Exhibit 10.19
  This
Buy-Back Agreement has been filed to provide investors with information
regarding its terms.  It is not intended to provide any other factual
information about the Tennessee Valley Authority.  The representations
and warranties of the parties in this Buy-Back Agreement were made to, and
solely for the benefit of, the other parties to this Buy-Back
Agreement.  The assertions embodied in the representations and
warranties may be qualified by information included in schedules, exhibits, or
other materials exchanged by the parties that may modify or create exceptions to
the representations and warranties.  Accordingly, investors should not
rely on the representations and warranties as characterizations of the actual
state of facts at the time they were made or otherwise.
  
  
 EXECUTION
COPY
  
  
  
  
  
  
  BUY-BACK
ARRANGEMENTS
  (Including
Loan Purchase)
  DATED
AS OF SEPTEMBER 30, 2008
  by
and among
  JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION,
 as
Administrative Agent, Lead Arranger and a Lender,
  the
other Lenders referred to herein,
  and
  TENNESSEE
VALLEY AUTHORITY
  
  
  
  
  8017069.8
  TABLE OF
CONTENTS
  
  SECTION
      1 DEFINITIONS
              21.1
              Certain
      Defined Terms
              21.2
              Other
      Interpretive Provisions
              3
 
  SECTION
      2 BUY-BACK ARRANGEMENTS INCLUDING PURCHASE OF THE LOAN
              42.1
              Notice
      of Default
              42.2
              Buy-Back
      Arrangements
              42.3
              Purchase
      of the Loan
              42.4
              Closing
      and Escrow of Transfer Documents
              52.5
              Escrow
      of Notes
              6
 
  SECTION
      3 REPRESENTATIONS AND WARRANTIES
              63.1
              Representations
      and Warranties of the Administrative Agent and Lenders
              63.2
              Representations
      and Warranties of TVA
              7
 
  SECTION
      4 ONGOING REPORTING COVENANT; LOAN PURCHASE COVENANT
              84.1
              TVA
      Financial Reporting
              84.2
              Consummation
      of Loan Purchase
              8
 
  
   8017069.8
  SECTION
      5 OBLIGATIONS
              85.1
              Modification
      of the Loan
              85.2
              Direct
      Proceeding Against TVA
              95.3
              Security
              95.4
              Cumulative
      Rights
              95.5
              Continuing
      Obligation
              9
 
  SECTION
      6 MISCELLANEOUS
              96.1
              Survival
      of Agreement
              96.2
              Expenses
              96.3
              Amendments
      and Waivers
              96.4
              Notices
              96.5
              Severability
              106.6
              Governing
      Law
              106.7
              Successors
      and Assigns
              106.8
              Construction
              106.9
              Remedies
              116.10
              Consent
      to Jurisdiction and Service of Process
              116.11
              Waiver
      of Jury Trial
              116.12
              Survival
      of Warranties and Agreement
              126.13
              Entire
      Agreement
              126.14
              Counterparts;
      Effectiveness
              126.15
              Waiver
              12
  8017069.8
  SECTION
      7
              5
 
  ESCROW
              57.1
              Appointment
      of Escrow Agent
              57.2
              Delivery
      of Escrow Documents to Escrow Agent
              5
 
  SECTION
      8
              6
 
 RELEASE OF ESCROW DOCUMENTS; TERM OF
      AGREEMENT
              68.1
              Loan
      Purchase Documents
              68.2
              Buy-Back
      Documents
              68.3
              Consummation
      of Loan Purchase Condition Precedent to Consummation of
      Buy-Back
              68.4
              Termination
      of Escrow
              6
 
  SECTION
      9
              6THE
      ESCROW AGENT
              69.1
              Escrow
      Agent
              69.2
              Indemnification
              79.3
              Resignation
      of Escrow Agent
              79.4
              Receipt
              89.5
              Fees
              8
  8017069.8
  SECTION
      10
              8MISCELLANEOUS10.1
              Notices
              810.2
              Exhibits
              1010.3
              Assignment;
      Successors in Interest
              1010.4
              Number;
      Gender
              1010.5
              Captions
              1010.6
              Controlling
      Law; Amendment
              1010.7
              Consent
      to Jurisdiction
              1010.8
              Severability
              1110.9
              Counterparts
              1110.10
              Waiver
              1110.11
              Integration
              1110.12
              Force
      Majeure
              1210.13
              Security
      Procedures
              1210.14
              Patriot
      Act Disclosure
              12
 
  
   
   8017069.8
  
  EXHIBITS
  EXHIBIT
      A
              Form
      of Assignment and Assumption AgreementEXHIBIT
      B
              Form
      of Loan Purchase NoticeEXHIBIT
      C
              Form
      of Assignment of Collateral Assignment AgreementEXHIBIT
      D
              Form
      of Escrow AgreementEXHIBIT
      E
              Form
      of AllongeEXHIBIT
      F
              Form
      of UCC-3 AssignmentEXHIBIT
      G
              How
      to Find TVA’s Annual and Quarterly ReportsEXHIBIT
      H
              Form
      of Purchase Price Notice
 
 
  
   8017069.8
  
  INDEX
OF DEFINED TERMS
   Capitalized
terms used and not otherwise defined herein shall have the meanings given to
them in the Credit Agreement.
  Defined Term
              Defined in
      SectionAdministrative
      Agent
              PreambleBorrower
              PreambleBuy-Back
      Option
              §
      2.2Default
      Date
              §
      1.1Loan
      Purchase Notice
              §
      1.1Escrow
      Agent
              §
      1.1Escrow
      Agreement
              §
      1.1Exchange
      Act
              §
      1.1Generating
      Facility
              RecitalsGuarantor
              PreambleJOA
              RecitalsLease
              RecitalsLeased
      Premises
              RecitalsLender
      Indemnitees
              §
      1.1Lenders
              PreambleLoan
              RecitalsLoan
      Claims
              §
      1.1Loan
      Indebtedness
              §
      1.1Loan
      Purchase
              §
      1.1Loan
      Purchase Obligation
              RecitalsLoan
      Rights
              §
      1.1Purchase
      Price
              §
      1.1Reserved
      Indemnity Rights
              §
      1.1SEC
              §
      1.1Statement
              §
      1.1Supplement
      1
              RecitalsTransfer
      Documents
              §
      1.1TVA
              PreambleTVA
      Act
              §
      1.1
 
  8017069.8
  
  BUY-BACK
ARRANGEMENTS (Including Loan Purchase)
   
   This
AGREEMENT
is entered into as of September 30, 2008, by and among (i) JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the
“Administrative
Agent”), Lead Arranger and a Lender, (ii) such other Lenders as may from
time to time become a party to this Agreement (collectively, with the
Administrative Agent, the “Lenders”),
and (iii) the TENNESSEE VALLEY
AUTHORITY (“TVA”),
a corporate agency and instrumentality of the United States Government created
and existing under and by virtue of the Tennessee Valley Authority Act of 1933,
as
amended, 16 U.S.C. §§ 831-831ee (2006).  Capitalized terms
used and not otherwise defined herein shall have the meanings given to them in
that certain Credit Agreement (the “Credit
Agreement”), dated as of even date herewith, by and among Seven States
Southaven LLC (the “Borrower”),
Seven States Power Corporation (the “Guarantor”),
the Administrative Agent, and the Lenders.
   R E C I T A L S:
   WHEREAS, TVA
holds in the name of the United States the Southhaven Power Plant, an 810
megawatt (nominal) gas-fired combined cycle electric generating facility located
in DeSoto County, Mississippi, including all equipment, buildings, structures,
fixtures, and other improvements (the “Generating
Facility”) and said Generating Facility was acquired by TVA subject to
the Guarantor option to purchase described below; and
   WHEREAS, TVA and
Guarantor have entered into a Joint Ownership Agreement dated April 30, 2008,
numbered as TVA Contract No. 00069956, as amended (the “JOA”),
by which Guarantor or Borrower (as Guarantor’s designee) has an option to
purchase between a fifty percent (50%) and ninety percent (90%) ownership
interest in the Generating Facility; and
   WHEREAS,Borrower wishes to borrow funds from Lenders to purchase an ownership
interest in the Generating Facility; and
   WHEREAS,under
the JOA, TVA, Guarantor, Borrower, and Lenders may exercise Buy-Back
Arrangements pursuant to which TVA would reacquire Borrower’s ownership interest
in the Generating Facility under terms, conditions, and circumstances as defined
in the JOA and as defined in the lease agreement of even date herewith, entered
into between TVA and Borrower (the “Lease”);
and
   WHEREAS, under
the Lease TVA leases and operates all of Borrower’s right, title, and interest
in the Generating Facility (the “Leased
Premises”); and
   WHEREAS,pursuant to the Credit Agreement, the Lenders have agreed to extend a
term loan and to provide for the extension of two incremental term loans
(collectively, the “Loan”)
to the Borrower upon the condition that, in accordance with the Buy-Back
Arrangements in Section 5 of the JOA as amended by Supplement No. 1 thereto, TVA
agrees, as provided herein, to buy
   8017069.8
  
  the
Loan at par upon the election of the Administrative Agent upon any exercise of a
Buy-Back Option in any circumstance permitted under the JOA, including an Event
of Default under the Credit Agreement or other Loan Documents; and
   WHEREAS,this
Agreement is required by Section 5 of the JOA; and
   WHEREAS, the
execution and delivery of this Agreement is a condition precedent to the
Loan;
   NOW THEREFORE,in consideration of the premises and the agreements, provisions, and
covenants herein contained, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
   SECTION
1
   DEFINITIONS
   1.1Certain
Defined Terms.
  The
terms defined below are used in this Agreement as so defined, as are the terms
defined in the preamble and recitals to this Agreement:
  “Default Date”
means the date on which any one or more Events of Defaults occurs under the
Credit Agreement or any one or more of the other Loan
Documents.
  “Escrow Agent”
means the third-party agent set forth in the Escrow Agreement to hold the
Transfer Documents in escrow pursuant to the terms thereof.
  “Escrow
Agreement” means that certain Escrow Agreement, dated as of even date
herewith, among TVA, the Administrative Agent, the Borrower, the Lenders, and
the Escrow Agent, the form of which is attached hereto as Exhibit
D.
  “Exchange Act”
means the Securities Exchange Act of 1934.
  “Loan Claims”meansall
claims, suits, causes of action, and any other right of any Lender against any
person, whether known or unknown, arising under or in connection with the Loan
Documents 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 assigned pursuant to this Agreement.
  “Loan
Indebtedness” means the unpaid outstanding principal amount of the Loan;
accrued and unpaid interest, including default interest but only to the extent
TVA receives notice of default pursuant to Section 2.1 below, or comparable
notice of default from Borrower; and all other amounts due in connection with
the Loan, including break-funding charges, if any, owed to the Administrative
Agent or any Lender under the Credit Agreement or under any of the other Loan
Documents.
   8017069.8
  
