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Exhibit 10.5
SECOND
AMENDMENT
THIS SECOND AMENDMENT
(this “ Amendment ”) dated as of November
2, 2007 to the Credit Agreement referenced below is among
TENNESSEE VALLEY AUTHORITY, a wholly owned corporate agency
and instrumentality of the United States of America (the
“ Borrower ”), the Lenders identified on
the signature pages hereto and BANK OF AMERICA, N.A., as a
Lender and as Administrative Agent.
W
I T N E S S E T H
WHEREAS, pursuant to the
Fall Maturity Credit Agreement dated as of May 17, 2006 (as
amended as of November 2, 2006, and as further amended,
modified and supplemented from time to time, the “
Credit Agreement ”) among the Borrower, the
Lenders identified therein and the Administrative Agent, the
Lenders agreed to make extensions of credit to the Borrower;
and
WHEREAS, the Borrower has
requested certain modifications to the Credit Agreement and
the Lenders have agreed to the requested modifications on the
terms and conditions set forth herein.
NOW, THEREFORE, IN
CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1.
Defined Terms . Capitalized terms used
herein but not otherwise defined herein shall have the
meanings provided to such terms in the Credit
Agreement.
2.
Amendments . The definition of
“Maturity Date” in Section 1.01 of the Credit
Agreement is amended to read as follows:
“
Maturity Date ” means November 10,
2008.
3.
Conditions Precedent . This Amendment shall
become effective as of November 11, 2007 upon satisfaction of
each of the following conditions precedent:
(a) receipt
by the
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