ex10-1.htm


    
      

      

    



    Exhibit 10.1

     

    
 

    This
Second Amendment to the Spring Maturity Credit Agreement has been filed to
provide investors with information regarding its terms.  It is not
intended to provide any other factual information about the Tennessee Valley
Authority.  The representations and warranties of the parties in this
Second Amendment to the Spring Maturity Credit Agreement were made to, and
solely for the benefit of, the other parties to this Second Amendment to the
Spring Maturity Credit Agreement.  The assertions embodied in the
representations and warranties may be qualified by information included in
schedules, exhibits, or other materials exchanged by the parties that may modify
or create exceptions to the representations and
warranties.  Accordingly, investors should not rely on the
representations and warranties as characterizations of the actual state of facts
at the time they were made or otherwise.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SECOND
AMENDMENT

    


    THIS SECOND AMENDMENT (this “Amendment”) dated as
of May 9, 2008 to the Credit Agreement referenced below is among TENNESSEE
VALLEY AUTHORITY, a wholly owned corporate agency and instrumentality of the
United States of America (the “Borrower”), the
Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as a
Lender and as Administrative Agent.

    


    W I T N E
S S E T H

    


    WHEREAS, pursuant to the Spring
Maturity Credit Agreement dated as of May 17, 2006 (as amended as of May 11,
2007, and as further amended, modified and supplemented from time to time, the
“Credit
Agreement”) among the Borrower, the Lenders identified therein and the
Administrative Agent, the Lenders agreed to make extensions of credit to the
Borrower; and

    


    WHEREAS, the Borrower has requested
certain modifications to the Credit Agreement and the Lenders have agreed to the
requested modifications on the terms and conditions set forth
herein.

    


    NOW, THEREFORE, IN CONSIDERATION of the
premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:

    


    1.           Defined
Terms.  Capitalized terms used herein but not otherwise defined
herein shall have the meanings provided to such terms in the Credit
Agreement.

    


    2.           Amendments.

    


    (a)           The
definition of “Maturity Date” in Section 1.01 of the Credit Agreement is amended
to read as follows:

    


    “Maturity Date” means
May 13, 2009.

    


    (b)           The
definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is
amended to read as follows:

    


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

    


    The
Applicable Rate shall be determined by the Administrative Agent based on the
lower of the S&P Debt Rating and Moody’s Debt Rating then in
effect.  Each change in the Applicable Rate shall be effective on and
as of the date of such change and shall be applicable to all existing Loans and
to any new Loans made on and after the date thereof.

    


    Notwithstanding
the foregoing, at any time that either the Moody’s Debt Rating is lower than Aa3
or the S&P
Debt Rating is lower than AA-, the Applicable Rate shall be increased to (a)
with respect to the LIBOR Rate Loans, two and one-half percent (2.50%), (b) with
respect to Base Rate Loans, one-half of one percent (0.50%), and (c) with
respect to the Commitment Fee, one-half of one percent (0.50%).


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    3.           Conditions
Precedent.  This Amendment shall become effective as of May 14,
2008 upon satisfaction of each of the following conditions
precedent:

    


    (a)           receipt
by the Administrative Agent of counterparts of this Amendment executed by the
Borrower and the Lenders; and

    


    (b)           receipt
by the Administrative Agent of resolutions of the Borrower evidencing the
authority of the Borrower to enter into this Amendment certified by the
Secretary or by an Assistant Secretary of the Borrower to be true and correct as
of the date hereof.

    


    4.           No Other
Changes.  Except as expressly modified hereby, all of the terms
and provisions of the Loan Documents shall remain in full force and
effect.

    


    5.           Reaffirmation of
Representations and Warranties.  The Borrower represents and
warrants that each representation and warranty set forth in the Loan Documents
is true and correct in all material respects as of the date hereof (except those
that expressly relate to an earlier period).

    


    6.           Counterparts.  This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original and it shall not be necessary
in making proof of this Amendment to produce or account for more than one such
counterpart.

    


    7.           Governing
Law.  Except for those sections that specifically reference a
federal statute or regulation, this Amendment shall be deemed to be a contract
made under, and for all purposes shall be construed in accordance with, the laws
of the State of Tennessee.
The foregoing notwithstanding, to the extent the following defenses would
be available to the Borrower under federal law, then such defenses shall be
available to the Borrower in connection with this Amendment: (i) non-liability
for punitive damages, (ii) exemption from anti-trust laws, (iii) the Borrower
cannot be contractually bound by representation of an employee made without
actual authority, (iv) presumption that government officials have acted in good
faith and (v) limitation on the application of the doctrine of equitable
estoppel to the government.  For the avoidance of doubt, the Credit
Agreement, as amended by this Amendment, shall continue to be governed by
Section 10.14 Governing Law: Jurisdiction:
Etc. and not by Section 7, Governing Law, of
this Amendment.

    


    [Signature
Page Follows]


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each of the parties
hereto has caused a counterpart of this Second Amendment to Spring Maturity
Credit Agreement to be duly executed and delivered as of the date first above
written.

    


    BORROWER:                                           TENNESSEE
VALLEY AUTHORITY

    


    By:        /s/
John M.
Hoskins                                              

    Name:    
John M. Hoskins

    Title:     
 Senior Vice President and Treasurer

    


    ADMINISTRATIVE

    AGENT:                                BANK
OF AMERICA, N.A., as Administrative Agent

    


    By:         
/s/  John M.
Hall                            

    Name:      
   John M. Hall

    Title:            Senior
Vice President

    


    LENDER:                                BANK
OF AMERICA, N.A., as a Lender

    


    By:       
/s/  John M.
Hall                                                                                             

    Name:          John
M. Hall

    Title:            Senior
Vice President