SPRING MATURITY CREDIT AGREEMENT

This SPRING MATURITY CREDIT AGREEMENT is entered into as of March 26, 2009 among TENNESSEE VALLEY AUTHORITY, a wholly owned corporate agency and instrumentality of the United States of America (the “ Borrower ”), the Lenders (defined herein) and BANK OF AMERICA, N.A., as a Lender and as Administrative Agent.

The Borrower has requested that the Lenders provide $1.25 billion in credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

1.01                       Defined Terms .

     As used in this Agreement, the following terms shall have the meanings set forth below:

     “ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

     “ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 or such other address or account as the

Administrative Agent may from time to time notify to the Borrower and the Lenders.

     “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

     “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control

with the Person specified.

     “ Aggregate Commitments ” means the aggregate of the Commitments of all the Lenders.  The initial amount of the Aggregate Commitments in effect on the Closing Date is ONE

BILLION TWO HUNDRED FIFTY MILLION DOLLARS ($1,250,000,000).

     “ Agreement ” means this Spring Maturity Credit Agreement.

     “ Annual Financial Statements ” means the balance sheet of the Borrower as of the end of the fiscal year ended September 30, 2008, and the related statements of income and cash flows

for such fiscal year.

     “ Applicable Percentage ” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such

Lender’s Commitment at such time; provided that if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated

pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such

Lender most recently in effect, giving effect to any subsequent assignments.  The    initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on

      Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

     “ Applicable Rate ” means, for any day, the percentages per annum set forth on Schedule 1.01 based upon the S&P Debt Rating and the Moody’s Debt Rating then in effect.   The

Applicable Rate shall be determined by the Administrative Agent based on the lower of the S&P Debt Rating and Moody’s Debt Rating then in effect.  Each change in the Applicable Rate

shall be effective on and as of the date of such change and shall be applicable to all existing Credit Extensions and to any new Credit Extensions made on and after the date thereof.

     “ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages

a Lender.

     “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by

Section 10.06(b) ), and accepted  by the Administrative Agent, in substantially the form of Exhibit 10.07 or any other form approved by the Administrative Agent and the Borrower.

     “ Availability Period ” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant

to Section 2.05 , and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to

Section 8.02 .

     “ Bank of America ” means Bank of America, N.A. and its successors.

     “ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus one and one-half of one percent (1.5%), (b) the LIBOR Rate for an

Interest Period of 30 days plus one and one-half of one percent (1.5%) and (c) the Prime Rate.

     “ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.

     “ Borrower ” has the meaning specified in the introductory paragraph hereto.

     “ Borrowing ” means a borrowing consisting of simultaneous Loans of the same Type and, in the case of LIBOR Rate Loans, having the same Interest Period, made by each of the

Lenders pursuant to Section 2.01 .

     “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state

where the Administrative Agent’s Office is located and, if such day relates to any LIBOR Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and

between banks in the LIBOR market.

     “ Businesses ” means, at any time, a collective reference to the businesses operated by the Borrower  at such time.

     “ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change

in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any guideline or directive

by any Governmental Authority.

     “ Closing Date ” means the date hereof.

     “ Commitment ” means, as to each Lender, its obligation to make Loans to the Borrower pursuant to Section 2.01 and purchase participations in L/C Obligations pursuant to

Section 2.03(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment

and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

     “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person

is a party or by which it or any of its property is bound.

     “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise

voting power, by contract or otherwise.  “ Controlling ” and “ Controlled ” have meanings correlative thereto.  Without limiting the generality of the foregoing, a Person shall be deemed to

 be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote five percent (5%) or more of the securities having ordinary voting power for the

election of directors, managing general partners or the equivalent.

     “ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

     “ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,

rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the

rights of creditors generally.

     “ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

     “ Default Rate ” means (a) with respect to any Loan, the interest rate (including any Applicable Rate and any applicable Liquidity Premium) otherwise applicable to such Loan plus two

percent (2%) per annum, (b) with respect to the Letter of Credit Fees, a rate equal to the sum of (i) the Applicable Rate plus (ii) two percent (2%) per annum, and (c) with respect to any other

Obligation, an interest rate equal to the sum of (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) two percent (2%) per annum, in each case

to the fullest extent permitted by applicable Laws.

     “ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Loans or participations in L/C Obligations required to be funded by it hereunder within one

Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be

paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a

        bankruptcy or insolvency proceeding.

     “ Dollar ” and “ $ ” mean lawful money of the United States.

     “ Eligible Assignee ” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative

Agent, (ii) the L/C Issuer and (iii) unless an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided

that notwithstanding the foregoing, “Eligible Assignee” shall not include (i) the Borrower or any of the Borrower’s Affiliates or (ii) without the consent of the Borrower, any Person

that is primarily in the business of producing or transmitting electricity.

