364-Day Credit Agreement - The Bank of Nova Scotia



	
      REVOLVING CREDIT AGREEMENT

       
    

	
      dated as of

       
    

	
      March 30, 2004

       
    

	
      among

       
    

	
      NATIONAL RURAL UTILITIES

      COOPERATIVE FINANCE CORPORATION,

       
    

	
      THE BANKS LISTED HEREIN,

       
    

	
      JPMORGAN CHASE BANK,

       
    

	
      BANK OF AMERICA, N.A.,

       
    

	
      and

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

      as Co-Documentation Agents,

       
    

	
      THE BANK OF NOVA SCOTIA,

      as Administrative Agent

       
    

	
      and

       
    

	
      ABN AMRO BANK N.V.,

      as Syndication Agent

       
    

	  
	  
	
      Arranged by

      THE BANK OF NOVA SCOTIA

	  


  


 
 

	
      TABLE OF CONTENTS

	
       

	 	
      PAGE

	
       
	 	 
	
      ARTICLE 1
	 	 
	
      Definitions
	 	 
	
       
	 	 
	
      Section 1.01. Definitions
	
      1
	 
	
      Section 1.02. Accounting Terms and Determinations
	
      14
	 
	
      Section 1.03. Types of Borrowings
	
      14
	 
	
       
	 	 
	
      Article 2
	 	 
	
      The Credits
	 	 
	
       
	 	 
	
      Section 2.01. Commitments to Lend
	
      14
	 
	
      Section 2.02. Notice of Committed Borrowings
	
      15
	 
	
      Section 2.03. Money Market Borrowings
	
      16
	 
	
      Section 2.04. Notice to Banks; Funding of Loans
	
      20
	 
	
      Section 2.05. Notes
	
      21
	 
	
      Section 2.06. Maturity of Loans
	
      21
	 
	
      Section 2.07. Interest Rates
	
      21
	 
	
      Section 2.08. Method of Electing Interest Rates
	
      23
	 
	
      Section 2.09. Fees
	
      25
	 
	
      Section 2.10. Optional Termination or Reduction of Commitments
	
      26
	 
	
      Section 2.11. Mandatory Termination of Commitments
	
      26
	 
	
      Section 2.12. Optional Prepayments
	
      26
	 
	
      Section 2.13. General Provisions as to Payments
	
      26
	 
	
      Section 2.14. Funding Losses
	
      27
	 
	
      Section 2.15. Computation of Interest and Fees
	
      27
	 
	
      Section 2.16. Withholding Tax Exemption
	
      28
	 
	
      Section 2.17. Increase of Commitments
	
      28
	 
	
       
	 	 
	
      Article 3
	 	 
	
      Conditions
	 	 
	
       
	 	 
	
      Section 3.01. Effectiveness
	
      29
	 
	
      Section 3.02. Prior Credit Agreements
	
      31
	 
	
      Section 3.03. Borrowings
	
      31
	 
	
       
	 	 
	
      Article 4
	 	 
	
      Representations and Warranties
	 	 
	
       
	 	 
	
      Section 4.01. Corporate Existence, Power and Authority
	
      32
	 
	
      Section 4.02. Financial Statements
	
      33
	 
	
      Section 4.03. Litigation
	
      34
	 
	
      Section 4.04. Governmental Authorizations
	
      34
	 
	
      Section 4.05. Members' Subordinated Certificates
	
      34
	 
	
      Section 4.06. No Violation of Agreements
	
      34
	 


	  
	


	      		
	
      Section 4.07. No Event of Default under the Indentures
	
      35
	 
	
      Section 4.08. Compliance with ERISA
	
      35
	 
	
      Section 4.09. Compliance with Other Laws
	
      35
	 
	
      Section 4.10. Tax Status
	
      35
	 
	
      Section 4.11. Investment Company Act
	
      35
	 
	
      Section 4.12. Public Utility Holding Company Act
	
      35
	 
	
      Section 4.13. Disclosure
	
      36
	 
	
      Section 4.14. Subsidiaries
	
      36
	 
	
      Section 4.15. Environmental Matters
	
      36
	 
	
        
	 	 
	
      Article 5
	 	 
	
      Covenants
	 	 
	
         
	 	 
	
      Section 5.01. Corporate Existence
	
      37
	 
	
      Section 5.02. Disposition of Assets, Merger, Character of Business, etc
	
      37
	 
	
      Section 5.03. Financial Information
	
      37
	 
	
      Section 5.04. Default Certificates
	
      39
	 
	
      Section 5.05. Notice of Litigation, Legislative Developments and
      Defaults
	
      40
	 
	
      Section 5.06. ERISA
	
      40
	 
	
      Section 5.07. Payment of Charges
	
      41
	 
	
      Section 5.08. Inspection of Books and Assets
	
      41
	 
	
      Section 5.09. Indebtedness
	
      41
	 
	
      Section 5.10. Liens
	
      42
	 
	
      Section 5.11. Maintenance of Insurance
	
      43
	 
	
      Section 5.12. Subsidiaries and Joint Ventures
	
      43
	 
	
      Section 5.13. Minimum TIER
	
      44
	 
	
      Section 5.14. Retirement of Patronage Capital
	
      44
	 
	
      Section 5.15. Use of Proceeds
	
      44
	 
	
        
	 	 
	
      Article 6
	 	 
	
      Defaults
	 	 
	
        
	 	 
	
      Section 6.01. Events of Defaults
	
      45
	 
	
      Section 6.02. Notice of Default
	
      47
	 
	
        
	 	 
	
      Article 7
	 	 
	
      The Administrative Agent
	 	 
	
        
	 	 
	
      Section 7.01. Appointment and Authorization
	
      47
	 
	
      Section 7.02. Administrative Agent and Affiliates
	
      47
	 
	
      Section 7.03. Action by Administrative Agent
	
      47
	 
	
      Section 7.04. Consultation with Experts
	
      47
	 
	
      Section 7.05. Liability of Administrative Agent
	
      48
	 
	
      Section 7.06. Indemnification
	
      48
	 
	
      Section 7.07. Credit Decision
	
      48
	 
	
      Section 7.08. Successor Administrative Agent
	
      48
	 
	
      Section 7.09. Co-Documentation Agents and Syndication Agent Not Liable
	
      49
	 
	
         
	 	 


	  
	


 

	
      Article 8
	 	 
	
      Change in Circumstances
	 	 
	
        
	 	 
	
      Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair
	
      49
	 
	
      Section 8.02. Illegality
	
      50
	 
	
      Section 8.03. Increased Cost and Reduced Return
	
      50
	 
	
      Section 8.04. Base Rate Loans Substituted for Affected Euro-Dollar
      Loans
	
      52
	 
	
        
	 	 
	
      Article 9
	 	 
	
      Miscellaneous
	 	 
	
        
	 	 
	
      Section 9.01. Notices
	
      52
	 
	
      Section 9.02. No Waivers
	
      53
	 
	
      Section 9.03. Expenses; Documentary Taxes; Indemnification
	
      53
	 
	
      Section 9.04. Sharing of Set-offs
	
      54
	 
	
      Section 9.05. Amendments and Waivers
	
      54
	 
	
      Section 9.06. Successors and Assigns
	
      55
	 
	
      Section 9.07. Collateral
	
      56
	 
	
      Section 9.08. Governing Law
	
      56
	 
	
      Section 9.09. Counterparts; Integration
	
      56
	 
	
      Section 9.10. Several Obligations
	
      56
	 
	
      Section 9.11. Severability
	
      57
	 
	
      Section 9.12. Confidentiality
	
      57
	 
	
      Section 9.13. WAIVER OF JURY TRIAL
	
      57
	 
	
      Section 9.14 . USA Patriot Act
	
      57
	 


	 
	



 
 

	
      Agent Schedule

	
      Commitment Schedule

	
      Pricing Schedule



	 
	
      Schedule 5.03(a)
	
      -
	
      Non-GAAP Subsidiaries

	 	 	 
	
      Exhibit A
	
      -
	
      Form of Note

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

	
      Exhibit C
	
      -
	
      Money Market Quote Request

	
      Exhibit D
	
      -
	
      Invitation for Money Market Quotes

	
      Exhibit E
	
      -
	
      Money Market Quote

	
      Exhibit F
	
      -
	
      Opinion of General Counsel for the Borrower

	 	 	
      Annex A to Exhibit F - Subsidiaries and Joint Ventures

	
      Exhibit G
	
      -
	
      Opinion of Special Counsel for the Administrative Agent

	
      Exhibit H
	
      -
	
      Extension Agreement

	
      Exhibit I
	
      -
	
      Assignment and Assumption Agreement




 




	
      REVOLVING CREDIT AGREEMENT

	
        

	
      REVOLVING CREDIT AGREEMENT dated as of March 30, 2004, among NATIONAL
      RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit
      cooperative association incorporated under the laws of the District of
      Columbia, as Borrower, the BANKS listed on the signature pages hereof,
      JPMORGAN CHASE BANK, BANK OF AMERICA, N.A. and THE BANK OF
      TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, as Co-Documentation Agents, ABN
      AMRO BANK N.V., as Syndication Agent, and THE BANK OF NOVA SCOTIA, as
      Administrative Agent.

	
        
	
      The parties hereto agree as follows:

	
       



	
       

	
      ARTICLE 1

	
      Definitions

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

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

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

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

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

	
      "Administrative Agent" means The Bank of Nova Scotia in
      its capacity as administrative agent for the Banks hereunder, and its
      successors in such capacity.
	
      
      "Administrative Questionnaire" means, with respect to
      each Bank, the administrative questionnaire in the form submitted to such
      Bank by the Administrative Agent and submitted to the Administrative Agent
      (with a copy to the Borrower) duly completed by such Bank.

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

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

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

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

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

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

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

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

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

	
      "Co-Documentation Agents" means JPMorgan Chase Bank, Bank
      of America, N.A. and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch,
      each in its capacity as co-documentation agent hereunder, and their
      successors in such capacity.
	"Commitment" means (i) with respect to each Bank listed
      on the signature pages hereof, the amount set forth opposite the name of
      such Bank on the Commitment Schedule hereto and (ii) with respect to any
      Assignee that becomes a Bank pursuant to Section 9.06(c), the amount of
      the transferor Bank's Commitment assigned to it pursuant to Section
      9.06(c), in each case as such amount may from time to time be reduced
      pursuant to Sections 2.10 and 2.11; provided that, if the context
      so requires, the term "Commitment" means the obligation of a
      Bank to extend credit up to such amount to the Borrower hereunder.
	
      "Committed Borrowing" means a Borrowing under Section
      2.01.
	
      "Committed Loan" means a Revolving Loan or a Term Loan; provided
      that, if any such loan or loans (or portions thereof) are combined or
      subdivided pursuant to a Notice of Interest Rate Election, the term
      "Committed Loan" shall refer to the combined principal amount
      resulting from such combination or to each of the separate principal
      amounts resulting from such subdivision, as the case may be.
	
      "Commitment Termination Date" means March 29, 2005 or
      such later date to which this Agreement shall have been extended pursuant
      to Section 2.01(b), or, if either such day is not a Euro-Dollar Business
      Day, the next preceding Euro-Dollar Business Day.
	
      "Consolidated Subsidiary" means at any date any
      Subsidiary and any other entity the accounts of which would be combined or
      consolidated with those of the Borrower in its combined or consolidated
      financial statements if such statements were prepared as of such date.

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

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

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

	
      "Derivatives Obligations" of any Person means all
      obligations of such Person in respect of any rate swap transaction, basis
      swap, forward rate transaction, commodity swap, commodity option, equity
      or equity index swap, equity or equity index option, bond option, interest
      rate option, foreign exchange transaction, cap transaction, floor
      transaction, collar transaction, currency swap transaction, cross-currency
      rate swap transaction, currency option or any other similar transaction
      (including any option with respect to any of the foregoing transactions)
      or any combination of the foregoing transactions.
	
      "Determination Date" has the meaning set forth in
      Section 5.09.

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

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

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

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

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

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

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

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

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

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

	
      "Euro-Dollar Rate" means, for any day, a rate per annum
      determined in accordance with Section 2.07(b).
	
      "Euro-Dollar Reference Banks" means the principal London
      offices of The Bank of Nova Scotia and JPMorgan Chase Bank.
	
      "Euro-Dollar Reserve Percentage" has the meaning set
      forth in Section 2.07(b).
	
      "Event of Default" has the meaning set forth in Section
      6.01.
	
      "Facility Fee Rate" means a rate per annum determined
      in accordance with the Pricing Schedule.

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

	
      "Fixed Rate Loans" means Euro-Dollar Loans or Money
      Market Loans (excluding Money Market LIBOR Loans bearing interest at the
      Base Rate pursuant to Section 8.01) or any combination of the foregoing.
	
      "Foreclosed Asset" has the meaning set forth in
      Section 5.12.

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

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

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

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

	
      "Indebtedness" with respect to any Person means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	
      "LIBOR Auction" means a solicitation of Money Market
      Quotes setting forth Money Market Margins based on the London Interbank
      Offered Rate pursuant to Section 2.03.
	