  “Loan Purchase”
means the sale by each of the Lenders and the purchase by TVA of all of the Loan
Rights of each of the Lenders pursuant to Section
2 of this Agreement.
  “Loan Purchase Notice”means a notice delivered by the Administrative Agent in the form of Exhibit
B to each of the Borrower, TVA, and the Escrow Agent to trigger the
obligation of TVA to consummate the Loan Purchase.
  “Loan Rights”
means all rights of each and every Lender and their assignees, transferees, and
successors in interest under the Credit Agreement and the Loan Documents,
including, without limitation, the rights to payment of the Loan Indebtedness
and all other obligations and indebtedness owed by Borrower under such
agreements, but expressly excluding the Reserved Indemnity Rights, which shall
not be transferred to TVA but shall be retained by the Administrative Agent and
the Lenders.
  “Purchase Price”
means the aggregate price to be paid by TVA for all of the Loan Rights and shall
equal the Loan Indebtedness on the date of the Loan
Purchase.
  “Purchase Price
Notice” means a notice delivered by the Administrative Agent in the form
of Exhibit
H to TVA to evidence the Purchase Price to be paid by TVA to the
Administrative Agent for the benefit of the Lenders at the closing of a Loan
Purchase.
  “Reserved Indemnity
Rights”means all rights of each Lender against the Borrower and the
Guarantor under Section 8.1 of the Credit Agreement, which rights shall be
retained by each Lender after the Loan Purchase and not assigned to TVA pursuant
to the Transfer Documents.  For the avoidance of all doubt, the
parties agree that TVA shall have no liability for or be under any obligation
with respect to such Reserved Indemnity Rights or provide any indemnity to any
Indemnitees.
  “SEC” means the
United States Securities and Exchange Commission, or any governmental authority
succeeding to any of its principal functions.
  “Statement”
means the Statement of Auditing Standards No. 58, as amended, entitled “Reports
on Audited Financial Statements.”
  “Transfer
Documents” means (i) the Assignment and Assumption Agreements between
each Lender and TVA, the form of which is attached hereto as Exhibit
A; (ii) the Assignment of Collateral Assignment Agreement, the form of
which is attached hereto as Exhibit
C; (iii) allonges to the Notes, the form of which is attached hereto as
Exhibit
E; and (iv) Uniform Commercial Code assignment documents, the form of
which is attached hereto as Exhibit
F.
  “TVA Act” means
the Tennessee Valley Authority Act of 1933, as amended, 16
U.S.C. §§ 831-831ee (2006).
   8017069.8
  
   1.2Other
Interpretive Provisions. References
to “Sections” and “Exhibits” shall be to Sections and Exhibits, respectively, of
this Agreement unless otherwise specifically provided.  Any of the
terms defined in Section 1.1 may, unless the context otherwise requires, be used
in the singular or the plural depending on the reference.  In this
Agreement, “hereof,” “herein,” “hereto,” “hereunder,” and the like mean and
refer to this Agreement as a whole and not merely to the specific section,
paragraph, or clause in which the respective word appears; words importing any
gender include the other gender; references to “writing” include printing,
typing, lithography, and other means of reproducing words in a tangible visible
form; the words “including,” “includes,” and “include” shall be deemed to be
followed by the words “without limitation”; references to agreements and other
contractual instruments shall be deemed to include subsequent amendments,
supplements, assignments, and other modifications thereto, but only to the
extent such amendments, supplements, assignments, and other modifications are
not prohibited by the terms of this Agreement or any other Loan Document and,
provided further, that no such amendment, supplement, assignment, or other
modification shall change, modify, or affect TVA’s rights or obligations under
this Agreement unless TVA has given its prior consent in writing; references to
Persons include their respective permitted successors and assigns or, in the
case of governmental Persons, Persons succeeding to the relevant functions of
such Persons; and all references to statutes and related regulations shall
include any amendments of same and any successor statutes and
regulations.
   SECTION
2
    BUY-BACK
ARRANGEMENTS INCLUDING PURCHASE OF THE LOAN
   2.1Notice of
Default.
  If
the Lenders send notice of any Event of Default on the Loan to Borrower, the
Lenders shall give TVA comparable, timely, concurrent notice of such default as
specified in Section 6.4 of this Agreement below.
   2.2Buy-Back
Arrangements.
  Section
5 of the JOA, as amended by Supplement No. 1 and Supplement No. 2 thereto,
is incorporated herein by reference and the arrangements provided for by said
Section shall be deemed to be separate Buy-Back Arrangements agreed to by the
parties to this Agreement.  TVA and the Lenders expressly recognize
that under circumstances as defined in the JOA (“Buy-Back
Option”), said Section 5 grants to Lenders, Borrower, Guarantor, and TVA
certain specified rights to trigger a Buy-Back under which TVA would be
obligated to purchase the Loan from the Lenders as a part of repurchasing the
Leased Premises from Borrower.  It is further expressly recognized and
agreed that as provided for in Section 6 of Supplement No. 1 to the JOA and in
Section 8.20 of the Credit Agreement, Lenders are obligated to cooperate with
TVA in enforcing any exercise of the Buy-Back Arrangements and in consummating
any Buy-Back Closing (as provided for in both the JOA and the separate Buy-Back
Arrangements of this Section 2.2), by
   8017069.8
  (i) promptly
executing all documents necessary to confirm TVA’s purchase of the Loan under
Section 5(e) of the JOA as amended Supplement No. 1 thereto, (ii) not
opposing the exercise of said Buy-Back Arrangements and the consummation of said
Buy-Back Closing, and (iii) not opposing any motion to lift the stay or any
other action in bankruptcy to allow exercise of said Buy-Back Arrangements and
the consummation of said Buy-Back Closing.  Finally, TVA and the
Lenders also expressly recognize and agree that purchase of the Loan by TVA
pursuant to JOA Section 5(e)(i) and Section 2.3 below is a precondition to the
actions described in JOA Sections 5(e)(ii) and 5(e)(iii).
   2.3Purchase of
the Loan.
  (A)Except
as described in Section 2.3(B), so long as any Loan Indebtedness is outstanding,
upon any exercise of a Buy-Back Option, including upon the occurrence of one or
more Events of Default, and regardless of whether consummation of such Buy-Back
Option at such time is stayed by a bankruptcy court at the election of the
Administrative Agent exercised by its delivery to each of the Borrower, TVA, and
the Escrow Agent of a Loan Purchase Notice, each Lender shall sell all of its
interest in, and TVA shall purchase all of, the Loan Rights, for the Purchase
Price (as set forth in a Purchase Price Notice delivered by the Administrative
Agent to TVA, which shall be conclusive evidence of the amounts due and owing to
the Administrative Agent and the Lenders, absent manifest error), which shall be
paid by TVA to the Administrative Agent for the benefit of the Administrative
Agent and the Lenders in immediately available funds electronically transmitted
no later than twenty (20) Business Days after the Loan Purchase Notice is
received by TVA.
  (B)TVA
and the Lenders expressly recognize that JOA Section 5(c) provides that if a
Buy-Back Option has not been exercised by the end of the period provided in the
JOA for such exercise, an automatic exercise of a Buy-Back Option shall be
deemed to occur.  Accordingly, if any Loan Indebtedness is outstanding
on the Maturity Date, each Lender shall sell all of its interest in, and TVA
shall purchase all of, the Loan Rights, for the Purchase Price, which shall be
paid by TVA to the Administrative Agent for the benefit of the Administrative
Agent and the Lenders in immediately available funds electronically transmitted
on the Maturity Date.
  (C)Any
payment by TVA to the Administrative Agent for the benefit of the Administrative
Agent and the Lenders under this Agreement shall also be deemed to be a payment
by TVA to the Administrative Agent and Lenders.  TVA is not
responsible, and shall not be held responsible, for any failure or delay by the
Administrative Agent to make any payment of funds received from TVA to any
Lender or other third party.
   2.4Closing and
Escrow of Transfer Documents.
   (A)  The
closing of the Loan Purchase will be effected at the offices of the Escrow Agent
by the delivery to TVA by the Escrow Agent, on behalf of all the Lenders, of all
Transfer Documents and Notes upon the Escrow Agent’s receipt of written notice
from the Administrative Agent that it has received payment of immediately
available funds equal to the full Purchase Price.  All of the Loan
Rights shall be transferred to and purchased by TVA and paid for in a single
closing.
   8017069.8
  
  (B)
So as to effectuate a Loan Purchase as soon as possible after the Administrative
Agent has elected to trigger a Loan Purchase, the Administrative Agent, the
current Lenders and TVA have executed the Transfer Documents and delivered them,
along with the Notes, to the Escrow Agent for it to hold pursuant to the terms
of the Escrow Agreement.  Each Lender party hereto irrevocably
authorizes the Administrative Agent, without further notice to, or consent or
authorization from, any Lender, to instruct the Escrow Agent to take all actions
necessary and appropriate to effect a Loan Purchase, including, without
limitation, dating and delivering to TVA all of the Transfer Documents, together
with the Notes.  Any future Lender that joins the Credit Agreement by
assignment of an interest in all or a portion of another Lender’s Loan Rights
will be required, as a condition to such assignment and simultaneously
therewith, to join into this Agreement by executing a counterpart of the same
and to deliver to the Escrow Agent all Notes and Transfer Documents for such
Lender’s interest in the Loan Rights for retention by the Escrow Agent pursuant
to the Escrow Agreement.
   (C)  Pursuant
to the Escrow Agreement, after delivery of the Loan Purchase Notice, the
Administrative Agent will direct the Escrow Agent to date the Transfer Documents
as of the closing date and to deliver to TVA all of the Transfer Documents,
together with the Notes, upon receipt by the Escrow Agent of written notice from
the Administrative Agent that it has received payment of immediately available
funds equal to the full Purchase Price.  The Administrative Agent will
receive such Purchase Price for the benefit of the Lenders.  Upon the
Escrow Agent’s receipt of written notice from the Administrative Agent that it
has received payment of immediately available funds equal to the full Purchase
Price, the Escrow Agent shall immediately deliver to TVA all of the Transfer
Documents and Notes.
   2.5Escrow of
Notes.
  In
addition to the Transfer Documents, each Lender has delivered to the Escrow
Agent possession of its respective Note(s) from the
Borrower.  Notwithstanding the delivery of the Note(s) to the Escrow
Agent, each Lender retains all rights under the Credit Agreement and the Notes,
and all payments and dealings with respect to the Notes are to continue as
provided in the Credit Agreement, as if the Notes were not held in escrow, until
this Agreement and the Escrow Agreement have been terminated.
   SECTION
3
   
   REPRESENTATIONS
AND WARRANTIES
   3.1Representations
and Warranties of the Administrative Agent and
Lenders.
   8017069.8
  
   (A)           The
Loan Purchase will be effected WITHOUT RECOURSE TO, OR
WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, BY, THE ADMINISTRATIVE AGENT
OR ANY LENDER,except that through the execution of this Agreement, and
upon delivery of the Transfer Documents by the Escrow Agent to TVA, the
Administrative Agent and each Lender will be deemed to represent
that:
   
   (i)           The
Administrative Agent or such Lender is duly organized, validly existing, and in
good standing under the laws of the United States and has taken all necessary
corporate, governmental, and other action to authorize the execution, delivery,
and performance  of this Agreement and the Escrow
Agreement;
   (ii)           The
Administrative Agent or such Lender is the owner and holder of its portion of
the Loan Rights and the Loan Documents evidencing the Loan Indebtedness and has
full and good title to its portion of the Loan Rights, and the Administrative
Agent or such Lender has full right, power, and authority (subject to all
Applicable Laws limiting the assignment or transfer of Loan Claims) to transfer
all of its portion of the Loan Rights to TVA, and all of its Loan Rights and the
Loan Documents evidencing the Loan Indebtedness are subject to Transfer
Documents that have been executed by the Administrative Agent or such Lender and
delivered to the Escrow Agent;
   (iii)           The
Administrative Agent or such Lender has not executed any release or
subordination agreement relating to the Credit Agreement or the Loan Documents
and has not transferred or assigned any portion of its Loan Rights prior to the
delivery of the Transfer Documents to the Escrow Agent; and
   (iv)           The
Administrative Agent or such Lender has the full power and authority to engage
in the business which it is conducting and to enter into and perform its
obligations under this Agreement and the Escrow Agreement.
   (B)           Without
limiting the generality of the foregoing, neither the Administrative Agent nor
any Lender will assume any responsibility with respect to (i) statements,
warranties, or representations made in or in connection with the Loan Documents,
(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 or the Guarantor, or (iv) the
performance or observance of the Borrower or the Guarantor of any of their
respective obligations under any Loan Document.
   3.2Representations
and Warranties of TVA.
   8017069.8
  The
Loan Purchase will be effected WITHOUT RECOURSE TO, OR
WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, BY TVA,except that
through the execution of this Agreement, and upon delivery of the Transfer
Documents by the Escrow Agent to TVA, TVA will be deemed to represent
that:
   (A)           TVA
is a corporate agency and instrumentality of the United States Government
created and existing under and by virtue of the TVA Act, and has the full power
and authority under the TVA Act to engage in the business that it is conducting
and to enter into and perform its obligations under this Agreement and the
Escrow Agreement.
   (B)           TVA
has taken all necessary corporate, governmental, and other action to authorize
the execution, delivery, and performance of this Agreement and the Escrow
Agreement.
   (C)           TVA
has furnished to the Administrative Agent and each Lender by the means described
in Exhibit
G which is attached, hereto, its most recent filings with the SEC on
Forms 10-K and 10-Q filed pursuant to the Exchange Act.  TVA and the
Administrative Agent and each Lender acknowledge and agree that such forms are
or may in the future be subject to restatement by TVA and that upon any such
restatement, such forms will be provided to the Administrative Agent and each
Lender by the means described in Exhibit
G.  When restated, such Forms 10-K and 10-Q will not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make any statement therein, in light of the circumstances under
which it was made, not misleading.  Each of the financial statements
in such restated Forms 10-K and 10-Q will have been prepared in accordance with
GAAP as applicable to annual and quarterly periods, respectively, and will
fairly present in all material respects the financial position of TVA as of the
date thereof and the results of the operations of TVA for the period then
ended.
  (D)           To
the extent that in the future TVA furnishes the Administrative Agent and each
Lender by the means described in Exhibit
G Forms 10-K and 10-Q pursuant to Section 4.1 of this Agreement, the
financial statements concerning TVA included in such Forms 10-K and 10-Q will
have been prepared in accordance with GAAP as applicable to annual and quarterly
periods, respectively,  and present fairly the financial condition of
TVA as of the date thereof and the results of its operations for the periods
covered thereby and disclose all material liabilities and material contingent
obligations of TVA as at the dates thereof required by GAAP to be disclosed
therein.
   (E)           Without
limiting the generality of the foregoing, TVA will not assume any
responsibility, except as expressly set forth in this Agreement with respect to
the Loan Purchase, with respect to (i) any statements, warranties, or
representations made in or in connection with the Loan Documents, (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 or the Guarantor, or (iv) the performance or
observance of the Borrower or the Guarantor of any of their respective
obligations under any Loan Document.
   8017069.8
  