     “ Environmental Laws ” means to the extent relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to

hazardous substances or wastes, air emissions and discharges to waste or public sewer systems:  any and all applicable federal, state, local and foreign statutes, laws, regulations,

ordinances, rules or judgments; any and all applicable administrative  orders, decrees, permits, concessions, grants, franchises, licenses or agreements made with or issued by any

governmental authority; and any and all applicable governmental restrictions.

     “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the

Borrower directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any

Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other

consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Internal

Revenue Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Internal Revenue Code, is treated as a single employer under Section 414 of the Internal Revenue Code.

     “ Event of Default ” has the meaning specified in Section 8.01 .

     “ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of

the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction

(or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable

Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of

a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13 ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the

time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in

Law occurring after such Foreign Lender becomes a party hereto) to comply with Section 3.01(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the

time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a) .

     “ Existing Credit Agreement ” has the meaning specified in Section 10.14 .

     “ Facilities ” means, at any time, a collective reference to the facilities and real properties owned, leased or operated by the Borrower.

     “ Fall Maturity Credit Agreement ” means the Fall Maturity Credit Agreement dated as of the date hereof among the Borrower, the lenders identified therein and Bank of America,

as Administrative Agent.

     “ Fall Maturity Letter of Credit ” has the meaning specified in Section 2.03(l)(i) .

     “ Federal Funds Rate ” means, for any day, the rate per annum 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 Business Day next succeeding such day; provided that (a) if such day

is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business

Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole

multiple of one-hundredth of one percent (1/100 of 1%)) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

     “ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes (including such a Lender when

acting in the capacity of the L/C Issuer).  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

     “ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

     “ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of

credit in the ordinary course of its business.

     “ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American

Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, including, without limitation, Financial Accounting Standards

Board Statement No. 71, Accounting for the Effects of Certain Types of Regulation , consistently applied and as in effect from time to time.

     “ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority,

instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to

government (including any supra-national bodies such as the European Union or the European Central Bank).

     “ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum

distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant

to any Environmental Law.

     “ Honor Date ” has the meaning set forth in Section 2.03(c) .

     “ Impacted Lender ” means any Lender as to which (a) the L/C Issuer has a good faith belief that such Lender has failed to fulfill its obligations under one or more other syndicated

credit facilities or (b) any Person that controls such Lender has been deemed insolvent or has become the subject of a bankruptcy or any other similar proceeding.

     “ Indemnified Taxes ” means Taxes other than Excluded Taxes.

     “ Indemnitees ” has the meaning specified in Section 10.04(b) .

     “ Interest Payment Date ” means (a) as to any LIBOR Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided , however , that if any

Interest Period for a LIBOR Rate Loan exceeds one month, the respective dates that fall every month after the beginning of such Interest Period shall also be Interest Payment Dates; and

(b) as to any Base Rate Loan, the last Business Day of each calendar month and the Maturity Date.

     “ Interest Period ” means, as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is disbursed or converted to or continued as a LIBOR Rate Loan and

ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Loan Notice; provided that:

     (i)           any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day

falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

     (ii)           any Interest Period that begins on the last 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 end on the last Business Day of the calendar month at the end of such Interest Period; and

     (iii)           no Interest Period shall extend beyond the Maturity Date.

     “ Interim Financial Statements ” means the balance sheet of the Borrower as of the end of the fiscal quarter ended December 31, 2008, and the related statements of income and cash

flows for such fiscal year.

     “ Internal Revenue Code ” means the Internal Revenue Code of 1986.

     “ IRS ” means the United States Internal Revenue Service.

     “ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later

version thereof as may be in effect at the time of issuance).

     “ Issuer Documents ” means, with respect to any Letter of Credit, the Letter of Credit Application and any other document, agreement and instrument entered into by the L/C Issuer and

the Borrower or in favor of the L/C Issuer and relating to such Letter of Credit.

     “ Laws ” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and binding administrative or judicial precedents or

authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all

applicable binding administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

     “ L/C Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

     “ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing

of Loans.

     “ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof (including any

deemed issuance of a Letter of Credit pursuant to Section 2.03(l) ).

     “ L/C Exposure ” means the sum of (a) the Outstanding Amount of all L/C Obligations plus (b) the Outstanding Amount of all L/C Obligations under the Fall Maturity Credit Agreement

(as used in this clause (b), the terms “Outstanding Amount” and “L/C Obligations” shall have the meanings assigned to such terms in the Fall Maturity Credit Agreement as in effect on the

date hereof).

     “ L/C Issuer ” means Bank of America in its capacity as issuer of Letters of Credit or any successor issuer of Letters of Credit.

     “ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed

Amounts, including all  L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined

in accordance with Section 1.05 .  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder

by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be

deemed to be “outstanding” in the amount so remaining available to be drawn.