      "Lien" means, with respect to any asset, any mortgage,
      lien, pledge, charge, security interest or encumbrance of any kind in
      respect of such asset. For the purposes of this Agreement, the Borrower or
      any Subsidiary shall be deemed to own subject to a Lien any asset which it
      has acquired or holds subject to the interest of a vendor or lessor under
      any conditional sale agreement, capital lease or other title retention
      agreement relating to such asset.

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

	
      "London Interbank Offered Rate" has the meaning set forth
      in Section 2.07(b).
	
      "Maturity Date" means (i) with respect to any Revolving
      Loan, the Commitment Termination Date or, if earlier in the case of any
      Revolving Loan of a Non-Extending Bank, the date on which such
      Non-Extending Bank's Commitment terminates pursuant to Section 2.11,
      (ii) with respect to any Term Loan, the first anniversary of the
      Commitment Termination Date, and (iii) with respect to any Money Market
      Loan, the last day of the Interest Period applicable thereto.
	
      "Member" means any Person which is a member or a
      patron of the Borrower.

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

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

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

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

	
      "Money Market Margin" has the meaning set forth in
      Section 2.03(d).
	
      "Money Market Quote" means an offer by a Bank to make a
      Money Market Loan in accordance with Section 2.03.
	
      "Moody's" means Moody's Investors Service, Inc., and
      its successors.

	
      "Multiple Employer Plan" means a single employer plan, as
      defined in Section 4001 of ERISA and subject to Title IV of ERISA, which
      has two or more contributing sponsors, one of whom is the Borrower or a
      Subsidiary of the Borrower or any member of the ERISA Group, at least two
      of whom are not under common control, within the meaning of Section 4063
      of ERISA.
	
      "Net Margin" means, for any period, the sum of (i) the
      line item "net margin" on the statement of operations of the
      Borrower and its Consolidated Subsidiaries plus (ii) the line item
      "minority interest" on the consolidated statement of operations
      of the Borrower and its Consolidated Subsidiaries at the last day of such
      period, each as it appears in the financial statements for such period
      delivered to the Banks pursuant to Section 5.03(b), and each calculated in
      accordance with generally accepted accounting principles as in effect from
      time to time; provided that non-cash adjustments (whether positive
      or negative) required to be made pursuant to SFAS 133 and SFAS 52 on each
      such line item shall be excluded from the calculation thereof to the
      extent otherwise included therein.
	
      "Non-Extending Bank" has the meaning set forth in Section
      2.01(b).
	
      "Notes" means promissory notes of the Borrower,
      substantially in the form of Exhibit A hereto, evidencing the obligation
      of the Borrower to repay the Loans, and "Note" means any
      one of such promissory notes issued hereunder.

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

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

	
      "Notice of Interest Rate Election" has the meaning set
      forth in Section 2.08.
	
      "Notice of Money Market Borrowing" has the meaning set
      forth in Section 2.03(f).
	
      "Other Credit Facilities" means (i) the Revolving
      Three Year Credit Agreement, dated as of March 30, 2004, among the
      Borrower, JPMorgan Chase Bank, as Administrative Agent, Bank of America,
      N.A., as Syndication Agent, The Bank of Nova Scotia, ABN AMRO Bank N.V.
      and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as
      Co-Documentation Agents, and the banks party thereto and (ii) the 364-Day
      Revolving Credit Agreement, dated as of March 30, 2004, among the
      Borrower, JPMorgan Chase Bank, as Administrative Agent, Bank of America,
      N.A., as Syndication Agent, The Bank of Nova Scotia, ABN AMRO Bank N.V.
      and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as
      Co-Documentation Agents, and the banks party thereto.
	
      "Participant" has the meaning set forth in Section
      9.06(b).
	
      "Patronage Capital Certificates" means those
      certificates that evidence the portion of Net Margin allocated by the
      Borrower among its Members in proportion to interest earned by the
      Borrower from such Members.

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

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

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

	
      "Pricing Schedule" means the Pricing Schedule attached
      hereto.

	
      "Prime Rate" means the rate of interest publicly
      announced by The Bank of Nova Scotia in New York City from time to time as
      its Prime Rate.
	
      "Prior Credit Agreements" means (i) the 364-Day Revolving
      Credit Agreement dated as of June 30, 2003 among the Borrower, the banks
      listed on the signature pages thereof, The Bank of Nova Scotia, Bank One,
      NA, and ABN AMRO Bank N.V., as Co-Documentation Agents, Banc of America
      Securities LLC, as Syndication Agent, and JPMorgan Chase Bank, as
      Administrative Agent, as amended, (ii) the Revolving Three-Year Credit
      Agreement dated as of August 8, 2001 among the Borrower, the banks listed
      on the signature pages thereof, The Bank of Nova Scotia, Bank One, NA, and
      ABN AMRO Bank N.V., as Co-Documentation Agents, Banc of America Securities
      LLC, as Syndication Agent, and JPMorgan Chase Bank, as Administrative
      Agent, as amended, and (iii) the 364-Day Revolving Credit Agreement dated
      as of June 30, 2003 among the Borrower, the banks listed on the signature
      pages thereof, The Bank of Tokyo-Mitsubishi, Ltd., New York Branch,
      JPMorgan Chase Bank and Banc of America Securities LLC, as
      Co-Documentation Agents, ABN AMRO Bank N.V., as Syndication Agent, and The
      Bank of Nova Scotia, as Administrative Agent, as amended, and "Prior
      Credit Agreement" means any of the foregoing agreements.
	
      "Qualified Subordinated Indebtedness" means the
      Borrower's (i) 6.75% Subordinated Deferrable Interest Notes Due 2043, (ii)
      7.625% Quarterly Income Capital Securities (Subordinated Deferrable
      Interest Debentures Due 2050), (iii) 7.40% Quarterly Income Capital
      Securities (Subordinated Deferrable Interest Debentures Due 2050), (iv)
      6.10% Subordinated Deferrable Interest Notes Due 2044, and (v) any other
      Indebtedness of the Borrower having substantially similar terms as those
      contained in the instruments and documents relating to the foregoing
      Indebtedness.

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

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

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

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

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

	
      "Revolving Credit Period" means the period from and
      including the Effective Date to but excluding the Commitment Termination
      Date.
	
      "Revolving Loan" means a loan made by a Bank pursuant
      to Section 2.01(a).

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

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

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

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

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

	
      "Special Purpose Subsidiary" has the meaning set forth in
      Section 5.12.
	
      "Start-up Investments" has the meaning set forth in
      Section 5.12.
	
      "Subsidiary" of any Person means (i) any corporation
      more than 50% of whose stock of any class or classes having by the terms
      thereof ordinary voting power to elect a majority of the directors of such
      corporation (irrespective of whether or not at the time stock of any class
      or classes of such corporation shall have or might have voting power by
      reason of the happening of any contingency) is at the time owned by such
      Person directly or indirectly through its Subsidiaries, and (ii) any other
      Person in which such Person directly or indirectly through Subsidiaries
      has more than a 50% voting and equity interest; provided that no
      Person whose only assets are RUS Guaranteed Loans and investments
      incidental thereto shall be deemed a Subsidiary.

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

	
      "Syndication Agent" means ABN AMRO Bank N.V., in its
      capacity as Syndication Agent hereunder, and its successors in such
      capacity.
	
      "Term Loan" means a loan made pursuant to Section
      2.01(b).
	
      "TIER" means, for any period, the ratio of (x) Net
      Margin plus Cost of Funds plus Derivative Cash Settlements
      to (y) Cost of Funds plus Derivative Cash Settlements, in each case
      for such period.
	
      "Type" refers to whether a Loan is a Base Rate Loan, a
      Euro-Dollar Loan, a Money Market Absolute Rate Loan or a Money Market
      LIBOR Loan.

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

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

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

	
        

	
      ARTICLE 2

	
      The
      Credits

	
        

	Section 2.01. Commitments to Lend. (a) Revolving
      Loans.  During the Revolving Credit Period each Bank severally agrees,
      on the terms and conditions set forth in this Agreement, to make loans to
      the Borrower pursuant to this Section from time to time in amounts such
      that the aggregate principal amount of Committed Loans by such Bank at any
      one time outstanding shall not exceed the amount of its Commitment. Each
      Borrowing shall be in an aggregate principal amount of $10,000,000 or any
      larger multiple of $1,000,000 (except that any such Borrowing may be in
      the maximum aggregate amount available in accordance with Section 3.03(d))
      and shall be made from the several Banks ratably in proportion to their
      respective Commitments. Within the foregoing limits, the Borrower may
      borrow under this Section, repay or, to the extent permitted by Section
      2.12, prepay Loans and reborrow at any time during the Revolving Credit
      Period under this Section.
	
    
	
      (b) Term Loans.
      Each Bank severally agrees, on the terms and conditions set forth in this
      Agreement, to make a Term Loan to the Borrower on the Commitment
      Termination Date in an amount up to but not exceeding the amount of its
      Commitment; provided that the Commitments of all Banks to make
      Revolving Loans have terminated on such date.
	
       
	
      (c) Extension of Commitments. The Commitment Termination Date
      may be extended from time to time in the manner set forth in this
      subsection (c), in each case for a period of up to 364 days from the date
      on which the Commitments would otherwise have terminated in full, if the
      Banks having at least 51% of the Commitments shall have notified the
      Administrative Agent of their agreement so to extend. If the Borrower
      wishes to request an extension of the Commitment Termination Date, it
      shall give written notice to that effect not less than 60 nor more than 90
      days prior to the Commitment Termination Date (such notice to state the
      date to which the Commitment Termination Date is requested to be extended,
      subject to the provisions of the preceding sentence) to the Administrative
      Agent whereupon the Administrative Agent shall promptly notify each of the
      Banks of such request and send a copy of the Extension Agreement referred
      to below to each Bank. Each Bank will use its best efforts to respond to
      such request, whether affirmatively or negatively, as it may elect in its
      discretion, within 30 days of such notice by the Administrative Agent; provided
      that any Bank which fails to respond to such request within 30 days of
      such notice shall be deemed to have responded negatively. If less than all
      Banks respond affirmatively to such request within 30 days, then the
      Borrower may request each Bank that does not elect to extend the
      Commitment Termination Date (a "Non-Extending Bank") to
      assign its Commitment (and any outstanding Loans of such Bank related
      thereto), no later than 15 days prior to the Commitment Termination Date
      then in effect, to one or more Assignees pursuant to Section 9.06(c),
      which Assignees will agree to extend the Commitment Termination Date. If
      the Banks having at least 51% of the Commitments (including such Assignees
      and excluding their respective transferor Banks) respond affirmatively,
      then, subject to receipt by the Administrative Agent of counterparts of an
      Extension Agreement in substantially the form of Exhibit H hereto duly
      completed and signed by all the parties thereto, the Commitment
      Termination Date shall be extended for the period specified above; provided
      that the Extension Agreement shall be executed and delivered no earlier
      than 20 days prior to the Commitment Termination Date then in effect, and
      no extension of the Commitments pursuant to this subsection (c) shall be
      legally binding on any party hereto, unless and until such Extension
      Agreement is so executed and delivered.

	   
	
      Section
      2.02. Notice of Committed Borrowings. The Borrower shall give the
      Administrative Agent notice (a "Notice of Committed Borrowing")
      not later than 11:00 A.M. (New York City time) on (x) the date of such
      Borrowing, in the case of each Base Rate Borrowing, and (y) the third
      Euro-Dollar Business Day before such Borrowing, in the case of each
      Euro-Dollar Borrowing, specifying:

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

	
      (b)  the aggregate amount of such Borrowing,

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

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

	
      
         

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

	    
	
      Section
      2.03. Money Market Borrowings. (a) In addition to Committed Borrowings
      pursuant to .1, the Borrower may, as set forth in this Section, request
      the Banks during the Revolving Credit Period to make offers to make Money
      Market Loans to the Borrower. The Banks may, but shall have no obligation
      to, make such offers and the Borrower may, but shall have no obligation
      to, accept any such offers in the manner set forth in this Section.

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

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

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

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

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

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

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

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

	
      (A)  the proposed date of Borrowing,

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

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

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

	
      (E)  the identity of the quoting Bank.

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

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

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

	
         (B)contains qualifying, conditional or similar language,

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

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

	  
	
      (e) Notice to Borrower. The Administrative Agent shall promptly notify
      the Borrower of the terms (x) of any Money Market Quote submitted by a
      Bank that is in accordance with subsection (d) and (y) of any Money Market
      Quote that amends, modifies or is otherwise inconsistent with a previous
      Money Market Quote submitted by such Bank with respect to the same Money
      Market Quote Request. Any such subsequent Money Market Quote shall be
      disregarded by the Administrative Agent unless such subsequent Money
      Market Quote is submitted solely to correct a manifest error in such
      former Money Market Quote. The Administrative Agent's notice to the
      Borrower shall specify (A) the aggregate principal amount of Money Market
      Loans for which offers have been received for each Interest Period
      specified in the related Money Market Quote Request, (B) the respective
      principal amounts and Money Market Margins or Money Market Absolute Rates,
      as the case may be, so offered and (C) if applicable, limitations on the
      aggregate principal amount of Money Market Loans for which offers in any
      single Money Market Quote may be accepted.

