Exhibit 10(AC)Purchase and Sale Agreement

 
EXHIBIT 10(AC)  


EXECUTION
VERSION














 














 














 














	
  PURCHASE
  AND SALE AGREEMENT

 

  
	
  by and
  between

 

  
	
  PERRYVILLE
  ENERGY PARTNERS, L.L.C.

 

  
	
  And

 

  
	
  ENTERGY
  LOUISIANA, INC.

 

  
	
  Dated as of
  January 28, 2004

 

   

   

   

   

   

   

   

   

  















 



EXECUTION VERSION


Table of Contents


Page


	

ARTICLE 1       
DEFINITIONS


    	

 1


    
	

       
Section 1.1      Certain Defined Terms 


    	

 1


    
	

       
Section 1.2      Certain Interpretive Matters


    	

 20


    
	

ARTICLE 2       
PURCHASE AND SALE


    	

 21


    
	

       
Section 2.1      Purchased Assets


    	

 21


    
	

       
Section 2.2      Excluded Assets 


    	

 22


    
	

       
Section 2.3      Assumption of Liabilities


    	

 24


    
	

       
Section 2.4      Excluded Liabilities


    	

 24


    
	

       
Section 2.5      Assignability and
Consents


    	

 27


    
	

ARTICLE 3       
CLOSING; PURCHASE PRICE


    	

 28


    
	

       
Section 3.1      Closing 


    	

 28


    
	

       
Section 3.2      Initial Purchase Price


    	

 30


    
	

       
Section 3.3      Adjustments to Initial Purchase Price


    	

 30


    
	

       
Section 3.4      Prorations


    	

 30


    
	

       
Section 3.5      Procedures for Closing Adjustments


    	

 31


    
	

Section 3.6   
Procedures for Certain Purchase Price Adjustments


    	

 32


    
	

       
Section 3.7      Allocation of Purchase Price


    	

 33


    
	

ARTICLE 4       
REPRESENTATIONS AND WARRANTIES OF SELLER


    	

 33


    
	

       
Section 4.1      Organization and Existence


    	

 34


    
	

       
Section 4.2      Execution, Delivery and Enforceability 


    	

 34


    
	

       
Section 4.3      No Violation 


    	

 34


    
	

       
Section 4.4      Compliance with Laws 


    	

 35


    
	

       
Section 4.5      Permits


    	

 35


    
	

       
Section 4.6      Litigation


    	

 35


    
	

       
Section 4.7      Material Contracts 


    	

 36


    
	

       
Section 4.8      Purchased Project Contracts


    	

 36


    
	

       
Section 4.9      Movable Property


    	

 36


    
	

       
Section 4.10    Immovable Property 


    	

 36


    
	

       
Section 4.11    Leased Immovable and Movable Property


    	

 37


    



  -i-









EXECUTION VERSION


Table of Contents


(continued)


Page


	

       
Section 4.12    Sufficiency of Purchased Assets


    	

37


    
	

       
Section 4.13    Intellectual Property


    	

37


    
	

       
Section 4.14    Brokers


    	

37


    
	

       
Section 4.15    Environmental Matters


    	

37


    
	

       
Section 4.16    Tax Matters


    	

39


    
	

       
Section 4.17    Employee Matters


    	

40


    
	

       
Section 4.18    Employee Benefit Plans


    	

40


    
	

       
Section 4.19    Regulatory Status


    	

41


    
	

       
Section 4.20    Full Disclosure


    	

41


    
	

       
Section 4.21    Financial Information


    	

41


    
	

       
Section 4.22    Accuracy of Information


    	

41


    
	

       
Section 4.23    WARN Act


    	

42


    
	

ARTICLE 5       
REPRESENTATIONS AND WARRANTIES OF PURCHASER


    	

42


    
	

       
Section 5.       Organization and Existence


    	

42


    
	

       
Section 5.2      Execution, Delivery and Enforceability


    	

42


    
	

       
Section 5.3      No Violation


    	

42


    
	

       
Section 5.4      Litigation


    	

43


    
	

       
Section 5.5      Brokers


    	

43


    
	

       
Section 5.6      Financial Statements


    	

44


    
	

       
Section 5.7      No Other Representations and
Warranties


    	

44


    
	

ARTICLE 6       
COVENANTS OF EACH PARTY


    	

44


    
	

       
Section 6.1     Efforts to Close


    	

44


    
	

       
Section 6.2     Expenses


    	

45


    
	

       
Section 6.3     Updating


    	

45


    
	

       
Section 6.4     Conduct Pending Closing


    	

46


    
	

       
Section 6.5     Bankruptcy Actions


    	

48


    
	

       
Section 6.6     Bidding Procedures


    	

50


    
	

       
Section 6.7     Regulatory Approvals


    	

50


    
	

       
Section 6.8     Assignment of Contracts


    	

52


    








  -ii-









EXECUTION VERSION


Table of Contents


(continued)


Page


	

       
Section 6.9      Cure of Defaults


    	

52


    
	

       
Section 6.10    Adequate Assurances Regarding Purchased Project
Contracts


    	

52


    
	

       
Section 6.11    Performance Under Contracts


    	

53


    
	

       
Section 6.12    Tax Matters


    	

53


    
	

       
Section 6.13    Risk of Loss


    	

55


    
	

       
Section 6.14    Insurance


    	

55


    
	

       
Section 6.15    Post Closing - Further Assurances


    	

56


    
	

       
Section 6.16    Information and Records


    	

56


    
	

       
Section 6.17    Use of Cleco Marks


    	

58


    
	

       
Section 6.18    Employee Matters


    	

58


    
	

       
Section 6.19    Additional Covenants of Purchaser


    	

59


    
	

       
Section 6.20    Additional Covenants of Seller


    	

59


    
	

       
Section 6.21    Waiver of Implied Warranties


    	

60


    
	

       
Section 6.22    Limitations on Solicitation of Alternative
Transactions


    	

60


    
	

ARTICLE 7       
INDEMNIFICATION


    	

61


    
	

       
Section 7.1      Indemnification by Seller


    	

61


    
	

       
Section 7.2      Indemnification by Purchaser


    	

63


    
	

       
Section 7.3      Notice of Claim


    	

64


    
	

       
Section 7.4      Defense of Third Party Claims


    	

64


    
	

       
Section 7.6      Mitigation and Limitation of Claims


    	

65


    
	

       
Section 7.7      After-Tax Basis


    	

65


    
	

       
Section 7.8      Specific Performance


    	

66


    
	

       
Section 7.9      Exclusivity


    	

66


    
	

ARTICLE 8       
PURCHASER'S CONDITIONS TO CLOSING


    	

66


    
	

       
Section 8.1      Compliance with Provisions


    	

66


    
	

       
Section 8.2      HSR Act


    	

66


    
	

       
Section 8.3      No Restraint


    	

66


    
	

       
Section 8.4      Required Regulatory Approvals and
Consents


    	

67


    








  -iii-









EXECUTION VERSION


Table of Contents


(continued)


                                                       Page   


	

 Section 8.5      Representations and
Warranties


    	

67


    
	

        Section 8.6      Officer's
Certificate


    	

67


    
	

        Section 8.7      Title Insurance


    	

68


    
	

        Section 8.8      Material Adverse
Effect


    	

68


    
	

        Section 8.9      No
Termination


    	

68


    
	

        Section 8.10    Pre-Closing Environmental Assessment and Due
Diligence


    	

68


    
	

        Section 8.11    [Intentionally
omitted]


    	

68


    
	

        Section 8.12   
Warranties


    	

68


    
	

        Section
8.13    LTSAs


    	

69


    
	

        Section 8.14    No
Condemnation


    	

69


    
	

        Section 8.15    No Unrepaired
Casualty


    	

69


    
	

        Section 8.16    Evidence of
Cure


    	

69


    
	

        Section 8.17    Termination of Servitude


    	

69


    
	

        Section 8.18   
Inspection


    	

69


    
	

        Section 8.19    Entry of Orders By Bankruptcy
Court


    	

69


    
	

        Section 8.20    Assignment of Purchased Project
Contracts


    	

70


    
	

        Section 8.21    Receipt of Other
Documents


    	

70


    
	

        Section 8.22   
Consumables


    	

71


    
	

ARTICLE 9        SELLER'S CONDITIONS TO
CLOSING


    	

71


    
	

        Section 9.1      Compliance with
Provisions


    	

71


    
	

        Section
9.2      HSR
Act


    	

71


    
	

        Section 9.3      No
Restraint


    	

71


    
	

        Section 9.4      Required Regulatory Approvals and
Consents


    	

72


    
	

        Section 9.5      Representations and
Warranties


    	

72


    
	

        Section 9.6      Officer's
Certificate


    	

72


    
	

        Section 9.7      No
Termination


    	

72


    
	

        Section
9.8      LTSAs


    	

72


    
	

        Section 9.9      Entry of Orders By Bankruptcy
Court


    	

72


    
	

        Section 9.10    Receipt of Other
Documents


    	

73


    



-iv-









EXECUTION VERSION


Table of Contents


(continued)


Page


	

ARTICLE 10        TERMINATION


    	

73


    
	

        Section 10.1    Rights to
Terminate


    	

73


    
	

        Section 10.2    Effect of
Termination


    	

75


    
	

        Section 10.3    Liquidated
Damages


    	

76


    
	

ARTICLE 11        GENERAL
PROVISIONS


    	

76


    
	

        Section 11.1    Entire Document


    	

76


    
	

        Section 11.2   
Schedules


    	

77


    
	

Section 11.3   
Counterparts


    	

77


    
	

        Section 11.4   
Severability


    	

77


    
	

        Section 11.5   
Assignment


    	

77


    
	

        Section 11.6   
Captions


    	

77


    
	

        Section 11.7    Governing
Law


    	

77


    
	

        Section 11.8    Dispute Resolution


    	

78


    
	

       
Section 11.9    Notices


    	

79


    
	

        Section 11.10  No Third Party
Beneficiaries


    	

81


    
	

        Section
11.11  No Joint
Venture


    	

81


    
	

        Section 11.12  Construction of
Agreement


    	

81


    
	

        Section
11.13  Waiver of Compliance


    	

81


    
	

        Section 11.14  Survival; Right to Indemnification Not Affected
by
Knowledge


    	

82


    


-v-





EXECUTION VERSION


                                                    
   EXHIBITS AND SCHEDULES


	
  Item

  	
  Description

  
	
  Exhibit
  A

  	
  Form
  of Assignment and Assumption Agreement

  
	
  Exhibit
  B

  	
  Form
  of Bill of Sale

  
	
  Exhibit
  C

  	
  Form
  of Act of Cash Sale

  
	
  Exhibit
  D-1

  	
  CCGT
  LTSA Substitute Agreement

  
	
  Exhibit
  D-2

  	
  CCGT
  LTSA Termination Agreement

  
	
  Exhibit
  D-3

  	
  CT
  LTSA Substitute Agreement

  
	
  Exhibit
  D-4

  	
  CT
  LTSA Termination Agreement

  
	
  Exhibit
  E

  	
  Continuing
  Guaranty

  
	
  Exhibit
  F

  	
  Interim
  Power Purchase Agreement

  
	
  Exhibit
  G

  	
  Parts
  Title and Indemnity Agreement

  
	
  Exhibit
  H

  	
  Form
  of Bidding Procedures Order

  
	
  Exhibit
  I

  	
  Form
  of Approval Order

  
	
  Exhibit
  J

  	
  Form
  of Notice of Renunciation and Indemnity

  
	
  Schedule
  1.1A

  	
  Cap
  Ex/O&M Budget; Form of Monthly Financial Report

  
	
  Schedule
  1.1B 

  	
  Persons
  With Seller's Knowledge

  
	
  Schedule
  1.1C

  	
  Persons
  With Purchaser's Knowledge

  
	
  Schedule
  1.1D

  	
  [Intentionally
  omitted]

  
	
  Schedule
  1.1E

  	
  Certain
  Permitted Encumbrances

  
	
  Schedule
  1.1F

  	
  Preliminary
  Title Commitment

  
	
  Schedule
  1.1G

  	
  Purchaser's
  Required Consents

  
	
  Schedule
  1.1H

  	
  Purchaser's
  Required Regulatory Approvals

  
	
  Schedule
  1.1I

  	
  [Intentionally
  omitted]

  
	
  Schedule
  1.1J

  	
  Seller's
  Required Consents

  
	
  Schedule
  1.1K

  	
  Seller's
  Required Regulatory Approvals

  
	
  Schedule
  2.1(a)

  	
  Owned
  Immovable Property

  
	
  Schedule
  2.1(b)

  	
  Leased
  Immovable Property

  
	
  Schedule
  2.1(c)

  	
  Tangible
  Movable Property

  
	
  Schedule
  2.1(d)

  	
  Purchased
  Inventory; Form of Inventory Report

  
	
  Schedule
  2.1(e)

  	
  Purchased
  Project Contracts

  
	
  Schedule
  2.1(f)

  	
  Permits

  






-vi-





 EXECUTION VERSION


 


	
  Item
	
  Description

	
  Schedule
  2.1(g)

  	
  Certain
  Books and Records

  
	
  Schedule
  2.1(h)

  	
  Warranties

  
	
  Schedule
  2.1(i)

  	
  Claims
  and Causes of Action

  
	
  Schedule
  2.1(j)

  	
  Prepaid
  Items

  
	
  Schedule
  2.2(b)

  	
  Specified
  Excluded Assets

  
	
  Schedule
  2.2(c)

  	
  Specified
  Excluded Contracts

  
	
  Schedule
  2.2(j)

  	
  Cleco
  Marks

  
	
  Schedule
  3.7

  	
  Allocation

  
	
  Schedule
  4.4

  	
  Compliance
  With Laws

  
	
  Schedule
  4.5

  	
  Certain
  Permit Matters

  
	
  Schedule
  4.6

  	
  Litigation

  
	
  Schedule
  4.7

  	
  Material
  Contracts

  
	
  Schedule
  4.8

  	
  Purchased
  Project Contract Matters

  
	
  Schedule
  4.10

  	
  Owned
  Immovable Property

  
	
  Schedule
  4.11

  	
  Leased
  Immovable and Movable Property

  
	
  Schedule
  4.13

  	
  Intellectual
  Property

  
	
  Schedule
  4.15(a)

  	
  Hazardous
  Substances; Environmental Conditions

  
	
  Schedule
  4.15(b)

  	
  Compliance
  with Environmental Laws

  
	
  Schedule
  4.15(c)

  	
  Asbestos

  
	
  Schedule
  4.15(d)

  	
  Environmental
  Reports

  
	
  Schedule
  4.15(f)

  	
  Environmental
  Permit Matters

  
	
  Schedule
  4.15(g)

  	
  Environmental
  Insurance Policies

  
	
  Schedule
  4.15(h)

  	
  Remediation
  of Environmental Conditions

  
	
  Schedule
  4.15(i)

  	
  Emissions
  Allowances Rights

  
	
  Schedule
  4.16

  	
  Tax
  Matters

  
	
  Schedule
  4.18(a)

  	
  Employee
  Benefit Plans

  
	
  Schedule
  4.22

  	
  Adverse
  Change to Purchased Assets

  
	
  Schedule
  6.4

  	
  Exceptions
  to Conduct Pending Closing

  
	
  Schedule
  8.7

  	
  Certain
  Title Insurance Exceptions

  






-vii-





EXECUTION VERSION


PURCHASE AND SALE AGREEMENT


    THIS PURCHASE AND SALE AGREEMENT, dated as of January 28,
2004, is made and entered into by and between Perryville Energy Partners,
L.L.C., a limited liability company organized and existing under the laws of
the State of Delaware ("Seller"), and Entergy Louisiana, Inc.,
a corporation organized and existing under the laws of the State of Louisiana
("Purchaser").


RECITALS


 


    A.        Seller owns
the Project (such term and all other capitalized terms used and not otherwise
defined in these Recitals have the meaning ascribed in 0).


    B.        Seller
desires to sell and assign, and cause the Assigning Affiliates to sell and
assign, to Purchaser, and Purchaser desires to purchase and assume from Seller
and the Assigning Affiliates, respectively, all of Seller's and the Assigning
Affiliates' right, title and interest in, to and under the Project and certain
properties and assets associated therewith or ancillary thereto, on the terms
and subject to the conditions hereinafter set forth.


    C.        Seller and
Purchaser are entering into this Agreement to evidence their respective duties,
obligations and responsibilities in respect of the purchase and sale and
related transactions contemplated by this Agreement and the Ancillary
Agreements (collectively, the "Transactions").


    D.        Seller has
filed a voluntary petition initiating a case under chapter 11 of the Bankruptcy
Code in the Bankruptcy Court (the "Case") and intends that the
Transactions shall be implemented through the filing of a motion for the sale
of the Purchased Assets pursuant to Sections 363 and 365 of the Bankruptcy
Code in accordance with the terms of this Agreement, in which case the
consummation of the Transactions shall be subject to the entry by the
Bankruptcy Court of the Approval Order, approving the Transactions.


    E.         Until
the Closing, Seller intends to continue in the management and possession of its
properties as a debtor in possession in the Case pursuant to
Sections 1107(a) and 1108 of the Bankruptcy Code and subject to the terms
and conditions of this Agreement.


    NOW, THEREFORE, in consideration of the foregoing recitals
and the agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, do hereby agree as follows:


ARTICLE 1




DEFINITIONS


    Section 1.1      Certain
Defined Terms.  The following terms when used in this Agreement (or in
the Schedules and Exhibits to this Agreement) with initial letters capitalized
have the meaning ascribed below:


-1-





EXECUTION VERSION


    "AAA" has the meaning set forth in Section
11.8(c).


    "Accepted Electrical Practices" means
those practices, methods and acts engaged in or approved by a significant
portion of the electric utility industry during the relevant time period, or
any of the practices, methods and acts which, in the exercise of reasonable
judgment and in light of the facts known at the time a decision is made, could
have been expected to accomplish a desired result at reasonable cost consistent
with good business practices, reliability, safety and expedition. 
Accepted Electrical Practices are not intended to be limited to the optimum
practices, methods or acts to the exclusion of others, but rather to those
practices, methods and acts generally accepted or approved by a significant
portion of the electric utility industry in the relevant region, during the
relevant time period, as described in the immediately preceding sentence.


    "Acquisition Proposal" means a proposal
involving any Person other than Purchaser or any of its Affiliates and Seller
or any of its Affiliates and relating to any merger, consolidation, business
combination, sale of all or substantially all of Seller's assets, sale of
equity interests or any restructuring, recapitalization, investment, or similar
transaction (whether through a plan of reorganization or otherwise) involving
Seller or any significant portion of the Purchased Assets, the Project or the
Business.


    "Adjustment Sections" has the meaning set
forth in Section 3.3(a).


    "Affiliate" means, with respect to any
specified Person, any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person.  For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"),
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise.


    "After-Tax Basis" means on a basis that
will make the Indemnitee economically whole after
taking into account the combined Taxes that the Indemnitee
must pay on account of (i) incurring the loss giving
rise to an indemnity payment and (ii) receiving such indemnity payment. 
In case of an indemnity payment subject to Income Tax, the highest Statutory
Rate will be used to determine the After-Tax Basis.


    "Agreement" means this Purchase and Sale
Agreement, together with the Schedules and Exhibits hereto.


    "Allocation" has the meaning set forth in
Section 3.7.


    "Alternative Transaction" means any
transaction or transactions not resulting in the sale of the Purchased Assets
to Purchaser or to a Qualifying Bidder (as defined in the Bidding Procedures
Order) pursuant to the terms of this Agreement and the Bidding Procedures
Order, regardless of form, and shall include, without limitation, a
Recapitalization or any plan of reorganization of Seller.


-2-





EXECUTION VERSION


    "Ancillary Agreements" means (i) the Guaranty, (ii) the Bill of Sale, (iii) the
Assignment and Assumption Agreement, (iv) the Cash Sale, (v) the CCGT LTSA
Substitute Agreement, (vi) the CCGT LTSA Termination Agreement,
(vii) the CT LTSA Substitute Agreement, (viii) the CT LTSA
Termination Agreement, (ix) the Interim Power Purchase Agreement, (x) the Parts
Title and Indemnity Agreement, (xi) the Notice of Renunciation and
Indemnity and (xi) any additional agreements and instruments of sale,
transfer, conveyance, assignment and assumption that may be executed and
delivered by any Party or any Affiliate thereof at the Closing, if any.


    "Approval Order" has the meaning set
forth in Section 6.5(a)


    "Assigning Affiliate" means Guarantor,
CGS, Cleco Midstream or any other Affiliate of Seller that is a party to any
Purchased Project Contract or has any right, title or interest in, to, or under
the Project or any assets owned, held or used primarily in connection with the
Business, as the case may be.


    "Assignment and Assumption Agreement"
means, collectively, the Assignment and Assumption Agreements, each
substantially in the form of Exhibit A, to be executed and delivered by
Seller, the applicable Assigning Affiliates and Purchaser at the Closing.


    "Assumed Liabilities" has the meaning set
forth in Section 2.3.


    "Avoidance Action" means any right,
remedy, claim, or cause of action, whether at law, in equity, or otherwise of
or on behalf of the Debtors arising under Chapter 5 of the Bankruptcy Code or
any other similar nonbankruptcy law.

    "Bankruptcy Code" means Title 11 of the
United States Code.


    "Bankruptcy Court" means the United
States Bankruptcy Court for the Western District of Louisiana or any other
court having jurisdiction over the Case from time to time.


    "Bidding Procedures" has the meaning set
forth in Section 6.6.


    "Bidding Procedures Order" has the
meaning set forth in Section 6.5(a).


    "Bill of Sale" means, collectively, (a)
the Bill of Sale providing for transfer with warranty of title and (b) the Bill
of Sale providing for transfer without warranty of title, each substantially in
the form of Exhibit B, to be executed and delivered by Seller and the
applicable Assigning Affiliates at the Closing.


    "Business" means the business of
generating, selling and delivering electric energy and providing Other
Associated Electric Products from the Project.


    "Business Day" means any day on which
Federal Reserve member banks in New York, New York are open for business; and a
Business Day shall commence at 8:00 a.m. and close at 5:00 p.m., local time, at
the location of each Party's principal place of business, or at such other
location as the context may require.


-3-





EXECUTION VERSION


    "Cap Ex/O&M Budget" means the budget
of ongoing expenditures for the operation and maintenance of, and capital
improvements to, the Project and the Project Site set forth in Schedule
1.1A.


    "Case" has the meaning set forth in the
Recitals.


    "Cash Sale" means one or more Acts of
Cash Sale, substantially in the form of Exhibit C, conveying each
of the Owned Immovable Properties included in the Purchased Assets, free and
clear of all Encumbrances other than Permitted Encumbrances, with legal
descriptions suitable for conveyance of such Owned Immovable Properties of
record, to be executed and delivered by Seller at the Closing.


    "CCGT LTSA" means that certain Amended
and Restated Long Term Service Agreement dated as of May 21, 2002, by and between
Seller and GEII.


    "CCGT LTSA Substitute Agreement" means
that certain Second Amended and Restated Long Term Service Agreement for
Combined Cycle Generating Units, dated January 27, 2004, between GEII and
Purchaser that was executed and delivered on or before the Effective Date and
that will become effective as of the Closing, a true and correct copy of which
is attached as Exhibit D-1.


    "CCGT LTSA Termination Agreement" means
that certain CCGT LTSA Termination Agreement, dated January 27, 2004, between
GEII and Seller that was executed and delivered on or before the Effective Date
and that will terminate the CCGT LTSA effective upon the Closing, a true and
correct copy of which is attached as Exhibit D-2.


    "CGS" means Cleco Generation Services
LLC, a Louisiana limited liability company.


    "Chapter 11 Expenses" means the costs
incurred and expenses paid or payable by Seller or any Affiliate in connection
with the administration of the Case, including, without limitation: (a) fees
and expenses related to any debtor-in-possession financing, (b) obligations to
pay professional and other fees and expenses in connection with the Case
(including, without limitation, fees of attorneys, accountants, investment
bankers, financial advisors, noticing agents, and consultants retained by
Seller or any Affiliate thereof, any creditors' or equityholders'
committee, or any debtor-in-possession or pre-petition lender, and any
compensation for making a substantial contribution to the Case), (c) fees and
expenses payable to the United States Trustee or the Clerk of the Bankruptcy
Court under Section 1930 of title 28, United States Code, and (d) expenses
of members of any creditors' or equity holders' committee.


    "Cleco Marks" means the name and mark
"Cleco" and any trademark, trade name or service mark related
thereto owned by Seller or Guarantor.


    "Cleco Midstream" means Cleco Midstream
Resources, LLC, a Louisiana limited liability company.


    "Closing" has the meaning set forth in Section
3.1.


    "Closing Adjustment" has the meaning set
forth in Section 3.5(a).


-4-





EXECUTION VERSION


    "Closing Date" has the meaning set forth
in Section 3.1.


    "Closing Inventory Report" means an
Inventory Report dated as of the Closing Date.


    "COBRA" means the Consolidated Omnibus
Budget Reconciliation Act of 1986.


    "Code" means the Internal Revenue Code of
1986, as amended.  All citations to the Code, or the Treasury Regulations
promulgated thereunder, shall include, any amendments
or any substitute provisions thereto.


    "Collective Bargaining Agreement" means
any agreement between an employer or a group of employers and a designated
bargaining representative for employees concerning certain terms and conditions
of employment.


    "Commercially Reasonable Efforts" means
efforts which are reasonably within the contemplation of the Parties at the
time of entering into this Agreement and which do not require the performing
Party to expend funds or incur obligations other than expenditures which are
customary and reasonable in transactions of the kind and nature contemplated by
this Agreement in order for the performing Party to satisfy its obligations
hereunder.


    "Confidentiality Agreement" means that
certain Confidentiality Agreement, dated as of May 1, 2003, entered into
by and among ESI, MAEM and Seller.


    "Construction and Term Loan Agreement"
has the meaning set forth in the definition of "Senior Loan
Documents" in this 0.


    "Consumables" means any and all of the
following items intended to be used or consumed at the Project in the ordinary
course of the conduct of the Business:  lubricants, chemicals, fluids,
lubricating oils, supplies, filters, fittings, connectors, seals, gaskets,
hardware, wire and other similar materials; maintenance, shop and office
supplies; and all associated materials, supplies, software and other goods and
other similar items of movable property.


    "CT LTSA" means that certain Long Term
Service Agreement for Single Peaking Unit, dated January 31, 2000, by and
between Seller, as assignee of Southern Energy, Inc. and GEII.


    "CT LTSA Substitute Agreement" means that
certain Restated Long Term Service Agreement for single Peaking Unit, dated
January 27, 2004, between GEII and Purchaser that was executed and delivered on
or before the Effective Date and that will become effective upon the Closing, a
true and correct copy of which is attached hereto as Exhibit D-3.


    "CT LTSA Termination Agreement" means
that certain CT LTSA Termination Agreement, dated January 27, 2004, between
GEII and Seller that was executed and delivered on or before the Effective Date
and that will terminate the CT LTSA effective upon the Closing, a true and
correct copy of which is attached as Exhibit D-4.


    "Damaged Portion"
has the meaning set forth in Section 6.13(c).


-5-





EXECUTION VERSION


    "Debt" of
any specified Person means: (a) any and all liabilities and obligations of any
Person (i) for borrowed money (and any
refinancing thereof, including the current portion thereof), (ii) under or
related to any reimbursement obligation relating to a letter of credit,
bankers' acceptance or note purchase facility, (iii) evidenced by a bond,
note, debenture or similar instrument (including a purchase money obligation),
(iv) for the payment of money relating to a lease or instrument that is
required to be classified as a capitalized/finance lease obligation in
accordance with GAAP, (v) for all or any part of the deferred purchase
price of property or services (other than trade payables), (vi) under or
related to any DIP Arrangement, and (vii) under or related to any agreement
that is an interest rate swap agreement, basis swap, forward rate agreement,
commodity swap, commodity option, equity or equity index swap or option, bond
option, interest rate option, forward foreign exchange agreement, rate cap,
collar or floor agreement, currency swap agreement, cross-currency rate swap
agreement, swaption, currency option or other similar
agreement (including any option to enter into any of the foregoing), and (b)
any and all liabilities and obligations of others described in the preceding
clause (a) that such Person has guaranteed or that is recourse to such Person
or any of its assets or that is otherwise its legal liability or that is
secured in whole or in part by the assets of such Person.  For purposes of
this Agreement, Debt shall include any and all accrued interest, success fees,
prepayment premiums, make-whole premiums or penalties, and fees or expenses
(including, without limitation, attorneys' fees) associated with any Debt.


    "Dispute"
has the meaning set forth in Section 11.8(a).


    "DIP Arrangement"
means a debtor-in-possession financing facility or cash collateral arrangement
in the Case for Seller.


    "Effective Date"
means the date on which this Agreement has been executed and delivered by
Seller and Purchaser.


    "Emission Allowances"
means all authorizations to emit specified units of Hazardous Substances from
the Project or the Project Site, which units are established by a Governmental
Authority with jurisdiction over the Project or the Project Site under
Environmental Law, including without limitation under (i)
an air pollution control and emission reduction program designed to mitigate
global warming or interstate or intrastate transport of air pollutants, (ii) a
program designed to mitigate impairment of surface waters, watersheds, or
groundwater, or (iii) any pollution reduction program with a similar purpose,
in each case regardless of whether the Governmental Authority establishing such
authorizations designates such authorizations by a name other than
"allowances."


    "Employee"
means any Person who is considered by applicable Law or by Guarantor, Seller,
CGS or any of their Affiliates as an employee and who is employed in positions
at or, if employed at another location, who performs substantially all of his
or her work in support of, the Project.


    "Employee Plan"
has the meaning set forth in Section 2.2(d).


    "Encumbrances"
means any and all mortgages, pledges, claims, liens, security interests,
options, warrants, purchase rights, conditional and installment sales
agreements, easements, 


-6-





EXECUTION
VERSION


activity and use restrictions and limitations, exceptions,
rights-of-way, deed restrictions, defects or imperfections of title,
encumbrances and charges of any kind.


    "Entergy Operating Companies" means
Entergy Arkansas, Inc., Entergy Louisiana, Inc., Entergy Mississippi, Inc.,
Entergy Gulf States, Inc., and Entergy New Orleans, Inc.


    "Entergy Transmission System" means all
of the interconnected transmission facilities owned by the Entergy Operating
Companies.


    "Environment" means, without limitation,
any of the following media and any living organism or system supported by such
media: (a) land, including surface land, sub-surface strata, sea bed and
riverbed under water (as defined in clause (b) hereof) and any natural or
man-made structures; (b) water, including coastal and inland waters, navigable
waters, surface waters, ground waters, drinking water supplies and waters in
drains and sewers, surface and sub-surface strata; and (c) air, including
indoor and outdoor air and air within buildings and other man-made or natural
structure above or below ground.