     “ Lender ” means each of Bank of America and the other Persons identified as a “Lender” on the signature pages hereto and its successors and assigns and, as the context requires.

     “ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a

Lender may from time to time notify the Borrower and the Administrative Agent.

     “ Letter of Credit ” means any standby letter of credit issued hereunder.

     “ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a letter of credit in the form from time to time in use by the L/C Issuer.

     “ Letter of Credit Fee ” has the meaning specified in Section 2.03(i) .

     “ Letter of Credit Sublimit ” means an amount equal to the lesser of (a) the Aggregate Commitments and (b) $900 million.  The Letter of Credit Sublimit is part of, and not in addition to,

the Aggregate Commitments.

     “ Letter of Credit Transfer Notice ” has the meaning specified in Section 2.03(l)(i) .

     “ LIBOR Base Rate ” means, for any Interest Period with respect to a LIBOR Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as

published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m.,

London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to

such Interest Period.  If such rate is not available at such time for any reason, then the “LIBOR Rate” for such Interest Period shall be the rate per annum determined by the

Administrative Agent (and agreed to by the Borrower) to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the

approximate amount of the LIBOR Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of

America’s London Branch to major banks in the LIBOR market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such

Interest Period.

     “ LIBOR Rate ” means, for any Interest Period with respect to any LIBOR Rate Loan, a rate per annum determined by the Administrative Agent to be equal to the quotient obtained

by dividing (a) the LIBOR Base Rate for such LIBOR Rate Loan for such Interest Period by (b) one (1) minus the LIBOR Reserve Percentage for such LIBOR Rate Loan for such

Interest Period.

     “ LIBOR Rate Loan ” means a Loan that bears interest at a rate based on the LIBOR Rate.

     “ LIBOR Reserve Percentage ” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five (5) decimal places) in effect on

such day,

whether or not applicable to any Lender, under regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency,

supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities”).  The LIBOR Rate for each outstanding

LIBOR Rate Loan shall be adjusted automatically as of the effective date of any change in the  LIBOR Reserve Percentage.

     “ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest

or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of

way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

     “ Liquidity Premium ” means, for any day, the following percentages per annum based upon the Notice Period and the principal amount of any Borrowing, any conversion of Loans

from one Type to the other and  any continuation of LIBOR Rate Loans:

     “ Loan ” has the meaning specified in Section 2.01 .

     “ Loan Documents ” means this Agreement, each Note and each Issuer Document.

     “ Loan Notice ” means a notice of (a) a Borrowing of Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation of LIBOR Rate Loans, in each case pursuant to

Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit 2.02 .

     “ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition

(financial or otherwise) of the Borrower; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (c) a

material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document.  The parties agree that a downgrade of the S&P Debt Rating

or the Moody’s Debt Rating shall not itself constitute a Material Adverse Effect.

     “ Maturity Date ” means May 13, 2009.

     “ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

     “ Moody’s Debt Rating ” means, at any time, the rating (if any) assigned to the Borrower’s senior unsecured long term non-credit enhanced debt by Moody’s.

     “ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to

make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

     “ Note ” has the meaning specified in Section 2.10 .

     “ Nuclear Decommissioning Trust ” means the Nuclear Decommissioning Trust established by the Borrower to fund the future decommissioning of nuclear power facilities operated

by the Borrower.

     “ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower arising under any Loan Document, whether direct or indirect (including

those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement

by or against the Borrower of any proceeding under any Debtor Relief Laws naming the Borrower as the debtor in such proceeding, regardless of whether such interest and fees are allowed

claims in such proceeding.

     “ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or

under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

     “ Outstanding Amount ” means (a) with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments

or repayments of any Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any

L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the

Borrower of Unreimbursed Amounts.

     “ Participant ” has the meaning specified in Section 10.06(d) .

     “ PBGC ” means the Pension Benefit Guaranty Corporation or any successor thereto.

     “ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA

and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a

multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

     “ Permitted Liens ” means any of the following:

     (a)           Liens pursuant to any Loan Document;

     (b)            the pledge by the Borrower of Net Power Proceeds (as defined under the Power Resolution) to secure bonds, notes and other evidences of indebtedness issued

under the Power Resolution;

     (c)           Liens existing on the date hereof and listed on Schedule 7.01 ;

     (d)           Liens for taxes (other than Liens imposed under ERISA), assessments or governmental charges or levies not yet due or which are being contested in good faith and

by  appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

     (e)           Liens imposed under Law, including statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers, and Liens imposed

pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable or, if due

and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves

determined in accordance with GAAP have been established;

     (f)           pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance, Pension Plan, Nuclear Decommissioning

Trust and other social security legislation, other than any Lien imposed by ERISA;

