0000950144-06-011558 Sample Contracts

SPRING MATURITY CREDIT AGREEMENT Dated as of May 17, 2006 Among TENNESSEE VALLEY AUTHORITY, as the Borrower BANK OF AMERICA, N.A., as Administrative Agent BANK OF AMERICA, N.A., as a Lender and THE OTHER LENDERS PARTY HERETO
Credit Agreement • December 15th, 2006 • Tennessee Valley Authority • Tennessee

This SPRING MATURITY CREDIT AGREEMENT is entered into as of May 17, 2006 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.

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DEFERRAL AGREEMENT Karl W. Singer
Deferral Agreement • December 15th, 2006 • Tennessee Valley Authority

The TVA Board of Directors has approved your participation in TVA’s Long-Term Deferred Compensation Plan (Plan) under the following terms:

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DEFERRAL AGREEMENT Ashok S. Bhatnagar
Deferral Agreement • December 15th, 2006 • Tennessee Valley Authority

The TVA Board of Directors has approved your participation in TVA’s Long-Term Deferred Compensation Plan (Plan) under the following terms:

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Contract
Selling Group Agreement • December 15th, 2006 • Tennessee Valley Authority • New York

This Discount Notes Selling Group Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Tennessee Valley Authority. The representations and warranties of the parties in this Discount Notes Selling Group Agreement were made to, and solely for the benefit of, the other parties to this Discount Notes Selling Group Agreement. The assertions embodied in the representations and warranties may be qualified by information included in schedules, exhibits or other materials exchanged by the parties that may modify or create exceptions to the representations and warranties. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

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Contract
Commitment Agreement • December 15th, 2006 • Tennessee Valley Authority

This Commitment Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Tennessee Valley Authority. The representations and warranties of the parties in this Commitment Agreement were made to, and solely for the benefit of, the other parties to this Commitment Agreement. The assertions embodied in the representations and warranties may be qualified by information included in schedules, exhibits or other materials exchanged by the parties that may modify or create exceptions to the representations and warranties. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

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Contract
Tennessee Valley Authority • December 15th, 2006

This Void Walk Away Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Tennessee Valley Authority. The representations and warranties of the parties in this Void Walk Away Agreement were made to, and solely for the benefit of, the other parties to this Void Walk Away Agreement. The assertions embodied in the representations and warranties may be qualified by information included in schedules, exhibits or other materials exchanged by the parties that may modify or create exceptions to the representations and warranties. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

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DEFERRAL AGREEMENT Ashok S. Bhatnagar
Deferral Agreement • December 15th, 2006 • Tennessee Valley Authority

The TVA Board of Directors has approved your participation in TVA’s Long-Term Deferred Compensation Plan (Plan) under the following terms:

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DEFERRAL AGREEMENT Joseph R. Bynum
Deferral Agreement • December 15th, 2006 • Tennessee Valley Authority

The TVA Board of Directors has approved your participation in TVA’s Long-Term Deferred Compensation Plan (Plan) under the following terms:

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DEFERRAL AGREEMENT Tommy D. Kilgore
Deferral Agreement • December 15th, 2006 • Tennessee Valley Authority

The TVA Board of Directors has approved your participation in TVA’s Long-Term Deferred Compensation Plan (Plan) under the following terms:

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Head Lease Agreement (A1) Dated as of September 26, 2003 between Tennessee Valley Authority, as Head Lessor and NVG Network I Statutory Trust, as Head Lessee Lease OF Control, Monitoring and Data ANALYSIS NETWORK
Head Lease Agreement • December 15th, 2006 • Tennessee Valley Authority • New York

This HEAD LEASE AGREEMENT (A1), dated as of September 26, 2003 (this “Head Lease”), between TENNESSEE VALLEY AUTHORITY, a wholly owned corporate agency and instrumentality of the United States (the “Head Lessor”), and NVG NETWORK I STATUTORY TRUST, a Delaware statutory trust (together with its successors and permitted assigns, the “Head Lessee”).

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NETWORK LEASE AGREEMENT (A1) Dated as of September 26, 2003 between NVG NETWORK I STATUTORY TRUST, as Owner Lessor and Tennessee Valley Authority, as Lessee Lease of Control, Monitoring and Data Analysis Network
Network Lease Agreement • December 15th, 2006 • Tennessee Valley Authority

This NETWORK LEASE AGREEMENT (A1), dated as of September 26, 2003 (this “Network Lease”), between NVG NETWORK I STATUTORY TRUST, a Delaware statutory trust (the “Owner Lessor”), and TENNESSEE VALLEY AUTHORITY, a wholly owned corporate agency and instrumentality of the United States (the “Lessee” or “TVA”).

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PARTICIPATION AGREEMENT (A1) Dated as of September 22, 2003 among TENNESSEE VALLEY AUTHORITY, NVG NETWORK I STATUTORY TRUST, WELLS FARGO DELAWARE TRUST COMPANY, not in its individual capacity, except to the extent expressly provided herein, but as...
Participation Agreement • December 15th, 2006 • Tennessee Valley Authority

This PARTICIPATION AGREEMENT (Al), dated as of September 22, 2003 (this “Participation Agreement” or this “Agreement”), among (i) TENNESSEE VALLEY AUTHORITY, a wholly owned corporate agency and Instrumentality of the United States (“TVA”), (ii) NVG NETWORK. I STATUTORY TRUST, a Delaware statutory trust (herein, together with its successors and permitted assigns, the “Owner Lessor”), (iii) WELLS FARGO DELAWARE TRUST COMPANY, a Delaware limited purpose trust company, not in its individual capacity, except to the extent expressly provided herein, but as trustee under the Trust Agreement (herein in its capacity as trustee under the Trust Agreement, the “Owner Trustee.” and herein in its individual capacity, the “Trust_Company”), (iv) WACHOVIA MORTGAGE CORPORATION, a North Carolina corporation (the “Owner Participant”), (v) WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, except to the extent expressly provided herein, but as trustee under the Lease

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Contract
Selling Agent Agreement • December 15th, 2006 • Tennessee Valley Authority • New York

This Electronotes® Selling Agent Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Tennessee Valley Authority. The representations and warranties of the parties in this Electronotes® Selling Agent Agreement were made to, and solely for the benefit of, the other parties to this Electronotes® Selling Agent Agreement. The assertions embodied in the representations and warranties may be qualified by information included in schedules, exhibits or other materials exchanged by the parties that may modify or create exceptions to the representations and warranties. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts at the time they were made or otherwise.

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Leasehold Security Agreement (A1) Dated as of September 26, 2003 made by NVG Network I Statutory Trust, as the Debtor to Tennessee Valley Authority, as the Secured Party Lease of Control, Monitoring and Data Analysis Network
Leasehold Security Agreement • December 15th, 2006 • Tennessee Valley Authority

This LEASEHOLD SECURITY AGREEMENT (A1) (this “Security Agreement”) dated as of September 26, 2003, made by NVG NETWORK I STATUTORY TRUST, a Delaware statutory trust (together with its successors and permitted assigns, the “Debtor” or “Owner Lessor”), to TENNESSEE VALLEY AUTHORITY, a wholly owned corporate agency and instrumentality of the United States (in such capacity, the “Secured Party” or “TVA”).

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DEFERRAL AGREEMENT Karl W. Singer
Deferral Agreement • December 15th, 2006 • Tennessee Valley Authority

The TVA Board of Directors has approved your participation in TVA’s Long-Term Deferred Compensation Plan (Plan) under the following terms:

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