##### 








---



##### 








---



##### 



ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
    
    
    11.01 Defined Terms
    
    
    11.02 Other Interpretive Provisions
    
    
    131.03 Accounting Terms
    
    
    141.04 Times of Day
    
    
    14ARTICLE II THE COMMITMENTS AND LOANS
    
    
    142.01 Loans
    
    
    142.02 Borrowings, Conversions and Continuations of Loans
    
    
    142.03 Prepayments
    
    
    152.04 Termination or Reduction of Aggregate Commitments; Availability
    
    
    162.05 Repayment of Loans
    
    
    172.06 Interest
    
    
    172.07 Commitment Fee
    
    
    172.08 Computation of Interest and Fees
    
    
    182.09 Evidence of Debt
    
    
    182.10 Payments Generally; Administrative Agents Clawback
    
    
    182.11 Sharing of Payments by Lenders
    
    
    19ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
    
    
    203.01 Taxes
    
    
    203.02 Illegality
    
    
    223.03 Inability to Determine Rates
    
    
    223.04 Increased Costs
    
    
    233.05 Compensation for Losses
    
    
    243.06 Mitigation Obligations; Replacement of Lenders
    
    
    243.07 Survival
    
    
    25ARTICLE IV CONDITIONS PRECEDENT TO LOANS
    
    
    254.01 Conditions to Closing
    
    
    254.02 Conditions to all Loans
    
    
    26ARTICLE V REPRESENTATIONS AND WARRANTIES
    
    
    265.01 Existence, Qualification and Power
    
    
    265.02 Authorization; No Contravention
    
    
    265.03 Governmental Authorization; Other Consents
    
    
    275.04 Binding Effect
    
    
    275.05 Financial Statements; No Material Adverse Effect
    
    
    275.06 Litigation
    
    
    275.07 No Default
    
    
    285.08
Ownership of Property; Liens
    
    
    285.09 Environmental Compliance
    
    
    285.10 Payment of Governmental Charges
    
    
    285 11 ERISA Compliance
    
    
    285.12 Margin Regulations; Investment Company Act; Public Utility Holding Company Act
    
    
    295 13 Disclosure
    
    
    295 14 Compliance with Laws
    
    
    30ARTICLE VI AFFIRMATIVE COVENANTS
    
    
    306.01 Financial Statements
    
    
    306.02 Certificates; Other Information
    
    
    306.03 Notices
    
    
    31
 i




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##### 



6.04 Payment of Obligations
    
    
    326.05
Preservation of Existence, Etc.
    
    
    326.06 Maintenance of Properties
    
    
    326.07 Maintenance of Insurance
    
    
    326.08 Compliance with Laws
    
    
    326.09 Books and Records
    
    
    336.10 Inspection Rights
    
    
    336.11 Use of Proceeds
    
    
    33ARTICLE VII NEGATIVE COVENANTS
    
    
    337.01 Liens
    
    
    337.02 Indebtedness
    
    
    337.03 Fundamental Changes; Subsidiaries
    
    
    347.04 Change in Nature of Business
    
    
    347.05 Use of Proceeds
    
    
    34ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
    
    
    348.01 Events of Default
    
    
    348.02 Remedies Upon Event of Default
    
    
    368.03 Application of Funds
    
    
    37ARTICLE IX ADMINISTRATIVE AGENT
    
    
    379.01 Appointment and Authority
    
    
    379.02 Rights and Obligations as a Lender
    
    
    389.03 Exculpatory Provisions
    
    
    389.04 Reliance by Administrative Agent
    
    
    399.05 Delegation of Duties
    
    
    399.06 Resignation of Administrative Agent
    
    
    399.07 Non-Reliance on Administrative Agent and Other Lenders
    
    
    409.08 No Other Duties; Etc
    
    
    409.09 Administrative Agent May File Proofs of Claim
    
    
    40ARTICLE X MISCELLANEOUS
    
    
    4110.01
Amendments, Etc.
    
    
    4110.02 Notices and Other Communications; Facsimile Copies
    
    
    4210.03 No Waiver; Cumulative Remedies
    
    
    4310.04 Expenses; Indemnity; and Damage Waiver
    
    
    4310.05 Payments Set Aside
    
    
    4510.06 Successors and Assigns
    
    