     (g)           deposits to secure the performance of bids, trade contracts and leases (other than indebtedness), statutory obligations, surety bonds (other than bonds related to

judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business;

     (h)           easements, rights-of-way, restrictions, licenses, permits and other similar encumbrances affecting real property which, in the aggregate, do not materially interfere

with the ordinary conduct of the Borrower’s power program;

     (i)           Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not in excess of the Threshold Amount (except to

the extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains

undischarged for a period of more than thirty consecutive days during which execution is not effectively stayed;

     (j)           Liens securing Indebtedness incurred to provide funds for the construction, acquisition, enlargement, improvement, replacement, operation and maintenance of the

Borrower’s power system; provided that (i) such Liens do not at any time encumber any Property other than (A) the Property financed by such indebtedness, (B) supporting and

other related facilities, including without limitation, facilities that are shared or used in common by multiple units or facilities and that are necessary for or otherwise used in the

operation of the Property being financed and (C) other Property to the extent such Liens would otherwise be Permitted Liens, (ii) the indebtedness secured thereby does not exceed

the cost or fair market value, whichever is lower, of the Property being acquired on the date of acquisition and (iii) such Liens attach to such Property concurrently with or within

one year after (A) the later of the completion of such construction or commencement of full operation of such Property or (B) ninety (90) days from the acquisition thereof,

as applicable;

     (k)           leases, subleases, licenses or easements involving real or personal property, whether or not the economic equivalent of a sale, where the Borrower obtains a

sublease, service contract or other arrangements giving the Borrower a right to the output or use of related Property which is the subject of such lease, sublease, license or

easement (“ Lease Transactions ”), and Liens granted in such leaseholds, subleaseholds, licenses or easements in connection with such Lease Transactions;

     (l)           leases or subleases granted to others not interfering in any material respect with the business of the Borrower;

     (m)         any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions)

relating to, leases permitted by this Agreement;

     (n)           Liens deemed to exist in connection with investments in repurchase agreements;

     (o)           normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;

     (p)           Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

     (q)           Liens of sellers of goods to the Borrower arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of

business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;

     (r)           Liens existing on Property at the time of the acquisition thereof by the Borrower, provided that such Liens are not created in contemplation of such acquisition;

     (s)           Liens in favor of the L/C Issuer on cash collateral securing the obligations of a Defaulting Lender or an Impacted Lender to fund risk participations in Letters of

Credit; and

     (t)           any renewals or extensions of any Liens permitted under (b), (c), (j), or (l) above, provided that (i) any renewal or extension is limited to the Property subject to such

Lien, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect to the Lien is not changed and (iv) any renewal or extension

of any indebtedness secured or benefited thereby is permitted by Section 7.02 .

     “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

     “ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section

412 of the Internal Revenue Code or Title IV of ERISA, any ERISA Affiliate.

     “ Power Resolution ” means the Basic Tennessee Valley Authority Power Bond Resolution, as amended from time to time.

     “ Prime Rate ” means, for any day, the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set

by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for

pricing some loans, which may be priced at, above, or below such announced rate.  Any change in the “prime rate” announced by Bank of America shall take effect at the opening of

business on the day specified in the public announcement of such change.

       “ Property ” means any interest of any kind in any property or asset, whether real, personal or mixed, or tangible or intangible.

     “ Register ” has the meaning specified in Section 10.06(c) .

     “ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such

Person’s Affiliates.

     “ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

     “ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, and (b) with respect to an L/C Credit Extension,

a Letter of Credit Application or a Letter of Credit Transfer Notice, as applicable.

     “ Required Lenders ” means, at any time, Lenders holding in the aggregate more than 50% of (a) the unfunded Commitments and the outstanding Loans, L/C Obligations and

         participations therein or (b) Commitments have been terminated, the outstanding Loans, L/C Obligations and participations therein.  The unfunded Commitments of, and the outstanding

          Loans, L/C Obligations and participations therein held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

     “ Responsible Officer ” means the Chief Financial Officer, the Treasurer, the Senior Manager, Finance, or the Senior Manager, Treasury Management, of the Borrower. Any document

delivered hereunder that is signed by a Responsible Officer shall be conclusively presumed to have been authorized by all necessary action on the part of the Borrower and such

Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

     “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

     “ S&P Debt Rating ” means, at any time, the rating (if any) assigned to the Borrower’s senior unsecured long term non-credit enhanced debt by S&P.

     “ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

     “ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the

timebeneficially owned, directly, or indirectly through one or more intermediaries, or both, by such Person.

     “ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority (other than

Other Taxes), including any interest, additions to tax or penalties applicable thereto.

     “ Threshold Amount ” means $1 billion.

     “ Total Revolving Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

     “ TVA Act ” means the Tennessee Valley Authority Act of 1933, as amended.

     “ Type ” means, with respect to any Loan, its character as a Base Rate Loan or a LIBOR Rate Loan.