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

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

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

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

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

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

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

	
        
	
      (b) Not later than 1:00 P.M. (New York City time) on the date of each
      Borrowing, each Bank participating therein shall (except as provided in
      subsection (c) of this Section) make available its share of such
      Borrowing, in Federal or other funds immediately available in New York
      City, to the Administrative Agent at its address specified in or pursuant
      to Section 9.01. Unless the Administrative Agent determines that any
      applicable condition specified in Article 3 has not been satisfied, the
      Administrative Agent will make the funds so received from the Banks
      available to the Borrower at the Administrative Agent's aforesaid
      address.
	
      (c) If any Bank makes a new Loan hereunder on a day on which the
      Borrower is to repay all or any part of an outstanding Loan from such
      Bank, such Bank shall apply the proceeds of its new Loan to make such
      repayment and only an amount equal to the difference (if any) between the
      amount being borrowed and the amount being repaid shall be made available
      by such Bank to the Administrative Agent as provided in subsection (b), or
      remitted by the Borrower to the Administrative Agent as provided in
      Section 2.13, as the case may be.

	
      (d) Unless the Administrative Agent shall have been notified by any Bank
      prior to the date of Borrowing (or prior to 1:00 P.M. (New York City time)
      on the date of Borrowing in the case of a Base Rate Borrowing) that such
      Bank does not intend to make available to the Administrative Agent such
      Bank's portion of the Borrowing to be made on such date, the
      Administrative Agent may assume that such Bank has made such amount
      available to the Administrative Agent on such date and the Administrative
      Agent may, in reliance upon such assumption, make available to the
      Borrower a corresponding amount, subject to the provisions of subsection
      (c). If such corresponding amount is not in fact made available to the
      Administrative Agent by such Bank, the Administrative Agent shall be
      entitled to recover such corresponding amount on demand from such Bank. If
      such Bank does not pay such corresponding amount forthwith upon the
      Administrative Agent's demand therefor, the Administrative Agent shall
      promptly notify the Borrower and the Borrower shall promptly pay such
      corresponding amount to the Administrative Agent. The Administrative Agent
      shall also be entitled to recover from such Bank or the Borrower interest
      on such corresponding amount in respect of each day from the date such
      corresponding amount was made available by the Administrative Agent to the
      Borrower to the date such corresponding amount is recovered by the
      Administrative Agent, at a rate per annum equal to (x) in the case of a
      Bank, the Federal Funds Rate for each such day and (y) in the case of the
      Borrower, the then applicable rate for Base Rate Loans, Euro-Dollar Loans
      or Money Market Loans, as appropriate. Nothing herein shall be deemed to
      relieve any Bank from its obligation to fulfill its Commitment hereunder
      or to prejudice any rights which the Borrower may have against any Bank as
      a result of any default by such Bank hereunder. For purposes of this
      subsection (d), no amount paid to the Administrative Agent hereunder shall
      be considered to have been recovered by the Administrative Agent on the
      date of payment unless such amount shall have been received by the
      Administrative Agent by 2:30 P.M. (New York City time) on such date.
	
	Section
      2.05. (a) Notes. (a) Any Bank may request that the Loans of such Bank be evidenced by a single
      Note payable to the order of such Bank for the account of its Applicable
      Lending Office in an amount equal to the aggregate unpaid principal amount
      of such Bank's Loans.

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

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

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

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

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

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

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

	
      "Euro-Dollar Reserve Percentage" means for any day that
      percentage (expressed as a decimal) which is in effect on such day, as
      prescribed by the Board of Governors of the Federal Reserve System (or any
      successor) for determining the maximum reserve requirement for a member
      bank of the Federal Reserve System in New York City with deposits
      exceeding five billion dollars in respect of "Eurocurrency
      liabilities" (or in respect of any other category of liabilities
      which includes deposits by reference to which the interest rate on
      Euro-Dollar Loans is determined or any category of extensions of credit or
      other assets which includes loans by a non-United States office of any
      Bank to United States residents). The Adjusted London Interbank Offered
      Rate shall be adjusted automatically on and as of the effective date of
      any change in the Euro-Dollar Reserve Percentage.
	
      (c) Any overdue principal of or interest on any Euro-Dollar Loan shall
      bear interest, payable on demand, for each day from and including the date
      payment thereof was due to but excluding the date of actual payment, at a
      rate per annum equal to the sum of 2% plus the higher of (i) the sum of
      the Euro-Dollar Margin plus the Adjusted London Interbank Offered Rate
      applicable to such Loan and (ii) the Euro-Dollar Margin plus the quotient
      obtained (rounded upwards, if necessary, to the next higher 1/100 of 1%)
      by dividing (x) the average (rounded upward, if necessary, to the next
      higher 1/16 of 1%) of the respective rates per annum at which one day (or,
      if such amount due remains unpaid more than three Euro-Dollar Business
      Days, then for such other period of time not longer than six months as the
      Administrative Agent may select) deposits in dollars in an amount
      approximately equal to such overdue payment due to each of the Euro-Dollar
      Reference Banks are offered to such Euro-Dollar Reference Bank in the
      London interbank market for the applicable period determined as provided
      above by (y) 1.00 minus the Euro-Dollar Reserve Percentage (or, if the
      circumstances described in clause (a) or (b) of Section 8.01 shall exist,
      at a rate per annum equal to the sum of 2% plus the rate applicable to
      Base Rate Loans for such day).
	
      (d) Subject to Section 8.01(a), each Money Market LIBOR Loan shall bear
      interest on the outstanding principal amount thereof, for the Interest
      Period applicable thereto, at a rate per annum equal to the sum of the
      London Interbank Offered Rate for such Interest Period (determined in
      accordance with Section 2.07(b) as if each Euro-Dollar Reference Bank were
      to participate in the related Money Market LIBOR Borrowing ratably in
      proportion to its Commitment) plus (or minus) the Money Market Margin
      quoted by the Bank making such Loan in accordance with Section 2.03. Each
      Money Market Absolute Rate Loan shall bear interest on the outstanding
      principal amount thereof, for the Interest Period applicable thereto, at a
      rate per annum equal to the Money Market Absolute Rate quoted by the Bank
      making such Loan in accordance with Section 2.03. Such interest shall be
      payable for each Interest Period on the last day thereof and, if such
      Interest Period is longer than three months, at intervals of three months
      after the first day thereof. Any overdue principal of or interest on any
      Money Market Loan shall bear interest, payable on demand, for each day
      until paid at a rate per annum equal to the sum of 2% plus the Prime Rate
      for such day.
	
      (e) The Administrative Agent shall determine each interest rate applicable
      to the Loans hereunder. The Administrative Agent shall give prompt notice
      to the Borrower and the participating Banks of each rate of interest so
      determined, and its determination thereof shall be conclusive in the
      absence of manifest error.

	
      (f) Each Euro-Dollar Reference Bank agrees to use its best efforts to
      furnish quotations to the Administrative Agent as contemplated by this
      Section. If either Euro-Dollar Reference Bank does not furnish a timely
      quotation, the Administrative Agent shall determine the relevant interest
      rate on the basis of the quotation or quotations furnished by the
      remaining Euro-Dollar Reference Bank or, if none of such quotations is
      available on a timely basis, the provisions of Section 8.01 shall apply.
	  
	Section 2.08  Method of Electing Interest Rates.
      (a) The Loans
      included in each Committed Borrowing shall bear interest initially at the
      type of rate specified by the Borrower in the applicable Notice of
      Committed Borrowing. Thereafter, the Borrower may from time to time elect
      to change or continue the type of interest rate borne by each Group of
      Loans (subject to Section 2.08(d) and the provisions of Article 8), as
      follows:
	
       
	
      (i) if such Loans are Base Rate Loans, the Borrower may elect to convert
      such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day;

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

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

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

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

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

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

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

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

	
      (c) Promptly after receiving a Notice of Interest Rate Election from the
      Borrower pursuant to Section 2.08(a), the Administrative Agent shall
      notify each Bank of the contents thereof and such notice shall not
      thereafter be revocable by the Borrower.
	
      (d)  The Borrower shall not be entitled to elect to convert any
      Committed Loans to, or continue any Committed Loans for an additional
      Interest Period as, Euro-Dollar Loans if (i) the aggregate principal
      amount of any Group of Euro-Dollar Loans created or continued as a result
      of such election would be less than $10,000,000 or (ii) a Default shall
      have occurred and be continuing when the Borrower delivers notice of such
      election to the Administrative Agent.

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

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

	
      (b)  Utilization Fee. During any period when Utilization exceeds 50%, the
      Borrower shall pay to the Administrative Agent for the account of each
      Bank utilization fees at a rate of 0.150% per annum accruing on the
      average daily aggregate outstanding principal amount of the Loans of such
      Bank. Such utilization fees for each Loan shall be payable on each date on
      which interest is payable with respect to such Loan pursuant to Section
      2.07, and on the date the Commitment of such Bank is terminated (and, if
      later, on the date the Loans of such Bank shall be repaid in their
      entirety); provided that any utilization fees accruing after the first
      anniversary of the Commitment Termination Date shall be payable on demand.
	
      (c) Term-Out Fee. The Borrower shall pay to the Administrative Agent for
      the account of each Bank ratably term-out fees at a rate of 0.250% per
      annum accruing on the daily aggregate outstanding principal amount of the
      Term Loan of such Bank, for the period from and including the Commitment
      Termination Date to but excluding the date the Term Loan of such Bank is
      repaid in full. Such term-out fees for each Loan shall be payable on each
      date on which interest is payable with respect to such Loan pursuant to
      Section 2.07 occurring after the Commitment Termination Date, and on the
      date the Term Loan of such Bank shall be repaid in its entirety; provided
      that any term-out fees accruing after the first anniversary of the
      Commitment Termination Date shall be payable on demand.
	
      (d)  Agents' Fees. The Borrower shall pay to the Administrative Agent
      and the Syndication Agent, each for its own account, one or more fees in
      such amounts and at such times as has been previously agreed between the
      Borrower and each of them.

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

	 
	Section 2.11. Mandatory Termination of Commitments. The
      Commitments shall terminate on the Commitment Termination Date; provided
      that the Commitment of any Non-Extending Bank shall terminate on the
      Commitment Termination Date in effect immediately prior to giving effect
      to the extension of such date pursuant to Section 2.01(c).
	  
	Section 2.12 Optional
      Prepayments. (a) Subject in the case of Euro-Dollar Loans to Section
      2.14, the Borrower may upon at least one Domestic Business Day's notice to
      the Administrative Agent, prepay any Group of Base Rate Loans (or any
      Money Market Borrowing bearing interest at the Base Rate pursuant to
      Section 8.01(a)) or upon at least three Euro-Dollar Business Days' notice
      to the Administrative Agent, prepay any Group of Euro-Dollar Loans, in
      each case in whole at any time, or from time to time in part in amounts
      aggregating $10,000,000 or any larger multiple of $1,000,000, by paying
      the principal amount to be prepaid together with accrued interest thereon
      to the date of prepayment. Each such optional prepayment shall be applied
      to prepay ratably the Loans of the several Banks included in such Group of
      Loans (or such Money Market Borrowing). 

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

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

	
	
      Section
      2.13. (a)
      General
      Provisions as to Payments. (a) The Borrower shall make each payment of
      principal of, and interest on, the Loans and of fees hereunder, not later
      than 1:00 P.M. (New York City time) on the date when due, in Federal or
      other funds immediately available in New York City, to the Administrative
      Agent at its address referred to in Article 9.01. The Administrative Agent
      will promptly distribute to each Bank its ratable share of each such
      payment received by the Administrative Agent for the account of the Banks.
      Whenever any payment of principal of, or interest on, the Base Rate Loans
      or of fees shall be due on a day which is not a Domestic Business Day, the
      date for payment thereof shall be extended to the next succeeding Domestic
      Business Day. Whenever any payment of principal of, or interest on, the
      Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar
      Business Day, the date for payment thereof shall be extended to the next
      succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
      falls in another calendar month, in which case the date for payment
      thereof shall be the next preceding Euro-Dollar Business Day. Whenever any
      payment of principal of, or interest on, the Money Market Loans shall be
      due on a day which is not a Euro-Dollar Business Day, the date for payment
      thereof shall be extended to the next succeeding Euro-Dollar Business Day.
      If the date for any payment of principal is extended by operation of law
      or otherwise, interest thereon shall be payable for such extended time.

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

	    
	Section 2.14. Funding Losses. If the Borrower makes
      any payment of principal with respect to any Fixed Rate Loan or any Fixed
      Rate Loan is converted to a different type of Loan (whether such payment
      or conversion is pursuant to Article 2, 6 or 8 or otherwise) on any day
      other than the last day of the Interest Period applicable thereto, or the
      end of an applicable period fixed pursuant to Section 2.07(c), or if the
      Borrower fails to borrow, prepay, convert or continue any Fixed Rate Loans
      after notice has been given to any Bank in accordance with Section
      2.04(a), 2.08(c) or 2.12(c) the Borrower shall reimburse each Bank within
      15 days after demand for any resulting loss or expense incurred by it (or
      by an existing or prospective Participant in the related Loan), including
      (without limitation) any loss incurred in obtaining, liquidating or
      employing deposits from third parties, but excluding loss of margin for
      the period after any such payment or conversion or failure to borrow,
      prepay, convert or continue; provided that such Bank shall have delivered
      to the Borrower a certificate as to the amount of such loss or expense,
      which certificate shall be conclusive in the absence of manifest error.
	    
