REVOLVING 364 DAYS CREDIT AGREEMENT




		

REVOLVING CREDIT AGREEMENT



dated as of



March 16, 2007



among



NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION,



THE BANKS LISTED HEREIN,



ABN AMRO BANK N.V.,



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



and



THE ROYAL BANK OF SCOTLAND PLC

as Co-Documentation Agents,





JPMORGAN CHASE BANK, N.A.,

as Administrative Agent



and



THE BANK OF NOVA SCOTIA,

as Syndication Agent





_________________

THE BANK OF NOVA SCOTIA



and



J.P. MORGAN SECURITIES, INC.,

as Co-Lead Arrangers and Joint Bookrunners

			
	


	
			
			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
	14
	Section 2.03.	
		Money Market Borrowings

				15
	Section 2.04.	
		Notice to Banks; Funding of Loans

				19
	Section 2.05.	
		Notes

				20
	Section 2.06.	
		Maturity of Loans
	20
	Section 2.07.	
		Interest Rates

				20
	Section 2.08.	
		Method of Electing Interest Rates

				22
	Section 2.09.	
		Fees

				24
	Section 2.10.	
		Optional Termination or Reduction of Commitments

				25
	Section 2.11.	
		Mandatory Termination of Commitments

				25
	Section 2.12.	
		Optional Prepayments

				25
	Section 2.13.	
		General Provisions as to Payments

				25
	Section 2.14.	
		Funding Losses

				26
	Section 2.15.	
		Computation of Interest and Fees

				26
	Section 2.16.	
		Withholding Tax Exemption
	27
	Section 2.17.	Increase of Commitments	27
	   
	
ARTICLE 3

	
			CONDITIONS

	    
	Section 3.01.	
			Effectiveness
	28
	Section 3.02.	
			Prior Credit Agreements
	29
	Section 3.03.	
			Borrowings
	30
	    
	ARTICLE 4
	
			REPRESENTATIONS AND WARRANTIES

	    
	Section 4.01. 	
			Corporate Existence, Power and Authority
	31
	Section 4.02.	
			Financial Statements
	31
	Section 4.03.	
			Litigation
	32
	Section 4.04.	
			Governmental Authorizations
	33
	Section 4.05.	
			Members' Subordinated Certificates
	33
	Section 4.06.	
			No Violation of Agreements
	33
	   
	
			i

	


	Section 4.07.	
			No Event of Default under the Indentures
	33
	Section 4.08.	
			Compliance with ERISA
	34
	Section 4.09.	
			Compliance with Other Laws
	34
	Section 4.10.	
			Tax Status
	34
	Section 4.11.	
			Investment Company Act
	34
	Section 4.12.	
			Disclosure
	34
	Section 4.13.	
			Subsidiaries
	35
	Section 4.14.	
			Environmental Matters
	35
	   
	
			ARTICLE 5

	
COVENANTS

	   
	
			Section 5.01. 
	
			Corporate Existence
	35
	
			Section 5.02. 
	
			Disposition of Assets, Merger, Character of
		Business, etc
	36
	
			Section 5.03. 
	
			Financial Information
	36
	
			Section 5.04. 
	
			Default Certificates
	38
	
			Section 5.05.
	
			Notice of Litigation, Legislative Developments and
		Defaults
	39
	
			Section 5.06. 
	
			ERISA
	39
	
			Section 5.07. 
	
			Payment of Charges
	39
	
			Section 5.08. 
	
			Inspection of Books and Assets
	40
	
			Section 5.09. 
	
			Indebtedness
	40
	
			Section 5.10. 
	
			Liens
	41
	
			Section 5.11. 
	
			Maintenance of Insurance
	42
	
			Section 5.12. 
	
			Subsidiaries and Joint Ventures
	42
	
			Section 5.13. 
	
			Minimum TIER
	43
	
			Section 5.14. 
	
			Retirement of Patronage Capital
	43
	
			Section 5.15. 
	
			Use of Proceeds
	43
	   
	ARTICLE 6
	
			DEFAULTS

	   
	Section 6.01.	
			Events of Defaults
	44
	Section 6.02.	Notice of Default	46
	     
	ARTICLE 7
	
			THE ADMINISTRATIVE AGENT

	   
	Section 7.01.	
			Appointment and Authorization
	46
	Section 7.02.	
			Administrative Agent and Affiliates
	46
	Section 7.03.	
			Action by Administrative Agent
	46
	Section 7.04.	
			Consultation with Experts
	46
	Section 7.05.	
			Liability of Administrative Agent
	47
	Section 7.06.	
			Indemnification
	47
	Section 7.07.	
			Credit Decision
	47
	Section 7.08.	
			Successor Administrative Agent
	47
	Section 7.09.	
			Co-Documentation Agents and Syndication Agent Not
		Liable
	48
	   
	
			ii

	


	
			ARTICLE 8

	
			CHANGE IN CIRCUMSTANCES

	   
	Section 8.01. 	
			Basis for Determining Interest Rate Inadequate or
		Unfair
	48
	Section 8.02.	
			Illegality
	49
	Section 8.03.	
			Increased Cost and Reduced Return
	49
	Section 8.04.	
			Base Rate Loans Substituted for Affected Euro-Dollar
		Loans
	51
	   