     “ Unfunded Pension Liability ” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets,

determined in accordance with the assumptions used for funding that Pension Plan pursuant to Section 412 of the Internal Revenue Code for the applicable plan year.

     “ United States ” and “ U.S. ” mean the United States of America.

     “ Unreimbursed Amount ” has the meaning specified in Section 2.03(c)(i) .

     “ Voting Stock ” means, with respect to any Person, capital stock or other ownership and equity interests issued by such Person the holders of which are ordinarily, in the absence of

contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening

     of such a contingency.

1.02                       Other Interpretive Provisions .

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)           The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the

corresponding masculine, feminine and neuter forms.  The words “ include ,” “ includes ” and “ including ” shall be deemed to be followed by the phrase “without limitation.”  The word

“ will ” shall be construed to have the same meaning and effect as the word “ shall .”  Unless the context requires otherwise, (i) any definition of or reference to any agreement,

instrument  or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified

(subject  to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be

construed to include such Person’s successors and assigns, (iii) the words “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Loan Document,

shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits

and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any

law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless

otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have

the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)           In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean

 “ to but excluding ;” and the word “ through ” means “ to and including .”

(c)           Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any

other Loan Document.

1.03                       Accounting Terms .

     (a)            Generally .  Except as otherwise specifically provided herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all

     financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied

     on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Annual Financial Statements.

     (b)            Changes in GAAP .  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the

     Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve

     the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that , until so amended, (i) such ratio or requirement shall continue

     to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other

     documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after

     giving effect to such change in GAAP.

1.04                       Times of Day .

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as then applicable).

1.05                       Letter of Credit Amounts .

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , however , that

with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the

amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated

amount is in effect at such time.

2.01                       Loans .

Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “ Loan ”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided , however , that after giving effect to any Borrowing of Loans, (a) the Total Revolving Outstandings   shall not exceed the Aggregate Commitments and (b) the aggregate Outstanding Amount of Loans of any Lender plus such Lender’s Applicable Percentage of the aggregate Outstanding Amount of L/C Obligations   shall not exceed such Lender’s Commitment.  Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01 , prepay under Section 2.04 , and reborrow under this Section 2.01 .  Loans may be Base Rate Loans or LIBOR Rate Loans, as further provided herein.

2.02                       Borrowings, Conversions and Continuations of Loans .

     (a)           Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBOR Rate Loans shall be made upon the Borrower’s irrevocable notice to

the Administrative Agent, which may be given by telephone by an individual identifying himself or herself as a Responsible Officer.  Each such notice must be received by the

Administrative Agent not later than 1:00 p.m. on the date of the requested Borrowing, conversion or continuation.  Each telephonic notice by the Borrower pursuant to this Section 2.02(a)

must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer.  Each Borrowing of, conversion

          to or continuation of Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof.  Each Loan Notice (whether telephonic or written) shall

      specify  (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of LIBOR Rate Loans, (ii) the requested date of the

          Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type

          of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify

          a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loan shall be made as, converted to,

          or continued as, a LIBOR Rate Loan with an Interest Period of one month.  Any such automatic conversion to a LIBOR Rate Loan with an Interest Period of one month shall be

          effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loan.  If the Borrower requests a Borrowing of, conversion to, or

          continuation of  LIBOR Rate Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

     (b)           Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no

timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to a LIBOR Rate

Loan with an Interest Period of one month as described in the preceding subsection.  In the case of a Borrowing, each Lender shall make the amount of its Loan available to the

Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 3:00 p.m. on the Business Day specified in the applicable Loan Notice.  Upon

satisfaction of the applicable conditions set forth in Section 4.02 , the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by

the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in

each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided , however , that if, on the date of a Borrowing of

Loans, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second , shall be made

available to the Borrower as provided above.

     (c)           Except as otherwise provided herein, a LIBOR Rate Loan may be continued or converted only on the last day of the Interest Period for such LIBOR Rate Loan.  During the

existence of a Default, no Loans may be requested as, converted to or continued as LIBOR Rate Loans without the consent of the Required Lenders, and the Required Lenders

 may demand that any or all of the then outstanding LIBOR Rate Loans be converted immediately to Base Rate Loans.

     (d)           The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for LIBOR Rate Loans upon determination

 of such interest rate.  At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime

rate used in determining the Base Rate promptly following the public announcement of such change.

     (e)           After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than 

           eight (8) Interest Periods in effect with respect to Loans (for purposes hereof, LIBOR Rate Loans with separate or different Interest Periods will be considered as separate Loans even if their

           Interest Periods expire on the same date).

2.03                       Letter of Credit .

     (a)            Letter of Credit Commitment .