    4510.07 Treatment of Certain Information; Confidentiality
    
    
    4710.08 Set-off
    
    
    4810.09 Interest Rate Limitation
    
    
    4810.10 Counterparts; Integration; Effectiveness
    
    
    4810.11 Survival of Representations and Warranties
    
    
    4910.12 Severability
    
    
    4910.13 Replacement of Lenders
    
    
    4910.14 Governing Law; Jurisdiction; Etc
    
    
    5010.15 Waiver of Right to Trial by Jury
    
    
    5010.16 USA PATRIOT Act Notice
    
    
    5110.17 Statement of Borrower regarding the Bankruptcy Code of the United
States
    
    
    5110.18 TVA Related Provisions
    
    
    51
 ii




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##### 



SCHEDULES2.01 Commitments and Applicable Percentages7.01 Other Permitted Liens10.02 Certain Addresses for NoticesEXHIBITS2.02 Form of Loan Notice2.09 Form of Note10.07 Form of Assignment and Assumption10.18 Certification for Contracts, Grants, Loans, and Cooperative Agreements
 iii




---



##### 



Borrower
     Defined Terms.
  Administrative Agent
 Administrative Agents Office Schedule 10.02
 Administrative Questionnaire
 Affiliate
 Aggregate Commitments
 Agreement
 Annual Financial Statements
 Applicable Percentage Section 8.02




---



##### 



Schedule 2.01
  Pricing
    
    
    
    
    
    Moodys Debt
    
    LIBOR RateTier
    
    S&P Debt Rating
    
    Rating
    
    Loans
    
    Base Rate Loans
    
    Commitment Fee1
    
    AAA
    
    Aaa
    
    
    0.10
    %
    
    
    0.00
    %
    
    
    0.06
    %2
    
    AAA but on CreditWatch
    
    Aaa but on Watchlist
    
    
    0.18
    %
    
    
    0.00
    %
    
    
    0.08
    %3
    
    AA+
    
    Aa1
    
    
    0.33
    %
    
    
    0.00
    %
    
    
    0.18
    %4
    
    AA
    
    Aa2
    
    
    0.33
    %
    
    
    0.00
    %
    
    
    0.18
    %5
    
    AA-
    
    Aa3
    
    
    0.43
    %
    
    
    0.00
    %
    
    
    0.28
    %
  or
 Approved Fund
 Assignment and Assumption Section, 10.06(b)) Exhibit 10.07
 Availability Period Section 2.04, Section 8.02.
 Bank of America
 Base Rate
 Base Rate Loan
 2




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##### 



Borrower
 Borrowing Section 2.01.
 Business Day
 Businesses
 Change in Law
 Closing Date
 Commitment Section 2.01 Schedule 2.01
 Contractual Obligation
 Control Controlling Controlled
 Debtor Relief Laws
 Default
 Default Rate
 3




---



##### 



plus plus
 Defaulting Lender
 Dollar $
 Eligible Assignee provided
 Environmental Laws
 Environmental Liability
 ERISA
 ERISA Affiliate
 ERISA Event
 4




---



##### 



Event of Default Section 8.01.
 Excluded Taxes Section 10.13), Section 3.01(e), Section 3.01(a).
 Facilities
 Federal Funds Rate provided
 Foreign Lender
 FRB
 Fund
 GAAP Accounting for the Effects of Certain Types of Regulation,
 5




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##### 



Governmental Authority
 Hazardous Materials
 Indemnified Taxes
 Indemnitees Section 10.04(b).
 Interest Payment Date provided however,
 Interest
Period provided
    Interim Financial Statements
 Internal Revenue Code
 IRS
 Laws
 6




---



##### 



Lender
 Lending Office
 LIBOR Base Rate BBA LIBOR
 LIBOR Rate
 LIBOR Rate Loan
 LIBOR Reserve Percentage
 Lien
 Liquidity Premium
 7




---



##### 



Size of Borrowing, Conversion or Continuation3 $500 Million but less
    
    3 $1 Billion but less thanNotice Period
    
    < $500 Million
    
    than $l Billion
    
    $1.25 BillionSame Day
    
    
    0.05
    %
    
    
    0.05
    %
    
    
    0.10
    %One Day
    
    
    0.05
    %
    
    
    0.05
    %
    
    
    0.05
    %Two or More Days
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %
 Section 2.02 Section 2.02,
 Loan Section 2.01.
 Loan Documents
 Loan Notice Section 2.02(a), Exhibit 2.02
 Material Adverse Effect
 Maturity Date
 Moodys
 Moodys Debt Rating
 Multiemployer Plan
 Note Section 2.09.
 8