    "Environmental Claim" means, without
limitation, any pending or threatened written or oral notice, claim, demand or
other communication by any Person alleging or asserting a Party's actual or
potential liability for investigation, response, investigation costs, cleanup
costs, compliance costs, enforcement costs, response costs, suits (whether in
law or in equity), defense costs, capital expenditures (whether incurred to
construct, alter, replace or modify any of the Purchased Assets as necessary
for a Party to perform its obligations under this Agreement or otherwise) or
the funding necessary therefor, actual damages,
consequential damages, punitive damages, claims for contribution or indemnity,
damages to natural resources or other property, personal injuries (including
those arising from or related to toxic torts), fines or penalties, based on or
resulting from, in whole or in part: (a) the presence or Release of any
Hazardous Substances at any location, whether or not on property owned by such
Person; (b) circumstances forming the basis of any violation, alleged violation
or legal obligation pursuant to any Environmental Law; or (c) claims for
Remediation or costs associated with Remediation.


    "Environmental Condition" means (a) the
presence or Release of a Hazardous Substance in the Environment except as
Released in compliance with all Environmental Laws with respect to the Project
or the Project Site (wherever migrating) for which there is an obligation by
Seller under Environmental Law to engage in any monitoring, investigation,
assessment, treatment, cleanup, containment, removal, mitigation, reporting,
response or restorative work, or concerning which a Governmental Authority with
jurisdiction over such matter has required or may require the foregoing
activities by Seller under Environment Laws, or (b) a violation of
Environmental Law by Seller, as addressed in clause (a), whether discovered or
not.


    "Environmental Consultant" means
Providence Engineering & Environmental Group LLC or such other
environmental consulting firm as shall be mutually acceptable to the Parties
and jointly retained by Seller and Purchaser for purposes of this Agreement.


"Environmental Laws" means all federal,
state and local civil and criminal statutes, regulations, rules, ordinances,
codes, decrees, judgments, or judicial or administrative orders or common law
relating to pollution or protection of the environment, natural resources or
human


-7-





EXECUTION VERSION


health and safety, as the same may be amended or adopted,
including, without limitation, laws relating to Releases of Hazardous
Substances or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, transport, disposal or handling of Hazardous Substances,
including, without limitation: the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; the Resource
Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water
Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42
U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49
U.S.C. § 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C.
§§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et
seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. §
11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through
300j; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the
Surface Mining Control and Reclamation Act of 1977, 30 U.S.C. § 1201 et
seq.; any similar laws of the State of Louisiana or of any other Governmental
Authority having jurisdiction over the Project or the Project Site.


    "Environmental Liabilities" means any
Environmental Loss of Seller which (i) arises under
or relates to any Environmental Condition or Environmental Claim, or (ii) is
attributable to actions occurring or conditions existing on or prior to the
Closing Date in violation of any Environmental Laws.


    "Environmental Loss" means, without
limitation, all liabilities, losses, claims, debts, assessments, deficiencies,
charges, demands, fines, penalties, costs, expenses, damages, natural resource
damages, reasonable fees and disbursements of counsel, costs of Remediation,
liens or other claims against property or improvements thereon for work, labor
or services performed with respect thereto or other obligations of any kind,
character or description (whether absolute, contingent, matured, liquidated, unliquidated, accrued, known, unknown, direct, indirect,
derivative or otherwise) and expressly including those related to an
indemnified Party's own negligence, pertaining or relating directly or
indirectly, in whole or in part, to an Environmental Claim or Environmental
Condition.


    "Environmental Permits" means any
federal, state or local permit, license, approval, consent or authorization
required by any Governmental Authority under or in connection with any
Environmental Law, and includes without limitation any and all orders, consent
orders or binding agreements issued or entered into by a Governmental Authority
under any applicable Environmental Law relating to the Project or the Project
Site.


    "Environmental Reports" means any
environmental audit, environmental risk assessment, environmental site
assessment or other investigation of Environmental Conditions at the Project or
the Project Site, whether prepared by or on behalf of Seller or in its
possession, custody or control.


    "ERISA" has the meaning set forth in Section
2.2(d).


    "ESI" means Entergy Services, Inc., a
Delaware corporation, as agent for one or more of the Entergy Operating
Companies, pursuant to that certain System Agreement, dated as of January 1,
2000, by and among said Entergy Services, Inc. and the Entergy Operating Companies.


    -8-





EXECUTION VERSION


    "Estimated
Closing Adjustment" has the meaning set forth in Section 3.5(a).


    "Estimated Closing Statement" has the
meaning set forth in Section 3.5(a).


    "EWG" has the meaning set forth in Section
4.19.


    "Excluded Assets" has the meaning set
forth in Section 2.2.


    "Excluded Design Liability" means an
Excluded Liability based in whole or in part on the design or construction of
the Purchased Assets, including the Project, to the extent arising after the
Closing Date.


    "Excluded Liabilities" has the meaning
set forth in Section 2.4.


    "FERC" means the Federal Energy
Regulatory Commission as established by the Department of Energy Organization
Act of 1977, 42 U.S.C. §7171, as amended, or its regulatory successor, as
applicable.


    "Final Allocation" has the meaning set
forth in Section 3.7.


    "Final Order" means an order of the
Bankruptcy Court or other court of competent jurisdiction: (a) as to which no
appeal or notice of appeal shall have been timely filed and no motion to amend
or make additional findings of fact, motion to alter or amend judgment, motion
for rehearing or motion for new trial, request for stay, motion or petition for
reconsideration, application or request for review, or other similar motion,
application, notice or request shall have been filed within the time for appeal
or notice of appeal (collectively, a "Challenge"), or, if
there has been a Challenge, it has been disposed of in a manner that upholds
and affirms the subject order in all respects without the possibility for any
further appeal therefrom; (b) as to which the time
for instituting or filing an appeal shall have expired; and (c) as to which no
stay is in effect.


    "GAAP" means United States generally
accepted accounting principles as in effect from time to time, applied on a
consistent basis.


    "GEII" means General Electric
International Inc., a Delaware corporation.


    "Governmental Authority" means any
federal, state, local, foreign or other government; any governmental,
regulatory or administrative agency, commission, body or other authority or
other governmental or political subdivision thereof exercising or entitled to
exercise any administrative, executive, judicial, legislative, police,
regulatory or taxing authority or power; any court or governmental tribunal;
but does not include Purchaser, Seller, any Affiliate of Purchaser or Seller,
or any of their respective successors in interest or any owner or operator of
the Project (if otherwise a Governmental Authority).


    "Guarantor" means Cleco Corporation, a
Louisiana corporation.


    -9-





EXECUTION VERSION


    "Guaranty" means that certain Continuing
Guaranty, that was executed by Guarantor and delivered by Seller to Purchaser
on or before the Effective Date, a true and correct copy of which is attached
as Exhibit E.


    "Hazardous Substances" means (a) any
petrochemical or petroleum products, oil or coal ash, radioactive materials,
radon gas, asbestos or asbestos-containing material, polychlorinated biphenyls
or transformers or other equipment that contains polychlorinated biphenyls,
lead-based paint, urea formaldehyde foam insulation, (b) any chemicals,
materials, substances or wastes which are defined or regulated as "hazardous
substances," "hazardous materials," "hazardous
constituents," "restricted hazardous materials,"
"extremely hazardous substances," "hazardous wastes,"
"extremely hazardous wastes" "restricted hazardous
wastes," "toxic substances," "toxic
pollutants," "toxic air pollutants," "pollutants,"
"contaminants" or words of similar meaning and regulatory
effect, including without limitation as the foregoing may be defined under any
Environmental Law and (c) any other chemicals, materials, wastes or substances,
the exposure to or treatment, storage, transportation, disposal or Release of
which is prohibited, limited or regulated by any Environmental Law.


    "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.


    "Immovable Property" means the Owned
Immovable Property and the Leased Immovable Property.


    "Income Tax" means any Tax imposed by any
Governmental Authority (i) based upon, measured by or
calculated with respect to gross or net income, profits or receipts (including
municipal gross receipt Taxes, capital gains Taxes and minimum Taxes) or (ii)
based upon, measured by or calculated with respect to multiple bases (including
corporate franchise Taxes) if one or more of such bases is described in clause
(i), in each case together with any interest,
penalties or additions attributable to such Tax.


    "Indemnifiable
Claim" has the meaning set forth in Section 7.6.


    "Indemnitee"
has the meaning set forth in Section 7.3.


    "Indemnitor"
has the meaning set forth in Section 7.3.


    "Independent Accounting Firm" means such independent
accounting firm as is mutually appointed by Seller and Purchaser for purposes
of this Agreement.


    "Independent Contractor" means any Person
working at or, providing services or consulting in any capacity or manner for
or related to the Project and who is considered under applicable Laws or by
Guarantor, Seller, CGS or any of their Affiliates as an independent contractor,
agent or consultant for the Guarantor, Seller, CGS or any of their Affiliates.


    "Initial Purchase Price" has the meaning
set forth in Section 3.2.


    "Intellectual Property Rights" has the
meaning set forth in Section 4.13.


    "Intercompany Arrangements" has the
meaning set forth in Section 2.2(l).


    -10-





EXECUTION VERSION


    "Interconnection
Facilities" means all structures, facilities, equipment, auxiliary
equipment, devices and apparatus directly or indirectly required and installed
to interconnect and deliver electric energy from the Project to the Delivery
Point (as such term may be defined in the relevant interconnection agreement)
and including, but not limited to, electric transmission and/or distribution lines, transformation, switching,
electric metering equipment, any other metering equipment, communications, and
safety equipment, including, but not limited to, equipment required to protect
(i) the electrical system to which the Project is
connected and its customers from faults occurring at the Project and (ii) the
Project from faults occurring on the electrical system to which the Project is
connected or on other electrical systems to which such electrical system is
directly or indirectly connected.


    "Interim Power Purchase Agreement" means
that certain Power Purchase Agreement, dated January 28, 2004, between Seller
and ESI, as agent for Purchaser and Entergy Gulf States, Inc., that was
executed and delivered on the Effective Date, a true and correct copy of which
is attached as Exhibit F.  


    "Inventory" means any and all of the
following items intended to be used or consumed at the Project in the ordinary
course of the conduct of the Business:  new, repaired or refurbished
equipment, components, assemblies, sub-assemblies and spare, replacement or
other parts; tools, special tools, equipment and other goods and other similar
items of movable property.


    "Inventory Report" shall mean an inventory
report prepared by Seller in the form set forth in Schedule 2.1(d).


    "Inventory Threshold" has the meaning set
forth in Section 3.3(b).


    "Inventory Value" has the meaning set
forth in Section 3.3(b).


    "Knowledge" or similar terms used in this
Agreement with respect to a Party means: (a) in the case of Seller, the extent
of the knowledge, as of the Effective Date (or, with respect to the certificate
delivered pursuant to Section 8.6, as of the date of delivery of the
certificate), of any individual who (i) is listed in Schedule
1.1B, (ii) is serving or has at any time since January
1, 2000 served as the chief executive officer, the chief financial
officer, the chief operating officer, the chief accounting officer, the chief
legal officer or general counsel of Seller or Guarantor, or as the plant
manager of the Project (or in any similar capacity), or (iii) is serving or has
at any time since January 1, 2000 served as any other duly elected officer of
Seller or any Affiliate of Seller or in any similar capacity or is an employee
or agent of Seller or any Affiliate of Seller who has actually participated in
the negotiation or review of this Agreement on Seller's behalf; and (b) in the
case of Purchaser, the extent of the knowledge, as of the Effective Date (or,
with respect to the certificate delivered pursuant to Section 9.6, the
date of delivery of the certificate), of any individual who (i) is listed in Schedule 1.1C, (ii) is serving
or has at any time since September 27, 2002 served as the chief executive
officer, the chief financial officer, the chief operating officer, the chief
accounting officer, the chief legal officer or general counsel of Purchaser, or
(iii) is serving or has at any time since September 27, 2002 served as any other
duly elected officer of Purchaser or any Affiliate of Purchaser or in any
similar capacity or is an employee or agent of Purchaser or any Affiliate of
Purchaser who has actually participated in the negotiation or review of this
Agreement on Purchaser's behalf.  For purposes of this definition, an
individual shall be 


-11-





EXECUTION VERSION


deemed to have "knowledge"
of a particular fact, circumstance or other matter if (x) such individual is or
at any time was actually aware of such fact, circumstance or other matter, or
(y) a prudent individual could reasonably be expected to discover or otherwise
become aware of such fact, circumstance or other matter within the scope and
performance of the relevant individual's duties.


    "Laws" means all statutes, rules,
regulations, ordinances, orders and codes of any and all Governmental
Authorities.


    "Leased Immovable Property" has the
meaning set forth in Section 2.1(b).


    "Leased Tangible Movable Property" has
the meaning set forth in Section 2.1(c).


    "Liquidated Damages" means a cash payment
in the amount of (i) Five Million Dollars
($5,000,000), to the extent the effective date of Purchaser's notice of
termination shall be any date from and after the Effective Date to and
including the date that is 119 calendar days after the Effective Date, (ii) Seven
Million Five Hundred Thousand Dollars ($7,500,000), to the extent the effective
date of Purchaser's notice of termination shall be any date from and including
the date that is 120 calendar days after the Effective Date to and including
the date that is 239 calendar days after the Effective Date, or (iii) Ten
Million Dollars ($10,000,000), to the extent the effective date of Purchaser's
notice of termination shall be any date after the date that is 239 calendar
days after the Effective Date; provided, however, that the amount
of Liquidated Damages payable in respect of an event giving rise to Purchaser's
right to terminate this Agreement shall be determined by reference to the
earliest date on which a termination notice could be effective, regardless of
any waiver or delay by Purchaser in the giving of such notice; provided,
further, however, that to the extent Purchaser shall at any time
have the right to terminate this Agreement pursuant to more than one of the
provisions of Section 10.1, and different amounts of Liquidated Damages
would be payable depending on which provision of Section 10.1 is made
the basis of Purchaser's termination notice, the amount of Liquidated Damages
shall be the highest of such amounts.


    "Little Bell Servitude" has the meaning
set forth in Section 8.17.


    "Losses" has the meaning set forth in Section
7.1(a).


    "LTSA" means the CCGT LTSA or the CT LTSA
and "LTSAs" means both of the
foregoing, collectively.


    "MAEM" means Mirant Americas Energy
Marketing LP, a limited partnership organized under the laws of the state of
Delaware.


    "MAEM/PEP Tolling Agreement" means that
certain Tolling Agreement by and between Seller and MAEM, dated as of April 30,
2001, as amended by the First Amendment to Tolling Agreement, dated as of
February 1, 2002, and Second Amendment to the Tolling Agreement, dated August
23, 2002.


    "Material Adverse Effect"
with respect to Seller, has the meaning set forth in clause (a) or clause (b) of
this definition, and with respect to Purchaser, has the meaning set forth in
clause (a) of this definition:  (a) any 


-12-





EXECUTION VERSION



event, circumstance or condition materially impairing a
Party's or Guarantor's authority, right, or ability to consummate the
Transactions; or (b) any change (or changes changes
taken together) in, or effect on, the Project that is materially adverse to the
operations or physical condition of the Project, or the business, assets,
properties, financial condition or results of operations of the Business,
including any change (or changes taken together) or effect related to the
Project that (i) requires, or could reasonably be
expected to require, the expenditure within two (2) years after the Closing
Date of $1,700,000 or more individually or $3,400,000 or more in the aggregate, (ii)
causes or could reasonably be expected to cause a diminution in value of any of
the Purchased Assets of $1,700,000 or more individually or $3,400,000 or more
in the aggregate, or (iii) causes, or could reasonably be expected to cause, an
increase in the amount or cost of paying, performing or otherwise discharging
any of the Assumed Liabilities of $1,700,000 or more individually or $3,400,000
or more in the aggregate, but excluding (1) any change (or changes taken together)
in national or regional or electric industry economic conditions generally
affecting the national or regional electric industry as a whole and not
affecting the Project materially differently from other gas-fired generation
facilities located in the SERC Region, (2) any change (or changes taken
together) in the price of natural gas generally prevailing in the SERC Region,
or (3) any change (or changes taken together) or effect resulting from the
transmission upgrade requirements associated with acquiring firm network
transmission service for the Project.


    "Mirant" shall mean Mirant Corporation.


    "Monthly Financial Report" shall mean a
report substantially in the form attached as Schedule 1.1A,
prepared by Seller and delivered to Purchaser not more than fifteen (15) days
following the last day of each calendar month following the execution of this
Agreement and prior to the Closing, which shall include financial statements of
Seller, including a statement of cash flows, for the month to which such Monthly
Financial Report relates, and a statement of balances in cash reserve accounts
as of the end of such month, together with supporting documentation setting
forth in detail the nature of each capital expenditure during such month.


    "Movable Property" has the meaning set
forth in Section 4.9.


    "Nonassignable
Asset" has the meaning set forth in Section 2.5(a).


    "Notice of Claim" has the meaning set
forth in Section 7.3.


    "Notice of Renunciation and Indemnity"
has the meaning set forth in Section 8.17.


    "Off-Site Location" means any immovable
property other than the Immovable Property.


    "Other Associated Electric Products"
means all of the services and products associated with capabilities or
operational attributes or regulatory treatment of a generating unit, including
but not limited to the capability to provide ancillary services, reserves,
operational functions, receipt or allocation or emissions allowances and other
services and products.


    "Owned Immovable Property" has the
meaning set forth in Section 2.1(a).


 -13-





EXECUTION VERSION


   "Participating Entergy Operating Company"
means Purchaser, Entergy Gulf States, Inc. and any other Entergy Operating
Company that becomes (or is expected to become) a permitted assignee of or
successor to Purchaser hereunder on or before the Closing Date, or purchases
(or is expected to purchase) any portion of the output of the Project from and
after the Closing and is designated by Purchaser as a "Participating
Entergy Operating Company" in a written notice to Seller not more than
one hundred twenty (120) days after the Effective Date.


    "Participating Entergy Operating Company
Transactions" means any and all proposed purchase and sales of
capacity, energy and/or Other Associated Electric Products of or from the Project at any time or from time to time after the Closing
by any of the Participating Entergy Operating Companies.


    "Parts Title and Indemnity Agreement"
means that certain Parts Title and Indemnity Agreement, dated January 27, 2004,
between Seller and GEII.


    "Party" means Seller or Purchaser, as the
context requires; "Parties" means, collectively, Seller and
Purchaser.


    "PEH" means Perryville Energy Holdings
LLC.


    "Permits" has the meaning set forth in Section
2.1(f); provided, however, that Permits also shall include any
Environmental Permits set forth in Schedule 2.1(f).


    "Permitted Encumbrances" means (i) liens for Property Taxes and other governmental charges
and assessments which are not yet due and payable or the validity of which is
being contested in good faith by appropriate proceedings as described in Part
I of Schedule 1.1E, (ii) all exceptions, restrictions, easements,
charges, rights-of-way and monetary and nonmonetary
Encumbrances which are set forth in any Permit, (iii) mechanics', materialmens', laborers', carriers', workers', repairers'
and other similar liens arising in the ordinary course of business for sums not
yet due and payable, so long as the amount of any such sum in respect of which
any such lien shall have arisen does not exceed $ 50,000, individually, and all
such sums do not exceed $250,000 in the aggregate, (iv) liens, charges, claims,
pledges, security interests, equities and other Encumbrances which will be and
are discharged or released either prior to, or simultaneously with, the
Closing, (v) Encumbrances listed in Part II of Schedule 1.1E,
(vi) Encumbrances with respect to any of the Purchased Assets and created
by or resulting from the acts or omissions of Purchaser limited in the case of
the preceding clauses (i) through (v) to only those
encumbrances as, individually or in the aggregate, do not have and could not
reasonably be expected to have, a Material Adverse Effect.


    "Person" means an individual,
partnership, joint venture, corporation, limited liability company, trust, association
or unincorporated organization, any Governmental Authority, or any other
entity.    


    "Personal Rights of Use" means the
personal rights of use granted to Seller for the benefit of Immovable Property,
as specified in Schedule 2.1(a).


    "Petition Date" means the date on which
Seller filed a voluntary petition initiating a case under chapter 11 of the
Bankruptcy Code in the Bankruptcy Court.


    -14-





EXECUTION VERSION


    "Post-Closing Adjustment" has the meaning
set forth in Section 3.5(b).


    "Post-Closing Statement" has the meaning
set forth in Section 3.5(b).


    "Pre-Closing Environmental Assessment"
means an environmental site assessment with respect to the Project and the
Project Site, dated not more than ninety (90) days prior to the Closing Date,
prepared by the Environmental Consultant and in form and substance satisfactory
to Purchaser, in Purchaser's reasonable discretion.


    "Preliminary Title Commitment" means the
Preliminary Title Commitment of the Title Insurer, dated June 11, 2003, and
obtained by and issued in the name of Purchaser, a copy of which is attached
hereto as Schedule 1.1F.


    "Prepaid Items" has the meaning set forth
in Section 2.1(j).


    "Project" means the natural gas fueled
electrical generation plant consisting of one (1) combined cycle unit and one
(1) simple cycle unit having a combined total output of approximately seven
hundred eighteen (718) MW located in Ouachita Parish, south of Perryville,
Louisiana, together with all related assets and properties, real, personal and
mixed, and; improvements thereon, certain of which are located in Morehouse
Parish, Louisiana, and interests therein (to the extent of Seller's or any of
its Affiliates' interest), including ancillary equipment, Interconnection
Facilities and Protective Apparatus and any additions thereto or replacements
thereof.


    "Project Contract" means any contract,
agreement, arrangement, license or lease of any nature to which Seller is a
party, or which relates to any of the Purchased Assets, or to which CGS, Cleco
Midstream, Guarantor or any other Affiliate of Seller is a party and which
relates in any material respect to the Project, other than the Senior Loan
Documents and the Subordinated Financing Documents.


    "Project Debt" means any liability
representing indebtedness for money borrowed (or any refinancing thereof) by
Seller or any of its Affiliates related to the Purchased Assets, including the
Project and any obligation for borrowed money (or any refinancing thereof) or
the repayment thereof or the payment of interest thereon or any other costs,
expenses, fees or charges of any kind whatsoever arising from or relating to
the foregoing.


    "Project Insurance Policies" means all
insurance policies carried by or for the benefit of Seller or any Affiliate
thereof with respect to the ownership, operation or maintenance of the Project,
including all liability, property damage, self insurance arrangements,
retrospective assessments and business interruption policies in respect
thereof.


    "Project Site" means the approximately
121 acre parcel of land upon which the Project is located, in Ouachita Parish,
south of Perryville, Louisiana, together with certain improvements located in
Morehouse Parish, Louisiana.


    "Property Tax" means any Tax resulting
from and relating to the assessment of real or personal property by any
Governmental Authority.


-15-










EXECUTION VERSION


    "Proposed Post-Closing Adjustment" has
the meaning set forth in Section 3.5(b).


    "Protective Apparatus" means such
equipment and apparatus, including, but not limited to, protective relays,
circuit breakers and the like, necessary or appropriate to isolate the Project
from the electrical system to which they are connected consistent with Accepted
Electrical Practices.


    "Purchase Price" has the meaning set
forth in Section 3.3(a).


    "Purchased Assets" has the meaning set
forth in Section 2.1.


    "Purchased Inventory" has the meaning set
forth in Section 2.1(d).


    "Purchased Project Contracts" has the
meaning set forth in Section 2.1(e).


    "Purchaser" has the meaning set forth in
the introductory paragraph of this Agreement.


    "Purchaser Claims" has the meaning set
forth in Section 7.1(a).


    "Purchaser Financial Statements" has the
meaning set forth in Section 5.6.


    "Purchaser Group" has the meaning set
forth in Section 7.1(a).


    "Purchaser's Required Consents" means the
notices to or the consents, waivers or releases of any Person other than a
Governmental Authority required by Purchaser to be made or obtained by or on
behalf of Purchaser or any Participating Entergy Operating Company prior to
consummation of the Transactions, as specified in Schedule 1.1G.


    "Purchaser's Required Regulatory Approvals"
means (a) the notices to, filings with, or approvals, statements, waivers,
consents or authorizations of or from any Governmental Authority of competent
jurisdiction over any of the Parties, any Participating Entergy Operating
Company, any other Affiliates of Purchaser or the Project that are required (i) for Purchaser to consummate the Transactions, as
specified in Part I of Schedule 1.1H or (ii) by Purchaser to be
made or obtained by or on behalf of Purchaser or any of the Participating
Entergy Operating Companies prior to the Closing, as specified in Part I
of Schedule 1.1H, and (b) approval from each of the Governmental
Authorities having jurisdiction over Purchaser's or any of the Participating
Entergy Operating Companies' retail operations, as specified in Part II
of Schedule 1.1H, of either: (i) the
Transactions and the Participating Entergy Operating Company Transactions,
including approval of the consummation thereof and of the full recovery of all
costs associated with the Transactions and the Participating Entergy Operating
Company Transactions (through base rates, fuel adjustment charges, and/or such
other rates or charges as may be applied pursuant to a rider or otherwise,
provided that the provisions for full recovery of all costs are acceptable to
Purchaser and/or the Participating Operating Companies in their sole
discretion) pursuant to a finding that the consummation of the Transactions by
Purchaser, and the consummation of the Participating Entergy Operating
Transactions by Purchaser and the Participating Entergy Operating Companies, is
prudent, or (ii) such other regulatory treatment as is deemed acceptable to
Purchaser and the Participating Entergy Operating Companies in the exercise of
their sole discretion.


-16-





EXECUTION VERSION


    "Recapitalization" means a transaction
pursuant to which the holders of the Debt of Seller obtain a majority of the
equity interests of Seller or all or substantially all of the assets of Seller
in exchange for such Debt.


    "Release" shall have the meaning set
forth in Environmental Laws, but also shall include without limitation any
threatened release, spill, leak, discharge, abandonment, disposal, pumping,
pouring, emitting, emptying, injecting, leaching, dumping, depositing,
dispersing, allowing to escape or migrate into or through the Environment or
the Project Site of any Hazardous Substance.  The term "Released"
shall have a corresponding meaning.


    "Remediation" (including, with
correlative meaning, "Remediated")
means any action of any kind to address an Environmental Condition, or the
Release or the presence of Hazardous Substances in the Environment at the
Project Site or any Off-Site Location, including the following: (i) monitoring, investigation, assessment, treatment,
cleanup, containment, remediation, removal, mitigation, response or restoration
work; (ii) obtaining any permits, consents, approvals or authorizations of any
Governmental Authority necessary to conduct any such work; (iii) preparing and
implementing any plans or studies for such work; (iv) obtaining a written
notice from a Governmental Authority with jurisdiction under applicable
Environmental Laws that no material additional work is required by such
Governmental Authority; (v) any response to, or preparation for, any inquiry,
order, hearing or other proceeding by or before any Governmental Authority with
respect to any such Environmental Condition, Release or presence of Hazardous
Substances; and (vi) any other activities reasonably determined by Seller to be
necessary or appropriate or required under Environmental Laws to address an
Environmental Condition, the presence of or Release of Hazardous Substances in
the Environment at the Project Site or any other Off-Site Location.


    "Rules" has the meaning set forth in Section
11.8(c).


    "Sale Motion" has the meaning set forth
in Section 6.5(a).


    "Scheduled Adjustment Date" has the
meaning set forth in Section 3.6.


    "Seller" has the meaning set forth in the
introductory paragraph of this Agreement.


    "Seller Claims" has the meaning set forth
in Section 7.2(a).


    "Seller Financial Statements" has the
meaning set forth in Section 4.21.


    "Seller Group" has the meaning set forth
in Section 7.2(a).


    "Seller's Required Consents" means the
notices to or the consents, waivers or releases of any Person other than a
Governmental Authority that are required by Seller to be made or obtained by or
on behalf of Seller or Guarantor prior to the consummation of the Transactions,
as specified in Schedule 1.1J.


    "Seller's Required Regulatory Approvals"
means the notices to, filings with, or approvals, waivers, consents or
authorizations of or from any Governmental Authority of competent jurisdiction
over any of the Parties, any Affiliate of Seller or the Project that are
required (i) for Seller to consummate the
Transactions,  


-17-










EXECUTION VERSION



as specified in Schedule 1.1K and (ii) by
Seller to be made or obtained by or on behalf of Seller or Guarantor prior to
the Closing, as specified in Schedule 1.1K.


    "Senior Loan Documents" shall mean the
Construction and Term Loan Agreement, dated as of June 7, 2001, among KBC Bank
N.V., New York Branch, as Agent (the "Agent"), the Banks (as
defined therein) and Seller, as amended by (i) that
certain Amendment dated as of August 16, 2001, among Seller, the Banks and the
Agent, (ii) that certain Consent and Amendment Agreement, dated as of February
1, 2002, among Seller, the Agent, the Banks, KBC Bank N.V., New York Branch, as
Depository Bank ("Depository Bank"), MAEM, Mirant, and
Guarantor, (iii) that certain Consent and Amendment Agreement, dated as of
June 20, 2002, among Seller, the Agent, the Banks, MAEM, Mirant and
Guarantor, (iv) that certain Amendment Agreement, dated as of August 14, 2002,
among Seller, the Banks and the Agent, (v) that certain Consent and Amendment
Agreement, dated as of August 23, 2002, among the Agent, the Banks, the
Depository Bank, Seller, PEH, MAEM, and Mirant, (vi) that certain Amendment and
Waiver Agreement, dated as of September 9, 2002, among Seller, the Agent, the
Depository Bank and the Banks and (vii) that certain Consent, Waiver and
Amendment Agreement, dated as of September 30, 2002, among Seller, the Agent
and the Banks, (as so amended, the "Construction and Term Loan
Agreement") and the Equity Contribution Agreement, the Notes, the Fee
Letter, any Secured Interest Rate Protection Agreement, the Security Documents,
and Debt Reserve Support Instrument, all as defined in the Construction and Term
Loan Agreement.


    "SERC Region" means the North American
Electric Reliability Council region served by the members of the Southeastern
Electric Reliability Council.


    "SO2 Emission Allowance" means
(i) an authorization by the USEPA under the Federal
Clean Air Act, 42 U.S.C. Section 7401, et seq., to emit up to one ton of sulfur
dioxide during or after a specified calendar year, or (ii) an authorization by
the Louisiana Department of Environmental Quality authorizing the emission of
up to one (1) ton of sulfur dioxide during or after a specified calendar year
under an existing or future SO2 Emissions Allowance program.


    "Statutory Rate" means the combined
federal and state Income Tax rate that would be applied to taxable income
taking into account, where applicable, the deductibility of either the federal
or state Income Tax to compute the Tax liability for either federal or state
purposes.


    "Subordinated Financing Documents" means
the Subordinated Loan Agreement, dated as of August 23, 2002, between Mirant
Americas, Inc. ("MAI") and Seller, the Promissory Note, dated
August 23, 2002, of Seller in favor of MAI, the Security Agreement, dated as of
August 23, 2002, between PEH and MAI, and any other agreement, instruments or
other documents executed and delivered in connection therewith, in each case as
amended.


    "Surviving Intercompany Arrangements"
means the Purchased Project Contracts listed or described in Part II of
Schedule 2.1(e), if any.