     (i)           Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03 , (1) from

time to time on any Business Day during the Availability Period, to issue Letters of Credit in Dollars for the account of the Borrower and to amend or extend Letters of Credit

previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under Letters of Credit; and (B) the Lenders severally agree to participate in Letters of

Credit and any drawings thereunder; provided that after giving effect to any L/C Credit Extension, (x) the Total Revolving Outstandings shall not exceed the Aggregate

Commitments, (y) the aggregate Outstanding Amount of the Loans of any Lender plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations shall

not exceed such Lender’s Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each request by the Borrower for the

issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set

forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be

fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn

upon and reimbursed.

(A)           any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to

the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain

from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for

which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the

 Closing Date and which the L/C Issuer in good faith deems material to it;

(B)           the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to borrowers generally;

(C)           such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;

(D)           such Letter of Credit contains any provisions for automatic extension of the expiration date thereof; or

(E)           a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender or an Impacted Lender, unless the L/C Issuer has entered into

arrangements satisfactory to the L/C Issuer with the Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender.

    (iv)     The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the

     terms hereof.

    (v)      The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its

     amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

    (vi)      The L/C Issuer shall be under no obligation to amend any Letter of Credit to increase or decrease the amount of such Letter of Credit more frequently than five times

     per calendar month.

    (vii)           The L/C Issuer shall act on behalf of the Lenders with respect to any Letter of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all

     of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with

     Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in

       Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

     (b)            Procedures for Issuance and Amendment of Letters of Credit .

     (i)           Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative

Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application must be

received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least three (3) Business Days (or such later date and time as the Administrative Agent and the

L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an

initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the

requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E)

the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing

    thereunder, drawing thereunder, (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may reasonably require.  In the case of a

     request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit

     to be amended, (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer

     may reasonably require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested

     Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require.

     (ii)           Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the

     Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy

     thereof.  Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of

     issuance or amendment of the applicable Letter of Credit, hat one or more applicable conditions contained in   Article IV shall not be satisfied, then, subject to the terms and

     conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be,

     in each case in accordance with the L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit (including any  deemed issuance

     as described in  Section 2.03(l) ), each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter

     of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.

     (iii)           Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the

     L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

     (c)            Drawings and Reimbursements; Funding of Participations .

     (i)           Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the

     Administrative Agent thereof.  Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “ Honor Date ”), the Borrower shall

     reimburse the L/C Issuer through the Administrative Agent in  an amount equal to the amount of such drawing.  If the Borrower fails to so reimburse the L/C Issuer by such

     time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”), and the amount of such

     Lender’s Applicable Percentage thereof.  In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an

     amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the

     conditions set forth in Section 4.02 (other than the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings

     shall not exceed the Aggregate Commitments.  Any notice given by theL/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone

     if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

     (ii)           Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the

     Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice

     by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii) , each Lender that so makes funds available shall be deemed to have made a Base

     Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the L/C Issuer.

     (iii)           With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot

     be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not

     so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Lender’s payment

     to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and

     shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03 .

     (iv)           Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit,

     interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

     (v)           Each Lender’s obligation to make Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this

       Section 2.03(c) , shall be absolute nd unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which

     such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C) any other

     occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Loans pursuant to this Section 2.03(c) is

     subject to the conditions set forth in Section 4.02  (other than delivery by the Borrower of a Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the

     obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

     (vi)           If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the

     foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii) , the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative

     Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C

     Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation,

     plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest

          and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing,

          as the case may be.  A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi)

          shall be conclusive absent manifest error.

     (d)            Repayment of Participations .

     (i)           At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such

     payment in accordance with    Section 2.03(c) , if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or

     interest thereon (whether directly from the Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent will

     distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent.

     (ii)           If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the

     circumstances described in    Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent

     for the account of the L/C Issuer its Applicable  Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date

     such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Lenders under this clause shall

     survive the payment in full of the Obligations and the termination of this Agreement.

     (e)            Obligations Absolute .  The obligation of the Borrower to reimburse the L/C Issuerfor each drawing under each Letter of Credit and to repay each L/C Borrowing shall be

     absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s

 instructions or other irregularity, the Borrower will promptly notify the L/C Issuer.  The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer

and its correspondents unless such notice is given as aforesaid.

     (f)            Role of L/C Issuer .  Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any

     document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such

     document or the authority of the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any

     correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i)  any action taken or omitted in connection herewith at the request or with the approval of

     the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or  willful misconduct; or (iii) the due execution, effectiveness,

     validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  The Borrower hereby assumes all risks of the acts or omissions of any

     beneficiary or transferee with respect to its use of any Letter of Credit; provided , however , that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing

     such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer, the Administrative Agent, any of

     their respective Related Parties nor any correspondent,  participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through

     (v) of Section 2.03(e) ; provided , however , that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer

     may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the

     Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under  any Letter of Credit after the presentation

     to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing,

     the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the

     contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or  assigning or purporting to transfer or assign a Letter of Credit

     or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; provided , however , that

     anything in this sentence to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent,

     but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C

                Issuer’s willful misconduct or gross negligence.

