----

EXHIBIT 10(d)

**EXECUTION COPY**

  
  
**364 DAY CREDIT  AGREEMENT  dated as of April 30, 2004  among  CLECO POWER LLC,  as Borrower  The Lenders Party Hereto  BANK ONE, NA,  as Syndication Agent  WESTLB AG, NEW YORK BRANCH,  as Documentation Agent  ALLIED  IRISH BANKS, P.L.C.  COBANK, ACB  COMMERZBANK AG, NEW YORK AND  GRAND CAYMAN BRANCHES   and  KEYBANK NATIONAL ASSOCIATION,  as Managing Agents**

**and  THE BANK OF NEW YORK,   as Administrative Agent  ___________________________**

**BNY CAPITAL MARKETS, INC.,  and  WESTLB AG, NEW YORK BRANCH,  as Co-Lead Arrangers**

**BNY CAPITAL MARKETS, INC.,  as Book Runner**

 

**Bryan Cave LLP**

**1290 Avenue of the Americas  New York, New York 10104**

 

TABLE OF CONTENTS

Page

ARTICLE 1. DEFINITIONS

 

1
 

Section 1.1

Defined Terms

1
 

Section 1.2

Terms Generally

16
 

Section 1.3

Accounting Terms

 

 16

ARTICLE 2. AMOUNT AND TERMS OF LOANS

 

16
 

Section 2.1

Revolving Credit Loans
16
 

Section 2.2

Notes
17
 

Section 2.3

Revolving Credit Loans;  Procedure
17
 

Section 2.4

Competitive Bid Loans;  Procedure
18
 

Section 2.5

Termination and Reduction  of Aggregate Commitments
20
 

Section 2.6

Prepayments of the Loans
21
 

Section 2.7

Conversions and  Continuations
21
 

Section 2.8

Letters of Credit
22
 

Section 2.9

Interest Rate and Payment  Dates
26
 

Section  2.10

Substituted Interest Rate
27
 

Section  2.11

Taxes
27
 

Section  2.12

Increased Costs; Illegality
29
 

Section  2.13

Break Funding Payments
31
 

Section  2.14

Lenders' Records
31
 

Section  2.15

Extension of  Commitment Period and Maturity Date
31
 

Section  2.16

Substitution of Lender

 
32
ARTICLE 3. FEES; PAYMENTS

 
33
 

Section 3.1

Fees
33
 

Section 3.2

Pro Rata Treatment and  Application of Principal Payments

 

34
ARTICLE 4. REPRESENTATIONS AND WARRANTIES

 

35
 

Section 4.1

Subsidiaries;  Capitalization
35
 

Section 4.2

Existence and Power
35
 

Section 4.3

Authority
36
 

Section 4.4

Binding Agreement
36
 

Section 4.5

Litigation  and Regulatory Proceedings
36
 

Section 4.6

Required Consents
36
 

Section 4.7

No Conflicting Agreements,  Compliance with Laws
36
 

Section 4.8

Governmental Regulations
37
 

Section 4.9

Federal Reserve  Regulations; Use of Loan Proceedsfont>37
 

Section  4.10

Plans
37
 

Section  4.11

Financial Statements
38
 

Section  4.12

Property
38
 

Section  4.13

Environmental Matters

 

38
ARTICLE 5. CONDITIONS TO EFFECTIVENESS

 

39
 

Section 5.1

Evidence of Action
39
 

Section 5.2

This Agreement
39
 

Section 5.3

Notes
39
 

Section 5.4

Approvals
39
 

Section 5.5

Certain Agreements
39
 

Section 5.6

Opinion of Counsel to the  Borrower
40
 

Section 5.7

Terminating Indebtedness
40
 

TABLE OF CONTENTS(continued)

Page
   
Section  5.8

Compliance; Officer's  Certificate
40
 
Section 5.9

Fees and Expenses

 

40
 
ARTICLE 6. CONDITIONS OF LENDING ‐ ALL LOANS

 

40   
Section  6.1

Compliance
40   
Section  6.2

Credit Request; Competitive  Bid Request
41   
Section  6.4

Other Documents   
41
 
Section  6.3

Law

 

41
 
ARTICLE 7.  AFFIRMATIVE COVENANTS

 