    "Tangible Movable Property" means Owned
Tangible Movable Property and Leased Tangible Movable Property. 


-18-










EXECUTION VERSION


    "Tax" or "Taxes" means
any federal, state, local or foreign income, gross receipts, license, payroll,
employment, excise, severance, stamp, occupation, premium, windfall profits,
environmental, customs duties, capital stock, franchise, profits, withholding,
social security (or similar), unemployment, disability, real property
(including assessments, fees or other charges based on the use or ownership of
real property), personal property, transactional, use, transfer, registration,
value added, alternative or add-on minimum, estimated tax, or other tax of any
kind whatsoever, including any interest, penalty or addition thereto, whether
disputed or not, including, without limitation, any item for which liability
arises as a transferee or secondary liability in respect to any tax (whether
imposed by law, contractual agreement or otherwise) and any liability in
respect of any tax as a result of being a member of any affiliated, consolidated,
combined, unitary or similar group.


    "Tax Return" means any return, report,
information return, declaration, claim for refund, or other document, together
with all amendments and supplements thereto (including all related or supporting
information), required to be supplied to any Governmental Authority responsible
for the administration of Laws governing Taxes including information returns or
reports with respect to backup withholding and other payments to third parties.


    "Termination Date" has the meaning set
forth in Section 10.1(c).


    "Third Party Claim" means a claim by a
Person that is not a member of the Seller Group or the Purchaser Group,
including any claim for the costs of conducting Remediation, or seeking an
order or demanding that a Person undertake Remediation.


    "Title Insurer" has the meaning set forth
in Section 8.7.


    "Title Policy" has the meaning set forth
in Section 8.7.


    "Transactions" has the meaning set forth
in the Recitals.


    "Transfer Tax" means any sales Tax, transfer
Tax, transaction Tax, conveyance fee, use Tax, stamp Tax, stock transfer Tax or
other similar Tax, including any related penalties, interest and additions
thereto.


    "USEPA" means the United States
Environmental Protection Agency.


    "USEPA Allowance Tracking System" means
the electronic recordkeeping and notification system called "Allowance
Tracking System," "ATS," "NOx Allowance Tracking
System" or "NATS" which is maintained by the USEPA in order to
record, track and monitor transactions in SO2 Emission Allowances
and NOx Emission Allowances, the status of SO2 Emission
Allowance and NOx Emission Allowance accounts and related matters.


    "WARN Act" means the Worker Adjustment
and Retraining Notification Act, 29 U.S.C. § 2101 et seq.


    "Warranties" has the meaning set forth in
Section 2.1(h).


-19-










EXECUTION VERSION


    Section 1.2      Certain Interpretive Matters.  In this
Agreement, unless the context otherwise requires:


        (a)            
the singular number includes the plural number and vice versa;


        (b)           
reference to any Person includes such Person's successors and assigns but, if
applicable, only if such successors and assigns are permitted by this
Agreement, and reference to a Person in a particular capacity excludes such
Person in any other capacity;




(c)            
reference to any gender includes each other gender;





        (d)           
reference to any agreement (including this Agreement), document or instrument
means such agreement, document or instrument as amended or modified and in
effect from time to time in accordance with the terms thereof and, if
applicable, the terms hereof;


        (e)            
reference to any Article, Section, Schedule or Exhibit means such Article,
Section, Schedule or Exhibit of or to this Agreement, and references in any Article,
Section, Schedule, Exhibit or definition to any clause means such clause of
such Article, Section, Schedule, Exhibit or definition;


        (f)             
any accounting term used and not otherwise defined in this Agreement or any
Ancillary Agreement has the meaning assigned to such term in accordance with
GAAP;


        (g)            
"hereunder," "hereof," "hereto"
and words of similar import are references to this Agreement as a whole and not
to any particular Section or other provision hereof or thereof;


        (h)            
"including" (and with correlative meaning "include")
means including without limiting the generality of any description preceding
such term;


        (i)             
relative to the determination of any period of time, "from" means
"from and including," "to" means "to but
excluding" and "through" means "through and
including";


        (j)             
reference to any Law (including statutes and ordinances) means such Law as
amended, modified codified or reenacted, in whole or in part, and in effect
from time to time, including rules and regulations promulgated thereunder;


        (k)            
any agreement, instrument, insurance policy, statute, regulation, rule or order
defined or referred to herein or in any agreement or instrument that is
referred to herein means such agreement, instrument, insurance policy, statute,
regulation, rule or order as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver or
consent and (in the case of statutes, regulations, rules or orders) by
succession of comparable successor statutes, regulations, rules or orders and
references to all attachments thereto and instruments incorporated therein; and


        (l)             
all calculations and computations pursuant to this Agreement shall be carried
and rounded to the nearest two (2) decimal places.


-20-










EXECUTION VERSION



ARTICLE 2



PURCHASE AND SALE


    Section
2.1          Purchased Assets.


    Upon the terms and subject to the conditions contained in
this Agreement, at the Closing, Seller shall, and shall cause the Assigning
Affiliates to, sell, convey, assign, transfer and deliver to Purchaser, and
Purchaser will purchase and acquire from Seller and the Assigning Affiliates,
as applicable, all of Seller's and the Assigning Affiliates' right, title and
interest in, to and under the Project and all of Seller's and the Assigning
Affiliates' right, title and interest in, to and under other properties, assets
and facilities used, or held for use, primarily (or, to the extent set forth
below, exclusively) in connection with its ownership of the Project (or, to the
extent set forth below, on hand or customarily located at the Project or the
Project Site identified or described in a Schedule hereto), each as in
existence on the Closing Date, including all of Seller's and the Assigning
Affiliates' right, title and interest in, to and under the assets described below, but excluding all Excluded Assets (collectively,
the "Purchased Assets") free and clear of all liens, claims and
encumbrances, to the fullest extent permitted by Section 363 of the Bankruptcy
Code, other than Permitted Encumbrances specified in clause (v) of the
definition of such term:


        (a)            
The parcels of immovable property and the Personal Rights of Use described in Schedule
2.1(a), and all appurtenances thereto, together with all buildings,
fixtures, component parts, other constructions and other improvements thereon
and thereto, including all construction work in progress (the "Owned
Immovable Property");


        (b)           
The immovable property leasehold estates and the related lease or sublease
agreements, if any, described in Schedule 2.1(b), and all
appurtenances thereto, together with all buildings, fixtures and other
improvements thereon and thereto, including all construction work in progress
(the "Leased Immovable Property");


        (c)            
The machinery, mobile or otherwise, equipment, vehicles, tools, furniture and
furnishings, and other tangible movable property that (i) are not Inventory and (ii) are (A) listed or described in Part
I of Schedule 2.1(c) or customarily located at the Project or the
Project Site (collectively, the "Owned Tangible Movable Property")
or (B) leased and listed or described in Part II of Schedule 2.1(c)
or customarily located at the Project or the Project Site, together with the
related lease or sublease agreements (collectively, the "Leased
Tangible Movable Property");


        (d)           
The Inventory on hand at the Project (which is not Tangible Movable Property)
or listed or described in Schedule 2.1(d) (the "Purchased
Inventory") and the Consumables on hand at the Project (which are not
Tangible Movable Property); 


        (e)            
The Project Contracts listed or described in Schedule 2.1(e) (the
"Purchased Project Contracts");


 -21-



















EXECUTION VERSION



        (f)             
The permits, registrations, licenses, franchises, certificates and other
consents, approvals and authorizations of Governmental Authorities listed or
described in Schedule 2.1(f) (the "Permits");


        (g)            
The books, records, documents, drawings, reports, operating data, operating
safety and maintenance manuals, inspection reports, engineering design plans,
blueprints, specifications and procedures and similar items located at the
Project Site or used primarily in support of the Project and not specifically
excluded in Section 2.2 hereof, including any of the foregoing listed or
described in Schedule 2.1(g);


        (h)            
All warranties and guarantees from third parties on or relating to any of the
Purchased Assets, including the warranties and guarantees from manufacturers,
contractors, suppliers and other third parties listed or described in Schedule
2.1(h) (the "Warranties");


        (i)             
The claims or causes of action against any third parties (including
indemnification claims, contribution claims or claims for refunds, prepayments,
offsets, recoupment, insurance proceeds, condemnation
awards, judgments and the like) listed or described in Schedule 2.1(i);


        (j)             
The advance payments, prepayments, prepaid expenses, deposits, credits  or
the like listed or described in Schedule 2.1(j) (collectively,
the "Prepaid Items");


        (k)            
Not less than ten (10) SO2 Emission Allowances in the Project's
USEPA Allowance Tracking System individual boiler accounts; and


        (l)             
Except for Excluded Assets, all other assets, properties, rights and interests
of Seller of every kind, nature and description, whether tangible or
intangible, real, personal or mixed, or fixed or contingent, and wherever
situated.


    Section
2.2          Excluded Assets. 
Nothing in this Agreement will constitute or be construed as conferring on
Purchaser, and Purchaser shall not be entitled to purchase or acquire and
Seller shall not be obligated to sell or to cause any Assigning Affiliate to
sell, any right, title or interest in, to or under the following assets,
interests, properties, rights, licenses or contracts (the "Excluded
Assets"):


        (a)            
Any Tangible Movable Property, Inventory or Prepaid Items to the extent sold,
consumed or disposed of prior to the Closing, in each case in the ordinary
course of the conduct of the Business consistent with past practice and the
provisions of this Agreement, including the provisions of Section 6.4;


        (b)           
Any of the assets, properties, rights or interests, owned, used, occupied or
held by or for the benefit of Seller that are listed or described in Schedule
2.2(b) or that Purchaser, in a writing or writings delivered to Seller
prior to the Closing Date, identifies as not desired by Purchaser to be
included within, or to constitute a part of, the Purchased Assets; 


        (c)            
All of the rights and interests, and all of the liabilities and obligations, of
Seller in, to, under or pursuant to any license, lease, contract, agreement,
commitment or undertaking that is listed or described in Schedule 2.2(c)
or that Purchaser, in a writing or writings delivered to Seller prior to the
Closing Date, identifies as not desired by Purchaser to be included within, or
to constitute a part of, the Purchased Assets;


-22-










EXECUTION VERSION


        (d)           
The rights of Guarantor, Seller, CGS or any of their Affiliates under, and any
funds and property held in trust or any other funding vehicle pursuant to, (i) any "employee benefit plan" (within the meaning of Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"))
(ii) all other severance pay, stay pay, salary continuation, bonus, incentive,
stock option, retirement, pension, profit sharing or deferred compensation
plans, contracts, programs, funds, or similar arrangements, and (iii) all other
employee benefit plans, contracts, programs, funds or similar arrangements,
whether written or oral, qualified or nonqualified, funded or unfunded, foreign
or domestic, which Guarantor, Seller, CGS or any of their Affiliates sponsor or
make available for the benefit of past, present or future Employees (all of the
above being hereinafter referred to individually as an "Employee Plan"
and collectively as the "Employee Plans").


        (e)             
Seller's minute books, limited liability company interest books, limited
liability company interest ledger and company seal;


        (f)            
Certificates of deposit, shares of stock, securities, bonds, debentures,
evidences of indebtedness, and interests in joint ventures, partnerships,
limited liability companies and other entities;


        (g)            
Cash, cash equivalents, bank deposits, accounts and notes receivable, trade or
otherwise, other than the Prepaid Items; 


                     
All trade accounts receivable, notes, bonds and other evidences of
indebtedness, and any rights, claims and payments including the right to
receive payments pursuant to the MAEM/PEP Tolling Agreement or any guaranties
related thereto or with respect to the termination thereof;


        (i)             
Rights of Seller arising under this Agreement or any instrument or document
executed and delivered pursuant to the terms hereof;


        (j)            
The Cleco Marks and any other intangible assets of an intellectual property
nature such as trademarks, service marks and trade names (whether or not
registered) that are listed or described in Schedule 2.2(j), and
any computer software that is proprietary to Seller or any of its Affiliates,
or the use of which under the pertinent license therefor
is limited to operation by Seller or any of its Affiliates or on equipment
owned by Seller or any of its Affiliates, and that is listed or described in Schedule
2.2(j);


        (k)             
The right to receive mail and other communications relating to any of the
Excluded Assets or Excluded Liabilities, all of which mail and other
communications shall be promptly forwarded by Purchaser to Seller; 


        (l)          
Any contract, agreement, arrangement or commitment of any nature in respect of
any intercompany transaction between Seller, on the one hand, and any Affiliate
of Seller, on the other hand, whether or not such transaction relates to any
contribution to capital, loan, the provision of goods or services, tax sharing
arrangements, payment arrangements, intercompany advances, charges or balances,
or the like,  


-23-







EXECUTION VERSION


excluding the Ancillary Agreements
and the Surviving Intercompany
Arrangements (collectively, the "Intercompany Arrangements");


        (m)            
Seller's accounting books and records, all of which shall be made available to
Purchaser in accordance with Section 6.16;


        (n)           
Any tax refunds, rebates or credits payable to Seller pursuant to Section
6.12(e);


        (o)           
Any refund of tax gross-up amounts paid by Seller to any Affiliate of Purchaser
as part of contributions in aid of construction for facilities to interconnect
the Project with the Entergy Transmission System; 


        (p)           
The Little Bell Servitude; 


        (q)            
Any Avoidance Action; and


        (r)            
All rights under the Subordinated Financing Documents.


At any time or from time to time, up to sixty (60) days
following the Closing, any and all of the Excluded Assets may be removed from
the Project by Seller (at no expense to Purchaser, but without charge by
Purchaser for temporary storage), provided that Seller shall do so in a manner
that does not unduly or unnecessarily disrupt normal business activities at the
Project.


    Section
2.3          Assumption of Liabilities. 
Upon the Closing, Purchaser will assume, and will thereafter pay, perform and
discharge as and when due, the following, and only the following, obligations
and liabilities of Seller and the Assigning Affiliates to the extent, and only
to the extent, such obligations and liabilities arise or first accrue after the
Closing Date or are prorated to Purchaser under Section 3.4
(collectively, the "Assumed Liabilities"):  all
liabilities and obligations under the Purchased Project Contracts assigned to
Purchaser under this Agreement, except in each case to the extent such
liabilities and obligations, but for a breach or default by Seller or any of
the Assigning Affiliates or a waiver or extension given to or by Seller or any
of the Assigning Affiliates, would have been paid, performed or otherwise
discharged on or prior to the Closing Date or to the extent the same arise out
of any such breach, default, waiver or extension given to or by Seller or any
of the Assigning Affiliates, and except for obligations or liabilities prorated
to Seller under Section 3.4 or any other Excluded Liabilities.


    Section
2.4          Excluded Liabilities. 
Except for Assumed Liabilities as provided in Section 2.3, Seller and
the Assigning Affiliates, as applicable, shall retain, and Purchaser shall not
assume or be obligated to pay, perform or otherwise discharge or be responsible
or liable with respect to, any liabilities or obligations of Seller or the
Assigning Affiliates, as applicable, or otherwise relating to the Business or
the Project or any present or former owner or operator thereof prior to the
Closing Date, whether or not of, associated with, or arising from, any of the
Purchased Assets, and whether fixed, contingent or otherwise, known or unknown
(collectively, the "Excluded Liabilities"), including the
following:


-24-










EXECUTION VERSION



        (a)            
All liabilities and obligations relating to, based in whole or in part on
events or conditions occurring or existing in connection with, or arising out
of, the Business as operated on or prior to the Closing Date, or the design,
construction, ownership, possession, use, or operation of any of the Purchased
Assets, including the Project, on or before the Closing Date, or the sale or
other disposition on or prior to the Closing Date of any capacity of or energy
from the Project or any of the Purchased Assets (or any other assets,
properties, rights or interests associated, at any time on or prior to the
Closing Date, with the Business);


        (b)           
Any liabilities or obligations of Seller or the Assigning Affiliates, as
applicable, to the extent relating to any Excluded Assets or other assets which
are not Purchased Assets and the ownership, operation and conduct of any
business in connection therewith or therefrom,
including any amounts due from Seller or the Assigning Affiliates, as
applicable, under or arising from any of the Intercompany Arrangements, except
to the extent caused by any acts or omissions of Purchaser or any of its
Affiliates or Purchaser's ownership, possession, use or operation of any of the
Purchased Assets;


        (c)            
Any liabilities or obligations of Seller or the Assigning Affiliates, as
applicable, in respect of costs determined to be the responsibility of Seller
or the Assigning Affiliates, as applicable, under Section 3.4, any Taxes
for which Seller or the Assigning Affiliates, as applicable, is liable under Section
6.12 and Taxes attributable to the ownership, operation or use of any of the Purchased Assets on or
before the Closing Date (except for Taxes for which Purchaser is liable
pursuant to Section 3.4 or Section 6.12 hereof);


        (d)           
Any liabilities or obligations arising on or prior to the Closing Date from the
breach by Seller or the Assigning Affiliates, as applicable, of, default by
Seller or the Assigning Affiliates, as applicable, under, or waiver or
extension given by or to Seller or the Assigning Affiliates, as applicable,
with respect to the performance of, any term, covenant or provision of any of
the contracts, agreements, arrangements or commitments assumed by Purchaser,
including any of the Purchased Project Contracts, that would have been, but for
such breach, default, waiver or extension, paid, performed or otherwise discharged
on or prior to the Closing Date or to the extent the same arise out of any such
breach, default, waiver or extension;


        (e)            
Liabilities or obligations under any of the Purchased Project Contracts which
would be included in the Purchased Assets but for the provisions of Section
2.5, except to the extent Purchaser is provided with the benefits thereunder as contemplated by such Section;


        (f)             
Any fines, penalties or costs imposed by a Governmental Authority and the costs
of any associated defense or response with respect to any of the Purchased
Assets resulting from (i) an investigation,
proceeding, request for information or inspection before or by a Governmental
Authority whether pending or commencing on, prior to or after the Closings, to
the extent based on events or conditions occurring or existing in connection
with, or arising out of, or otherwise relating to, the Business as operated by
Seller or any of its Affiliates (or any of their respective
predecessors-in-interest), or the ownership, possession, use, operation, sale
or other disposition on or prior to the Closing Date of any of the Purchased
Assets (or any other assets, properties, rights or interests associated, at any
time on or prior to the Closing Date, with the Business), or actions taken or
omissions to act made on or prior to the Closing Date, or (ii) violations of
applicable Law or illegal acts of Seller or any of Seller's Affiliates;


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EXECUTION VERSION



        (g)            
All liabilities and obligations of Seller or any of its Affiliates, or their
respective directors, officers, members, shareholders or agents, arising out
of, or relating to, this Agreement, any of the Ancillary Agreements or any of
the transactions contemplated hereby or thereby, whether incurred prior to, on,
or after the Closing Date, including, without limitation, any and all finder's
or broker's fees and expenses, and any and all fees and expenses of any
attorneys, accountants or other professionals retained by or on behalf of
Seller or any of its Affiliates;


        (h)            
All liabilities and obligations to any Person at any time employed by
Guarantor, Seller, CGS or any of their Affiliates or any of their respective
predecessors-in-interest at any time or to any spouse, children, other
dependents or beneficiaries of any such Person or any successor-in-interest to
any such Person, with respect to incidents, events, exposures or circumstances
occurring at any time during the period or periods of any such Person's
employment by, or service as an Independent Contractor of, Guarantor, Seller,
CGS or any of their Affiliates or any of their respective
predecessors-in-interest, whenever any claims arising therefrom
or relating thereto mature or are asserted, including, all liabilities and
obligations arising (i) under any of the
Employee Plans, (ii) under or arising from any claim by any Employees or any
current or former employees of Guarantor, Seller, CGS or any of their
Affiliates for compensation, severance benefits, any other benefit claims under
any Employee Plans, vacation pay, continuation coverage, expenses, or any
similar type claims arising from their employment with Guarantor, Seller, CGS or any of
their Affiliates prior to the Closing or as a result of the consummation of the
Transactions, (iii) under any employment, wage and hour restriction, equal
employment opportunity, affirmative action, discrimination, tort, plant closing
or immigration and naturalization Laws or any Law relating to employee
benefits, employment discrimination, severance, labor relations, hiring or
retention, safety, any employment contracts or agreements, wages and hours of
employees or any other terms or conditions of employment or any other
employment-related matter or workplace issue, including COBRA, (iv) under any Collective
Bargaining Agreement, collective bargaining or labor relations Law, or
agreement or arrangement with a labor organization or employee representative,
(v) under the Operations and Maintenance Agreement between Seller and CGS,
dated May 29, 2001, the WillStaff Worldwide Temporary
Staffing Service Agreement between Guarantor and WillStaff
Worldwide Staffing dated September 4, 2001, the CT LTSA, the CCGT LTSA, or any
agreements between Guarantor, Seller, CGS or any of their Affiliates and Ron
Williams Construction Company, or any other agreement concerning or relating to
Employees, Independent Contractors, or Persons performing work or services for
the direct or indirect benefit of the Project, or (vi) in connection with any
workers' compensation or any other employee health, accident, disability or
safety claims;


        (i)             
All liabilities and obligations relating to the Business or any of the
Purchased Assets (or any other assets, properties, rights or interests
associated, at any time on or prior to the Closing Date, with the Business or
any of the Purchased Assets), to the extent based on events or conditions
occurring or existing on or prior to the Closing Date and arising out of or
relating to (i) any dispute arising out of or in
connection with capacity of or energy provided or services rendered from the
Project, including claims for refunds, personal injury or property damage,
(ii) claims relating to employee health and safety, including claims for
injury, sickness, disease or death of any Person, (iii) claims by any
Independent Contractor or other Person utilized or retained for services or
work related to or in support of the Project, (iv)  any liens described in 


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EXECUTION VERSION



clause (iii) of the definition of Permitted Encumbrances in 0 or
any unpaid sums for which any such liens shall have arisen, or
(v) compliance with any Laws relating to any of the foregoing;


        (j)             
All liabilities and obligations to the extent, based on, relating to or arising
from events or conditions occurring or existing in connection with, or arising
out of, any and all assets, properties, rights and interests which are not
being acquired by Purchaser hereunder, including, relating to or arising from,
the Excluded Assets;


        (k)            
All liabilities and obligations incurred by Seller or any of its Affiliates or
any of their respective directors, officers, shareholders, members, agents or
employees after the Closing Date, except to the extent constituting a Loss for
which Seller or any other member of the Seller Group properly asserts a Seller
Claim for indemnification under Section 7.2;


        (l)             
Any liabilities or obligations relating to, based in whole or in part on events
or conditions occurring or existing in connection with, or arising out of, any
action which could be construed as a "plant closing" or "mass
layoff," as defined in the WARN Act or its regulations, which any former
or current Employee or Independent Contractor of Guarantor, Seller, CGS or any
of their Affiliates may suffer or may be deemed to suffer; 


        (m)          
All Project Debt, any other Debt of Seller or any of its Affiliates, and all
liabilities and obligations of Seller under, arising from or relating to the
Senior Loan Documents or the Subordinated Financing Documents; and


        (n)            
All Chapter 11 Expenses.


    Section
2.5           Assignability and Consents.


        (a)            
Notwithstanding anything contained in this Agreement to the contrary, this
Agreement shall not constitute an agreement to assign any Purchased Asset, and
neither Seller nor any of the Assigning Affiliates shall be obligated or
entitled to assign such Purchased Asset, if the attempted assignment or
assumption of the same, without Seller or the Assigning Affiliate, as
applicable, first having obtained the consent, approval, authorization or
waiver of a third party, would constitute a breach or default under any Project
Contract, would violate any Law or would in any way adversely affect the
rights, or increase the obligations, of any Party to this Agreement with
respect to such Purchased Asset (each a "Nonassignable
style='mso-bookmark:_Ref55309525'> Asset"); provided, however,
that Seller or the Assigning Affiliate, as applicable, shall use Commercially
Reasonable Efforts to obtain all such consents, approvals, authorizations and
waivers at the earliest practicable date and in any event prior to the Closing
Date and, if Seller or the Assigning Affiliate, as applicable, shall not have
obtained any such consent, approval, authorization or waiver prior to the
Closing, Seller or the Assigning Affiliate, as applicable, shall continue to
use Commercially Reasonable Efforts to obtain as promptly as practicable after
the Closing any such consent, approval, authorization or waiver not obtained
prior to the Closing.  Purchaser shall cooperate as reasonably requested
by Seller or the Assigning Affiliate, as applicable, in connection with
Seller's or the Assigning Affiliate's efforts, as applicable, to obtain any
such consent, approval, authorization or waiver.


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EXECUTION VERSION



        (b)           
Without limiting Seller's or the Assigning Affiliates' obligations under Section
2.5(a), if any such consent, approval, authorization or waiver shall not
have been obtained prior to the Closing, to the extent and for so long as the
related  Nonassignable Asset shall not have been
assigned and transferred to Purchaser, Seller, the Assigning Affiliates and
their appropriate Affiliates may at the Closing enter into such arrangements
(including related written agreements) as Purchaser may reasonably request in
order to fairly compensate Purchaser for the loss of, or to provide to
Purchaser the benefit of, any  Nonassignable Asset not
assigned and transferred to Purchaser.  


ARTICLE 3



CLOSING; PURCHASE PRICE


    Section
3.1          Closing. 
Subject to the terms and conditions hereof, proceedings for the consummation of
the Transactions (the "Closing") will take place at the
offices of ESI, 639 Loyola Avenue, New Orleans, Louisiana, at 10:00 a.m. local
time, on a mutually acceptable date within ten (10) Business Days following the
date on which the conditions set forth in ARTICLE 8 and ARTICLE 9,
other than those conditions that by their nature are to be satisfied at the
Closing, have been either satisfied or waived by the Party for whose benefit
such conditions exist, or at such other time and place as the Parties may
mutually agree.  The date on which such proceedings actually occur is
referred to herein as the "Closing Date."  The Closing
shall be effective for all purposes immediately after 11:59 p.m. on
the Closing Date.  At the Closing, and subject to the terms and conditions
hereof, the following will occur:


        (a)            
Deliveries by Seller.  At Closing, Seller shall deliver, or cause
to be delivered, to Purchaser the following:


                         (i)             
instruments of transfer and conveyance, properly executed and acknowledged by
Seller or the Assigning Affiliates, as applicable, in such customary form as is
reasonably acceptable to both Seller and Purchaser that are necessary to
transfer to and vest in Purchaser all of Seller's and each Assigning
Affiliate's right, title and interest in and to the Purchased Assets or which
may otherwise be required by the Title Insurer (except that such instruments
shall at a minimum contain waiver of warranty language contained in Section
6.21 hereof), including:


                                (A)          
the Bill of Sale;


                                (B)          
the Assignment and Assumption Agreement; and


                                (C)          
the Cash Sale;


                        (ii)           
a certified copy of the Approval Order;


                        (iii)         
a certified copy of the docket showing that the Approval Order is a Final
Order;


                        (iv)         
Seller's affidavit and gap indemnity agreement, in form and substance
reasonably satisfactory to the Title Insurer, properly executed by Seller;


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EXECUTION VERSION


                         (v)           
a certificate and affidavit of non-foreign status of Seller pursuant to Section
1445 of the Code, properly executed by Seller;


                        (vi)         
Internal Revenue Service Form 1099-S, completed in accordance with Section
3.7 and otherwise in form and substance reasonably satisfactory to
Purchaser, properly executed by Seller;


                        (vii)        those
documents required to be delivered to Purchaser by Seller pursuant to ARTICLE
8 or in accordance with the provisions of any Ancillary Agreement;


                        (viii)      all consents, waivers
or approvals obtained by Seller or the Assigning Affiliates, as applicable,
with respect to the sale and purchase of the Purchased Assets, the transfer of
any Purchased Project Contract or Permit or the consummation of the
transactions contemplated by this Agreement or any of the Ancillary Agreements;


                        (ix)          
evidence, in form and substance reasonably satisfactory to Purchaser,
demonstrating that Seller has obtained Seller's Required Regulatory Approvals
and Seller's Required Consents; and


                        (x)            
any other documents or instruments reasonably required by Purchaser to
consummate the Transactions and reasonably requested of Seller prior to the
Closing Date.


        (b)           
Deliveries by Purchaser.  At Closing, Purchaser shall deliver, or
cause to be delivered, to Seller the following:


                        (i)             
the Initial Purchase Price as adjusted by the Closing Adjustment, by wire
transfer of immediately available funds to an account specified by the Seller
in a notice to Purchaser at least three (3) Business Days prior to the Closing;


                        (ii)           
instruments of assumption, properly executed and acknowledged by Purchaser in
such customary form as is reasonably acceptable to both Seller and Purchaser,
that are necessary for Purchaser to assume the Assumed Liabilities, including
the Assignment and Assumption Agreement;


                        (iii)         
those documents required to be delivered to Seller by Purchaser pursuant to ARTICLE
9 or in accordance with the provisions of any Ancillary Agreement;


                        (iv)         
all consents, waivers or approvals obtained by Purchaser with respect to the
purchase of the Purchased Assets, the transfer of any Permit or the
consummation of the transactions contemplated by this Agreement or any of the
Ancillary Agreements;


                        (v)           
evidence, in form and substance reasonably satisfactory to Seller,
demonstrating that Purchaser has obtained Purchaser's Required Regulatory
Approvals and Purchaser's Required Consents; and


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EXECUTION VERSION


                      (vi)         
any other documents or instruments reasonably required by Seller to consummate
the Transactions and reasonably requested of Purchaser prior to the Closing
Date.


        (c)            
Ancillary Agreements.  The Parties acknowledge that Seller caused
the Guaranty to be executed and delivered to Purchaser prior to or concurrently
with the execution and delivery of this Agreement.  Subject to the
consummation of and contemporaneously with the Closing, each Party will execute
and deliver, or cause to be executed and delivered, such of the Ancillary
Agreements which such Party is required to execute and deliver, or cause to be
executed and delivered, as applicable, at or upon the Closing and which such
Party has not previously executed and delivered, or caused to be executed and
delivered, as applicable.


      Section
3.2          Initial Purchase
Price.


The initial purchase price for the Purchased Assets being
sold shall be One Hundred Seventy Million Dollars (U.S. $170,000,000) (the
"Initial Purchase Price").


    Section
3.3          Adjustments to
Initial Purchase Price.


        (a)            
Adjustment Sections.  The Initial Purchase Price shall be subject
to such adjustments as are specified in this Section 3.3 and Section
3.4 and as may occur under the provisions of Section 3.5 (this Section
3.3, Section 3.4 and Section 3.5 being referred to as the
"Adjustment Sections," and the Initial Purchase Price as so
adjusted is herein referred to as the "Purchase Price"). 
The Initial Purchase Price shall also be adjusted to account for the items
prorated as of the Closing Date pursuant to Section 3.4.