     (g)            Cash Collateral .  If (i) either (A) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing

     or (B) as of the Maturity Date any L/C Obligation for any reason remains outstanding, and (ii) the Administrative Agent shall have provided ten (10) days prior written notice to

     the Borrower, then the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations.   Sections 2.04 and 8.02 set forth certain additional

     requirements to deliver Cash Collateral hereunder.  For purposes of this Section 2.03 ,    Section 2.04 and Section 8.02 , “ Cash Collateralize ” means to pledge and deposit with or deliver

     to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in

     form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders).  Derivatives of such term have

     corresponding meanings.  The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such Cash Collateral,

     deposit accounts and all balances therein and all proceeds of the foregoing.  Cash Collateral shall be maintained in blocked deposit accounts at Bank of America and shall be invested

     in such investments as the Borrower and the Administrative Agent shall agree, and the account records for such deposit accounts shall clearly indicate that the Cash Collateral is

     held as collateral and owned by the Borrower.

     (h)            Applicability of ISP .  Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each

     Letter of Credit.

     (i)            Letter of Credit Fees .  The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee

     (the “ Letter of Credit Fee ”) equal to the Applicable Rate times the daily amount available to be drawn under each Letter of Credit.  For purposes of computing the daily amount

     available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05 .  Letter of Credit Fees shall be computed

     on a monthly basis in arrears and shall be due and payable in arrears on the first Business Day of each calendar month, commencing with the first such date to occur after the

     issuance of such Letter of Credit, on the Maturity Date and thereafter on demand; provided that (1) no Letter of Credit Fees shall accrue in favor of a Defaulting Lender so long

     as such Lender shall be a Defaulting Lender and (2) any Letter of Credit Fees accrued in favor of a Defaulting Lender during the period prior to the time such Lender became a

     Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender.  If there is any change in the Applicable Rate

     during any month, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during

     such month that such Applicable Rate was in effect.  Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of

     Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

     (j)            Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer .

     (i)           During any period in which the L/C Issuer is not the only Lender under this Agreement, the Borrower shall pay directly to the L/C Issuer for its own account a

fronting fee equal to 0.125% times the daily amount available to be drawn under each  Letter of Credit.  For purposes of computing the daily amount available to be drawn under any 

    Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05 .  Such fronting  fee shall be computed on the daily amount available to be

     drawn under each Letter of Credit and on a monthly basis in arrears.  Such fronting shall be due and payable in arrears on the first Business Day of each calendar month,

     commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand.

     (ii)           The Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other

     standard costs and charges, of the L/C Issuer relating to letters of credit as set forth on Schedule 2.03 hereto.  Such customary fees and standard costs and charges are

     due and payable on demand and are nonrefundable.

     (k)            Conflict with Issuer Documents .  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

     (l)            Transfer of Letters of Credit to and from Fall Maturity Credit Agreement .

     (i)           The Borrower has the right to request letters of credit under the Fall Maturity Credit Agreement (each a “ Fall Maturity Letter of Credit ”).  If the Borrower desires to

     extend the expiry date of any Fall Maturity Letter of Credit, the parties hereto agree that the Borrower may, in its discretion, transfer such Fall Maturity Letter of Credit to

     this Agreement, provided that (A) such transfer shall be effective as of the date of extension of such Fall Maturity Letter of Credit, (B) the Borrower shall have delivered to

     the Administrative Agent and the L/C Issuer written notice of such transfer at least at least five   Business Days prior to the date of such transfer (the “ Letter of Credit

    Transfer Notice ”), (C) such transfer shall be expressly permitted under the Fall Maturity Credit Agreement and (D) such transfer shall be deemed an issuance of a Letter of

     Credit under this Agreement and, accordingly, such transfer shall be permitted only if each of the conditions to issuance of Letters of Credit shall have been satisfied

     (including the conditions specified in Section 2.03 and Article IV ).  Upon satisfaction of each of the conditions precedent to such transfer, such Fall Letter of Credit shall be

     deemed issued and outstanding under this Agreement and shall be deemed a Letter of Credit for all purposes of this Agreement.

     (ii)           If the Borrower desires to extend the expiry date of any Letter of Credit, the parties hereto agree that the Borrower may, in its discretion, transfer such Letter of

     Credit to the Fall Maturity Credit Agreement, provided that (A) such transfer shall be effective as of the date of extension of such Letter of Credit, (B) the Borrower shall

     have delivered to the Administrative Agent and the L/C Issuer written notice of such transfer at least at least five Business Days prior to the date of such transfer

     and (C) such transfer shall be expressly permitted under the Fall Maturity Credit Agreement.  Upon satisfaction of each of the conditions precedent to such transfer,

     any transferred Letter of Credit shall be deemed issued and outstanding under the Fall Maturity Credit Agreement and shall no longer be deemed outstanding under this

     Agreement.