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##### 



Nuclear Decommissioning Trust
 Obligations
 Other Taxes
 Participant Section 10.06(d).
 PBGC
 Pension Plan
 Permitted Liens
   Schedule 7.01;
  provided
 9




---



##### 



provided
 Lease Transactions
     10




---



##### 



provided
 provided Section 7.02.
 Person
 Plan
 Power Resolution
 Property
 Register Section 10.06(c).
 Related Parties
 Reportable Event
 Required Lenders
 Responsible Officer
 11




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##### 



S&P
 S&P Debt Rating
 SEC
 Subsidiary
 Swap Contract Master Agreement
 Swap Termination Value
 Taxes
 Threshold Amount
 Treasury Management Agreement
 TVA Act
 Type
 12




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##### 



Unfunded Pension Liability
 United
States U.S.
 Voting Stock
 Other Interpretive Provisions.
  include including will shall herein hereof hereunder asset property
 from and including to until to but excluding through to and including
  13




---



##### 



Accounting Terms.
 Generally.
 Changes in GAAP. provided that,
 Times of Day.
    Loans.
 Loan provided, however, Section 2.01, Section 2.03 Section 2.01.
 Borrowings, Conversions and Continuations of Loans.
 Section 2.02(a)
 14




---



##### 



Section 4.02,
    Prepayments.
 Voluntary
Prepayments. provided
 15




---



##### 



Section 3.05.
 Mandatory Prepayments of Loans. Section 2.03(b) Section 2.04(a)(ii) Section 3.05,
 Termination or Reduction of Aggregate Commitments; Availability.
 Termination or Reduction of Aggregate Commitments.
 Optional. provided
 Mandatory. and Commitment
Termination Notice),
 Availability. or provided and or
 16




---



##### 



Repayment of Loans.
  Interest.
 plus plus plus plus
     Commitment Fee.
 Commitment Fee times Article IV
 17




---



##### 



Computation of Interest and Fees.
 provided Section 2.10(a),
 Evidence of Debt.
 Exhibit 2.09 Note
 Payments Generally; Administrative Agents Clawback.
 General.
 Funding by Lenders; Presumption by Administrative Agent. Section 2.02
 18




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##### 



Payments by Borrower: Presumptions by Administrative Agent.
 Failure to Satisfy Conditions Precedent. Article II, Article
IV
 Obligations of Lenders Several. Section 10.04(c) Section 10.04(c) Section 10.04(c).
 Funding
Source. Section 3.06(a),
 Sharing of Payments by Lenders.
 pro rata
 19




---



##### 



provided
      Taxes.
 Payments Free of Taxes. provided
 Payment of Other Taxes by the Borrower.
 Indemnification by the Borrower. Section 3.01 (c),
 20




---



##### 



Section 3.01(c) Section 3.01 (c)
 Evidence of Payments.
 Status of Lenders.
     21




---



##### 



Treatment of Certain Refunds. provided
 Illegality.
  Inability to Determine Rates.
  22




---



##### 



Increased Costs.
 Increased Costs Generally.
  Section 3.01
   Capital Requirements.
 Certificates for Reimbursement. Section 3.04 Section 3.04 Section
3.04 Section 3.04
 23




---



##### 



Compensation for Losses.
    Section
10.13
  Section 3.05,
 Mitigation Obligations; Replacement of Lenders.
 Designation of a Different Lending Office. Section 3.04, Section
3.01, Section 3.02, Section 3.01 3.04, Section 3.02,
 Replacement of Lenders. Section
3.04, Section 3.01, Section 10.13.
 24




---



##### 



Survival.
 Article III
   Conditions to Closing.
  Loan Documents.
 Opinions of Counsel.
 No Material Adverse Change.
 Resolutions, Etc.
 Closing Certificate. Section
4.01(c) (f) Sections 4.02(a), (b) (c)
 Senior Unsecured Debt Rating.
 Fees.
 Attorney Costs.
 25




---



##### 



Conditions to all Loans.
  Article V Section 5.05(d))
    Sections 4.02(a), (b) (c)
    Existence, Qualification and Power.
  Authorization; No Contravention.
  26