  
   SECTION
4
   
   ONGOING
REPORTING COVENANT; LOAN PURCHASE COVENANT
   4.1TVA Financial
Reporting.
  TVA
will maintain a system of accounting established and administered in accordance
with sound business practices to permit preparation of financial statements in
conformity with GAAP (it being understood that GAAP provides for correction of
errors and that quarterly financial statements are subject to year-end
adjustments and are not required to have footnote disclosures).  TVA
hereby covenants and agrees that so long as this Agreement is in effect, it
shall furnish the periodic reports described below to the Administrative Agent
and to each Lender in the manner described in Exhibit
G.
   4.2Consummation
of Loan Purchase.
  TVA
hereby covenants and agrees that so long as this Agreement is in effect, it
shall not purchase any of the Borrower’s ownership interest in the Generating
Facility prior to it consummating a purchase of all of the Loan Rights in
accordance with Section 2.1 of this Agreement.
   SECTION
5
    OBLIGATIONS
   5.1Modification
of the Loan.
  The
obligations of TVA under this Agreement, including, without limitation, the
obligation to effect the Loan Purchase and pay the Purchase Price, will not in
any manner be directly or indirectly affected, changed, or revised in any way
without TVA’s prior written consent.  TVA may withhold such consent,
in TVA’s sole and exclusive discretion, with respect to any matter affecting its
obligations, including but not limited to matters related to this Agreement, the
Loan Rights, the Purchase Price, or the renewal, extension, or modification of
the terms of any of the Loan Indebtedness or any instrument or agreement
evidencing the same, including an increase in the principal amount of the Loan
Indebtedness or an increase in the interest rate charged thereon, in accordance
with the terms and provisions of the Credit Agreement and the other Loan
Documents or the acceptance by the Administrative Agent or any Lender of other
credit support or security for the Loan Indebtedness (collectively a “Loan
Modification”).  Any Loan Modification made without TVA’s prior
written consent shall not affect or be binding upon TVA or increase, alter,
amend, modify, or affect TVA’s obligations and liabilities under this Agreement
in any respect.  Any waiver of, or delay in exercising any rights or
remedies against the Borrower or the Guarantor, by the Administrative Agent or
the Lenders, any amendment or
   8017069.8
  
  supplement
to the Credit Agreement and any other Loan Documents in connection with the
establishment of an Incremental Term Loan Facility in accordance with the terms
set forth in the
  Credit
Agreement, and any change to the LIBO Rate or the Base Rate that occurs without
amendment to the provisions of the Credit Agreement shall not constitute a Loan
Modification.
   5.2Direct
Proceeding Against TVA.
  The
obligations of TVA to effect the Loan Purchase under this Agreement are not
contingent upon the pursuit by the Administrative Agent or any Lender of any
remedies against the Borrower, the Guarantor, or any other Person, nor against
any security or lien available to the Administrative Agent or any Lender, their
successors, successors-in-title, endorsees, or assigns.
   5.3Security.
  The
obligations of TVA under this Agreement shall not in any manner be affected by
the partial or complete unenforceability or invalidity of any other guaranty or
surety agreement, pledge, assignment, or other security for any of the Loan
Indebtedness.
  
   5.4Cumulative
Rights.
  All
of the rights and remedies of a party to this Agreement shall be cumulative, and
any failure of such a party to exercise any right hereunder shall not be
construed as a waiver of the right to exercise the same or any other right at
any time, and from time to time, thereafter.
   5.5Continuing
Obligation.
  This
Agreement shall be a continuing one and shall be binding upon TVA until the Loan
Indebtedness is paid finally and in full.
   SECTION
6
   MISCELLANEOUS
   6.1Survival of
Agreement.
  This
Agreement shall survive and have continuing effect until (i) termination by an
express writing signed by the Administrative Agent and TVA or (ii) the full
consummation of the Buy-Back Arrangements provided for by the JOA or by this
Agreement.
   8017069.8
  
   6.2Expenses.
  All
legal and other costs incurred in connection with this Agreement and the
transactions contemplated hereby shall be the responsibility of the party
incurring such expense, except as otherwise expressly provided
herein.
   6.3Amendments and
Waivers.
 .  Except
as otherwise provided herein, no amendment, modification, termination, or waiver
of any provision of this Agreement, or consent to any departure by any party
therefrom, shall in any event be effective unless the same shall be in writing
and signed by TVA and the Requisite Lenders.
   6.4Notices.
 Any
required notice or other communication shall be in writing addressed to the
respective party as set forth below and may be personally delivered, telecopied,
sent by overnight courier service, or U.S. mail and shall be deemed to have been
given:  (i) if delivered in person, when delivered; (ii) if delivered
by telecopy, on the date of transmission if transmitted on a Business Day before
2:00 p.m. (New York City time) and otherwise on the Business Day next succeeding
the date of transmission; (iii) if delivered by overnight courier, two days
after delivery to the courier properly addressed; or (iv) if delivered by U.S.
mail, four Business Days after deposit with postage prepaid and properly
addressed.
   Notices
shall be addressed as follows:
 
 If
      to TVA:
              Treasurer
 Tennessee
      Valley Authority
 400
      W. Summit Hill Drive, WT 4C-K
 Knoxville,
      TN 37902
 
 Fax:   865-632-6673
  With
      a copy to:
              Tennessee
      Valley Authority
 One
      Century Plaza, 26 Century Blvd., OCP
1F-NST
 Nashville,
      TN 37229
  Attn:  Executive
      Vice President, Customer Resources
  Fax:   615-232-6014
  If
      to a Lender or the
 Administrative
      Agent:
              To
      the address set forth on the signature page
  hereto
  8017069.8
  
  6.5Severability.
 The
invalidity, illegality, or unenforceability in any jurisdiction of any provision
under this Agreement shall not affect or impair the remaining provisions in this
Agreement or any such invalid, unenforceable, or illegal provision in any
jurisdiction in which it is not invalid, unenforceable, or illegal.
   6.6Governing
Law.
 This
Agreement shall, to the extent not inconsistent with Federal law, be governed by
and shall be construed and enforced in accordance with the internal laws of the
State of New York without regard to conflicts of law principles that require or
permit application of the laws of any other state or jurisdiction.
   6.7Successors and
Assigns.
 This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
each of the Incremental Term Loan Lenders (as defined in the Credit Agreement)
and their respective successors and assigns; provided,
however,
that (a) without the prior specific written consent of TVA, neither the
Administrative Agent nor any Lender may assign any of its rights or delegate any
of its duties under this Agreement and (b) without the prior specific written
consent of the Administrative Agent and each Lender, TVA may not assign any of
its rights or delegate any of its duties under this Agreement; provided,
however, that TVA’s consent to any such assignment shall not be required in
connection with an assignment by any Lender of all or a portion of its Loan
Commitments or Loans in accordance with the terms of the Credit Agreement and
Section 2.4(B) of this Agreement.
   6.8Construction.
 The
Administrative Agent, each Lender, and TVA acknowledge that each of them has had
the benefit of legal counsel of its own choice and has been afforded an
opportunity to review this Agreement with its legal counsel and that this
Agreement shall be construed as if jointly drafted by the Administrative Agent,
each Lender, and TVA.
   6.9Remedies.
 The
rights and remedies specified in any provision of this Agreement are in addition
to all other rights and remedies that TVA, the Administrative Agent, and the
Lenders may have, including any right to equitable relief and any right to sue
for damages as a result of a breach of this Agreement (whether or not any such
party elects to terminate this Agreement), and all such rights and remedies are
cumulative.  Without limiting the foregoing, no exercise of a remedy
shall be deemed an election excluding any other remedy (any such claim by any
party to this Agreement being hereby waived).  Each party to this
Agreement acknowledges and agrees that in the event it fails to fulfill its
obligations under this Agreement, each party to this Agreement affected by such
failure would suffer irreparable harm and damages would not be an adequate
remedy, and accordingly such affected parties shall be entitled to an injunction
or injunctions to prevent a breach of this Agreement and to enforce specifically
the terms and provisions of this Agreement.
   8017069.8
  
   6.10Consent to
Jurisdiction and Service of Process.
 
  (A)           The
parties to this Agreement hereby irrevocably submit to the non-exclusive
jurisdiction of any United States Federal Court, Southern District of New York
with respect to any action or proceeding arising out of or relating to this
Agreement, the Escrow Agreement, or any Loan Documents.  Each such
party hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such courts and irrevocably waives any
objection it may now or hereafter have as to the venue of any such suit, action,
or proceeding brought in any such court, personal jurisdiction of such courts,
or that such court is an inconvenient forum.  Nothing herein shall
limit the right of any such party to bring proceedings against any other such
party or parties in the courts of any other jurisdiction.
  (b)           Each
party to this Agreement hereby agrees that service of the summons and complaint
and all other process that may be served in any such suit, action, or proceeding
may be effected by mailing by registered mail, return receipt requested, a copy
of such process to TVA at the address to which notices to TVA are then to be
sent pursuant to Section
6.4 and, with respect to such a party not listed in Section 6.4, pursuant
to any other notice provision in the Credit Agreement or any of the Loan
Documents, and that personal service of process shall not be
required.  Nothing herein shall be construed to prohibit service of
process by any other method permitted by law.
  6.11Waiver of Jury
Trial.
 TVA,
the Administrative Agent, and each Lender hereby waive their respective rights
to a jury trial of any claim or cause of action based upon or arising out of
this Agreement, any of the other Loan Documents, or any dealings between them
relating to the subject matter of this Agreement. The scope of this waiver is
intended to be all-encompassing of any and all disputes that may be filed in any
court and that relate to the subject matter of this Agreement, including without
limitation, contract claims, tort claims, breach of duty claims, and all other
common law and statutory claims.  TVA, the Administrative Agent, and
each Lender acknowledge that this waiver is a material inducement to enter into
a business relationship, that each has already relied on the waiver in entering
into this Agreement, and that each will continue to rely on the waiver in their
related future dealings.  TVA, the Administrative Agent, and each
Lender further warrant and represent that each has reviewed this waiver with its
legal counsel, and that each knowingly and voluntarily waives its jury trial
rights following consultation with legal counsel.  This waiver is
irrevocable, meaning that it may not be modified either orally or in writing,
and the waiver shall apply to any subsequent amendments, renewals, supplements,
or modifications to this Agreement, the Loan Documents, or to any other
documents or agreements relating to the Loan. In the event of litigation, this
Agreement may be filed as a written consent to a trial by the
court.  TVA, the Administrative Agent, and each Lender also waive any
bond or surety or security upon such bond that might, but for this waiver, be
required of the Administrative Agent and each Lender.
   8017069.8
  
