Procedures
12
10.14
Patriot Act Disclosure
12
8017069.8
EXHIBITS
EXHIBIT A
Form of Assignment and Assumption Agreement
EXHIBIT B
Form of Loan Purchase Notice
EXHIBIT C
Form of Assignment of Collateral Assignment Agreement
EXHIBIT D
Form of Escrow Agreement
EXHIBIT E
Form of Allonge
EXHIBIT F
Form of UCC-3 Assignment
EXHIBIT G
How to Find TVA's Annual and Quarterly Reports
EXHIBIT H
Form of Purchase Price Notice
8017069.8
INDEX OF DEFINED TERMS
Capitalized terms used and not otherwise defined herein shall have the meanings
given to them in the Credit Agreement.
Defined Term
Defined in Section
Administrative Agent
Preamble
Borrower
Preamble
Buy-Back Option
§ 2.2
Default Date
§ 1.1
Loan Purchase Notice
§ 1.1
Escrow Agent
§ 1.1
Escrow Agreement
§ 1.1
Exchange Act
§ 1.1
Generating Facility
Recitals
Guarantor
Preamble
JOA
Recitals
Lease
Recitals
Leased Premises
Recitals
Lender Indemnitees
§ 1.1
Lenders
Preamble
Loan
Recitals
Loan Claims
§ 1.1
Loan Indebtedness
§ 1.1
Loan Purchase
§ 1.1
Loan Purchase Obligation
Recitals
Loan Rights
§ 1.1
Purchase Price
§ 1.1
Reserved Indemnity Rights
§ 1.1
SEC
§ 1.1
Statement
§ 1.1
Supplement 1
Recitals
Transfer Documents
§ 1.1
TVA
Preamble
TVA Act
§ 1.1
8017069.8
BUY-BACK ARRANGEMENTS (Including Loan Purchase)
This AGREEMENT is entered into as of September 30, 2008, by and among
(i) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such
capacity, the "Administrative Agent"), Lead Arranger and a Lender, (ii) such
other Lenders as may from time to time become a party to this Agreement
(collectively, with the Administrative Agent, the "Lenders"), and (iii) the
TENNESSEE VALLEY AUTHORITY ("TVA"), a corporate agency and instrumentality of
the United States Government created and existing under and by virtue of the
Tennessee Valley Authority Act of 1933, as amended, 16 U.S.C. §§ 831-831ee
(2006).
Capitalized terms used and not otherwise defined herein shall have the
meanings given to them in that certain Credit Agreement (the "Credit
Agreement"), dated as of even date herewith, by and among Seven States Southaven
LLC (the "Borrower"), Seven States Power Corporation (the "Guarantor"), the
Administrative Agent, and the Lenders.
R E C I T A L S:
WHEREAS, TVA holds in the name of the United States the Southhaven Power Plant,
an 810 megawatt (nominal) gas-fired combined cycle electric generating facility
located in DeSoto County, Mississippi, including all equipment, buildings,
structures, fixtures, and other improvements (the "Generating Facility") and
said Generating Facility was acquired by TVA subject to the Guarantor option to
purchase described below; and
WHEREAS, TVA and Guarantor have entered into a Joint Ownership Agreement dated
April 30, 2008, numbered as TVA Contract No. 00069956, as amended (the "JOA"),
by which Guarantor or Borrower (as Guarantor's designee) has an option to
purchase between a fifty percent (50%) and ninety percent (90%) ownership
interest in the Generating Facility; and
WHEREAS, Borrower wishes to borrow funds from Lenders to purchase an ownership
interest in the Generating Facility; and
WHEREAS, under the JOA, TVA, Guarantor, Borrower, and Lenders may exercise
Buy-Back Arrangements