---



##### 



Governmental Authorization; Other Consents.
  Binding Effect.
  Financial Statements; No Material Adverse Effect.
   Section 6.01 (a) Section 6.01 (a) (b)
  Litigation.
  27




---



##### 



No Default.
  Ownership of Property; Liens.
  Environmental Compliance.
    Payment of Governmental Charges.
  ERISA Compliance.
   28




---



##### 



Margin Regulations; Investment Company Act; Public Utility Holding Company Act.
 Section 7.01 Section 7.03 Section 8.01 (e)
  Disclosure.
 provided
 29




---



##### 



Compliance with Laws.
     Financial Statements.
    Certificates: Other Information.
  30




---



##### 



Section 6.01 Section 6.02;
    Section 6.01 (a) Section
6.02(b) Schedule 10.02; provided i.e.
 Notices.
   31




---



##### 



Section 6.03(a) (c) Section 6.03(a)
 Payment of Obligations.
  Preservation of Existence, Etc.
   Maintenance of Properties.
  Maintenance of Insurance.
   Compliance with Laws.
  32




---



##### 



Books and Records.
 Section 6.01,
  Inspection Rights.
 provided however,
 Use of Proceeds.
 provided
    Liens.
  Indebtedness.
  33




---



##### 



Fundamental Changes; Subsidiaries.
   Change in Nature of Business.
  Use of Proceeds.
    Events of Default.
  Non-Payment.
 Specific Covenants.
 Section 6.10
 Section 6.02(d), 6.03(a), 6.03(b), 6.05(a), 6.11 Article
 Other Defaults.
 34




---



##### 



Representations and Warranties.
 Cross-Acceleration to Power Resolution.
   Insolvency Proceedings, Etc.
 Inability to Pay Debts; Attachment.
 Judgments.
 ERISA.
 35




---



##### 



Invalidity of Loan Documents.
 Change of Control.
 Debt Ratings.
   Remedies Upon Event of Default.
     provided however,
 36




---



##### 



Application of Funds.
 Section 8.02
 First, Article III)
 Second, Second
 Third, Section
7.02, Third
 Fourth, Section 8.03. Fourth
 Last,
   Appointment and Authority.
  37




---



##### 



Rights and Obligations as a Lender.
   Exculpatory Provisions.
   provided
  Sections 10.01 8.02
  38




---



##### 



Article IV
 Reliance by Administrative Agent.
  Delegation of Duties.
  Resignation of Administrative Agent.
 provided
 39




---



##### 



Section 10.04
 Non-Reliance on Administrative Agent and Other Lenders.
  No Other Duties; Etc.
  Administrative Agent May File Proofs of Claim.
  Sections 2.07 10.04
   40




---



##### 



Sections 2.07 10.04.
    Amendments, Etc
 provided, further
  Section 8.02 Section 4.02
  Section 10.01) provided however
 Section 2.11 Section 8.03
 41




---



##### 



Section 10.01
   provided, however,
 Notices and Other Communications; Facsimile Copies
 Notices Generally
 Schedule
10.02
   Electronic Communications provided Article II provided
 42




---



##### 



provided
 Change of Address, Etc
 Reliance by Administrative Agent and Lenders
 No Waiver; Cumulative Remedies
  Expenses; Indemnity; and Damage Waiver
 Costs and Expenses
 Indemnification by the Borrower Indemnitee
 43




---



##### 



provided
 Reimbursement by Lenders provided Section 2.10(d)
 Waiver
of Consequential Damages, Etc
    Payments
 44




---



##### 



Survival
 Payments Set Aside
  Successors and Assigns
 Successors and Assigns Generally
 Assignments by Lenders provided
 45




---



##### 



Sections 3.01 3.04 3.05 10.04
 Register Register
 Participations Participant provided provided Section 10.01(a)
 46




---



##### 



Sections 3.01 3.04 3.05 Section 10.08 provided Section 2.11
 Limitation on Participant Rights Section 3.01 3.04 Section 3.01 Section 3.01(e)
 Certain Pledges provided
 Electronic Execution of Assignments
 Treatment of Certain Information; Confidentiality
  47




---



##### 



Information provided
 Set-off
 provided
 Interest Rate Limitation
 Maximum Rate
 Counterparts; Integration; Effectiveness
 Section 4.0.1
 48




---



##### 



Survival of Representations and Warranties
  Severability
  Replacement of Lenders
 Section 3.04 Section 3.01 Section 10.06) provided
 Section 10.06(b);
 Section 3.05)
 Section 3.04 Section 3.01
   49




