FIFTH AMENDMENT TO CREDIT AGREEMENT

FIFTH AMENDMENT TO CREDIT AGREEMENT

Recitals:

A. CoBank, in its capacity as Administrative Agent (“ Administrative Agent ”) and as a Syndication Party, the Syndication Parties signatory thereto (collectively with any Persons who have become or who become Syndication Parties, “ Syndication Parties ”), and Borrower have entered into that certain 2006 Amended and Restated Credit Agreement (Revolving Loan) dated as of May 18, 2006, that certain First Amendment to Credit Agreement dated as of May 8, 2007, that certain Second Amendment to Credit Agreement dated as of October 18, 2007, that certain Third Amendment to Credit Agreement dated as of March 5, 2008, and that certain Fourth Amendment to Credit Agreement dated as of May 1, 2008 (as amended, and as further amended, modified, or supplemented from time to time, the “ Credit Agreement ”) pursuant to which the Syndication Parties have extended certain credit facilities to Borrower under the terms and conditions set forth in the Credit Agreement.

B. Borrower has requested that the Agent and the Syndication Parties amend certain terms of the Credit Agreement, which the Agent and the Syndication Parties are willing to do under the terms and conditions as set forth in this Fifth Amendment to Credit Agreement (“Fifth Amendment”).

Agreement :

Now, therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.  Amendments to Credit Agreement . The Credit Agreement is amended as of the Effective Date as follows:

1

1.1 The following Sections of Article 1 are hereby amended in their entirety to read as follows:

1.19 Base Rate : means a rate per annum announced by the Administrative Agent on the first Business Day of each week, which shall be the higher of (a) 150 basis points greater than the highest of the one week, or one month LIBO Rate or (b) the Prime Rate.

1.116 LC Commitment : shall be $100,000,000.

1.121 LIBO Rate : means (a) with respect to each day during each LIBO Rate Period applicable to a LIBO Rate Loan, (i) the per annum rate for the LIBO Rate Period selected by Borrower, as quoted by the British Bankers’ Association (or if such quotation source is unavailable, such other quotation source as may be reasonably selected by the Administrative Agent) for the purpose of displaying London Interbank Offered Rates for U.S. Dollar deposits, determined effective as of 11:00 A.M. (London Time) on the day which is two (2) Banking Days prior to the first day of each LIBO Rate Period, rounded up to the next 1/100th of 1% per annum, plus (ii) the 5-Year Margin or (b) with respect to the determination of the Base Rate, the per annum rate as quoted by the British Bankers’ Association (or if such quotation source is unavailable, such other quotation source as may be reasonably selected by the Administrative Agent) for the purpose of displaying London Interbank Offered Rates for U.S. Dollar deposits, determined effective as of 11:00 A.M. (London Time) for the determination period relating thereto, on the date of determination, in each case, with the LIBOR rate divided by a percentage equal to 100% minus the stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves) applicable on such date to any member bank of the Federal Reserve System in respect of “Eurocurrency liabilities” as defined in Regulation D (or any successor category of liabilities under Regulation D).

1.2 The following new Sections are added to Article 1 reading as follows:

1.180 Prime Rate : means a rate of interest per annum equal to the “prime rate” as published from time to time in the Eastern Edition of the Wall Street Journal as the average prime lending rate for seventy-five percent (75%) of the United States’ thirty (30) largest commercial banks, or if the Wall Street Journal shall cease publication or cease publishing the “prime rate’’ on a regular basis, such other regularly published average prime rate applicable to such commercial banks as is acceptable to the Administrative Agent in its reasonable discretion.

1.181 Fifth Amendment : means the Fifth Amendment to Credit Agreement dated as of February 10, 2009 and between the parties hereto.

1.3 Section 11.14.1 ( Working Capital ), is amended as follows: The amount “$250,000,000” shall be amended to read “$750,000,000”. The corresponding amount of “$250,000,000” in Exhibit 1.48 referred to in Section 1.48 ( Compliance Certificate ) shall also be amended to read “$750,000,000”.

1.4 Section 12.6 ( Loans ) is amended as follows: The amount