	
      Section 2.15. Computation of
      Interest and Fees. Interest based on the Prime Rate and fees hereunder
      shall be computed on the basis of a year of 365 days (or 366 days in a
      leap year) and paid for the actual number of days elapsed (including the
      first day but excluding the last day). All other interest shall be
      computed on the basis of a year of 360 days and paid for the actual number
      of days elapsed (including the first day but excluding the last day).

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

	
	
      Section
      2.17. Increase of Commitments. (a)
      Upon at least 15 days' prior notice
      to the Administrative Agent (which notice the Administrative Agent shall
      promptly transmit to each of the Banks), the Borrower shall have the
      right, subject to the terms and conditions set forth below, to increase
      the aggregate amount of the Commitments in multiples of $5,000,000; provided
      that the amount of such increase when added to the aggregate amount of
      all such prior increases in the Commitments hereunder and all prior or
      contemporaneous increases in the commitments under the Other Credit
      Facilities (including in each case by way of creating new Commitments), in
      each case on or after the Effective Date (as such term is defined herein
      and in the Other Credit Facilities, as the case may be), does not exceed
      $500,000,000.

	
      (b) Any such increase in the Commitments hereunder shall apply, at the
      option of the Borrower, (x) to the Commitment of one or more Banks;
      provided that (i) the Administrative Agent and each Bank whose Commitment
      is to be increased shall consent to such increase, (ii) the amount set
      forth on the Commitment Schedule opposite the name of each Bank the
      Commitment of which is being so increased shall be amended to reflect the
      increased Commitment of such Bank and (iii) if any Committed Loans are
      outstanding at the time of such an increase, the Borrower will,
      notwithstanding anything to the contrary contained in this Agreement, on
      the date of such increase, incur and repay or prepay one or more Committed
      Loans from the Banks in such amounts so that after giving effect thereto
      the Committed Loans shall be outstanding on a pro rata basis (based on the
      Commitments of the Banks after giving effect to the changes made pursuant
      to this Section 2.17 on such date) from all the Banks or (y) to the
      creation of a new Commitment of an institution not then a Bank hereunder;
      provided that (i) such institution becomes a party to this Agreement as a
      Bank by execution and delivery to the Borrower and the Administrative
      Agent of counterparts of this Agreement, (ii) the Commitment Schedule
      shall be amended to reflect the Commitment of such new Bank, (iii) if
      requested by such new Bank, the Borrower shall issue a Note to such new
      Bank in conformity with the provisions of Section 2.05, (iv) if any
      Committed Loans are outstanding at the time of the creation of such
      Commitment of such Bank, the Borrower will, notwithstanding anything to
      the contrary contained in this Agreement, on the date of the creation of
      such Commitment, incur and repay or prepay one or more Committed Loans
      from the Banks in such amounts so that after giving effect thereto the
      Committed Loans shall be outstanding on a pro rata basis (based on the
      Commitments of the Banks after giving effect to the changes made pursuant
      to this Section 2.17 on such date) from all the Banks and (v) if such
      institution is neither a banking institution nor an affiliate of a Bank,
      such institution must be consented to by the Administrative Agent.
	
      (c) It is understood that any increase in the amount of the Commitments
      pursuant to this Section 2.17 shall not constitute an amendment of this
      Agreement or the Notes.
	 
	
      ARTICLE 3

	
      Conditions

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

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

	
      (b) receipt by the Administrative Agent for the account of each Bank that
      has requested a Note of a duly executed Note dated on or before the
      Effective Date complying with the provisions of Section 2.05;
	
      (c) receipt by the Administrative Agent of an
      opinion of John Jay List, Esq., General Counsel of the Borrower,
      substantially in the form of Exhibit F hereto and covering such additional
      matters relating to the transactions contemplated hereby as the Required
      Banks may reasonably request, such opinion to be in form and substance
      satisfactory to the Administrative Agent;

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

	
      (e) receipt by the Administrative Agent of a certificate signed by the
      Chief Financial Officer or the Chief Executive Officer and an Assistant
      Secretary-Treasurer or the Controller of the Borrower to the effect that
      the conditions set forth in clauses (c) through (g), inclusive, of Section
      3.03 have been satisfied as of the Effective Date and, in the case of
      clauses (c), (e) and (g), setting forth in reasonable detail the
      calculations required to establish such compliance;
	
      (f)  receipt by the Administrative Agent, with a copy for each Bank, of a
      certificate of an officer of the Borrower acceptable to the Administrative
      Agent stating that all consents, authorizations, notices and filings
      required or advisable in connection with this Agreement are in full force
      and effect, and the Administrative Agent shall have received evidence
      thereof reasonably satisfactory to it;

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

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

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

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

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

	
      (b) The Banks which are parties to each Prior Credit Agreement, comprising
      the "Required Banks" as defined therein, hereby waive any
      requirement of notice of termination of the "Commitments" (as
      defined in such Prior Credit Agreement) pursuant to Section 2.10 thereof
      and of prepayment of loans thereunder to the extent necessary to give
      effect to Section 3.01(g) and Section 3.01(a) hereof; provided that any
      such prepayment of Loans shall be subject to Section 2.14 of such Prior
      Credit Agreement.
	
      Section 3.03. Borrowings. The obligation
      of any Bank to make a Loan on the occasion of any Borrowing is subject to
      the satisfaction of the following conditions, in each case at the time of
      such Borrowing and immediately thereafter:

	
      (a)  the fact that the Effective Date shall have occurred on or prior to
      April 15, 2004;

	
      (b) receipt by the Administrative Agent of a Notice of Borrowing as
      required by Section 2.02 or 2.03, as the case may be;
	
      (c)  the fact that the Borrower is in compliance with Section 7.12(a) of the
      1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture
      is in effect as of the date hereof;

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

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

	
      (f) the fact that the representations and warranties of the Borrower (in
      the case of a Borrowing, other than the representation set forth in
      Section 4.02(c)) contained in this Agreement shall be true (it being
      understood and agreed that the representation and warranty set forth in
      Section 4.13 shall be true and correct as to all information furnished
      prior to the making of the respective Loan); and
	
      (g) the fact that (i) there shall be no collateral securing Bonds issued
      pursuant to either Indenture of a type other than the types of collateral
      permitted to secure Bonds issued pursuant to such Indenture as of the date
      hereof, (ii) the Allowable Amount of Eligible Collateral then pledged
      under either Indenture shall not exceed 150% of the aggregate principal
      amount of Bonds then Outstanding under such Indenture and (iii) no
      collateral shall secure Bonds other than (A) Eligible Collateral under
      such Indenture the Allowable Amount of which is included within the
      computation under subsection (ii) above or (B) collateral previously so
      pledged which ceases to be such Eligible Collateral not as a result of any
      acts or omissions to act of the Borrower (other than the declaration of an
      "event of default" as defined in a Mortgage which results in the
      exercise of any right or remedy described in such Mortgage); each defined
      term used in this clause (g) that is not defined in this Agreement shall
      have the meaning assigned thereto in the applicable Indenture.
	
      Each Borrowing hereunder shall be deemed to be a representation and
      warranty by the Borrower on the date of such Borrowing as to the facts
      specified in clauses (c), (d), (e), (f) and (g) of this Section 3.03.

	
        

	
      ARTICLE 4

	
      Representations
      and Warranties

	
         

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

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

	  
	
      Section
      4.02. Financial
      Statements. (a) The combined balance sheets of the
      Borrower and its Consolidated Subsidiaries as at May 31, 2003 and the
      related combined statements of operations, changes in equity and cash
      flows for the fiscal year ended May 31, 2003, including the related notes,
      accompanied by the opinion and report thereon of Ernst & Young LLP,
      certified public accountants, heretofore delivered to the Banks, present
      fairly in all material respects in accordance with generally accepted
      accounting principles the combined financial position of the Borrower and
      its Consolidated Subsidiaries as at the date of said balance sheets and
      the combined results of the operations of the Borrower and its
      Consolidated Subsidiaries for said fiscal year. The Borrower has no
      material liabilities (contingent or otherwise) of the type required to be
      disclosed in financial statements or footnotes which are not disclosed by
      or reserved against in the most recent audited financial statements or in
      the notes thereto other than (i) Indebtedness incurred and (ii) loan and
      guarantee commitments issued in each case by the Borrower in the ordinary
      course of business since the date of such financial statements. All such
      financial statements have been prepared in accordance with generally
      accepted accounting principles applied on a basis consistent with prior
      periods, except as disclosed therein. The same representations as are set
      forth in this Section 4.02 shall be deemed to have been made by the
      Borrower in respect of the most recent annual and quarterly financial
      statements of the Borrower and its Consolidated Subsidiaries (except that
      the opinion and report of Ernst & Young LLP may be replaced by an
      opinion and report of another nationally recognized firm of independent
      certified public accountants) furnished or required to be furnished to the
      Banks prior to or at the time of the making of each Loan hereunder, at the
      time the same are furnished or required to be furnished.

	
      (b)  The unaudited consolidated balance sheets of the Borrower and its
      Consolidated Subsidiaries as of November 30, 2003 and the related
      unaudited consolidated statements of operations, changes in equity and
      cash flows for the six months then ended, heretofore delivered to the
      Banks, present fairly in conformity with generally accepted accounting
      principles applied on a basis consistent with the financial statements
      referred to in subsection (a) of this Section 4.02, the consolidated
      financial position of the Borrower and its Consolidated Subsidiaries as of
      such date and their consolidated results of operations and changes in
      financial position for such six-month period (subject to normal year-end
      adjustments). The Borrower and its Consolidated Subsidiaries have no
      material liabilities (contingent or otherwise) of the type required to be
      disclosed in financial statements or footnotes which are not disclosed by
      or reserved against in such financial statements for such six-month period
      other than (i) Indebtedness incurred and (ii) loan and guarantee
      commitments issued in each case by the Borrower or its Consolidated
      Subsidiaries in the ordinary course of business since the date of such
      financial statements.

	
      (c)  Since November 30, 2003 there has been no
      material adverse change in the business, financial position, results of
      operations or prospects of the Borrower and its Consolidated Subsidiaries,
      considered as a whole.

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

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

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

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

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

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

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

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

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

	 
	
      Section 4.12.
      Public Utility
      Holding Company Act. The Borrower is not a "holding
      company", or a "subsidiary company" of a "holding
      company", or an "affiliate" of a "holding
      company" or of a "subsidiary company" of a "holding
      company", as such terms are defined in the Public Utility Holding
      Company Act of 1935, as amended.

	 
	
      Section
      4.13. Disclosure.
      To the best of the Borrower's knowledge, information and belief, neither
      this Agreement nor any document, certificate or financial statement
      furnished to any Bank by or on behalf of the Borrower in connection
      herewith (all such documents, certificates and financial statements, taken
      as a whole) contains any untrue statement of a material fact or omits to
      state any material fact necessary in order to make the statements
      contained herein and therein not misleading. There is no fact (other than
      facts of a general economic or political nature) known to the Borrower
      which in its judgment materially adversely affects or in the future is
      likely to (so far as is now known to the Borrower) have a material adverse
      effect upon the business, operations, prospects, property, assets or
      financial condition of the Borrower which has not been set forth in this
      Agreement or in other documents, certificates or financial statements
      furnished to the Banks by or on behalf of the Borrower in connection with
      the transactions contemplated hereby.

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

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

	
        

	
      ARTICLE 5

	
      Covenants

	
       

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

	  
	
      Section
      5.01.Corporate
      Existence. The Borrower, at its own cost and expense, will, and will
      cause each Subsidiary to, do or cause to be done all things necessary to
      preserve and keep in full force and effect its corporate existence,
      material rights and franchises; provided, however, that neither the
      Borrower nor any Subsidiary shall be required to preserve any right or
      franchise or, in the case of a Subsidiary, its corporate existence, if its
      Board of Directors shall determine that the preservation thereof is no
      longer desirable in the conduct of the business of the Borrower or such
      Subsidiary (provided that the termination of the corporate
      existence of a Subsidiary shall be permitted if the Board of Directors of
      the Borrower shall determine that its existence is not desirable in the
      conduct of the business of the Borrower) and that the loss thereof is not
      disadvantageous in any material respect to the Banks.

