have acted on behalf
of the Borrower.

    


        “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc. and any successor thereto.

    


        “S&P Debt Rating”
means, at any time, the rating (if any) assigned to the Borrower’s senior
unsecured long term non-credit enhanced debt by S&P.

    


        “SEC” means the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions.

    


        “Spring Maturity Credit
Agreement” means the Spring Maturity Credit Agreement dated as of the
date hereof among the Borrower, the lenders identified therein and Bank of
America, 

    as
Administrative Agent.

    


        “Spring Maturity Letter of
Credit” has the meaning specified in Section
2.03(l)(i).

    


        “Subsidiary” of a
Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of Voting
Stock is at the 

    time
beneficially
owned, directly, or
indirectly through one or more intermediaries, or both, by such
Person.

    


        “Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority (other
than 

    Other
Taxes), including any
interest, additions to tax or penalties applicable thereto.

    


        “Threshold Amount”
means $1 billion.

    


        “Total Revolving
Outstandings” means the aggregate Outstanding Amount of all Loans and all
L/C Obligations.

    


        “TVA Act” means the
Tennessee Valley Authority Act of 1933, as amended.

    


        “Type” means, with
respect to any Loan, its character as a Base Rate Loan or a LIBOR Rate
Loan.

    


        “Unfunded Pension
Liability” means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s
assets, 

    determined
in
accordance with the
assumptions used for funding that Pension Plan pursuant to Section 412 of the
Internal Revenue Code for the applicable plan year.

    


        “United States” and
“U.S.” mean the
United States of America.

    


        “Unreimbursed Amount”
has the meaning specified in Section
2.03(c)(i).


    
      
        
           

        

         


      

      
        14

        
          

        

      

      
         


      

    


    


        “Voting Stock” means,
with respect to any Person, capital stock or other ownership and equity
interests issued by such Person the holders of which are ordinarily, in the
absence of 

    contingencies,
entitled to vote for the
election of directors (or persons performing similar functions) of such Person,
even though the right so to vote has been suspended by the 

    happening
of such a contingency.

    


    1.02                      Other Interpretive
Provisions.

    


    With
reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document:

    


    (a)           The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the 

    corresponding
masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.”  The


    word
“will” shall be
construed to have the same meaning and effect as the word “shall.”  Unless
the context requires otherwise, (i) any definition of or reference to any
agreement, 

    instrument
or other document shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified 

    (subject
to any restrictions on such amendments, supplements or modifications set forth
herein or in any other Loan Document), (ii) any reference herein to any Person
shall be 

    construed
to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words
of similar import when used in any Loan Document, 

    shall be
construed to refer to such Loan Document in its entirety and not to any
particular provision thereof, (iv) all references in a Loan Document to
Articles, Sections, Exhibits 

    and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, the Loan Document in which such references appear, (v) any
reference to 

    any law
shall include all statutory and regulatory provisions consolidating, amending
replacing or interpreting such law and any reference to any law or regulation
shall, unless 

    otherwise
specified, refer to such law or regulation as amended, modified or supplemented
from time to time, and (vi) the words “asset” and “property” shall be
construed to have 

    the same
meaning and effect and to refer to any and all tangible and intangible assets
and properties, including cash, securities, accounts and contract
rights.

    


    (b)           In
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;”
the words “to”
and “until”
each mean 

    “to but excluding;”
and the word “through” means “to and
including.”

    


    (c)           Section
headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any


    other
Loan
Document.

    


    1.03                      Accounting
Terms.

    
 

        (a)           Generally.  Except
as otherwise specifically provided herein, all accounting terms not specifically
or completely defined herein shall be construed in conformity with, and all


        financial
data
(including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP 

      
        
          
             

          

           


        

        
          15

          
            

          

        

        
           


        

      



         applied on a
consistent basis, as in effect from time to time, applied in a manner consistent
with that used in preparing the Annual Financial Statements.

    


        (b)           Changes in
GAAP.  If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the 

    Borrower
or the
Required Lenders
shall so
request, the Administrative Agent, the Lenders and the Borrower shall negotiate
in good faith to amend such ratio or requirement to preserve 

    the
original intent thereof in light
of such change in GAAP
(subject to the
approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue 

    to be
computed in accordance with GAAP
prior to such change therein and (ii) the
Borrower shall provide to the
Administrative Agent and the Lenders financial statements and 

    other
documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation
between calculations of such ratio or
requirement made before and 

    after
giving effect to such change in GAAP.

    


    1.04                      Times of
Day.

    


    Unless
otherwise specified, all references herein to times of day shall be references
to Eastern time (daylight or standard, as then applicable).

    


    1.05                      Letter of Credit
Amounts.

    


    Unless
otherwise specified herein, the amount of a Letter of Credit at any time shall
be deemed to be the stated amount of such Letter of Credit in effect at such
time; provided,
however, that


    with
respect to any Letter of Credit that, by its terms or the terms of any Issuer
Document related thereto, provides for one or more automatic increases in the
stated amount thereof, the 

    amount
of such
Letter of Credit shall be deemed to be the maximum stated amount of such Letter
of Credit after giving effect to all such increases, whether or not such maximum
stated 

    amount
is in
effect at such
time.

    


    ARTICLE
II

    


    THE
COMMITMENTS AND LOANS

    


    2.01                      Loans.

    


    Subject
to the terms and conditions set forth herein, each Lender severally agrees to
make loans (each such loan, a “Loan”) to the
Borrower in Dollars from time to time on any Business Day 

    during
the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of such Lender’s Commitment; provided, however, that after
giving effect to any 

    Borrowing
of Loans, (a) the Total Revolving Outstandings shall not exceed the
Aggregate Commitments and (b) the aggregate Outstanding Amount of Loans of any
Lender plus such 

    Lender’s
Applicable
Percentage of the aggregate Outstanding Amount of L/C Obligations shall not exceed such
Lender’s Commitment.  Within the limits of each Lender’s Commitment,


    and
subject to the
other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay
under Section
2.04, and reborrow under this Section
2.01.  Loans may be 

    Base Rate
Loans or LIBOR
Rate Loans, as further provided herein.


    
      
        
        

         


      

      
        16

        
          

        

      

      
         


      

    


    


    2.02                      Borrowings, Conversions and
Continuations of Loans.

    


        (a)           Each
Borrowing, each conversion of Loans from one Type to the other, and each
continuation of LIBOR Rate Loans shall be made upon the Borrower’s irrevocable
notice to 

    the
Administrative
Agent, which may
be given by telephone by an individual identifying himself or herself as a
Responsible Officer.  Each such notice must be received by the


    Administrative
Agent not later
than 1:00 p.m. on the date of the requested
Borrowing, conversion or continuation.  Each telephonic notice by the
Borrower pursuant to this 

    Section 2.02(a) must
be confirmed promptly
by delivery to the Administrative Agent of a written Loan Notice,
appropriately completed and signed by a Responsible Officer.  Each


    Borrowing
of, conversion to or continuation of Loans
shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000
in excess
thereof.  Each Loan Notice (whether 

    telephonic
or written) shall specify (i) whether the Borrower is
requesting a Borrowing, a conversion of Loans from one Type to the other, or a
continuation of LIBOR Rate Loans,


    (ii) the
requested date of the Borrowing, conversion or continuation, as the case may
be (which shall be a Business Day), (iii) the principal amount of Loans to be
borrowed, 

    converted
or continued, (iv) the Type of Loans
to be borrowed or to which existing Loans are to be
converted, and (v) if applicable, the duration of the Interest Period with
respect 

    thereto.  If
the Borrower fails to specify a Type of a Loan in a Loan Notice or if
the
Borrower fails to give a
timely notice requesting a conversion or continuation, then the applicable


    Loan
shall be made as, converted to, or continued as, a LIBOR Rate Loan with an
Interest Period of one month.  Any such
automatic conversion to a LIBOR Rate Loan with an Interest 

    Period of
one month shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable LIBOR Rate
Loan.  If the Borrower
requests a Borrowing of, 

    conversion
to, or continuation of LIBOR Rate Loans in any Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an
Interest Period of one month.

    


        (b)           Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Applicable Percentage of the applicable Loans, and
if no 

    timely
notice of
a conversion or
continuation is provided by the Borrower, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to a LIBOR Rate


    Loan with
an Interest
Period of one month as described in  the
preceding subsection.  In the case of a Borrowing, each Lender shall
make the amount of its Loan available to the 

    Administrative
Agent
in immediately
available funds at the Administrative Agent’s Office not later than 3:00
p.m. on the Business Day specified in the applicable Loan
Notice.  Upon 

    satisfaction
of the
applicable conditions
set forth in Section
4.02, the Administrative Agent shall make all funds so received available
to the
Borrower in like funds as received by the 

    Administrative
Agent either by
(i) crediting the
account of the Borrower on the books of Bank of America with the amount of such
funds or (ii) wire transfer of such funds, in each case
in 

    accordance
with instructions provided
to (and reasonably
acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on
the date of a Borrowing of Loans, 

    there are
L/C Borrowings
outstanding, then the
proceeds of such
Borrowing, first, shall be applied to the payment in full of any such L/C
Borrowings and second, shall be made


    available
to the Borrower as provided above.

    


        (c)           Except
as otherwise provided herein, a LIBOR Rate Loan may be continued or converted
only on the last day of the Interest Period for such LIBOR Rate
Loan.  During the 

    existence
of a
Default, no Loans may be
requested as, converted to or continued as LIBOR Rate Loans without the consent
of the Required Lenders, and the Required Lenders may 

    demand
that any or all of the then
outstanding LIBOR Rate Loans be
converted immediately to Base Rate Loans.


    
      
        
           

        

         


      

      
        17

        
          

        

      

      
         


      

    


    


        (d)           The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for LIBOR Rate Loans upon
determination 

    of
such interest
rate.  At any time that
Base Rate Loans are outstanding, the Administrative Agent shall notify the
Borrower and the Lenders of any change in Bank of America’s prime rate


    used in
determining
the Base Rate promptly following the public
announcement of such change.

    


        (e)           After
giving effect to all Borrowings, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, there shall not be more
than 

    eight (8)
Interest
Periods in effect with
respect to Loans (for purposes hereof, LIBOR Rate Loans with separate or
different Interest Periods will be considered as separate Loans even if their


    Interest
Periods expire on
the same date).

    


    2.03                      Letter of
Credit.

    


        (a)           Letter of Credit
Commitment.

    


        (i)           Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.03, (1)
from 

    time to
time on any
Business Day
during the Availability Period, to issue Letters of Credit in Dollars for the
account of the Borrower and to amend or extend Letters of Credit 

    previously
issued by it, in
accordance with subsection (b) below, and (2)
to honor drawings under Letters of Credit; and (B) the Lenders severally agree
to participate in Letters of 

    Credit
and any drawings thereunder;
provided that
after giving effect to any L/C Credit Extension, (x) the
Total Revolving Outstandings shall not exceed the Aggregate 

    Commitments,
(y) the
aggregate Outstanding Amount of
the Loans of any Lender plus such Lender’s
Applicable Percentage of the Outstanding
Amount of all L/C Obligations 

    shall
not
exceed such
Lender’s Commitment and (z) the Outstanding
Amount of the L/C Obligations shall not exceed the Letter of Credit
Sublimit.  Each request by the
Borrower 

    for the
issuance or
amendment of a Letter of Credit shall be deemed to be a
representation by the Borrower that the L/C Credit Extension so requested
complies with the 

    conditions
set forth in
the
proviso to the preceding sentence.  Within the foregoing limits,
and
subject to the terms and conditions hereof, the Borrower’s ability to obtain
Letters 

    of Credit
shall be fully
revolving, and accordingly the
Borrower may, during the foregoing period, obtain
Letters of Credit to replace Letters of Credit that have expired or that


    have been
drawn upon and
reimbursed.

    


    
      
        	
                           
         

              	
                (ii)

              	
                The
      L/C Issuer shall not issue any Letter of Credit if the expiry date of such
      Letter of Credit would occur after the Maturity Date, unless all the
      Lenders have approved such expiry date.

                 

                 

              
	 	 (iii)	The
      L/C Issuer shall not be under any obligation to issue any Letter of Credit
      if:


      

    

     

     

        (A)           any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Issuer from issuing such


    Letter of
Credit, or any
Law
applicable to the L/C Issuer or any request or directive (whether or not having
the force of law) from any Governmental Authority with 

    jurisdiction
over the
L/C Issuer shall prohibit,
or request that the L/C
Issuer refrain from, the issuance of letters of credit generally or such Letter
of Credit in particular or 

    shall
impose upon the
L/C Issuer with respect to such Letter of
Credit any restriction,   reserve or capital requirement (for
which the L/C Issuer is not otherwise 

    compensated
hereunder) not in
effect on the Closing Date, or shall impose upon the L/C Issuer any
unreimbursed loss, cost or expense which was not applicable on
the


    
      
        
           

        

         


      

      
        18

        
          

        

      

      
         


      

    


     on
the Closing Date and which the L/C Issuer in good faith deems material
to it;

    


        (B)           the
issuance of such Letter of Credit would violate one or more policies of the L/C
Issuer applicable to borrowers generally;

    


        (C)           such
Letter of Credit contains any provisions for automatic reinstatement of the
stated amount after any drawing thereunder;

    


        (D)           such
Letter of Credit contains any provisions for automatic extension of the
expiration date thereof; or

    


        (E)           a
default of any Lender’s obligations to fund under Section 2.03(c)
exists or any Lender is at such time a Defaulting Lender or an Impacted Lender,
unless 

    the
L/C
Issuer has entered into
arrangements satisfactory to the L/C Issuer with the Borrower or such Lender to
eliminate the L/C Issuer’s risk with respect to such Lender.

    


        (iv)           The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under
the 

        terms
hereof.

    


        (v)           The
L/C Issuer shall be under no obligation to amend any Letter of Credit if
(A) the L/C Issuer would have no obligation at such time to issue such
Letter of Credit in its 

        amended
form
under the terms
hereof, or (B) the beneficiary of such Letter of Credit does not accept the
proposed amendment to such Letter of Credit.

    


        (vi)           The
L/C Issuer shall be under no obligation to amend any Letter of Credit to
increase or decrease the amount of such Letter of Credit more frequently than
five times per 

        calendar
month.

    


        (vii)          The
L/C Issuer shall act on behalf of the Lenders with respect to any Letter of
Credit issued by it and the documents associated therewith, and the L/C Issuer
shall have all 

        of the
benefits and immunities
(A) provided to the Administrative Agent in Article X with
respect to any acts taken or omissions suffered by the L/C Issuer in connection


        with Letters
of Credit issued by it or proposed to be issued by it and
Issuer Documents pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” as used 

        in Article X included
the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.

    


        (b)           Procedures for Issuance and
Amendment of Letters of Credit.

    


        (i)           Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the L/C Issuer (with a copy to the
Administrative 

    Agent) in
the form of a Letter of Credit
Application, appropriately completed and signed by a Responsible Officer of the
Borrower.  Such Letter of Credit Application must be

     received
by the L/C Issuer and the Administrative Agent not later than
11:00 a.m. at least three (3) Business Days (or such later date and time as the
Administrative Agent and the 

    L/C
Issuer
may agree in a particular instance in their sole discretion) prior to the
proposed issuance date or date of amendment, as the case may be.  In the
case of a request for an 


    
      
        
           

        

         


      

      
        19

        
          

        

      

      
         


      

    


         initial
issuance of a Letter of Credit, such Letter of Credit Application shall specify
in form and detail satisfactory to the L/C
Issuer: (A) the proposed issuance date of the 

        requested
Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C)
the expiry date thereof; (D) the name and address of the beneficiary
thereof;  (E)
the 

        documents to
be presented by such beneficiary in case of any drawing thereunder; (F) the full
text of any certificate to be presented by such beneficiary in case of any
drawing 

        thereunder;
(G) the purpose nd nature
of the requested Letter of Credit; and (H) such other matters as the L/C Issuer
may reasonably require.  In the case of a request for an 

        amendment of
any outstanding Letter of Credit, such Letter of  Credit
Application shall specify in form and detail satisfactory to the L/C Issuer (A)
the Letter of Credit to be

        amended, (B)
the proposed date of amendment thereof (which shall be a Business Day); (C) the
nature of the
proposed amendment; and (D) such other matters as the L/C

        Issuer may
reasonably require. Additionally, the Borrower shall furnish to the L/C Issuer
and the Administrative Agent such other documents and
information pertaining

        to such
requested Letter of Credit issuance or amendment, including any Issuer
Documents, as the L/C Issuer or the Administrative Agent may reasonably
require.