        (b)           
Inventory.  The Parties agree that the Initial Purchase Price
assumes a quantity of Purchased Inventory, in the aggregate, with a book value
of one million eight hundred eighty two thousand seven hundred and seventy
seven Dollars ($1,882,777) (the "Inventory Threshold"). 
Accordingly, the Parties agree that the Initial Purchase Price shall be further
adjusted by the difference between the Inventory Threshold and the book value
of the Purchased Inventory as of the Closing (determined in the same manner as
the initial valuation of the Purchased Inventory for determining Inventory
Threshold) (the "Inventory Value").  The Initial Purchase
Price shall be (i) increased by the amount by which the
Inventory Value exceeds the Inventory Threshold, or (ii) decreased by the
amount by which the Inventory Value is less than the Inventory Threshold. 
Notwithstanding the foregoing, there shall be no adjustment to the Initial Purchase
Price pursuant to this Section 3.3(b) unless the difference between the
Inventory Threshold and the Inventory Value exceeds One Hundred Thousand
Dollars ($100,000).


    Section
3.4           Prorations.


        (a)            
Purchaser and Seller agree that, except as otherwise specifically provided in
this Agreement, all of the ordinary and recurring items normally incurred by
Seller (but excluding all Taxes other than Property Taxes) relating to the
Business and operation of the Project shall be prorated and charged as of the
Closing Date, without any duplication of payment under the Purchased Project
Contracts, with Seller liable to the extent such items relate to any time
periods (tax year periods for Property Tax) ending on or prior to the  


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EXECUTION VERSION



Closing Date, and Purchaser liable to
the extent such items relate to periods (tax year periods for Property Tax)
after the Closing (measured in the same units used to compute the item in
question and otherwise measured by calendar days); provided that notwithstanding
anything to the contrary herein, Purchaser shall not pay any amount under this Section 3.4 that constitutes an Excluded
Liability.


        (b)           
In connection with the  prorations referred to in Section
3.4(a) above, in the event that actual figures are not available at the
Closing Date, the  proration shall be based upon the
applicable amounts accrued through the Closing Date or paid for the most recent
year or other appropriate period for which such amounts paid are
available.  All prorated amounts shall be recalculated and paid to the
appropriate Party within thirty (30) days after the date that the previously
unavailable actual figures become available.  Seller and Purchaser shall
furnish each other with such documents and other records as may be reasonably requested
in order to confirm all  proration calculations made
pursuant to this Section 3.4.


    Section
3.5          Procedures for
Closing Adjustments.  


        (a)            
At least twenty (20) calendar days prior to the anticipated Closing Date,
Purchaser, with the assistance and participation of, and in consultation with,
Seller, shall prepare and deliver to Seller an estimated closing statement (the
"Estimated Closing Statement") that shall set forth
Purchaser's best estimate of all estimated adjustments to the Initial Purchase
Price required by this Agreement to be made as of the Closing (the "Estimated
Closing Adjustment"). The Estimated Closing Adjustment, insofar as it relates to
the adjustment required by Section 3.3(b), will be based on an Inventory
survey which shall be conducted by Seller, in consultation with Purchaser,
within thirty (30) days prior to the Closing Date consistent with Seller's
current inventory practices and the results of which shall be delivered by
Seller to Purchaser promptly upon completion.  Seller shall provide at
least five (5) Business Days advance written notice to Purchaser of the
commencement of such Inventory survey and shall, to the extent Purchaser
reasonably requests, permit Purchaser to observe and monitor Seller's conduct
of the Inventory survey.  Within ten (10) calendar days after the delivery
of the Estimated Closing Statement by Purchaser to Seller, Seller may object in
good faith to the Estimated Closing Adjustment in writing.  If Seller objects
to the Estimated Closing Adjustment within such ten (10) calendar day period,
the Parties shall attempt to resolve their differences by negotiation.  If
the Parties are unable to do so prior to the Closing Date (or if Seller does
not object to the Estimated Closing Adjustment), the Initial Purchase Price
shall be adjusted (the "Closing Adjustment") at the Closing by
the amount of the Estimated Closing Adjustment not in dispute.  The
disputed portion shall be resolved in accordance with the provisions of Section
3.6.


        (b)           
Within sixty (60) days after the Closing Date, Purchaser, with the assistance
and participation of, and in consultation with, Seller, shall prepare and
deliver to Seller a final closing statement (the "Post-Closing
Statement") that shall set forth all adjustments to the Initial
Purchase Price proposed by Purchaser to be required by this Agreement to be
made as of the Closing to the extent not previously effected by the Closing
Adjustment (the "Proposed Post-Closing Adjustment").  To
the extent applicable, the Post-Closing 


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EXECUTION VERSION


Statement shall be prepared using the
same accounting principles, policies and methods as Seller has historically used
in connection with the calculation of the items reflected on the Post-Closing
Statement.  Within thirty (30) days after the delivery of the Post-Closing
Statement by Purchaser to Seller, Seller may object in good faith to the
Proposed Post-Closing Adjustment in writing, stating in reasonable detail its
objections thereto.  To the extent any amounts are undisputed, the Initial
Purchase Price shall be further adjusted (the "Post-Closing
Adjustment") by the amount of the Proposed Post-Closing Adjustment not
in dispute, effective as of the earlier of the date Purchaser receives Seller's
written objections to the Proposed Post-Closing Statement or the date such
objections are due, and the Post-Closing Adjustment shall be effectuated within
two (2) Business Days thereafter as provided in Section 3.6. 
Seller and Purchaser agree to cooperate to exchange information used to prepare
the Post-Closing Statement and information relating thereto.  If Seller
objects to the Proposed Post-Closing Adjustment, the Parties shall attempt to
resolve such dispute by negotiation, and to the extent the Parties are unable
to resolve any such dispute, then the disputed portion of the Proposed
Post-Closing Adjustment shall be resolved in accordance with the provisions of Section
3.6.


    Section
3.6          Procedures for
Certain Purchase Price Adjustments.  If circumstances exist that result
in any disagreement in respect of an adjustment to the Purchase Price pursuant
to the provisions of the Adjustment Sections, then and in any such event, such
negotiations, and the resolution of disagreements, shall be conducted in
accordance with the provisions of this Section 3.6.  The Parties
shall negotiate such adjustment of the Purchase Price in good faith prior to
the date such adjustment is otherwise scheduled to become effective (each, a
"Scheduled Adjustment Date").  If the Parties are unable
to agree upon an adjustment by the fifth (5th) Business Day prior to such date,
then such Scheduled Adjustment Date (but not the Closing Date or the
Termination Date) shall be extended to the fifth (5th) Business Day following
completion of the procedure described in this Section 3.6 and the
determination of the pertinent adjustment, to provide for the opportunity to resolve such disagreement
pursuant to the provisions of this Section 3.6.  Within seven (7)
Business Days following the original Scheduled Adjustment Date, each Party
shall submit to the Independent Accounting Firm in writing, its proposed
adjustments of the Purchase Price which were to occur on such Scheduled
Adjustment Date.  Such proposals shall be materially in accordance with
the last proposals made by such Party to the other Party during the course of
the aforementioned good faith negotiations between the Parties.  The
Parties shall additionally submit such memoranda, arguments, briefs and
evidence in support of their respective positions, and in accordance with such
procedures, as the Independent Accounting Firm may determine.  Within five
(5) Business Days following the due date of such submissions, as to each
adjustment of the Purchase Price that was to occur on the Scheduled Adjustment
Date concerning which there exists disagreement, the Independent Accounting
Firm shall select, on an individual basis, a proposed adjustment of the
Purchase Price proposed by one of the Parties, it being agreed that the
Independent Accounting Firm shall have no authority to alter any such proposal
in any way.  Such determination by the Independent Accounting Firm shall
be final and binding between the Parties as to such adjustments of the Purchase
Price and shall not be subject to further challenge by the Parties pursuant to Section
11.8 or otherwise.  Upon the determination of the appropriate
adjustments, the Parties shall, subject to the terms and conditions of this
Agreement, effectuate such adjustments by including them in the payments to
occur at the Closing or, if such adjustments result in payments being due from
one Party to the other after the Closing, by the Party from whom such payment
is due delivering the payment to the other Party no later than two (2) Business
Days after such determination, in immediately available funds or in any other
manner as reasonably requested by the payee, together with interest thereon
from the Scheduled Adjustment Date to the date of payment at a variable rate of
interest equal to the "prime rate" as published in The Wall Street
Journal from time to time during the applicable period.  Subject to the
foregoing, the Independent Accounting Firm may determine the issues in dispute
following such procedures, consistent with the provisions of this Agreement, as
it deems appropriate to the circumstances and with
reference to the amounts in issue.  The 


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EXECUTION VERSION



 Parties do not intend to impose any
particular procedures upon the Independent Accounting Firm, it being the desire
of the Parties that any such disagreement shall be resolved as expeditiously and
inexpensively as reasonably practicable.  The Independent Accounting Firm
shall have no liability to the Parties in connection with services, except for
acts of bad faith, willful misconduct or gross negligence and the Parties shall
provide such indemnities to the Independent Accounting Firm as it may reasonably
request consistent with the foregoing.  The fees and disbursements of the
Independent Accounting Firm shall be paid one-half by Seller and one-half by
Purchaser.


    Section
3.7          Allocation of
Purchase Price.  The Parties will, at their own cost, file all Tax
Returns consistently with the allocation of the Purchase Price and the Assumed
Liabilities to the Purchased Assets as provided in accordance with this Section
3.7.  The allocation of the Initial Purchase Price and the Assumed
Liabilities to the Purchased Assets is set forth in Schedule 3.7
(the "Allocation").  In the event that there is any
adjustment to the Initial Purchase Price pursuant to any of the Adjustment
Sections, the Allocation shall be adjusted as provided in Schedule 3.7
to allocate the Final Purchase Price and the Assumed Liabilities to the
Purchased Assets (the Allocation as so adjusted being referred to herein as the
"Final Allocation").  If any dispute arises between the
Parties regarding the Final Allocation, the dispute shall be referred to the
Independent Accounting Firm for resolution.  For purposes of this Section
3.7 and wherever the Independent Accounting Firm is retained to resolve a dispute
between the Parties, the Independent Accounting Firm may determine the issues
in dispute following such procedures, consistent with the provisions of this
Agreement, as it deems appropriate to the circumstances and with reference to the amounts in issue.  The
Parties do not intend to impose any particular procedures upon the Independent
Accounting Firm, it being the desire of the Parties that any such disagreement
shall be resolved as expeditiously and inexpensively as reasonably
practicable.  The Independent Accounting Firm shall have no liability to
the Parties in connection with such services except for acts of bad faith,
willful misconduct or gross negligence, and the Parties shall provide such
indemnities to the Independent Accounting Firm as it may reasonably request
consistent with the foregoing.  The determination of the Independent
Accounting Firm shall be final and binding on the Parties hereto and shall not
be subject to further challenge by the Parties pursuant to Section 11.8
or otherwise.  The fees and disbursements of the Independent Accounting
firm shall be paid one-half by Seller and one-half by Purchaser. 
Purchaser and Seller agree to file timely Internal Revenue Service Form 8594,
if necessary, and all Tax Returns, in accordance with the Final Allocation
determined under this Section 3.7 and to report the Transactions for
federal Income Tax and all other Tax purposes in a manner consistent with such
allocation.  Each Party agrees promptly to provide the other with any
additional information and reasonable assistance required to complete Form
8594, if necessary, or to compute Taxes arising in connection with (or
otherwise affected by) the Transactions.


ARTICLE 4



REPRESENTATIONS AND WARRANTIES OF SELLER


Seller represents and warrants to Purchaser, as of the
Effective Date and as of the Closing Date, as follows:


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EXECUTION VERSION



    Section
4.1          Organization and
Existence.  Seller is a limited liability company, duly formed, validly
existing and in good standing under the laws of the State of Delaware and has
all requisite limited liability company power and authority to own, lease and
operate its properties and to carry on its business as now being
conducted.  Seller is duly qualified to do business and is in good
standing in Louisiana, the state where the Project is located.


    Section
4.2          Execution, Delivery
and Enforceability.  Subject to the entry of the Approval Order,
Seller has all requisite limited liability company power and authority to
execute and deliver, and perform its obligations under this Agreement and the
Ancillary Agreements to which it is or becomes a party and to consummate the
transactions contemplated hereby and thereby.  Subject to the entry of the
Approval Order, the execution and delivery by Seller of this Agreement and of
the Ancillary Agreements to which it is or becomes a party, the performance by
Seller of its obligations hereunder and thereunder and the consummation by Seller of the
transactions contemplated hereby and thereby, have been duly and validly
authorized by all necessary limited liability company action required on the
part of Seller and no other limited liability company proceedings on its part
are necessary to authorize the execution and delivery by Seller of this
Agreement and the Ancillary Agreements to which Seller is or becomes a party,
the performance by Seller of its obligations hereunder and  thereunder
or the consummation by Seller of the transactions contemplated hereby and thereby. 
Assuming the due authorization, execution and delivery by Purchaser of this
Agreement and the Ancillary Agreements to which it is or becomes a party when
executed by Purchaser, this Agreement constitutes, and the Ancillary Agreements
to which Seller is or becomes a party when executed and delivered by it will
constitute, its valid and legally binding obligations, enforceable against it,
in accordance with its and their respective terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws of general application relating to or affecting the enforcement of
creditors' rights and by general equitable principles.


      Section
4.3          No Violation.


    Subject to the entry of the Approval Order and to Seller
obtaining Seller's Required Consents and Seller's Required Regulatory
Approvals, and except for compliance with the requirements of the HSR Act,
neither the execution and delivery by Seller of this Agreement or any of the
Ancillary Agreements to which it is or becomes a party, nor Seller's
performance of or compliance with any provision hereof or thereof, nor Seller's
consummation of the transactions contemplated hereby or thereby will:


        (a)            
violate, or conflict with, or result in a breach of, any provisions of the
certificate of formation or the limited liability company agreement of Seller;


        (b)           
result in a default (or give rise to any right of termination, cancellation or
acceleration) under, or conflict with, or result in a breach of, any of the
terms, conditions or provisions of any note, bond, mortgage, loan agreement,
deed of trust, indenture, license or agreement or other instrument or
obligation to which Seller is a party or by which Seller or any of the
Purchased Assets is bound, other than the Senior Loan Documents and except for
such defaults (or rights of termination, cancellation or acceleration) (i) with respect to which requisite waivers or consents have
been, or prior to the Closing will have been, obtained or 


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EXECUTION VERSION 



(ii) which, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect;


        (c)            
violate any Law, writ, injunction or decree, applicable to Seller or the
Purchased Assets; or


        (d)           
require the declaration, filing or registration with or notice to,
authorization of, or consent or approval from any Person.


    Section
4.4          Compliance with Laws. 
There is no uncured violation by Seller or any of its Affiliates with respect
to or relating to any of the Purchased Assets of any Law or judgment of any
Governmental Authority (excluding any Environmental Law, in respect of which
Seller's sole representations and warranties are set forth in Section 4.15),
except to the extent that any such uncured violations (i) individually or in the aggregate, have not had and could not
reasonably be expected to have a Material Adverse Effect and can be routinely
cured in the ordinary course of the conduct of the Business, and (ii) to
Seller's Knowledge, are set forth in Schedule 4.4.  Prior to
the Closing Date, any such uncured violation set forth in Schedule 4.4
shall have been cured.


    Section
4.5          Permits. 
Except as set forth in Schedule 4.5, the Permits comprise,
and Seller holds, all permits, registrations, franchises, certificates,
licenses and other authorizations, consents and approvals of all Governmental
Authorities required by Law (excluding any of the foregoing required under any
Environmental Law, in respect of which Seller's sole representations and
warranties are set forth in Section 4.15) for the Project or the Project
Site or for the ownership and operation of the Project and the Project Site, as
currently or historically operated, including for the uses, operations,
activities, facilities, structures, buildings, equipment and machinery associated with the foregoing. 
Each Permit is in full force and effect and no event has occurred which
permits, or with or without the giving of notice or the passage of time or both
would permit, the revocation or termination of any Permit and, to Seller's
Knowledge, there is no condition, circumstance or issue that represents any
impediment to obtaining the prompt renewal or extension of any Permit with an
associated cost not in excess of standard renewal or extension fees. 
Seller has no planned changes to the Project or the Project Site, including any
power  uprate, which requires modification of any
Permit which has not yet been obtained.  Seller is in compliance with the
Permits and all of its obligations with respect thereto, except to the extent
that any such failures to comply (i) individually
or in the aggregate, have not had and could not reasonably be expected to have
a Material Adverse Effect and can be routinely cured in ordinary course of the
conduct of the Business, and (ii) to Seller's Knowledge, are set forth in Schedule
4.5.  Prior to the Closing Date, any such failures to comply set
forth in Schedule 4.5 shall have been cured.  


      Section
4.6          Litigation. 
Except as set forth in Schedule 4.6, there is no claim, action,
proceeding or investigation pending or, to Seller's Knowledge, threatened
against Guarantor, Seller, CGS, any Assigning Affiliate or any of their Affiliates
or relating to any of the Purchased Assets, before any court, arbitrator or
Governmental Authority, or any judgment, decree, writ, injunction or order of
any court, arbitrator or Governmental Authority binding on Guarantor, Seller,
CGS, any Assigning Affiliate or any of their Affiliates or relating to any of
the Purchased Assets, which, individually or in the aggregate, could reasonably
be expected to result, or has resulted, in (i) the institution of legal proceedings to
prohibit or restrain the 


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EXECUTION VERSION



performance by Seller of Seller's obligations
under this Agreement or any of the Ancillary Agreements to which Seller is or
becomes a party, or the consummation of the transactions contemplated hereby or
thereby, (ii) a claim against Purchaser or any of its Affiliates for damages as
a result of Seller entering into this Agreement or any of the Ancillary
Agreements to which Seller is or becomes a party, or the consummation of the
transactions contemplated hereby or thereby, (iii) a material delay in or
material impairment of Seller's performance of its obligations under this
Agreement or any of the Ancillary Agreements to which Seller is or becomes a
party or a material impairment of the authority, right or ability of Seller to
consummate the transactions contemplated hereby or thereby, or (iv) a Material
Adverse Effect.


    Section
4.7          Material Contracts. 
Except for (i) the Purchased Project Contracts, (ii) this
Agreement, the CCGT LTSA Termination Agreement, the CT LTSA Termination
Agreement, the Interim Power Purchase Agreement and, as of the Closing Date,
any other Ancillary Agreement, (iii) the Senior Loan Documents, (iv) the
Subordinated Financing Documents, and (v) any Project Contract listed in Schedule
4.7, neither Seller nor any Assigning Affiliate is a party to, or bound
by or subject to, and there is not in effect, any Project Contract relating to
employment or any other material Project Contract.


    Section
4.8          Purchased Project
Contracts.  Except as set forth in Part I of Schedule 4.8,
no default, event of default or other event which, with notice or lapse of time
or both, would constitute a default, has occurred or exists under any of the
Purchased Project Contracts, except for such defaults, events of default and
other events as to which requisite waivers have been, or prior to the Closing
will have been, obtained or that have been cured, as confirmed in writing by
the party(ies) thereto entitled to assert the default or
event of default or, in the case of any such default, event of default or other
event first occurring after the Effective Date, that shall have been cured, as
confirmed in writing by the party(ies) thereto
entitled to assert the default or event of default, by the earlier of the Closing Date or the date
thirty (30) days after receipt by Seller or any Assigning Affiliate of written
notice specifying such default, event of default or other event.


        (a)            
Except as set forth in Part II of Schedule 4.8, no claim, action,
proceeding or investigation, is pending or, to Seller's Knowledge, threatened
against Seller or any Assigning Affiliate, as applicable, challenging the
enforceability of any of the Purchased Project Contracts.


        (b)           
Each Purchased Project Contract constitutes the valid and binding obligation of
Seller or the Assigning Affiliate party thereto, as applicable, and, to
Seller's Knowledge, the other parties thereto, enforceable in accordance with
its terms.


    Section
4.9          Movable Property. 
Part I(B) of Schedule 2.1(c) lists each item of movable property
included in the Purchased Assets with a value of $5,000 or greater owned in
whole or in part by Seller or any Assigning Affiliate (the "Movable
Property").  Seller or an Assigning Affiliate has good and valid
title to the Movable Property, free and clear of all Encumbrances, except
Permitted Encumbrances.


    Section
4.10      Immovable Property.  Schedule
2.1(a) sets forth a description of the Owned Immovable Property. 
Seller has good and marketable fee simple absolute title of record in all of
the Owned Immovable Property (except in the case of a servitude or easement, in
which case Seller shall convey good and 


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EXECUTION VERSION


 marketable title in its rights as
grantee and owner of the dominant estate thereunder), free and clear of all Encumbrances, except
Permitted Encumbrances.  Except as set forth in Schedule 4.10,
there are no proceedings pending for the reduction or any contemplated increase
in, the assessed valuation of the Owned Immovable Property.


    Section
4.11      Leased Immovable and Movable Property. 
Except as set forth in Schedule 4.11, neither Seller nor any
Assigning Affiliate leases any immovable property or movable property pursuant
to any Project Contract that is required to be listed in Schedule 4.7. 
Seller or an Assigning Affiliate has, and will convey to Purchaser at Closing,
good and valid leasehold interests in the Leased Immovable Property and the
Leased Tangible Movable Property.


    Section
4.12      Sufficiency of Purchased Assets. 
Except (i) to the extent any contract, agreement,
license or lease relating to the ownership, operation and maintenance of the
Purchased Assets, including the Project, may not be assigned or assignable in
whole or in part to Purchaser or any Permit may not be transferable to
Purchaser, but only to the extent that the failure of any of the foregoing to
be assigned or transferred to Purchaser at the Closing shall not have any
material adverse effect on Purchaser's ability to own, operate and maintain the
Project after the Closing, (ii) for changes occurring after the Effective Date
in the ordinary course of the conduct of the Business consistent with past
practices and the provisions of this Agreement, (iii) for Excluded Assets, and
(iv) items of movable property readily available commercially, the Purchased
Assets constitute (A) all of the assets used by Seller or any Affiliate of
Seller in connection with the ownership, operation and maintenance of the
Project during the twelve-month period immediately prior to the Effective Date,
and (B) all of the assets, properties, rights (including real property rights),
consents and interests necessary for the use, operation and maintenance of the
Project consistent with Accepted Electrical Practices and in the manner
operated and maintained during such twelve-month period.


    Section
4.13      Intellectual Property.  Except as
set forth in Schedule 2.2(j) or Schedule 4.13: 
(i) Seller owns or, pursuant to the
Purchased Project Contracts listed in Schedule 2.1(e), otherwise
possesses sufficient rights to use such patents, copyrights, trademarks,
service marks, technology, know-how, computer software programs and
applications, databases and tangible or intangible proprietary information or
materials (the "Intellectual Property Rights") as are currently
used in connection with the operation of the Project, and (ii) Seller's
Intellectual Property Rights and the business and activities of Seller and its
Affiliates related to the Project do not conflict with or infringe upon any
valid Intellectual Property Rights of any other Person.


    Section
4.14      Brokers.  All negotiations relating
to this Agreement and the Transactions have been carried on by Seller and in
such a manner as not to give rise to any valid claim against Purchaser or any
of its Affiliates (by reason of Seller's actions) for a brokerage commission,
finder's fee or other like payment to any Person.


    Section
4.15      Environmental Matters.


        (a)            
Except as set forth in Schedule 4.15(a), (i)
Seller has never generated, transported, used, stored, treated, disposed of,
handled or managed any Hazardous Substance relating to the Project or at the




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EXECUTION VERSION



Project Site, except in compliance with all Environmental
Laws; (ii) to Seller's Knowledge, no Hazardous Substance ever has been Released
at the Project Site, including without limitation into the Environment at the
Project Site, except in compliance with all Environmental Laws or as has been  Remediated in compliance with all Environmental Laws;
(iii) to Seller's Knowledge, no Hazardous Substance has ever been
transported from the Project Site, including without limitation to an Off-Site
Location, except in compliance with all Environmental Laws; (iv) Seller does
not presently own, operate, lease or use, nor has it previously owned,
operated, leased or used, any above-ground storage tanks, underground storage
tanks or other process tanks relating to the Project or at the Project Site;
(v) to Seller's Knowledge, no Environmental Conditions currently exist or
in the past have existed relating to the Project or at the Project Site; and
(vi) to Seller's Knowledge, except for the Environmental Permits set forth on Schedule
2.1(f), no lien, restriction or limitation under any Environmental
Law has ever been imposed by any Governmental Authority on the Project or the
Project Site, and, to Seller's Knowledge, there are no facts, circumstances or
conditions that are reasonably likely to be expected to restrict, encumber or
result in the imposition of any lien, restriction or limitation under any
Environmental Law with respect to the ownership, occupancy, or use of the
Project or the Project Site.


        (b)           
Except as set forth in Schedule 4.15(b), (i)
Seller has no liability under, nor has ever violated, any Environmental Law;
(ii) the Project and the Project Site currently are and, since July 31, 2000,
have been in compliance with all Environmental Laws; (iii) to Seller's
Knowledge, at all times prior to July 31, 2000, the Project and the Project
Site have been in compliance with all Environmental Laws; (iv) the Project and
the Project Site are not now and, to Seller's Knowledge, have never been
subject to any Environmental Claim; and (v) Seller has no Knowledge or reason
to anticipate that any of the foregoing will be forthcoming.


        (c)            
Except as set forth in Schedule 4.15(c), to Seller's Knowledge,
the Project and the Project Site currently do not contain, since July 31, 2000
never have contained, and at no time prior to July 31, 2000 ever
contained, any asbestos or asbestos-containing material, 


polychlorinated biphenyls or equipment containing the
foregoing, lead or lead-based paint, or urea formaldehyde foam insulation.


        (d)           
Seller has provided to Purchaser all information, including without limitation
true and complete copies of all documents, correspondence, records and data
relating to any Environmental Condition at the Project or the Project Site,
whether generated by Seller or others, including without limitation any and all
Environmental Reports relating to the Project or the Project Site.  Schedule
4.15(d) sets forth a complete list of all such Environmental Reports.


        (e)            
Seller has disclosed to Purchaser all Environmental Claims or Environmental
Liabilities with respect to the Project or the Project Site of which it has
Knowledge, and provided a statement of circumstances or conditions which Seller
has Knowledge or reason to anticipate could give rise to an Environmental Claim
or Environmental Liabilities with respect to the Project or the Project Site.


        (f)             
Seller has obtained or, in the case of any Environmental Permit that was
obtained by one or more of Seller's contract counter-parties as specified in Schedule
2.1(f), such contract counter-parties have obtained, all Environmental
Permits required by Environmental Laws for the construction and operation of

 


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EXECUTION VERSION



the Project or the Project Site, each of which Environmental 
Permits is in full force and effect, to the extent required by Law, and Seller
is and has been, and such contract counter-parties are and have been, in full
compliance with all such Environmental Permits, except as set forth in Schedule
4.15(f); provided, further, Seller is not aware of any conditions,
circumstances or issues that (i) represent any
impediment to the prompt renewal or extension of any such Environmental
Permits, to the extent required by Law, with an associated cost not in excess
of standard modification, renewal or extension fees, or (ii) which
requires modification of any Environmental Permit which modification has not
yet been obtained.  Schedule 2.1(f) sets forth all
Environmental Permits applicable to the Project or the Project Site, as well as
any pending applications for modification, renewal or extension of any such
Environmental Permits.


        (g)            
Except as set forth in Schedule 4.15(g), Seller previously has
not sought or obtained, nor, to Seller's Knowledge, has there been or is there
currently, environmental-insurance coverage for the Project or the Project
Site.  Schedule 4.15(g) sets forth a complete list of any
such environmental-insurance policies.


        (h)            
Except as set forth in Schedule 4.15(h), Seller has
diligently addressed, pursued and resolved the Remediation of all
Environmental  Conditions identified in the Environmental  Reports
and any such Remediation required by Environmental Laws has been timely
undertaken, pursued and resolved in accordance with all Environmental Laws.


        (i)             
Except as set forth in Schedule 4.15(i),
Seller has obtained or, prior to the Closing Date, will have obtained all
Emissions Allowances required by Environmental Laws for the use of the Project
or the Project Site during each year until the year in which the Closing
occurs, each of which Emission Allowances are or, prior to the Closing Date,
will be in full force and effect.


    Section
4.16      Tax Matters.  Seller or an
Affiliate of Seller has prepared in good faith and duly filed or caused to be
duly filed all Tax Returns and all documentation necessary to obtain and
maintain the tax exemptions or incentives secured under the Louisiana
Enterprise Zone Tax Incentive Program and the Louisiana Industrial Tax
Exemption Program relating to the Business and the Purchased Assets and
required to be filed by Seller or any of its Affiliates with any Governmental
Authority.  With respect to all amounts in respect of Taxes imposed with
respect to the Purchased Assets or for which Seller is or could be liable,
whether to taxing authorities (as, for example, under law) or to other entities
(as, for example, under tax allocation agreements or partnership agreements)
with respect to all taxable periods (or portions thereof) ending on or before Closing
Date, all applicable tax Laws and agreements have been complied with, and all
such amounts required to be paid by Seller to taxing authorities or others have
been paid.  Neither Seller nor any of its Affiliates is a party to any
action or proceeding, nor to Seller's Knowledge, is any such action or
proceeding contemplated or threatened, for the assessment or collection of any
Taxes relating to the Business or the Purchased Assets, and no deficiency
notices or reports have been received by Seller or any of its Affiliates in
respect of any Tax relating to the Business or the Purchased Assets.  To
Seller's Knowledge, no state of facts exists or has existed which would
constitute grounds for the assessment of any Tax liability with respect to the
periods which have not been audited by the Internal Revenue Service or other
relevant Governmental Authority.  Except to the extent set forth in Schedule
4.16, there are no outstanding agreements 


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EXECUTION VERSION



 or waivers extending the statutory
period of limitation applicable to any federal or state income Tax Return for
any period.


    Section
4.17      Employee Matters.


        (a)            
All of the Employees are employees of CGS, an Affiliate of Seller, and none of
the Employees are employees of Seller.


        (b)           
There are no Collective Bargaining Agreements to which Guarantor, Seller, CGS
or any of their Affiliates is a party or is subject relating in any manner to
the Project or which relate to the terms of employment of any current or former
Employees.  Neither Guarantor, Seller, CGS nor any of their Affiliates has
any written or verbal agreement with any union or employee representative
relating to current or former Employees.  There is no pending or
threatened claim, complaint, grievance, or arbitration proceeding against Guarantor,
Seller, CGS or any of their Affiliates arising out of or under any Collective
Bargaining Agreement which relates to or once related to current or former
Employees or other Persons with respect to work performed in support of the
Project.