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

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

	
       
	
      (b) The Borrower will
      furnish to the Banks:

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

	
      (ii)  as soon as practicable and in any event within 90 days after the close
      of each fiscal year of the Borrower, as at the end of and for the fiscal
      year just closed, consolidated balance sheets of the Borrower and its
      Consolidated Subsidiaries and the related consolidated statements of
      operations, changes in equity and cash flow for such fiscal year for the
      Borrower and its Consolidated Subsidiaries, all in reasonable detail and
      fully certified (without any qualification as to the scope of the audit)
      by Ernst & Young LLP or other independent certified public accountants
      of nationally recognized standing selected by the Borrower, who shall have
      audited the books and accounts of the Borrower for such fiscal year;

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

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

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

	
      (C) providing the aggregate principal amount of all loans which are RUS
      Guaranteed Loans and are outstanding as of the end of the fiscal period
      covered by such financial statements;

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

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

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

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

	 
	
      Section
      5.05. Notice
      of Litigation, Legislative Developments and Defaults. The Borrower
      will promptly give written notice to each of the Banks of (i) any action,
      proceeding or claim of which the Borrower may have notice, which may be
      commenced or asserted against the Borrower or any Subsidiary in which the
      amount involved is $5,000,000 or more and is not covered in full by
      insurance or as to which any insurer has disclaimed liability; (ii) any
      dispute which may exist between the Borrower or any Subsidiary and any
      governmental body, which is likely to materially and adversely affect the
      normal business operation of the Borrower or the Borrower and its
      Subsidiaries taken as a whole or any of the material properties and assets
      of the Borrower or the Borrower and its Subsidiaries taken as a whole;
      (iii) any legislation enacted by any governmental body and any rulings and
      regulations promulgated by any governmental or regulatory bodies, known or
      which should be known to the Borrower, affecting the Borrower or any
      Subsidiary or, if known to the Borrower, generally affecting the
      Borrower's Members which is likely to materially and adversely affect the
      present or future operations of the Borrower, the Borrower and its
      Subsidiaries taken as a whole or the Borrower's Members; and (iv) any
      default by the Borrower or any Subsidiary or event or condition known or
      which should be known to the Borrower which with the giving of notice or
      lapse of time, or both, would constitute a default, with respect to any
      payment or payments in respect of Indebtedness of the Borrower or such
      Subsidiary aggregating in excess of $25,000,000 (whether in payment of
      principal thereof or interest thereon or with respect to any material
      covenant or agreement contained in any instrument, mortgage, deed of trust
      or agreement evidencing or relating to such Indebtedness or otherwise).

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

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

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

	 
	
      Section
      5.09. Indebtedness. (a) The Borrower will not, and will not permit any of its Consolidated
      Subsidiaries (other than Rural Telephone Finance Cooperative and National
      Cooperative Services Corporation) to, incur, assume or Guarantee any
      Superior Indebtedness, or make any optional prepayment on any Members'
      Subordinated Certificate; provided that subject to the provisions
      of Section 5.12, any such Subsidiary may incur Superior Indebtedness owing
      to the Borrower or assume or Guarantee Indebtedness of any Person (other
      than the Borrower or any of its Subsidiaries) owing to the Borrower and
      (ii) the Borrower may incur, assume or Guarantee Superior Indebtedness or
      make optional prepayments on Members' Subordinated Certificates if, after
      giving effect to any such action specified above in this clause , (x) on
      the date of such incurrence, assumption or Guarantee or making of such
      optional prepayment (the "Determination Date") the
      aggregate principal amount of Superior Indebtedness then outstanding would
      not exceed ten times the sum of (a) the aggregate principal amount of
      Members' Subordinated Certificates outstanding on the Determination Date,
      (b) the aggregate amount of the line item "total equity" shown
      on the consolidated balance sheet of the Borrower and its Consolidated
      Subsidiaries on the Determination Date, (c) the aggregate amount of the
      line item "minority interest" shown on the consolidated balance
      sheet of the Borrower and its Consolidated Subsidiaries on the
      Determination Date and (d) the aggregate principal amount of Qualified
      Subordinated Indebtedness outstanding on the Determination Date and
      (y) on no given future date would the aggregate principal amount of
      Superior Indebtedness outstanding on the Determination Date which will
      remain outstanding on such given future date exceed ten times the sum of
      (a) the aggregate principal amount of Members' Subordinated Certificates
      outstanding on the Determination Date which will remain outstanding on
      such given future date, (b) the aggregate amount of the line item
      "total equity" shown on the consolidated balance sheet of the
      Borrower and its Consolidated Subsidiaries on the Determination Date, (c)
      the aggregate amount of the line item "minority interest" shown
      on the consolidated balance sheet of the Borrower and its Consolidated
      Subsidiaries on the Determination Date and (d) the aggregate principal
      amount of Qualified Subordinated Indebtedness outstanding on the
      Determination Date which will remain outstanding on such given future
      date; provided that the non-cash adjustments (whether positive or
      negative) required to be made pursuant to SFAS 133 and SFAS 52 shall be
      excluded from calculations under clause (ii) above to the extent otherwise
      included therein. The respective principal amounts of Superior
      Indebtedness, Members' Subordinated Certificates and Qualified
      Subordinated Indebtedness to be outstanding on such given future date
      shall be determined after giving effect to mandatory sinking fund
      payments, other mandatory prepayments and serial and other maturity
      payments required to be made on or prior to said given future date by the
      terms of such Superior Indebtedness, Members' Subordinated Certificates,
      Qualified Subordinated Indebtedness or any indenture or other instrument
      pursuant to which they are respectively issued.

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

	
	
      Section
      5.10. Liens.
      The Borrower will not create or permit to exist any Lien on or with
      respect to any Indebtedness of any Member which is an asset of the
      Borrower, now existing or hereafter created, or on any notes, mortgages or
      other documents or instruments evidencing any such Indebtedness, and the
      Borrower will not permit any Subsidiary to create or permit to exist any
      Lien on or with respect to any of such Subsidiary's assets, except Liens
      (i) granted by the Borrower to the trustee pursuant to either Indenture,
      (ii) (x) on any such Indebtedness granted by the Borrower to secure any
      borrowing for the purpose of making loans to Member power supply systems
      or loans to Members for bulk power supply projects or loans to Members for
      the purpose of providing financing to telephone and related systems
      eligible to borrow from the RUS, which borrowing or borrowings are on
      terms (except as to terms of interest, premium, if any, and amortization)
      not materially more disadvantageous to the Borrower's unsecured creditors
      than the borrowings under either Indenture (it being understood that the
      Borrower can not pledge such assets to an extent greater than 150% of the
      aggregate principal amount of such Indebtedness) or (y) REDLG Program
      Liens securing REDLG Obligations with respect to government Guarantees of
      Indebtedness of the Borrower; provided that Liens incurred in
      reliance on this subsection (ii) shall not secure amounts exceeding
      $500,000,000 in the aggregate at any one time outstanding, (iii) of
      current taxes not delinquent or a security for taxes being contested in
      good faith, (iv) other than in favor of the PBGC, created by or resulting
      from any legal proceedings (including legal proceedings instituted by the
      Borrower or any Subsidiary) which are being contested in good faith by
      appropriate proceedings, including appeals of judgments as to which a stay
      of execution shall have been issued, and adequate reserves shall have been
      established, (v) created by the Borrower to secure Guarantees by the
      Borrower of Indebtedness, the interest on which is excludable from the
      gross income of the recipient thereof for Federal income tax purposes as
      provided in Section 103(a) of the Internal Revenue Code or Section 103(a)
      of the Internal Revenue Code of 1954, as amended, (x) of a Member which is
      a state or political subdivision thereof or (y) of a state or political
      subdivision thereof incurred to benefit a Member for one of the purposes
      provided in Section 142(a)(2), (4), (5), (6), (8), (9), (10) or (12) of
      the Internal Revenue Code or Section 103(b)(4)(D), (E), (F), (G), (H) or
      (J) of the Internal Revenue Code of 1954, as amended, (vi) granted by any
      Subsidiary to the Borrower and (vii) REDLG Program Liens (in addition to
      those incurred in reliance on subsection (ii)) securing REDLG Obligations
      with respect to government Guarantees of Indebtedness of the Borrower in
      an aggregate principal or face amount not to exceed $2,500,000,000 at any
      one time outstanding.

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

	  
	
      Section 5.12. Subsidiaries
      and Joint Ventures. The Borrower will not permit the sum of the amount
      of Indebtedness owing to the Borrower by all of its Subsidiaries and Joint
      Ventures plus the amount paid by the Borrower in respect of the stock,
      obligations or securities of or any other interest in such Subsidiaries
      and Joint Ventures plus any capital contributions by the Borrower to such
      Subsidiaries and Joint Ventures (the amounts referred to in paragraphs (i)
      through (iii), the  "Investments") plus the amount of assets
      (excluding Foreclosed Assets) otherwise sold or transferred by the
      Borrower to such Subsidiaries and Joint Ventures (other than sales at fair
      market value) minus (v) any Start-up Investments minus (vi) any Investment
      made in cash by the Borrower in any Special Purpose Subsidiary (up to a
      maximum amount not to exceed the lesser of (x) the amount necessary to
      provide such Special Purpose Subsidiary with sufficient working capital to
      conduct its business as contemplated hereby and (y) $150,000,000) to
      exceed at any time 10% of the sum of (i) all accounts which, in accordance
      with generally accepted accounting principles, constitute equity in the
      Borrower and its Consolidated Subsidiaries at such time plus (ii) all
      Indebtedness of the Borrower shown on its balance sheet dated as of May
      31, 2003 as Members' Subordinated Certificates as such Indebtedness shall
      be reduced from time to time and any other Indebtedness of the Borrower
      incurred after May 31, 2003 having substantially similar provisions as to
      subordination as those contained in said outstanding certificates as such
      other Indebtedness shall be reduced from time to time, in each case at
      such time plus (iii) all "minority interest" shown on the
      consolidated statement of operations of the Borrower and its Consolidated
      Subsidiaries most recently delivered by the Borrower to the Banks pursuant
      to Section 4.02 or Section 5.03 plus (iv) all Qualified Subordinated
      Indebtedness outstanding at such time; provided that non-cash adjustments
      (whether positive or negative) required to be made pursuant to SFAS 133
      and SFAS 52 shall be excluded from the calculation of the amounts
      specified in clauses (b)(i), (b)(ii), (b)(iii) and (b)(iv) to the extent
      otherwise included therein; provided further that, in addition to the
      foregoing, the Borrower may transfer assets with an aggregate fair market
      value of not more than $150,000,000 to a bankruptcy remote trust required
      to be established to support REDLG Obligations of the Borrower, and any
      such transfer shall be excluded from any calculation under clauses (a) and
      (b) above to the extent otherwise included therein. For the purpose of
      this Section 5.12,  "Foreclosed Asset" means (x) any property
      distributed or to be distributed to the Borrower with the authority of any
      Bankruptcy Court in connection with the bankruptcy of any of the
      Borrower's debtors and (y) property received by the Borrower upon
      enforcement by the Borrower of its security interest (if any) in such
      property or in settlement of delinquent accounts or other overdue amounts
      owed to it by any of the Borrower's debtors;  "Special Purpose
      
      Subsidiary" means any domestic Subsidiary all of the shares of
      capital stock or other ownership interest of which are directly or
      indirectly owned by the Borrower, which Subsidiary is established for the
      sole purpose of, and whose sole business shall at all times be, holding
      Foreclosed Assets; and  "Start-up Investments" means Investments
      made in a Special Purpose Subsidiary solely to finance such Special
      Purpose Subsidiary's
       initial acquisition of Foreclosed Assets.
	 
	
      Section
      5.13. Minimum
      TIER. The Borrower and its Consolidated Subsidiaries shall at no time
      permit the average of the TIERs for the six (6) immediately preceding
      fiscal quarters of the Borrower to be less than 1.025:1.00.

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

	 
	
      Section
      5.15. Use
      of Proceeds. The proceeds of the Loans made hereunder may be used by
      the Borrower for general corporate purposes. None of such proceeds will be
      used, directly or indirectly, for the purpose, whether immediate,
      incidental or ultimate, of buying or carrying any "margin
      stock", within the meaning of Regulation U. Neither the Borrower nor
      any agent acting on its behalf has taken or will take any action which
      might cause this Agreement or the Notes to violate Regulation U or
      Regulation X.

	
       

	
      ARTICLE 6

	
      Defaults

	
       

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

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

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

	
      (c) Covenants Without Notice. The Borrower shall fail to observe or
      perform any covenant or agreement on its part to be observed or performed
      which is set forth in Section 5.1, 5.2, 5.9, 5.10, 5.12, 5.13, 5.14 or
      5.15;

	
      (d) Covenants With 10 Days Grace. The Borrower shall fail to observe or
      perform any covenant or agreement on its part to be observed or performed,
      which is set forth in the last sentence of Section 5.4, or in Section
      5.05, 5.06, 5.07, 5.08, and such non-observance or non-performance shall continue
      unremedied for a period of more than 10 days;

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

	
      (f) Representations. Any representation, warranty, certification or
      statement made or deemed to be made by the Borrower in this Agreement or
      in any certificate, financial statement or other document delivered
      pursuant to this Agreement shall prove to have been incorrect in any
      material respect when made or deemed to be made;

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

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

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

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

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

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

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

	
        

	
      ARTICLE 7

	
      The Administrative Agent

	
         

	Section 7.01. Appointment and Authorization. Each
      Bank irrevocably appoints and authorizes the Administrative Agent to take
      such action as agent on its behalf and to exercise such powers under this
      Agreement and the Notes as are delegated to the Administrative Agent by
      the terms hereof or thereof, together with all such powers as are
      reasonably incidental thereto.
	 
	
      Section 7.02. Administrative Agent and Affiliates. The Bank of Nova
      Scotia shall have the same rights and powers under this Agreement as any
      other Bank and may exercise or refrain from exercising the same as though
      it were not the Administrative Agent, and The Bank of Nova Scotia and its
      affiliates may accept deposits from, lend money to, and generally engage
      in any kind of business with the Borrower or any Subsidiary or affiliate
      of the Borrower as if it were not the Administrative Agent hereunder.
	 
	Section 7.03.  Action by Administrative Agent. The
      obligations of the Administrative Agent hereunder are only those expressly
      set forth herein. Without limiting the generality of the foregoing, the
      Administrative Agent shall not be required to take any action with respect
      to any Default, except as expressly provided in Article 6.
	 