    


        (ii)           Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the


        Administrative Agent
has received a copy of such
Letter of Credit Application from the Borrower and, if not, the L/C Issuer will
provide the Administrative Agent 

        with a copy
thereof.  Unless the L/C Issuer has received written notice from any
Lender, the
Administrative Agent or the Borrower, at least one Business Day prior to


        the requested
date of issuance or amendment of the applicable Letter of Credit, that one or
more applicable conditions contained in  Article IV shall not be satisfied, then,


        subject to
the terms and conditions hereof, the L/C Issuer shall, on the requested date,
issue a Letter of Credit for the account of the Borrower or enter into
the applicable


        amendment, as
the case may be, in each case in accordance with the L/C Issuer’s usual and
customary business practices.  Immediately upon the issuance of each
Letter of 

        Credit
(including any deemed
issuance as described in Section 2.03(l)),
each Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from

        the L/C
Issuer a risk participation in such Letter of Credit in an amount
equal to the product of such Lender’s Applicable Percentage times the amount of
such Letter of Credit.

    


        (iii)           Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the 

        L/C Issuer
will also deliver to the
Borrower and the Administrative Agent a true and complete copy of such Letter of
Credit or amendment.

    


        (c)           Drawings and Reimbursements;
Funding of Participations.

    


        (i)           Upon
receipt from the beneficiary of any Letter of Credit of any notice of drawing
under such Letter of Credit, the L/C Issuer shall notify the Borrower and the


        Administrative Agent
thereof.  Not later
than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
Credit (each such date, an “Honor Date”), the
Borrower 

        shall
reimburse the L/C Issuer through the Administrative Agent in an amount
equal to the amount of such drawing.  If the Borrower fails to so
reimburse the L/C Issuer by 

        such time,
the Administrative Agent shall promptly notify each Lender of the Honor Date,
the amount of the unreimbursed drawing (the "Unreimburesed Amount"), and
the


    
      
        
           

        

         


      

      
        20

        
          

        

      

      
         


      

    


        amount of
such Lender’s Applicable Percentage thereof.  In such event, the
Borrower shall be deemed to have requested a Borrowing of Base Rate
Loans to be disbursed on 

        the Honor
Date in an amount equal to the Unreimbursed Amount, without regard to the
minimum and multiples specified in Section 2.02 for the
principal amount of Base Rate 

        Loans, but
subject to the conditions set forth in Section 4.02 (other
than the delivery of a Loan Notice) and provided that, after giving effect to
such Borrowing, the Total Revolving 

        Outstandings
shall not exceed the
Aggregate Commitments.  Any notice given by the L/C Issuer or the
Administrative Agent pursuant to this Section 2.03(c)(i)
may be given 

        by telephone
if immediately confirmed in writing; provided that the
lack of such
an immediate confirmation shall not affect the conclusiveness or binding effect
of such notice.

    


        (ii)           
Each Lender shall upon any notice pursuant to Section 2.03(c)(i)
make funds available to the Administrative Agent for the account of the L/C
Issuer at the 

        Administrative Agent’s
Office in an amount
equal to its Applicable Percentage of the Unreimbursed Amount not later than
1:00 p.m. on the Business Day specified in such

        notice by the
Administrative Agent,
whereupon, subject to the provisions of Section 2.03(c)(iii),
each Lender that so makes funds available shall be deemed to have made


        a Base Rate
Loan to the Borrower in such
amount.  The Administrative Agent shall remit the funds so received to
the L/C
Issuer.

    


        (iii)           With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing
of Base Rate Loans because the conditions set forth in Section 4.02 cannot


        be satisfied
or for any other reason,
the Borrower shall be deemed to have incurred from the L/C Issuer an L/C
Borrowing in the amount of the Unreimbursed Amount that is not so 

        refinanced,
which L/C Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at the Default
Rate.  In such event, each Lender’s payment to 

        the
Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
shall be deemed
payment in respect of its participation in such L/C Borrowing and shall


        constitute an L/C
Advance from such Lender in satisfaction of its participation obligation under
this Section
2.03.

    


        (iv)           Until
each Lender funds its Loan or L/C Advance pursuant to this Section 2.03(c) to
reimburse the L/C Issuer for any amount drawn under any Letter of Credit,


        interest
in respect
of such  Lender’s
Applicable Percentage of such amount shall be solely for the account of the L/C
Issuer.

    


        (v)           
Each Lender’s obligation to make Loans or L/C Advances to reimburse the L/C
Issuer for amounts drawn under Letters of Credit, as contemplated by this


        Section 2.03(c), shall be absolute and
unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other 

        right which
such Lender may have against the L/C Issuer, the Borrower or  any
other Person for any reason whatsoever; (B) the occurrence or continuance of a
Default; or 

        (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing;
provided, however, that each
Lender’s obligation to make Loans pursuant to this

         Section 2.03(c) is
subject to the conditions set forth in Section 4.02 (other
than delivery by the Borrower of a Loan Notice).  No such making of
an L/C
Advance shall relieve 

        or otherwise
impair the obligation of the Borrower to reimburse the L/C Issuer for the amount
of any payment made by the L/C Issuer under any Letter of Credit, together with


        interest as
provided herein.


    
      
        
           

        

         


      

      
        21

        
          

        

      

      
         


      

    


    


        (vi)           If
any Lender fails to make available to the Administrative Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to


        the foregoing
provisions of this
Section 2.03(c)
by the time specified in Section 2.03(c)(ii),
the L/C Issuer shall be entitled to recover from such Lender (acting through
the

         Administrative
Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately 

        available to
the L/C Issuer at a rate per annum equal to the greater of the Federal Funds
Rate and a rate
determined by the L/C Issuer in accordance with banking industry rules


        on interbank
compensation, plus any administrative, processing or similar fees customarily
charged by the L/C Issuer in connection with the
foregoing.  If such Lender pays 

        such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such
Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of


        the relevant
L/C Borrowing, as the case may be.  A certificate of the L/C Issuer
submitted to any Lender (through the Administrative Agent) with respect to any
amounts owing 

        under this
clause (vi) shall be conclusive
absent manifest error.

    


        (d)           Repayment of
Participations.

        


        (i)           At
any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender’s L/C Advance in respect of such


        payment in
accordance with Section 2.03(c), if
the Administrative Agent receives for the account of the L/C Issuer any payment
in respect of the related Unreimbursed Amount or 

        interest
thereon (whether directly from the Borrower or otherwise,
including proceeds of cash collateral applied thereto by the Administrative
Agent), the Administrative

         Agent
will distribute to such Lender its Applicable Percentage thereof in the same
funds as those
received by the Administrative Agent.

    


        (ii)           If
any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the 

        circumstances
described in Section 10.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to the Administrative Agent 

        for the
account of the L/C Issuer its Applicable  Percentage
thereof on demand of the Administrative Agent, plus interest thereon from the
date of such demand to the date such 

        amount is
returned by such Lender, at a rate per annum equal to the Federal
Funds Rate from
time to time in effect.  The obligations of the Lenders under this
clause shall survive the 

        payment in
full of the Obligations and the termination of this Agreement.

    


        (e)           Obligations
Absolute.  The obligation of the Borrower to reimburse the L/C
Issuerfor each drawing under each Letter of Credit and to repay each L/C
Borrowing shall 

        be absolute,
unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:

    


    
      	
                        (i)     
      

            	
              any
      lack of validity or enforceability of such Letter of Credit, this
      Agreement or any other Loan
Document;

            


    

    


    
      	
                        (ii)    

            	
              the
      existence of any claim, counterclaim, setoff, defense or other right that
      the Borrower may have at any time against any beneficiary or any
      transferee of such Letter of Credit 

              (or
      any Person  for
      whom any such beneficiary or any such transferee may be acting), the L/C
      Issuer or any other Person, whether in connection with this Agreement, the
      

              transactions
      contemplated hereby or by such
      Letter of Credit or any

            


    


    
      
        
           

        

         


      

      
        22

        
          

        

      

      
         


      

    


    
      	
                              

            	
                  agreement or
      instrument relating thereto, or any unrelated
  transaction;

            


    

    


    
      	
                        (iii)    

            	
              any
      draft, demand, certificate or other document presented under such Letter
      of Credit proving to be forged, fraudulent, invalid or insufficient in any
      respect or any statement therein 

              being
      untrue or inaccurate in any respect; or any loss or delay in the
      transmission or otherwise of any document required in order to make a
      drawing under such Letter of
Credit;

            


    

    


    
      	
                        (iv)    

            	
              any
      payment by the L/C Issuer under such Letter of Credit against presentation
      of a draft or certificate that does not strictly comply with the terms of
      such Letter of Credit; or any payment 

              made
      by the L/C Issuer under such Letter of Credit to any Person purporting to
      be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit
      of creditors, liquidator, receiver 

              or
      other representative of or successor to any beneficiary or any transferee
      of such Letter of Credit, including any arising in connection with any
      proceeding under any Debtor Relief Law;
or

            


    

    


    
      	
                        (v)    

            	
              any
      other circumstance or happening whatsoever, whether or not similar to any
      of the foregoing, including any other circumstance that might otherwise
      constitute a defense available

               to,
      or a discharge of, the Borrower.

            


    

    


    The
Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower’s instructions or other irregularity, the
Borrower will promptly notify the L/C Issuer.  The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

    


        (f)           Role of L/C
Issuer.  Each Lender and the Borrower agree that, in paying any
drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any 

    document
(other than any sight draft,
certificates and documents expressly required by such Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document


    or the
authority of the Person executing or delivering any such
document.  None of the L/C Issuer, the Administrative Agent, any of
their respective Related Parties nor any correspondent, 

    participant
or assignee of the L/C Issuer shall be liable to any Lender for (i) any action
taken or
omitted in connection herewith at the request or with the approval of the
Lenders or the 

    Required
Lenders, as applicable; (ii) any action taken or omitted in the absence of gross
negligence or willful misconduct; or (iii)
the due execution, effectiveness, validity or 

    enforceability
of any document or instrument related to any Letter of Credit or Issuer
Document.  The Borrower hereby assumes all risks of the acts or
omissions of any
beneficiary or 

    transferee
with respect to its use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower’s pursuing
such rights and remedies 

    as it may
have
against the beneficiary or transferee at law or under any other
agreement.  None of the L/C Issuer, the Administrative Agent, any of
their respective Related Parties 

    nor any
correspondent, participant or assignee of the L/C
Issuer shall be liable or responsible for any of the matters described in
clauses (i) through (v) of Section 2.03(e);
provided,


    however, that
anything in such clauses to the contrary notwithstanding, the Borrower
may have
a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, 

    to the
extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the  Borrower
which the Borrower proves were caused by the 

    L/C
Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a
sight 

    draft and
certificate(s) strictly complying with theterms and conditions of a Letter of
Credit.  In furtherance and not in limitation of the foregoing, the
L/C Issuer may accept documents that 


    
      
        
           

        

         


      

      
        23

        
          

        

      

      
         


      

    

     

        appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary, and the L/C Issuer shall not be


        responsible for
the validity or sufficiency of any instrument transferring
or assigning or purporting to transfer or assign a Letter of Credit or the
rights or benefirst thereunder

        or
proceeds thereof, on whole or in part, which may prove to be invalid or
ineffective for any reason; provided, however, that
anything in this sentence to the contrary 

        notwithstanding, the
Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be
liable to the Borrower, to the extent, but only to the extend, but only 

        to the extend,
of any direct, as opposed to consequential or explary, damages suffered by the
Borrower which the Borrower proves were caused by the L/C Issuer's 

        willful misconduct
or gross negligence. 

    
      
 

    

            (g)           Cash
Collateral.  If (i) either (A) the L/C Issuer has honored any
full or partial drawing request under any Letter of Credit and such drawing has
resulted in an L/C Borrowing 

        or
(B) as of
the Maturity Date any L/C
Obligation for any reason remains outstanding, and (ii) the Administrative Agent
shall have provided ten (10) days prior written notice to the Borrower,


        then
the
Borrower shall immediately Cash Collateralize the then
Outstanding Amount of all L/C Obligations.  Sections 2.04 and
8.02 set forth
certain additional requirements to deliver Cash 

        Collateral
hereunder.  For purposes of this Section 2.03, Section 2.04 and
Section 8.02,
“Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the


       benefit of the L/C
Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit
account balances pursuant
to documentation in form and substance satisfactory to the 

       Administrative
Agent and the L/C Issuer (which documents are hereby consented to by the
Lenders).  Derivatives of such term have corresponding
meanings.  The Borrower hereby grants 

       to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a
security interest in all such Cash Collateral, deposit accounts and all balances
therein
and all proceeds of 

       the
foregoing.  Cash Collateral shall be maintained in blocked deposit
accounts at Bank of America and shall be invested in such investments as the
Borrower and the Administrative Agent 

        shall
agree, and the account records for such deposit accounts shall clearly indicate
that the Cash Collateral is held as collateral and owned by the
Borrower.

    


        (h)           Applicability of
ISP.  Unless otherwise expressly agreed by the L/C Issuer and
the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply
to each 

    Letter
of
Credit.

        


        (i)           Letter of Credit
Fees.  The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Applicable Percentage a Letter
of Credit fee 

    (the
“Letter of Credit
Fee”) equal to the
Applicable Rate times the daily
amount available to be drawn under each Letter of Credit.  For
purposes of computing the daily amount available to 

    be drawn
under any
Letter of Credit, the amount of such Letter of Credit
shall be determined in accordance with Section
1.05.  Letter of Credit Fees shall be computed on a monthly
basis in 

    arrears
and shall be due
and payable in arrears on the first Business Day of each calendar month,
commencing with the first such date to occur after the issuance of such Letter
of Credit, 

    on the
Maturity Date and
thereafter on demand; provided that (1) no
Letter of Credit Fees shall accrue in favor of a Defaulting
Lender so long as such Lender shall be a Defaulting Lender 

    and (2)
any Letter of Credit Fees
accrued in favor of a Defaulting Lender during the period prior to the time such
Lender became a Defaulting Lender and
unpaid at such time shall not be 

    payable
by the Borrower so long as such
Lender shall be a Defaulting Lender.  If there is any change in the
Applicable Rate during any month, the daily amount available to be drawn


    under
each Letter of Credit shall be computed
and multiplied by the Applicable Rate separately for each period during such
month that such Applicable Rate was in effect.  

    Notwithstanding
anything to the contrary contained  herein, upon the request of the
Required Lenders, while any Event of Default exists, all Letter of Credit Fees
shall accrue at the


    
      
        
           

        

         


      

      
        24

        
          

        

      

      
         


      

    

        

         Default
Rate.

    


        (j)           Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer.

    


        (i)           During
any period in which the L/C Issuer is not the only Lender under this Agreement,
the Borrower shall pay directly to the L/C Issuer for its own account a


    fronting
fee equal to 0.125% times the daily
amount available to be drawn under each Letter of Credit.  For
purposes of computing the daily amount available to be drawn 

    under any
Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section
1.05.  Such fronting fee shall be computed on the daily amount


    available
to be drawn under each Letter of Credit and on a monthly basis in
arrears.  Such fronting shall be due
and payable in arrears on the first Business Day of each 

    calendar
month, commencing with the first such date to occur after the issuance of such
Letter of Credit, on the Maturity Date and thereafter on
demand.

    


        (ii)           The
Borrower shall pay directly to the L/C Issuer for its own account the customary
issuance, presentation, amendment and other 

    processing
fees, and other standard
costs and charges, of the L/C
Issuer relating to letters of credit as set forth on Schedule 2.03
hereto.  Such 

    customary
fees and standard costs and charges are due
and payable on demand and are nonrefundable.

    


        (k)           Conflict with Issuer
Documents.  In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall
control.

    


        (l)           Transfer of Letters of
Credit to and from Spring Maturity Credit Agreement.

    


        (i)           The
Borrower has the right to request letters of credit under the Spring Maturity
Credit Agreement (each a “Spring Maturity Letter of
Credit”).  If the Borrower desires 

    to extend
the expiry date of any
Spring Maturity Letter of Credit, the parties hereto agree that the Borrower
may, in its discretion, transfer such Spring Maturity Letter of Credit


    to this
Agreement, provided that (A)
such transfer shall be
effective as of the date of extension of such Spring Maturity Letter of Credit,
(B) the Borrower shall have delivered to 

    the
Administrative Agent and the L/C Issuer written notice of such transfer at least
at least
five Business Days
prior to the date of such transfer (the “Letter of Credit


    Transfer Notice”),
(C) such transfer shall be expressly permitted under the Spring Maturity Credit
Agreement and (D) such transfer
shall be deemed an
issuance of a Letter 

    of Credit
under this Agreement and, accordingly, such transfer shall be permitted only if
each of the conditions to issuance of Letters of Credit shall have been
satisfied 

    (including
the conditions specified in Section 2.03 and
Article
IV).  Upon satisfaction of each of the conditions precedent to
such transfer, such Spring Letter of Credit 

    shall be
deemed issued and
outstanding under this Agreement and shall be deemed a Letter of Credit for all
purposes of this Agreement.