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##### 



Governing Law; Jurisdiction; Etc
 GOVERNING
LAW
 SUBMISSION
TO JURISDICTION
 WAIVER OF VENUE
 SERVICE
OF PROCESS SECTION 10.02
 Waiver of Right to Trial by Jury
  50




---



##### 



USA PATRIOT Act Notice
  Statement of Borrower regarding the Bankruptcy Code of the United States
  TVA Related Provisions
 Exhibit 10.18
  51




---



##### 



BORROWER:
    
    TENNESSEE VALLEY AUTHORITYBy:
    
    /s/ Michael E. RescoeName:
    
    Michael E. RescoeTitle:
    
    Chief Financial Officer and Executive
Vice President, Financial ServicesADMINISTRATIVEAGENT:
    
    BANK OF AMERICA, N.A., as Administrative AgentBy:
    
    /s/ John M. HallName:
    
    John M. HallTitle:
    
    Senior Vice PresidentLENDER:
    
    BANK OF AMERICA, N.A., as a LenderBy:
    
    /s/ John M. HallName:
    
    John M. HallTitle:
    
    Senior Vice President




---



##### 



Lender
    
    Applicable Percentage
    
    CommitmentBank of America, N.A.
    
    
    100.00000000%
    
    
    
    $1,250,000,000Total
    
    
    100.00000000%
    
    
    
    $1,250,000,000




---



##### 








---



##### 



1.
    
    To the Borrower:
 
 2.
    
    To the Administrative Agent:




---



##### 



Exhibit 2.02
  
 To:
    
    Bank of America, N.A., as Administrative Agent
 Re:
    
    Fall Maturity Credit Agreement (as amended, modified and supplemented from time to
time, the Credit Agreement) dated as of May 17, 2006 among Tennessee Valley
Authority, a wholly owned corporate agency and instrumentality of the United States of
America (the Borrower), the Lenders from time to time party thereto and Bank of
America, N.A., as a Lender and as Administrative Agent. Capitalized terms used but not
otherwise defined herein have the meanings provided in the Credit Agreement.
   o
 o
 1.
    
    On  (a Business Day).2.
    
    In the amount of $
.3.
    
    Comprised of .[Type of Loan requested]
 4.
    
    For LIBOR Rate Loans: with an Interest Period of  months.
 Section 2.01 Section 5.02
 TENNESSEE VALLEY AUTHORITYBy:Name:Title:




---



##### 



Exhibit 2.09
   Borrower    Lender Credit Agreement




---



##### 



TENNESSEE VALLEY AUTHORITYBy:Name:Title:




---



##### 



Exhibit 10.07
  Assignment and Assumption Assignor Assignee Credit Agreement
 Assigned Interest
 1.
    
    Assignor:2.
    
    Assignee:[and is an Affiliate/ Approved Fund of [identify Lender]1]3.
    
    Borrower:
    
    Tennessee Valley Authority4.
    
    Agent:
    
    Bank of America, N.A., as the administrative agent5.
    
    Credit Agreement:
    
    Fall Maturity Credit Agreement dated as of May 17, 2006 among Borrower, the
Lenders parties thereto and Bank of America, N.A., as Administrative Agent6.
    
    Assigned Interest:
 Aggregate Amount of
    
    Amount of Commitment/
    
    Percentage Assigned ofCommitment/Loans for all Lenders
    
    Loans Assigned
    
    Commitment/Loans
 
 1




---



##### 



ASSIGNOR[NAME OF ASSIGNOR]By:Name:Title:ASSIGNEE[NAME OF ASSIGNEE]By:Name:Title:
 [Consented to and]2 Accepted:BANK OF AMERICA, N.A. as Administrative AgentBy:Name:Title:[Consented
to:]3[BANK OF AMERICA, N.A., as L/C Issuer]By:Name:Title:TENNESSEE VALLEY AUTHORITYBy:Name:Title:
 
 2
    
    To be added only if the consent of the Administrative Agent is required by the
terms of the Credit Agreement.3
    
    To be added only if the consent of the Borrower and/or other parties (e.g. L/C
Issuer) is required by the terms of the Credit Agreement.




---



##### 



Representations
and Warranties
 Assignor
 Assignee
 Payments
 General
Provisions




---



##### 



Exhibit 10.18