	
      Section 7.04.
      Consultation with Experts.
      The Administrative Agent may consult with legal counsel (who may be
      counsel for the Borrower), independent public accountants and other
      experts selected by it and shall not be liable for any action taken or
      omitted to be taken by it in good faith in accordance with the advice of
      such counsel, accountants or experts.

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

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

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

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

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

	
       

	
      ARTICLE 8

	
      Change
      in Circumstances

	
        

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

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

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

	
      the Administrative Agent shall forthwith give notice thereof to the
      Borrower and the Banks, whereupon until the Administrative Agent notifies
      the Borrower that the circumstances giving rise to such suspension no
      longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans
      or to continue or convert outstanding Loans as or into Euro-Dollar Loans
      shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be
      converted into a Base Rate Loan on the last day of the then current
      Interest Period applicable thereto. Unless the Borrower notifies the
      Administrative Agent at least two Domestic Business Days before the date
      of any Fixed Rate Borrowing for which a Notice of Borrowing has previously
      been given that it elects not to borrow on such date, (i) if such
      Fixed Rate Borrowing is a Euro-Dollar Borrowing, such Borrowing shall
      instead be made as a Base Rate Borrowing and (ii) if such Fixed Rate
      Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans
      comprising such Borrowing shall bear interest for each day from and
      including the first day to but excluding the last day of the Interest
      Period applicable thereto at the Base Rate for such day.

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

	 
	
      Section
      8.03. Increased
      Cost and Reduced Return. (a) If on or after
      (x) the date hereof, in the case of any Committed Loan or any
      obligation to make Committed Loans or (y) the date of the related Money
      Market Quote, in the case of any Money Market Loan, the adoption of any
      applicable law, rule or regulation, or any change therein, or any change
      in the interpretation or administration thereof by any governmental
      authority, central bank or comparable agency charged with the
      interpretation or administration thereof, or compliance by any Bank (or
      its Applicable Lending Office) with any request or directive (whether or
      not having the force of law) of any such authority, central bank or
      comparable agency:

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

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

	
      (b) If any Bank determines that the adoption of any applicable law, rule,
      regulation, guideline or request concerning capital adequacy, or any
      change therein, or any change in interpretation or administration thereof
      by any governmental authority, central bank or comparable agency,
      occurring after the date hereof, will have the effect of increasing the
      amount of capital required or expected to be maintained by such Bank based
      on the existence of such Bank's Commitment hereunder or its obligations
      hereunder, it will notify the Borrower. This determination will be made on
      a Bank by Bank basis. The Borrower will pay to each Bank on demand such
      additional amounts as are necessary to compensate for the increased cost
      to such Bank as a result of the event described in the first sentence of
      this Section 8.03(b). In determining such amount, such Bank will act
      reasonably and in good faith and will use averaging and attribution
      methods which are reasonable, and such Bank will pass such costs on to the
      Borrower only if such costs are passed on in a similar manner by such Bank
      to similarly situated borrowers (which are parties to credit or loan
      documentation containing a provision similar to this Section 8.03(b)), as
      determined by such Bank in its reasonable discretion. Each Bank's
      determination of compensation shall be conclusive if made in accordance
      with this provision. Each Bank, upon determining that any increased costs
      will be payable pursuant to this Section 8.03(b), will give prompt written
      notice thereof to the Borrower, which notice shall show the basis for
      calculation of such increased costs, although the failure to give any such
      notice shall not release or diminish any of the Borrower's obligations to
      pay increased costs pursuant to this Section 8.03(b).
	
      (c) Each Bank will promptly notify the Borrower and the Administrative
      Agent of any event of which it has knowledge, occurring after the date
      hereof, which will entitle such Bank to compensation pursuant to this
      Section and will designate a different Applicable Lending Office if such
      designation will avoid the need for, or reduce the amount of, such
      compensation and will not, in the judgment of such Bank, be otherwise
      disadvantageous to such Bank. A Bank claiming compensation under this
      Section shall furnish a certificate to the Borrower setting forth the
      additional amount or amounts to be paid to it hereunder, which shall be
      conclusive in the absence of manifest error. In determining such amount,
      such Bank may use any reasonable averaging and attribution methods.

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

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

	
        

	
      ARTICLE 9

	
      Miscellaneous

	
        

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

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

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

	  
	
      Section 9.03.
      Expenses; Documentary Taxes; Indemnification. (a) The Borrower shall pay all reasonable out-of-pocket
      expenses of the Administrative Agent, including reasonable fees and
      disbursements of special counsel for the Administrative Agent, in
      connection with the preparation of this Agreement, any waiver or consent
      hereunder or any amendment hereof or any Default or alleged Default
      hereunder and if an Event of Default occurs, all reasonable out-of-pocket
      expenses incurred by the Administrative Agent or any Bank, including
      reasonable fees and disbursements incurred by counsel or in-house counsel,
      in connection with such Event of Default and collection, bankruptcy,
      insolvency and other enforcement proceedings resulting therefrom. The
      Borrower shall indemnify each Bank against any transfer taxes, documentary
      taxes, assessments or charges made by any governmental authority by reason
      of the execution and delivery of this Agreement or the Notes and any and
      all liabilities with respect to or resulting from any delay or omission
      (unless solely attributable to such Bank) to pay such taxes.

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

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

	 
	Section 9.05. Amendments and Waivers. Any provision
      of this Agreement or the Notes may be amended or waived if, but only if,
      such amendment or waiver is in writing and is signed by the Borrower and
      the Required Banks (and, if the rights or duties of the Administrative
      Agent are affected thereby, by the Administrative Agent); provided that no
      such amendment or waiver shall (i) increase or decrease the Commitment of
      any Bank (except for a ratable decrease in the Commitments of all Banks)
      or subject any Bank to any additional obligation without the written
      consent of such Bank, (ii) reduce the principal of or rate of interest on
      any Loan or any fees hereunder without the written consent of each Bank
      directly affected thereby, (iii) postpone the date fixed for any payment
      of principal of or interest on any Loan or any fees hereunder or for any
      reduction or termination of any Commitment without the written consent of
      each Bank directly affected thereby, (iv) change the percentage of the
      Commitments or of the aggregate unpaid principal amount of the Notes
      without the written consent of each Bank directly affected thereby or (v)
      change any of the provisions of this Section 9.05 or the definition of
      "Required Banks" or any other provision hereof specifying the
      number or percentage of Banks required to waive, amend or modify any
      rights hereunder, make any determination or grant any consent hereunder or
      take any other action under any provision of this Agreement without the
      written consent of each Bank.
	 
	
      Section 9.06.
      Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the
      benefit of the parties hereto and their respective successors and assigns,
      except that the Borrower may not assign or otherwise transfer any of its
      rights under this Agreement without the prior written consent of all
      Banks.

	
      (b) Any Bank may at any time grant to one or more affiliates of such Bank,
      banks or other institutions (each a  "Participant") participating
      interests in its Commitment or any or all of its Loans. In the event of
      any such grant by a Bank of a participating interest to a Participant,
      whether or not upon notice to the Borrower and the Administrative Agent,
      such Bank shall remain responsible for the performance of its obligations
      hereunder, and the Borrower and the Administrative Agent shall continue to
      deal solely and directly with such Bank in connection with such Bank's
      rights and obligations under this Agreement. Any agreement pursuant to
      which any Bank may grant such a participating interest shall provide that
      such Bank shall retain the sole right and responsibility to enforce the
      obligations of the Borrower hereunder including, without limitation, the
      right to approve any amendment, modification or waiver of any provision of
      this Agreement; provided that such participation agreement may provide
      that such Bank will not agree to any modification, amendment or waiver of
      this Agreement described in clause (i), (ii) or (iii) of Section 9.05
      without the consent of the Participant. Subject to the provisions of
      subsection (e), the Borrower agrees that each Participant shall, to the
      extent provided in its participation agreement, be entitled to the
      benefits, and be bound by the obligations, of Article 8 with respect to
      its participating interest. An assignment or other transfer which is not
      permitted by subsection (c) or (d) below shall be given effect for
      purposes of this Agreement only to the extent of a participating interest
      granted in accordance with this subsection (b).
	
      (c) Any Bank may at any time assign to one or more banks or other
      institutions (each an  "Assignee") all, or a proportionate part
      (but not in any case in an amount less than $10,000,000, unless (x) such
      Assignee is another Bank or an affiliate of such transferor Bank or (y)
      such assignment is for all of such transferor Bank's rights and
      obligations under this Agreement and the Notes) of all of its rights and
      obligations under this Agreement and the Notes, and such Assignee shall
      assume such rights and obligations, pursuant to an Assignment and
      Assumption Agreement in substantially the form of Exhibit I hereto
      executed by such Assignee and such transferor Bank, with (and subject to)
      the subscribed consent of the Borrower and the Administrative Agent, such
      consents not to be unreasonably withheld; provided that (i) if an Assignee
      is another Bank or an affiliate of such transferor Bank, or (ii) in the
      case of an assignment by any Bank to one or more Assignees after the
      occurrence and during the continuance of an Event of Default, no such
      consent shall be required; and provided further that such assignment may,
      but need not, include the rights of the transferor Bank in respect of
      outstanding Money Market Loans. Upon execution and delivery of such an
      instrument and payment by such Assignee to such transferor Bank of an
      amount equal to the purchase price agreed between such transferor Bank and
      such Assignee, such Assignee shall be a Bank party to this Agreement and
      shall have all the rights and obligations of a Bank with a Commitment as
      set forth in such instrument of assumption, and the transferor Bank shall
      be released from its obligations hereunder to a corresponding extent, and
      no further consent or action by any party shall be required. Upon the
      consummation of any assignment pursuant to this subsection (c), the
      transferor Bank, the Administrative Agent and the Borrower shall make
      appropriate arrangements so that, if required, a new Note is issued to the
      Assignee. In connection with any such assignment (other than an assignment
      made in response to a request from the Borrower pursuant to Section
      2.01(b)), the transferor Bank shall pay to the Administrative Agent an
      administrative fee for processing such assignment in the amount of $3,500.
      If the Assignee is not incorporated under the laws of the United States of
      America or a state thereof, it shall, prior to the first date on which
      interest or fees are payable hereunder for its account, deliver to the
      Borrower and the Administrative Agent certification as to exemption from
      deduction or withholding of any United States federal income taxes in
      accordance with Section 2.16.
	
      (d) Any Bank may at any time assign all or any portion of its rights under
      this Agreement and its Note to a Federal Reserve Bank. No such assignment
      shall release the transferor Bank from its obligations hereunder.

	
      (e) No Assignee, Participant or other transferee of any Bank's rights
      shall be entitled to receive any greater payment under Section 8.03 than
      such Bank would have been entitled to receive with respect to the rights
      transferred, unless such transfer is made with the Borrower's prior
      written consent or by reason of the provisions of Section 8.02 or 8.03
      requiring such Bank to designate a different Applicable Lending Office
      under certain circumstances or at a time when the circumstances giving
      rise to such greater payment did not exist.
	  
	
      Section 9.07.
      Collateral. Each of the Banks represents to
      the Administrative Agent and each of the other Banks that it in good faith
      is not relying upon any "margin stock" (as defined in Regulation
      U) as collateral in the extension or maintenance of the credit provided
      for in this Agreement.

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

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

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

	 
	
      Section 9.11.
      Severability. In case any provision
      in or obligation under this Agreement shall be invalid, illegal or
      unenforceable in any jurisdiction, the validity, legality and
      enforceability of the remaining provisions or obligations, or of such
      provision or obligation in any other jurisdiction, shall not in any way be
      affected or impaired thereby.

	 
	Section 9.12. Confidentiality. The Administrative
      Agent and each Bank represent that they will maintain the confidentiality
      of any written or oral information provided by or on behalf of the
      Borrower (hereinafter collectively called "Confidential
      Information"), subject to the Administrative Agent's and each Bank's
      (a) obligation to disclose any such Confidential Information pursuant to a
      request or order under applicable laws or regulations or from a regulatory
      authority or pursuant to a subpoena or other legal process, (b) right to
      disclose any such Confidential Information to its bank examiners,
      auditors, counsel and other professional advisors, and its employees,
      officers and directors, and to other Banks (it being understood that such
      Persons shall be informed of the confidential nature of such information
      and instructed to keep it confidential), (c) right to disclose any such
      Confidential Information in connection with any litigation or dispute
      involving the Banks and the Borrower or any of its Subsidiaries and
      affiliates, (d) right to provide such information to Participants,
      prospective Participants to which sales of participating interests are
      permitted pursuant to Section 9.06(b) and prospective Assignees to which
      assignments of interests are permitted pursuant to Section 9.06(c) if such
      Participant, prospective Participant or prospective Assignee agrees in
      writing to maintain the confidentiality of such information on terms
      substantially similar to those of this Section as if it were a
      "Bank" party hereto, and (e) right to disclose Confidential
      Information to its affiliates if such affiliate agrees in writing to
      maintain the confidentiality of such information on terms substantially
      similar to those of this Section. Notwithstanding the foregoing, any such
      information supplied to a Bank, Participant, prospective Participant or
      prospective Assignee under this Agreement shall cease to be Confidential
      Information if it is or becomes known to such Person by other than
      unauthorized disclosure, or if it becomes a matter of public knowledge
      other than as a result of a breach of this Section.
	 