    


        (ii)           If
the Borrower desires to extend the expiry date of any Letter of Credit, the
parties hereto agree that the Borrower may, in its discretion, transfer such
Letter of Credit 

    to the
Spring Maturity Credit
Agreement, provided that (A)
such transfer shall be effective as of the date of extension of such Letter of
Credit, (B) the Borrower shall have delivered 

    to the
Administrative Agent and the L/C Issuer written
notice of such transfer at least at least five Business Days prior to the date
of such transfer and (C) such transfer shall be

    expressly
permitted under the Spring Maturity Credit Agreement.  Upon
satisfaction of each of the conditions precedent to such transfer, any
transferred Letter of Credit shall be


    
      
        
           

        

         


      

      
        25

        
          

        

      

      
         


      

    


        deemed issued
and outstanding under the Spring Maturity Credit Agreement and shall no longer
be deemed
outstanding under this Agreement.

    


    2.04                      Prepayments.

    


        (a)           Voluntary
Prepayments.  The Borrower may, upon notice from the Borrower
to the Administrative Agent, at any time or from time to time voluntarily prepay
Loans in whole or 

    in part
without premium or
penalty; provided that (i)
such notice must be received by the Administrative Agent not later than 1:00
p.m. (A) one (1) Business Day prior to the date of 

    prepayment;
and (ii) any such prepayment shall be in a principal
amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if
less, the entire principal amount thereof 

    then
outstanding).  Each such notice shall specify the date and amount of
such prepayment and the
Type(s) of Loans to be prepaid.  The Administrative Agent will
promptly notify each 

    Lender of
its receipt of each such notice, and of the amount of such Lender’s Applicable
Percentage of such prepayment.  If such
notice is given by the Borrower, the Borrower shall make 

    such
prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein.  Any prepayment of a LIBOR
Rate Loan
shall be accompanied by 

    all
accrued interest on the amount prepaid, together with any additional amounts
required pursuant to Section
3.05.  Each such prepayment shall be applied to the Loans of
the Lenders 

    in
accordance with their respective Applicable Percentages.

    


        (b)           Mandatory Prepayments of
Loans.  If for any reason the Total Revolving Outstandings at
any time exceed the Aggregate Commitments then in effect, the Borrower shall


    immediately
prepay Loans and/or
Cash Collateralize the L/C Obligations in an aggregate amount equal to such
excess.  Prepayments shall be applied first to Base Rate Loans and
then 

    to LIBOR
Rate Loans in direct order of Interest Period
maturities.  All prepayments under this Section 2.04(b) and
Section
2.05(a)(ii) shall be subject to Section 3.05, but
otherwise 

    without
premium or penalty, and shall be accompanied by interest on the principal
amount
prepaid through the date of prepayment.

    


    2.05                      Termination or Reduction of
Aggregate Commitments; Availability.

    


        (a)           Termination or Reduction of
Aggregate Commitments.

    


        (i)           Optional.  The
Borrower may, upon written notice to the Administrative Agent, terminate the
Aggregate Commitments, or from time to time permanently reduce the 

    Aggregate
Commitments to an amount
not less than the Total Revolving Outstandings; provided that
(i) any such notice shall be received by the Administrative Agent not


    later
than 12:00 noon five (5) Business Days prior to the date of
termination or reduction, (ii) any such partial reduction shall be in an
aggregate amount of $5,000,000 or any 

    whole
multiple of $1,000,000 in excess thereof and (iii) if after giving effect to any
reduction of the
Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the


    Aggregate
Commitments, then the Letter of Credit Sublimit shall automatically be reduced
by the amount of such excess.  The
Administrative Agent will promptly notify the Lenders 

    of any
such notice of termination or reduction of the Aggregate
Commitments.  Any reduction of the Aggregate Commitments shall be
applied to the
Commitment of each 

    Lender
according to its Applicable Percentage.  All fees accrued with respect
thereto until the effective date of any termination or reduction of the
Aggregate Commitments shall be 

    paid
on the
effective date of such termination or reduction.


    
      
        
           

        

         


      

      
        26

        
          

        

      

      
         


      

    


    


        (ii)           Mandatory.   If
at any time the Moody’s Debt Rating is reduced to lower than Aa3 and the S&P Debt
Rating is reduced to lower than AA-, the Required Lenders 

    may, in
their sole discretion, upon
written notice to the Borrower (the “Commitment Termination
Notice”), terminate the Aggregate Commitments and require the prepayment
of 

    the Loans
and other Obligations in full and Cash Collateralization of all
L/C Obligations on the date ninety (90) days after the effective date of such
reduction in the Moody’s 

    Debt
Rating and S&P Debt Rating.

    


        (b)           Availability.  Notwithstanding
any provision in this Agreement or any other Loan Document to the contrary, if
at any time either the Moody’s Debt Rating is reduced to 

    lower
than Aa3 or the
S&P Debt
Rating is reduced to lower than AA-, then the Borrower shall not be permitted to
request, and the Lenders shall not be obligated to make, any new 

    Credit
Extensions (although the Borrower shall be permitted to continue
and convert existing Loans); provided that so long
as the Required Lenders have not delivered the Termination 

    Notice to
the Borrower, the Borrower shall be permitted to request, and the Lenders shall
be obligated
to make, new Credit Extensions upon the occurrence of one of the following: (i)
the 

    Moody’s
Debt Rating is raised to Aa3 or higher and the S&P Debt
Rating is raised to AA- or higher or (ii) the Required
Lenders
consent to the Borrower making new Credit Extensions.

    


    2.06                      Repayment of
Loans.

    


    The
Borrower shall repay to the Administrative Agent, for the account of the
Lenders, on the Maturity Date the aggregate principal amount of all Loans
outstanding on such date.

    


    2.07                      Interest.

    


        (a)           Subject
to the provisions of subsection (b) below, (i) each LIBOR Rate Loan shall bear
interest on the outstanding principal amount thereof for each Interest Period at
a rate 

    per annum
equal to the sum of (A)
the LIBOR Rate for such Interest Period plus (B) the
Applicable Rate plus (C) the
applicable Liquidity Premium; and (ii) each Base Rate Loan shall bear


    interest
on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the sum of (A) the Base
Rate plus (B)
the Applicable Rate plus 

    (C) the
applicable Liquidity Premium.

    


        (b)           (i)           If
any amount payable by the Borrower under any Loan Document is not paid when due
(without regard to any applicable grace periods), whether at stated maturity,


              by
acceleration or otherwise, such
amount shall thereafter bear interest at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by


                     
applicable Laws.

    


        (ii)           Upon
the request of the Required Lenders, while any Event of Default exists, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations 

     
hereunder at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.

    


        (iii)           Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

    


        (c)           Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified
herein.  Interest 


    
      
        
           

        

         


      

      
        27

        
          

        

      

      
         


      

    


        hereunder
shall be due and payable in accordance with the terms hereof before and after
judgment, and before and after the commencement of any proceeding under any
Debtor Relief Law.

    


    2.08                      Commitment
Fee.

    


    The
Borrower shall pay to the Administrative Agent, for the account of each Lender
in accordance with its Applicable Percentage, a commitment fee (the “Commitment Fee”)
equal to the product of the (i) Applicable Rate times (ii) the actual
daily amount by which the Aggregate Commitments exceed the Total Revolving
Outstandings. The Commitment Fee shall accrue at all times during the
Availability Period, including at any time during which one or more of the
conditions in Article
IV is not met, and shall be due and payable in arrears on the first
Business Day of each calendar month, commencing with the first such date to
occur after the Closing Date, and on the Maturity Date; provided that (A) no
commitment fee shall accrue on any Commitment of a Defaulting Lender so long as
such Lender shall be a Defaulting Lender and (B) any commitment fee accrued with
respect to the Commitment of a Defaulting Lender during the period prior to the
time such Lender became a Defaulting Lender and unpaid at such time shall not be
payable by the Borrower so long as such Lender shall be a Defaulting Lender. The
Commitment Fee shall be calculated monthly in arrears, and if there is any
change in the Applicable Rate during any calendar month, the actual daily amount
shall be computed and multiplied by the Applicable Rate separately for each
period during such calendar month that such Applicable Rate was in
effect.

    


    2.09                      Computation of Interest and
Fees.

    


    All
computations of interest for Base Rate Loans when the Base Rate is determined by
Bank of America’s “prime rate” shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed.  All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year).  Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any
Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear
interest for one day.

    


    2.10                      Evidence of
Debt.

        


        (a)           The
Credit Extensions made by each Lender shall be evidenced by one or more accounts
or records maintained by such Lender and by the Administrative Agent in the


    ordinary
course of business.  Any
failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrower hereunder to pay any


    amount
owing with respect to the Obligations.  In the event of any
conflict
between the accounts and records maintained by any Lender and the accounts and
records of the 

    Administrative
Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control
in the absence of manifest error.  Upon the request of any Lender


    made
through the Administrative Agent, the Borrower shall execute and deliver to such
Lender (through the Administrative Agent) a promissory
note, which shall evidence such

    Lender’s
Loans in addition to such accounts or records.  Each such promissory
note shall be in the form of Exhibit 2.10 (a
“Note”).  Each
Lender may attach schedules to its 

    Note and
endorse thereon the date, Type (if applicable), amount and maturity of its Loans
and payments with respect thereto.


    
      
        
           

        

         


      

      
        28

        
          

        

      

      
         


      

    


    


        (b)           In
addition to the accounts and records referred to in subsection (a), each Lender
and the Administrative Agent shall maintain in accordance with its usual
practice accounts 

    or
records evidencing the
purchases and sales by such Lender of participations in Letters of
Credit.  In the event of any conflict between the accounts and records
maintained by the 

    Administrative
Agent and the accounts and records of any
Lender in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of 

    manifest
error.

    


    2.11                      Payments Generally;
Administrative Agent’s Clawback.

    


        (a)           General.  All
payments to be made by the Borrower shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  Except as
otherwise 

    expressly
provided herein, all
payments by the Borrower hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed,


    at the
Administrative Agent’s Office in Dollars and in
immediately available funds not later than 2:00 p.m. on the date specified
herein.  The Administrative Agent will promptly 

    distribute
to each Lender its Applicable Percentage (or other applicable share as provided
herein) of such
payment in like funds as received by wire transfer to such Lender’s Lending


    Office.  All
payments received by the Administrative Agent after 2:00 p.m. shall be deemed
received on the next succeeding Business Day and
any applicable interest or fee shall 

    continue
to accrue.  Subject to the definition of “Interest Period”, if any
payment to be made by the Borrower shall come due on a day other than a Business
Day, payment shall 

    be made
on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be.

    


        (b)           (i)  Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of


    any
Borrowing that such Lender will
not make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender 

    has made
such share available on such date in accordance with Section 2.02 and may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount.  

    In such
event, if a Lender has not in fact made its share of the applicable Borrowing
available to the
Administrative Agent, then the applicable Lender and the Borrower severally


    agree to
pay to the Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest
thereon, for each day from and including the date 

    such
amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (A) in the case of a payment to be made by
such
Lender, the 

    greater
of the Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation and (B) in the
case of a payment 

    to be
made by the
Borrower, the interest rate applicable to Base Rate Loans.  If the
Borrower and such Lender shall pay such interest to the Administrative Agent for
the same or an 

    overlapping
period, the Administrative Agent shall
promptly remit to the Borrower the amount of such interest paid by the Borrower
for such period.  If such Lender pays its 

    share of
the applicable Borrowing to the Administrative Agent, then the amount so paid
shall
constitute such Lender’s Loan included in such Borrowing.  Any payment
by the 

    Borrower
shall be without prejudice to any claim the Borrower may have against a Lender
that shall have failed to make such payment to
the Administrative Agent.


    
      
        
           

        

         


      

      
        29

        
          

        

      

      
         


      

    


    


        (ii)           Payments by Borrower;
Presumptions by Administrative Agent.  Unless the
Administrative Agent shall have received notice from the Borrower prior to the
date on 

    which any
payment is due to the
Administrative Agent for the account of the Lenders or the L/C Issuer hereunder
that the Borrower will not make such payment, the 

    Administrative
Agent may assume that the Borrower has made such payment
on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the 

    Lenders
or the L/C Issuer, as the case may be, the amount due.  In such event,
if the Borrower has not in fact
made such payment, then each of the Lenders or the L/C Issuer, 

    as the
case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or the
L/C Issuer, in immediately 

    available
funds with interest thereon for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the Administrative
Agent, 

    at the
greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank
compensation.

    


        (c)           Failure to Satisfy
Conditions Precedent.  If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in
the 

    foregoing
provisions of this Article II, and such
funds are not made available to the Borrower by the Administrative Agent because
the conditions to the applicable Credit 

    Extension
set forth in Article
IV are not satisfied or waived in accordance with  the
terms hereof, the Administrative Agent shall return such funds (in like funds as
received from 

    such
Lender) to such Lender, without interest.

    


        (d)           Obligations of Lenders
Several.  The obligations of the Lenders hereunder to make
Loans, to fund participations in Letters of Credit and to make payments pursuant
to 

    Section 10.04(c) are
several and  not
joint.  The failure of any Lender to make any Loan, to fund any such
participation or to make any payment under Section 10.04(c) on
any date 

    required
hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender 

    to so
make its Loan, to purchase its participation or to make its payment under Section
10.04(c).

    


        (e)           Funding
Source.  Subject to Section 3.06(a),
nothing herein shall be deemed to obligate any Lender to obtain the funds for
any Loan in any particular place or manner or to 

    constitute
a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.

    


    2.12                      Sharing of Payments by
Lenders.

    


    If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of the Loans
made by it, or the participations in L/C Obligations held by it resulting in
such Lender’s receiving payment of a proportion of the aggregate amount of such
Loans or participations and accrued interest thereon greater than its pro rata share thereof as
provided herein, then the Lender receiving such greater proportion shall (a)
notify the Administrative Agent of such fact, and (b) purchase (for cash at face
value) participations in the Loans and sub-participations in L/C Obligations of
the other Lenders, or make such other adjustments as shall be equitable, so that
the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and other amounts owing them, provided
that:


    
      
        
           

        

         


      

      
        30

        
          

        

      

      
         


      

    


    


        (i)           if
any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or


    subparticipations
shall be
rescinded and the
purchase price restored to the extent of such recovery, without interest;
and

    


        (ii)           the
provisions of this Section shall not be construed to apply to (x) any payment
made by the Borrower pursuant to and in accordance with the express terms of
this 

    Agreement,
(y) any amounts
received by the L/C Issuer to secure the obligations of Defaulting Lenders or
Impacted Lenders to fund risk participations in Letters of Credit or (z)


    any
payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or
sub-participations in L/C Obligations to any assignee 

    or
participant, other than to the Borrower (as to which the provisions of this
Section shall
apply).

    


    The
Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of setoff
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of the Borrower in the amount of such
participation.

    


    ARTICLE
III

    


    TAXES,
YIELD PROTECTION AND ILLEGALITY

    


    3.01                      Taxes.

    


        (a)           Payments Free of
Taxes.  Any and all payments by or on account of any obligation
of the Borrower hereunder or under any other Loan Document shall be made free
and clear 

    of and
without reduction or
withholding for any Indemnified Taxes or Other Taxes, provided that if the
Borrower shall be required by applicable law to deduct any Indemnified Taxes or
any 

    Other
Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional 

    sums
payable under this Section) the Administrative Agent, any Lender or the L/C
Issuer, as the
case may be, receives an amount equal to the sum it would have received had no
such 

    deductions
been made, (ii) the Borrower shall make such deductions and (iii) the Borrower
shall timely pay the full amount
deducted to the relevant Governmental Authority in accordance 

    with
applicable law.

    


        (b)           Payment of Other Taxes by
the Borrower.  Without limiting the provisions of subsection
(a) above, the Borrower shall timely pay any Other Taxes to the
relevant

     Governmental
Authority in accordance with
applicable law.