   6.12Survival of
Warranties and Agreements.
 All
agreements, representations, and warranties made herein shall survive the
execution and delivery of this Agreement.
   6.13Entire
Agreement.
 This
Agreement and the exhibits attached hereto embody the final, entire agreement
among the parties hereto and supersede any and all prior commitments,
agreements, representations, understandings, whether oral or written, relating
to the subject matter hereof and may not be contradicted or varied by evidence
of prior, contemporaneous, or subsequent oral agreements or discussions of the
parties hereto.
   6.14Counterparts;
Effectiveness.
 This
Agreement and any amendments, waivers, consents, or supplements may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.  This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto.
   6.15Waiver.
 No
waiver by any party of one or more defaults in the performance of this Agreement
shall operate or be construed as a waiver of any future default or defaults,
whether of a like kind or different character.
   [Signature
pages follow]
   
   8017069.8
  
  IN
WITNESS WHEREOF, the parties hereto have each executed this Agreement on the
dates set forth below to be effective for all purposes as of the date first
written above.
   JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION,as Administrative Agent, Lead Arranger and a
Lender
  By:
/s/ Michael
Mak
 Name:  Michael
Mak
 Title:                      Executive
Director
 Date:                      September
30, 2008
 
 Address:
 JPMorgan
Chase Bank, National Association
 270
Park Avenue
 New
York, New York 10017
 Attn:  Michael
Mak
 Fax  (212)
270-4251
  
   
   
   COBANK, ACB,as
a Lender
  By:  /s/ Brett A.
Challenger
 Name:  Brett
A. Challenger
 Title:    Vice
President
 Date:    September
30, 2008
  
  
  BRANCH BANKING AND
TRUST COMPANY,as a Lender
  By: 
/s/ R. Andrew
Beam
 Name:  R.
Andrew Beam
 Title:  Senior
Vice President
 Date:  September
30, 2008
  
  
 
 
  TENNESSEE
VALLEY AUTHORITY
  By:
/s/ Kim
S. Greene________________
 Name:  Kimberly
S. Greene
 Title:    EVP,
Financial Services
 Date:    September
30, 2008
 
 
  
  EXHIBIT
A
 
 Form of
Assignment and Assumption Agreement
 
 This
Assignment and Assumption (the “Assignment
and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between the Assignor identified in item 1 below (the “Assignor”)
and the Assignee identified in item 2 below (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, 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 set forth below (i) all of
the Assignor’s rights and obligations in its capacity 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, but excluding all rights of the Assignor against the Borrower and the
Guarantor under Section 8.1 of the Credit Agreement (the “Reserved
Indemnity Rights”) (the rights and obligations sold and assigned by the
Assignor to the Assignee pursuant to clauses (i) and (ii) above, but excluding
the Reserved Indemnity Rights, being referred to herein collectively as the
“Assigned
Interest”); provided,
that the Assignee shall have no liability for or be under any obligation with
respect to such Reserved Indemnity Rights.  Each 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:                                [NAME
OF LENDER]..
 
 2.
              Assignee:
              Tennessee
      Valley
      Authority.
 
 3.
              Borrower:
              Seven
      States Southaven,
      LLC.
 
 4.
              Administrative
      Agent:
              JPMorgan
      Chase Bank, National Association, as the administrative agent under
      the Credit Agreement
 
 5.
              Credit
      Agreement:
              The
      Credit Agreement, dated as of September 30, 2008, among Seven States
      Southaven, LLC, Seven States Power Corporation, JPMorgan Chase Bank,
      National Association, as Administrative Agent, Lead Arranger and a Lender,
      and the Lenders as may from time to time become a party
      thereto.
 
 [Remainder
of page intentionally left blank.]
  A-
 8017069.8
  
 6.
              Assigned
      Interest:
 Assignor
              Assignee
              Facility
      Assigned
              Aggregate
      Amount of Commitment/
                Loans
      for all Lenders
              Amount
      of Commitment/
                Loans
      Assigned
              Percentage
      Assigned of Commitment/Loans[NAME
      OF LENDER]
              Tennessee
      Valley Authority
              [Term
      Loan]
                [Incremental
      Term Loan A/B]
              $
              $
              %
 
 
 Effective
Date:   _____________ ___, 20___ [TO BE INSERTED BY THE ESCROW
AGENT AT THE DIRECTION OF THE 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 LENDER]
 
 
 By:______________________________
 Title:
 
 
 ASSIGNEE:
 
 TENNESSEE
VALLEY AUTHORITY
 
 
 By:______________________________
 Title:
 
 
 Consented
to and Accepted:
 
 JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION,
 as Administrative Agent
 
 By_________________________________
 Title:
  A-
 8017069.8
  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; (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made by other parties 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 or the Guarantor, any of their respective Subsidiaries or Affiliates or
any other Person obligated in respect of any Loan Document or (iv) the
performance or observance by the Borrower or the Guarantor, any of their
respective Subsidiaries or Affiliates or any other Person of any of their
respective obligations under any Loan Document; and (c) delivers the Note held
by or on behalf of the Assignor together with an allonge containing an
endorsement in favor of the Assignee.
 
 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 the requirements to be an
assignee under Section 7.1(B) of the Credit Agreement (subject to such consents,
if any, as may be required under Section 7.1(B)(3) of 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 is
sophisticated with respect to decisions to acquire assets of the type
represented by the Assigned Interest and either it, or the person exercising
discretion in making its decision to acquire the Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the
Credit Agreement, and has received or has been accorded the opportunity to
receive copies of the most recent financial statements delivered pursuant to
Section 2.11 thereof, as applicable, and such other documents and information as
it deems appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest, and (vi)
it has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest; 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 Assignee, in its capacity as 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.
 
 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 New York.
 
 
  A-
 8017069.8
  EXHIBIT
B
 
 Form of Loan
Purchase Notice
 
 
 ______
__, 20__
 
 
 Tennessee
Valley Authority
 400
W. Summit Hill Drive, WT 4C-K
 Knoxville,
TN 37902
 Attn:  Treasurer
 Fax:  865-632-6673
 
 Tennessee
Valley Authority
 One
Century Plaza, 26 Century Blvd., OCP 1F-NST
 Nashville,
TN 37229
 Attn:  Executive
Vice President, Customer Resources
 Fax:  615-232-6014
 
 Seven
States Southaven, LLC
 1206
Broad Street
 Chattanooga,
Tennessee 37402
 Attn:  President
and CEO
 
 [Escrow
Agent]
 [Address]
 
 Re:           Loan Purchase
Notice
 
 Ladies
and Gentlemen:
 
 Reference is made to that certain Buy-Back Arrangements
(Including Loan Purchase), dated as of September 30, 2008 (as amended, restated,
supplemented or otherwise modified, the “Agreement”;
capitalized terms used but not otherwise defined herein shall have the meanings
assigned thereto in the Agreement), among Tennessee Valley Authority, JPMorgan
Chase Bank, National Association, and the other Lenders identified
therein.
 
 This notice constitutes a “Loan Purchase Notice” delivered
pursuant to Section 2.3(A) of the Agreement.  The undersigned will
separately deliver a Purchase Price Notice indicating the Purchase Price to be
paid by TVA on the closing of the Loan Purchase to occur no later than twenty
(20) Business Days after this Loan Purchase Notice is received by
TVA.
 
 
 
 
 Very
truly yours,
 
 JPMORGAN CHASE BANK,
 NATIONAL
ASSOCIATION,
 as
Administrative Agent
 
 
 By:
__________________________
 Name:
 Title:
 
 
  B-
 8017069.8
  EXHIBIT
C
 
 Form of
Assignment of Collateral Assignment Agreement
 
 
 
 
 
 This
Instrument Prepared
By:                                                                        
  Indexing Instructions:
 Brennan
A. Posner,
Esq.                                                                                     Part
of Section 15, Township 1 South,
 Sutherland
Asbill & Brennan
LLP                                                                  Range
8 West
 999
Peachtree St.,
NE                                                                                        
 DeSoto County, Mississippi
 Atlanta,
Georgia
30309-3996                                                                            Part
of Section 16, Township 1 South
 Telephone
Number:  (404)
853-8000                                                               Range
8 West
 DeSoto County, Mississippi
 
 
 ASSIGNMENT OF
COLLATERAL ASSIGNMENT OF CERTAIN RIGHTS UNDER, AND CERTAIN AGREEMENTS AS TO,
JOINT OWNERSHIP AGREEMENT AND LEASE AGREEMENT
 
  FOR
VALUE RECEIVED, the undersigned, JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, a national banking association (“Assignor”),
having a mailing address at 270 Park Avenue, New York, New York 10017, hereby
grants, assigns, sells, conveys, transfers, delivers and sets over untoTENNESSEE VALLEY
AUTHORITY, a corporate agency and instrumentality of the United States
Government, created and existing under and by virtue of the Tennessee Valley
Authority Act of 1933 (“Assignee”),
having a mailing address at 400 West Summit Hill Drive, WT 6A-K, Knoxville, TN
37902, without representation or warranty, express or implied, the
following:
 
 All
right, title and interest of Assignor under that certain Collateral Assignment
of Certain Rights Under, and Certain Agreements as to, Joint Ownership Agreement
and Lease Agreement, by Seven States Southaven, LLC in favor of Assignor, dated
as of September 30, 2008.
 
  C-
 8017069.8
  
 Executed
as of (but not necessarily on) the effective date specified below.
 
 Effective
____________________, 2008.
  
  JPMORGAN CHASE BANK,
NATIONAL                                                                                                ASSOCIATION,
  a
national banking association
  (SEAL)
 
 By:_________________________________
 [NAME, TITLE]
 
 
 
 
 
 STATE
OF____________                                                                §
 
 COUNTY
OF
__________                                                                §
 
 Acknowledged before me this _____ day of September, 2008,
by ___________, _____________ of JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, a national banking association, on behalf of said
entity.
  
 (Notary
Seal)
 
 Printed
Name:
 Notary
Public for State of _______________
 My
Commission
expires:
 
  C-
 8017069.8
  EXHIBIT
A
 
 SOUTHAVEN
COMBUSTION TURBINE SITE
 
 Mississippi
Parcel 1 (Acquisition Tract SCBTS-1)
 
 A
parcel of land lying in the SW1/4 of Section 15 Township 1 South Range 8 West in
Desoto County, State of Mississippi, being on the Southaven Combustion Turbine
Site and at the intersection of Tulane Road and Stateline Road, as shown on
US-TVA Drawing No. 112 MS 422 B 100(D) R.0 and being more particularly described
as follows:
 
 Commencing
at a concrete monument (found) (Coordinates: N. 275,703.11, E. 750,567.00),
being NGS MON 153; thence S42°05'16"E, 13,353.72 feet to an angle iron (set) on
the accepted Mississippi-Tennessee state line being corner No. SCBTS-1 and the
Point of Beginning:
 
 Thence
leaving the point of beginning and said Mississippi-Tennessee state line
S02°11'31"W, 1,100.72 feet to a rebar (found) in the northern right of way of
Stateline Road, being corner No. SCBTS-2; thence continuing with said right of
way for the following two calls;
 N87°47'07"W,
304.06 feet to a rebar (found), being corner No. SCBTS-3;
 thence
N87°47'41"W, 104.99 feet to a (3/8") rebar (found), being corner No.
SCBTS-6;
 thence
leaving said right of way N02°12'24"E, 206.98 feet to a (3/8") rebar (found),
being corner No. SCBTS-5; thence parallel with north right of way of Stateline
Road N87°48'27"W, 1,260.36 feet to rebar with cap (found) and stamped “THY INC.
#888” in the eastern right of way of Tulane Road, being corner No. SCBTS-7;
thence with said right of way N02°15'03"E, 899.31 feet to a rebar with cap
(found) on the accepted Mississippi-Tennessee state line, being corner No.
SCBTS-8; thence leaving said right of way and with said state line S87°36'39"E,
1,668.44 feet to the point of beginning and containing 36.29 acres.
 