	
      Section 9.13.
      WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY
      WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
      OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.

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

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

	
       








	
      
	
      NATIONAL RURAL UTILITIES

	
      
	
       
      COOPERATIVE FINANCE

	
      
	
       
      CORPORATION

	
      
	
       

	
      
	
       

	
      
	
       




 
	
      
	
      By:
	
       

    	
      /s/ Steven L. Lilly

    
	
      
	
       

    	
      Name:
	
      Steven L. Lilly

	
      
	
       

    	
      Title:
	
      Senior Vice President, Chief

	
      
	
       

    	
       

    	
      Financial Officer and

	
      
	
       

    	
       

    	
      Assistant Secretary-Treasurer




 
	
      
	
      Address:
	
      2201 Cooperative Way

	
      
	
       

    	
      Herndon, Virginia 20171

	
      
	
       
	
       

    
	
      
	
      Attention:
	
      Rhonda Smith

	
      
	
      Title:
	
      Assistant Treasurer

	
      
	
      Telephone No.:
	
      (703) 709-6700

	
      
	
      Telecopier No.:
	
      (703) 709-6779








 




		
      

      THE BANK OF NOVA SCOTIA, as

	
    	
      Administrative Agent and as a Bank




 
	
    	
      By:
    
	
       /s/
      Frank F. Sandler

    
	
       

    	
      Name:	
       Frank
      F. Sandler

	
       

    	
      Title:
	
       Managing
      Director

    



 
	
    
    
	
      Address:
	
      One Liberty Plaza,

	
      
	
    	
      26th Floor
	
    
    
	
       
	
      New York, New York 10006

	
    
    
	
      Attention:
	
      Frank Sandler, Managing

	
      
	
       

    	
      Director

	
    
    
	
      Telephone:
	
      (212) 225-5670

	
    
    
	
      Telecopy No.:
	
      (212) 225-5480




 


 
 

	
       

    	
      JPMorgan Chase Bank

	
       

    	
       

	
       

    	
      By:
	
      /s/ Thomas
      L. Casey

    
	
       

    	
      Name:
	
      Thomas L. Casey
	
       

    	
      Title:
	
      Vice President


 

 

	
       

       
	
      Bank of America, N.A.

	
       

    	
       

    
	
       

    	
      By:
	
      /s/
      Shelly K. Harper

    
	
       

    	
      Name:
	
      Shelly K. Harper
	
       

    	
      Title:
	
      Principal


 

 

	
       

    	
      ABN Amro Bank, N.V.

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Neil R. Stein

    
	
       

    	
      Name:
	
      Neil R. Stein
	
       

    	
      Title:
	
      Group Vice President


	
       

    	
       

	
       

    	
      By:
	
      /s/
      Michael DeMarco

    
	
       

    	
      Name:
	
      Michael DeMarco
	
       

    	
      Title:
	
      Assistant Vice President


 

	
       

    	
      Bank One, NA

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Jane Bek Keil

    
	
       

    	
      Name:
	
      Jane Bek Keil
	
       

    	
      Title:
	
      Director


 

 

	
       

    	
      UBS Loan Finance LLC

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Joselin Fernandes

    
	
       

    	
      Name:
	
      Joselin Fernandes
	
    	
      Title:
	
      Associate Director
	
       

    	
    	
      Banking Products Services, US
	
            
    
	
       

    	
      By:
	
      /s/
      Wilfred V. Saint

    
	
       

    	
      Name:
	
      Wilfred V. Saint
	
    	
      Title:
	
      Director
	
       

    	
    	
      Banking Products Services, US


 

	
       

    	
      Deutsche Bank AG New York Branch

	
       

    	
        

	
       

    	
      By:
	
      /s/
      Joel Makowsky

    
	
       

    	
      Name:
	
      Joel Makowsky
	
       

    	
      Title:
	
      Director
	
    	
          	
    
	
       

    	
      By:
	
      /s/
      Richard Henshall

    
	
       

    	
      Name:
	
      Richard Henshall
	
       

    	
      Title:
	
      Director


 

 

	
       

    	
      Lehman
      Brothers Bank, FSB

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Gary T. Taylor

    
	
       

    	
      Name:
	
      Gary T. Taylor
	
       

    	
      Title:
	
      Vice President


 

	
       

    	
      Bank of Tokyo-Mitsubishi, Ltd., New York Branch

	
       

    	
       

	
       

    	
      By:
	
      /s/
      J. William Rhodes 

    
	
       

    	
      Name:
	
      J. William Rhodes
	
       

    	
      Title:
	
      Authorized Signatory


 

	
       

    	
      Merrill Lynch Bank USA

	
       

    	
       

	
       

    	
      By:
	
      /s/ Louis
      Alder

    
	
       

    	
      Name:
	
      Louis Alder
	
       

    	
      Title:
	
      Director


 

	
       

    	
      Credit
      Lyonnais, New York Branch

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Sebastian Rocco

    
	
       

    	
      Name:
	
      Sebastian Rocco
	
       

    	
      Title:
	
      Senior Vice President


     

	
       

    	
      Toronto Dominion
      (Texas), Inc.

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Rachel Suiter

    
	
       

    	
      Name:
	
      Rachel Suiter
	
       

    	
      Title:
	
      Vice President


    

	
       

    	
      Harris
      Nesbitt Financing, Inc.

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Cahal B. Carmody

    
	
       

    	
      Name:
	
      Cahal B. Carmody
	
       

    	
      Title:
	
      Vice President


  

	
       

    	
      U.S. Bank, National Association

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Brian H. Gallagher

    
	
       

    	
      Name:
	
      Brian H. Gallagher
	
       

    	
      Title:
	
      Vice President


 

	
       

    	
      HSBC Bank USA

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Suzanne K. Matthews 

    
	
       

    	
      Name:
	
      Suzanne K. Matthews
	
       

    	
      Title:
	
      Senior Vice President


 

	
       

    	
      Mizuho Corporate Bank, Ltd.

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Mark Gronich

    
	
       

    	
      Name:
	
      Mark Gronich
	
       

    	
      Title:
	
      SVP


 

	
       

    	
      Sumitomo
      Mitsui Banking Corporation

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Peter R.C. Knight

    
	
       

    	
      Name:
	
      /s/ Peter R.C. Knight
	
       

    	
      Title:
	
      Joint General Manager


  

	
       

    	
      KeyBank National Association

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Sherry I. Manson 

    
	
       

    	
      Name:
	
      Sherry I. Manson
	
       

    	
      Title:
	
      Vice President


 

	
       

    	
      The Royal Bank of Scotland Plc

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Grant Matthews

    
	
       

    	
      Name:
	
      Grant Matthews
	
       

    	
      Title:
	
      Senior Vice President


 

	
       

    	
      SunTrust Bank

	
       

    	
       

	
       

    	
      By:
	
      /s/
      Stephen B. Derby

    
	
       

    	
      Name:
	
      Stephen B. Derby
	
       

    	
      Title:
	
    Managing Director
    


 


 
 

	
      AGENT SCHEDULE

	
       
	 
	
      Institution
	
      Title

	
      The Bank of Nova Scotia
	
      Administrative Agent

	
      ABN AMRO Bank N.V.,
	
      Syndication Agent

	
      JPMorgan Chase Bank
	
      Co-Documentation Agent

	
      Bank of America, N.A.
	
      Co-Documentation Agent

	
      The Bank of Tokyo-Mitsubishi, Ltd., New York Branch
	
      Co-Documentation Agent




 
 

	
      COMMITMENT SCHEDULE

	
       
	
      

    
	
      Institution
	
      Commitment

	
      The Bank of Nova Scotia
	
      $182,500,000

	
      Bank of America, NA
	
      $50,000,000

	
      JPMorgan Chase Bank
	
      $50,000,000

	
      The Bank of Tokyo-Mitsubishi, Ltd., New York Branch
	
      $62,500,000

	
      ABN AMRO Bank N.V.
	
      $87,500,000

	
      UBS Loan Finance LLC
	
      $75,000,000

	
      Deutsche Bank AG, New York Branch
	
      $75,000,000

	
      Lehman Brothers Bank, FSB
	
      $68,750,000

	
      Merrill Lynch Bank USA
	
      $50,000,000

	
      Credit Lyonnais, New York Branch
	
      $50,000,000

	
      Toronto Dominion (Texas), Inc.
	
      $50,000,000

	
      Sumitomo Mitsui Banking Corporation
	
      $50,000,000

	
      Bank One, NA
	
      $37,500,000

	
      Harris Nesbitt Financing, Inc.
	
      $37,500,000

	
      KeyBank National Association
	
      $37,500,000

	
      U.S. Bank, National Association
	
      $31,250,000

	
      HSBC Bank USA
	
      $30,000,000

	
      Mizuho Corporate Bank, Ltd.
	
      $25,000,000

	
      The Royal Bank of Scotland PLC
	
      $25,000,000

	
      SunTrust Bank
	
      $25,000,000

	
      

    	
      $1,100,000,000




 




	
      PRICING SCHEDULE

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



 

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

	
      Euro-Dollar Margin:
	
      0.180%
	
      0.215%
	
      0.265%
	
      0.500%
	
      0.700%
	
      0.900%

	
      Facility Fee Rate:
	
      0.070%
	
      0.085%
	
      0.085%
	
      0.100%
	
      0.150%
	
      0.200%







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

	
      "Fitch" means Fitch Ratings Ltd.

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

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

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

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

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

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

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

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

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

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

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








 




	   
	     
	
      SCHEDULE 5.03(a)

	
      NON-GAAP SUBSIDIARIES

	     
	
      Beechwood Real Estate Properties, LLC

	
      Beechwood Real Estate Holdings, LLC

	
      CRH Golf GP, L.L.C.

	
      CRH Hospitality GP, L.L.C.

	
      Denton Realty Holdings, LLC

	
      Denton Realty Investors, LLC









	
       
	
        
	
      EXHIBIT A

	
      FORM OF NOTE

	
    
	
      New York, New York                                                                                
      [DATE]

	
       
	
      For value received, National Rural Utilities Cooperative Finance
      Corporation, a not-for-profit cooperative association incorporated under
      the laws of the District of Columbia (the "Borrower"),
      promises to pay to the order of !
      (the "Bank"), for the account of its Applicable Lending
      Office, the unpaid principal amount of each Loan made by the Bank to the
      Borrower pursuant to the Revolving Credit Agreement referred to below on
      the last day of the Interest Period relating to such Loan. The Borrower
      promises to pay interest on the unpaid principal amount of each such Loan
      on the dates and at the rate or rates provided for in the Revolving Credit
      Agreement. All such payments of principal and interest shall be made in
      lawful money of the United States in Federal or other immediately
      available funds at the office of The Bank of Nova Scotia, One Liberty
      Plaza, 26th Floor, New York, New York.

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

	
       
	
      This note is one of the Notes referred to in the 364-Day Revolving
      Credit Agreement dated as of March 30, 2004 among the Borrower, the Banks
      listed on the signature pages thereof, JPMorgan Chase Bank, Bank of
      America, N.A. and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as
      Co-Documentation Agents, ABN AMRO Bank N.V., as Syndication Agent, and The
      Bank of Nova Scotia, as Administrative Agent (as the same may be amended
      from time to time, the "Revolving Credit Agreement").
      Terms defined in the Revolving Credit Agreement are used herein with the
      same meanings. Reference is made to the Revolving Credit Agreement for
      provisions for the prepayment hereof and the acceleration of the maturity
      hereof.







	
    	
    	
      NATIONAL RURAL UTILITIES 
	
    	
    	
        COOPERATIVE FINANCE 
	
    	
    	
         CORPORATION

	
    	
    	
      By:
	
       

    
	
    	
    	
      Name:

	
    	
    	
      Title:




 
 


                                                       
Note (cont'd)





                           
LOANS AND PAYMENTS OF PRINCIPAL

 


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

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 



 






	
      EXHIBIT B-1

	 
	
      FORM OF RUS GUARANTEE
      

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

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



     

	
       

    	
      UNITED STATES OF AMERICA

	
      Date________________, ___
	
      By:
	
       

    
	
       

    	
      Name:

	
       

    	
      Title: Administrator of Rural
      Electrification Administration

    


 

  


 
	
      EXHIBIT B-2

	 
	
      FORM OF RUS GUARANTEE
      

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

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

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

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




     


	
       

    	
      UNITED STATES OF AMERICA

	
    	
      By:
	
       

    
	
       

    	
      Name:

		
      Title: [ Administrator] of the Rural Utilities Service


  		
    
		
    
	

      

    
	
      




	
      Date________________, ___	
      RUS Loan No.



    	
       

    






  









	
      EXHIBIT C

	
      FORM OF MONEY MARKET QUOTE REQUEST
      

	
       
	
      [Date]

	
       
	
      To: The Bank of Nova Scotia (the "Administrative Agent")

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

	
       
	
      Re: 364-Day Revolving Credit Agreement (the "Revolving Credit
      Agreement") dated as of March 30, 2004, among the Borrower, the
      Banks listed on the signature pages thereof, JPMorgan Chase Bank, Bank of
      America, N.A. and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as
      Co-Documentation Agents, ABN AMRO Bank N.V., as Syndication Agent, and The
      Bank of Nova Scotia, as Administrative Agent.