2.04                       Prepayments.

     (a)            Voluntary Prepayments .  The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or

       in part without permium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) one (1) Business Day prior to the date of

     prepayment; and (ii) any such prepayment shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then

     outstanding).  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid.  The Administrative Agent will promptly notify each Lender

     of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such

     prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a LIBOR Rate Loan shall be accompanied by all

     accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 .  Each such prepayment shall be applied to the Loans of the

     Lenders in accordance with their respective Applicable Percentages.

     (b)            Mandatory Prepayments of Loans .  If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall

     immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.  Prepayments shall be applied first to Base Rate Loans

     and then to LIBOR Rate Loans in direct order of Interest Period maturities.  All prepayments under this Section 2.04(b) and Section 2.05(a)(ii) shall be subject to Section 3.05 , but

     otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

2.05                       Termination or Reduction of Aggregate Commitments; Availability .

     (a)            Termination or Reduction of Aggregate Commitments .

     (i)            Optional .  The Borrower may, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the

     Aggregate Commitments to an amount not less than the Total Revolving Outstandings; provided that (i) any such notice shall be received by the Administrative

     Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount

     of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) if after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit

     Sublimit exceeds the amount of the Aggregate Commitments, then the Letter of Credit Sublimit shall automatically be reduced by the amount of such excess.  

     The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments.  Any reduction of the Aggregate

     Commitments shall  be applied to the Commitment of each Lender according to its Applicable Percentage.  All fees accrued with respect thereto until the effective date

     of any termination or reduction of the Aggregate Commitments shall be paid on the effective date of such termination or reduction.

     (ii)            Mandatory .   If at any time the Moody’s Debt Rating is reduced to lower than Aa3 and the S&P Debt Rating is reduced to lower than AA-, the Required Lenders

     may, in their sole discretion, upon written notice to the Borrower (the “ Commitment Termination Notice ”), terminate the Aggregate Commitments and require the prepayment

     of the Loans and other Obligations in full and Cash Collateralization of all L/C Obligations on the date ninety (90) days after the effective date of such reduction in the

     Moody’s Debt Rating and S&P Debt Rating.

     (b)            Availability .  Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, if at any time either the Moody’s Debt Rating is reduced

     to lower than Aa3 or the S&P Debt Rating is reduced to lower than AA-, then the Borrower shall not be permitted to request, and the Lenders shall not be obligated to make,

     any new Credit Extensions (although the Borrower shall be permitted to continue and convert existing Loans); provided that so long as the Required Lenders have not delivered

     the Termination Notice to the Borrower, the Borrower shall be permitted to request, and the Lenders shall be obligated to make, new Credit Extensions upon the occurrence of one

     of the following: (i) the Moody’s Debt Rating is raised to Aa3 or higher and the S&P Debt Rating is raised to AA- or higher or (ii) the Required Lenders consent to the Borrower

     making new Credit Extensions.

2.06                       Repayment of Loans .

The Borrower shall repay to the Administrative Agent, for the account of the Lenders, on the Maturity Date the aggregate principal amount of all Loans outstanding on such date.

2.07                       Interest .

     (a)           Subject to the provisions of subsection (b) below, (i) each LIBOR Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate

     per annum equal to the sum of  (A) the LIBOR Rate for such Interest Period plus (B) the Applicable Rate plus (C) the applicable Liquidity Premium; and (ii) each Base Rate Loan

     shall bear interest on the outstanding principal amount thereof from  the applicable borrowing date at a rate per annum equal to the sum of (A) the Base Rate plus (B) the

     Applicable Rate plus (C) the applicable Liquidity Premium.

     (b)           (i)           If any amount payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity,

        by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent

              permitted by applicable Laws.

     (ii)           Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations

    hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

     (iii)           Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

     (c)           Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.  Interest

     hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any

     Debtor Relief Law.

2.08                       Commitment Fee .

The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a commitment fee (the “ Commitment Fee ”) equal to the

     products of the (1) Applicable Rate times (ii) the actual daily amount by which the Aggregate Commitments exceed the Total Revolving Outstandings. The Commitment Fee shall accrue at all

     times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable in arrears on the first Business

     Day of each calendar month, commencing with the first such date to occur after the Closing Date, and on the Maturity Date; provided that (A) no commitment fee shall accrue on any

     Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any commitment fee accrued with respect to the Commitment of a Defaulting Lender during

     the period prior to the time such Lender became a Defaultin