Exhibit 10.7
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.
VOID WALK AWAY AGREEMENT
THIS AGREEMENT is effective as of the date it is executed by the last party to execute it and is made and
entered into among MEMPHIS LIGHT, GAS AND WATER DIVISION (“Board”), acting for itself and on
behalf of the CITY OF MEMPHIS, TENNESSEE (“Municipality”), a municipal corporation created and existing
under and by virtue of the laws of the State of Tennessee, and TENNESSEE VALLEY AUTHORITY (“TVA”),
a corporation created and existing under and by virtue of the Tennessee Valley Authority Act of 1933, as it exists
on the date of execution of this agreement;
WITNESSETH;
WHEREAS, TVA and Board have entered into a Commitment Agreement dated November 19, 2003 and
Supplement No. 95 dated November 19, 2003 to their Power Contract TV-65726A, dated December 26,
1984; and
WHEREAS, the Commitment Agreement and Supplement No. 95 are subject to certain conditions precedent
prior to their becoming effective; and
WHEREAS, those conditions precedent have now been satisfied;
NOW, THEREFORE, for and in consideration of the premises and of the mutual agreements set forth below,
and subject to the provisions of the Tennessee Valley Authority Act of