	
ARTICLE 9

			
	
			MISCELLANEOUS

	   
	Section 9.01. 	
			Notices
	51
	Section 9.02. 	
			No Waivers
	52
	Section 9.03. 	
			Expenses; Documentary Taxes; Indemnification
	52
	Section 9.04. 	
			Sharing of Set-offs
	53
	Section 9.05. 	
			Amendments and Waivers
	53
	Section 9.06. 	
			Successors and Assigns
	54
	Section 9.07. 	
			Collateral
	55
	Section 9.08. 	
			Governing Law
	55
	Section 9.09. 	
			Counterparts; Integration
	56
	Section 9.10. 	
			Several Obligations
	56
	Section 9.11. 	
			Severability
	56
	Section 9.12. 	
			Confidentiality
	56
	Section 9.13. 	
			WAIVER OF JURY TRIAL
	57
	Section 9.14. 	
			USA Patriot Act
	57
	   
	
			iii

	


	

			Schedules
	   
	
Agent Schedule

	
Commitment Schedule

			
	
Pricing Schedule

			
	
Schedule 5.03(a)                             Non-GAAP Subsidiaries

	   
	   
	
				
				Exhibits

				
	    
	
			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                      
			-                Assignment and Assumption Agreement

	   
	
			iv









		
			

			REVOLVING CREDIT AGREEMENT

	   
	
          REVOLVING CREDIT AGREEMENT dated as of March 16, 2007, 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, ABN AMRO BANK N.V.,
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH and THE ROYAL BANK OF
SCOTLAND PLC, as Co-Documentation Agents, THE BANK OF NOVA SCOTIA, as
Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

          The parties hereto agree as follows:

ARTICLE 1

DEFENITIONS

          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 JPMorgan Chase Bank, N.A., 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 1/2
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 ABN AMRO Bank N.V., The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
New York Branch and The Royal Bank of Scotland plc, 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.

2


           "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 14, 2008 or, if 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).

           "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.

			3


           "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, N.A.

			4


           "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 JPMorgan Chase Bank, N.A. 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

			5


			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, the 1994 Indenture or any other Indenture that
provides for borrowing on terms not materially more disadvantageous to the
Borrower's unsecured creditors than the borrowings under the 1972 Indenture or
the 1994 Indenture, and "Indentures" means all such Indentures.

			6


           "Interest
Expense" means, for any period, the line item "interest expense" 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.

           "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 Maturity Date shall, with respect to such Euro-Dollar Loan, end on
such Maturity 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 Base Rate Loan included in such Borrowing which would otherwise
end after the Maturity Date shall, with respect to such Base Rate Loan, end on
such Maturity 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;

			7


           (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.

			8


           "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, (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" has the meaning set forth in Section 2.03(d).

           "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.

			9


           "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 Income"
means, for any period, the sum of (i) the line item "net income" 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.

           "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).

           "Participant"
has the meaning set forth in Section 9.06(b).

           "Patronage
Capital Certificates" means those certificates that evidence the portion of
Net Income allocated by the Borrower among its Members in accordance with
applicable cooperative principles.

           "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

			10


			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 JPMorgan Chase Bank, N.A. in
New York City from time to time as its Prime Rate.

           "Prior Credit
Agreements" means (i) the Revolving Five Year Credit Agreement, dated as of
March 23, 2005, among the Borrower, the banks named therein, The Bank of Nova
Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and ABN Amro
Bank, N.V., as Co-Documentation Agents, Bank of America, N.A., as Syndication
Agent, and JPMorgan Chase Bank, N.A., as Administrative Agent and (ii) the
364-Day Revolving Credit Agreement dated as of March 22, 2006, among the
Borrower, the banks named therein, ABN Amro Bank, N.V., The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and The Royal Bank of Scotland plc,
as Co-Documentation Agents, The Bank of Nova Scotia, as Syndication Agent, and
JP Morgan Chase Bank, N.A., as Administrative Agent, 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) 7.40% Quarterly Income Capital
Securities (Subordinated Deferrable Interest Debentures Due 2050), (iii) 6.10%
Subordinated Deferrable Interest Notes Due 2044, (iv) 5.95% Subordinated
Deferrable Interest Notes Due 2045, and (v) any other Indebtedness of the
Borrower having substantially similar terms as to subordination as those
contained in the instruments and documents relating to the foregoing
Indebtedness or that would be junior to any of the foregoing; provided
that such Indebtedness (a) will not mature prior to the Maturity Date and (b)
does not require payments of principal prior to the Maturity Date, except
pursuant to acceleration or at the option of the Borrower.

           "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.

			11


           "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.

           "Securities
and Exchange Commission" means the Securities and Exchange Commission or any
other governmental authority succeeding to any or all of the functions of the
Securities and Exchange Commission. 

           "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.

12


           "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 The Bank of Nova Scotia, 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 Income plus Interest Expense
plus Derivative Cash Settlements to (y) Interest Expense 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% of the
principal amount then outstanding. 

			13


          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 "Revolving
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 Revolving 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.

          
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 

			14

			

			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 Section 2.01, 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

	

			15


			(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

			
		
	

			16


			(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 

			17


			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.