        (c)            
Guarantor, Seller, CGS and their Affiliates are in compliance with all Laws
relating directly or indirectly to Employees, Independent Contractors, labor
relations, workers' compensation, wages and hours, safety, discrimination, affirmative
action, hiring and firing, employee benefits, immigration, workers'
compensation, employment or consulting agreements, or related in any way to
terms, conditions, practices of employment or the workplace.  Guarantor,
Seller, CGS or any of their Affiliates have not engaged in any unfair labor
practice or otherwise unlawful employment practice under any Law with respect
to any current or former Employees or Independent Contractors.  There is
no labor strike, slowdown or work stoppage pending or threatened against Guarantor,
Seller, CGS or any of their Affiliates relating to or affecting the
Project.  None of Guarantor, Seller, CGS or any of their Affiliates has
experienced any work stoppages, labor strikes, slow downs or been a party or
participant to any action arising under any Collective Bargaining Agreement
before the National Labor Relations Board or other Governmental Authority in
any way relating to the Project or current or former Employees or Independent
Contractors.  None of Guarantor, Seller, CGS or any of their 


Affiliates has received notice of any unfair or illegal
labor, workplace or employment-related claim or similar claim pending or
threatened against or involving any of Guarantor, Seller, CGS or any of their
Affiliates before the National Labor Relations Board, the Equal Employment
Opportunity Commission, the Department of Labor or any other Governmental
Authority in any way relating to the Project or current or former Employees or
Independent Contractors.  None of Guarantor, Seller, CGS or any of their
Affiliates has received notice of any, and to Seller's Knowledge there is no,
pending or threatened claim by any past or present Employees or Independent
Contractors, or any Governmental Authority alleging that any of Guarantor,
Seller, CGS or any of their Affiliates is not in compliance under Law relating
directly or indirectly to employment or workplace conditions or practices
related to the Project.


    Section
4.18      Employee Benefit Plans.


        (a)            
Schedule 4.18(a) sets forth a true and complete list of all
Employee Plans.  Except for the Employee Plans listed in Schedule
4.18(a), Guarantor, Seller, CGS or any of their Affiliates have no
liability  


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EXECUTION VERSION



with respect to any Employees under (i) any
"employee benefits plan" as defined in Section 3(3) of ERISA, (ii)
any other severance pay, stay pay, salary continuation, bonus, incentive, stock
option, retirement, pension, profit sharing or deferred compensation plans,
contracts, programs, funds, or similar arrangements, or (iii) any other
employee benefit plan, contract, program, fund or similar arrangement, whether
written or oral, qualified or nonqualified, funded or unfunded, foreign or
domestic, which Guarantor, Seller, CGS or any of their Affiliates sponsor or
make available for the benefit of any Employees.  Guarantor, Seller, CGS
or any of their Affiliates have not incurred any liability under ERISA Sections
4062(b), 4063 or 4064 to the Pension Benefit Guaranty Corporation in connection
with any Employee Plan that is subject to Title IV of ERISA, nor any withdrawal
liability to any multiemployer pension plan under ERISA Sections 4201 et
seq. or to any multiemployer welfare benefit plan.


        (b)           
Copies of the following materials have been made available to Purchaser: (i) all current plan documents for each Employee Plan, or in
the case of an unwritten Employee Plan, a written description thereof, (ii) all
current summary plan descriptions and summaries of material modifications for
each Employee Plan, and (iii) any other document, form or other instrument
relating to any of the Employee Plans reasonably requested by Purchaser.


    Section
4.19      Regulatory Status.  Seller was
determined by FERC to be an exempt wholesale generator within the meaning of
Section 32 of the Public Utility Holding Company Act of 1935 (an "EWG")
by order dated April 13, 2001, in Docket No. EG-01-138-000.  The Project
and Seller have met, and will continue to meet, until the consummation of the
Transactions at the Closing, all applicable requirements for the maintenance of
such EWG status.


    Section
4.20      Full Disclosure.  No representation
or warranty of Seller contained in this Agreement or in any statement,
information, Schedule or certificate furnished or to be furnished by or on
behalf of Seller pursuant hereto or in connection with the transactions
contemplated hereby contains or will contain any untrue statement of a material
fact or omits or will omit to state a material fact necessary in order to make
the statements, taken as a whole, contained herein or therein not misleading.


    Section
4.21      Financial Information.  Seller has
provided Purchaser with true and correct copies of its balance sheet, income
statement and statement of changes in cash flows for its last completed fiscal
year, together with the related report of its independent accountants, PriceWaterhouseCoopers, and its  unaudited financial statements for its most recently
completed fiscal quarter (collectively, the "Seller Financial
Statements").  The Seller Financial Statements have been prepared
in accordance with GAAP consistently applied and present fairly, in all
material respects, the financial position, results of operations and cash flow
of Seller at and for the periods therein.  The Cap Ex/O&M Budget was
prepared and developed by Seller in good faith and is reasonable and represents
Seller's best judgment in accordance with Accepted Electrical Practices.


      Section
4.22      Accuracy of Information.  The
documents, books, records, materials and other information furnished or made
available by or on behalf of Seller to ESI or Purchaser, or their
representatives or agents in connection with ESI's or Purchaser's due diligence investigation of the Project or  


-41-










EXECUTION VERSION



the negotiation of the Term Sheet, dated as of May 2, 2003, by and
between Seller and ESI or this Agreement, taken as a whole, accurately present the condition,
operations and operating characteristics of the
Purchased Assets, including the Project, in all material respects and, except
as set forth in Schedule 4.22, there has been no material adverse
change in the condition, operations or operating characteristics of any of the
Purchased Assets, including the Project, from the date any such information was
provided.


    Section
4.23      WARN Act.  Neither Seller nor CGS
has, during the past ninety (90) days, taken any action which would require any
compliance under the WARN Act, including the termination or laying off of any
Employees or any other employees, or any other action that could constitute a "plant
closing" or "mass layoff" as those terms are defined by the WARN
Act.


ARTICLE 5



REPRESENTATIONS AND WARRANTIES OF PURCHASER


    Purchaser represents and warrants to Seller, as of the
Effective Date and as of the Closing Date, as follows:


    Section
5.1          Organization and
Existence.  Purchaser is a corporation, duly organized, validly
existing and in good standing under the laws of the State of Louisiana, and has
all requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted.


    Section
5.2          Execution, Delivery
and Enforceability.  Purchaser has all requisite corporate power and
authority to execute and deliver, and to perform its obligations under, this
Agreement and the Ancillary Agreements to which Purchaser is or becomes a party
and to consummate the transactions contemplated hereby and thereby.  The
execution and delivery by Purchaser of this Agreement and of the Ancillary
Agreements to which Purchaser is or becomes a party, the performance by
Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the
transactions contemplated hereby and thereby, have been duly and validly
authorized by all necessary corporate action required on the part of Purchaser
and no other corporate proceedings on its part are necessary to authorize the
execution and delivery by Purchaser of this Agreement and the Ancillary
Agreements to which it is or becomes a party, the performance by Purchaser of
its obligations hereunder and  thereunder or the
consummation by Purchaser of the transactions contemplated hereby and
thereby.  Assuming the due authorization, execution and delivery by Seller
of this Agreement and the Ancillary Agreements to which Seller is or becomes a
party, when executed by Seller, this Agreement constitutes, and the Ancillary Agreements to which
Purchaser is or becomes a party when executed by Purchaser will constitute, the
valid and legally binding obligations of Purchaser, enforceable against
Purchaser in accordance with its and their respective terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws of general application relating to or
affecting the enforcement of creditors' rights and by general equitable
principles.


      Section
5.3          No Violation. 
Subject to Purchaser obtaining Purchaser's Required Regulatory Approvals and
Purchaser's Required Consents, and except for compliance with the requirements
of the HSR Act, neither the execution and delivery by Purchaser of this
Agreement or any of the Ancillary Agreements to  


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EXECUTION VERSION



which it is or becomes a party, nor
Purchaser's performance of or compliance with
any provision hereof or thereof, nor Purchaser's consummation of the
transactions contemplated hereby or thereby will:


        (a)            
violate, or conflict with, or result in a breach of any provisions of the
certificate of incorporation or bylaws of Purchaser;


        (b)           
result in a default (or give rise to any right of termination, cancellation or
acceleration) under, or conflict with, or result in a breach of, any of the
terms, conditions or provisions of, any material note, bond, mortgage, loan
agreement, deed of trust, indenture, license or agreement or other instrument
or obligation to which Purchaser is a party or by which Purchaser is bound,
except for such defaults (or rights of termination, cancellation or
acceleration) (i) with respect to which requisite
waivers or consents have been, or prior to the Closing will have been, obtained
or (ii) which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect;


        (c)            
violate any Law, writ, injunction or decree, applicable to Purchaser or any of
its assets, except such violations which, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect and do not
affect the validity or enforceability of this Agreement or the Ancillary
Agreements or the validity of the Transactions; or


        (d)           
require the notice to or consent, approval or authorization of or from any
Person which, if not obtained, would prevent Purchaser from performing its
obligations hereunder, or require the declaration, filing or registration with
or notice to, authorization of, consent or approval from any Person which, if
not made, would prevent, materially delay or materially impair Purchaser's
performance of its obligations hereunder or materially impair Purchaser's
authority, right or ability to consummate the Transactions.


    Section
5.4          Litigation. 
There is no claim, action, proceeding or investigation pending against
Purchaser or any of its Affiliates before any court, arbitrator or Governmental
Authority, or any judgment, decree or order of any court, arbitrator or
Governmental Authority binding on Purchaser or any of its Affiliates which,
individually or in the aggregate, could reasonably be expected to result, or
has resulted, in (a) the institution of legal proceedings to prohibit or
restrain the performance by Purchaser of Purchaser's obligations under this
Agreement or any of the Ancillary Agreements to which Purchaser is or becomes a
party, or the consummation of the transactions contemplated hereby or thereby,
(b) a claim against Seller or any of its Affiliates for damages as a result of
Purchaser entering into this Agreement or any of the Ancillary Agreements to
which Purchaser is or becomes a party or the consummation by Purchaser of the
transactions contemplated hereby or thereby, or (c) a material delay in or
material impairment of Purchaser's performance of its obligations under this
Agreement or any of the Ancillary Agreements to which Purchaser is or becomes a
party or a material impairment of the authority, right or ability of Purchaser
to consummate the Transactions.


      Section
5.5          Brokers. 
All negotiations relating to this Agreement and the Transactions have been
carried on by Purchaser and in such a manner as not to give rise to any valid claim
against Seller or any of its Affiliates (by reason of Purchaser's actions) for
a brokerage commission, finder's fee or other like payment to any Person.


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 EXECUTION
VERSION 


    Section
5.6          Financial Statements. 
Purchaser has provided Seller with true and correct copies of Purchaser's
balance sheet, income statement, statement of cash flows and statement of
retained earnings for each of its last three completed fiscal years, together
with the related reports of its independent accountants, Deloitte & Touche LLP (collectively, the "Purchaser
Financial Statements").  The Purchaser Financial Statements have
been prepared in accordance with GAAP consistently applied and present fairly,
in all material respects, the financial position of Purchaser as of the dates
of such balance sheets and the results of operations and cash flow of Purchaser
for the periods presented therein.


      Section
5.7          No Other
Representations and Warranties.  Purchaser acknowledges and agrees
that, except as otherwise expressly set forth in this Agreement or any
Ancillary Agreement, Seller makes no representations or warranties about the
Purchased Assets, the Project or the Project Site, and the Purchased Assets
shall be transferred to Purchaser in their condition at the time of Closing,
AS-IS, WHERE-IS, without any representation or warranty of condition whatsoever
and without any representation or warranty that the Purchased Assets are free
from redhibitory or latent defects or vices.


ARTICLE 6



COVENANTS OF EACH PARTY


    Section
6.1          Efforts to Close. 
Subject to the terms and conditions herein, each of the Parties hereto shall
use its Commercially Reasonable Efforts to consummate and make effective, as
soon as reasonably practicable, the Transactions, including the satisfaction of
all conditions thereto set forth herein.  Such actions shall include, in
the case of Seller, exercising its Commercially Reasonable Efforts to obtain,
or to cause one or more of the Assigning Affiliates to obtain, at the earliest
practicable date and in any event prior to the Closing Date, each of the
consents, waivers, authorizations and approvals of any Governmental Authority
which is reasonably necessary to effectuate the Transactions, including
Seller's Required Regulatory Approvals, and exercising its Commercially
Reasonable Efforts to obtain, or to cause one or more of the Assigning
Affiliates to obtain, at the earliest practicable date and in any event prior
to the Closing Date, each of the consents, waivers, authorizations and
approvals of any other Person which is reasonably necessary to effectuate the
Transactions or which is required to transfer, convey and assign to Purchaser
at the Closing any and all rights of Seller and the Assigning Affiliates,
including contractual rights, necessary to operate the Purchased Assets,
including Seller's Required Consents, and the Title Policy and effecting all
other necessary notifications, registrations and filings, including, without
limitation, filings under applicable Laws, including the HSR Act, and all other
necessary filings with any Governmental Authority having jurisdiction over
Seller, any of the Assigning Affiliates or the Project.  Such actions
shall include, in the case of Purchaser, exercising its
Commercially Reasonable Efforts to obtain each of the Permits, licenses,
consents, waivers, authorizations and approvals of any Governmental Authority
or other Person which is reasonably necessary to effectuate the Transactions,
including Purchaser's Required Regulatory Approvals and Purchaser's Required
Consents, and effecting all other necessary notifications, registrations and
filings, including, without limitation, filings under applicable Laws,
including the HSR Act, and all other necessary filings with any Governmental
Authority having jurisdiction over Purchaser or any of the Participating
Entergy Operating Companies.  Each Party will  


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EXECUTION VERSION 





provide the other with copies of all written communications received by it from
Governmental Authorities relating to the approval or disapproval of this
Agreement, the Ancillary Agreements or the Transactions.


    Section
6.2          Expenses. 
Whether or not the Transactions are consummated, except as otherwise provided
in the Adjustment Sections or any other provision of this Agreement, all costs
and expenses incurred in connection with this Agreement and the Transactions
shall be paid by the Party incurring such expenses.  Notwithstanding the
foregoing, (i) costs associated with preliminary title
reports or commitments and the Title Policy and any endorsements required by
Purchaser shall be borne by Purchaser; (ii) documentary transfer fees, if any,
will be borne jointly by Seller and Purchaser, (iii) recording costs and
charges respecting real property will be borne by Purchaser, except that Seller
shall bear the cost of releasing any monetary Encumbrances of or on the Project
Site or any other Purchased Assets attributable to Seller's ownership or use of
the Project Site or any of the Purchased Assets (such as Seller's mortgage or
any mechanics or  materialmens' liens); (iv) except as
otherwise specifically set forth in Section 6.12, all fees,
charges and costs of economists and other experts, if any, jointly retained by
Purchaser and Seller in connection with submissions made to any Governmental
Authority and advice in connection therewith respecting approval of the
Transactions will be borne jointly; and (v) the filing fee payable in
connection the notifications required to be filed under the HSR Act and the
rules and regulations promulgated  thereunder with
respect to the Transactions shall be borne by Purchaser.  All such charges
and expenses shall be promptly settled between the Parties at the Closing or
upon termination or expiration of further proceedings under this Agreement, or
with respect to such charges and expenses not determined as of such time, as
soon thereafter as is reasonably practicable.


    Section
6.3          Updating.  


        (a)            
Seller may from time to time notify Purchaser of any changes or additions to
any of Seller's Schedules to this Agreement and Purchaser may from time to time
notify Seller of any changes or additions to any of Purchaser's Schedules to
this Agreement by the delivery of amendments or supplements thereto, if any, as
of a reasonably current date prior to the Closing, but each Party shall in any
event at least once not earlier than ten (10) Business Days or later than three
(3) Business Days prior thereto so notify the other Party.  Prior to the
Closing, no such notification, change, addition, amendment or supplement made
pursuant to this Section 6.3 shall be deemed to cure any inaccuracy
of any representation or warranty made in this Agreement as of the date hereof,
unless the Party receiving such notification specifically agrees thereto in
writing, nor shall any such notification be considered to constitute or give
rise to a waiver by either Party of any condition set forth in this Agreement,
any failure of any Party to satisfy any such condition or any breach of any
representation or warranty set forth in this Agreement.  Without limiting
the generality of the foregoing, Seller shall notify Purchaser promptly of the
occurrence of (i) any material casualty, physical
damage, destruction or physical loss respecting, or any material adverse change in, the physical condition
of the Project, subject to ordinary wear and tear and to routine maintenance,
and (ii) any other material event reasonably likely to impair Seller's ability
to perform its obligations under this Agreement.


(b)           
Seller shall deliver the Monthly Financial Report to Purchaser not later than
fifteen (15) days following the last day of each calendar month.  Seller
shall prepare the Inventory Report, as of the last day of each calendar month
consistent with Seller's current inventory practices, and Seller shall deliver
the 


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EXECUTION VERSION


Inventory Report to Purchaser not later than fifteen (15)
days following the last day of each calendar month, provided that the first
Inventory Report prepared and delivered pursuant to this sentence shall be
prepared as of February 29, 2004 and shall be delivered not later than March 15,
2004.


        (c)            
Seller shall provide to Purchaser copies of all notices received by Seller or
any of its Affiliates, or sent by Seller or any of its Affiliates, from or to
any other party, as the case may be, under the Senior Loan Documents.


        (d)           
Purchaser shall provide to Seller copies of its publicly-available regulatory
filings with respect to the Transactions as made.


    Section
6.4          Conduct Pending Closing. 
Prior to consummation of the Transactions or the termination or expiration of
this Agreement pursuant to its terms, unless Purchaser shall otherwise consent
in writing, which consent shall not be unreasonably withheld or delayed, and
except (i) for actions which are required by Law, (ii)
for reasonable actions taken in connection with any emergency force  majeure event and promptly disclosed in writing to
Purchaser, (iii) for actions which arise from or are related to any of the
Excluded Assets or the Excluded Liabilities or the anticipated transfer of the
Purchased Assets, or (iv) as otherwise contemplated by this Agreement or
disclosed in Schedule 6.4, Seller shall:


        (a)            
Operate and maintain the Project, or cause the Project to be operated and
maintained, in all material respects in accordance with (i)
the ordinary course of business consistent with past practices and Accepted
Electrical Practices, and (ii) applicable Laws, including Environmental Laws,
expending not less than 85 percent of the amounts budgeted  therefor
in the Cap Ex/O&M Budget; and make such expenditures and the related
capital improvements and additions in the amounts and at the times set forth in
the Cap Ex/O&M Budget;


        (b)           
Not amend, terminate, renegotiate or renew either of the LTSAs, or amend, terminate, renegotiate or, except
as required by their terms, renew any Purchased Project Contract, or enter into
any new Project Contract that would (if it existed on the date hereof) have
been required to be listed in Schedule 4.7 other than
"Additional Project Documents" (as defined in the Senior Loan
Documents), or default (or take or omit to take any action that, with the
giving of notice or passage of time or both, would constitute a default or give
rise to a right of termination) under Seller's obligations under either of the  LTSAs, or any Purchased Project Contract;


        (c)            
Not sell, lease, transfer or dispose of, or make any contract for the sale,
lease, transfer or disposition of, any material assets or properties which
would be included in the Purchased Assets, except sales, leases, transfers or
dispositions of Inventory in the ordinary course of business consistent with
past practices and Accepted Electrical Practices and which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect;


        (d)           
Not permit the sale or otherwise permit the transfer, directly or indirectly
(whether by assignment, merger, other business combination or otherwise), to any
third-party of Seller or all or 


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EXECUTION VERSION


substantially all of the assets of Seller, or suffer to
exist or occur any direct or indirect change in the ownership of Seller;


        (e)            
Not (i) incur any obligations for borrowed money or
guarantee or otherwise become liable for the obligations of, or make any loans
or advances to, any Person, except as would after the Closing constitute an
Excluded Liability or (ii) delay the payment or discharge of any liability or
obligation to GEII under either of the  LTSAs or
which, upon the Closing, would be an Assumed Liability, whether because of the
Transactions or otherwise, provided that Seller may delay the payment or
discharge of any liability or obligation the validity of which Seller is
disputing or contesting in good faith, to the extent such delay is in
compliance with Seller's obligations under Section 6.4(b) and could not
reasonably be expected to adversely affect, in any material respect, the
operations, maintenance or physical condition of the Project, and such
liability or obligation, and any liability or obligation arising from Seller's
delay in the payment or discharge thereof, constitute Excluded Liabilities;


        (f)             
Except as otherwise required by the terms of the Employee Plans or applicable
Law, not, and cause Guarantor, CGS or any of their Affiliates not to, (i) materially increase the salaries or wages of Employees
prior to the Closing, (ii) take any action prior to the Closing to effect a
material change in the Employee Plans or enter into or otherwise become bound
by any Collective Bargaining Agreement relating to the terms of employment of
any Employees or otherwise relating in any manner to the Project, (iii) take
any action prior to the Closing to materially increase the aggregate benefits
payable to Employees or (iv) hire, or transfer to the Project, any new
Employees or Independent Contractors (other than those Independent Contractors
engaged on behalf of the Agent and the Banks pursuant to the Senior Loan
Documents) prior to the Closing, other than to fill vacancies in existing
positions in the reasonable discretion of Seller;


        (g)            
Not grant any Encumbrance on any Purchased Assets, except Permitted
Encumbrances;


        (h)            
Maintain or cause to be maintained in force and effect
the material property and liability insurance policies related to the Project;


        (i)             
(i) Not make any material change in the levels
of Inventory maintained at the Project except in accordance with the ordinary
course of business consistent with past practices and Accepted Electrical
Practices, and (ii) ensure that the inventory of Consumables reflected on
the Closing Inventory Report shall not be less than the inventory of
Consumables reasonably necessary for the operation of the Project (assuming
operation of the Project at a fifty percent (50%) capacity factor) for not less
than the sixty (60) day period following the Closing;


        (j)             
Use Commercially Reasonable Efforts to maintain customary business
relationships with any  lessor, licensor, or supplier
of Seller to the extent relating to the Project and customary relations with
Employees, each in accordance with the ordinary course of business consistent
with past practices;


        (k)            
Not take any action which would cause any of Seller's representations and
warranties set forth in ARTICLE 4 to be untrue in any material respect
as of the Closing;


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EXECUTION VERSION


        (l)             
Promptly give notice to Purchaser upon becoming aware of the occurrence or
impending occurrence of any event which would (i)
cause any of the representations of Seller contained herein to be untrue in any
material respect or (ii) constitute a breach of any of the covenants of Seller
contained in this Agreement; 


        (m)          
Not resolve, settle or compromise any Environmental Condition, Environmental
Claim or Environmental Liability, including without limitation with any
Governmental Authority, except to the extent such resolution, settlement or
compromise does not impose any post-Closing liabilities on Purchaser or require
any post-Closing Remediation; and


        (n)            
Use best Commercially Reasonable Efforts to terminate, prior to Closing, the
Little Bell Servitude.


        (o)           
Use Commercially Reasonable Efforts (i) to document,
or cause to be documented, prior to the Closing, the complete terms of all
Warranties the complete terms of which are not documented as of the Effective
Date and (ii) to obtain assignments from third parties to Seller of all
Warranties which, as of the Effective Date, are made to any Person other than
Seller.  


Provided, however, that nothing in this Section
6.4 shall (i) obligate Seller to make
expenditures other than in the ordinary course of business consistent with past
practices, or to otherwise suffer any economic detriment, (ii) preclude Seller
from paying, prepaying or otherwise satisfying any liability which, if
outstanding as of the Closing Date, would be an Assumed Liability or an
Excluded Liability, (iii) preclude Seller from incurring any liabilities or
obligations to any third party in connection with obtaining such Party's
consent to any transaction contemplated by this Agreement or the Ancillary
Agreements provided such liabilities and obligations incurred under this clause
(iii) shall be Excluded Liabilities pursuant to Section 2.4 hereof if
not approved in advance by Purchaser (which approval shall not be unreasonably
withheld or delayed) or (iv) preclude Seller from instituting, participating in
or completing any program designed to promote compliance or comply with
applicable Laws or Accepted Electrical Practices with respect to the Project or
Purchased Assets.


    Section
6.5          Bankruptcy Actions.


        (a)            
No later than five Business Days after the Effective Date, Seller shall file
with the Bankruptcy Court a motion or motions, in form and substance reasonably
satisfactory to Purchaser (collectively, the "Sale Motion"),
seeking, among other things, entry of (i) an order approving (A)  the terms of this Agreement, (B)
the bidding protections described and/or set forth in Section 6.6 of
this Agreement or otherwise set forth in the Sale Motion, and (C) certain
procedures relating to alternative offers for the Purchased Assets, which order
shall be in the form of Exhibit H hereto (the "Bidding
Procedures Order"), and (ii) an order approving the sale of the
Purchased Assets to Buyer free and clear of all Liens and claims (as defined
under the Bankruptcy Code) pursuant to Section 363(f) of the Bankruptcy Code,
which order shall be in substantially the form of Exhibit I hereto
(the "Approval Order").


        (b)           
Seller shall use Commercially Reasonable Efforts to have the Bankruptcy Court (i) schedule a hearing on the Sale Motion, (ii) enter the
Bidding Procedures Order as soon as practicable following the 


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EXECUTION VERSION



Petition Date, but in any case no later than forty-five (45)
days after the Petition Date, (iii) enter the Approval Order as and when
contemplated by the Bidding Procedures Order, but in any case no later than
ninety (90) days after the Petition Date, and (iv) not vacate, stay, amend,
reverse, supplement, or modify the Bidding Procedures Order or the Approval
Order.  Seller shall not withdraw the Sale Motion or seek to revoke,
modify, or supplement the Sale Motion, the Bidding Procedures Order, or the
Approval Order without the prior written consent of Purchaser. 
Furthermore, Seller shall use Commercially Reasonable Efforts to obtain any
other approvals or consents from the Bankruptcy Court that may be reasonably
necessary to consummate the Transactions.


        (c)            
Purchaser shall use its Commercially Reasonable Efforts to assist Seller in
obtaining the Bidding Procedures Order and the Approval Order, including
providing testimony as required at any hearing before the Bankruptcy Court.


        (d)           
Seller shall promptly provide Purchaser with drafts of all documents, motions,
orders, filings, or pleadings that Seller or any Affiliate thereof proposes to
file with the Bankruptcy Court or any other court or tribunal which relate in
any direct manner to (i) this Agreement or the
Transactions; (ii) the Sale Motion; (iii) entry of the Bidding Procedures Order
or the Approval Order; or (iv) the Business (including, without limitation, all
"first-day papers" to be filed in the Case), and will provide
Purchaser with a reasonable opportunity, if practicable, to review such
documents in advance of their service and filing.  To the extent practicable,
Seller shall consult and cooperate with Purchaser, and consider in good faith
the views of Purchaser, with respect to all such filings.


        (e)            
Seller shall comply with all requirements of the Bankruptcy Code and Federal
Rules of Bankruptcy Procedure (as such rules may be modified by order of the
Bankruptcy Court) in connection with obtaining approval of the sale of the
Purchased Assets (including the assumption and assignment to Buyer of the
Purchased Project Contracts) to Purchaser pursuant to this Agreement. 
Notice of the hearings on the request for entry of the Bidding Procedures Order
and the Approval Order pursuant to the Sale Motion, notice of any hearings at
which objections to proposed cure amounts or other issues regarding the proposed
assumption and assignment of the Purchased Project Contracts pursuant to the
Sale Motion, and notice of the deadline for all objections to entry of the
Bidding Procedures Order, the Approval Order, or any other order related
thereto or to the Sale Motion shall be properly served by Seller in accordance
with all applicable Federal Rules of Bankruptcy Procedure and all applicable
local rules and standing orders of the Bankruptcy Court on all parties required
to receive such notices, including, without limitation, all parties who have
asserted any Encumbrance on or in any of the Purchased Assets, all parties to
any of the Purchased Project Contracts, counsel to any statutory committee
appointed in the Case, the Office of the United States Trustee for the Western
District of Louisiana, all financial institutions that have provided loans to
Seller having amounts outstanding, all parties filing notices of appearance or
requests for papers in the Case, the Internal Revenue Service, the U.S.
Environmental Protection Agency and any applicable Louisiana environmental
agency, and, to the extent required, each of Seller's other creditors.  In
addition, notice of the Sale Motion and the hearing on the request for entry of
the Approval Order and the objection deadline for such hearing shall be 


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EXECUTION VERSION


given by Seller, in a form reasonably satisfactory to
Purchaser, by publication of a notice in The Wall Street Journal (National Edition), The Houston Chronicle and The Advocate
(Baton Rouge, Louisiana) at a time reasonably in advance of such objection
deadline and hearing.  Upon entry of the Bidding Procedures Order by the
Bankruptcy Court, Seller (and its Affiliates) will strictly comply with such
Bidding Procedures Order.


    Section
6.6          Bidding Procedures. 
Seller acknowledges that this Agreement is the culmination of an arm's-length
process undertaken by Seller to identify and negotiate a transaction with a
bidder who was prepared to pay a reasonable, fair and acceptable price to date
for the Purchased Assets while assuming or otherwise satisfying certain
liabilities in order to maximize value for Seller's constituents.  Seller
agrees that the bidding procedures (the "Bidding Procedures")
to be employed with respect to this Agreement concerning the sale of the
Purchased Assets to Purchaser shall be employed pursuant to the terms of the
Bidding Procedures Order and the terms and conditions of that order are
incorporated by reference and made an integral part of this Agreement as if
fully set forth herein.  The Bidding Procedures and related bid
protections are designed to compensate Purchaser for its efforts and agreements
to date and to facilitate a full and fair process designed to maximize the
value of the Purchased Assets for the benefit of Seller's bankruptcy
estate.  In particular, Seller acknowledges and agrees that (i) no other party to date has been willing to
enter into a definitive agreement for the purchase of the Purchased Assets on
terms acceptable to Seller and its creditor constituencies, (ii) the execution
of this Agreement by Purchaser is a necessary prerequisite to determining
whether any party other than Purchaser is willing to enter into a definitive
agreement for the purchase of the Purchased Assets on terms acceptable to
Seller and its creditor constituencies, (iii) Purchaser would not be willing to
enter into this Agreement without the protections afforded to it pursuant to
the Bidding Procedures, including the Liquidated Damages, and (iv) as a result,
such protections are expenses necessary to maximize the value of Seller's
bankruptcy estate.


      Section
6.7          Regulatory Approvals.


        (a)            
Subject to Section 6.1, on a mutually agreed date Seller and Purchaser
shall each file or cause to be filed with the Federal Trade Commission and the
Department of Justice all notifications required to be filed under the HSR Act
and the rules and regulations promulgated  thereunder
with respect to the Transactions. The Parties shall consult with each other as
to the appropriate time of filing such notifications and shall agree in good
faith upon the timing of such filings.


        (b)           
Subject to Section 6.7(f) each Party shall:


                        (i)             
take promptly any or all of the following actions to the extent necessary to
eliminate any concerns on the part of any Governmental Authority regarding the
legality under any applicable Law of the consummation of the Transactions:
entering into negotiations, providing information or making proposals;


                        (ii)           
use Commercially Reasonable Efforts (including taking the steps contemplated by
Section 6.7(b)(i) to prevent the entry in a
judicial or administrative proceeding brought under any Law by any Governmental
Authority or any other party for a permanent or preliminary injunction,
temporary restraining order or other order that would make consummation of the
Transactions unlawful or that would prevent or delay such consummation; and


   -50-





EXECUTION VERSION


                     (iii)         
take promptly, in the event that such an injunction or order has been issued in
such a proceeding, any and all Commercially Reasonable Efforts, including the
appeal thereof, the posting of a bond or the steps contemplated by Section
6.7(b)(i), necessary to vacate, modify or suspend
such injunction or order so as to permit such consummation on a schedule as
close as possible to that contemplated by this Agreement.