    


        (c)           Indemnification by the
Borrower.  The Borrower shall indemnify the Administrative
Agent, each Lender and the L/C Issuer for the full amount of any Indemnified
Taxes 

    or Other
Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) paid by the Administrative Agent, such Lender

    or the
L/C Issuer, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other 

    Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority.  If the Administrative Agent, any Lender or the L/C Issuer
desires indemnification under 

    this
Section
3.01(c), the Administrative Agent, such Lender or the L/C Issuer, as the
case may be, shall notify the Borrower of the payment of the applicable
Indemnified Taxes or Other


    
      
        
           

        

         


      

      
        31

        
          

        

      

      
         


      

    


          Taxes
as promptly as is practicable, and in no event later than one hundred twenty
(120) days after the later of the date of such
payment (or, if later, the date the Administrative Agent, 

          such
Lender or the L/C Issuer, as the case may be, is notified of its obligation to
make such payment by the applicable Governmental
Authority).  If  the
Administrative Agent, such 

          Lender
or the
L/C Issuer, as the case may be, fails to prove such notice to the Borrower
within one hundred twenty (120) days after the date of such payment (or, if
later, the date the


         
Administrative Agent,
such Lender or the L/C Issuer, as the case may be, is notified of its obligation
to make such payment by the applicable Governmental Authority), the
Administrative 

          Agent,
such Lender or
the L/C
Issuer, as the case may be, shall not be entitled to indemnification under this
Section 3.01(c)
for such payment.  Payment by the Borrower pursuant 

          to
this Section
3.01(c) shall be made within thirty (30) days after the date the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, makes
written demand therefore 

         
(submitted through the Administrative Agent in the case of a demand by a Lender
or the L/C Issuer)  which
demand shall be accompanied by a certificate describing in reasonable detail


          the
amount of the payment and the basis thereof.

    


        (d)           Evidence of
Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall 

    deliver
to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting 

    such
payment or other evidence of such payment reasonably satisfactory to
the
Administrative Agent.

    


        (e)           Status of
Lenders.  Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
the Borrower is resident 

    for tax
purposes, or any treaty to which
such jurisdiction is a party, with respect to payments hereunder or under any
other Loan Document shall deliver to the Borrower (with a copy to the


    Administrative
Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed 

    documentation
prescribed by applicable law as will permit such payments to be made
without
withholding or at a reduced rate of withholding.  In addition, any
Lender, if requested by 

    the
Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent 

    as will
enable the Borrower or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting
requirements.

    


    Without
limiting the generality of the foregoing, in the event that the Borrower is
resident for tax purposes in the United States, any Foreign Lender shall deliver
to the Borrower and the 

    Administrative
Agent (in such number of copies as shall be requested by the recipient) on or
prior to the date on which such Foreign Lender becomes a Lender under this
Agreement 

    (and from
time to time thereafter upon the request of the Borrower or the Administrative
Agent, but only if such Foreign Lender is legally entitled to do so), whichever
of the following is

    applicable:

    


        (i)           duly
completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States is a
party,

    


        (ii)          duly
completed copies of Internal Revenue Service Form W-8ECI,

    


        (iii)         in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the
effect that such 

    Foreign
Lender is not (A) a "bank" within the meansing of  section 881(c)(3)(A) of
the Code, (B) a "10 percent shareholder" of the Borrower within the meaning of
section 


    
      
        
           

        

         


      

      
        32

        
          

        

      

      
         


      

    


        881(c)(3)(B)
of the Code, or (C) a “controlled foreign corporation”
described in section 881(c)(3)(C) of the Code and (y) duly completed copies
of  Internal Revenue Service 

        Form W-8BEN,
or

    


        (iv)           any
other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States Federal withholding tax duly completed together


    with such
supplementary
documentation as may be prescribed by applicable law to permit the Borrower to
determine the withholding or deduction required to be made.

    


        (f)           Treatment of Certain
Refunds.  If the Administrative Agent, any Lender or the L/C
Issuer has received a refund of any Taxes or Other Taxes as to which it has been


        indemnified
by the Borrower or with espect to
which the Borrower has paid additional amounts pursuant to this Section, it
shall pay to the Borrower an amount equal to such 

        refund (but
only to the extent of indemnity payments made, or additional
amounts paid, by
the Borrower under this Section with respect to the Taxes or Other Taxes giving
rise to such 

        refund), net
of all out-of-pocket expenses of the Administrative Agent, such Lender or the
L/C Issuer, as the case may be, and
without interest (other than any interest paid by the relevant 

        Governmental
Authority with respect to such refund), provided that the
Borrower, upon the request of the Administrative Agent, such Lender or
the L/C
Issuer, agrees to repay the 

        amount paid
over to the Borrower (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to the Administrative Agent, such Lender or
the L/C Issuer 

        in the event
the Administrative Agent, such Lender or the L/C Issuer is required to repay
such refund to such Governmental Authority.  This subsection shall not
be construed to require 

        the
Administrative Agent, any Lender or
the L/C Issuer to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to the Borrower or any


        other
Person.

    


    3.02                      Illegality.

    


    If any
Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund LIBOR Rate Loans, or to determine or
charge interest rates based upon the LIBOR Rate, or any Governmental Authority
has imposed material restrictions after the Closing Date on the authority of
such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
LIBOR Rate Loans or to convert Base Rate Loans to LIBOR Rate Loans shall be
suspended until such Lender notifies the Administrative Agent and the Borrower
that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the Borrower shall, upon demand
from such Lender (with a copy to the Administrative Agent), have the option to
either prepay or, if applicable, convert all LIBOR Rate Loans of such Lender to
Base Rate Loans, either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such LIBOR
Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay
accrued interest on the amount so prepaid or converted.


    
      
        
           

        

         


      

      
        33

        
          

        

      

      
         


      

    


    


    3.03                      Inability to Determine
Rates.

    


    If the
Required Lenders determine that for any reason in connection with any request
for a LIBOR Rate Loan or a conversion to or continuation thereof that
(a) Dollar deposits are not being offered to banks in the LIBOR market for
the applicable amount and Interest Period of such LIBOR Rate Loan, (b) 
adequate and reasonable means do not exist for determining the LIBOR Base Rate
for any requested Interest Period with respect to a proposed LIBOR Rate Loan, or
(c) the LIBOR Base Rate for any requested Interest Period with respect to a
proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the
Lenders of funding such Loan, the Administrative Agent will promptly notify the
Borrower and all Lenders.  Thereafter, the obligation of the Lenders
to make or maintain LIBOR Rate Loans shall be suspended until the Administrative
Agent revokes such notice.  Upon receipt of such notice, the Borrower
may (a) revoke any pending request for a Borrowing, conversion or continuation
of LIBOR Rate Loans or (b) prepay any affected Loans, including accrued
interest.  If the Borrower fails to do (a) or (b) above, the
Borrower’s request will be deemed to have converted into a request for a
Borrowing of Base Rate Loans in the amount specified therein.

    


    3.04                      Increased
Costs.

    


        (a)           Increased Costs
Generally.  If any Change in Law shall:

    


        (i)           impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the 

    account
of, or credit extended or
participated in by, any Lender (except any reserve requirement reflected in the
LIBOR Rate) or the L/C Issuer;

        


        (ii)           subject
any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit or


    any LIBOR
Rate Loan made by  it,
or change the basis of taxation of payments to such Lender or the L/C Issuer in
respect thereof (except for Indemnified Taxes or Other Taxes 

    covered
by Section 3.01
and the imposition of, or any change in the rate
of, any Excluded Tax payable by such Lender or the L/C Issuer); or

    


        (iii)           impose
on any Lender or the L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or LIBOR Rate Loans made


    by such
Lender or any Letter of Credit
or participation therein;

    
 

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to
make any such Loan), or to increase the cost to such Lender or the L/C Issuer of
participating in, issuing or maintaining any Letter of Credit (or of maintaining
its obligation to participate in or to issue any Letter of Credit), or to reduce
the amount of any sum received or receivable by such Lender or the L/C Issuer
hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender or the L/C Issuer, the Borrower will pay to such Lender
or the L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.

    


        (b)           Capital
Requirements.  If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or 

    such
Lender's or the
L/C Issuer's holding company, if any, regarding capital requirements has or
would have the effect of reducing the rate of return on such Lender's or the L/C
Issuer's  


    
      
        
           

        

         


      

      
        34

        
          

        

      

      
         


      

    


        capital or on
the capital of such Lender’s or the L/C Issuer’s
holding company, if any, as a consequence of this Agreement, the Commitments of
such Lender or the Loans made 

        by,
or participations
in Letters of Credit held by,
such Lender, or Letters of Credit issued by the L/C
Issuer to a level below that which such Lender or the L/C Issuer or such


        Lender’s
or the L/C
Issuer’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s or
the L/C
Issuer’s policies and the policies 

        of
such Lender’s
or the L/C Issuer’s holding company with respect o capital
adequacy), then from time to time the Borrower will pay to such Lender or the
L/C Issuer, as the case 

        may be, such
additional amount or amounts as will compensate such Lender or the L/C
Issuer or such Lender’s or the L/C Issuer’s holding company for any such
reduction suffered.

    


        (c)           Certificates for
Reimbursement.  Each Lender or the L/C Issuer that desires
compensation under this Section 3.04 shall
notify the Borrower of the occurrence of the event 

    entitling
such Lender or the L/C Issuer to
compensation pursuant to this Section 3.04 as
promptly as is practicable, and in no event later than one hundred twenty (120)
days 

    after the
date of the occurrence of such event.  Each Lender or the L/C Issuer
shall be
entitled to compensation with respect to such event under this Section 3.04 only for


    compensation
accruing as a result of such event during the period one hundred twenty (120)
days prior to the date such Lender or the
L/C Issuer provides notice to the Borrower 

    pursuant
to the foregoing sentence.  Payment by the Borrower pursuant to this
Section 3.04
shall be made within thirty (30) days from the date such Lender or the L/C
Issuer


    makes
written demand therefore (submitted through the Administrative Agent) which
demand shall be accompanied by a certificate describing in reasonable detail the
basis and 

    calculation
thereof and certifying
further that the method used to calculate such amount is fair and
reasonable.

    


    3.05                      Compensation for
Losses.

    


    Upon
demand of any Lender (with a copy to the Administrative Agent) from time to
time, the Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result
of:

    


        (a)           any
continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such
Loan

     (whether
voluntary, mandatory,
automatic, by reason of acceleration, or otherwise);

    


        (b)           any
failure by the Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base


    Rate Loan
on the date or in the
amount notified by the Borrower; or

    


        (c)           any
assignment of a LIBOR Rate Loan on a day other than the last day of the Interest
Period therefor as a result of a request by the Borrower pursuant to


    Section 10.13 (other
than as a result of a request
by the Borrower to replace a Defaulting Lender);

    


        including any
loss or expense arising from the liquidation or reemployment of funds obtained
by it to maintain such Loan or from fees payable to terminate the deposits from
which such funds 

    were
obtained (but excluding lost
profits).  The Borrower shall also pay any customary administrative
fees charged by such Lender in connection with the foregoing.


    
      
        
           

        

         


      

      
        35

        
          

        

      

      
         


      

    


    


    For
purposes of calculating amounts payable by the Borrower to the Lenders under
this Section
3.05, each Lender shall be deemed to have funded each LIBOR Rate Loan
made by it at the LIBOR Base Rate used in determining the LIBOR Rate for such
Loan by a matching deposit or other borrowing in the LIBOR market for a
comparable amount and for a comparable period, whether or not such LIBOR Rate
Loan was in fact so funded.

    


    3.06                      Mitigation Obligations;
Replacement of Lenders.

    


        (a)           Designation of a Different
Lending Office.  If any Lender requests compensation under
Section 3.04,
or the Borrower is required to pay any additional amount to any Lender,


    the L/C
Issuer or any
Governmental Authority for the account of any Lender or the L/C Issuer pursuant
to Section
3.01, or if any Lender gives a notice pursuant to Section 3.02, then
such 

    Lender or
the L/C Issuer shall, as applicable,  use
reasonable efforts to designate a different Lending Office for funding or
booking its Loans hereunder or to assign its rights and 

    obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such
Lender or the L/C Issuer, such designation or assignment (i) would eliminate or
reduce 

    amounts
payable pursuant to Section 3.01 or 3.04, as the case may
be, in the future, or eliminate the need for the notice pursuant
to Section
3.02, as applicable, and (ii) in each case, 

    would not
subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such
Lender or the L/C Issuer, 

    as the
case may be.  The Borrower hereby agrees to pay all reasonable costs
and expenses incurred by any Lender or the L/C Issuer in connection with any
such designation or assignment.

    


        (b)           Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or if
the Borrower is required to pay any additional amount to any Lender or any


    Governmental
Authority for the account of any
Lender pursuant to Section 3.01, the
Borrower may replace such Lender in accordance with Section
10.13.

    


    3.07                      Survival.

    


    All of
the Borrower’s obligations under this Article III shall
survive termination of the Aggregate Commitments and repayment of all other
Obligations hereunder.

    


    ARTICLE
IV

    


    CONDITIONS
PRECEDENT TO LOANS

    


    4.01                      Conditions to
Closing.

    


    This
Agreement shall be effective as of the Closing Date upon satisfaction of each of
the following conditions precedent:

    


        (a)           Loan
Documents.  Receipt by the Administrative Agent of executed
counterparts of this Agreement and the Notes, each properly executed by a
Responsible Officer 

    and, in
the case of this
Agreement, by each Lender.

    


        (b)           Opinions of Counsel.
Receipt by the Administrative Agent of favorable opinions of legal counsel to
the Borrower, addressed to the Administrative Agent and each 

    Lender,
dated as of the Closing
Date, and in form and substance satisfactory to the Administrative
Agent.


    
      
        
           

        

         


      

      
        36

        
          

        

      

      
         


      

    


    


        (c)           No Material Adverse
Change.  There shall not have occurred a material adverse
change since September 30, 2008 in the business, assets, liabilities


    (actual
or contingent), operations or condition
(financial or otherwise) of the Borrower.

    


        (d)           Resolutions,
Etc.  Receipt by the Administrative Agent of such certificates
of resolutions or other action, incumbency certificates and/or other
certificates of 

    Responsible
Officers of the Borrower as the
Administrative Agent may require evidencing the identity, authority and capacity
of each Responsible Officer thereof 

    authorized
to act as a Responsible Officer in connection with this Agreement and
the other
Loan Documents.

    


        (e)           Closing
Certificate.  Receipt by the Administrative Agent of a
certificate signed by a Responsible Officer certifying that the conditions
specified in 

    Section 4.01(c) and Sections 4.02(a),
(b) and (c) have been
satisfied.

    


        (f)           Fees.  Receipt
by the Administrative Agent and the Lenders of any fees required to be paid on
or before the Closing Date.

    


        (g)          Attorney
Costs.  The Borrower shall have paid all reasonable fees,
charges and disbursements of counsel to the Administrative Agent to the extent
invoiced prior to 

    or on the
Closing Date, plus such
additional amounts of such fees, charges and disbursements as shall constitute
its reasonable estimate of such fees, charges and 

    disbursements
incurred or to be incurred by it through the closing proceedings
(provided that such estimate shall not thereafter preclude a final settling of
accounts between 

    the
Borrower and the Administrative Agent).

    


    4.02                      Conditions to all Credit
Extensions.

    


    The
obligation of each Lender to honor any Request for Credit Extension is subject
to the following conditions precedent:

    


        (a)           The
representations and warranties of the Borrower contained in Article V (other than
Section
5.05(d)) or any other Loan Document, or which are contained in any


    document
furnished at any time
under or in connection herewith or therewith, shall be true and correct on and
as of the date of such Credit Extension, except to the extent that 

    such
representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct as of such earlier
date.

    


        (b)           No
Event of Default shall exist or would result from such proposed Credit Extension
or from the application of the proceeds thereof.

    


        (c)           There
shall not have been commenced against the Borrower an involuntary case under any
applicable Debtor Relief Law, now or hereafter in effect, or any case,


    proceeding
or other action for the
appointment of a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of such Person or for any substantial part


    of its
Property or for the winding up or liquidation of its affairs,
and such
involuntary case or other case, proceeding or other action shall remain
undismissed.

    


        (d)           In
the case of a Borrowing, the Administrative Agent shall have received a Loan
Notice in accordance with the requirements hereof.