	
       
	
      We hereby give notice pursuant to .3 of the Revolving Credit Agreement
      that we request Money Market Quotes for the following proposed Money
      Market Borrowing(s):

	
       
	
      Date of Borrowing: __________________

	 
	
      Principal Amount (1)                                                 
      Interest Period  (2)   

	
      $

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

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



   
	
    	
    	
      NATIONAL RURAL UTILITIES 
	
    	
    	
        COOPERATIVE FINANCE 
	
    	
    	
         CORPORATION

	
    	
    	
      By:
	
       

    
	
    	
    	
      Name:

	
    	
    	
      Title:




  
	________________________
	     1  Amount must
      be $10,000,000 or a larger multiple of $1,000,000.
	     2  Any number
      of whole months (but not less than one month) (LIBOR Auction) or not less
      than 30 days (Absolute Rate Auction), subject to the provisions of the
      definition of Interest Period.




 


	
      EXHIBIT D

	 
	
      FORM OF INVITATION FOR MONEY MARKET QUOTES

	  
	
      [Date]

	
      To: [Name of Bank]

	
       
	
      Re: Invitation for Money Market Quotes to the National Rural Utilities
      Cooperative Finance Corporation (the "Borrower")

	
       
	
      Pursuant to Section 2.03 of the 364-Day Revolving Credit Agreement dated as of
      March 30, 2004 among the Borrower, the Banks listed on the signature pages
      thereof, JPMorgan Chase Bank, Bank of America, N.A. and The Bank of
      Tokyo-Mitsubishi, Ltd., New York Branch, as Co-Documentation Agents, ABN
      AMRO Bank N.V., as Syndication Agent, and The Bank of Nova Scotia, as
      Administrative Agent:

	
        
	
      Date of Borrowing: __________________

	
	
      Principal Amount                                                    
      Interest Period

	
      $

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

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




  

	
    	
    	
    
	
    	
    	
    
	
    	
    	
      THE BANK OF NOVA SCOTIA
	
    	
    	
      By:
	
       

    
	
    	
    	
      Name:

	
      
	
      
	
      Title:  Authorized Officer



     



 




	
      EXHIBIT E

	 
	
      FORM OF MONEY MARKET QUOTE
      

	
    
	
      [Date]

	
    
	
      The Bank of Nova Scotia

      as Administrative Agent

	
      One Liberty Plaza, 26th Floor

	
      New York, New York 10006
    

	
       
	
      Attention:
	
       
	
      Re: Money Market Quote to National Rural Utilities Cooperative

      Finance Corporation (the "Borrower")

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

	
       
	
      1. Quoting Bank: ________________________________

	
       
	
      2. Person to contact at Quoting Bank: _____________________________

	
       
	
      3. Date of Borrowing: ____________________*

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




 

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

	
      $ 
	 	 	 
	
      $ 
	 	 	 
	 	 	 	 





	 ________________________
	       *As
      specified in the related Invitation.
	     **Principal amount
      bid for each Interest Period may not exceed principal amount requested. 
      Specify aggregate limitation if the sum of the individual offers exceeds
      the amount the Bank is willing to lend.  Bids must be made for
      $1,000,000 or a larger multiple thereof.
	   ***Any number of whole months
      (but not less than one month) or not less than 30 days, as specified in
      the related Invitation.  No more than five bids are permitted for
      each Interest Period.
	  ****Margin over or under the London
      Interbank Offered Rate determined for the applicable Interest Period. 
      Specify percentage (rounded to the nearest 1/10,000 of 1%) and specify
      whether "PLUS" or "MINUS".
	*****Specify rate of interest per annum
      (rounded to the nearest 1/10,000th of 1%.






   


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

	
       

	
      We understand and agree that the offer[s] set forth above [is][are]
      subject to the satisfaction of the applicable conditions set forth in the
      364-Day Revolving Credit Agreement dated as of March 30, 2004, among the
      Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase
      Bank, Bank of America, N.A. and The Bank of Tokyo-Mitsubishi, Ltd., New
      York Branch, as Co-Documentation Agents, ABN AMRO Bank N.V., as
      Syndication Agent, and The Bank of Nova Scotia, as Administrative Agent.







	
    	
    	
      Very truly yours,
	
    	
    	
       
	
    	
    	
      [NAME OF BANK]
	
    	
    	
       
	
    	
    	
      By:
	
       

    
	
    	
    	
      Name:

	
    	
    	
      Title:  Authorized Officer
	
    	
    	
    
	
      Dated: _______________



     





 


	
      EXHIBIT F

	 
	
      OPINION OF JOHN JAY LIST, ESQ.,

      GENERAL COUNSEL OF THE BORROWER

	
    
	
      [Date]
    

	
       
	
      I am General Counsel of the National Rural Utilities Cooperative
      Finance Corporation (the "Borrower") and am delivering
      this opinion pursuant to the 364-Day Revolving Credit Agreement (the
      "Agreement") dated as of March 30, 2004 among the
      Borrower, the Banks listed on the signature pages thereof, JPMorgan Chase
      Bank, Bank of America, N.A. and The Bank of Tokyo-Mitsubishi, Ltd., New
      York Branch, as Co-Documentation Agents, ABN AMRO Bank N.V., as
      Syndication Agent, and The Bank of Nova Scotia, as Administrative Agent.
      Terms defined in the Agreement are used herein as therein defined. This
      opinion is being rendered to you at the request of my client, the
      Borrower, pursuant to Article 3.1(c) of the Agreement.

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

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

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

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

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

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

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

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

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

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










 






	
       
	
       
	
      EXHIBIT G

	
	
      OPINION OF

      DAVIS POLK & WARDWELL,

      SPECIAL COUNSEL FOR THE ADMINISTRATIVE AGENT

	
          
	
      [Date]

	
          
    
	
      To the Banks and the Administrative Agent

      Referred to Below

      c/o The Bank of Nova Scotia, as Administrative Agent

      One Liberty Plaza, 26th Floor

      New York, New York 10006
    

	
        
	
      Dear Sirs:
	
         
	
      We have participated in the preparation of the 364-Day Revolving Credit
      Agreement dated as of March 30, 2004 (the "Credit Agreement")
      among the National Rural Utilities Cooperative Finance Corporation, a
      not-for-profit cooperative association incorporated under the laws of the
      District of Columbia (the "Borrower"), the Banks listed
      on the signature pages thereof, JPMorgan Chase Bank, Bank of America, N.A.
      and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, as
      Co-Documentation Agents, ABN AMRO Bank N.V., as Syndication Agent, and The
      Bank of Nova Scotia, as Administrative Agent (the "Agent"),
      and have acted as special counsel for the Administrative Agent for the
      purpose of rendering this opinion pursuant to Article 3.1(d) of the Credit
      Agreement. Terms defined in the Credit Agreement are used herein as
      therein defined.

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

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

	
         
	
      In rendering the foregoing opinion, we have assumed that (i) the
      Borrower is duly incorporated, validly existing and in good standing under
      the laws of the jurisdiction of its incorporation and (ii) the execution,
      delivery and performance by the Borrower of the Credit Agreement and the
      Notes issued by the Borrower are within the Borrower's corporate powers,
      have been duly authorized by all necessary corporate action, require no
      action by or in respect of, or filing with, any governmental body, agency
      or official and do not contravene or constitute a default under, any
      provision of applicable law or regulation or of the Borrower's certificate
      of incorporation or by-laws or of any agreement, judgment, injunction,
      order, decree or other instrument binding upon the Borrower or result in
      the creation or imposition of any lien on the assets of the Borrower or
      any Subsidiary of the Borrower.

	
      
           

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

	
      
        

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

	
        
	
      Very truly yours,

	
      





 
 

	
      EXHIBIT H

	
	
      EXTENSION AGREEMENT

	
      [Date]

    

	
    
	
      National Rural Utilities

      Cooperative Finance Corporation

      2201 Cooperative Way

      Herndon, VA 20171

      

      The Bank of Nova Scotia,

      as Administrative Agent

      under the Credit Agreement

      referred to below

      One Liberty Plaza, 26th Floor

      New York, NY 10006

      

      Gentlemen:

    

	
      Effective as of [effective date], the undersigned hereby agree to
      extend the Commitment Termination Date as now in effect under the 364-Day
      Revolving Credit Agreement dated as of March 30, 2004 as amended and
      supplemented from time to time (the "Credit Agreement"),
      among National Rural Utilities Cooperative Finance Corporation, the Banks
      listed therein, JPMorgan Chase Bank, Bank of America, N.A. and The Bank of
      Tokyo-Mitsubishi, Ltd., New York Branch, as Co-Documentation Agents, ABN
      AMRO Bank N.V., as Syndication Agent, and The Bank of Nova Scotia, as
      Administrative Agent, to [Date]. Terms defined in the Credit Agreement are
      used herein as therein defined.

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



   

	
    	
      [NAME OF BANK]

	
    	
    	
       	
	
    	
      By:  	
       
	 
	
    	
    	
      Name:

	
       	
    	
      Title:



	
        	
    
	
        	
    
	
    	
      [NAME OF BANK]

	
    	
    	
       	
	
    	
      By:  	
       
	 
	
    	
    	
      Name:

	
    	
    	
      Title:



    



 
	
        	
    
	
    	
      [NAME OF BANK]

	
    	
    	
       	
	
    	
      By:  	
       
	 
	
    	
    	
      Name:

	
    	
    	
      Title:



 

 
	
        	
      THE BANK OF NOVA SCOTIA,

      as Administrative Agent

	
    	
      

	
    	
    	
       	
	
    	
      By:  	
       
	 
	
    	
    	
      Name:

	
    	
    	
      Title:








	
        	
      Agreed and accepted:
	
    	
        
	
    	
      NATIONAL RURAL UTILITIES
	
    	
         COOPERATIVE FINANCE
	
    	
            CORPORATION
	
    	
         
	
    	
           
	
    	
      By:  	
       
	 
	
    	
    	
      Name:

	
    	
    	
      Title:



  
 

    


 
  

   

   

	
      EXHIBIT I

	
	
      ASSIGNMENT AND ASSUMPTION AGREEMENT
      

	
        
	
      AGREEMENT dated as of ___________, 200__ among [ASSIGNOR] (the "Assignor"),
      [ASSIGNEE] (the "Assignee"), NATIONAL RURAL UTILITIES
      COOPERATIVE FINANCE CORPORATION (the "Borrower") and THE
      BANK OF NOVA SCOTIA, as Administrative Agent (the "Agent").

	
        
    
	
      W I T N E S S E T H
    

	
        
	
      WHEREAS, this Assignment and Assumption Agreement (the "Agreement")
      relates to the 364-Day Revolving Credit Agreement dated as of March 30,
      2004 (the "Credit Agreement") among the Borrower, the
      Assignor and the other Banks party thereto, as Banks, JPMorgan Chase Bank,
      Bank of America, N.A. and The Bank of Tokyo-Mitsubishi, Ltd., New York
      Branch, as Co-Documentation Agents, ABN AMRO Bank N.V., as Syndication
      Agent, and The Bank of Nova Scotia, as Administrative Agent (the "Agent");

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

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

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

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

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

	
      SECTION 2. Assignment. The Assignor hereby assigns and sells to
      the Assignee all of the rights of the Assignor under the Credit Agreement
      to the extent of the Assigned Amount, and the Assignee hereby accepts such
      assignment from the Assignor and assumes all of the obligations of the
      Assignor under the Credit Agreement to the extent of the Assigned Amount,
      including the purchase from the Assignor of the corresponding portion of
      the principal amount of the Committed Loans made by the Assignor
      outstanding at the date hereof. Upon the execution and delivery hereof by
      the Assignor, the Assignee, the Borrower and the Administrative Agent and
      the payment of the amounts specified in Section 3 required to be paid on
      the date hereof (i) the Assignee shall, as of the date hereof, succeed to
      the rights and be obligated to perform the obligations of a Bank under the
      Credit Agreement with a Commitment in an amount equal to the Assigned
      Amount, and (ii) the Commitment of the Assignor shall, as of the date
      hereof, be reduced by a like amount and the Assignor released from its
      obligations under the Credit Agreement to the extent such obligations have
      been assumed by the Assignee. The assignment provided for herein shall be
      without recourse to the Assignor.

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

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

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

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

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



  

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





 

	
    	
      [ASSIGNOR]

	
    	
    	
       	
	
    	
      By:  	
       
	 
	
    	
    	
      Name:

	
       	
    	
      Title:



   

	
    	
      [ASSIGNEE]

	
    	
    	
       	
	
    	
      By:  	
       
	 
	
    	
    	
      Name:

	
       	
    	
      Title:



	
         
	
         


	
    	
      NATIONAL RURAL UTILITIES
	
    	
         COOPERATIVE FINANCE
	
    	
            CORPORATION


     

	
    	
       

	
    	
    	
       	
	
    	
      By:  	
       
	 
	
    	
    	
      Name:

	
       	
    	
      Title:



   
	
    	
      THE BANK OF NOVA SCOTIA, as 
	
    	
         Administrative Agent

	
    	
    	
       	
	
    	
      By:  	
       
	 
	
    	
    	
      Name:

	
       	
    	
      Title: