exhibit10-5.htm


    
      

      

    

    
 

     

     Exhibit
      10.5  

    
 

    SECOND
      AMENDMENT

    


    THIS
      SECOND AMENDMENT (this
“Amendment”) dated as of November 2, 2007 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 Fall Maturity
      Credit Agreement dated as of May 17, 2006 (as amended as of November 2, 2006,
      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.  The
      definition of “Maturity Date” in Section 1.01 of the Credit Agreement is amended
      to read as follows:

    


    “Maturity
      Date” means November 10, 2008.

    


    3.           Conditions
      Precedent.  This Amendment shall become effective as of November
      11, 2007 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 Fall 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