        (c)            
Subject to Section 6.1, Purchaser shall have the primary responsibility
for securing the transfer, reissuance
or procurement of the Permits and Environmental Permits effective as of the
Closing Date.  Consistent with Section 6.1, Seller shall use all
Commercially Reasonable Efforts to cooperate and assist with Purchaser's
transfer,  reissuance, modification or procurement of
Permits and Environmental Permits, including without limitation by executing
any required forms or providing timely and appropriate notices to Governmental
Authorities for Purchaser to obtain all Permits and Environmental Permits that
are to be transferred to it, reissued or procured pursuant to Section
2.1(f).  Purchaser and Seller further acknowledge and agree that such
action may be required prior to, on or after the Closing Date, provided that
the transfer or  reissuance of any permit or
Environmental Permit shall not be effective prior to Closing.


        (d)           
Subject to Section 6.1, Purchaser and Seller shall each take all
Commercially Reasonable Efforts, including without limitation executing any
required forms or providing appropriate notices to Governmental Authorities, in
a timely fashion, for Purchaser to obtain all, or the rights to all, SO2
Emission Allowances that are to be transferred to it pursuant to Section
2.1(k) without limitation the right to receive such SO2 Emission
Allowances that are or may be allocated or issued in the future. 
Purchaser and Seller further acknowledge and agree that such actions may be
required prior to, on or after the Closing Date, providing that such transfer
shall not be effective prior to the Closing.


        (e)            
Seller shall cause the Pre-Closing Environmental Assessment to be prepared (at
the joint expense of Seller and Purchaser) not earlier than thirty (30) days
prior to the closing and delivered to Purchaser at least fifteen (15) days
prior to the Closing.  At its sole cost and expense, not to exceed
$2,500,000, Seller promptly shall undertake or cause to be undertaken by the
Environmental Consultant all necessary actions to redress to Purchaser's
reasonable satisfaction any Environmental Condition identified in the
Pre-Closing Environmental Assessment or otherwise identified by Purchaser
during due diligence that was not identified in the environmental assessment
conducted prior to the Effective Date, including without limitation by
expeditiously moving forward to complete any such Remediation and also by
paying immediately when due the costs of any such Remediation.  Without
limiting the generality of the foregoing, to the extent required by
Environmental Laws, Seller shall submit to the relevant Governmental
Authorities a plan of Remediation or other appropriate submission to achieve
the closure of any such Environmental Condition so identified; provided,
however, that the outcome of any plan of Remediation shall be a "no
further action" or analogous determination by the Governmental Authority that
the Remediation has been performed in compliance with Environmental Laws and
that no further Remediation is required.  Purchaser 


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EXECUTION VERSION




shall have a reasonable right of
prior review, comment and approval of any such plan of Remediation or other
submission to any Governmental Authority.  Any such submission shall
identify Seller as the sole party responsible for compliance with the terms and
conditions of the Remediation or submission in question.


        (f)             
Notwithstanding anything herein to the contrary, nothing in this Agreement
shall require Purchaser or any of its Affiliates to dispose of or sell any
assets or properties or businesses, hold separate particular assets or
categories of assets or properties or businesses, or agree to dispose of or
hold separate one or more assets or properties, or to take any other action
that could have an adverse effect on Purchaser or any of its Affiliates.


    Section
6.8          Assignment of
Contracts.  (a)  The Approval Order shall include an
authorization for Seller to assume and assign to Purchaser all Purchased
Project Contracts, with Seller responsible for the cure of all monetary
defaults with respect to those Purchased Project Contracts in accordance with Section
6.9 below.  


        (b)           
Notwithstanding anything to the contrary in this Agreement or otherwise,
Purchaser shall have the right through Closing to amend Schedule 2.1(e)
hereto to (i) delete from Schedule 2.1(e) any
Purchased Project Contract; and (ii) add any contract or agreement to which
Seller is a party to Schedule 2.1(e) (other than the Project
Contracts listed in Schedule 2.2(c)).  Seller shall use
Commercially Reasonable Efforts to assist Purchaser in making its determination
as to whether to delete Purchased Project Contracts from Schedule 2.1(e),
including, without limitation, providing Purchaser with, or making available to
Purchaser, copies of all such Purchased Project Contracts and all amendments or
supplements thereto and providing Purchaser with access to, and contact and
other information it possesses, with respect to all third parties to such
Purchased Project Contracts.  Purchaser agrees and acknowledges that its
right to take assignment of Purchased Project Contracts added to Schedule
2.1(e) shall be subject to the obligation of Seller to give reasonable
notice to parties to such additional Purchased Project Contracts of Seller's
intent to assume such contracts and assign such contracts to Purchaser and any
other applicable procedures established by the Bankruptcy Court or required by
the Bankruptcy Code.  No representation, warranty or covenant of Seller
made herein shall be deemed breached as a result of the removal by Purchaser of
any Purchased Project Contract from Schedule 2.1(e) pursuant to
this Section 6.8(b).


      Section
6.9          Cure of Defaults. 
Subject to entry of the Approval Order with the requirement referred to in Section
6.8 and the occurrence of the Closing, Seller shall at its expense cure any
and all defaults with respect to the Purchased Project Contracts that will be
transferred to Purchaser at Closing as and in the amount required by the
Bankruptcy Court.


    Section
6.10      Adequate Assurances Regarding Purchased
Project Contracts.  With respect to each Purchased Project Contract
that will be transferred to Purchaser at Closing, Purchaser will provide
adequate assurance to the extent required under the Bankruptcy Code of the
future performance of such Purchased Project Contract by Purchaser. 
Purchaser and Seller agree that they will promptly take all actions reasonably
required to assist in obtaining a Bankruptcy Court finding that there has been
an adequate demonstration of adequate assurance of future performance under
such Purchased Project Contracts, such as furnishing affidavits,
non-confidential financial information or other documents or information for
filing with the Bankruptcy Court and making Purchaser's and Seller's
representatives available to testify before the Bankruptcy Court.


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EXECUTION VERSION



   Section
6.11      Performance Under Contracts. 
Subject to the terms and conditions of this Agreement, including, without
limitation, Section 2.3, Purchaser shall, from and after the Closing Date, (a)
assume all obligations and liabilities of Seller that constitute Assumed
Liabilities under the Purchased Project Contracts that are transferred to
Purchaser at Closing; and (b) take all actions reasonably necessary to satisfy
the Assumed Liabilities. 


      Section
6.12      Tax Matters.


        (a)            
All Transfer Taxes incurred in connection with this Agreement and the Ancillary
Agreements and the transactions contemplated hereby and thereby (whether
imposed on Seller or Purchaser) shall be borne one-half by Seller and one-half
by Purchaser.  Seller will timely prepare and file, to the extent required
by applicable Law, all necessary Tax Returns and other documentation with
respect to all such Transfer Taxes, and timely pay the amount shown as due on
such Tax Returns to the applicable Governmental Authority.  Purchaser will
be entitled to review such returns a reasonable period in advance of filing,
not less than ten (10) Business Days prior to the due date of such Tax Returns,
and such Tax Returns shall be subject to Purchaser's approval (which shall not
be unreasonably withheld or delayed).  Not less than five (5) Business
Days prior to the due date of such Tax Returns, Purchaser shall pay to Seller
one-half of the amount shown as due on such Tax Returns, as approved by
Purchaser or, in the event of a dispute, determined in accordance with this
Agreement.  To the extent required by applicable Law, but subject to such
review and approval, Purchaser or any of its Affiliates will join in the
execution of any such Tax Returns or other documentation.  To the extent
this transaction is a sale of tangible personal property (corporeal movables),
Purchaser and Seller intend for this sale to qualify as an isolated or
occasional sale of tangible personal property pursuant to La. Rev. Stat.
47:301(10). Purchaser and Seller shall cooperate with each other to provide any
applicable exemption certificates or other documentation necessary to obtain
available tax exempt status for this transaction.


        (b)           
With respect to Property Taxes to be prorated in accordance with Section 3.4
of this Agreement, Purchaser shall prepare and timely file all Tax Returns
required to be filed after the Closing with respect to the Purchased Assets, if
any, and shall duly and timely pay all such Taxes shown to be due on such Tax
Returns.  Purchaser's preparation of any such Tax Returns shall be subject
to Seller's approval, which approval shall not be unreasonably withheld or
delayed.  Purchaser shall make such Tax Returns available for Seller's
review and approval no later than twenty (20) Business Days prior to the due
date for filing such Tax Returns, it being understood that Seller's failure to
approve any such Tax Returns shall not limit Purchaser's obligation to timely
file such Tax Returns and duly and timely pay all Taxes shown to be due
thereon.  Not less than five (5) Business Days prior to the due date of
any such Taxes, Seller shall pay to Purchaser the amount shown as due on such
Tax Returns as determined in accordance with Section 3.4 of this
Agreement to be the responsibility of Seller and to the extent required by Law,
Seller shall join in the execution of any such Tax Returns.


        (c)            
With respect to prorated Property Taxes to be paid by Seller, Seller's
preparation of any Tax Return relating to a lien for Property Taxes on or
related to the Purchased Assets that will arise after the Closing Date shall be
subject to Purchaser's approval, which approval shall not be unreasonably
withheld or delayed.  Seller shall make such Tax Returns available for
Purchaser's review and approval no later than twenty (20) Business Days prior to
the due date for filing such Tax Return, it being understood that 


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EXECUTION VERSION


Purchaser's failure to approve any such Tax Return shall not
limit Seller's obligation to timely file such Tax Returns and duly and timely
pay all Taxes shown to be due thereon.  Not less than five (5) Business
Days prior to the due date of any such Taxes, Purchaser shall pay to Seller the
amount shown as due on such Tax Returns as determined in accordance with Section 3.4
of this Agreement to be the responsibility of Purchaser and to the extent
required by Law, Purchaser or any of its Affiliates shall join in the execution
of any such Tax Returns.  In preparing and reviewing such Tax Returns, the
Parties shall cooperate and act in good faith to resolve any disagreement
related to such Tax Returns as between the Parties or as between  either Party and any Governmental Authority.


        (d)           
Purchaser and Seller shall provide the other Party with such assistance as may
reasonably be requested by the other Party in connection with the preparation
of any Tax Return, any audit or other examination by any taxing authority, or
any judicial or administrative proceedings relating to liability for Taxes, and
each will retain and provide the requesting Party with any records or
information which may be relevant to such return, audit or examination,
proceedings or determination.  Any information obtained pursuant to this Section
6.12 or pursuant to any other Section hereof providing for the sharing of
information relating to or review of any Tax Return or other schedule relating
to Taxes shall be kept confidential by the Parties hereto. 
Notwithstanding anything in this Agreement or the Confidentiality Agreement to
the contrary, each Party (and each of its directors, officers, employees,
Affiliates, agents and other representatives) may disclose to any and all
Persons, without limitation of any kind, the tax treatment and tax structure of
the Transactions and all materials of any kind (including opinions or other tax
analyses) that are provided to or otherwise obtained or prepared by or on
behalf of such Party relating to such tax treatment and tax structure.


        (e)            
Any refund or rebate of Taxes paid or payable with respect to Taxes attributable
to any of the Purchased Assets shall be promptly paid as follows (or to the
extent payable but not paid due to offset against other Taxes shall be promptly
paid by the Party receiving the benefit of the offset as follows): (i) to Seller if attributable to Taxes with
respect to any Tax year or portion thereof ending on or before the Closing Date
(or for any Tax year beginning before and ending after the Closing Date to the
extent allocable to the portion of such period beginning before and ending on the
Closing Date); and (ii) to Purchaser if attributable to Taxes with respect to
any Tax year or portion thereof beginning after the Closing Date (or for any
Tax year beginning before and ending after the Closing Date to the extent
allocable to the portion of such period ending after the Closing Date).


        (f)             
In the event that a dispute arises between Seller and Purchaser as to the
amount of Taxes, the Parties shall attempt in good faith to resolve such
dispute, and any amount so agreed upon shall be paid to the appropriate Party.
If such dispute is not resolved within thirty (30) days thereafter, the Parties
shall submit the dispute to the Independent Accounting Firm for resolution in
accordance with the provisions ofSection 3.7, which resolution shall
be final, conclusive and binding on the Parties.  Notwithstanding anything
in this Agreement to the contrary, the fees and expenses of the Independent
Accounting Firm in resolving the dispute shall be borne one-half by Seller and
one-half by Purchaser.  Any payment required to be made as a result of 


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EXECUTION VERSION



the resolution of the dispute by the Independent Accounting
Firm shall be made within ten (10) days after such resolution, together with any
interest thereon determined by the Independent Accounting Firm to be
appropriate.


      Section
6.13      Risk of Loss.


        (a)            
From the date hereof to the Closing, all risk of loss or damage to the assets
and properties included in the Purchased Assets, including the Project, shall
be borne by Seller.


        (b)           
If, before the Closing, all or any portion of the Purchased Assets, including
the Project or the Project Site, becomes subject to or is threatened in writing
by a competent Governmental Authority with any condemnation or eminent domain
proceeding, Seller shall notify Purchaser promptly in writing of such fact, and
Purchaser may elect, in its sole discretion, either to (i)
require Seller upon the Closing to assign or cause to be assigned to Purchaser
any claim, settlement, or proceeds thereof related to such proceeding to which
Seller or any of its Affiliates may be entitled and proceed with the
Transactions, or (ii) terminate this Agreement.


        (c)            
If, before the Closing, all or any portion of the Purchased Assets, including
the Project or the Project Site, is damaged or destroyed (the "Damaged
Portion") (whether by fire, theft, vandalism or other casualty) in
whole or in part, Seller shall notify Purchaser promptly in writing of such
fact.  If the Damaged Portion could reasonably be expected to be fully
repaired or restored, in accordance with Accepted Electrical Practices, on or
before the Termination Date for an estimated cost not exceeding an amount equal
to the sum of $5,000,000 and proceeds from Project Insurance Policies in
respect of such Damaged Portion, Seller shall bear the costs of and
responsibility for fully repairing or restoring the Damaged Portion by the
Termination Date, delay the Closing for such reasonable time as is necessary to
accomplish the same, but in no event later than the Termination Date, and
promptly commence and diligently pursue such repair or restoration. Seller
shall use Commercially Reasonable Efforts to (i) cooperate with Purchaser, (ii) include Purchaser in
meetings and communications relating to such repair or restoration in order to
enable Purchaser to evaluate the quality and sufficiency thereof, and
(iii) complete such full repair or restoration on or before the
Termination Date.  If the cost of such repair or restoration of the
Damaged Portion exceeds $1,500,000, Seller will not grant its final acceptance
of any such repair or restoration without Purchaser's prior written
consent.  If, before the Closing, all or any portion of the Purchased
Assets, including the Project or the Project Site, is damaged or destroyed
(whether by fire, theft, vandalism or other casualty) and the Damaged Portion
could not reasonably be expected to be fully repaired or restored, in
accordance with Accepted Electrical Practices, on or before the Termination
Date, for an estimated cost not exceeding an amount equal to the sum of
$5,000,000 and proceeds from Project Insurance Policies in respect of such
Damaged Portion, then Purchaser may elect, in its sole discretion, either to
(x) require Seller upon the Closing to transfer or cause to be transferred to
Purchaser the proceeds (or the right to the proceeds) of applicable insurance
to which Seller or any of its Affiliates may be entitled and proceed with the
Transactions, or (y) terminate this Agreement.


    Section
6.14      Insurance.  Purchaser acknowledges
and agrees that, effective upon the Closing, the Project Insurance Policies
shall be terminated or modified to exclude coverage of the Purchased Assets,
including the Project, by Seller or any Affiliate thereof, and, as a result,
Purchaser shall be obligated at or 


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EXECUTION VERSION



before the Closing to obtain at its sole cost and expense
replacement insurance, including insurance required by any third party to be
maintained by or for the benefit of Seller or any of its Affiliates with respect
to the Purchased Assets, including the Project.  Purchaser further
acknowledges and agrees that Purchaser may need to provide to certain Governmental Authorities and third parties evidence
of such replacement or substitute insurance coverage for the continued
operation of the Purchased Assets, including the Project, following the
Closing.  If requested by Seller, Purchaser shall use its Commercially
Reasonable Efforts to assist Seller, at Seller's cost, in obtaining so-called
"tail" coverage in respect of claims brought after the Closing for
events occurring prior to the Closing, including, if appropriate, listing
Seller as an additional insured or named insured in policies of Purchaser.


      Section
6.15      Post Closing - Further Assurances. 
At any time or from time to time after the Closing, each Party will, upon the
reasonable request of the other Party, execute and deliver any further
instruments or documents, and exercise Commercially Reasonable Efforts to take
such further actions as may reasonably be required, to fulfill and implement
the terms of this Agreement or realize the benefits intended to be afforded
hereby.  After the Closing, and upon prior reasonable request, each Party
shall exercise Commercially Reasonable Efforts to cooperate with the other, at
the requesting Party's expense (but including only out-of-pocket expenses to
third parties and not the costs incurred by any Party for the wages or other
benefits paid or payable to its officers, directors or employees in furnishing
assistance), in furnishing non-privileged records, information, testimony and
other assistance in connection with any inquiries, actions, audits, proceedings
or disputes involving the Purchased Assets or any of the Parties hereto (other
than in connection with disputes between the Parties hereto) and based upon
contracts, arrangements or acts of Seller or Purchaser, which were in effect or
occurred on, prior to, or after Closing and which relate to the Purchased
Assets, including, without limitation, arranging discussions with (and calling
as a witness) officers, directors, employees, agents and representatives of
Purchaser or Seller.


    Section
6.16      Information and Records.


        (a)            
Prior to the Closing, Seller will provide or cause to be provided to Purchaser
and its agents, on a no notice basis, (i) full access to all books, records, documents or information
reasonably relating to the Project; and (ii) such access to the Project and all
individuals who regularly work at or in support of the Project, in each case at
Purchaser's sole cost, risk and expense, as Purchaser may request for any
reasonable purpose, including for purposes of verifying the accuracy of
Seller's representations and warranties as set forth in ARTICLE 4,
confirming Seller's compliance with its obligations under this Agreement or any
Ancillary Agreement, evaluating the quality and sufficiency of the performance
of the operations and maintenance of the Project, evaluating the condition,
operations and operating characteristics of the Purchased Assets, supporting
the consummation of the Transactions or the safe and efficient transfer of the
operations of the Project or making or conducting any surveys, assessments,
inspections or tests that Purchaser considers reasonably necessary to verify
the satisfaction of any of  the conditions set forth in ARTICLE 8 or
otherwise reasonably necessary.  Seller acknowledges that such inspections
and tests may include boundary and other surveys of the Immovable Property (or
any portion thereof), soil tests and borings and other engineering studies,
environmental tests and assessments, and inspections for purposes of determining
or verifying the  


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EXECUTION VERSION



location and adequacy of utilities and other improvements;
provided that in no event shall Purchaser unreasonably interfere with Seller's
operation of the Project.  Seller further acknowledges that, in connection
with such inspections and tests, Purchaser may contact any Governmental
Authority having jurisdiction over Seller, any of its Affiliates or any of the
Purchased Assets as part of Purchaser's due diligence investigation with respect
to the Project.  Seller hereby consents to any such contact.


        (b)           
Without limiting the generality of the foregoing, Seller will provide Purchaser
an office at the Project reasonably satisfactory to Purchaser sufficient to
accommodate two (2) individuals on a daily basis and equipped with the
equipment and supplies appropriate for Purchaser's use thereof for the exercise
of its rights pursuant to this Section and reasonably satisfactory to
Purchaser.


        (c)            
Without limiting the generality of the foregoing, Seller shall provide
Purchaser with access to information and personnel sufficient to allow
Purchaser to assess and determine to its reasonable satisfaction the presence,
scope and extent of any Environmental Conditions at the Project Site, the
accuracy of Seller's representations and warranties in Section 4.15, the
status of any Remediation or otherwise.  This right of access shall
include without limitation the right to request information directed to Seller
from, or other information from, any Governmental Authority with jurisdiction
over the Project or the Project Site, as well as access to the Project Site by
the Environmental Consultant or any qualified professional consultant selected
by Purchaser for the purpose of performing investigations or assessments
necessary or appropriate in Purchaser's reasonable discretion to assess the
foregoing, including without limitation the status of any Remediation or
response to any Release of Hazardous Substances.  Seller hereby consents,
for the purpose of this Section and otherwise, to any such investigation
provided that in no event shall Purchaser unreasonably interfere with Seller's
operation of the Project.


        (d)           
For a period of seven (7) years after the Closing (or, if requested in writing
by Seller within seven (7) years after the Closing, until the closing of the
examination of Seller's federal income Tax Returns for all periods prior to and
including the Closing, if later,) Purchaser will (i)
permit Seller to examine and make copies, at Seller's expense, during normal
business hours and upon reasonable notice, of any books, records, documents or
information reasonably relating to the Project and included in the Purchased
Assets delivered to it by Seller, for any reasonable purpose, including any
litigation now pending or hereafter commenced against Seller, or the
preparation of income or other Tax Returns and (ii) provide to Seller, upon
reasonable notice, such reasonable access to the Project and all individuals
who regularly work in or for the business of Purchaser at the Project during
normal business hours as Seller may request in any such notice for any such
reasonable purpose; provided, however, that all such examinations by Seller
shall occur and all such access shall be provided to Seller at times and places
reasonably set by Purchaser, and in no event shall Seller interfere with
Purchaser's operation of the Project or the conduct of its business. 
During such time period after the Closing, Seller will permit Purchaser to
examine and make copies, at Purchaser's expense, during normal business hours
and upon reasonable notice, of Seller's accounting books and records retained
as Excluded Assets pursuant to Section 2.2(m) and any other books,
records, documents or information reasonably relating to the Project not
delivered to Purchaser by Seller, for any reasonable purpose.


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EXECUTION VERSION



        (e)            
During such time period after the Closing, Purchaser will provide to Seller, at
Seller's expense, copies of such books, records, documents and information
reasonably relating to the Project and included in the Purchased Assets
delivered to it by Seller, and Seller will provide to Purchaser, at Purchaser's
expense, copies of Seller's accounting books and records retained as Excluded
Assets pursuant to Section 2.2(m) and any other books, records,
documents or information reasonably relating to the Project not delivered to
Purchaser by Seller, in either such case for any reasonable purpose, including
any litigation now pending or hereafter commenced against the requesting Party by any Person. 
Each Party will provide reasonable notice to the other Party of its need to
access such books, records, documents or other information.


    Section
6.17      Use of Cleco Marks.  Cleco Marks
will appear on some of the Purchased Assets, including on signage at the
Project, and on supplies, materials, stationery, brochures, advertising
materials, manuals and similar consumable items located at the Project. 
Purchaser has and, except as provided in this Section 6.17, from and
after the Closing Purchaser shall have, no right to use the Cleco Marks. 
Purchaser and its Affiliates shall have the right to use for internal purposes
only manuals and other books, records, documents and materials bearing Cleco
Marks from and after the Closing.  Purchaser and its Affiliates may
otherwise use and consume any items of Tangible Movable Property, Inventory,
and similar supplies and consumable items (excluding stationery), and other
Purchased Assets bearings Cleco Marks from and after the Closing; provided
that, to the extent practicable, such items are overstamped or otherwise appropriately modified to
indicate that the Business is then being conducted by Purchaser.  Subject
to the foregoing rights of use, Purchaser shall, as promptly as reasonably
practicable after the Closing, remove the Cleco Marks from, or otherwise
appropriately modify so as to render the Cleco Marks no longer visible on, the
Purchased Assets, including signage at the Project.


      Section
6.18      Employee Matters.


        (a)            
Prior to the Closing Date, Seller will cause Guarantor, Seller, CGS or any of
their Affiliates to terminate any leased employee services, temporary services
or other agreements concerning or relating to Employees, Independent
Contractors, or Persons performing work or services for the direct or indirect
benefit of the Project, including the Operation and Maintenance Agreement
between Seller and CGS, dated May 29, 2001, the WillStaff Worldwide Temporary Staffing Service
Agreement between Cleco Corporation and  WillStaff
Worldwide Staffing dated September 4, 2001, the CT LTSA, the CCGT LTSA, and any
agreements between Guarantor, Seller, CGS or any of their Affiliates and Ron
Williams Construction Company.  Purchaser has no obligation to employ or
retain any current or former Employees or Independent Contractors of Guarantor,
Seller, CGS or any of their Affiliates before or after the Closing Date. 
Purchaser has no obligation to assume any employment agreements or other
agreements concerning or relating to current or former Employees, Independent
Contractors, or Persons performing work or services for the direct or indirect
benefit of the Project.  Purchaser may, in Purchaser's sole discretion,
elect to offer employment that would not commence earlier than the next
Business Day after the Closing Date to any current or former Employees or
Independent Contractors on such terms and conditions as Purchaser may
determine, but Purchaser shall not be obligated to do so pursuant to this
Agreement, the Confidentiality Agreement or any 


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EXECUTION VERSION


other written or verbal agreement,
representation or statement related to the Transactions.  Seller shall not
make, and shall cause Guarantor, CGS and their Affiliates to
not make, any written or verbal agreement, representation or statement to
current or former Employees or Independent Contractors about the possibility of
employment or retention on the Project with Purchaser or any of its Affiliates
that is inconsistent with the foregoing provisions of this Section 6.18(a). 
Notwithstanding anything to the contrary contained in this Agreement or the
Confidentiality Agreement, prior to the Closing, upon reasonable prior notice
to Seller, Purchaser may communicate with any current or former Employee or
Independent Contractor about the possibility of employment with
Purchaser.  If Purchaser in its sole discretion, chooses to offer employment to any Employee or
Independent Contractor and such individual accepts such offer, such individual
shall be considered, for all purposes, as a newly-hired employee of
Purchaser.  In the event Purchaser decides to hire any former Employees of
Guarantor, Seller, CGS or any of their Affiliates, Purchaser shall notify
Seller of such decision and Seller shall cause Guarantor, Seller, CGS or any of
their Affiliates that are party to or benefited by the agreements described in
this sentence to release those employees from any provisions of the
"Acknowledgement and Protection of Confidential Information"
agreements or other confidentiality agreements, or any other agreement between
Guarantor, Seller, CGS or any of their Affiliates and their former Employees
with respect to matters relating to the Project, any of the Purchased Assets or
the Transactions, that may or does interfere with the Person's prospective
employment with Purchaser.


        (b)           
With respect to any "mass layoff" or "plant closing" as
defined by the WARN Act, its regulations or similar Law affecting any Employees
or other individuals performing work or services related to or for the Project
who may be legally classified as employees of Guarantor or any of its Affiliates,
Seller shall cause its Affiliates to (a) comply fully with the WARN Act and its
regulations and any similar applicable Law, and (b) perform and discharge the
obligation, if any, to serve in a timely manner and fashion all notices
required by the WARN Act, its regulations or any similar Law to Employees or
other individuals performing work or services related to or for the Project who
may be legally classified as employees of Guarantor or any of its Affiliates.


      Section
6.19      Additional Covenants of Purchaser. 
Purchaser hereby agrees with and covenants to Seller that:


        (a)            
Prior to consummation of the Transactions or the termination or expiration of
this Agreement pursuant to its terms, unless Seller shall otherwise consent in
writing, Purchaser shall not take or suffer to be taken any action which would
cause any of Purchaser's representations and warranties set forth in ARTICLE
5 to be inaccurate or incorrect in any material respect as of the Closing;
and


        (b)           
If the Closing occurs and if, and to the extent that, the assignment to and
assumption by Purchaser of the  LTSAs pursuant to this
Agreement effects a transfer to Purchaser of any prepayments, credits or
refunds that constitute Excluded Assets, Purchaser shall promptly pay to Seller
any amounts as, when and to the extent realized by Purchaser, in respect of
such Excluded Asset.


    Section
6.20      Additional Covenants of Seller. 
Seller hereby agrees with and covenants to Purchaser that:  Seller shall:


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EXECUTION VERSION


        (a)            
cooperate with Purchaser in assessing the Purchased Assets and their operating
characteristics in the interest of facilitating an orderly transition of the
management of the Purchased Assets, including the Project, on the Closing Date;
and,


        (b)           
use Commercially Reasonable Efforts to prosecute and obtain modification of the
air operating permit for the Project that will allow start-up and shut-down
operations to take place in a manner and frequency and at the NOx
emission rates substantially similar to those used and experienced by Seller
since July 31, 2000 without causing a violation of such permit.


    Section
6.21      Waiver of Implied Warranties. 
Purchaser and its agents, consultants and representatives have had a reasonable
opportunity to inspect the Purchased Assets.  Purchaser waives all
warranties and representations imposed on Seller as a matter of law (other than
the express representations and warranties of Seller set forth in this Agreement
or any Ancillary Agreement) as to the condition of the Purchased Assets,
including without limitation, the following:


        (a)            
the warranty of fitness for intended purpose or guarantee against hidden or
latent  redhibitory vices under Louisiana law,
including Louisiana Civil Code Articles 2520 through 2548;


        (b)           
the warranty imposed by Louisiana Civil Code Article 2475; 


        (c)            
all rights in  redhibition pursuant to Louisiana Civil
Code Article 2520, et seq.; and,


        (d)           
the warranty of fitness for ordinary use under Louisiana Civil Code Article
2524.


    Section
6.22      Limitations on Solicitation of Alternative
Transactions.  (a)  Seller shall not, and shall cause its
Affiliates not to, directly or indirectly, through any officer, director,
employee, agent, representative, shareholder, or otherwise, solicit or initiate
Acquisition Proposals unless made in accordance with the Bidding Procedures
Order or unless, if made prior to the entry of the Bidding Procedures Order,
made as if the Bidding Procedures Order had been entered.  Seller shall
not provide any non-public information with respect to Seller and its
Affiliates or the Transactions to any Person that expresses a bona fide
interest in making a bid in accordance with the terms of the Bidding Procedures
Order unless:  (i) such non-public
information is provided pursuant to a customary confidentiality agreement (with
terms regarding the protection of the confidential information at least as
restrictive as the terms of the Confidentiality Agreement); and (ii) such
non-public information has been delivered or previously made available to
Purchaser.  Seller may not release any Person from, or waive any
provisions of, any such confidentiality agreement to which Seller is a party.