    
      
        
           

        

         


      

      
        37

        
          

        

      

      
         


      

    


    


        (e)           In
the case of a L/C Credit Extension:

        


        (i)           the
Administrative Agent and the L/C Issuer shall have received a Letter of Credit
Application or Letter of Credit Transfer Notice in accordance with the


    requirements
hereof; and

    


        (ii)           after
giving effect to such L/C Credit Extension, the aggregate L/C Exposure shall not
exceed the Letter of Credit Sublimit.

    


    Each Request for Credit Extension
submitted by the Borrower shall be deemed to be a representation and warranty
that the conditions specified in Sections 4.02(a),
(b) and (c) have been
satisfied on and as of the date of the applicable Credit Extension.

    


    ARTICLE
V

    


    REPRESENTATIONS
AND WARRANTIES

    


    The
Borrower represents and warrants to the Administrative Agent and the Lenders
that:

    


    5.01                      Existence, Qualification and
Power.

    


    The
Borrower (a) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or use
its assets and carry on its business and (ii) execute, deliver and perform its
obligations under the Loan Documents to which it is a party, and (b) to the
extent applicable to an agency of the United States, is duly qualified and is
licensed and in good standing under the Laws of each jurisdiction where its
ownership, lease, use or operation of properties or the conduct of its business
requires such qualification or license; except in each case referred to in
clause (a)(i) or (b), to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.

    


    5.02                      Authorization; No
Contravention.

    


    The
execution, delivery and performance by the Borrower of each Loan Document have
been duly authorized by all necessary action, and do not (a) conflict with or
result in any breach or contravention of, or the creation of any Lien under, or
require any payment to be made under (i) any Contractual Obligation to which the
Borrower is a party or affecting the Borrower or any of its Properties or (ii)
any order, injunction, writ or decree of any Governmental Authority or any
arbitral award to which the Borrower or its property is subject; or (b) violate
any Law (including, without limitation, the TVA Act and Regulation U or
Regulation X issued by the FRB).

    


    5.03                      Governmental Authorization;
Other Consents.

    


    No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, the Borrower of any Loan Document other than those that
have already been obtained and are in full force and effect.


    
      
        
           

        

         


      

      
        38

        
          

        

      

      
         


      

    


    


    5.04                      Binding
Effect.

    


    Each Loan
Document has been duly executed and delivered by the Borrower.  Each
Loan Document constitutes a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms.

    


    5.05                      Financial Statements; No
Material Adverse Effect.

    


        (a)           The
Annual Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly 

    noted
therein; (ii) fairly present the
financial condition of the Borrower as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP 

    consistently
applied throughout the period covered thereby, except as
otherwise expressly noted therein; and (iii) show all material indebtedness and
other liabilities, direct or 

    contingent,
of the Borrower as of the date thereof, including liabilities for taxes,
commitments and indebtedness.

    


        (b)           The
Interim Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly 

    noted
therein; (ii) fairly present the
financial condition of the Borrower as of the date thereof and their results of
operations for the period covered thereby, subject, in the case of 

    clauses
(i) and (ii), to the absence of footnotes and to normal year-end audit
adjustments; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the 

    Borrower
as of the date thereof, including liabilities for taxes, material commitments
and indebtedness.

    


        (c)           The
financial statements delivered pursuant to Section 6.01(a) and
(b) have been prepared in accordance with GAAP (except as otherwise expressly
noted therein or as may 

    be
permitted under Section 6.01(a) and
(b)) and
present fairly (on the basis disclosed in the footnotes to such financial
statements) the financial condition, results of operations and cash


    flows of
the Borrower as of the dates thereof and for the
periods covered thereby.

    


        (d)           Since
the date of the Annual Financial Statements, there has been no event or
circumstance that has had or could reasonably be expected to have a Material
Adverse Effect.

    


    5.06                      Litigation.

    


    There are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Borrower
after due and diligent investigation, threatened or contemplated, at law, in
equity, in arbitration or before any Governmental Authority, by or against the
Borrower or against any of its or the United States’ properties or revenues that
(a) purport to affect or pertain to this Agreement or any other Loan Document,
or any of the transactions contemplated hereby or (b) are reasonably likely to
be determined adversely and, if determined adversely, could reasonably be
expected to have a Material Adverse Effect.

    


    5.07                      No
Default.

    


    
      	
               
      

            	
              No
      Default has occurred and is
continuing.

            


    


    
      
        
           

        

         


      

      
        39

        
          

        

      

      
         


      

    


    


    5.08                      Ownership of Property;
Liens.

    


    The
Borrower or the United States has good record and marketable title in fee simple
to, valid leasehold interests in, or other right to use, all real property used
in the ordinary conduct of its business, except for such defects in title as
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.  The Property of the Borrower is subject to
no Liens, other than Permitted Liens.

    


    5.09                      Environmental
Compliance.

    


    Except as could not reasonably be
expected to have a Material Adverse Effect:

    


        (a)           Each
of the Facilities and all operations at the Facilities are in compliance with
all applicable Environmental Laws, and there is no violation of any
Environmental Law 

    with
respect to the Facilities or the
Businesses, and there are no conditions relating to the Facilities or the
Businesses that could give rise to liability under any applicable Environmental
Laws.

    


        (b)           The
Borrower has not received any written or verbal notice from any Governmental
Authority of, or inquiry from any Governmental Authority regarding, any


    violation,
alleged violation, non-compliance,
liability or potential liability regarding environmental matters or compliance
with Environmental Laws with regard to any of the 

    Facilities
or the Businesses, nor does any Responsible Officer have knowledge
or reason to believe that any such notice will be received or is being
threatened.

    


    5.10                      Payment of Governmental
Charges.

    


    The
Borrower has paid all federal, state and local material taxes, assessments, fees
and other governmental charges of which it is aware that have been levied or
imposed upon it or its 

    properties,
income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings diligently conducted and for
which 

    adequate
reserves have been provided in accordance with GAAP.

    


    5.11                      ERISA
Compliance.

    


    If the Borrower or any ERISA Affiliate
is subject to ERISA, then:

    


        (a)           Each
Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Internal Revenue Code and other federal or state
Laws.  Each Plan that is 

    intended
to qualify under Section 401(a) of
the Internal Revenue Code has received a favorable determination letter from the
IRS or an application for such a letter is currently being 

    processed
by the IRS with respect thereto and, to the best knowledge of the
Borrower, nothing has occurred which would prevent, or cause the loss of, such
qualification.  The Borrower 

    and each
ERISA Affiliate have made all required contributions to each Plan subject to
Section 412 of  the
Internal Revenue Code, and no application for a funding waiver or an extension


    of any
amortization period pursuant to Section 412 of the Internal Revenue Code has
been made with respect to any Plan.

    


        (b)           There
are no pending or, to the best knowledge of the Borrower, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to
any Plan 

      
        
          
             

          

           


        

        
          40

          
            

          

        

        
           


        

      



        that could be
reasonably expected to have a Material Adverse Effect.  Neither the
Borrower, any ERISA Affiliate nor any fiduciary of any Plan has engaged in a
prohibited transaction 

        under Section
406 of ERISA or
Section 4975 of the Internal Revenue
Code that has resulted or could reasonably be expected to result in a Material
Adverse Effect.

    


        (c)           (i)  No
ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension
Plan has an Unfunded Pension Liability that could reasonably be expected to
result in a 

    Material
Adverse Effect; (iii)
neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects
to incur, a liability under Title IV of ERISA with respect to any Pension Plan


    (other
than premiums due and not delinquent under Section
4007 of ERISA) that could reasonably be expected to result in a Material Adverse
Effect; (iv) neither the Borrower nor 

    any ERISA
Affiliate has incurred, or reasonably expects to incur, a liability (and no
event has
occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such 

    liability)
under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan that
could reasonably be expected to result
in a Material Adverse Effect; and (v) neither the Borrower 

    nor any
ERISA Affiliate has engaged in a transaction that could be subject to Section
4069 or 4212(c) of ERISA.

    


    5.12                      Margin Regulations;
Investment Company Act; Public Utility Holding Company Act.

    


        (a)           The
Borrower is not engaged and will not engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning 

    of
Regulation U issued by the FRB),
or extending credit for the purpose of purchasing or carrying margin
stock.  Following the application of the proceeds of each Borrowing or
drawing 

    under
each Letter of Credit, not more than 25% of the value of the
assets of the Borrower subject to the provisions of Section 7.01 or Section 7.03 or
subject to any restriction 

    contained
in any agreement or instrument between the Borrower and any Lender or any
Affiliate of any Lender
relating to indebtedness and within the scope of Section 8.01(e) will
be

    margin
stock.

    


        (b)           Neither
the Borrower nor any Person Controlling the Borrower (i) is a “holding company,”
or a “subsidiary company” of a “holding company,” or an “affiliate” of a
“holding 

    company”
or of a “subsidiary
company” of a “holding company,” within the meaning of the Public Utility
Holding Company Act of 1935, or (ii) is or is required to be registered as


    an
“investment company” under the Investment Company 

    Act of
1940.

    


    5.13                      Disclosure.

    


    No
written report, financial statement, certificate or other information furnished
by or on behalf of the Borrower to the Administrative Agent or any Lender in
connection with the transactions contemplated hereby and the negotiation of this
Agreement or delivered hereunder or under any other Loan Document (in each case,
as modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, taken as a whole in the light of the circumstances
under which they were made, not misleading; provided that (a)
with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time, (b) nothing in this Agreement shall be deemed to
require the Borrower to provide the Administrative Agent or any Lender projected
financial information, except to the extent such projected financial information
might otherwise be included in Borrower’s annual and interim financial reports
and (c) if such misstatement of fact or omission of a fact relates to a fact
that could not reasonably be expected to have a Material Adverse Effect, then
the Borrower can cure such misstatement or omission by providing modified or
supplemented information.


    
      
        
        

         


      

      
        41

        
          

        

      

      
         


      

    


     

    5.14                      Compliance with
Laws.

    


    The
Borrower is in compliance with the requirements of all Laws and all orders,
writs, injunctions and decrees applicable to it or to its Property, except in
such instances in which (a) such requirement of Law or order, writ, injunction
or decree is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith could not reasonably be
expected to have a Material Adverse Effect.

    


    ARTICLE
VI

    


    AFFIRMATIVE
COVENANTS

    


    So long as any Lender shall have any
Commitment hereunder or any Loan or other Obligation hereunder shall remain
unpaid or unsatisfied or any Letter of Credit shall remain outstanding, the
Borrower shall:

    


    6.01                      Financial
Statements.

    


    Deliver
to the Administrative Agent:

    


        (a)           as
soon as available, but in any event within ninety (90) days after the end of
each fiscal year of the Borrower, a balance sheet of the Borrower as of the end
of such 

    fiscal
year, and the related
statements of income and cash flows for such fiscal year, setting forth in each
case in comparative form the figures for the previous fiscal year, all


    in
reasonable detail and prepared in accordance with GAAP
except as expressly noted therein, audited and accompanied by a report and
opinion of PricewaterhouseCoopers or 

    another
independent certified public accountant of nationally recognized standing
reasonably acceptable to the Administrative Agent, which report and opinion
shall be 

    prepared
in accordance with generally accepted auditing standards and shall not be
subject to any “going concern” or like
qualification or exception or any qualification or 

    exception
as to the scope of such audit; and

    


        (b)           as
soon as available, but in any event within forty-five (45) days after the end of
each of the first three fiscal quarters of each fiscal year of the Borrower, a
balance 

    sheet of
the Borrower as of the end of
such fiscal quarter, and the related statements of income and cash flows for
such fiscal quarter and for the portion of the Borrower’s fiscal 

    year then
ended, setting forth in each case in comparative form the
figures for the corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the 

    previous
fiscal year, all in reasonable detail and certified by a Responsible Officer as
fairly presenting
the financial condition, results of operations and cash flows of the Borrower


    in
accordance with GAAP except as expressly noted therein, subject only to normal
year-end audit adjustments and the
absence of footnotes.

    


    6.02                      Certificates; Other
Information.

    


    Deliver
to the Administrative Agent:


    
      
        
           

        

         


      

      
        42

        
          

        

      

      
         


      

    


    


        (a)           promptly
after delivery thereof to Congress, a copy of each quarterly operational report
to Congress;

    


        (b)           promptly
after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of the Borrower pursuant to the terms of any


    indenture,
loan or credit or similar
agreement and not otherwise required to be furnished to the Lenders pursuant to
Section 6.01 or
any other clause of this Section
6.02;

    


        (c)           promptly,
and in any event within ten (10) Business Days after receipt thereof by the
Borrower, copies of each notice or other correspondence received from the SEC


    (or
comparable agency in any
applicable non-U.S. jurisdiction) concerning any investigation or possible
investigation or other inquiry by such agency regarding financial or other


    operational
results of the Borrower;

    


        (d)           promptly
(and in any event, within five (5) Business Days), (i) notice of any
announcement by Moody’s of any change in the Moody’s Debt Rating or of any


    suspension
or withdrawal
of its rating of the
Borrower’s senior unsecured long-term non-credit enhanced debt and (ii) notice
of any announcement by S&P of any change 

    in the
S&P Debt Rating or of any
suspension or withdrawal of its rating of the
Borrower’s senior unsecured long-term non-credit enhanced debt; and

    


        (e)           promptly,
such additional information regarding the business or financial affairs of the
Borrower, or compliance with the terms of the Loan Documents, as the


    Administrative
Agent or any Lender
(through the Administrative Agent) may from time to time reasonably
request.

    


    Documents
required to be delivered pursuant to Section 6.01(a) or
(b) or Section 6.02(b) may
be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrower posts such documents, or
provides a link thereto on the Borrower’s website on the Internet at the website
address listed on Schedule 10.02; or
(ii) on which such documents are posted on the Borrower’s behalf on an Internet
or intranet website, if any, to which each Lender and the Administrative Agent
have access (whether a commercial, third-party website or whether sponsored by
the Administrative Agent); provided that: (i)
the Borrower shall deliver paper copies of such documents to the Administrative
Agent upon request to the Borrower to deliver such paper copies until a written
request to cease delivering paper copies is given by the Administrative Agent
and (ii) the Borrower shall notify the Administrative Agent (by telecopier or
electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of
such documents.  The Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the
Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such
documents.

    


    6.03                      Notices.

    


        (a)           Promptly
(and in any event, within five (5) Business Days) after obtaining knowledge
thereof, notify the Administrative Agent of the occurrence of any
Default.


    
      
        
           

        

         


      

      
        43

        
          

        

      

      
         


      

    


    


        (b)           Promptly
(and in any event, within five (5) Business Days) after obtaining knowledge
thereof, notify the Administrative Agent of any matter that has resulted or
could 

    reasonably
be expected to result in a
Material Adverse Effect.

    


        (c)           Promptly
(and in any event, within ten (10) Business Days) notify the Administrative
Agent of any material change in accounting policies or financial reporting
practices by 

    the
Borrower.

    


    Each
notice pursuant to this Section 6.03(a)
through (c)
shall be accompanied by a statement of a Responsible Officer setting forth
details of the occurrence referred to therein and stating what action the
Borrower has taken and proposes to take with respect thereto.  Each
notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.

    


    6.04                      Payment of
Obligations.

    


    Pay and
discharge, as the same shall become due and payable, all its applicable federal,
state and local material taxes, assessments, fees and other governmental charges
upon it or its properties, income or assets, unless the same are being contested
in good faith by appropriate proceedings diligently conducted and adequate
reserves in accordance with GAAP are being maintained by the
Borrower.

    


    6.05                      Preservation of Existence,
Etc.

    


        (a)           Preserve,
renew and maintain in full force and effect its legal existence.

    


        (b)           Take
all reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except
to the extent 

    that the
failure to do so could not
reasonably be expected to have a Material Adverse Effect.

    


    6.06                      Maintenance of
Properties.

    


    Maintain,
preserve and protect all of its material properties and equipment necessary in
the judgment of the Borrower in the operation of its business in good working
order and condition, ordinary wear and tear excepted.

    


    6.07                      Maintenance of
Insurance.

    


        (a)           At
any time the Moody’s Debt Rating is Baa1 or lower and the S&P Debt Rating is
BBB+ or lower, maintain in full force and effect insurance (including worker’s


        compensation
insurance, liability insurance,
casualty insurance and business interruption insurance) with financially sound
and reputable insurance companies, in such amounts, with 

        such
deductibles and covering such risks as are customarily carried by
companies engaged in similar businesses and owning similar properties in
localities where the Borrower operates.

    


        (b)           At
any time the Moody’s Debt Rating is higher than Baa1 or the S&P Debt Rating
is higher than BBB+, the Borrower shall maintain in full force and effect
nuclear liability and

         property
insurance in accordance
with applicable Law.