			18


          
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 

			19

			

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. 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 

20


			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

			21


			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;

	

			22


			           
		(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 

			23


			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 0.050% 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 0.100% 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.

			24


           (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.

          
Section 2.12. Optional Prepayments. (a) Subject in the case of
Euro-Dollar Loans to Section 2.14, the Borrower may (i) 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 (ii) 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. 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 Section 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 

			25


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

26


			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 (including by way of
creating new Commitments), on or after the Effective Date, does not exceed
$250,000,000. 

           (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

			27


			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 one or more
			institutions 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 

			28


			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.


			29


           (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 March 21, 2007;

           (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 4.12 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 any 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 any 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.

			30


           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 consolidated balance sheets
of the Borrower and its Consolidated Subsidiaries as at May 31, 2006 and the
related consolidated statements of operations, changes in equity and cash flows
for the fiscal year ended May 31, 2006, including the related notes, accompanied
by the opinion and report thereon of Deloitte & Touche LLP, independent public
accountants, heretofore delivered to the Banks, present fairly in all material
respects in accordance with generally accepted accounting principles (i) the
consolidated financial position of the Borrower and its Consolidated
Subsidiaries as at the date of said balance sheets and (ii) the consolidated
results of the

			31



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 annual opinion and report of Deloitte
& Touche LLP may be replaced by an opinion and report of another nationally
recognized firm of independent 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, 2006 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, 2006 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.

32


          
Section 4.04. 
Governmental Authorizations. No material 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 material 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 material
provision of law, statute, rule or regulation to which the Borrower is subject
or any material 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 material terms, covenants, conditions or provisions of, or
constitute (or with the giving of notice or lapse of time, or both, would
constitute) a material 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 material 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

			33


			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, any 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. 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,

			34



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 4.13. 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 4.14. 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

35



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 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 the earlier of (i) two
		Domestic Business Days after filing with the Securities and Exchange
		Commission and (ii) 120 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
		Deloitte & Touche LLP or other independent public accountants of
		nationally 

	

36


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 ten
				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 or Consolidated Subsidiary Member as
				of the end of such fiscal period, and 

			
		
	

			37


			          
				(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, 
				provided that if such amount has previously been disclosed
				by the Borrower in its regular or periodical reports filed with,
				or furnished to, the Securities and Exchange Commission, then
				the certificate need only reference such report and the section
				of such report in which such information may be found;

			
		
		           (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; 

		           (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.

			38



          
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 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 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 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), provided that if any matter described in clauses (i)
through (iv) of this Section has previously been disclosed by the Borrower in
its regular or periodical reports filed with, or furnished to, the Securities
and Exchange Commission, then no additional written notice shall be required
under this Section.


          
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

			39


			
governmental charges or levies imposed upon or
against it or its property or assets, prior to the date on which material
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 (i) 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 (ii), (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 ending on the last day of
each fiscal quarter 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 fiscal
quarter-end 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" 

			40


			
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
Consolidated 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 any Indenture, (ii) on any such Indebtedness granted by
the Borrower or its Consolidated Subsidiary 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 or
loans to borrowers borrowing from National Cooperative Services Corporation or
Rural Telephone Finance Cooperative, 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 any 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); 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

			41


			
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, (vii) REDLG
Program Liens securing REDLG Obligations with respect to government Guarantees
of Indebtedness of the Borrower in an aggregate principal or face amount not to
exceed $3,000,000,000 at any one time outstanding, and (viii) on any such
Indebtedness granted by the Borrower to secure any borrowings, which 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 any 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); provided that Liens incurred in reliance on
this subsection (viii) shall not secure amounts exceeding $500,000,000 in the
aggregate 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 (a) the sum of (i) the amount of
Indebtedness owing to the Borrower by all of its Subsidiaries and Joint Ventures
plus (ii) 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 (iii) any capital contributions by the Borrower to such Subsidiaries and
Joint Ventures (the amounts referred to in paragraphs (i) through (iii), the "Investments")
plus (iv) 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 (b) 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, 2006 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, 2006
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 

			42


			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 shall not permit, as of the last day of each fiscal quarter, the
average of the TIERs for the six (6) immediately preceding fiscal quarters
(including the fiscal quarter ending on such date) 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.

			
43


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 5.01, 5.02, 5.09, 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 5.04, 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 

			44

			

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 

45


			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 Section 6.01(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.
JPMorgan Chase Bank, N.A. 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 JPMorgan Chase Bank, N.A.
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.

			46


          
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, loss, damages 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 

			47


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 

48


			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 

	

			49


			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 (including, without limitation, any such adoption or change the effect of
which would be, for purposes of capital adequacy requirements, to treat the
Commitments hereunder as not constituting commitments with an original maturity
of one year or less), 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

			50


			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

			51


			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 (i) 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 (ii) 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,
claims, demands and 

			52


			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.
Except as provided by Section 2.17, 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
(other than in connection with any increase in Commitments pursuant to Section
2.17) 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

			53


			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 H 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 of the Borrower shall be required; and provided further
that such assignment may, but need not, include the rights of the transferor 

			54


				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, 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.
(a) This Agreement and each Note shall be governed by and construed in accordance
with the laws of the State of New York.