    (b)           
Upon receipt of an Acquisition Proposal, Seller will promptly (but in no event
later than 24 hours after receipt) notify Purchaser in writing and include in
such notice the identity of the  offeror and a
complete and accurate description of the material terms and provide Purchaser
with a copy of any writing evidencing such Acquisition Proposal, and thereafter
keep Purchaser generally informed on a reasonably  


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EXECUTION VERSION



current basis of the status and terms of such Acquisition
Proposal, including, without limitation, providing Purchaser with copies of any
amendments or supplements to the Acquisition Proposal and any other writings
related to such Acquisition Proposal.  Without limiting the terms and
conditions of the Bidding Procedures Order: Seller will not accept an
Acquisition Proposal unless Seller determines in good faith and upon the advice
of independent financial advisors that such Acquisition Proposal has a value of
at least $1 million greater than:  (i) the value Seller would have
received pursuant to this Agreement, plus (ii) the Break-Up Fee (as
defined in the Bidding Procedures Order).  For purposes of such
determination, the liabilities to be assumed by Purchaser pursuant to this
Agreement shall be treated as if the Initial Purchase Price were increased by
the full face value of such liabilities.




ARTICLE 7



INDEMNIFICATION


    Section
7.1          Indemnification by
Seller.  


        (a)            
Purchaser Claims.  Seller shall indemnify, defend and hold
harmless Purchaser, its parents and Affiliates, and each of their officers,
directors, employees, attorneys, agents and successors and assigns
(collectively, the "Purchaser Group"), from and against any
and all demands, suits, penalties, obligations, damages, claims, losses, liabilities,
payments, costs and expenses ("Losses"), including reasonable
legal, accounting and other expenses in connection therewith and costs and
expenses incurred in connection with investigations and settlement proceedings,
which arise out of, are in connection with, or relate to, the following
(collectively, "Purchaser Claims"), in each case, even if such
Losses are caused by the sole, joint or concurrent negligence, strict liability
or other fault of any Person included in the Purchaser Group or any other
Person, except, in the case of any Purchaser Claims under clause (iv), (v),
(vi) or (vii) of this Section 7.1(a), to the extent caused by the
intentional misconduct or gross negligence of such Person included in the
Purchaser Group: 


                    (i)             
any breach or violation of any covenant, obligation or agreement of Seller set
forth in this Agreement;


                    (ii)           
any breach or inaccuracy of any of the representations or warranties made by
Seller in this Agreement in ARTICLE 4 or by Guarantor in the Guaranty, provided
that for purposes of determining whether there has been a misrepresentation or
breach of a representation or warranty and the amount of Losses sustained or
incurred thereby, for purposes of this Section 7.1(a) only, such
representations and warranties shall be interpreted without giving effect to
the words "material", "materially", "Material Adverse
Effect", or words of similar effect;


                    (iii)         
if the Closing occurs, any and all Environmental Losses to the extent relating
to any period of time on or prior to the Closing Date and directly or
indirectly arising out of or relating to any emissions of NOx in
excess of the limitations of or non-compliance with the limitations or other
terms or requirements of Seller's NOx emissions permit;


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EXECUTION VERSION



                    (iv)         
if the Closing occurs, Seller's ownership, operation or use of any of the
Excluded Assets; 


                    (v)           
if the Closing occurs, the failure of Seller to pay, perform or discharge any
of the Excluded Liabilities (other than an Excluded Design Liability) as and
when due; 


                    (vi)         
if the Closing occurs, any Third Party Claim relating to or arising out of the
ownership, operation or use of any of the Purchased Assets, including the
Project to the extent relating to any period of time on or prior to the Closing
Date; or 


                    (vii)        if the
Closing occurs, any other matter relating to the Business or the Purchased
Assets, to the extent relating to any period of time on or prior to the Closing Date, or relating to any Excluded Asset or Excluded
Liability (other than an Excluded Design Liability).


        (b)           
Seller Limitations.  Except as set forth in Section
7.1(d), the Purchaser Group shall not be entitled to any punitive,
incidental, indirect, special or consequential damages resulting from or
arising out of any Purchaser Claims (other than punitive, incidental, indirect,
special or consequential damages awarded against Purchaser as a result of a
Third Party Claim), including damages for lost revenues, income, or profits,
diminution in value of the Project or any other damage or loss resulting from
the disruption to or loss of operation of the Project.  Except as
otherwise provided in Section 7.1(c) and Section 7.1(d), the
aggregate damages to which the Purchaser Group will be entitled under Section
7.1(a) shall be limited to Forty-Two Million Four Hundred Thousand Dollars
($42,400,000), and, the aggregate damages to which the Purchaser Group will be
entitled under Section 7.1(a)(ii) shall also be limited to: (i) Fifteen Million Dollars ($15,000,000),
to the extent arising from or based upon any breach or inaccuracy of any of the
representations or warranties set forth in Section 4.15 or Section
4.16, (ii) Ten Million Dollars ($10,000,000), to the extent arising
from or based upon any breach or inaccuracy of any of the representations or
warranties set forth in Section 4.4, Section 4.5, Section 4.6,
Section 4.7, Section 4.8, Section 4.11, Section 4.20
or Section 4.22, and (iii) Five Million Dollars ($5,000,000), to
the extent arising from or based upon any breach or inaccuracy of any of the
representations or warranties set forth in Section 4.17, Section 4.18
or Section 4.23.  Damages to which the Purchaser Group will
be entitled under Section 7.1(a)(i) for any
breach of the covenant set forth in Section 6.4(k) shall be limited as
if the breach of such covenant were a breach or inaccuracy of the
representation or warranty which the Seller's actions have caused to be untrue.


    (c)            
Seller Limitation - Project Debt Claims.  The limitations in the
second sentence of Section 7.1(b) shall not apply to any failure to pay,
perform or discharge any Project Debt or any other Excluded Liability described
in Section 2.4(m).  The aggregate damages to which the Purchaser
Group will be entitled under Section 7.1(a)(ii) or Section 7.2(a)(v)
shall be limited to Two Hundred Thirty-Five Million Dollars ($235,000,000) to
the extent arising from any failure to pay, perform or discharge any Project
Debt or any other Excluded Liability described in Section 2.4(m), except
that such limit shall be reduced to One Hundred Million Dollars
($100,000,000) at such time as all Obligations, as such term is defined in the
Construction and Term Loan Agreement, shall have been indefeasibly paid in
full.


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EXECUTION VERSION




          (d)           
Seller Limitation - Environmental Losses.  The limitations in Section
7.1(b) shall not apply to any Environmental Losses described in Section
7.1(a)(iii).  The aggregate damages to which the Purchaser Group shall
be entitled under Section 7.1(a)(iii) shall be limited to the amount of
any fines, penalties or other Environmental Losses described in Section
7.1(a)(iii) that are imposed upon the Purchaser Group or any of the
Purchased Assets by any Governmental Authority.


    Section
7.2          Indemnification by
Purchaser.


        (a)            
Seller Claims.  Purchaser shall indemnify, defend and hold
harmless Seller, its parents and Affiliates and each of their respective
officers, directors, employees, attorneys, agents and successors and assigns
(collectively, the "Seller Group"), from and against any and
all Losses which arise out of or relate to the following (collectively, "Seller
Claims"), in each case, even if such Losses are caused by the sole,
joint or concurrent negligence, strict liability or other fault of any Person included in the
Seller Group or any other Person, except, in the case of any Seller Claims
under clause (iii), (iv) or (v) of this Section 7.2(a), to the extent
caused by the intentional misconduct or gross negligence of such Person
included in the Seller Group:


                    (i)             
any breach or violation of any covenant, obligation or agreement of Purchaser
set forth in this Agreement;


                    (ii)           
any breach or inaccuracy of any of the representations or warranties made by
Purchaser in this Agreement in ARTICLE 5, provided, that for
purposes of determining whether there has been a misrepresentation or breach of
representation or warranty and the amount of Losses sustained or incurred
thereby, for purposes of this Section 7.2(a), such representations and
warranties shall be interpreted without giving effect to the words
"material", "materially", "Material Adverse
Effect", or words of similar effect;


                    (iii)         
if the Closing occurs, the failure of Purchaser to pay, perform or discharge
any of the Assumed Liabilities as and when due; 


                    (iv)         
if the Closing occurs, any Third Party Claim relating to or arising out of the
ownership, operation or use of any of the Purchased Assets, including the
Project or any other matter relating to the Business or the Purchased Assets
(but excluding the Excluded Assets), to the extent relating to any period of
time after the Closing Date; or 


                    (v)           
if the Closing occurs, any other matter relating to the business of Purchaser
or the Purchased Assets, to the extent relating to any period of time after the
Closing Date, or relating to any Assumed Liability.  


        (b)           
Purchaser Limitations.  The Seller Group shall not be
entitled to any punitive, incidental, indirect, special or consequential
damages resulting from or arising out of any Seller Claim (other than punitive,
incidental, indirect, special or consequential damages awarded against Seller
as a result of a Third  


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EXECUTION VERSION



Party Claim), including damages for lost revenues, income,
profits, or any other damage or loss resulting from the disruption to or loss of
operation of the Project.  The aggregate damages to which the Seller Group
will be entitled under Section 7.2(a) shall be limited to
Forty-Two Million Four Hundred Thousand Dollars ($42,400,000).


    Section
7.3          Notice of Claim. 
Subject to the terms of this Agreement and upon a receipt of notice of the
assertion of a claim or of the commencement of any suit, action or proceeding
that is a Third Party Claim against any member of the Purchaser Group or the
Seller Group entitled to indemnification under Section 7.1 or Section
7.2, respectively, such Person entitled to indemnification hereunder (the
"Indemnitee") will promptly notify the Party
against whom indemnification is sought (the "Indemnitor")
in writing of any damage, claim, loss, liability or expense which the  Indemnitee has determined has given or could give rise to a
claim under, Section 7.1 or Section 7.2.  Such written
notice is herein referred to as a "Notice of Claim."  A
Notice of Claim will specify, in reasonable detail, the facts known to the  Indemnitee regarding the claim.  Subject to the terms
of this Agreement, the failure to provide (or timely provide) a Notice of Claim
will not affect the  Indemnitee's rights to
indemnification; provided, however, the  Indemnitor is
not obligated to indemnify the  Indemnitee for the
increased amount of any claim which would otherwise have been payable to
the extent that the increase resulted from the failure to deliver timely a
Notice of Claim.


    Section
7.4          Defense of Third
Party Claims.  The Indemnitor
will defend, in good faith and at its expense, any claim or demand set forth in
a Notice of Claim relating to a Third Party Claim and the  Indemnitee,
at its expense, may participate in the defense.  The  Indemnitee
may not settle or compromise any Third Party Claim so long as the  Indemnitor is defending it in good faith.  If the  Indemnitor elects not to contest a Third Party Claim, the  Indemnitee may undertake its defense, and the  Indemnitor will be bound by the result obtained by the  Indemnitee.  The  Indemnitor
may at any time request the  Indemnitee to agree to
the abandonment of the contest of the Third Party Claim or to the payment or
compromise by the  Indemnitor of the asserted claim or
demand.  If the  Indemnitee does not object in
writing within fifteen (15) days of the  Indemnitor's
request, the  Indemnitor may proceed with the action
stated in the request.  If, within that fifteen (15) day period, the  Indemnitee notifies the  Indemnitor
in writing that it has determined that the contest should be continued, the  Indemnitor will be liable under this  ARTICLE 7
only for an amount up to the amount which the  Indemnitor
had proposed be accepted in payment or compromise.  This Section 7.4
is subject to the rights of any insurance carrier of  Indemnitee
that is defending the Third Party Claim.


     Section
7.5          Cooperation-64-







EXECUTION VERSION



complaint against any Person.  The  Indemnitor will   reimburse the Indemnitee for any expenses incurred by  Indemnitee in cooperating with or acting at the request of
the  Indemnitor.


    Section
7.6          Mitigation and
Limitation of Claims.  As used in this Agreement, the term "Indemnifiable Claim" means any Purchaser
Claims or Seller Claims.  Notwithstanding anything to the contrary
contained herein:


        (a)            
Reasonable Steps to Mitigate.  The  Indemnitee
will take all reasonable steps to mitigate all Losses relating to an  Indemnifiable Claim, including availing itself of any
defenses, limitations, rights of contribution, claims against third Persons and
other rights at law or equity, and will provide such evidence and documentation
of the nature and extent of the  Indemnifiable Claim
as may be reasonably requested by the  Indemnitor. 
The  Indemnitee's reasonable steps include the
reasonable expenditure of money to mitigate or otherwise reduce or eliminate
any Loss for which indemnification would otherwise be due under this ARTICLE
7, and the  Indemnitor will reimburse the  Indemnitee for the  Indemnitee's
reasonable expenditures in undertaking the mitigation, together with interest
thereon from the date of payment to the date of repayment at a variable rate of interest equal to the
"prime rate" as published in The Wall Street Journal from time
to time during the applicable period.


        (b)           
Limitations.  Any  Indemnifiable Claim
shall be limited to the amount of actual damages sustained by the  Indemnitee, net of insurance recoveries, provided that a
Seller Claim for a breach of this Agreement by Purchaser that results in a
termination of this Agreement or other failure to consummate the Transactions
may include any excess of the consideration to be received by Seller for the
Purchased Assets under this Agreement over the consideration to be received by
Seller from the sale of the Purchased Assets to a third Person in any
subsequent transaction or over the value of the Purchased Assets if they are
not subsequently sold and a Purchaser Claim for a breach of this Agreement by
Seller  that results in a termination of this Agreement or other failure to
consummate the Transactions may include any excess of the consideration to be
paid by Purchaser to a third Person in a subsequent transaction comparable to
the Transactions over the consideration to be paid to Seller for the Purchased
Assets under this Agreement.


        (c)            
Minimum Claim.  If the Closing occurs,
no Party shall have any liability or obligation to indemnify under Section
7.1(a)(ii) or Section 7.2(a)(ii), unless and until the aggregate
amount for which such Party would be liable thereunder, but for this provision, exceeds One Million
Five Hundred Thousand Dollars ($1,500,000), in which event recovery by the  Indemnitees shall include the full aggregate amount of such
liability, including such amounts as do not exceed such threshold amount. 
Nothing in this Section 7.6(c) is intended to modify or limit a
Party's liability or obligation hereunder for other  Indemnifiable
Claims.


        (d)           
Time Limit for Claims.  If the Closing does not occur, claims for
indemnification under this ARTICLE 7 must be brought on or before the
second (2nd) anniversary of the termination of this Agreement.


    Section
7.7          After-Tax Basis. 
Any and all payments required to be made under this ARTICLE 7 shall
be made on an After-Tax Basis.


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EXECUTION VERSION


   Section
7.8          Specific Performance. 
Seller acknowledges that the Transactions are unique and that Purchaser will be
irreparably injured should such Transactions not be consummated in a timely
fashion.  Consequently, Purchaser will not have an adequate remedy at law if
Seller shall fail to sell the Purchased Assets when required to do so
hereunder.  In such event, Purchaser shall have the right, in addition to
any other remedy available in equity or law, to specific performance of such
obligation by Seller, subject to Purchaser's performance of its obligations
hereunder.  Purchaser acknowledges that the Transactions are unique and
that Seller will be irreparably injured should such Transactions not be
consummated in a timely fashion.  Consequently, Seller will not have an
adequate remedy at law if Purchaser shall fail to purchase the Purchased Assets
when required to do so hereunder.  In such event, Seller shall have the
right, in addition to any other remedy available in equity or law, to specific
performance of such obligation by Purchaser, subject to Seller's performance of
its obligations hereunder.


      Section
7.9          Exclusivity. 
Except as provided in Section 7.8, Section 10.3 or in the event
Seller shall have become liable for Liquidated Damages and such Liquidated
Damages shall not have been paid, and except for intentional fraud, the rights
and remedies of Seller and members of the Seller Group, on the one hand, and
Purchaser and members of the Purchaser Group, on the other hand, for money
damages under this Article are, solely as between Seller and the Seller Group on the one hand, and Purchaser and the
Purchaser Group on the other hand, exclusive and in lieu of any and all other
rights and remedies for money damages which each of Seller and members of the
Seller Group on the one hand, and Purchaser and members of the Purchaser Group
on the other hand, may have under this Agreement or under applicable Law with
respect to any  Indemnifiable Claim, whether at common
law or in equity.


ARTICLE 8



PURCHASER'S CONDITIONS TO CLOSING


    The obligation of Purchaser to consummate the Transactions
shall be subject to fulfillment at or prior to the Closing of the following
conditions, except to the extent Purchaser waives such fulfillment in writing:


      Section
8.1          Compliance with
Provisions.  Seller shall have performed or complied in all material
respects with all covenants, obligations and agreements contained in this
Agreement and the Ancillary Agreements on its part required to be performed or
complied with at or prior to the Closing. Guarantor shall have performed or
complied in all material respects with all covenants, obligations and
agreements contained in the Guaranty on its part that are required to be
performed or complied with at or prior to the Closing.


    Section
8.2          HSR Act. 
The waiting period under the HSR Act applicable to the consummation of the sale
of the Purchased Assets contemplated hereby shall have expired or been
terminated.


    Section
8.3          No Restraint. 
There shall be no:


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EXECUTION VERSION


        (a)            
Preliminary or permanent injunction, decree, restraining order or order of any
nature issued by any Governmental Authority of competent jurisdiction over the
Parties which prevents the consummation of the Transactions as herein provided;
or


        (b)           
Action taken, or Law enacted, promulgated or deemed applicable to the
Transactions, by any Governmental Authority of competent jurisdiction over the
Parties which prohibits the consummation of the Transactions as herein
provided, however, that the Parties will use their Commercially Reasonable
Efforts to litigate against, and to obtain the lifting of, any such injunction,
restraining or other order, restraint, prohibition, action, suit, Law or
penalty.


    Section
8.4          Required Regulatory
Approvals and Consents.


        (a)            
All of Purchaser's Required Regulatory Approvals, other than those described in
clause (b) of the definition thereof, and all of Purchaser's Required Consents
shall have been obtained and shall not have been granted subject to or
containing any terms or conditions not satisfactory to Purchaser, in its sole
discretion.


        (b)           
All of Purchaser's Required Regulatory Approvals described in clause (b) of the
definition thereof shall have been obtained and shall not have been granted
subject to or containing any terms or conditions not satisfactory to Purchaser,
in its sole discretion, or Purchaser and each of the Participating Entergy
Operating Companies shall have obtained such other regulatory treatment as
shall be acceptable to them in their sole discretion.


        (c)            
All of Seller's Required Regulatory Approvals and Seller's Required Consents
shall have been made or obtained and shall be in such forms as could not
reasonably be expected to (i) materially impair the
authority, right or ability of Purchaser to consummate the Transactions or of
Purchaser or any Participating Entergy Operating Company to consummate the
Participating Entergy Operating Company Transactions, (ii) have a material
adverse effect on the business, assets, properties, financial condition,
results of operations or prospects of the Business, Purchaser or any
Participating Entergy Operating Company, (iii) require any modification to this
Agreement, any Ancillary Agreement, the Transactions or the Participating
Entergy Operating Company Transactions, or (iv) impose any restrictions upon
Purchaser's ownership or operation of the Purchased Assets or Purchaser's or
any Participating Entergy Operating Company's ownership of their respective
assets or operation of their respective businesses.


    Section
8.5          Representations and
Warranties.  The representations and warranties of Seller set forth in
this Agreement and of the Guarantor set forth in the Guaranty that are
qualified with respect to materiality (whether by reference to Material Adverse
Effect or otherwise) shall be true and correct, and the representations and
warranties of Seller set forth in this Agreement and of the Guarantor set forth
in the Guaranty that are not so qualified shall be true and correct in all
material respects, on and as of the Closing Date.


    Section
8.6          Officer's
Certificate.  Purchaser shall have received a certificate from
Seller, executed on its behalf by an authorized officer, dated the Closing
Date, to the effect that the conditions set forth in Section 8.1, Section
8.4 (to the extent relating to Seller's Required Regulatory Approvals) and Section
8.5 have been satisfied.


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EXECUTION VERSION



    Section
8.7          Title Insurance. 
Title to the Immovable Property shall have been evidenced by the willingness of
Orleans Title Insurance Agency, as agent for First American Title Insurance
Company (the "Title Insurer") to issue at regular rates an
owner's, and if applicable, leasehold policy of title insurance in the amount
of  the Purchase Price and such endorsements as reasonably may be required
by Purchaser, in the name of Purchaser on the policy form issued in the State
of Louisiana that does not differ in any material respect from the Preliminary
Title Commitment (other than endorsements deemed appropriate by Purchaser) and
that will include only the exceptions to coverage listed in the Preliminary
Title Commitment, excluding those exceptions listed in Schedule 8.7 (the
"Title Policy") (or, if such agent is unwilling to so issue
such policy, any other agent for such title insurance company).  The
willingness of the Title Insurer to issue the Title Policies shall be evidenced
either by the issuance thereof at the Closing or by the Title Insurer's
delivery of written commitments or binders, dated as of the Closing Date (but
insuring title as of the date title conveyance documents are recorded), to
issue such Title Policies within a reasonable time after the Closing Date, subject
to actual transfer of the immovable property in question.  If the Title
Insurer is unwilling to issue any such Title Policy for any event which has
occurred after the issuance of the Preliminary Title Commitment, Purchaser
shall require Title Insurer to provide Purchaser and Seller, in writing, notice
setting forth the reason(s) for such unwillingness
as soon as practicable.  Seller shall have the right to seek to cure any
defect which is the reason for such unwillingness, and to extend the Closing and
the Termination Date, if necessary, for a period of up to ten (10) Business
Days to provide to Seller the opportunity to cure.  Seller will cooperate
with Purchaser to obtain an owner's policy, and if applicable a leasehold
policy, at reissue rates for Purchaser's account as provided in Section 6.2


    Section
8.8          Material Adverse
Effect.  Since the Effective Date, no Material Adverse Effect
shall have occurred.


    Section
8.9          No Termination. 
Neither Party shall have exercised any termination right such Party is entitled
to exercise pursuant to Section 10.1.


    Section
8.10      Pre-Closing Environmental Assessment and Due
Diligence.  The Environmental Consultant shall have delivered to
Purchaser at least fifteen (15) days prior to the proposed Closing date the
Pre-Closing Environmental Assessment, and Purchaser shall be satisfied, based
upon investigations conducted pursuant to Section 6.16(c) and otherwise,
that there is no Environmental Condition at the Project Site which is
identified in the Pre-Closing Environmental Assessment, but which was not
identified in the environmental assessment conducted prior to the Effective
Date, that is reasonably likely to give rise to an Environmental Loss for Purchaser,
unless any such Environmental Condition shall have been the subject of
Remediation in accordance with the provisions of Section 6.7(e).


    Section
8.11       [Intentionally omitted]


    Section
8.12      Warranties.  The Warranties listed
in Schedule 2.1(h), shall be included in the Purchased Assets to
be assigned to Purchaser at the Closing and any consent, waiver or approval
required to be obtained from the grantor of any of such Warranties in
connection with the consummation of the Transactions shall have been obtained.


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EXECUTION VERSION



   Section 8.13       LTSAs.  Each of GEII and Seller shall have
performed all of their respective obligations under the CCGT LTSA Termination
Agreement and the CT LTSA Termination Agreement to be performed at or prior to
the Closing, and the CCGT LTSA Substitute Agreement and the CT LTSA Substitute
Agreement shall be in full force and effect.


    Section 8.14     
No Condemnation.  None of the Purchased
Assets, including the Project or the Project Site, in whole or in part, shall
have become subject to or threatened in writing by a competent Governmental
Authority with any condemnation or eminent domain proceeding and Purchaser shall
not have elected to accept the condemnation proceeds and proceed with the
Transactions.


    Section 8.15     
No  Unrepaired Casualty.  If all or any portion
of the Purchased Assets, including the Project or the Project Site, shall have
been damaged or destroyed (whether by fire, theft, vandalism or other casualty)
in whole or in part, (i) Seller shall have completed
the full repair or restoration of the Damaged Portion in accordance with 
Section 6.13(c), including, if required pursuant to Section 6.13(c),
Seller shall have obtained Purchaser's written consent to Seller's final
acceptance of such repair and restoration; or (ii) Purchaser shall have elected
to accept the Damaged Portion of the Purchased Assets with an assignment of
insurance proceeds.


    Section 8.16     
Evidence of Cure.  Purchaser shall have
received evidence reasonably satisfactory to it that any uncured violations set
forth in Schedule 4.4 and any failures to comply set forth in
Schedule 4.5 shall have been cured.


    Section 8.17     
Termination of Servitude.  Purchaser
shall have received (a) a recorded document (or a fully executed document in
recordable form) that (i) terminates that certain  Predial Servitude for a Term between Little Bell, L.L.C. and
Perryville Energy Partners, LLC, dated April 20, 2001 and recorded with the
Clerk of Court for Morehouse Parish, Louisiana on September 16, 2002 at COB 548,
Page 180, File No. 177140 (the "Little Bell Servitude"), (ii) is properly
executed by Seller and the current owner(s) of the  Servient
Estate (as defined in the Little Bell Servitude), and (iii) releases the owner
and any future owners of the Dominant Estate (as defined in the Little Bell
Servitude) from any and all liabilities and/or further obligations in connection
with the Little Bell Servitude or (b) a Notice of Renunciation and Indemnity
properly executed by Seller and Guarantor in the form attached hereto as 
Exhibit J (the "Notice of Renunciation and Indemnity") .


    Section 8.18     
Inspection.  Purchaser shall have completed a pre-closing
inspection of the Project and the Project Site not more than thirty (30) days
prior to the Closing and confirmed and verified, to its reasonable satisfaction,
(a) the accuracy of Seller's representations and warranties set forth in 
ARTICLE 4, and Seller's performance of and compliance with its covenants set
forth in this Agreement or any Ancillary Agreement, (b) that no Material Adverse
Effect shall have occurred since the Effective Date and that there shall not
have been any material adverse change in the physical condition or operations of
the Project or the Project Site since June 30, 2003, except ordinary wear and
tear or matters the subject of Section 6.13 and Section 8.15.


    Section 8.19     
Entry of Orders By Bankruptcy Court.  The
Bankruptcy Court shall have entered the Approval Order, and the Approval Order
shall have become a Final Order and shall not then be
vacated, 


-69-










EXECUTION VERSION


 stayed, or reversed, or modified,
amended, or supplemented in any manner adverse in any material respect to
Purchaser in its reasonable opinion, and there shall not have been filed, with
respect to the Approval Order, any motion to amend or make additional findings
of fact, motion to alter or amend judgment, motion for rehearing or motion for
new trial, request for stay, motion or petition for reconsideration, application
or request for review, or other similar motion, application, notice or request,
that shall not have been disposed of in a manner that upholds and affirms the
Approval Order in all respects without the possibility of any further challenge
thereto or appeal 
therefrom.


    Section 8.20     
Assignment of Purchased Project Contracts. 
With respect to each Purchased Project Contract, the Approval Order shall
provide, without limitation, that:  (i) all right, title, and interest of Seller or any Assigning
Affiliate under such Purchased Project Contract shall, upon Closing, be
transferred and assigned to and fully and irrevocably vest in Purchaser and
remain in full force and effect; (ii) such Purchased Project Contract is in full
force and effect; (iii) Seller may assume such Purchased Project Contract
pursuant to Section 365 of the Bankruptcy Code; (iv) Seller may assign such
Purchased Project Contract to Purchaser pursuant to Section 365 of the
Bankruptcy Code free and clear of all Encumbrances and any provisions in such
Purchased Project Contract which purport to prohibit or condition (upon the
consent of any party thereto or otherwise) the assignment of such contract
constitute unenforceable anti-assignment provisions which are void and of no
force or effect; (v) all other requirements and conditions of Section 365 of the
Bankruptcy Code for the assumption by Seller  and assignment to Purchaser
of such Purchased Project Contract have been satisfied; (vi) upon Closing, in
accordance with Section 365 of the Bankruptcy Code, Purchaser shall be fully and
irrevocably vested in all right, title, and interest of Seller in such Purchased
Project Contract; (vii) the assignment of Purchased Project Contract to
Purchaser is in good faith under Sections 363(b) and 363(m) of the Bankruptcy
Code; and (viii) Seller and each Assigning Affiliate gave due and proper
notice of such assumption and assignment to each party to such Purchased Project
Contract.  


    
Section 8.21      Receipt of Other Documents. 
Purchaser shall have received the following:


        (a)            
Certificates of Good Standing with respect to Seller as of a recent date issued
by the Secretary of State of Delaware and the Secretary of State of Louisiana
and a Certificate of Good Standing with respect to Guarantor as of a recent date
issued by the Secretary of State of Louisiana;


        (b)           
Copies of the certificate of formation and the limited liability company
agreement of Seller and the articles of incorporation and the bylaws of
Guarantor, certified by the Secretary of State of Delaware, in the case of
Seller and certified by the Secretary of State of Louisiana in the case of
Guarantor, together with a certificate of the Secretary or an Assistant
Secretary (or similarly situated individual) of Seller and Guarantor that none
of such documents have been amended;


        (c)            
Copies, certified by the Secretary or an Assistant Secretary (or similarly
situated individual) of each of Seller and Guarantor of resolutions of its board
of directors or similar governing body authorizing the execution and delivery by
Seller of this Agreement and of the Ancillary Agreements to which it is a party, 


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EXECUTION VERSION


authorizing the execution and delivery by Guarantor of the
Guaranty and in each case authorizing the performance of its obligations
hereunder and  thereunder, as applicable, and
authorizing or ratifying the execution and delivery of, and performance of its
obligations under, all of the other agreements and instruments, in each case, to
be executed and delivered by Seller or Guarantor, as applicable, in connection
herewith;


        (d)           
A certificate of the Secretary or an Assistant Secretary (or similarly situated
individual) of each of Seller and Guarantor identifying the name and title and
bearing the signatures of the officers of Seller authorized to execute and
deliver this Agreement and of Seller and Guarantor, respectively, authorized to
execute and deliver each Ancillary Agreement to which it is a party and the
other agreements and instruments contemplated hereby;


        (e)            
Releases in form and substance reasonably satisfactory to Purchaser, as
contemplated by the last sentence of Section 6.18(a); 


        (f)             
The Closing Inventory Report; and 


        (g)            
A receipt for the Initial Purchase Price as adjusted by the Closing Adjustment.


    Section 8.22     
Consumables.  Purchaser shall have confirmed
to its reasonable satisfaction that the inventory of Consumables is sufficient,
as reasonably estimated by Purchaser, for the operation of the Project (assuming
operation of the Project at a fifty percent (50%) capacity factor) for the sixty
(60) day period following the Closing.


ARTICLE 9



SELLER'S CONDITIONS TO CLOSING


    The obligation of Seller to consummate the Transactions
shall be subject to fulfillment at or prior to the Closing of the following
conditions, except to the extent Seller waives such fulfillment in writing:


    Section
9.1          Compliance with
Provisions.  Purchaser shall have performed or complied in all
material respects with all covenants, obligations and agreements contained in
this Agreement and the Ancillary Agreements on its part required to be
performed or complied with at or prior to the Closing.


    Section
9.2          HSR Act. 
The waiting period under the HSR Act applicable to the consummation of the sale
of the Purchased Assets contemplated hereby shall have expired or been
terminated.