    
      
        
           

        

         


      

      
        44

        
          

        

      

      
         


      

    


    


    6.08                      Compliance with
Laws.

    


    Comply
with the requirements of all Laws (including, without limitation, the TVA Act)
and all orders, writs, injunctions and decrees applicable to it or to its
business or property, except in such instances in which (a) such requirement of
Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply
therewith could not reasonably be expected to have a Material Adverse
Effect.

    


    6.09                      Books and
Records.

    


        (a)           Maintain
proper books of record and account, in which full, true and correct entries in
conformity with GAAP consistently applied, except as otherwise expressly noted


    therein
or in any the Annual Financial
Statements, the Interim Financial Statements and the annual and quarterly
financial statements delivered pursuant to Section 6.01, shall
be made 

    of all
financial transactions and matters involving the assets and
business of the Borrower.

    


        (b)           Maintain
such books of record and account in material conformity with all applicable
requirements of any Governmental Authority having regulatory jurisdiction


    over the
Borrower.

    


    6.10                      Inspection
Rights.

    


    
      	
                  To the
      extent consistent with the Borrower’s safety and security procedures
      (which procedures will be applied to the Administrative Agent and each
      Lender in a manner consistent with the application to other Persons not
      employed by the Borrower), permit representatives and independent
      contractors of the Administrative Agent and each Lender, at the expense of
      the Administrative Agent or such Lender, as the case may be, to visit and
      inspect any of the Borrower’s properties, to examine its corporate,
      financial and operating records, and make copies thereof or abstracts
      therefrom, and to discuss its affairs, finances and accounts with its
      directors, officers, and independent public accountants, at such
      reasonable times during normal business hours not more than once per year,
      upon reasonable advance notice to the Borrower; provided, however, that
      when an Event of Default exists the Administrative Agent or any Lender (or
      any of their respective representatives or independent contractors) may do
      any of the foregoing at the expense of the Borrower at any time during
      normal business hours upon reasonable advance notice to the
      Borrower.

            


    

    


    6.11                      Use of
Proceeds.

    


    Use the
Credit Extensions for general corporate purposes, provided that (i)
$100 million of the Aggregate Commitments shall be reserved solely to provide
funds to the Nuclear Decommissioning Trust and (ii) in no event shall the Credit
Extensions be used in contravention of any Law.


    
      
        
           

        

         


      

      
        45

        
          

        

      

      
         


      

    


    


    ARTICLE
VII

    


    NEGATIVE
COVENANTS

    


    So long as any Lender shall have any
Commitment hereunder or any Loan or other Obligation hereunder shall remain
unpaid or unsatisfied or any Letter of Credit shall remain outstanding, the
Borrower shall not:

    


    7.01                      Liens.

    


    Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the Permitted
Liens.

    


    7.02                      Indebtedness.

    


    Create,
incur, assume or suffer to exist any indebtedness or similar financial
obligation, except for (a) indebtedness permitted under the TVA Act and (b)
indebtedness specifically permitted to be incurred by the Borrower under any
other applicable federal Law.

    


    7.03                      Fundamental Changes;
Subsidiaries.

    


    (a)           Merge,
dissolve, liquidate, consolidate with or into another Person, or sell, lease or
otherwise transfer (whether in one transaction or in a series of transactions)
all or substantially all 

    of its
assets (whether now owned or hereafter acquired) to or in favor of any
Person.

    


    (b)          Form
or acquire any Subsidiary.

    


    7.04                      Change in Nature of
Business.

    


    Engage in
any material line of business substantially different from those lines of
business conducted by the Borrower on the Closing Date or any business
substantially related or incidental thereto.

    


    7.05                      Use of
Proceeds.

    


    Use the
Credit Extensions, whether directly or indirectly, and whether immediately,
incidentally or ultimately, to purchase or carry margin stock (within the
meaning of Regulation U of the FRB) or to extend credit to others for the
purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose.


    
      
        
           

        

         


      

      
        46

        
          

        

      

      
         


      

    


    


    ARTICLE
VIII

    


    EVENTS OF
DEFAULT AND REMEDIES

    


    8.01                      Events of
Default.

    


    Any of
the following shall constitute an Event of Default:

    


        (a)           Non-Payment.  The
Borrower fails to pay (i) when and as required to be paid herein, any amount of
principal of any Loan or any L/C Obligation, including any 

    required
prepayment thereof, or (ii)
within three days after the same becomes due, any interest on any Loan or on any
L/C Obligation, or any fee due hereunder, or (iii) 

    within
five days after the same becomes due, any other amount payable
hereunder or under any other Loan Document; or

    


        (b)           Specific
Covenants.

    


        (i)           The
Borrower fails to perform or observe any term, covenant or agreement contained
in any of Section
6.10 and such failure continues for five (5) Business 

    Days
after notice thereof is
provided to the Borrower by the Administrative Agent; or

    


        (ii)           The
Borrower fails to perform or observe any term, covenant or agreement contained
in any of Section
6.02(d),  6.03(a), 6.03(b), 6.05(a), 6.11 or Article VII;
or

    


        (c)           Other
Defaults.  The Borrower fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan 

    Document
on its part to be performed
or observed and such failure continues for thirty (30) days; or

    


        (d)           Representations and
Warranties.  Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of the Borrower herein, in


    any other
Loan Document, or in any
document delivered in connection herewith or therewith shall be incorrect or
misleading when made or deemed made; or

    


        (e)           Cross-Acceleration to Power
Resolution.

        


        (i)           The
occurrence of an “Event of Default” under, and as defined in, the Power
Resolution with respect to the payment of principal or interest on bonds, notes


    and other
evidences of
indebtedness issued under the Power Resolution that constitute more than five
percent (5%) of the aggregate principal amount of all 

    bonds,
notes and other evidences of indebtedness issued under the Power
Resolution; or

    


        (ii)           The
occurrence of any other “Event of Default” under, and as defined in, the Power
Resolution, the result of which is the acceleration of bonds, notes and


    other
evidences of indebtedness
issued under the Power Resolution that constitute the greater of (A) $1 billion
or (B) more than five percent (5%) of the aggregate 

    principal
amount of all bonds, notes and other evidences of indebtedness issued under the
Power Resolution; or


    
      
        
           

        

         


      

      
        47

        
          

        

      

      
         


      

    


    


        (f)           Insolvency Proceedings,
Etc.  The Borrower institutes or consents to the institution of
any proceeding under any Debtor Relief Law, or makes an assignment for the


    benefit
of creditors; or applies for or
consents to the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer for it or for all or any


    material
part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such 

    Person
and the appointment continues undischarged or unstayed for sixty calendar days;
or any
proceeding under any Debtor Relief Law relating to any such Person or to all


    or any
material part of its property is instituted without the consent of such Person
and continues undismissed or unstayed for sixty
calendar days, or an order for relief is entered 

    in any
such proceeding; or

    


        (g)           Inability to Pay Debts;
Attachment.  (i) The Borrower becomes unable or admits in
writing its inability or fails generally to pay its debts as they become due, or


    (ii) any
writ or warrant of attachment or
execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, 

    vacated
or fully bonded within thirty days after its issue or levy; or

    


        (h)           Judgments.  There
is entered against the Borrower (i) one or more final judgments or orders for
the payment of money in an aggregate amount exceeding the

     Threshold
Amount (to the extent not
covered by independent third-party insurance as to which the insurer does not
dispute coverage), or (ii) any one or more 

    non-monetary
final judgments that have, or could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect and, in either case,
(A) 

    enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B)
there is a period of ten (10)
consecutive days during which a stay of 

    enforcement
of such judgment, by reason of a pending appeal or otherwise, is not in effect;
or

    


        (i)           ERISA.  If
the Borrower or any ERISA Affiliate is subject to ERISA: (i) an ERISA Event
occurs with respect to a Pension Plan or Multiemployer Plan which has


    resulted
or could reasonably be
expected to result in liability of the Borrower under Title IV of ERISA to
the Pension Plan, Multiemployer Plan or the PBGC in an aggregate 

    amount in
excess of the Threshold Amount, or (ii) the Borrower or any ERISA
Affiliate fails to pay when due, after the expiration of any applicable grace
period, any installment 

    payment
with respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan
in an aggregate amount in excess of the Threshold Amount; or

    


        (j)           Invalidity of Loan
Documents.  Any Loan Document, at any time after its execution
and delivery and for any reason other than as expressly permitted hereunder or


    thereunder
or satisfaction in full of all
the Obligations, ceases to be in full force and effect; or the Borrower contests
in any manner the validity or enforceability of any Loan 

    Document;
or the Borrower denies that it has any or further liability or
obligation under any Loan Document, or purports to revoke, terminate or rescind
any Loan Document; or

    


        (k)           Change of
Control.  The United States of America shall fail to own at
least (i) ninety percent (90%) of the equity interests of the Borrower and (ii)
ninety percent 

    (90%) of
the equity interests of the
Borrower entitled to vote for members of the board of directors or equivalent
governing body of the Borrower on a fully diluted basis 

    (it being
understood that as of the Closing Date the Borrower is a wholly owned corporate
agency and instrumentality of the United States of America); or


    
      
        
           

        

         


      

      
        48

        
          

        

      

      
         


      

    


        

        (l)           Debt
Ratings.

    


        (i)           The
Moody’s Debt Rating is lower than A3 and the S&P Debt Rating is lower than
A-; or

    


        (ii)           Moody’s
and S&P suspends or withdraws their rating of the Borrower’s senior
unsecured long-term non-credit enhanced debt.

    


    8.02                      Remedies Upon Event of
Default.

    


    If any
Event of Default occurs and is continuing, the Administrative Agent shall, at
the request of, or may, with the consent of, the Required Lenders, take any or
all of the following actions:

    


        (a)           declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions to be terminated, whereupon such 

    commitments
and obligation shall be
terminated;

    


        (b)           declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under


    any other
Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by 

    the
Borrower;

    


        (c)           require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and

    


        (d)           exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies
available to it, the Lenders and the L/C Issuer under the Loan
Documents;

    


    provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrower under the Bankruptcy Code of the United States, the obligation
of each Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to Cash
Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent or any
Lender.

    


    8.03                      Application of
Funds.

    


    After the
exercise of remedies provided for in Section 8.02 (or
after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 8.02), any amounts received on account of
the Obligations shall be applied by the Administrative Agent in the following
order:


    
      
        
           

        

         


      

      
        49

        
          

        

      

      
         


      

    


    


    First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III) payable
to the Administrative Agent in its capacity as such;

    


    Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal, interest and Letter of Credit Fees) payable to the
Lenders and the L/C Issuer (including fees, charges and disbursements of counsel
to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably
among them in proportion to the amounts described in this clause Second payable to
them;

    


    Third, to payment of
that portion of the Obligations constituting accrued and unpaid Letter of Credit
Fees and interest on the Loans and L/C Borrowings, ratably among the Lenders and
the L/C Issuer in proportion to the respective amounts described in this clause
Third held by
them;

    


    Fourth, to (a)
payment of that portion of the Obligations constituting unpaid principal of the
Loans and L/C Borrowings and (b) Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit,
ratably among the Lenders and the L/C Issuer in proportion to the respective
amounts described in this clause Fourth held by them;
and

    


    Last, the balance, if
any, after all of the Obligations have been paid in full, to the Borrower or as
otherwise required by Law.

    


    Subject to Section 2.03(c), amounts
used to Cash Collateralize the aggregate undrawn amount of Letters of Credit
pursuant to clause Fourth above shall be applied to satisfy drawings under such
Letters of Credit as they occur.  If any amount remains on deposit as
Cash Collateral after all Letters of Credit have either been fully drawn or
expired, such remaining amount shall be applied to the other Obligations, if
any, in the order set forth above.

    


    ARTICLE
IX

    


    ADMINISTRATIVE
AGENT

    


    9.01                      Appointment and
Authority.

    


    Each of
the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to
act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto. The provisions of this Article are solely for the
benefit of the Administrative Agent, the Lenders and the L/C Issuer, and the
Borrower shall not have rights as a third party beneficiary of any of such
provisions.

    


    9.02                      Rights and Obligations as a
Lender.

    


        (a)           The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same 


    
      
        
        

         


      

      
        50

        
          

        

      

      
         


      

    


        as though it
were not theAdministrative Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires,
include the 

        Person
serving as the Administrative Agent
hereunder in its individual
capacity.  Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or 

        in any other
advisory capacity for and
generally engage in any kind of business with the Borrower or any of
its Affiliates as if such Person were not the Administrative Agent 

        hereunder and
without any duty to account therefor to the
Lenders.

    


        (b)           If
the Person serving as the Administrative Agent hereunder is also a Lender, such
Person’s status as Administrative Agent shall not affect such Person’s
obligations 

    as a
Lender (including such Person’s
obligation to fund Loans in its capacity as a Lender).

    


    9.03                      Exculpatory
Provisions.

    


    The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing, the Administrative Agent:

    


        (a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;

    


        (b)           shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby


    or by the
other Loan Documents
that the Administrative Agent is required to exercise as directed in writing by
the Required Lenders (or such other number or percentage of 

    the
Lenders as shall be expressly provided for herein or in the other
Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its


    opinion
or the opinion of its counsel, may expose the Administrative Agent to liability
or that  is
contrary to any Loan Document or applicable law; and

    


        (c)           shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any


    information
relating to the Borrower or any of
its Affiliates that is communicated to or obtained by the Person serving as the
Administrative Agent or any of its Affiliates in 

    any
capacity.

    


    The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and
8.02) or (ii)
in the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until notice describing such Default is given to the Administrative Agent by
the Borrower, any Lender or the L/C Issuer.

    


    The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement instrument or document or (v) the 


    
      
        
           

        

         


      

      
        51

        
          

        

      

      
         


      

    


    satisfaction
of any condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

    


    9.04                      Reliance by Administrative
Agent.

    


    The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person.  The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan or the issuance of a Letter of Credit that by its terms
must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or the L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit.  The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

    


    9.05                      Delegation of
Duties.

    


    The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of this Article shall apply to
any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent.

    


    9.06                      Resignation of
Administrative Agent.

    


    The
Administrative Agent may at any time give notice of its resignation to the
Lenders, the L/C Issuer and the Borrower.  Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an
office in the United States.  If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the Lenders
and the L/C Issuer, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this
Section.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to


    
      
        
           

        

         


      

      
        52

        
          

        

      

      
         


      

    


    and
become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents (if not already discharged therefrom as provided
above in this Section).  The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such
successor.  After the retiring Administrative Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this Article and
Section 10.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

    


    Any
resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as L/C Issuer.  Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, (i)
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer, (ii) the retiring L/C
Issuer shall be discharged from all of its respective duties and obligations
hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer
shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit.

    


    9.07                      Non-Reliance on
Administrative Agent and Other Lenders.

    


    Each
Lender and the L/C Issuer acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender or any of their
Related Parties 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 Lender and the L/C Issuer also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

    


    9.08                      No Other Duties;
Etc.

    


    Anything
herein to the contrary notwithstanding, none of the bookrunners, arrangers,
syndication agents, documentation agents or co-agents shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent, a
Lender or the L/C Issuer hereunder.

    


    9.09                      Administrative Agent May
File Proofs of Claim.

    


    In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Borrower, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:

    


        (a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations
that 

      
        
          
             

          

           


        

        
          53

          
            

          

        

        
           


        

      



        are owing and
uppaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders, the L/C Issuer and the Administrative
Agent 

        (including
any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders, the L/C Issuer and the Administrative
Agent and their 

        respective
agents and counsel and all other amounts due the Lenders, the L/C Issuer
and the
Administrative Agent under Sections 2.03(i) and
(j), 2.08 and 10.04) allowed in
such

         judicial
proceeding; and

    


        (b)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

    


    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and,
in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.08 and
10.04.

    


    Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or the L/C Issuer to
authorize the Administrative Agent to vote in respect of the claim of any Lender
or the L/C Issuer in any such proceeding.