 Located
on VTM Quad Horn Lake, MS.
 
 Positions
of corners and directions of lines are referred to the Tennessee Lambert State
Coordinate System and NAD 83 (2007) Horizontal Datum.
 
 This
description was prepared from an ALTA survey dated May 1, 2000 and a survey
dated December 18, 2007 by:
 
 Tennessee Valley Authority
 MR 4B-C
 Chattanooga, TN 37402-2801
 
 
 Said
real estate was acquired by virtue of the deed executed simultaneously herewith,
from the United States of America, by and through its legal agent, the Tennessee
Valley Authority, and filed of record in Deed Book ____, page ____, in the
office of the Chancery Court Clerk of DeSoto County, Mississippi.
 
  C-
 8017069.8
  Mississippi
Parcel 2 (Acquisition Tract SCBTS-2)
 
 A
parcel of land lying in the SE1/4 of Section 16 Township 1 South Range 8 West in
Desoto County, State of Mississippi, being on the Southaven Combustion Turbine
Site and at the intersection of Tulane Road and Stateline Road, as shown on
US-TVA Drawing No. 112 MS 422 B 100(D) R.0 and being more particularly described
as follows:
 
 Commencing
at a concrete monument (found) (Coordinates: N. 275,703.11, E. 750,567.00),
being NGS MON 153; thence S33°33'03"E, 12,943.26 feet to a rebar (found) in the
west right of way of Tulane Road, being corner No. SCBTS-9 and the Point of
Beginning:
 
 Thence
leaving the point of beginning and said right of way N87°55'13"W, 225.69 feet to
a nail (60d) (found), being corner No. SCBTS-10;
 thence
N87°42'13"W, 420.76 feet to a rebar without cap (found), being corner No.
SCBTS-11;
 thence
N02°36'46"E, 209.28 feet to a rebar without cap (found), being corner No.
SCBTS-12; thence N87°28'38"W, 210.14 feet to an iron pipe (1.5") (found), being
corner No. SCBTS-13;
 thence
S02°13'39"W, 209.42 feet to a pin (found), being corner No.
SCBTS-14;
 thence
S02°43'42"W, 155.47 feet to a rebar with cap (found) in the north right of way
of Stateline Road, being corner No. SCBTS-15;
 thence
with road said right of way N87°43'40"W, 415.16 feet to a rebar (found), being
corner No. SCBTS-16;
 thence
N02°24'39"E, 673.73 feet to an iron pipe (1.5") (found), being corner No.
SCBTS-17; thence S87°35'36"E, 434.83 feet to a rebar (found), being corner No.
SCBTS-18;
 thence
N02°19'08"E, 435.00 feet to a rebar (found) on the accepted
Mississippi-Tennessee state line, being corner No. SCBTS-19;
 thence
with said state line for the following calls:
 S87°35'34"E,
311.41 feet to an angle iron (set), being corner No. SCBTS-26;
 thence
S87°35’28”E, 523.19 feet to an iron pipe (found) in the west right of way of
Tulane Road, being Corner No. SCBTS-20;
 thence
leaving said state line and with said road right of way S02°15'57"W, 206.15 feet
to a rebar (found), being corner No. SCBTS-21;
 thence
leaving said right of way N87°38'49"W, 158.80 feet to a rebar (found), being
corner No. SCBTS-22;
 thence
S02°07'35"W, 209.14 feet to an iron pipe (found), being corner No.
SCBTS-23;
 thence
S87°29'48"E, 158.20 feet to a rebar (found) in the western right of way of
Tulane Road, being corner No. SCBTS-24;
 thence
with said road right of way S02°15'14"W, 534.74 feet to the point of beginning
and containing 23.14 acres.
 
 Located
on VTM Quad Horn Lake, MS.
 
 Positions
of corners and directions of lines are referred to the Tennessee Lambert State
Coordinate System and NAD 83 (2007) Horizontal Datum.
 
 This
description was prepared from an ALTA survey dated May 1, 2000 and a survey
dated December 18, 2007 by:
 
 Tennessee Valley Authority
 MR 4B-C
 Chattanooga, TN 37402-2801
 
 Said
real estate was acquired by virtue of the deed executed simultaneously herewith,
from the United States of America, by and through its legal agent, the Tennessee
Valley Authority, and filed of record in Deed Book ____, page ____, in the
office of the Chancery Court Clerk of DeSoto County,
Mississippi.
  C-
 8017069.8
  Mississippi
Parcel 3 – Transmission Line Easement (Acquisition Tract
SCBTS-4-TL)
 
 An
easement for transmission line purposes as described in that certain
Transmission Line Easement dated November 21, 2000, between Entergy Mississippi,
Inc. and Southaven Power, LLC, recorded December 8, 2000 in Deed Book 384, page
81 over, under and across a parcel of land lying in the SE1/4 of Section 16
Township 1 South Range 8 West in Desoto County, State of Mississippi, being on
the Southaven Combustion Turbine Site, as shown on US-TVA Drawing No. 112 MS 422
B 100(D) R.0 and being more particularly described as follows:
 Commencing
at a concrete monument (found) (Coordinates: N. 275,703.11, E. 750,567.00),
being NGS MON 153; thence S29°12'19"E, 12,075.19 feet to a point in the western
line of tract SCBTS-2, being corner SCBTS-33 and the Point of
Beginning:
 
 Thence
leaving the point of beginning and said western line of tract SCBTS-2
N89°54'39"W, 417.53 feet to a point, being corner No. SCBTS-34;
 thence
N44°04'03"W, 81.72 feet to a point, being corner No. SCBTS-35;
 thence
N45°55'57"E, 150.00 feet to a point, being corner No. SCBTS-36;
 thence
S44°04’03”E, 18.29 to a point, being Corner No. SCBTS-37;
 thence
S89°54’39”E, 360.18 to a point, being Corner No. SCBTS-38;
 thence
S02°24’35”W, 150.12 feet to the point of beginning and containing 1.51
acres.
 
 Located
on VTM Quad Horn Lake, MS.
 
 Positions
of corners and directions of lines are referred to the Tennessee Lambert State
Coordinate System and NAD 83 (2007) Horizontal Datum.
 
 This
description was prepared from an ALTA survey dated May 1, 2000 and a survey
dated December 18, 2007 by:
 
 Tennessee Valley Authority
 MR 4B-C
 Chattanooga, TN 37402-2801
 
 Said
real estate was acquired by virtue of the deed executed simultaneously herewith,
from the United States of America, by and through its legal agent, the Tennessee
Valley Authority, and filed of record in Deed Book ____, page ____, in the
office of the Chancery Court Clerk of DeSoto County, Mississippi.
 
 
  C-
 8017069.8
  EXHIBIT
D
 
 Form of Escrow
Agreement
 
 
  
  
  
  ESCROW
AGREEMENT
  DATED
AS OF SEPTEMBER 30, 2008
  by
and among
  SEVEN
STATES SOUTHAVEN, LLC
  TENNESSEE
VALLEY AUTHORITY
  JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION,
 as
Administrative Agent, Lead Arranger and a Lender,
  the
other Lenders referred to herein,
  and
  JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, as Escrow Agent
  
  
  
 
 
  8017069.8
  
  TABLE OF
CONTENTS
  
   8017069.8
  SECTION
      1 ESCROW
              51.1
              Appointment
      of Escrow Agent
              51.2
              Delivery
      of Escrow Documents to Escrow Agent
              5
 
  SECTION
      2 RELEASE OF ESCROW DOCUMENTS; TERM OF AGREEMENT
              62.1
              Loan
      Purchase Documents
              62.2
              Buy-Back
      Purchase
              62.3
              Consummation
      of Loan Purchase Condition Precedent to Consummation of
      Buy-Back
              62.4
              Termination
      of Escrow
              6
 
  SECTION
      3 THE ESCROW AGENT
              63.1
              Escrow
      Agent
              63.2
              Indemnification
              73.3
              Resignation
      of Escrow Agent
              73.4
              Receipt
              83.5
              Fees
              8
 
  SECTION
      4 MISCELLANEOUS
              84.1
              Notices
              84.2
              Exhibits
              104.3
              Assignment;
      Successors in Interest
              104.4
              Number;
      Gender
              104.5
              Captions
              104.6
              Controlling
      Law; Amendment
              104.7
              Consent
      to Jurisdiction
              104.8
              Severability
              114.9
              Couterparts
              114.10
              Waiver
              114.11
              Integration
              11
 
  
  EXHIBITS
  EXHIBIT
A                                           Loan
Purchase Documents
 EXHIBIT
B                                           Buy-Back
Documents
 EXHIBIT
C                                           Form
of Loan Purchase Notice
 EXHIBIT
D                                           Form
of Buy-Back Notice
 EXHIBIT
E                                           Fees
  
   D-
 8017069.8
  ESCROW
AGREEMENT
  ThisESCROW
AGREEMENT (the “Agreement”),
dated as of September 30, 2008, is entered into by and among (i) SEVEN STATES SOUTHAVEN,
LLC(“Seven
States”), (ii) TENNESSEE VALLEY
AUTHORITY (“TVA”),
(iii) JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION(individually, “JPMorgan”),
as administrative agent under the Credit Agreement (as defined below) (in such
capacity, the “Administrative
Agent”) and as escrow agent (in such capacity, the “Escrow
Agent”), and (iv) such other Lenders as may from time to time become a
party to this Agreement (together with the Administrative Agent, the “Lenders”)
(each, a “Party”
and collectively, the “Parties”).  Capitalized
terms used herein but not otherwise defined shall have the meanings ascribed to
such terms in that certain Credit Agreement, dated as of the date hereof, among
Seven States, Seven States Power Corporation, as guarantor, JPMorgan, as
administrative agent, lead arranger and a lender, and the Lenders (the “Credit
Agreement”).
   R E C I T A L S:
  WHEREAS,Seven
States has agreed to purchase between a fifty percent (50%) and ninety percent
(90%) undivided ownership interest in the Southaven Power Plant from
TVA;
  WHEREAS,pursuant to the Credit Agreement, JPMorgan and the Lenders have agreed to
extend a term loan and provide for the extension of two incremental term loans,
the proceeds of which are to be used by Seven States to purchase an ownership
interest of up to ninety percent (90%) of the Southaven Power Plant and to
finance Seven States’ ownership share of capitalized improvements to the
Southaven Power Plant;
  WHEREAS, (a)
under the Joint Ownership Agreement, Seven States may, at any time, require TVA
to repurchase all of Seven States’ ownership interest in the Southaven Power
Plant, (b) upon the occurrence of certain circumstances described in the Joint
Ownership Agreement, TVA may require that Seven States sell such ownership
interests to TVA, and (c) under the Joint Ownership Agreement and the Credit
Agreement, the Administrative Agent may cause TVA to repurchase such ownership
interests upon the occurrence of an “Event of Default” under the Credit
Agreement (any such repurchase or sale being referred to herein as a “Buy-Back”);
  WHEREAS,TVA,
the Administrative Agent and the Lenders have entered into an agreement titled
Buy-Back Arrangements (Including Loan Purchase), dated as of the date hereof
(the “Buy-Back
Arrangements Agreement”), pursuant to which TVA has agreed to purchase
all Loan Rights (as defined therein) under the Credit Agreement (a “Loan
Purchase”) upon any election to cause a Buy-Back;
  WHEREAS,the
parties to the Buy-Back Arrangements Agreement have agreed to deliver to the
Escrow Agent executed copies of each of the documents necessary to consummate a
Loan Purchase, each of which is listed on Exhibit A hereto
(collectively, the “Loan
Purchase Documents”);
   D-
 8017069.8
  
  WHEREAS,TVA and
Seven States have agreed to deliver to the Escrow Agent executed copies of each
of the documents necessary to consummate TVA’s purchase of all of Seven States’
ownership interest in the Southaven Power Plant to consummate a Buy-Back, each
of which is listed on Exhibit B hereto
(collectively, the “Buy-Back
Documents” and, together with the Loan Purchase Documents, the “Escrow
Documents”); and
  WHEREAS,the
Parties desire that the Escrow Agent act as escrow agent in accordance with the
terms hereof, and the Escrow Agent is willing to act in such
capacity.
  NOW, THEREFORE, IN
CONSIDERATIONof the premises and the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
  SECTION
7
   ESCROW
  7.1Appointment of
Escrow Agent.
  The
Parties hereby appoint and designate the Escrow Agent as the escrow agent to
receive, hold, and distribute the Escrow Documents in accordance with the terms
of this Agreement.  The Escrow Agent hereby accepts such appointment
and agrees to hold the Escrow Documents in safekeeping and release and transfer
the Escrow Documents only in accordance with the terms of this
Agreement.  The Escrow Agent shall have no obligation or
responsibilities in connection with the Buy-Back Arrangements Agreement, the
Joint Ownership Agreement, the Credit Agreement, or any other agreement between
any of the parties to any such agreement, other than obligations or
responsibilities arising under this Agreement.
  7.2Delivery of
Escrow Documents to Escrow Agent.
  (A)Initial
Delivery.  The Parties (excluding the Escrow Agent) will
deliver the Escrow Documents to the Escrow Agent contemporaneously with the
execution of this Agreement.  Each of the Lenders irrevocably
authorizes the Administrative Agent, without further notice to, or consent or
authorization from, any Lender, to instruct the Escrow Agent to take all actions
necessary and appropriate to effect a Loan Purchase, including, without
limitation, dating and delivering to TVA all of the Loan Purchase
Documents.
  