    Section
9.3          No Restraint. 
There shall be no:


        (a)            
Preliminary or permanent injunction, decree, restraining order or order of any
nature issued by any Governmental Authority of competent jurisdiction over the
Parties which prevents the consummation of the Transactions as herein provided;
or


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EXECUTION VERSION


        (b)           
Action taken, or Law enacted, promulgated or deemed applicable to the
Transactions, by any Governmental Authority of competent jurisdiction over the
Parties which prohibits the consummation of the Transactions as herein
provided, however, that the Parties will use their Commercially Reasonable
Efforts to litigate against, and to obtain the lifting of, any such injunction,
restraining or other order, restraint, prohibition, action, suit, Law or
penalty.


    Section
9.4          Required Regulatory
Approvals and Consents.


        (a)            
All of Seller's Required Regulatory Approvals and all of Seller's Required Consents
shall have been obtained and shall not have been granted subject to or
containing any terms or conditions not reasonably satisfactory to Seller.


        (b)           
All of Purchaser's Required Regulatory Approvals and Purchaser's Required
Consents shall have been made or obtained and shall be in such forms as could
not reasonably be expected to (i) materially impair
Seller's or Guarantor's authority, right or ability to consummate the
Transactions, (ii) have a material adverse effect on the business, assets,
properties, financial condition, results of operations or prospects of Seller
or Guarantor, (iii) do not require any modification to this Agreement, any
Ancillary Agreement, or the Transactions, or (iv) impose any restrictions upon
Seller's or Guarantor's ownership of their respective assets or operation of
their respective businesses.


    Section
9.5          Representations and
Warranties.  The representations and warranties of Purchaser set forth
in this Agreement that are qualified with respect to materiality (whether by
reference to Material Adverse Effect or otherwise) shall be true and correct,
and the representations and warranties of Purchaser set forth in this Agreement
that are not so qualified shall be true and correct in all material respects,
on and as of the Closing Date.


    Section
9.6          Officer's Certificate. 
Seller shall have received a certificate from Purchaser, executed on its behalf
by an authorized officer, dated the Closing Date, to the effect that the conditions
set forth in Section 9.1, Section 9.4 (to the extent relating
to Purchaser's Required Regulatory Approvals) and Section 9.5 have been
satisfied.


    Section
9.7          No Termination. 
Neither Party shall have exercised any termination right such Party is entitled
to exercise pursuant to Section 10.1.


    Section
9.8           LTSAs.  GEII shall have performed all of its
obligations under the CCGT LTSA Termination Agreement and the CT LTSA
Termination Agreement to be performed at or prior to the Closing and the CCGT
LTSA Substitute Agreement and the CT LTSA Substitute Agreement shall be in full
force and effect.


    Section
9.9          Entry of Orders By
Bankruptcy Court.  The Bankruptcy Court shall have entered the
Approval Order, and the Approval Order shall have become a Final Order and
shall not then be vacated, stayed, or reversed, or modified, amended, or
supplemented in any manner adverse in any material respect to Seller in its
reasonable opinion, and there shall not have been filed, with respect to the Approval
Order, any motion to amend or make additional findings of fact, motion to alter
or amend judgment, motion for rehearing or motion for new trial, request for
stay, motion or petition for reconsideration, application or request for




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EXECUTION VERSION


review, or other similar motion,
application, notice or request, that shall not have been disposed of in a manner that upholds and
affirms the Approval Order in all respects without the possibility of any
further challenge thereto or appeal therefrom.


    Section
9.10      Receipt of Other Documents.  Seller
shall have received the following:


        (a)            
A Certificate of Good Standing with respect to Purchaser, as of a recent date,
issued by the Secretary of State of Louisiana;


        (b)           
Certified copies of the articles of incorporation and the bylaws of Purchaser,
together with a certificate of the Secretary or an Assistant Secretary of
Purchaser that none of such documents have been amended;


        (c)            
Copies, certified by the Secretary or an Assistant Secretary of Purchaser, of
resolutions of the board of directors of Purchaser authorizing the execution
and delivery by Purchaser of this Agreement, and each of the Ancillary
Agreements to which it is a party and the performance of its obligations
hereunder and  thereunder, and authorizing the
execution and delivery of, and performance of its obligations under, all of the
other agreements and instruments, in each case, to be executed and delivered by
Purchaser in connection herewith; and


        (d)           
A certificate of the Secretary or an Assistant Secretary of Purchaser,
identifying the name and title and bearing the signatures of the officers of
Purchaser authorized to execute and deliver this Agreement, and each Ancillary
Agreement to which Purchaser is a party and the other agreements and
instruments contemplated hereby.


ARTICLE 10



TERMINATION


    Section
10.1      Rights to Terminate.  To the extent
set forth in Section 10.2, this Agreement may be terminated:


        (a)            
At any time prior to the Closing, by mutual written consent of Seller and
Purchaser;


        (b)           
By one Party upon written notice to the other Party, in addition to and not in
limitation of Purchaser's rights under Section 10.1(j), Section
10.1(k), Section 10.1(l), Section 10.1(m) and
Section 10.1(o), if there has been a material default or breach under
this Agreement or any Ancillary Agreement by the other Party thereto that is
not cured by the earlier of the Closing Date or the date thirty (30) days after
receipt by such other Party of written notice from the terminating Party
specifying with particularity such breach or default;


        (c)            
By one Party upon written notice to the other: (i) at any time prior to the Closing if any federal or state court
of competent jurisdiction shall have issued an order, judgment or decree
permanently restraining, enjoining or otherwise prohibiting the Closing, and
such order, judgment or decree shall have become final without the possibility
of appeal; (ii) at any time prior to the Closing if any Law shall have been
enacted or issued by any Governmental Authority which, directly or indirectly,
prohibits the consummation of  


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EXECUTION VERSION


the Transactions; or (iii) if the conditions of the terminating
Party for the Closing have not been fulfilled or waived on or before
September 30, 2005, (the "Termination Date");


        (d)           
By Purchaser upon written notice to Seller at any time prior to the Closing if
any of Purchaser's Required Regulatory Approvals, other than those described in
clause (b) of the definition of Purchaser's Required Regulatory Approvals,
shall have been finally denied or shall have been granted subject to or
containing any terms or conditions not satisfactory to Purchaser in its sole
discretion;


        (e)            
By Purchaser upon written notice to Seller at any time prior to the Closing if
any of Purchaser's Required Regulatory Approvals described in clause (b) of the
definition of Purchaser's Required Regulatory Approvals shall have been finally
denied or granted subject to or containing any terms or conditions not
satisfactory to Purchaser and the Participating Entergy Operating Companies, in
their sole discretion, and Purchaser or any of the relevant Participating
Entergy Operating Companies shall not have been granted such other regulatory
treatment as shall be acceptable to it in its sole and absolute discretion;


        (f)             
By Purchaser upon written notice to Seller at any time prior to the Closing if
any of Seller's Required Regulatory Approvals shall have been finally denied or
shall have been granted in such form(s) as could reasonably be expected to have
a Material Adverse Effect on Purchaser or any of the Participating Entergy
Operating Companies;


        (g)            
By Seller upon written notice to Purchaser at any time prior to the Closing if
any of Seller's Required Regulatory Approvals shall have been finally denied or
shall have been granted subject to or containing any terms or conditions not
reasonably satisfactory to Seller in its sole discretion;


        (h)            
By Seller upon written notice to Purchaser at any time prior to the Closing if
any of Purchaser's Required Regulatory Approvals shall have been finally denied
or shall have been granted in such form(s) as could reasonably be expected to
have a Material Adverse Effect on Seller;


        (i)             
By Purchaser in accordance with Section 6.13; 


        (j)             
By Purchaser upon written notice to Seller at any time prior to the Closing, if
(i) the Case shall have been dismissed and
not reinstated in the Bankruptcy Court within ten (10) Business Days of any
such dismissal, (ii) the Bidding Procedures Order shall not have been
entered on the docket of the Bankruptcy Court on or prior to the 45th
day after the Effective Date, (iii) Purchaser shall not have on or prior to the
day following the date of the  Louisiana Public Service Commission's March
2004 Business and Executive meeting obtained from the state or local regulatory
commission(s) having jurisdiction over the retail operations of the Entergy
Operating Company(ies) participating in the purchase
set forth in the Interim Power  


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EXECUTION VERSION



Purchase Agreement either (A) regulatory approval of the
purchase including the approval of the full recovery (through base rates and/or
fuel adjustment) of all costs associated with the Interim Power Purchase
Agreement pursuant to a finding that the participation of those Entergy
Operating Companies in the Interim Power Purchase Agreement is prudent or (B)
such other regulatory treatment as is deemed acceptable by such Entergy
Operating Company(ies) in the exercise of their sole
and absolute discretion, (iv) the Bidding Procedures Order shall not have
become a Final Order on or prior to the 60th day after the Effective
Date,  or (v) the Approval Order shall not have become a Final Order
on or prior to the 105th day after the Effective Date provided,
however, that, notwithstanding the provisions of Section 11.9,
any notice of termination given by Purchaser pursuant to this Section 10.1(j)
on or after the 110th day after the Effective Date shall not be
effective until the 20th day after the day such notice is actually
received; and provided, further, however, that no notice
of termination pursuant to any provision of this Section 10.1(j) shall be
effective if the event or circumstance giving rise to such right shall be cured
or removed prior to the date such notice of termination would otherwise be
effective in accordance with the provisions of Section 11.9;


        (k)            
By Purchaser upon written notice to Seller at any time prior to the Closing, if
(i) the Bidding Procedures Order, or
(ii) the Approval Order, in either case, is vacated, stayed, or reversed,
or supplemented, amended, or modified in any manner adverse in any material
respect to Purchaser in its reasonable opinion and such vacation, stay,
reversal, supplement, amendment or modification, as the case may be, is not
cured to the reasonable satisfaction of Purchaser within ten (10) Business Days
after the occurrence thereof; 


        (l)             
By Purchaser upon written notice to Seller at any time prior to the Closing,
upon:  (i) conversion of the Case to a case under
Chapter 7 of the Bankruptcy Code; (ii) the appointment of a trustee for
Seller;


        (m)          
By Purchaser upon written notice to Seller at any time prior to the Closing, if
Seller accepts or the Bankruptcy Court approves an alternative bid for any of
the Purchased Assets or Seller otherwise shall pursue an Alternative
Transaction (otherwise than in accordance with the Bidding Procedures Order);


        (n)            
By Seller upon written notice to Purchaser at any time prior to the Closing, if
Seller accepts or the Bankruptcy Court approves an alternative bid for any of
the Purchased Assets pursuant to the terms of the Bidding Procedures Order;
or


        (o)           
By Purchaser upon written notice to Seller at any time prior to the Closing, if
(i) the Bankruptcy Court enters an order
terminating or modifying the automatic stay imposed by Section 362 of the
Bankruptcy Code to permit any person, entity or governmental unit to exercise
foreclosure or other remedies against, or dominion or control over, any
material portion of the Purchased Assets or (ii) Seller shall no longer be an
Affiliate of Guarantor.


    Section
10.2      Effect of Termination.  If there
has been a termination pursuant to Section 10.1 then, except as
otherwise provided in Section 10.3, this Agreement shall be deemed
terminated, and all further obligations of the Parties hereunder shall
terminate, except that the obligations set forth in Section 6.2, Section
10.3 and in ARTICLE 7 and ARTICLE 11 shall survive.  In
the event of such termination of this Agreement, there shall be no liability
for damages on the part of a Party to another under and by reason of this Agreement
except as set forth in ARTICLE 7 and Section 10.3, and except for
intentionally fraudulent acts by a Party, the remedies for which shall not be
limited by the provisions of this Agreement.  The foregoing provisions
shall not, however, limit or restrict the availability of specific performance
or other injunctive or 


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EXECUTION VERSION



 equitable relief to the extent that
specific performance or such other relief would otherwise be available to a
Party hereunder.


    Section
10.3      Liquidated Damages.  (a) 
If Purchaser terminates this Agreement pursuant to Section 10.1(j), Section
10.1(k), Section 10.1(l), Section 10.1(m) or Section
10.1(o) or if Seller terminates this Agreement pursuant to Section
10.1(n), the Liquidated Damages shall become immediately due and payable by
Seller and Seller shall pay the Liquidated Damages to Purchaser within ten (10)
calendar days of Seller's receipt of notice of such termination (or, if later,
the date on which such notice is effective), by wire transfer of immediately
available funds to an account designated in writing by Purchaser.  If the
Liquidated Damages shall have been paid to Purchaser in accordance with this
Agreement, the Parties acknowledge and agree that (i)
the damages, expenses and other Losses that would be incurred by Purchaser in
the event of a termination of this Agreement pursuant to Section 10.1(j),
Section 10.1(k), Section 10.1(l), Section 10.1(m), Section
10.1(n) or Section 10.1(o) are likely to be substantial and
unreasonably difficult to ascertain and calculate, (ii) the Liquidated
Damages are a reasonable estimate of Purchaser's actual direct damages and
expenses in the event of any such termination, (iii) payment of the Liquidated
Damages in the event of any such termination shall be deemed appropriate as
liquidated damages and shall be deemed not to be a penalty, and (iv) except to
the extent, if any, that the termination pursuant to Section 10.1(j), Section
10.1(k), Section 10.1(l), Section 10.1(m), Section 10.1(n)
or Section 10.1(o) shall have resulted from the gross negligence or
intentional misconduct of Seller, payment of the Liquidated Damages based on a
termination pursuant to Section 10.1(j), Section 10.1(k), Section
10.1(l), Section 10.1(m), Section 10.1(n) or Section
10.1(o) shall be deemed Purchaser's sole and exclusive remedy under this
Agreement following any such termination.  


        (b)           
Any Liquidated Damages payable by Seller pursuant to this Section 10.3 shall be
reduced by (i) the amount of any payments of such
Liquidated Damages made to Purchaser by Guarantor (whether prior to or after
any demand  therefor), or (ii) the amount of any
break-up or similar fee paid by Seller to Purchaser that is approved by the
Bankruptcy Court pursuant to the Bidding Procedures Order or
otherwise.  To the extent that Purchaser shall have received the full
amount of Liquidated Damages payable pursuant to Section 10.3(a) and shall
thereafter receive any such break-up or similar fee, Purchaser will promptly
refund to the  payor thereof a portion of such
Liquidated Damages equal to the amount of such break-up or similar fee.


ARTICLE 11



GENERAL PROVISIONS


    Section
11.1      Entire Document.  This Agreement
(including the Exhibits and Schedules to this Agreement), the Ancillary
Agreements and the Confidentiality Agreement contain the entire agreement
between the Parties with respect to the Transactions, and supersede all
negotiations, representations, warranties, commitments, offers, contracts and
writings (except for the Confidentiality Agreement and any Ancillary Agreements
executed prior to the date hereof) prior to the execution date of this
Agreement, written or oral.  No modification or amendment of any provision
of this Agreement shall be effective unless made in writing and duly signed by
the Parties referring specifically to this Agreement.


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EXECUTION VERSION



    Section
11.2      Schedules.  For purposes of
determining whether Purchaser's conditions set forth in Section 8.5
have been fulfilled, the Schedules shall be deemed to include only (i) the information contained therein on the date of this
Agreement and (ii) all information contained in any update, supplement or
amendment thereto to the extent such information relates to periods after the
as of dates of the Schedules attached to this Agreement on the Effective Date
or to the extent such information relates to any conditions or matters that
could not reasonably be expected to have a Material Adverse Effect, but if
Closing shall occur, then all matters disclosed by either Party pursuant to any
such update, supplement or amendment at or prior to the Closing shall be deemed
to be included in the Schedules as of the Closing Date.


    Section
11.3      Counterparts.  This Agreement may
be executed in one or more counterparts, each of which is an original, but all
of which together constitute one and the same instrument.


    Section
11.4      Severability.  Whenever possible,
each provision of this Agreement shall be interpreted in such manner as to be
valid, binding and enforceable under applicable Law, but if any provision of
this Agreement is held to be invalid, void (or voidable) or unenforceable under applicable Law, such provision shall be
ineffective only to the extent held to be invalid, void (or  voidable)
or unenforceable, without affecting the remainder of such provision or the
remaining provisions of this Agreement.  To the extent permitted by Law,
the Parties waive any provision of Law that renders any provision hereof
prohibited or unenforceable in any respect.


Section
11.5      Assignment.  The rights under this
Agreement shall not be assignable or transferable nor the duties delegable by
either Party without the prior written consent of the other Party, which
consent may be granted or withheld in such other Party's sole discretion. 
Notwithstanding the foregoing, Purchaser may (i) grant to its lenders a security interest in its rights under
this Agreement, (ii)  assign (after Closing) its rights hereunder to any
Person or Persons acquiring the Purchased Assets, or (iii) assign all of its
rights hereunder prior to the Closing either to an Affiliate or as otherwise
may be necessary or appropriate for a lease financing or similar financing; provided
that neither the grant of any such interest, nor the foreclosure of any such interest, shall in any way release,
reduce or diminish the obligations of Purchaser to Seller hereunder.  Any
assignment shall be conditioned on the assignee's agreement in writing to
assume the assigning Party's duties and obligations under this Agreement and
the Ancillary Agreements subject to any and all restrictions, terms and
conditions of the Project Contracts.  Any assignment effected in
accordance with this Section 11.5 will not relieve the assigning Party
of its obligations and liabilities under this Agreement and the Ancillary
Agreements or Guarantor's duties and obligations under the Guaranty, as the
case may be.  Any purported assignment or delegation not effected in
accordance with this Section 11.5 shall be deemed void.


    Section
11.6      Captions.  The captions of the
various Articles, Sections, Exhibits and Schedules of this Agreement have been
inserted only for convenience of reference and do not modify, explain, enlarge
or restrict any of the provisions of this Agreement.


    Section
11.7      Governing Law.  The validity,
interpretation and effect of this Agreement are governed by and will be
construed in accordance with the laws of the State of New York without regard
to conflicts of law doctrines (other than Section 5-1401 of the New York
General Obligations Law), except to the extent that




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EXECUTION VERSION



 (i) certain matters are preempted by
federal law or are governed by the law of the respective jurisdictions of
incorporation or formation, as applicable of the Parties or (ii) certain
matters with respect to immovable property and to the waivers of warranty in Section
6.21 are governed by the law of the State of Louisiana.


    Section
11.8      Dispute Resolution.


        (a)            
Except for matters covered by Section 3.6, Section 3.7 or Section
6.12, any claim, counterclaim, demand, cause of action, dispute or
controversy arising out of or relating to this Agreement or the Transactions
(or any agreement delivered in connection with the Transactions) or in any way
relating to the subject matter of the Transactions involving any of the Parties
or their representatives (each, a "Dispute"), may be
exclusively resolved by final and binding arbitration, if agreed to in writing
by the Parties. 


        (b)           
Prior to commencing arbitration of any Dispute, the Parties agree that, upon
notice by either Party to the opposite Party of a Dispute, each Party shall,
within three (3) Business Days, designate a senior executive officer of such
Party for purposes of attempting to resolve the Dispute through review and
negotiation and shall notify the opposite Party of the senior executive officer
designated by it for such purpose.  The two senior executive officers so
designated shall meet at least once and negotiate in good faith during a period
of thirty (30) days following their designation in an effort to resolve the
Dispute.


        (c)            
If any Dispute shall not have been resolved by negotiation in accordance with Section
11.8(b) within the period of fifteen (15) days therein specified, the
Parties may agree in writing to resolve the Dispute by final and binding
arbitration.  If the Parties do not so agree to resolve the Dispute, each
Party shall have and shall be entitled to exercise all rights and remedies
available to it at law or in equity.  Arbitration pursuant to this
Agreement shall be conducted in accordance with the Commercial Rules of the
American Arbitration Association (the "AAA") as in effect at
the time of the arbitration (the "Rules").  The validity,
construction and interpretation of this Agreement to arbitrate, and all other
procedural aspects of the arbitration conducted pursuant hereto shall be
decided by the arbitrators in accordance with the Rules.  The arbitrators
shall have no authority to award treble, consequential, exemplary, or punitive damages of any type under any circumstances
whether or not such damages may be available under state or federal law, or
under the Commercial Rules of the AAA, the Parties hereby waiving their right,
if any, to recover any such damages or to appeal or object to the enforcement
of any decision or award by the arbitrators.  Each Party agrees that any
arbitration award against it may be enforced in any jurisdiction in which such
Party holds or keeps assets and that judgment on any arbitration award may be
entered by any court having jurisdiction.  The arbitration proceeding
shall be conducted in New Orleans, Louisiana.


        (d)           
Within thirty (30) days of the receipt of notice by one Party of initiation of
an arbitration proceeding, Seller and Purchaser shall each select one (1)
arbitrator and the two selected arbitrators shall select a third arbitrator
within fifteen (15) days of the appointment of the second arbitrator.  If
the arbitrators selected by the Parties are unable or fail to agree upon the
third arbitrator, the third arbitrator shall be selected by the AAA in
accordance with the listing, ranking and striking procedure in the Rules. 
The third arbitrator shall be an attorney and an experienced arbitrator of
large, complex commercial disputes who has over ten (10) years professional
experience with the power generation business and with transactions 


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EXECUTION VERSION 


involving the purchase and sale of electric energy and who
is not an Affiliate of either Party, and who has not previously been employed by
either Party and does not have a direct or indirect interest in either Party or
in any Person having an ownership interest in either Party or the subject matter
of the arbitration. 


        (e)            
In deciding the substance of the Parties' Dispute, the arbitrators shall refer
to the governing law referenced in this Agreement.  To the fullest extent
permitted by law, any arbitration proceeding and the arbitrators' award shall
be maintained in confidence by the Parties.


        (f)             
The costs of the arbitration proceedings, other than the Parties' own expenses,
shall be shared equally by the Parties.


        (g)            
The arbitrators shall have no power to amend or add to this Agreement, but
shall have the authority to interpret the language of this Agreement and make
findings of fact, order specific performance and provide injunctive relief
and/or damages as if the arbitrators were a court.  The decision of the
arbitrators shall be final and binding.  


        (h)            
By agreeing to arbitration, the parties do not intend to deprive any court of
its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or
other order in aid of arbitration proceedings and the enforcement of any
award.  Without prejudice to such provisional remedies as may be available
under the jurisdiction of a court, the arbitral tribunal shall have full
authority to grant provisional remedies and to direct the parties to request
that any court modify or vacate any temporary or preliminary relief issued by
such court, and to award damages for the failure of any party to respect the
arbitral tribunal's order to that effect.


        Each Party irrevocably and unconditionally agrees that
process or summons may be served on it by mailing a copy of such process or
summons to it at its address set forth, and in the manner provided for the
giving of notice, in Section 11.9.  Each Party hereby irrevocably
and unconditionally consents to the exclusive personal jurisdiction and venue,
prior to the Closing, of the Bankruptcy Court, and, after the Closing, of any
New York State or Federal Court of the United States of America sitting in the
Borough of Manhattan, County of New York, New York, and any appellate court
from any court thereof, in any Dispute or any action or proceeding arising out of or in connection with any Dispute or for
the recognition or enforcement of any arbitration award or judgment.  EACH
PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT (i) THE DEFENSE OF LACK OF PERSONAL JURISDICTION, FORUM NON
CONVENIENS OR ANY SIMILAR DEFENSE WITH RESPECT TO THE MAINTENANCE OF ANY SUCH
ACTION OR PROCEEDING IN THE BOROUGH OF MANHATTAN, COUNTY OF NEW YORK, NEW YORK,
AND (ii) THE RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.


    Section
11.9      Notices.  All notices, requests,
statements or payments shall be made as specified below.  Notices shall,
unless otherwise specified herein, be in writing and may be delivered by hand
delivery, United States mail, overnight courier service, electronic mail or
other electronic transmission, or facsimile.  Notice by facsimile,
electronic mail or other electronic transmission or hand delivery shall be
effective at the close   


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EXECUTION VERSION



of business on the day actually received, if received during business hours on a Business
Day, and otherwise shall be effective at the close of business on the next
Business Day.  Notice by overnight United States mail or courier shall be
effective on the next Business Day after it was sent.  A Party may
change its addresses by providing notice of same in accordance herewith but no
such change shall be effective until it is actually received by the Party sought
to be charged with its contents (or other information specified below) for such
purpose.



  
    
      

If to Seller to:



                             
Perryville Energy Partners, L.L.C.

                             
2030 Donahue Ferry Road

                             
Pineville, LA 71361-5000

                             
Attention:  William Fontenot

                             
Facsimile number:  (318) 484-7685


with a copy to:



                             
Cleco Corporation

                             
2030 Donahue Ferry Road

                             
Pineville, LA 71361-5000

                             
Attention:  General Counsel

                             
Facsimile number:  (318) 484-7777


If to Purchaser to:




                             
Entergy Louisiana, Inc.

                              4809 Jefferson Highway

                              Jefferson, Louisiana  70121

                             
Attention:   Renae Conley

                             
Fax:  504-840-2738


      

    

  




  
    
      

with copies to:




                             
Entergy Services, Inc.

                             
639 Loyola Avenue

                              New Orleans, Louisiana  70113

                              Attention:  Robert D. Sloan

                             
Fax:  504-576-2977


                              Entergy Services, Inc.

                              Parkwood 2 Building - Suite 300

                             
10055 Grogan's Mill Road

                             
The Woodlands, TX  77380

                             
Attention:  Director of Asset Management

                             
Fax:  281-297-3929


        
          
            
              



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EXECUTION VERSION 


                                and



                                                             
Jones Day

                                                             
222 East 41st Street

                                                             
New York, New York 10017

                                                             
Attention:  William F.  Henze II

                                                             
Fax:  212-755-7306


or to such other Person at such other address as a Party
shall designate by like notice to the other Party.


    Section 11.10   No
Third Party Beneficiaries.  Except as may be specifically set forth in
this Agreement, nothing in this Agreement, whether express or implied, is intended
to confer any rights or remedies under or by reason of this Agreement on any
Person other than the Parties, their respective permitted successors and
assigns, and any Person benefiting from the indemnities provided herein, nor is
anything in this Agreement intended to relieve or discharge the obligation or
liability of any third Persons to any Party, nor give any third Persons any
right of subrogation or action against any Party.


    Section 11.11   No
Joint Venture.  Nothing contained in this Agreement creates or is
intended to create an association, trust, partnership, or joint venture or
impose a trust or partnership duty, obligation, or liability on or with regard
to any Party.


    Section 11.12  
Construction of Agreement.  This Agreement and any documents or
instruments delivered pursuant hereto shall be construed without regard to the
identity of the Person who drafted the various provisions of the same. 
Each and every provision of this Agreement and such other documents and
instruments shall be construed as though the Parties participated equally in
the drafting of the same.  Consequently, the Parties acknowledge and agree
that any rule of construction that a document is to be construed against the
drafting party shall not be applicable either to this Agreement or such other
documents and instruments.


    Section 11.13   Waiver
of Compliance.  To the extent permitted by applicable Law, any failure
to comply with any obligation, covenant, agreement or condition set forth
herein or in any Ancillary Agreement, or any breach of any representation or
warranty set forth herein or in any Ancillary Agreement, or any other event or
circumstance which, with or without the giving of


notice or the passage of time or both, gives rise to a
right of termination hereunder, may be waived by the Party entitled to the
benefit of such obligation, covenant, agreement, condition, representation or
warranty or right of termination only by a written instrument signed by such
Party that expressly waives, under or for purposes of this Agreement, such
failure or breach or the occurrence or existence of any such other event or
circumstance, but any such waiver shall not operate as a waiver of, or  estoppel with respect to, any prior or subsequent failure
to comply therewith or breach thereof.  The waiver of any condition based
on the accuracy of any representation or warranty, or on the performance of or
compliance with any covenant or obligation, or the waiver of the fulfillment of
any such condition, will not affect the right to indemnification or other
remedy based on such representation, warranty, covenant or obligation. 
The failure of a Party to this Agreement to assert any of its rights under this
Agreement or otherwise shall not constitute a waiver of such rights.


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EXECUTION VERSION



    Section
11.14   Survival; Right to Indemnification Not Affected by Knowledge.


        (a)            
The representations and warranties given or made by any Party in Articles 4
or 5 hereof or in any certificate or other writing furnished in connection
herewith shall survive the Closing for a period of five (5) years after the
Closing Date and shall thereafter terminate and be of no further force or
effect, except that (i) the representations and
warranties set forth in Section 4.12 shall not survive past the Closing
Date and shall terminate upon the Closing (ii) all representations and
warranties set forth in Section 4.1, Section 4.2, Section 4.3,
Section 4.9, Section 4.10, Section 4.11, Section 4.14,
Section 5.1, Section 5.2, Section 5.3 or Section 5.5
shall survive the Closing for a period of ten (10) years after the Closing
Date, and (iii) any representation or warranty as to which a third-party
claim or a good-faith claim by a Party (including a contingent claim) shall
have been asserted during the survival period shall continue in effect with
respect to such claim until such claim shall have been finally resolved or
settled.


        (b)           
The covenants and agreements of the Parties contained in this Agreement,
including those set forth in ARTICLE 7 and Section 10.3 shall survive
the Closing indefinitely, unless otherwise specified herein.  The survival
period of the covenant set forth in Section 6.4(k) for purposes of any
claim for damages for breach of such covenant shall be limited as if the breach
of the covenant were the breach of the representation or warranty which the
Seller's actions have caused to be untrue.


        (c)            
The representations and warranties of the Parties set forth herein, subject to
the express exceptions thereto, and the representations and warranties of
Guarantor set forth in the Guaranty, shall not be affected by any information
furnished to, or any investigation or audit conducted before or after the
Effective Date or the Closing Date by, any of the Parties or their respective representatives
in connection with the Transactions.  Each Party shall be entitled to rely
upon the representations and warranties of the other Party set forth herein
and, in the case of Purchaser, the representations and warranties of Guarantor
set forth in the Guaranty, notwithstanding any investigation or audit conducted
before or after the Closing Date or the decision of any Party to complete the
Closing.  The right to indemnification or other remedy based on any of the
representations, warranties, covenants or obligations in this Agreement or any
of the Ancillary Agreements will not be affected by any investigation or audit
conducted with respect to, or any Knowledge acquired (or capable of being
acquired) at any time, whether before or after the execution and delivery of
this Agreement or the Closing Date, with respect to 


the accuracy or inaccuracy of or compliance with, any such
representation, warranty, covenant, or obligation.


[SIGNATURE PAGE FOLLOWS]


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IN WITNESS WHEREOF, the
Parties hereto have caused this Agreement to be executed by their duly
authorized representatives as of the date first set forth above.


	

  	
  PERRYVILLE ENERGY PARTNERS, L.L.C.,

  
	

  	
  a Delaware Limited Liability Company

  
	

  	


  
	

  	
  By         /s/
  Samuel H. Charlton III                            

  
	

  	
             
  Name:  Samuel H. Charlton III

              Title:   
  Sr. Vice President

  
	

  	

  
	

  	
  ENTERGY
  LOUISIANA, INC.

  
	

  	


  
	

  	
  By       
   /s/ E. Renae Conley                                      

  
	

  	
             
  Name:  E. Renae Conley

              Title:   
  President & CEO, Entergy Louisiana

  



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