    


    ARTICLE
X

    


    MISCELLANEOUS

    


    10.01                      Amendments,
Etc.

    


    No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by the Borrower therefrom, shall be
effective unless in writing signed by the Required Lenders and the Borrower and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, further,
that

    


    (a)           no
such amendment, waiver or consent shall:

    


    (i)           extend
or increase the Commitment of a Lender (or reinstate any Commitment terminated
pursuant to Section
8.02) without the written consent of such Lender whose Commitment is
being extended or increased (it being understood and agreed that a waiver of any
condition precedent set forth in Section 4.02 or of
any Default or a mandatory reduction in Commitments is not considered an
extension or increase in the Commitment of any Lender);

    


    (ii)           postpone
any date fixed by this Agreement or any other Loan Document for any payment of
principal (excluding mandatory prepayments), interest, fees or other amounts due
to the Lenders (or any of them) or any scheduled or mandatory reduction of the
Commitments hereunder or under any other Loan Document without the handwritten
consent of each Lender entitled to receive such payment or


    
      
        
           

        

         


      

      
        54

        
          

        

      

      
         


      

    


    whose
Commitment is to be reduced;

    


        (iii)           reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (i) of the final proviso to this 

    Section 10.01) any
fees or other amounts
payable hereunder or under any other Loan Document without the written consent
of each Lender entitled to receive 

    such
payment of principal, interest, fees or other amounts; provided,
however, that only
the consent of the Required Lenders shall be necessary to (A) amend


    the
definition of “Default Rate”, (B) to waive any obligation of the Borrower to pay
interest or Letter of Credit Fees at
the Default Rate, (C) to waive the increase 

    in the
Applicable Rate set forth in the last paragraph of the definition of “Applicable
Rate” and (D) to waive the Liquidity Premium for any  Borrowing,


    conversion
or continuation;

    


        (iv)           change
Section 2.12 or
Section 8.03 in
a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each 

    Lender
directly affected thereby;

    


        (v)           change
any provision of this Section 10.01(a) or
the definition of “Required Lenders” without the written consent of each Lender
directly affected 

    thereby;
or

    


        (vi)           release
the Borrower from its obligations under the Loan Documents without the written
consent of each Lender; or

    


        (b)           unless
also signed by the L/C Issuer, no amendment, waiver or consent shall affect the
rights or duties of the L/C Issuer under this Agreement or any Issuer


    Document
relating to any Letter of Credit
issued or to be issued by it; and

    


        (c)           unless
also signed by the Administrative Agent, no amendment, waiver or consent shall
affect the rights or duties of the Administrative Agent under this Agreement


    or any
other Loan Document;

    


    provided, however, that
notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall
have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Commitment of such Lender may not be increased or
extended without the consent of such Lender, (ii) each Lender is entitled
to vote as such Lender sees fit on any bankruptcy reorganization plan that
affects the Loans, and each Lender acknowledges that the provisions of
Section 1126(c) of the Bankruptcy Code of the United States supersedes the
unanimous consent provisions set forth herein and (iii) the Required
Lenders shall determine whether or not to allow the Borrower to use cash
collateral in the context of a bankruptcy or insolvency proceeding and such
determination shall be binding on all of the Lenders.

    


    10.02                      Notices and Other
Communications; Facsimile Copies.

    


        (a)           Notices
Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all 

    notices
and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telcopier 

      
        
          
             

          

           


        

        
          55

          
            

          

        

        
           


        

      



        as follows,
and all notices and other communications expressly permitted hereunder to be
given by telephone shall be made to the applicable telephone number, as
follows:

    


        (i)           if
to the Borrower, the Administrative Agent or the L/C Issuer, to the address,
telecopier number, electronic mail address or telephone number specified for
such 

    Person on
Schedule 10.02;
and

    


        (ii)           if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.

    


    Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient).  Notices delivered through electronic communications to
the extent provided in subsection (b) below, shall be effective as provided in
such subsection (b).

    


        (b)           Electronic
Communications.  Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication 

    (including
e-mail and Internet or
intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that
the foregoing shall not apply to notices to any Lender 

    or the
L/C Issuer pursuant to Article II if such
Lender or the L/C
Issuer, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such

    Article
by electronic communication.  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.

    


    Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website
address therefor.

    


        (c)           Change of Address,
Etc.  Each of the Borrower, the Administrative Agent and the
L/C Issuer may change its address, telecopier or telephone number for notices
and other 

    communications
hereunder by notice to
the other parties hereto.  Each Lender may change its address,
telecopier or telephone number for notices and other communications


    hereunder
by notice to the Borrower, the Administrative Agent and the L/C
Issuer.

    


        (d)           Reliance by Administrative
Agent, L/C Issuer and Lenders. The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any
notices 

    (including
telephonic Loan Notices)
purportedly given by or on behalf of a Responsible Officer of the
Borrower.  All telephonic notices to and other telephonic
communications 

    with the
Administrative Agent may be recorded by the Administrative
Agent, and each of the parties hereto hereby consents to such
recording.


    
      
        
           

        

         


      

      
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    10.03                      No Waiver; Cumulative
Remedies.

    


    No
failure by any Lender, the L/C Issuer or the Administrative Agent to exercise,
and no delay by any such Person in exercising, any right, remedy, power or
privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.

    


    10.04                      Expenses; Indemnity; and
Damage Waiver.

    


        (a)           Costs and
Expenses.  The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, 

    charges
and disbursements of
counsel for the Administrative Agent) in connection with the preparation,
negotiation, execution, delivery and administration of this Agreement and


    the other
Loan Documents or any amendments, modifications or waivers
of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be 

    consummated),
and (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer
in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any 

    demand
for payment thereunder and (iii) all out-of-pocket expenses incurred by the
Administrative Agent, any Lender or the L/C
Issuer (including the reasonable fees, charges and 

    disbursements
of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in
connection with the enforcement or protection of its rights (A) in
connection with this 

    Agreement
and the
other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans or the Letters of Credit, including all such
reasonable 

    out-of-pocket
expenses
incurred during any workout, restructuring or negotiations in respect of the
Loans or the Letters of Credit.

    


        (b)           Indemnification by the
Borrower.  The Borrower shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and the L/C Issuer and each
Related 

    Party of
any of the foregoing Persons
(each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,


    liabilities
and related expenses (including the reasonable fees, charges and
disbursements of any outside counsel for any Indemnitee) incurred by any
Indemnitee or asserted against 

    any
Indemnitee by any third party or by the Borrower arising out of, in connection
with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any


    agreement
or instrument contemplated hereby or thereby, the performance by the parties
hereto of their respective obligations hereunder or
thereunder or the consummation of the 

    transactions
contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the
use or proposed use of the proceeds therefrom (including any refusal by the L/C
Issuer to honor


    a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any 

    actual or
alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower,
or any Environmental Liability related in any way to the 

    Borrower,
or (iv) any actual or prospective claim, litigation, investigation
or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, 

    whether
brought by a third party or by the Borrower, and regardless of whether any
Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, 

    be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and


    
      
        
           

        

         


      

      
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        nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.

    


        (c)           Reimbursement by
Lenders.  To the extent that the Borrower for any reason fails
to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid 

    by them
to the Administrative
Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of
the foregoing, each Lender severally agrees to pay to the Administrative Agent


    (or any
such sub-agent), the L/C Issuer or such
Related Party, as the case may be, such Lender’s Applicable Percentage
(determined as of the time that the applicable unreimbursed expense


    or
indemnity payment is sought) of such unpaid amount, provided that
the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was

    incurred
by or asserted against the Administrative Agent (or any such sub-agent) or the
L/C Issuer in its
capacity as such, or against any Related Party of any of the foregoing acting
for the 

    Administrative
Agent (or any such sub-agent) or the L/C Issuer in connection with such
capacity.  The obligations of the Lenders
under this subsection (c) are subject to the provisions 

    of Section 2.11(d).

    


        (d)           Waiver of Consequential
Damages, Etc.

    


        (i)           To
the fullest extent permitted by applicable law, the Borrower shall not assert,
and the Borrower hereby waives, any claim against any Indemnitee, on any theory


    of
liability, for special,  indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this 

    Agreement,
any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or Letter of Credit 

    or the
use of the proceeds thereof.

    


        (ii)           To
the fullest extent permitted by applicable law, no Indemnitee shall assert, and
each Indemnitee hereby waives, any claim against the Borrower, on any theory of


    liability,
for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement,


    any other
Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan
or Letter of Credit or the use of the 

    proceeds
thereof.

    


        (iii)           Neither
the Borrower nor any Indemnitee shall be liable for any damages arising from the
use by unintended recipients of any information or other materials 

    distributed
by it through
telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents 

    or the
transactions contemplated hereby or thereby.

    


        (e)           Payments.  All
amounts due under this Section shall be payable not later than thirty (30) days
after the Borrower’s receipt of an invoice demanding such payment.

    


        (f)           Survival.  The
agreements in this Section shall survive the resignation of the Administrative
Agent and the L/C Issuer, the replacement of any Lender, the termination of the


        Commitments
and the repayment,
satisfaction or discharge of all the other Obligations.


    
      
        
           

        

         


      

      
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    10.05                      Payments Set
Aside.

    


    To the
extent that any payment by or on behalf of the Borrower is made to the
Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent,
the L/C Issuer or any Lender exercises its right of setoff, and such payment or
the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent, the L/C
Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to
the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the Federal Funds Rate from time to time in
effect.  The obligations of the Lenders and the L/C Issuer under
clause (b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement.

    


    10.06                      Successors and
Assigns.

    


        (a)           Successors and Assigns
Generally.  The provisions of this Agreement and the other Loan
Documents shall be binding upon and inure to the benefit of the parties hereto
and 

        thereto and
their respective
successors and assigns permitted hereby, except that the Borrower may not assign
or otherwise transfer any of its rights or obligations hereunder or thereunder


        without the
prior written consent of  the
Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an


        Eligible
Assignee in accordance with the provisions of subsection (b)
of this
Section, (ii) by way of participation in accordance with the provisions of
subsection (d) of this Section or (iii) by 

        way of pledge
or assignment of a security interest subject to the restrictions of subsection
(f) of this Section
(and any other attempted assignment or transfer by any party hereto shall be
null 

        and void).  Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties
hereto, their respective successors and assigns permitted 

        hereby, Participants
to the extent provided in subsection (d) of this Section and, to the extent
expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the L/C 

        Issuer and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

    


        (b)           Assignments by
Lenders.  Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Agreement and the 

        other Loan
Documents (including all or a
portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations) at the time owing


        to it); provided that (i)
unless an Event of Default has occurred and is
continuing or the assignment is to a Lender or an Affiliate of a Lender or an
Approved Fund with respect to a


        Lender, the
assigning Lender shall have provided ten (10) days advance notice to the
Borrower, (ii) except in the case
of an assignment of the entire remaining amount of the assigning 

        Lender’s
Commitment and the Loans at the time owing to it or in the case of an assignment
to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the 

        aggregate
amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of 

        the Loans of
the assigning Lender subject to each such assignment, determined as of the date
the Assignment and Assumption with respect to such assignment is delivered to
the 

    
      
        
           

        

         


      

      
        59

        
          

        

      

      
         


      

    


        Administrative Agent
or, if "Trade Date" is
specified in the Assignment and Assumption, as of the Trade Date, shall not be
less than $5,000,000 unless each of the Administrative Agent 

        and, so long
as no Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or
delayed); (iii) each 

        partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s Loans and
Commitments, and rights and obligations with respect thereto, 

        assigned;
(iv) any assignment of a Commitment must be approved by the Administrative Agent
and the L/C Issuer (whether or not the proposed assignee
would otherwise qualify as an     

        Eligible
Assignee); and (v) the parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Assumption, together with a
processing and


        recordation
fee of $3,500 and the Eligible Assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative
Questionnaire.  Subject to acceptance and recording 

        thereof by
the Administrative
Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and Assumption, the Eligible 

        Assignee
thereunder shall be a party to this Agreement and, to the
extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender 

        under this
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such
Assignment and Assumption, be released from its obligations under 

        this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease 

        to be a party
hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to
facts and circumstances occurring prior to the effective date 

        of such
assignment).  Upon request, the Borrower (at its expense) shall
execute and deliver a Note to the assignee Lender.  Any assignment or
transfer by a Lender of rights or obligations 

        under this
Agreement that does not
comply with this subsection shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and 

        obligations
in accordance with subsection (d) of this
Section.  The Borrower
reserves the right to propose potential Eligible Assignees and the Lenders agree
to consider, in their 

        sole
discretion, the Borrower’s proposed Eligible Assignees.

    


        (c)           Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent’s Office a copy of each


        Assignment
and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the 

        Loans and L/C
Obligations owing to, each Lender pursuant to the terms hereof from
time to time
(the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, 

        the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as
a Lender hereunder for all purposes of 

        this
Agreement, notwithstanding notice to the contrary.  The Register shall
be available for inspection by the Borrower and any Lender at any reasonable
time and from time 

        to time upon
reasonable prior notice.

    


        (d)           Participations.  Any
Lender may at any time, without the consent of, or notice to, and without cost
or expense to, the Borrower or the Administrative Agent, sell participations


        to any Person
(other than (i) a natural
person, (ii) the Borrower or any of the Borrower’s Affiliates or (iii) any
Person that is primarily in the business of producing or transmitting


        electricity)
(each, a “Participant”) in all
or a portion of such Lender’s rights
and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Loans

        (including
such Lender’s participations in L/C Obligations) owing to it); provided that
(i) such Lender’s obligations
under this Agreement shall remain unchanged, (ii) such Lender 

        shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Bororwer, the Administrative Agent, the other
Lenders and the L/C


    
      
        
           

        

         


      

      
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        L/C Issuer
shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement.  Any
agreement or instrument 

        pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification 

        or waiver of
any provision of this Agreement;
provided that
such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to 

        any
amendment, waiver or other modification described in clauses (i)
through (vi) of
the Section
10.01(a) that affects such Participant.  Subject to subsection
(e) of this Section, the 

        Borrower
agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as
if it were a
Lender and had acquired its interest by 

        assignment
pursuant to subsection (b) of this Section.  To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were


        a Lender,
provided such
Participant agrees to be subject to Section 2.12 as
though it were a Lender.

    


        (e)           Limitation on Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 3.01 or 3.04 than the applicable
Lender would have been 

        entitled to
receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower’s prior written
consent. 

         A
Participant that would be a Foreign Lender if it were a Lender shall
not  be
entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such Participant


        and such
Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as
though it were a
Lender.

    


        (f)           Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to 

        secure
obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided
that no such pledge or assignment shall release such 

        Lender from
any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.

    


        (g)           Electronic Execution of
Assignments.  The words “execution,” “signed,” “signature,” and
words of like import in any Assignment and Assumption shall be deemed to include


    electronic
signatures or the
keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use
of a 

    paper-based
recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce 

    Act, the
New York State Electronic Signatures and Records Act, or any other
similar state laws based on the Uniform Electronic Transactions
Act.

    


        (h)           Resignation as L/C Issuer
after Assignment.  Notwithstanding anything to the contrary
contained herein, if at any time Bank of America assigns all of its Commitments
and 

    Loans
pursuant to subsection (b)
above, Bank of America may, upon thirty days’ notice to the Borrower and the
Lenders, resign as L/C Issuer.  In the event of any such resignation


    as L/C
Issuer, the Borrower shall be entitled to appoint from
among the Lenders a successor L/C Issuer hereunder; provided, however, that no
failure by the Borrower to appoint 

    any such
successor shall affect the resignation of Bank of America as L/C
Issuer.  If Bank of
America resigns as L/C Issuer, it shall retain all the rights, powers,
privileges and 

    duties of
the L/C Issuer hereunder with respect to all Letters of Credit and all L/C
Obligations with respect thereto (including the right to
require the Lenders to make Base Rate

    Loans or
fund risk participations in Unreimbursed Amounts pursuant to Section
2.03(c)).  Upon the appointment of a successor L/C Issuer, (1)
such successor shall succeed to


    
      
        
           

        

         


      

      
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        and become
vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuer and (2) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters 

        of Credit,
if any,
outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of
America with 

        respect to
such Letters of Credit.

    


    10.07                      Treatment of Certain
Information; Confidentiality.

    


    Each of
the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective
partners, directors, officers, employees, agents, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto (such other party
acknowledges that it is subject to the confidentiality obligations hereunder
with respect to such Information), (e) in connection with the exercise of any
remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the
Borrower.

    


    For
purposes of this Section, “Information” means
all information received from the Borrower relating to the Borrower or any of
its businesses, other than any such information that is available to the
Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis
prior to disclosure by the Borrower, provided that, in the
case of information received from the Borrower after the date hereof, such
information is clearly identified at the time of delivery as
confidential.