   D-
 8017069.8
  
  (B)Delivery of
Documents Pursuant to an Assignment or Establishment of Incremental Term Loan
Facility.  Any future Lender that joins the Credit Agreement by
assignment of an interest in any Lender’s rights and obligations under the
Credit Agreement and any Incremental Term Loan Lender will be required, as a
condition to such assignment or establishment of an Incremental Term Loan
Facility, as applicable, to deliver to the Administrative Agent, who in turn
shall deliver to the Escrow Agent, (i) each of the Loan Purchase Documents and
(ii) a counterpart to this Agreement executed by the assignee naming the
assignee as a party hereto in its capacity as a Lender.  In the case
of any partial assignment of any Lender’s rights and obligations under the
Credit Agreement, the assigning Lender shall deliver to the Administrative
Agent, who in turn shall deliver to the Escrow Agent, an assignment and
assumption agreement in the form attached to the Buy-Back Arrangements Agreement
as Exhibit A reflecting such assigning Lender’s reduced pro rata share of such
rights and obligations, which shall supersede and replace in its entirety any
prior assignment and assumption agreement  delivered by such Lender to
the Escrow Agent (which prior assignment and assumption agreement shall be
identified with specificity in a written notice from the Administrative Agent
accompanying the replacement assignment and assumption
agreement).
  SECTION
8
   RELEASE
OF ESCROW DOCUMENTS; TERM OF AGREEMENT
  8.1Loan Purchase
Documents.
  Upon
the Escrow Agent’s receipt of a notice from the Administrative Agent in the form
attached hereto as Exhibit C(a
“Loan
Purchase Notice”), the Escrow Agent shall deliver the Loan Purchase
Documents to TVA in accordance with the instructions set forth in the Loan
Purchase Notice.
  8.2Buy-Back
Documents.
  Upon
the Escrow Agent’s receipt of a notice from TVA and Seven States in the form
attached hereto as Exhibit D (a
“Buy-Back
Notice”), the Escrow Agent shall deliver the Buy-Back Documents to TVA in
accordance with the instructions set forth in the Buy-Back Notice.
  8.3Consummation
of Loan Purchase Condition Precedent to Consummation of
Buy-Back.
  Notwithstanding
anything to the contrary contained herein, under no circumstances shall a
Buy-Back be permitted to occur prior to a consummation of a Loan
Purchase.  The Escrow Agent hereby covenants and agrees that so long
as this Agreement is in effect, it will not, under any circumstance, release any
Buy-Back Document to TVA or any other party at any time prior to the
consummation of a Loan Purchase.
  
   D-
 8017069.8
  8.4Termination of
Escrow.
  The
escrow provided for hereunder shall terminate upon the earlier to occur of the
following (the “Termination
Date”):
  (A)Upon
the mutual written consent of Seven States, TVA and the Administrative Agent
(written notice of which shall be given jointly to the Escrow Agent);
or
  (B)Upon
the release of all of the Escrow Documents and the payment of all wires pursuant
to this Section
2.
  SECTION
9
   THE
ESCROW AGENT
  9.1Escrow
Agent.
  The
Escrow Agent shall be obligated for the performance of only such duties as are
specifically set forth in this Agreement and may rely and shall be protected in
acting or refraining from acting on any written notice, request, waiver,
consent, or instrument furnished to it in accordance with the terms of this
Agreement and reasonably believed by it to be genuine and to have been signed or
presented by the proper party or parties.  The Escrow Agent shall have
no duty to determine or inquire into the happening or occurrence of any event or
contingency, and it is agreed that its duties are purely ministerial in
nature.  The Escrow Agent may consult with and obtain advice from
legal counsel as to any provision hereof or its duties
hereunder.  Except for gross negligence or willful misconduct, the
Escrow Agent shall not be liable for any action taken or omitted by it in good
faith and reasonably believed by it to be authorized hereby, nor for action
taken or omitted by it in accordance with the advice of its counsel. Anything in
this Agreement notwithstanding, in no event shall the Escrow Agent be liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Escrow Agent has been
advised of such loss or damage and regardless of the form of
action.
   D-
 8017069.8
  9.2Indemnification.
  (A)TVA,
Seven States and each of the Lenders jointly and severally agree to indemnify,
defend and hold the Escrow Agent, its officers, directors, partners, employees
and agents (each, an “Indemnified
Party”) harmless from and against any and all losses, claims, damages,
demands, expenses and costs, causes of action, judgments or liabilities that may
be incurred by the Indemnified Parties arising directly or indirectly out of or
in connection with the Escrow Agent’s acceptance or appointment as Escrow Agent
hereunder, including the out-of-pocket  legal costs and expenses as
such expenses are incurred (including, without limitation, the expenses of any
experts, counsel or agents) of investigating, preparing for or defending itself
against any action, claim or liability in connection with its performance
hereunder. In no
event, however, shall TVA, Seven States or any of the Lenders be obligated to
indemnify the Indemnified Parties and save the Indemnified Parties harmless from
any fees, expenses, charges and/or liabilities incurred by the Indemnified
Parties as a result of their own willful misconduct or gross
negligence.
  (B)The
Parties agree that neither the payment by TVA, Seven States or any of the
Lenders of any claim by the Escrow Agent for indemnification hereunder shall
impair, limit, modify, or affect, as between TVA, Seven States and the Lenders,
the respective rights and obligations of TVA, Seven States and the Lenders under
this Agreement, the Buy-Back Arrangements Agreement or the Credit
Agreement.  TVA, Seven States and the Lenders agree solely among
themselves that any obligation for indemnification under this Section
3.2 shall be borne by TVA, Seven States and the Lenders in proportion to
each Party’s respective responsibility, if any, of such loss, damage, liability,
cost or expense for which the Escrow Agent is entitled to indemnification, the
causation to be determined by mutual agreement, arbitration (if TVA, Seven
States and the Lenders agree in writing to submit the dispute to arbitration) or
litigation; provided,
however,
that if no such Party is determined to be responsible for such loss, damage,
liability, cost or expense, any obligation for indemnification under this Section
3.2 shall be borne equally between TVA, Seven States and the
Lenders.
  (C)The
Parties agree and acknowledge that the terms of this Section 3.2 shall survive
the resignation or removal of the Escrow Agent as provided herein or the
termination of this Agreement.
   D-
 8017069.8
  9.3Resignation of
Escrow Agent.
  The
Escrow Agent may resign from the performance of its duties hereunder at any time
by giving at least fifteen (15) Business Days’ prior written notice to TVA, the
Administrative Agent, and Seven States or may be removed, with or without cause,
by TVA, the Administrative Agent, and Seven States, acting jointly, at any time
by the giving of fifteen (15) Business Days’ prior written notice to the Escrow
Agent, and in either the event of such resignation or removal, such written
notice shall specify the date by which such resignation or removal is intended
to take effect.  Such resignation or removal shall take effect,
however, only upon the appointment of a successor escrow agent as provided
herein, and no such resignation or removal shall be effective until a successor
escrow agent succeeds to and becomes vested with all the rights, powers,
privileges, and duties of the retiring Escrow Agent.  Upon any such
notice of resignation or removal, TVA, the Administrative Agent, and Seven
States, acting jointly, shall appoint a successor escrow agent hereunder, which
shall be a commercial bank, trust company or other financial institution with a
combined capital and surplus in excess of $100,000,000, unless otherwise agreed
by TVA, the Administrative Agent, and Seven States as evidenced by written
instructions executed by TVA, the Administrative Agent and Seven
States.  Upon the acceptance in writing of any appointment as the
Escrow Agent hereunder by a successor escrow agent, such successor escrow agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges, and duties of the retiring Escrow Agent, and the retiring Escrow
Agent shall be discharged from its duties and obligations under this Agreement,
but shall not be discharged from any liability for actions taken as the Escrow
Agent hereunder prior to such succession.  After any retiring Escrow
Agent’s resignation or removal, the provisions of this Agreement shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
the Escrow Agent under this Agreement.  Notwithstanding anything to
the contrary herein, if the Escrow Agent provides notice of resignation and a
successor Escrow Agent has not been appointed within forty-five (45) days
thereafter, the Escrow Agent shall be entitled to deliver all property held
hereunder into the registry of any court of competent jurisdiction in New York
and thereupon the Escrow Agent shall be discharged from all further duties as
Escrow Agent hereunder.
  9.4Receipt.
  By
its execution of this Agreement, the Escrow Agent acknowledges receipt of the
Escrow Documents.
  
   D-
 8017069.8
  9.5Fees.
  TVA,
Seven States, and the Lenders shall compensate the Escrow Agent for its services
hereunder in accordance with Exhibit E
attached hereto and, in addition, shall reimburse the Escrow Agent for all of
its reasonable out-of-pocket expenses, including attorneys’ fees, travel
expenses, postage, copying charges, and the like (collectively, the “Fees”)
in accordance with such Exhibit
E.  All of the compensation and reimbursement obligations set
forth in this Section
3.5 shall be payable upon demand by the Escrow Agent and, with respect to
the Escrow Agent, shall be a joint and several obligation of TVA, Seven States
and the Lenders.  TVA, Seven States, and the Lenders agree, solely
among themselves, that (i) the Fees shall be borne equally among TVA, Seven
States, and the Lenders, and (ii) if any such Party shall pay more than its
share of such Fees, such Party shall have a right of contribution from the other
with respect to such Fees paid by that Party.  The obligations of TVA,
Seven States, and the Lenders under this Section
3.5 shall survive any termination of this Agreement and the resignation
or removal of the Escrow Agent.
  SECTION
10
   MISCELLANEOUS
  10.1Notices.
  All
notices, communications, and deliveries under this Agreement will be made in
writing signed by or on behalf of the Party making the same, will specify the
Section under this Agreement pursuant to which it is given or being made,
and will be delivered personally or sent by first class registered or certified
mail (return receipt requested) (with postage and other fees prepaid) or by a
national overnight courier service, in each case to the appropriate addresses
set forth below (or to such other address as a Party may designate by notice to
the other Parties):
  
 If to
      TVA:
                
                Tennessee
      Valley Authority
                400 West Summit Hill Drive,
                WT 4C-K
                Knoxville, TN 37902
                Attn:
      Treasurer
                Tel:           865-632-3366
                Fax:           865-632-6673
              With
      copies to:
                
                Tennessee
      Valley Authority
                400 West Summit Hill Drive,
                WT 6A-K
                Knoxville, TN 37902
                Attn:                      Office
      of General Counsel
                Tel:           865-632-4131
                Fax:           865-632-3307
                Tennessee
      Valley Authority
                One Century Plaza, 26 Century
                Blvd., OCP 1F-NST
                Nashville, TN 37229
                Attn:
      Executive Vice President,
                Customer Resources
                Tel:           615-232-6011
                Fax:           615-232-6014If to
      Seven States:
                