           
(b)  The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of 

			55


			the parties
hereto agrees, to the fullest extent permitted by law, that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent
or any Bank may otherwise have to bring any action or proceeding relating to
this Agreement against the Borrower or its properties in the courts of any
jurisdiction. 

           
(c)  The Borrower hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any court referred to in paragraph (b)
of this Section. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

           
(d)  Each party to this Agreement irrevocably consents to service of process in
the manner provided for notices in Section 9.01. Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other
manner permitted by law. 

          
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 

			56


			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 by such
Person. 

          
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. 




[remainder of page intentionally left blank]


			57

























































	




	
		
				

					          IN WITNESS WHEREOF, the parties 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
	  	   



			 	JPMORGAN CHASE BANK, N.A., as      Administrative Agent
	  	  	  
	
				 By:
	
	/s/ Thomas Casey                                         
	
	 	Name: 	Thomas Casey
	 	Title:	Vice President
	 	 	 
	


	 	THE BANK OF NOVA SCOTIA
	  	  	  
	
				 By:
	
	/s/ Thane Rattew                                          
	
	 	Name: 	Thane Rattew
	 	Title:	Managing Director
	  	  	  
	


	 	 
	 	 	 
	
				 By:
	
	/s/ D. Jermaine Johnson                                
	
	 	Name: 	D. Jermaine Johnson
	 	Title:	Vice President
	 	 	 
	


	 	ABN AMRO BANK N.V.
	 	 	 
	
				By:
	
	/s/ Neil R. Stein                                            
	 	Name: 	Neil R. Stein
	 	Title:	Director
	 	 	 
	 	 	 
	
				By:
	
	/s/ Michael DeMarco                                    
	 	Name: 	Michael DeMarco
	 	Title:	Vice President
	 	 	 
	


	 	THE BANK OF
				TOKYO-MITSUBISHI

				     UFJ, LTD, NEW YORK BRANCH
	 	 	 
	
				By:
	
	/s/ Nicholas R. Battista                                
	
	 	Name: 	Nicholas R. Battista
	 	Title:	Authorized Signatory
	 	 	 
	


	 	THE ROYAL BANK OF
				SCOTLAND

				     PLC, as Co-Documentation Agent
	 	 	 
	
				By:
	
	/s/ Emily Freedman                                      
	
	 	Name: 	Emily Freedman
	 	Title:	Vice President
	 	 	 
	


	 	DEUTSCHE BANK AG NEW
				YORK

				     BRANCH
	 	 	 
	
				By:
	
	/s/ Marcus Tarkington                                  
	
	 	Name: 	Marcus Tarkington
	 	Title:	Director
	 	 	 
	 	 	 
	 	 
	
				By:
	
	/s/ Rainer Meier                                          
	
	 	Name: 	Rainer Meier
	 	Title:	Vice President
	 	 	 
	


	 	UBS LOAN FINANCE LLC
	 	 	 
	
				By:
	
	/s/ Richard L. Tavrow                                 
	
	 	Name: 	Richard L. Tavrow
	 	Title:	Director
	 	 	 
	 	 	 
	
				By:
	
	/s/ Irja R. Otsa                                             
	
	 	Name: 	Irja R. Otsa
	 	Title:	Associate Director
	 	 	 
	


	 	 	 
	
				By:
	
	/s/ Patricia Koo                      
	#14265        
	
	 	Name: 	Patricia Koo
	 	Title:	Vice President
	


	 	 	 
	 	LEHMAN BROTHERS BANK,
				FSB
	 	 	 
	
				By:
	
	/s/ Gary T. Taylor                                        
	
	 	Name: 	Gary T. Taylor
	 	Title:	Senior Vice President
	


	 	 
	 	MERRILL LYNCH BANK USA
	 	 	 
	
				By:
	
	/s/ Louis Alder                                             
	
	 	Name: 	Louis Alder
	 	Title:	Director
	


	 	 	 
	 	MIZUHO CORPORATE BANK,
				LTD.
	 	 	 
	
				By:
	
	/s/  Raymond Ventura                                   
	
	 	Name: 	Raymond Ventura
	 	Title:	Deputy General Manager
	


	 	 	 
	 	KEYBANK NATIONAL

				     ASSOCIATION
	 	 	 
	
				By:
	
	/s/ Sherrie I. Manson                                   
	
	 	Name: 	Sherrie I. Manson
	 	Title:	Sr. Vice President
	


	 	 	 
	 	U.S. BANK, N.A.
	 	 	 
	
				By:
	
	/s/ Eric J. Cosgrove                                     
	
	 	Name: 	Eric J. Cosgrove
	 	Title:	Assistant Vice President
	


	 	 	 
	
				By:
	
	/s/ Brett Delfino                                           
	
	 	Name: 	Brett Delfino
	 	Title:	Executive Director
	 	 	 
	 	 	 
	
				By:
	
	/s/ Lara Graff                                               
	
	 	Name: 	Lara Graff
	 	Title:	Executive Director
	


	 	 	 
	 	BAYERISCHE LANDESBANK

				Acting through its New York Branch
	 	 	 
	
				By:
	
	/s/ Francis X. Doyle                                    
	
	 	Name: 	Francis X. Doyle
	 	Title:	Vice President
	 	 	 
	 	 	 
	
				By:
	