    


    10.08                      Set-off.

    


    If an
Event of Default shall have occurred and be continuing, each Lender, the L/C
Issuer and each of their respective Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by applicable law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C
Issuer or any such Affiliate to or for the credit or the account of the Borrower
against any and all of the obligations of the Borrower now or hereafter existing
under this Agreement or any other Loan Document to such Lender or the L/C
Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have
made any demand under this Agreement or any other Loan Document and although
such obligations of the Borrower are owed to a branch or office of such Lender
or the L/C Issuer different from the branch or office holding such deposit or
obligated on such indebtedness.  The rights of each Lender, the L/C
Issuer and their respective Affiliates under this Section are
in


    
      
        
           

        

         


      

      
        62

        
          

        

      

      
         


      

    


    addition
to other rights and remedies (including other rights of setoff) that such
Lender, the L/C Issuer or their respective Affiliates may have.  Each
Lender and the L/C Issuer agrees to notify the Borrower and the Administrative
Agent promptly after any such setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.

    


    10.09                      Interest Rate
Limitation.

    


    Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Law (the “Maximum
Rate”).  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower.  In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.

    


    10.10                      Counterparts; Integration;
Effectiveness.

    


    This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof.  Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by a
Responsible Officer and the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof that, when taken together, bear
the signatures of each of the other parties hereto.  Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this
Agreement.

    


    10.11                      Survival of Representations
and Warranties.

    


    All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and
thereof.  Such representations and warranties have been or will be
relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.

    


    10.12                      Severability.

    


    If any
provision of this Agreement or the other Loan Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the Loan


    
      
        
           

        

         


      

      
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    Documents
shall not be affected or impaired thereby and (b) the parties shall endeavor in
good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the illegal, invalid or unenforceable
provisions.  The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

    


    10.13                      Replacement of
Lenders.

    


    If any
Lender requests compensation under Section 3.04, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, or if
any Lender is a Defaulting Lender, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in, and consents required by, Section 10.06), all
of its interests, rights and obligations under this Agreement and the related
Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided
that:

    


    (a)           the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section
10.06(b);

    


    (b)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from
the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts);

    


    (c)           in
the case of any such assignment resulting from a claim for compensation under
Section 3.04 or
payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments
thereafter; and

    


    (d)           such
assignment does not conflict with applicable Laws.

    


    A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to
apply.

    


    10.14                      Termination of Existing Fall
Maturity Credit Facility.

    


    This
Credit Agreement replaces the Fall Maturity Credit Agreement dated as of May 17,
2006 (as amended from time to time, the “Existing Credit
Agreement”) among Borrower, the lenders identified therein and the
Administrative Agent.  All "Commitments" under, and as defined in, the
Existing Credit Agreement are permanently terminated on the date of this Credit
Agreement.

    


    10.15                      Governing Law; Jurisdiction;
Etc.

    


    (a)           GOVERNING
LAW.  EXCEPT FOR THOSE SECTIONS THAT SPECIFICALLY REFERENCE A
FEDERAL STATUTE OR REGULATION, THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TENNESSEE.  THE
FOREGOING NOTWITHSTANDING, TO THE EXTENT THE FOLLOWING DEFENSES WOULD BE
AVAILABLE TO THE BORROWER UNTIL


    
      
        
           

        

         


      

      
        64

        
          

        

      

      
         


      

    


    FEDERAL
LAW, THEN SUCH DEFENSES SHALL BE AVAILABLE TO THE BORROWER IN CONNECTION WITH
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS: (i) NON-LIABILITY FOR PUNITIVE
DAMAGES, (ii) EXEMPTION FROM ANTI-TRUST LAWS, (iii) THE BORROWER CANNOT BE
CONTRACTUALLY BOUND BY REPRESENTATION OF AN EMPLOYEE MADE WITHOUT ACTUAL
AUTHORITY, (iv) PRESUMPTION THAT GOVERNMENT OFFICIALS HAVE ACTED IN GOOD FAITH
AND (v) LIMITATION ON THE APPLICATION OF THE DOCTRINE OF EQUITABLE ESTOPPEL TO
THE GOVERNMENT.

    


    (b)           SUBMISSION TO
JURISDICTION.  EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE
JURISDCTION OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF
TENNESSEE OR ANY APPELLATE COURT TAKING APPEALS THEREFROM FOR ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT.  EACH OF
THE PARTIES HERETO AGREES 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.

    


    (c)           WAIVER OF
VENUE.  EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN THE
COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

    


    (d)           SERVICE OF
PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

    


    10.16                      Waiver of Right to Trial by
Jury.

    


    EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


    
      
        
           

        

         


      

      
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    10.17                      USA PATRIOT Act
Notice.

    


    Each
Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) 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 Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the
Act.   The Borrower shall, promptly following a request by the
Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender requests in order to
comply with its ongoing obligations under applicable “know your customer” and
anti-money laundering rules and regulations, including the Act.

    


    10.18                      Statement of Borrower
regarding the Bankruptcy Code of the United
States.

    


    The
Borrower takes the position that as a government agency the Borrower cannot be a
“debtor” under the Bankruptcy Code of the United States. The agreement of the
Borrower to include the Bankruptcy Code of the United States in the definition
of “Debtor Relief Laws” is not to be interpreted as a recognition,
acknowledgment or agreement by the Borrower of a contrary position.

    


    10.19                      No Advisory or Fiduciary
Responsibility.

    


    In
connection with all aspects of each transaction contemplated hereby (including
in connection with any amendment, waiver or other modification hereof or of any
other Loan Document), the Borrower acknowledges and agrees, and acknowledges its
Affiliates’ understanding, that: (i) (A) the services regarding this Agreement
provided by the Administrative Agent are arm’s-length commercial transactions
between the Borrower and its Affiliates, on the one hand, and the Administrative
Agent, on the other hand, (B) the Borrower has consulted its own legal,
accounting, regulatory and tax advisors to the extent it has deemed appropriate,
and (C) the Borrower is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the
other Loan Documents; (ii) (A) the Administrative Agent is and has been acting
solely as a principal and, except as expressly agreed in writing by the relevant
parties, has not been, is not, and will not be acting as an advisor, agent or
fiduciary for the Borrower or any of its Affiliates, or any other Person and (B)
the Administrative Agent has no obligation to the Borrower or any of its
Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; and
(iii) the Administrative Agent and its Affiliates may be engaged in a broad
range of transactions that involve interests that differ from those of the
Borrower and its Affiliates, and the Administrative Agent has no obligation to
disclose any of such interests to the Borrower and its Affiliates.  To
the fullest extent permitted by Law, the Borrower hereby waives and releases any
claims that it may have against the Administrative Agent with respect to any
breach or alleged breach of agency or fiduciary duty in connection with any
aspect of any transaction contemplated hereby.

    


    10.20                      TVA Related
Provisions.

    


    In
connection with this Agreement each Lender agrees to comply with (i) the
Affirmative Action for Disabled Veterans and Veterans of the Vietnam-Era clause,
41 C.F.R. § 60-250.4, (ii) the 

      
        
          
             

          

           


        

        
          66

          
            

          

        

        
           


        

      



    Affirmative
Action for Handicapped Workers clause, 41 C.F.R. § 60-741.4, (iii) the Equal
Opportunity clause, 41 C.F.R. § 60-1.4, and all amendments to these clauses and
all applicable regulations,

    rules,
and
orders issued thereunder. Each Lender that executes this Agreement, and each
Lender that becomes a party to this Agreement by execution of an Assignment and
Assumption, agrees 

    that upon
its
execution of this Agreement or such Assignment and Assumption, as applicable, it
shall be deemed to have executed the Certification for Contracts, Grants, Loans,
and Cooperative 

    Agreements
attached
hereto Exhibit
10.20.

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Fall Maturity Credit
Agreement to be duly executed as of the date first above written.

    


    BORROWER:                                           TENNESSEE
VALLEY AUTHORITY

    


    By:           /s/ John M.
Hoskins                                           

    Name:                      John
M. Hoskins

    Title:                      Senior
Vice President and Treasurer

    


    ADMINISTRATIVE

    AGENT:                                BANK
OF AMERICA, N.A., as Administrative Agent

    


    By:           /s/ John M. Hall                                           

    Name:                      John
M. Hall

    Title:                      Senior
Vice President

    


    LENDER:                                BANK
OF AMERICA, N.A., as a Lender

    


    By:           /s/ John M. Hall                                           

    Name:                      John
M. Hall

    Title:                      Senior
Vice President


    
      
        
           

        

         


      

      
        67

        
          

        

      

      
         


      

    


    Exhibit 2.02

    


    FORM OF
LOAN NOTICE

    


    Date:  ___________,
_____

    


    To:           Bank
of America, N.A., as Administrative Agent

    


    
      	
              Re:

            	
              Fall
      Maturity Credit Agreement (as amended, modified and supplemented from time
      to time, the "Credit
      Agreement") dated as of March 26, 2009 among Tennessee Valley
      Authority, a wholly owned corporate agency and instrumentality of the
      United States of America (the "Borrower"), the
      Lenders from time to time party thereto and Bank of America, N.A., as a
      Lender and as Administrative Agent.  Capitalized terms used but
      not otherwise defined herein have the meanings provided in the Credit
      Agreement.

            


    

    


    Ladies
and Gentlemen:

    


    The
undersigned hereby requests (select one):

    


      A
Borrowing of Loans

    


      A
conversion or continuation of Loans

    


    1.           On __________ 
(a Business Day).

    


    2.           In
the amount of
$ __________                                                   .

    


    3.           Comprised
of  __________                                         .

    [Type of Loan requested]

    


    4.           For
LIBOR Rate Loans:  with an Interest Period
of  __________  months.

    


    With
respect to any Borrowing or conversion or continuation requested herein, the
undersigned Borrower hereby represents and warrants that (i) in the case of a
Borrowing of Loans, such request complies with the requirements of the proviso
to the first sentence of Section 2.01 of
the Credit Agreement and (ii) each of the conditions set forth in Section 5.02 of the
Credit Agreement have been satisfied on and as of the date of such Borrowing or
such conversion or continuation.

    


    TENNESSEE
VALLEY AUTHORITY

    


    By:                                                      

    Name:

    Title:


    
      
        
           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit 2.10

    


    FORM OF
NOTE

    


    March
26, 2009

    


    FOR VALUE
RECEIVED, TENNESSEE VALLEY AUTHORITY, a wholly owned corporate agency and
instrumentality of the United States of America (the "Borrower"), hereby
promises to pay to _____________________ or registered assigns (the "Lender"), in
accordance with the provisions of the Credit Agreement (as hereinafter defined),
the principal amount of each Loan from time to time made by the Lender to the
Borrower under the Fall Maturity Credit Agreement, dated as of March 26, 2009 (as amended, modified
and supplemented from time to time, the "Credit Agreement")
among the Borrower, the Lenders from time to time party thereto and Bank of
America, N.A., as a Lender and as Administrative Agent.

    


    The
Borrower promises to pay interest on the unpaid principal amount of each Loan
from the date of such Loan until such principal amount is paid in full, at such
interest rates and at such times as provided in the Credit
Agreement.  All payments of principal and interest shall be made to
the Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office.  If any amount
is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Credit Agreement.

    


    This Note
is one of the Notes referred to in the Credit Agreement, is entitled to the
benefits thereof and may be prepaid in whole or in part subject to the terms and
conditions provided therein.  Upon the occurrence and continuation of
one or more of the Events of Default specified in the Credit Agreement, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable all as provided in the Credit
Agreement.  Loans made by the Lender shall be evidenced by one or more
loan accounts or records maintained by the Lender in the ordinary course of
business. The Lender may also attach schedules to this Note and endorse thereon
the date, amount and maturity of its Loans and payments with respect
thereto.

    


    The
Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Note.

    


    THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TENNESSEE.

    


    IN
WITNESS WHEREOF, the undersigned has executed this Note as of the date set forth
above.

    


    TENNESSEE VALLEY
AUTHORITY

    


    By:                                                      

    Name:

    Title:


    
      
        
           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit 10.07

    


    FORM OF
ASSIGNMENT AND ASSUMPTION

    


    This Assignment and Assumption (this
"Assignment and
Assumption") is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor] (the "Assignor") and
[Insert name of Assignee] (the "Assignee").  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the "Credit Agreement"),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

    


    For an agreed consideration, the
Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee
hereby irrevocably purchases and assumes from the Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Administrative Agent as contemplated below
(i) all of the Assignor's rights and obligations as a Lender under the Credit
Agreement and any other documents or instruments delivered pursuant thereto to
the extent related to the amount and percentage interest identified below of all
of such outstanding rights and obligations of the Assignor under the respective
facilities identified below and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of
the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as, the "Assigned
Interest").  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

    


    1.           Assignor:                                    ______________________________

    


    2.           Assignee:                                    ______________________________

         [and is an
Affiliate/Approved Fund of [identify Lender]1]

    


    3.           Borrower:                                   
 Tennessee Valley Authority

        


    4.           Agent:                                         
Bank of America, N.A., as the administrative agent

     

    
      5.           Credit
Agreement                      
 Fall
Maturity Credit Agreement dated as of March 26, 2009 among Borrower, the Lenders
parties thereto and Bank of America, N.A., as Administrative
Agent

    

    
      
      

    

    

      

    

      
      1 Select
as applicable.

       

    


    
      
        
           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    


    6.           
Assigned
Interest:                                           ­­­­­­­­­­­­­­­­­­­­­­­­

    


    
      	
              Aggregate
      Amount of Commitment/Loans for all Lenders

            	
              Amount
      of Commitment/

              Loans
      Assigned

            	
              Percentage
      Assigned of Commitment/Loans

            
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    [7.           Trade
Date:                                           ______________]

    


    Effective
Date:   _____________ ___, 20___ [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]

    


    The terms
set forth in this Assignment and Assumption are hereby agreed to:

    


    ASSIGNOR

    [NAME OF ASSIGNOR]

    


    By:                                                      

    Name:

    Title:

    


    ASSIGNEE

    [NAME OF ASSIGNEE]

    


    By:                                                      

    Name:

    Title:


    
      
        
           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    


    [Consented
to and]2 Accepted:

    


    BANK OF
AMERICA, N.A., as Administrative Agent

    


    By:                                                      

    Name:

    Title:

    


    [Consented
to:]3

    


    [BANK OF
AMERICA, N.A., as L/C Issuer]

    


    By:                                                      

    Name:

    Title:

    


    TENNESSEE
VALLEY AUTHORITY

    


    By:                                                      

    Name:

    Title:

    

      

    

      
      2 To be
added only if the consent of the Administrative Agent is required by the terms
of the Credit Agreement.

       

    

      
      3 To be
added only if the consent of the Borrower and/or other parties (e.g. L/C Issuer)
is required by the terms of the Credit Agreement.

       

    


    
      
        
        

         


      

      
        
        

        
          

        

      

      
         


      

    


    ANNEX
1

    


                                                                                      
STANDARD TERMS AND CONDITIONS FOR

    ASSIGNMENT
AND ASSUMPTION

    


    1.  Representations and
Warranties.

    


    1.1.  Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.

    


    1.2.  Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it meets all requirements of an
Eligible Assignee under the Credit Agreement (subject to receipt of such
consents as may be required under the Credit Agreement), (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Lender, and (v) if it is a Foreign Lender, attached hereto is any
documentation required to be delivered by it pursuant to the terms of the Credit
Agreement, duly completed and executed by the Assignee; and (b) agrees that (i)
it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, 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 action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.

    


    2.   Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.

    


    3.  General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and
assigns.  This Assignment and Assumption may be executed in any number
of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of
Tennessee.


    
      
        
        

         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
10.20

    


    Certification
for Contracts, Grants, Loans, and Cooperative Agreements

    


    The
undersigned certifies, to the best of his or her knowledge and belief,
that:

    


    (1)  No
federal appropriated funds have been paid or will be paid by or on behalf of the
undersigned to any person for influencing or attempting to influence an officer
or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with the awarding
of any federal contract, the making of any federal grant, the making of any
federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any federal contract,
grant, loan, or cooperative agreement.

    


    (2)  If
any funds other than federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee
of any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with this federal contract,
grant, loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form-LLL, "Disclosure of Lobbying Activities," in accordance with its
instructions.

    


    (3)  The
undersigned shall require that the language of this certification be included in
the award documents for all subawards at all tiers (including subcontracts,
subgrants, and contracts under grants, loans, and cooperative agreements) and
that all subrecipients shall certify and disclose accordingly.

    


    This
certification is a material representation of fact upon which reliance was
placed when this transaction was made or entered into.  Submission of
this certification is a prerequisite for making or entering into this
transaction imposed by 31 U.S.C. l352.  Any person who fails
to file the required certification shall be subject to a civil penalty of not
less than $10,000 and not more than $100,000 for each such failure.

    


     

     

    74