                Seven
      States Southaven, LLC
                1206
      Broad Street
                Chattanooga,
      TN 37402
                
                Attn:  President
      and CEO
                Tel:           423-756-6511
                Fax:           423-267-9424
              With a
      copy to:
                
                Miller & Martin, PLLC
                832 Georgia Avenue
                Chattanooga, TN 37402
                
                Attn:  Carlos
      Smith
                Tel:                    423-785-8359
                Fax:                    423-321-1659If to
      Escrow Agent, to:
                
                JPMorgan
      Chase Bank,
                National                         Association
                WorldWide
      Securities Services
                4
      New York Plaza, 21st Floor
                New
      York, New York 10017
                
                Attn:  Iliona
      A. Kandarova
                Fax:   212-623-6168If to a
      Lender of the AdministrativeAgent:
                
                To the address set forth in thesignature page
      hereto
 
 Any
such notice, communication, or delivery shall be deemed given or made (a) on the
date of delivery, if delivered in person, (b) on the first business day
following delivery to a national overnight courier service, or (c) on the
fifth business day following it being mailed by registered or certified mail;
provided,
however,
that notwithstanding anything to the contrary herein provided, the Escrow Agent
shall not be deemed to have received any notice hereunder prior to its actual
receipt thereof.
  10.2Exhibits.
  The
Exhibits to this Agreement are hereby incorporated into this Agreement and
are hereby made a part of this Agreement as if set out in full in this
Agreement.
  10.3Assignment;
Successors in Interest.
  No
assignment or transfer by any Party of such Party’s rights and obligations under
this Agreement will be made except with the prior written consent of the other
Parties.  This Agreement will be binding upon and will inure to the
benefit of the Parties and their respective successors and permitted assigns,
and any reference to a Party will also be a reference to a successor or
permitted assign.
  10.4Number;
Gender.
  Whenever
the context so requires, the singular number will include the plural and the
plural will include the singular, and the gender of any pronoun will include the
other genders.
  10.5Captions.
  The
titles and captions contained in this Agreement are inserted in this Agreement
only as a matter of convenience and for reference and in no way define, limit,
extend, or describe the scope of this Agreement or the intent of any provision
of this Agreement.  Unless otherwise specified to the contrary, all
references to Sections are references to Sections of this Agreement and all
references to Schedules or Exhibits are references to Schedules and
Exhibits, respectively, to this Agreement.
  10.6Controlling
Law; Amendment.
  This
Agreement will be governed by and construed and enforced in accordance with the
internal Laws of the State of New York without reference to its choice of law
rules.  This Agreement may not be amended, modified, or supplemented
except by written agreement of the Parties.
  
   D-
 8017069.8
  
  10.7Consent to
Jurisdiction.
  (A)                   Each
of the Parties hereby irrevocably consents and agrees that any action, suit, or
proceeding arising in connection with any disagreement, dispute, controversy, or
claim arising out of or relating to this Agreement or any related document that
involves the Escrow Agent (for purposes of this Section, a “Legal
Dispute”) shall be brought only to the exclusive jurisdiction of the
courts of the State of New York or the federal courts located in the State of
New York.  The Parties agree that, after a Legal Dispute is before a
court as specified in this Section 4.7
and during the pendency of such Legal Dispute before such court, all actions,
suits, or proceedings with respect to such Legal Dispute or any other Legal
Dispute, including, without limitation, any counterclaim, cross-claim, or
interpleader, shall be subject to the exclusive jurisdiction of such
court.  Each of the Parties hereby waives, and agrees not to assert,
as a defense in any Legal Dispute, that it is not subject thereto or that such
action, suit or proceeding may not be brought or is not maintainable in such
court or that its property is exempt or immune from execution, that the action,
suit or proceeding is brought in an inconvenient forum or that the venue of the
action, suit, or proceeding is improper.  Each Party irrevocably
waives the right to trial by jury.  Each Party agrees that a final
judgment in any action, suit, or proceeding described in this Section
4.7 after the expiration of any period permitted for appeal and subject
to any stay during appeal shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
applicable Laws.  Except as otherwise provided herein, any action,
suit, or proceeding arising in connection with any disagreement, dispute,
controversy, or claim arising out of or relating to the Credit Agreement, the
Joint Ownership Agreement, the Buy-Back Arrangements Agreement or any related
document that does not
involve the Escrow Agent shall be resolved in accordance with the dispute
resolution procedures provided in the Credit Agreement, the Joint Ownership
Agreement, the Buy-Back Arrangements Agreement or such related document, or if
no dispute resolutions procedures are provided in such related document, by any
court having venue and jurisdiction with respect to such disagreement, dispute,
controversy, or claim.
  (B)                   Each
Party to this Agreement hereby agrees that service of the summons and complaint
and all other process that may be served in any such suit, action, or proceeding
may be effected by mailing by registered mail, return receipt requested, a copy
of such process to the address of such Party set forth
herein.  Nothing herein shall be construed to prohibit service of
process by any other method permitted by law.
  
   D-
 8017069.8
  
  10.8Severability.
  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction will, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement, and any such prohibition or unenforceability in any jurisdiction
will not invalidate or render unenforceable such provision in any other
jurisdiction.  To the extent permitted by Law, the Parties waive any
provision of Law that renders any such provision prohibited or unenforceable in
any respect.
  10.9Counterparts.
  This
Agreement may be executed in two or more counterparts, each of which will be
deemed an original, and it will not be necessary in making proof of this
Agreement or the terms of this Agreement to produce or account for more than one
of such counterparts, provided that a counterpart is executed by the Party
against whom enforcement is sought.
  10.10Waiver.
  Any
agreement on the part of a Party to any extension or waiver of any provision of
this Agreement will be valid only if set forth in an instrument in writing
signed on behalf of such Party.  A waiver by a Party of the
performance of any covenant, agreement, obligation, condition, representation,
or warranty will not be construed as a waiver of any other covenant, agreement,
obligation, condition, representation, or warranty.  A waiver by any
Party of the performance of any act will not constitute a waiver of the
performance of any other act or an identical act required to be performed at a
later time.
  10.11Integration.
  This
Agreement and the documents executed pursuant to this Agreement supersede all
negotiations, agreements, and understandings among the Parties with respect to
the subject matter of this Agreement.
  10.12Force
Majeure.
  No
party to this Agreement shall be liable to any other party for losses due to, or
if it is unable to perform its obligations under the terms of this Agreement
because of, acts of God, fire, war, terrorism, floods, strikes, electrical
outages, equipment or transmission failure, or other causes reasonably beyond
its control.
  
   D-
 8017069.8
  10.13Security
Procedures.
  In
the event transfer instructions are given (other than in writing at the time of
execution of this Agreement), whether in writing, by facsimile or otherwise, the
Escrow Agent is authorized to seek confirmation of such instructions by
telephone call-back to the person or persons designated on Exhibit
F  hereto and the Escrow Agent may rely upon the confirmation
of anyone purporting to be the person or persons so designated.  Each
transfer instruction shall be executed by an authorized signatory, a list of
such authorized signatories is set forth on Exhibit
F.  The persons and telephone numbers for call-backs may be
changed only in a writing actually received and acknowledged by the Escrow
Agent. If the Escrow Agent is unable to contact any of the authorized
representatives identified in Exhibit F, the
Escrow Agent is hereby authorized to seek confirmation of such instructions by
telephone call-back to any one or more of TVA or Seven States executive officers
(the “Executive
Officers”), as the case may be, as the Escrow Agent may select, which
shall include the titles of Chief Financial Officer and Executive Vice
President, Financial Services, Senior Vice President and Treasurer, and Vice
President, Strategy, Pricing and Contracts, with respect to TVA, and the titles
of President and Chief Executive Officer, Vice President, Secretary, and
Treasurer, with respect to Seven States. Such Executive Officer shall deliver to
the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent
may rely upon the confirmation of anyone purporting to be any such
officer.  The Parties acknowledge that these security procedures are
commercially reasonable.
  10.14Patriot Act
Disclosure.
  Section
326 of the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (“USA
PATRIOT Act”) requires the Escrow Agent to implement reasonable
procedures to verify the identity of any person that opens a new account with
it.  Accordingly, the Parties acknowledge that Section 326 of the USA
PATRIOT Act and the Escrow Agent’s identity verification procedures require the
Escrow Agent to obtain information which may be used to confirm the Parties
identity including without limitation name, address and organizational documents
(“identifying
information”). The Parties agree to provide the Escrow Agent with and
consent to the Escrow Agent obtaining from third parties any such identifying
information required as a condition of opening an account with or using any
service provided by the Escrow Agent.
  
   D-
 8017069.8
  IN WITNESS
WHEREOF, the Parties have executed and delivered this Agreement as of the
date first written above.
  
  SEVEN
STATES SOUTHAVEN, LLC
  By:
 Name:
 Title:
  TENNESSEE
VALLEY AUTHORITY
  By:
 Name:
 Title:
  JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION,
 as
Administrative Agent and a Lender
  By:
 Name:
 Title:
  Address:
 [JPMorgan
Address]
  COBANK,
ACB,
 as
a Lender
  By:
 Name:
 Title:
  Address:
 [CoBank
Address]
  
  BRANCH
BANKING AND TRUST COMPANY,
 as
a Lender
  By:
 Name:
 Title:
  Address:
 [BB&T
Address]
  JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, as Escrow
Agent
  By:
 Name:
 Title:
  
 
  D-
 8017069.8
  EXHIBIT
A
  LOAN
PURCHASE DOCUMENTS
 
 1.
              Assignment
      and Assumption Agreement between JPMorgan Chase Bank, National
      Association, as administrative agent and assignor, and Tennessee Valley
      Authority, as assignee.
 
 2.
              Assignment
      and Assumption Agreement between CoBank, ACB, as assignor, Tennessee
      Valley Authority, as assignee, and JPMorgan Chase Bank, National
      Association, as administrative
agent.
 
 3.
              Assignment
      and Assumption Agreement between Branch Banking and Trust Company, as
      assignor, Tennessee Valley Authority, as assignee, and JPMorgan Chase
      Bank, National Association, as administrative
  agent.
 
 4.
              Certificate
      of Acceptance of Appointment of Administrative Agent, executed by
      Tennessee Valley Authority.
 
 5.
              Promissory
      Note, dated as of September 30, 2008, in the principal face amount of
      $124,999,891.50, by Seven States Southaven, LLC in favor of JPMorgan Chase
      Bank, National Association.
 
 6.
              Promissory
      Note, dated as of September 30, 2008, in the principal face amount of
      $149,998,569.80, by Seven States Southaven, LLC in favor of CoBank,
      ACB.
 
 7.
              Promissory
      Note, dated as of September 30, 2008, in the principal face amount of
      $49,997,356.70, by Seven States Southaven, LLC in favor of Branch Banking
      and Trust Company.
 
 8.
              Assignment
      of Collateral Assignment Agreement executed by JPMorgan Chase Bank,
      National Association.
 
 9.           Allonge
to Promissory Note executed by JPMorgan Chase Bank, National
Association.
 
 10.
              Allonge
      to Promissory Note executed by CoBank,
ACB.
 
 11.
              Allonge
      to Promissory Note executed by Branch Banking and Trust
      Company.
 
 12.
              UCC-3
      Assignment (Delaware) naming Tennessee Valley Authority as assignee with
      respect to UCC file number 2008
3305651.
 
 13.
              Assignment
      of Collateral Assignment Agreement executed by JPMorgan Chase Bank,
      National Association.
 
 
 
   D-
 8017069.8
  EXHIBIT
B
  BUY-BACK
DOCUMENTS
 
 1.           Closing
Statement
 
 2.
              Special
      Warranty Deed, executed by Seven States Southaven, LLC, with respect to
      certain real property located in Desoto County,
    Mississippi.
 