	/s/ Annette Schmidt                                      
	
	 	Name: 	Annette Schmidt
	 	Title:	First Vice President
	


	 	 	 
	 	BANCO BILBAO VIZCAYA

				     ARGENTARIA S.A. (BBVA)
	 	 	 
	
				By:
	
	/s/ Maite Vizan                                            
	
	 	Name: 	Maite Vizan
	 	Title:	Vice President
	 	 	 
	 	 	 
	
				By:
	
	/s/ John Martini                                            
	
	 	Name: 	John Martini
	 	Title:	Vice President
	


	 	 	 
	 	SUNTRUST BANK
	 	 	 
	
				By:
	
	/s/  Peter Panos                                            
	
	 	Name: 	Peter Panos
	 	Title:	Vice President
	


	 	 	 
	
				By:
	
	/s/ Sarah R. West                                         
	
	 	Name: 	Sarah R. West
	 	Title:	Assistant Vice President


	



	




					AGENT SCHEDULE

					

						Institution	Title
	 	 
	
							JPMorgan Chase Bank, N.A.
	Administrative Agent
	 	 
	
							The Bank of Nova Scotia
	Syndication Agent
	 	 
	
							ABN AMRO Bank N.V.
	Co-Documentation Agent
	 	 
	
							The Bank of Tokyo-Mitsubishi UFJ, Ltd., New 
     York Branch

								Co-Documentation Agent
	 	 
	
							The Royal Bank of Scotland plc
	Co-Documentation Agent
	 
	Ex. A-1



						COMMITMENT SCHEDULE

						
								Institution	
									Commitment

	JPMorgan Chase Bank, N.A.	
									$80,562,500

											
										
									
	The Bank of Nova Scotia	
									$80,562,500

	ABN AMRO Bank N.V.	
									$75,000,000

											
										
									
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.	
									$73,375,000

											
										
									
	The Royal Bank of Scotland plc	
									$80,125,000

	Deutsche Bank AG, New York Branch	
									$78,500,000

	UBS Loan Finance LLC	
									$78,500,000

	HSBC Bank USA, National Association	
									$77,500,000

	Lehman Brothers Bank, FSB	
									$76,000,000

	Merrill Lynch Bank USA	
									$75,375,000

	Mizuho Corporate Bank, Ltd.	
									$62,500,000

	KeyBank National Association	
									$47,875,000

	U.S. Bank National Association	
									$42,500,000

	Rabobank International, New York Branch	
									$40,000,000

	Bayerische Landesbank New York Branch	
									$37,500,000

	Banco Bilbao Vizcaya Argentaria,
									S.A.	
									$37,500,000

	SunTrust Bank	
									$37,500,000

	Comerica Bank	
									$24,375,000

	PNC Bank, National Association	
									$19,750,000

		
									$1,125,000,000

	   
	
									Ex. A-2





							PRICING SCHEDULE

							
									
										          
		The "LIBOR 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
	
										
										Level VII

	
										LIBOR Margin:	
										
										0.145%
	
										
										0.160%
	
										
										0.200%
	
										
										0.240%
	
										
										0.330%
	
										
										0.410%
	
										
										0.625%

	
										Facility Fee Rate:	
										
										0.030%
	
										
										0.040%
	
										
										0.050%
	
										
										0.060%
	
										
										0.070%
	
										
										0.090%
	
										
										0.125%

	  
										
	
										           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 A2 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 A- or higher by S&P or A3 or higher by Moody's
or A- 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 Baa1 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, (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 V Status does not exist. 

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

										
	  
										
	
										Ex. A-3

	

										




							
									
										           "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, Level VI or Level VII 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 the 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/Baa1/BBB results in Level V Status). 

	    
	
										Ex. A-4

	

										

	
										SCHEDULE 5.03(a)

										
										NON-GAAP SUBSIDIARIES

										a.  Denton Realty Holdings, LLC, organized in the State of Delaware.
		Borrower owns 100% of the membership interests.

												b.  Denton Realty Investors, LLC, organized in the State of Delaware.
		Borrower owns 100% of the membership interests.

												c.  Denton Realty Partners, LP, organized in the State of Delaware.
		Denton Realty Holdings, LLC is the general partner and owns 0.5% of the
		partnership interests, and Denton Realty Investors, LLC is the limited
		partner and owns 99.5% of the partnership interests.

												d.  Beechwood Real Estate Properties, LLC, organized in the State of
		Delaware. Borrower owns 100% of the membership interests.

												e.  Beechwood Real Estate Holdings, LLC, organized in the State of
		Delaware. Borrower owns 100% of the membership interests.

												f.  Beechwood Real Estate, LP, organized in the State of Delaware.
		Beechwood Real Estate Properties, LLC is the general partner and owns
		0.5% of the partnership interests, and Beechwood Real Estate Holdings,
		LLC is the limited partner and owns 99.5% of the partnership interests.

												g.  CRH Golf GP, LLC, organized in the State of Texas. Beechwood Real
		Estate, LP owns 100% of the membership interests.

												h.  CRH Hospitality GP, LLC, organized in the State of Texas. Beechwood
		Real Estate, LP owns 100% of the membership interests.

												i.  CRH Golf, L.P., organized in the State of Texas. CRH Golf GP, LLC is
		the general partner and owns 1% of the partnership interests, and
		Beechwood Real Estate, LP is the limited partner and owns 99% of the
		partnership interests.

												j.  CRH Hospitality, L.P., organized in the State of Texas. CRH
		Hospitality GP, LLC, is the general partner and owns 1% of the
		partnership interests, and Beechwood Real Estate, LP is the limited
		partner and owns 99% of the partnership interests.

												k.  CFC Advantage, LLC, organized in the State of Delaware. Borrower owns
		100% of the membership interests. 

