Exhibit 10.7This Void Walk Away Agreement has been filed to provide investors with information regarding itsterms. It is not intended to provide any other factual information about the Tennessee ValleyAuthority. The representations and warranties of the parties in this Void Walk Away Agreement weremade to, and solely for the benefit of, the other parties to this Void Walk Away Agreement. Theassertions embodied in the representations and warranties may be qualified by information includedin schedules, exhibits or other materials exchanged by the parties that may modify or createexceptions to the representations and warranties. Accordingly, investors should not rely on therepresentations and warranties as characterizations of the actual state of facts at the time theywere made or otherwise.
 

 
**VOID WALK AWAY AGREEMENT**     THIS AGREEMENT is effective as of the date it is executed by the last party to execute it andis made and entered into among MEMPHIS LIGHT, GAS AND WATER DIVISION (“Board”), acting for itselfand on behalf of the CITY OF MEMPHIS, TENNESSEE (“Municipality”), a municipal corporation createdand existing under and by virtue of the laws of the State of Tennessee, and TENNESSEE VALLEYAUTHORITY (“TVA”), a corporation created and existing under and by virtue of the Tennessee ValleyAuthority Act of 1933, as it exists on the date of execution of this agreement;**WITNESSETH;**     WHEREAS, TVA and Board have entered into a Commitment Agreement dated November 19, 2003 andSupplement No. 95 dated November 19, 2003 to their Power Contract TV-65726A, dated December 26,1984; and     WHEREAS, the Commitment Agreement and Supplement No. 95 are subject to certain conditionsprecedent prior to their becoming effective; and     WHEREAS, those conditions precedent have now been satisfied;     NOW, THEREFORE, for and in consideration of the premises and of the mutual agreements setforth below, and subject to the provisions of the Tennessee Valley Authority Act of 1933, as itexists on the date of execution of this agreement, the parties agree as follows:     1. Each of the conditions precedent listed in Sections 4(a) through 4(f) ofthe Commitment Agreement has now been satisfied.     2. TVAand Board have executed Supplement No. 96 of even dateherewith pursuant to which they have carried out the one-time adjustment of theMonthly Savings under Supplement No. 95 and of certain other terms and/orfigures in Supplement No. 95 contemplated by Section 5 of the CommitmentAgreement. The execution of Supplement No. 96 satisfies the condition precedentspecified in Section 4(f) of the Commitment Agreement. TVA and Board herebywaive any remaining termination rights under Section 5 of the CommitmentAgreement.
 

 
     3. The execution of the instant agreement satisfies the conditions precedent specifiedin Section 4(g) of the Commitment Agreement. Accordingly, Supplement No. 95, as modified bySupplement No. 96, shall become effective upon the execution ofthis agreement.     IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their dulyauthorized officers, as of the day and year first above written.
2

 
         MEMPHIS LIGHT, GAS AND WATER DIVISION