SECOND AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT TO CREDIT AGREEMENT

Parties:

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 Credit Agreement (364-Day Revolving Loan) dated as of February 14, 2008, and that certain First 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 Second Amendment to Credit Agreement (“Second 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

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

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 sum of (a) the higher of (i) 150 basis points greater than the highest of the one week, or one month LIBO Rate or (ii) the Prime Rate, plus (b) the Base Rate Applicable Margin.

1.83 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 1/100th of 1% per annum, plus (ii) the LIBO Rate Applicable 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).

1.135 364-Day Commitment : shall be $300,000,000.00, (as may be amended pursuant to Section 2.9), subject to reduction as provided in Section 2.8 hereof.

1.147 Base Rate Applicable Margin : the Base Rate Applicable Margin determined as set forth in Schedule 2 hereto and Section 4.6 hereto.

1.148 LIBO Rate Applicable Margin : the LIBO Rate Applicable Margin determined as set forth in Schedule 2 hereto and Section 4.6 hereto.

1.149 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.

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

1.3 Schedule 1 to the Credit Agreement referred to in the preamble, in Section 1.77 ( Individual 364-Day Commitment ), in Section 1.129 ( Syndication Parties ), Section 2.9 ( Increase of 364-Day Commitment ) and in Section 14.6.3 ( Loan Administration ), is replaced by the Schedule 1 attached to this Second Amendment.

1.4 Schedule 2 to the Credit Agreement referred to in Section 1.137 ( 364-Day Facility Fee Factor ), in Section 1.147 ( Base Rate Applicable Margin ), and in Section 1.148 ( LIBO Rate Applicable Margin ), is replaced by the Schedule 2 attached to this Second Amendment.

1.5 Section 2.9 ( Increase of 364-Day Commitment ) is amended as follows: The amount “$100,000,000” shall be amended to read “$300,000,000”.

1.6 Section 4.6 is amended in its entirety to read as follows:

4.6 Base Rate Applicable Margin; LIBO Rate Applicable Margin; 364-Day Facility Fee Factor . If the Compliance Certificate with respect to any Fiscal Quarter is not received by the Administrative Agent by the date required as provided in Subsections 10.2.1 and 10.2.2 hereof, the Base Rate Applicable Margin, the LIBO Rate Applicable Margin and the 364-Day Facility Fee Factor, for the period commencing on the first day of the Fiscal Quarter commencing immediately after the Fiscal Quarter for which such Compliance Report was required, shall be 95.0 basis points, 195.0 basis points and 25.0 basis points, respectively for that entire Fiscal Quarter.

1.7 Section 10.14.1 (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 1.40 referred to in Section 1.40 (Compliance Certificate) shall also be amended to read “$750,000,000”.

1.8 Section 11.6 ( Loans ) is amended as follows: The amount “$200,000,000” shall be amended to read &ldq