											
										
	   
	
										Ex. A-5

	

										

	
										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 Maturity Date with respect 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
JPMorgan Chase Bank, N.A., 270 Park Avenue, 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 16, 2007, among the Borrower, the Banks listed on the signature pages
thereof, ABN AMRO Bank N.V., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch and The Royal Bank of Scotland plc, as Co-Documentation Agents, The Bank
of Nova Scotia, as Syndication Agent, and JPMorgan Chase Bank, N.A., 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:	 
	  
										
	  
										
	
										Ex. A-1





								Note (cont'd)

LOANS AND PAYMENTS OF PRINCIPAL

								

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

	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Ex. A-2




									
											
												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
	  
												
	  
												
	
												Ex. B-1




											
													
														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
	
													Dated: _________
	
													RUS Loan No ___________________

	 
													
	 
														
													  

	
													Ex. B-2




												
													
															
																EXHIBIT C

																
	  
																
	
																FORM OF MONEY MARKET QUOTE REQUEST

																

																[Date]

																To:            JPMorgan Chase Bank, N.A. (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 16, 2007, among the
					Borrower, the Banks listed on the signature pages thereof,
					ABN AMRO Bank N.V., The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
					New York Branch and The Royal Bank of Scotland plc, as
					Co-Documentation Agents, The Bank of Nova Scotia, as
					Syndication Agent, and JPMorgan Chase Bank, N.A., as
					Administrative Agent (the "Revolving Credit Agreement")

																           We hereby give
notice pursuant to Section 2.03 of the Revolving Credit Agreement that we
request Money Market Quotes for the following proposed Money Market
Borrowing(s):

																Date of Borrowing: __________________

																
																		Principal Amount1
																		                                             Interest Period2

																	
																
																$

																           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. 

	 
	 
															
	
															Ex. C-1





													
														
																
																	EXHIBIT D

																	
	  
																	
	
																	FORM OF INVITATION FOR MONEY MARKET QUOTES

																	
	  
																	
	
																	[Date]

																	To:        [Name of Bank]

																	         Pursuant to Section 2.03 of the 364-Day Revolving Credit Agreement dated as
of March 16, 2007, among the Borrower, the Banks listed on the signature pages
thereof, ABN AMRO Bank N.V., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch and The Royal Bank of Scotland plc, as Co-Documentation Agents, The Bank
of Nova Scotia, as Syndication Agent, and JPMorgan Chase Bank, N.A., as
Administrative Agent (the "Revolving Credit Agreements
thereof, ABN AMRO Bank N.V., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch and The Royal Bank of Scotland plc, as Co-Documentation Agents, The Bank
of Nova Scotia, as Syndication Agent, and JPMorgan Chase Bank, N.A., as
Administrative Agent (the "Revolving Credit Agreement"):

																	
																	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].

																	
																	
	   
																	




													
													
														


																	 	JPMORGAN CHASE BANK, N.A.



																	 	 
																



																	
																 By:
	
																___________________________________



																	 	Name:
																	 
	 


																	Title:	Authorized Officer
	  
																
	 
	 
	 
	 
																
	
																Ex. D-1





														
															
																	
																		EXHIBIT E

																		
																		
	  
																		
	
																		FORM OF MONEY MARKET QUOTE

																		
																		
	  
																		
	
																		[Date]

																		JPMorgan Chase Bank, N.A.,
     as Administrative Agent
1111 Fannin St., 10th Floor
Houston, Texas 77002

																		
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%).

	  
																	
	
																	Ex. E-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 16, 2007, among the Borrower, the Banks
listed on the signature pages thereof, ABN AMRO Bank N.V., The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch and The Royal Bank of Scotland plc,
as Co-Documentation Agents, The Bank of Nova Scotia, as Syndication Agent, and
JPMorgan Chase Bank, N.A., as Administrative Agent.

	 
																			 
																		
	 	Very truly yours,
	 	 
	 	[NAME OF BANK]



																			 	 
																		



																			
																		 By:
	
																		___________________________________



																			 	Name:
																			 
	 


																			Title:	Authorized Officer
	  
																		
	
																		Dated: ____________

	  
																		
	 
																		
	 
																		
	
																		Ex. E-2




															

																
																	
																	
																			
																				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 16, 2007, among the
Borrower, the Banks listed on the signature pages thereof, ABN AMRO Bank N.V.,
The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and The Royal Bank of
Scotland plc, as Co-Documentation Agents, The Bank of Nova Scotia, as
Syndication Agent, and JPMorgan Chase Bank, N.A., 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
Section 3.01(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. This opinion is
limited to the laws of the District of Columbia.

																				           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.


	   
	
																				Ex. F-1

	


	
																				          
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. Without limiting the foregoing opinion, I would like to
draw your attention to the legal actions described in Annex A.

																				          
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 or its property or assets is bound. 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 material provision of law, statute,
rule or regulation to which the Borrower is subject or any material judgment,
decree, award, franchise, order or permit applicable to the Borrower, or will
conflict or be inconsistent with, or will result in any material breach of, any
of the material 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
any Indenture) and no event, act or condition (except for

	   
	
																				Ex. F-2

	

																				

	
																				possible
non-compliance by the Borrower with any immaterial provisions 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, any Indenture.

																				          
7. Set forth on Annex B attached hereto is a true, correct and complete list
of all of the Borrower's Subsidiaries and Joint Ventures, including Special
Purpose Subsidiaries, 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 my
attention that leads me to believe that the Borrower is not so exempt.

																				           Although the
parties have agreed that the Agreement and Notes shall be governed by and
construed in accordance with the laws of the State of New York, if a court were
to hold that the Agreement and Notes are to be governed and construed in
accordance with the laws of the District of Columbia, the Agreement and Notes
would, under the laws of the District of Columbia, be legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
their respective terms, subject as to enforceability only to those
qualifications referenced in Paragraph 1 above.

	   
	
																				Ex. F-3

	

																				

	
																				ANNEX A

																				Beginning on June 1, 2004, Rural Telephone Finance
Cooperative ("RTFC") filed a series of lawsuits against Innovative Communication
Corporation ("ICC"), Jeffrey Prosser ("Prosser") and others for failure to
comply with the terms of ICC's loan agreement with RTFC (hereinafter, the "RTFC
Lawsuits"). In response to the RTFC Lawsuits, ICC and Prosser denied liability
and asserted claims against RTFC, CFC and certain of RTFC's officers. As part of
a settlement agreement, RTFC obtained entry of judgments against ICC for
approximately $525 million and Prosser for approximately $100 million. RTFC also
obtained dismissals with prejudice of all counterclaims, affirmative defenses
and other lawsuits alleging wrongful acts by RTFC, certain of its officers, and
CFC. Various parties also reached agreement for ICC to satisfy the RTFC
judgments in the third quarter of calendar year 2006, subject to certain terms
and conditions, however, on July 31, 2006, certain of the parties entitled to
satisfy the RTFC judgments under the agreement filed voluntary bankruptcy
proceedings, as described below, in order to obtain additional time to satisfy
the judgments. 

																				On July 31, 2006, ICC's immediate parent, Emerging
Communication, Inc. ("Emcom"), Emcom's parent, Innovative Communication Company
LLC ("ICC-LLC"), and Prosser each filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code. All three cases are currently
pending before the United States District Court for the Virgin Islands, Division
of St. Thomas and St. John, Bankruptcy Division. Each of the debtors is
obligated to RTFC, for certain obligations of ICC, including court judgments.


																				On February 13, 2007, the Bankruptcy Court: 1) denied the
debtors' motion to appoint a responsible officer, 2) granted the U.S. Trustee's
motion to appoint a Chapter 11 trustee in the two corporate cases, 3) denied
without prejudice RTFC's motion to lift the automatic stay, finding that the
appointment of a Chapter 11 trustee would adequately protect RTFC's interest in
its collateral, and 4) appointed an examiner in the Prosser individual case to
evaluate and report on various factual and legal issues perceived by the court,
in lieu of the immediate conversion of this case to a Chapter 7 case (after
finding cause existed for such conversion).

																				In furtherance of orders entered on February 13, 2007 by the
Bankruptcy Court, on March 12, 2007, the United States Trustee appointed Steven
A. Felsenthal as examiner for the Chapter 11 bankruptcy estate of Prosser,
individually. In addition, on March 14, 2007, the Bankruptcy Court approved the
appointment of Stan Springel as Chapter 11 Trustee for each of the bankruptcy
estates of ICC-LLC and Emcom. ICC and certain affiliates immediately filed a
request for emergency relief before the U.S. District Court challenging the
authority of the Chapter 11 Trustee to perform his obligations.

																				

																				The debtors, on February 20, 2007, filed a notice of appeal
with the District Court relative to the Bankruptcy Court orders denying the
responsible party motion and granting the U.S. Trustee's motion to appoint a
Chapter 11 trustee. Debtors have also requested a stay pending appeal, seeking
to delay the appointment of a


	   
	
																				Ex. F-4

	

																				

	
																				Chapter 11 trustee, which was denied on March 14,
2007. Debtors also filed a motion seeking a stay from the U.S. District Court.


																				VarTec and 16 of its U.S.-based affiliates, which were
guarantors of VarTec's debt to RTFC, filed voluntary petitions under Chapter 11
of the United States Bankruptcy Code on November 1, 2004 in Dallas, Texas. On
June 19, 2006, the Chapter 11 proceedings were converted to Chapter 7
proceedings and a Chapter 7 trustee was appointed for each of the estates. RTFC
will continue to pursue collection of claims from the estate during the
bankruptcy proceeding.