 3.
              Special
      Warranty Deed, executed by Seven States Southaven, LLC, with respect to
      certain real property located in Shelby County,
  Tennessee.
 
 4.
              Bill
      of Sale executed by Seven States Southaven, LLC and Tennessee Valley
      Authority.
 
 5.
              Assignment
      and Assumption Agreement executed by Seven States Southaven, LLC and
      Tennessee Valley Authority.
 
 
 
  
   D-
 8017069.8
  EXHIBIT
C
  FORM
OF LOAN PURCHASE NOTICE
  [Escrow
Agent]
 [Address]
 
 Re:           Loan Purchase
Notice
 
 Ladies
and Gentlemen:
 
 Reference is made to that certain Escrow Agreement (as
amended, restated, supplemented, or otherwise modified, the “Agreement”;
capitalized terms used but not otherwise defined herein shall have the meanings
assigned thereto in the Agreement), dated September 30, 2008, among you, Seven
States Southaven, LLC, Tennessee Valley Authority, and JPMorgan Chase Bank,
National Association.  This Notice constitutes a Loan Purchase Notice
as described in and delivered pursuant to Section 2.1 of the
Agreement.
 
 Notice is hereby given that the undersigned has received
electronically transmitted payment of immediately available funds equal to the
full Purchase Price (as defined in the Buy-Back Arrangements
Agreement).  You are hereby instructed to take the following actions
in the following order:
 
 (1)
              First,
      date each of the documents described as items 1 through [14]of
      Exhibit A to the Agreement as of the Effective
  Date
 
 (2)
              Second,
      complete Section 6 of each of the Assignment and Assumption Agreements
      described as items 1 through [3] of
      Exhibit A to the Agreement with the following
      information:
 
 (a)
              With
      respect to item 1 of Exhibit A
(JPMorgan):
 
 Assignor
              Assignee
              Facility
      Assigned
              Aggregate
      Amount of Commitment/Loans for all Lenders
              Amount
      of Commitment/
                Loans
      Assigned
              Percentage
      Assigned of Commitment/LoansJPMorgan
      Chase Bank, National Association
              Tennessee
      Valley Authority
              [Term
      Loan] [Incremental Term Loan A/B]
              $
              $
              %
 
  D-
 8017069.8
  
 (b)
              With
      respect to item 2 of Exhibit A
(CoBank)
 
 Assignor
              Assignee
              Facility
      Assigned
              Aggregate
      Amount of Commitment/Loans for all Lenders
              Amount
      of Commitment/
                Loans
      Assigned
              Percentage
      Assigned of Commitment/LoansCoBank,
      ACB
              Tennessee
      Valley Authority
              [Term
      Loan] [Incremental Term Loan A/B]
              $
              $
              %
 
 (c)
              With
      respect to item 3 of Exhibit A
(BB&T)
 
 Assignor
              Assignee
              Facility
      Assigned
              Aggregate
      Amount of Commitment/Loans for all Lenders
              Amount
      of Commitment/
                Loans
      Assigned
              Percentage
      Assigned of Commitment/LoansBranch
      Banking and Trust Company
              Tennessee
      Valley Authority
              [Term
      Loan] [Incremental Term Loan A/B]
              $
              $
              %
 
 [(d)
              Complete
      for each Incremental Term Loan Lender and all
  Assignees]
 
 (3)
              Third,
      deliver each of the Loan Purchase Documents described on Exhibit A to the
      Agreement by national overnight courier service to Tennessee Valley
      Authority at the following
address:
 
 Tennessee Valley Authority
 One Century Plaza, 26 Century Blvd., OCP
1F-NST
 Nashville, TN 37902
 Attn:  Executive Vice President, Customer
Resources
 
 (5)
              Fourth,
      deliver a copy of each of the Loan Purchase Documents described on Exhibit
      A to the Agreement by national overnight courier service to JPMorgan Chase
      Bank, National Association, at the following
    address:
 
 JPMorgan Chase Bank, National
Association
 270 Park Avenue
 New York, New York 10017
 Attn:  Michael Mak
 
 
 
  D-
 8017069.8
  
 
 Very
truly yours,
 
 JPMORGAN
      CHASE BANK,
 NATIONAL
ASSOCIATION, as Administrative Agent
 
 By: __________________________
 Name:
 Title:
 
 
 cc:
 
 Tennessee
Valley Authority
 One
Century Plaza, 26 Century Blvd., OCP 1F-NST
 Nashville,
TN 37902
 Attn:  Executive
Vice President, Customer Resources
 
  D-
 8017069.8
  EXHIBIT
D
 
 FORM
OF BUY-BACK NOTICE
  [Escrow
Agent]
 [Address]
 
 Re:           Buy-Back
Notice
 
 Ladies
and Gentlemen:
 
 Reference is made to that certain Escrow Agreement (as
amended, restated, supplemented, or otherwise modified, the “Agreement”;
capitalized terms used but not otherwise defined herein shall have the meanings
assigned thereto in the Agreement), dated September 30, 2008, among you, Seven
States Southaven, LLC, Tennessee Valley Authority, and JPMorgan Chase Bank,
National Association.  This Notice constitutes a Buy-Back Notice as
described in and delivered pursuant to Section 2.2 of the
Agreement.
 
 You are hereby instructed to take the following actions in
the following order:
 
 (1)
              First,
      comply with and complete all instructions set forth in any Loan Purchase
      Notice you receive or have received from JPMorgan Chase Bank, National
      Association
 
 (2)
              Second,
      date each of the documents described as items [1]
      through [5]of Exhibit B to the Agreement as of [INSERT BUY-BACK
      PURCHASE DATE] and (b) insert the amount of $[INSERT BUY-BACK
      PRICE] on the Closing Statement where indicated
      therein
 
 (3)
              Third,
      deliver each of the Buy-Back Documents described on Exhibit B to the
      Agreement by national overnight courier service to Tennessee Valley
      Authority at the following
address:
 
 Tennessee Valley Authority
 One Century Plaza, 26 Century Blvd., OCP
1F-NST
 Nashville, TN 37902
 Attn:  Executive Vice President, Customer
Resources
 
 
 Very
truly yours,
 
 TENNESSEE
VALLEY AUTHORITY
 
 By: __________________________
 Name:
 Title:
 
 
 SEVEN
STATES SOUTHAVEN, LLC
 
 By: __________________________
 Name:
 Title:
 
  D-
 8017069.8
  EXHIBIT
E
  FEES
  The
annual administration fee of $2,500 for administering this Escrow Agreement will
be payable upon invoice.  Such fee is non-refundable and will not be
pro rated.
  Out
of pocket expenses such as, but not limited to postage, courier, overnight mail,
insurance, money wire transfer, long distance telephone charges, facsimile,
stationery, travel, legal or accounting, and other out of pocket costs, will be
billed at cost and shall be promptly paid.
  These
fees do not include extraordinary services which will be priced according to
time and scope of duties and shall be promptly paid.  The fees shall
be deemed earned in full upon receipt by the Escrow Agent, and no portion shall
be refundable for any reason, including without limitation, termination of the
Escrow Agreement.
  
   D-
 8017069.8
  EXHIBIT
F
  TELEPHONE
NUMBER(S) AND AUTHORIZED SIGNATURE(S) FOR
  PERSON(S)
DESIGNATED TO GIVE TRANSFER INSTRUCTIONS
  
 Tennessee
      Valley Authority:
 
 Name
              Telephone
      Number
              Signature
 
 1.
              ______________________
              ___________________
              ___________________
 
 2.
              ______________________
              ___________________
              ___________________
 
 3.
              ______________________
              ___________________
              ___________________
 
 
 Seven
      States Southaven, LLC:
 
 Name
              Telephone
      Number
              Signature
 
 1.
              ______________________
              ___________________
              ___________________
 
 2.
              ______________________
              ___________________
              ___________________
 
 3.
              ______________________
              ___________________
              ___________________
 
 
 JPMorgan
      Chase Bank, National Association:
 
 Name
              Telephone
      Number
              Signature
 
 1.
              ______________________
              ___________________
              ___________________
 
 2.
              ______________________
              ___________________
              ___________________
 
 3.
              ______________________
              ___________________
              ___________________
 
 
  
  D-
 8017069.8
  EXHIBIT
E
 
 Form of
Allonge
 
 
 FORM
OF ALLONGE TO PROMISSORY NOTE
 
 ________
___, 20___
 
 Pay to the order of TENNESSEE VALLEY AUTHORITY, WITHOUT
REPRESENTATION, WARRANTY OR RECOURSE, the promissory note described below to
which this Allonge is affixed:
 
 Promissory
Note, dated September 30, 2008, made by Seven States Southaven, LLC payable to
the order of [LENDER] in the
original principal amount of __________ ($__________).
 
 
 [LENDER]
 
 
 By:____________________________
 Name:
 Title:
 
 
  E-1
 8017069.8
  EXHIBIT
F
 
 Form of UCC
Assignment Documents
 
 
 (Form
omitted)
 
 
  F-1
 8017069.8
  EXHIBIT
G
 
 How to Find
TVA’s Annual and Quarterly Reports
 
 TVA
files annual and quarterly reports with the SEC.  Annual financial
information about TVA can be found in TVA’s Annual Report filed on Form
10-K.  Interim financial information can be found in TVA’s Quarterly
Reports filed on Form 10-Q.  TVA’s annual and quarterly reports are
available to the public from the SEC’s website at www.sec.gov and from TVA’s
website at www.tva.gov.  Additionally, TVA’s annual and quarterly
reports may be read and copied at the SEC’s public reference room in Washington,
D.C.  Information about the public reference room may be obtained by
calling the SEC at 1-800-SEC-0330.
 
 
  G-1
 8017069.8
  EXHIBIT
H
 
 Form of
Purchase Price Notice
 
 ______
__, 20__
 
 Tennessee
Valley Authority
 400
W. Summit Hill Drive, WT 4C-K
 Knoxville,
TN 37902
 Attn:  Treasurer
 Fax:  865-632-6673
 
 Tennessee
Valley Authority
 One
Century Plaza, 26 Century Blvd., OCP 1F-NST
 Nashville,
TN 37229
 Attn:  Executive
Vice President, Customer Resources
 Fax:  615-232-6014
 
 Re:           Purchase Price
Notice
 
 Ladies
and Gentlemen:
 
 Reference is made to that certain Buy-Back Arrangements
(Including Loan Purchase), dated as of September 30, 2008 (as amended, restated,
supplemented or otherwise modified, the “Agreement”;
capitalized terms used but not otherwise defined herein shall have the meanings
assigned thereto in the Agreement), among Tennessee Valley Authority, JPMorgan
Chase Bank, National Association, and the other Lenders identified
therein.
 
 This notice constitutes a “Purchase Price Notice” delivered
pursuant to the Agreement and the Loan Purchase Notice previously delivered by
the undersigned to you.  The Purchase Price is [INSERT PURCHASE
PRICE], consisting of the following amounts as of [______ __,
20__]1(the
“Loan
Purchase Date”):
 
 Principal:                                $_______________
 Accrued
Interest:                                           $_______________
 Fees and
Expenses:                                           $_______________
 
 If
the Purchase Price is received after [______], Eastern Standard Time on the Loan
Purchase Date, the additional per diem interest will be $[__________] per
day.  The amounts set forth above are based on the assumption that
after the date hereof, no new loans are made, no payments are made on any loans
and there is no change in the interest rate on the loans, in each case, under
the Credit Agreement.  In the event that any such events occur on or
prior to the Loan Purchase Date, the undersigned will deliver to TVA a
substitute Purchase Price Notice reflecting the adjusted Loan Purchase
Amount.
 
 Upon
receipt of the Purchase Price in immediately available funds no later than the
Loan Purchase Date, the undersigned will direct the Escrow Agent to complete and
deliver the Loan Purchase Documents (as defined in the Escrow Agreement) to
you.
 
 
 Very
truly yours,
 
 JPMORGAN CHASE BANK,
 NATIONAL
ASSOCIATION,
 as
Administrative Agent
 
 By:
__________________________
 Name:
 Title:
 
 1 Note to
Administrative Agent:  Insert date for which the Purchase Price payoff
was determined.
  H-
 8017069.8