																				On June 10, 2005, the Official Committee of Unsecured
Creditors (the "UCC") initiated an adversary proceeding against RTFC in the
United States Bankruptcy Court for the Northern District of Texas, Dallas
Division. The adversary proceeding asserts the following claims: (i) that RTFC's
claims against VarTec should be equitably subordinated to the claims of other
creditors because of alleged wrongful activities and (ii) that certain payments
made by VarTec to RTFC and certain liens granted to RTFC are avoidable as
preferences or fraudulent transfers or should otherwise be avoided and
re-distributed for the benefit of VarTec's bankruptcy estates. RTFC has filed a
motion for summary judgment by which it asks the Court to dismiss many, if not
all, of the claims made, as a matter of law. The plaintiff has also filed a
motion seeking partial summary judgment with respect to certain of RTFC's
defenses. These motions are currently set for hearing on March 22, 2007. Trial,
if necessary, on the merits of the remaining claims is currently scheduled for
May 21, 2007. The dates for the hearing on the motions for summary judgment and
trial may be subject to change. 

																				Each of the above cases, including related proceedings and
counterclaims, has been previously disclosed in greater detail in the Borrower's
public filings with the Securities and Exchange Commission. Nothing herein
constitutes an admission that the foregoing are reasonably likely to materially
adversely affect the business, property, assets, financial position or results
of the Borrower or the authority or ability of the Borrower to perform its
obligations under the Agreement or the Notes.

	   
	
																				Ex. F-5

	

																				

	
																				Annex B

																				          
1. List of Subsidiaries and Joint Ventures of Borrower:

																				              
None.

																				          
2. List of Special Purpose Subsidiaries of Borrower:

																				           a. Denton Realty Holdings, LLC, organized in the State of
				Delaware. Borrower owns 100% of the membership interests.

																								b. Denton Realty Investors, LLC, organized in the State of
				Delaware. Borrower owns 100% of the membership interests.

																								c. Denton Realty Partners, LP, organized in the State of
				Delaware. Denton Realty Holdings, LLC is the general partner and
				owns 0.5% of the partnership interests, and Denton Realty
				Investors, LLC is the limited partner and owns 99.5% of the
				partnership interests.

																								d. Beechwood Real Estate Properties, LLC, organized in the
				State of Delaware. Borrower owns 100% of the membership
				interests.

																								e. Beechwood Real Estate Holdings, LLC, organized in the
				State of Delaware. Borrower owns 100% of the membership
				interests.

																								f. Beechwood Real Estate, LP, organized in the State of
				Delaware. Beechwood Real Estate Properties, LLC is the general
				partner and owns 0.5% of the partnership interests, and
				Beechwood Real Estate Holdings, LLC is the limited partner and
				owns 99.5% of the partnership interests.

																								g. CRH Golf GP, LLC, organized in the State of Texas.
				Beechwood Real Estate, LP owns 100% of the membership interests.

																								h. CRH Hospitality GP, LLC, organized in the State of Texas.
				Beechwood Real Estate, LP owns 100% of the membership interests.

																								i. CRH Golf, L.P., organized in the State of Texas. CRH Golf
				GP, LLC is the general partner and owns 1% of the partnership
				interests, and Beechwood Real Estate, LP is the limited partner
				and owns 99% of the partnership interests.

																								j. CRH Hospitality, L.P., organized in the State of Texas.
				CRH Hospitality GP, LLC, is the general partner and owns 1% of
				the partnership interests, and Beechwood Real Estate, LP is the
				limited partner and owns 99% of the partnership interests.

																							
																						
																					
																				
	   
	
																				Ex. F-6

	

																				

	              k.
CFC Advantage, LLC, organized in the State of Delaware. Borrower owns 100% of
the membership interests.
	  
	
																				Ex. F-7

	

																				

	
																				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 JPMorgan Chase Bank, N.A., as Administrative Agent
270 Park Avenue,
New York, New York 10017

Dear Sirs:

           We have
participated in the preparation of the 364-Day Revolving Credit Agreement dated
as of March 16, 2007 (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, ABN AMRO Bank N.V., The Bank of
Tokyo-Mitsubishi UFJ, Ltd., New York Branch and The Royal Bank of Scotland plc,
as Co-Documentation Agents, The Bank of Nova Scotia, as Syndication Agent, and
JPMorgan Chase Bank, N.A., as Administrative Agent (the "Agent"), and
have acted as special counsel for the Administrative Agent for the purpose of
rendering this opinion pursuant to Section 3.01(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 

	   
	
																				Ex. H-1

	

																				

	
																				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,                                

	   
	   
	
																				Ex. H-2



																		

																		
																			
																				
																						
																							EXHIBIT H

	   
	
																							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 JPMORGAN CHASE BANK, N.A., 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 16, 2007 (the "Credit
Agreement"), among the Borrower, the Banks listed on the signature pages
thereof, ABN AMRO Bank N.V., The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
Branch and The Royal Bank of Scotland plc, as Co-Documentation Agents, The Bank
of Nova Scotia, as Syndication Agent, and JPMorgan Chase Bank, N.A., 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 

	   
	
																							Ex. H-1

	

																							

	
																							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 Section 9.06(c) of the Credit Agreement. The execution of this
Agreement by the Borrower and the Administrative Agent is evidence of this
consent. Pursuant to Section 9.06(c) 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.

	  
	
																							Ex. H-2

	

																							

	           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.
	    
	
																							Ex. H-3