41   
Section  7.1

Financial Statements
41   
Section  7.2

Certificates; Other  Information
42   
Section  7.3

Legal Existence
43   
Section 7.4

Taxes
43   
Section  7.5

Insurance
43   
Section 7.6

Payment of Indebtedness and  Performance of Obligations
43   
Section  7.7

Condition of Property
43   
Section  7.8

Observance of Legal  Requirements
44   
Section  7.9

Inspection of Property;  Books and Records; Discussions
44   
Section  7.10

Licenses, Intellectual  Property
44   
Section  7.11

Financial Covenants
44
 
Section  7.12

Use of Proceeds

 

44
 
ARTICLE 8.  NEGATIVE COVENANTS

 

45   
Section 8.1

Liens
45   
Section 8.2

Merger, Consolidation,  Purchase or Sale of Assets, Etc.
47   
Section 8.3

Loans, Advances, etc.
48
 
Section 8.4

Amendments, etc. of Certain  Agreements

 

49
 
ARTICLE 9.  EVENTS OF DEFAULT

 

49
 
ARTICLE 10.  THE ADMINISTRATIVE AGENT

 

51   
Section 10.1

Appointment
51   
Section 10.2

Delegation of Duties
52   
Section 10.3

Exculpatory Provisions
52   
Section 10.4

Reliance by Administrative  Agent
52   
Section 10.5

Notice of Default
53   
Section 10.6

Non Reliance on  Administrative Agent and Other Lenders
53   
Section 10.7

Administrative Agent in Its  Individual Capacity
53
 
Section 10.8

Successor Administrative  Agent

 

53
 
ARTICLE 11.  OTHER PROVISIONS

 

54   
Section 11.1

Amendments and Waivers
54   
Section 11.2

Notices
55   
Section 11.3

Survival
55   
Section 11.4

Expenses; Indemnity; Damage  Waiver
56   
Section 11.5

Lending Offices
57   
Section 11.6

Assignments and  Participations
57   
Section  11.7

Counterparts; Integration;  Effectiveness
59
(ii)

 

TABLE OF CONTENTS(continued)

Page
   
Section  11.8

Severability
59   
Section  11.9

Right of Set off
59   
Section  11.10

Governing Law;  Jurisdiction; Consent to Service of Process
60   
Section  11.11

**WAIVER OF JURY  TRIAL**
60   
Section  11.12

Headings
61
 

SCHEDULES: 

Schedule 1.1

List of Existing Letters of Credit

Schedule 4.1

List of Subsidiaries

Schedule 4.5

List of Litigation and Regulatory Proceedings

Schedule 4.13

List of Environmental Matters

Schedule 8.1

List of Existing Liens

 

EXHIBITS: 

Exhibit A

List of Commitments

Exhibit B

Form of Note

Exhibit C

Form of Credit Request

Exhibit D

Form of Competitive Bid Request

Exhibit E

Form of Invitation to Bid

Exhibit F

Form of Competitive Bid

Exhibit G

Form of Competitive Bid Accept/Reject Letter

Exhibit H

Form of Competitive Bid Loan Confirmation

Exhibit I

Form of Notice of Conversion/Continuation

Exhibit J

Form of Assignment and Acceptance Agreement

Exhibit K

Form of Opinion of Counsel  to the Borrower

Exhibit L

Form of Compliance  Certificate

 (iii)

    364 DAY CREDIT AGREEMENT, dated as of April 30,2004, by and among CLECO POWER LLC, the Lenders party hereto, BANK ONE, NA, assyndication agent hereunder, WESTLB AG, NEW YORK BRANCH, as documentation agenthereunder, ALLIED IRISH BANKS, P.L.C., COBANK, ACB, COMMERZBANK AG, NEW YORKAND GRAND CAYMAN BRANCHES and KEYBANK NATIONAL ASSOCIATION, as managing agentshereunder and THE BANK OF NEW YORK, as Administrative Agent for the Lendershereunder.
ARTICLE1.    DEFINITIONS   Section 1.1 Defined Terms
            As used in this Agreement, terms defined in thepreamble have the meanings therein indicated, and the following terms have thefollowing meanings:

            "ABR Advances": the Revolving Credit Loans(or any portions thereof) at such time as they (or such portions) are madeand/or being maintained at a rate of interest based upon the Alternate BaseRate.

            "Accountants": PricewaterhouseCoopers,L.L.P. (or any successor thereto), or such other firm of certified publicaccountants of recognized national standing selected by the Borrower. 

            "Administrative Agent": BNY, in its capacityas administrative agent for the Lenders hereunder.

           "Administrative Questionnaire": anAdministrative Questionnaire in a form supplied by the Administrative Agent.

            "Advance": with respect to a RevolvingCredit Loan, an ABR Advance or a Eurodollar Advance, as the case may be.

            "Affected Advance": as defined in Section2.10.

            "Affiliate": with respect to a specifiedPerson, another Person that directly, or indirectly through one or moreintermediaries, controls or is controlled by or is under common control withthe Person specified.

            "Agents": collectively, the Administrative Agent,the Syndication Agent, the Documentation Agent and the Managing Agents.

            "Aggregate Commitments": on any date, thesum of all Commitments on such date.  Theinitial amount of the Aggregate Commitments on the Agreement Date is $125,000,000.

            "Agreement": this 364 Day Credit Agreement.

            "Agreement Date": the first date appearingin this Agreement.

            "Alternate Base Rate": on any date, a rateof interest per annum equal to the higher of (i) theFederal Funds Rate in effect on such date plus 1/2 of 1% or (ii) the BNY Ratein effect on such date.

            "Applicable Facility Fee Percentage": withrespect to the amount of the Aggregate Commitments, at all times during whichthe applicable Pricing Level set forth below is in effect, the percentage setforth below next to such Pricing Level, subject to the provisos set forthbelow:

 

 

Pricing Level

Applicable  Facility FeePercentage

Pricing Level I

0.150%

Pricing Level II

0.200%

Pricing Level III

0.225%

Pricing Level IV

0.250%

Pricing Level V

0.300%

Pricing Level VI

0.500%

Pricing Level VII

0.625%

             Changes in the Applicable Facility Fee Percentageresulting from a change in the Pricing Level shall become effective on theeffective date of any change in the Senior Debt Rating from S&P orMoody's.  Notwithstanding anything hereinto the contrary, in the event of a split in the Senior Debt Rating from S&Pand Moody's that would otherwise result in the application of more than onePricing Level (had the provisions regarding the applicability of other PricingLevels contained in the definitions thereof not been given effect), then theApplicable Facility Fee Percentage shall be determined as follows: (i) in the event of a split in the Senior Debt Rating fromS&P and Moody's by one rating level, then the Applicable Facility FeePercentage shall be determined using the Pricing Level within which the higherof the two rating categories would otherwise fall, and (ii) in the event of asplit in the Senior Debt Rating from S&P and Moody's by more than onerating level, then the Applicable Margin shall be determined using the PricingLevel within which the next highest level above the lower of the two ratingcategories would otherwise fall.

            "Applicable Lending Office": in respect ofany Lender, (i) in the case of such Lender's ABRAdvances and Competitive Bid Loans, its DomesticLending Office or (ii) in the case of such Lender's Eurodollar Advances, itsEurodollar Lending Office.

            "Applicable Margin":

            (a)        subjectto the provisions of clause (b) below, with respect to the unpaid principalamount of Eurodollar Advances and LC Fees at all times during which theapplicable Pricing Level set forth below is in effect, the percentage set forthbelow next to such Pricing Level, subject to the provisos set forth in clause(d) below:

Pricing Level

ApplicableMargin

Pricing Level I

0.725%

Pricing Level II

0.800%

Pricing Level III

1.025%

Pricing Level IV

1.250%

Pricing Level V

1.450%

Pricing Level VI

1.500%

Pricing Level VII

2.375%

             (b)        inthe event that the Borrower exercises its option under Section 2.15(b) toextend the Maturity Date, the Applicable Margins set forth in clause (a) aboveshall be increased by  (i) for so long as the SeniorDebt Rating is BBB‐ or higher by S&P and Baa3 or higher byMoody's and no Event of Default has occurred and is continuing, 1.00%, and   (ii) for so long as the SeniorDebt Rating is

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lowerthan BBB‐ by S&P or Baa3 by Moody's or an Event of Default hasoccurred and is continuing, 1.50%.

            (c)        Changesin the Applicable Margin resulting from a change in the Pricing Level shallbecome effective on the effective date of any change in the Senior Debt Ratingfrom S&P or Moody's.  Notwithstandinganything herein to the contrary, in the event of a split in the Senior DebtRating from S&P and Moody's that would otherwise result in the applicationof more than one Pricing Level (had the provisions regarding the applicabilityof other Pricing Levels contained in the definitions thereof not been giveneffect), then the Applicable Margin shall be determined as follows: (i) in the event of a split in the Senior Debt Rating fromS&P and Moody's by one rating level, then the Applicable Margin shall bedetermined using the Pricing Level within which the higher of the two ratingcategories would otherwise fall, and (ii) in the event of a split in the SeniorDebt Rating from S&P and Moody's by more than one rating level, then theApplicable Margin shall be determined using the Pricing Level within which thenext highest level above the lower of the two rating categories would otherwisefall.

            "Approved Fund": withrespect to any Lender that is a fund that invests in commercial loans, anyother fund that invests in commercial loans and is managed or advised by thesame investment advisor as such Lender or by an Affiliate of such investment advisor.

            "Asset Sale": any sale, transfer or otherdisposition by the Borrower or any of the Subsidiaries to any Person of anyProperty (including any Stock or other securities of another Person) of theBorrower or any of the Subsidiaries, other than inventory or accountsreceivables or other receivables sold, transferred or otherwise disposed of inthe ordinary course of business, provided that, notwithstanding anythingin this definition to the contrary, for purposes of the Loan Documents, theterm "Asset Sale" shall not include the creation or granting of any Lien otherthan a conditional sale or other title retention arrangement.

            "Assignment and Acceptance Agreement": anassignment and acceptance agreement executed by a Lender and an assignee (withthe consent of any party whose consent is required by Section 11.6), andaccepted by the Administrative Agent, substantially in the form of Exhibit J.

            "Bank One": Bank One, NA.

            "Bid Rate": as defined in Section 2.4(b).

            "BNY": The Bank of New York.

            "BNY Rate": the rate of interest per annumpublicly announced from time to time by BNY as its prime commercial lendingrate at its principal office in New York City; each change in the BNY Ratebeing effective from and including the date such change is publicly announcedas being effective. The BNY Rate is not intended to be lowest rate of interestcharged by BNY in connection with extensions of credit to borrowers.

            "Borrower": Cleco Power LLC, a Louisianalimited liability company.

           "Borrowing Date": any Business Day on which(i) the Lenders make Revolving Credit Loans inaccordance with a Credit Request, (ii) one or more Lenders make Competitive BidLoans pursuant to Competitive Bids which have been accepted by the Borrower or(iii) the Issuing Bank issues a Letter of Credit or a Letter of Credit isrenewed, extended or amended.

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            "Business Day": for all purposes other thanas set forth in clause (ii) below, (i) any day otherthan a Saturday, a Sunday or a day on which commercial banks located in NewYork City are authorized or required by law or other governmental action toclose and (ii) with respect to all notices and determinations in connectionwith, and payments of principal and interest on, Eurodollar Advances, any daywhich is a Business Day described in clause (i) aboveand which is also a day on which dealings in foreign currency and exchange andEurodollar funding between banks may be carried on in London, England.   

            "Capital Lease Obligations": with respect toany Person, obligations of such Person with respect to leases which, inaccordance with GAAP, are required to be capitalized on the financialstatements of such Person.

            "Change in Control": the occurrence of anyof the following: (i) the consummation of anytransaction the result of which is that any "person" or "group" (within themeaning of Section 13(d)(3) of the Securities Exchange Act of 1934) becomes the"beneficial owner" (as such term is defined in Rule 13d‐3 under theSecurities Exchange Act of 1934) of more than 50% of the total voting power inthe aggregate of all classes of the Voting Securities of the Parent thenoutstanding or (ii) the occupation of a majorityof the seats (other than vacant seats) on the board of directors of the Parentby Persons who were neither nominated by the board of directors of the Parentnor appointed by directors so nominated.

             "Changein Law": (i) the adoption of any law, rule orregulation after the Agreement Date, (ii) any change in any law, rule orregulation or in the interpretation or application thereof by any GovernmentalAuthority after the Agreement Date or (iii) compliance by any Credit Party (or,for purposes of Section 2.12(b), by any lending office of such Credit Party or bysuch Credit Party's holding company, if any) with any request, guideline ordirective (whether or not having the force of law) of any GovernmentalAuthority made or issued after the Agreement Date.

            "CLECO Mortgage": the Indenture of Mortgage,dated as of July 1, 1950, made by the Borrower to Bank One Trust Company, N.A.,as Trustee.

            "Closing Date": the date on which theconditions specified in Article 5 are satisfied (or waived in accordance withSection 11.1).

            "Code": the Internal Revenue Code of 1986.

            "Commitment": with respect to each Lender,the commitment of such Lender to make Revolving Credit Loans and to acquireparticipations in Letters of Credit hereunder in an aggregate outstandingamount not exceeding the amount of such Lender's Commitment as set forth on ExhibitA or in the Assignment and Acceptance Agreement pursuant to which suchLender shall have assumed its Commitment, as applicable, as such Commitment maybe increased or reduced from time to time pursuant to Section 2.5 or pursuantto assignments by or to such Lender pursuant to Section 11.6. 

            "Commitment Percentage": as of any date andwith respect to each Lender, the percentage equal to a fraction (i) the numerator of which is the Commitment of such Lenderon such date (or, if there are no Commitments on such date, on the last dateupon which one or more Commitments were in effect), and (ii) the denominator ofwhich is the sum of the Commitments of all Lenders on such date (or, if thereare no Commitments on such date, on the last date upon which one or moreCommitments were in effect).

            "Commitment Period": the period from theClosing Date to but excluding the earlier of the Maturity Date or, ifdifferent, the Commitment Termination Date.  

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            "Commitment Termination Date": the day whichis 364 days after the Agreement Date (or, if such date is not a Business Day,the Business Day immediately preceding such day), as the same may be extendedfrom time to time in accordance with Section 2.15(a), or such earlier date onwhich the Aggregate Commitments shall terminate in accordance with Section 2.5or Article 9.

            "Competitive Bid": an offer by a Lender, inthe form of Exhibit F, to make a Competitive Bid Loan.

            "Competitive Bid Accept/Reject Letter": anotification given by the Borrower pursuant to Section 2.4 in the form of ExhibitG.

            "Competitive Bid Loan": each Loan from aLender to the Borrower pursuant to Section 2.4.

            "Competitive Bid Loan Confirmation": aconfirmation by the Administrative Agent to a Lender of the acceptance by theBorrower of any Competitive Bid (or Portion thereof) made by such Lender,substantially in the form of Exhibit H.

            "Competitive Bid Request": a request by theBorrower, substantially in the form of Exhibit D, for Competitive Bids.

            "Competitive Interest Period": as to anyCompetitive Bid Loan, the period commencing on the date of such Competitive BidLoan and ending on the date requested in the Competitive Bid Request withrespect to such Competitive Bid Loan, which date shall not be earlier than 7days after the date of such Competitive Bid Loan or later than 180 days afterthe date of such Competitive Bid Loan; provided, however, that ifany Competitive Interest Period would end on a day other than a Business Day,such Interest Period shall be extended to the next succeeding Business Day,unless such next succeeding Business Day would be a date on or after theCommitment Termination Date, in which case such Competitive Interest Periodshall end on the next preceding Business Day, and provided further thatno Competitive Interest Period shall end after the Commitment Termination Date.Interest shall accrue from and including the first day of a CompetitiveInterest Period to but excluding the last day of such Competitive InterestPeriod.

            "Compliance Certificate": a certificatesubstantially in the form of Exhibit L.

            "Contingent Obligation": as to any Person,any obligation of such Person guaranteeing or in effect guaranteeing any returnon any investment made by another Person or any Indebtedness, lease, dividendor other obligation of any other Person in any manner, whether contingent orwhether directly or indirectly, including any obligation in respect of theliabilities of any partnership in which such other Person is a general partner,except to the extent that such liabilities of such partnership are nonrecourse to such other Person and its separate Property.The amount of any Contingent Obligation of a Person shall be deemed to be anamount equal to the stated or determinable amount of the primary obligation inrespect of which such Contingent Obligation is made or, if not stated ordeterminable, the maximum reasonably anticipated liability in respect thereofas determined by such Person in good faith, provided that,notwithstanding anything in this definition to the contrary, the amount of anyContingent Obligation of a Person in respect of any agreement by any otherPerson to purchase electricity, gas or fuel from a counterparty shall be deemedto be the maximum reasonably anticipated liability of such other Person, as determinedin good faith by such Person, net of any obligation or liability of suchcounterparty to purchase electricity, gas or fuel from such other Person, providedfurther that the obligations of such other Person to so purchaseelectricity, gas or fuel from such counterparty shall be terminable at theelection of 

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such other Person in theevent of a default by such counterparty in its obligations to so purchaseelectricity, gas or fuel for such other Person.

            "Continuing Lenders": as defined in Section 2.15(a)(ii).

            "Conversion/Continuation Date": the date onwhich (i) a Eurodollar Advance is converted to an ABRAdvance, (ii) the date on which an ABR Advance is converted to a EurodollarAdvance or (iii) the date on which a Eurodollar Advance is continued as a newEurodollar Advance. 

            "Corporate Officer": with respect to theBorrower, the chairman of the board, the president, any vice president, thechief executive officer, the chief financial officer, the secretary, thetreasurer, or the controller thereof.

            "Credit Exposure": means, with respect toany Lender at any time, such Lender's Revolving Credit Exposure, plus theoutstanding principal amount of such Lender's Competitive Bid Loans at suchtime.

            "Credit Parties": collectively, the Agents,the Issuing Bank and the Lenders.

            "Credit Request": a request for RevolvingCredit Loans and New Letters of Credit in the form of Exhibit C.

            "Default": any of the events specified inArticle 9, whether or not any requirement for the giving of notice, the lapseof time, or both, or any other condition, has been satisfied.

            "Documentation Agent": WestLB,in its capacity as documentation agent for the Lenders hereunder.

            "Dollars" and "$": lawful currency ofthe United States.

            "Domestic Lending Office": in respect of anyLender, initially, the office or offices of such Lender designated as such onits Administrative Questionnaire; thereafter, such other office of such Lenderthrough which it shall be making or maintaining ABR Advances or Competitive BidLoans, as reported by such Lender to the Administrative Agent and the Borrower,provided that any Lender may so report different Domestic LendingOffices for all of its ABR Advances and all of its Competitive Bid Loans,whereupon references to the Domestic Lending Office of such Lender shall meaneither or both of such offices, as applicable. 

            "EBITDA": for any period, net income forsuch period of the Borrower and the Subsidiaries, determined on a consolidatedbasis in accordance with GAAP, plus, without duplication and to theextent deducted in determining such net income, the sum of Interest Expense for suchperiod, (ii)provision for income taxesfor such period, (iii) the aggregate amountattributable to depreciation and amortization for such period, and  the aggregate amount of itemsto the extent constituting extraordinary non‐recurring or non‐operatingcharges or expenses during such period and minus, without duplicationand to the extent added in determining such net income for such period, theaggregate amount of extraordinary, non‐recurring and non‐operatingadditions to income during such period.

            "Eligible Assignee": any of the following: (i) commercial banks, finance companies, insurance companiesand other financial institutions and funds (whether a corporation, partnershipor other entity) engaged generally in making, purchasing or otherwise investingin commercial loans in the ordinary course of its business; providedthat any such entity shall be entitled, as of the date such entity 

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becomesa Lender, to receive payments under its Note without deduction or withholdingwith respect to United States federal income tax, (ii) each of the Lenders and(iii) any Affiliate or Approved Fund of a Lender.

            "Employee Stock Ownership Plan": The Cleco PowerLLC 401(k) Savings and Investment Plan.

            "Environmental Laws": any and all federal,state and local laws relating to the use, storage, transporting, manufacturing,handling, discharge, disposal or recycling of Hazardous Substances orpollutants and including (i) the ComprehensiveEnvironmental Response, Compensation and Liability Act, as amended, 42 USCA§9601 et seq., (ii) the Resource Conservation and Recovery Act of 1976, asamended, 42 USCA §6901 et seq., (iii) the Toxic Substance Control Act, asamended, 15 USCA §2601 et. seq., (iv) the WaterPollution Control Act, as amended, 33 USCA §1251 et. seq., (v) the Clean AirAct, as amended, 42 USCA §7401 et seq., (vi) the Hazardous MaterialsTransportation Authorization Act of 1994, as amended, 49 USCA §5101 et seq.,and (viii) all rules and regulations under any of the foregoing and under anyanalogous state laws, judgments, decrees and injunctions and any analogousstate laws applicable to the Borrower or any of the Subsidiaries. 

            "ERISA": the Employee Retirement IncomeSecurity Act of 1974. 

            "ERISA Affiliate": any trade or business(whether or not incorporated) that, together with the Borrower or anySubsidiary, is treated as a single employer under Section 414(b) or (c) of theCode or, solely for purposes of Section 302 of ERISA and Section 412 of theCode, is treated as a single employer under Section 414 of the Code.

            "ERISA Event": (i)any "reportable event", as defined in Section 4043 of ERISA or the regulationsissued thereunder with respect to a Plan (other thanan event for which the 30 day notice period is waived); (ii) the existence withrespect to any Plan of an "accumulated funding deficiency" (as defined inSection 412 of the Code or Section 302 of ERISA), whether or not waived; (iii)the filing pursuant to Section 412(d) of the Code or Section 303(a) of ERISA ofan application for a waiver of the minimum funding standard with respect to anyPlan; (iv) the incurrence by the Borrower, any Subsidiary or any ERISAAffiliate of any liability under Title IV of ERISA with respect to thetermination of any Plan; (v) the receipt by the Borrower, any Subsidiary or anyERISA Affiliate from the PBGC or a plan administrator of any notice relating toan intention to terminate any Plan or Plans or to appoint a trustee toadminister any Plan; (vi) the incurrence by the Borrower, any Subsidiary or anyERISA Affiliate of any liability with respect to the withdrawal or partialwithdrawal from any Plan or Multiemployer Plan; or (vii) the receipt by theBorrower, any Subsidiary or any ERISA Affiliate of any notice, or the receiptby any Multiemployer Plan from the Borrower, any Subsidiary or any ERISAAffiliate of any notice, concerning the imposition of Withdrawal Liability or adetermination that a Multiemployer Plan is, or is expected to be, insolvent orin reorganization, within the meaning of Title IV of ERISA.

            "Eurodollar Advances": collectively, theRevolving Credit Loans (or any portions thereof) at such time as they (or suchportions) are made and/or being maintained at a rate of interest based upon theEurodollar Rate.

            "Eurodollar Interest Period": with respectto any Eurodollar Advance requested by the Borrower, the period commencing on,as the case may be, the Borrowing Date or the Conversion/Continuation Date withrespect to such Eurodollar Advance and ending one, two, three or six monthsthereafter, as selected by the Borrower in its irrevocable Credit Request orits irrevocable Notice of Conversion/Continuation, provided, however,that (i) if any Eurodollar Interest Period wouldotherwise end on a day which is not a Business Day, such Eurodollar InterestPeriod shall be extended to the next 

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succeeding Business Dayunless the result of such extension would be to carry such Interest Period intoanother calendar month or beyond the Maturity Date, in which event suchEurodollar Interest Period shall end on the immediately preceding Business Day,(ii) any Eurodollar Interest Period that begins on the last Business Day of acalendar month (or on a day for which there is no numerically corresponding dayin the calendar month at the end of such Eurodollar Interest Period) shall endon the last Business Day of a calendar month and (iii) the Borrower shallselect Interest Periods so as not to have more than five different EurodollarInterest Periods outstanding at any one time for all Eurodollar Advances.

            "Eurodollar Lending Office": in respect ofany Lender, initially, the office, branch or affiliate of such Lenderdesignated as such on its Administrative Questionnaire (or, if no such officebranch or affiliate is specified, its Domestic Lending Office); thereafter,such other office, branch or affiliate of such Lender through which it shall bemaking or maintaining Eurodollar Advances, as reported by such Lender to theAdministrative Agent and the Borrower.

            "Eurodollar  Rate":with respect to the Eurodollar Interest Period applicable to any EurodollarAdvance, a rate of interest per annum, as determined by the AdministrativeAgent and then rounded to the nearest 1/16 of 1% or, if there is no nearest1/16 of 1%, then to the next higher 1/16 of 1%, equal to the rate appearing onthe Dow Jones Markets Telerate Page 3750 (or on any successor or substitutepage of such Service, or any successor to or substitute for such Service,providing rate quotations comparable to those currently provided on such pageof such Service, as determined by the Administrative Agent from time to timefor purposes of providing quotations of interest rates applicable to dollardeposits in the London interbank market) atapproximately 11:00 a.m., London time, two Business Days prior to thecommencement of such Eurodollar Interest Period, as the rate for dollardeposits with a maturity comparable to such Eurodollar Interest Period.  In the event that such rate does not appearon the Dow Jones Markets Telerate Page 3750 (or on any such successor orsubstitute page, or any successor to or substitute for such Service) at suchtime for any reason, then the "Eurodollar Rate" with respect to such EurodollarAdvance for such Eurodollar Interest Period shall be the rate of interest perannum, as determined by the Administrative Agent and then rounded to thenearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, then to the nexthigher 1/16 of 1%, equal to the rate, as reported by BNY to the AdministrativeAgent, quoted by BNY to leading banks in the interbankeurodollar market as the rate at which BNY isoffering Dollar deposits in an amount equal approximately to the EurodollarAdvance of BNY to which such Eurodollar Interest Period shall apply for aperiod equal to such Eurodollar Interest Period, as quoted at approximately11:00 a.m. two Business Days prior to the first day of such Eurodollar InterestPeriod.

            "Event of Default": any of the eventsspecified in Article 9, provided that any requirement specified inArticle 9 for the giving of notice, the lapse of time, or both, or any othercondition specified in Article 9, has been satisfied.

            "Evergreen Letter of Credit": any Letter ofCredit that, by its terms, provides that it shall be automatically renewed orextended for a stated period of time at the end of its then scheduled expirydate unless the Issuing Bank notifies the beneficiary thereof prior to such expirydate that the Issuing Bank elects not to renew or extend such Letter of Credit.

            "Existing Letter of Credit": any letter ofcredit set forth in Schedule 1.1, but not any renewal or extensionthereof.

            "Extension Request": as defined in Section2.15(a)(i).

            "Facility Fee": as defined in Section3.1(a).

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            "Federal Funds Rate": for any day, a rateper annum (expressed as a decimal, rounded upwards, if necessary, to the nexthigher 1/100 of 1%), equal to the weighted average of the rates on overnightfederal funds transactions with members of the Federal Reserve System arrangedby federal funds brokers on such day, as published by the Federal Reserve Bankof New York on the Business Day next succeeding such day, provided that(i) if the day for which such rate is to bedetermined is not a Business Day, the Federal Funds Rate for such day shall besuch rate on such transactions on the next preceding Business Day as sopublished on the next succeeding Business Day, and (ii) if such rate is not sopublished for any day, the Federal Funds Rate for such day shall be the averageof the quotations for such day on such transactions received by BNY asdetermined by BNY and reported to the Administrative Agent.

            "FERC": the Federal Energy RegulatoryCommission or any Governmental Authority succeeding to the functions thereof.

            "FERC Order": that certain letter orderissued to the Borrower, dated July 26, 2002, in Docket No. ES02-43-000, issuedby FERC, or any renewal or replacement order thereof, together with anysupplemental order thereto, in each case authorizing the Borrower to issuenotes or drafts maturing not more than one year after the date of issue orrenewal thereof or assumption of liability thereon (in each case as describedin Section 204(e) of the Federal Power Act, as amended and in effect fromtime to time) in an aggregate principal amount not less than the sum of theCommitments hereunder plus the aggregate principal amount of any such notes ordrafts of the Borrower (other than the Notes) outstanding from time to time.

            "Financial Statements": as defined inSection 4.11.

             "ForeignLender": any Lender that is organized under the laws of a jurisdictionother than United States, any State thereof or the District of Columbia.

            "GAAP": generally accepted accountingprinciples set forth in the opinions and pronouncements of the AccountingPrinciples Board and the American Institute of Certified Public Accountants andin the statements and pronouncements of the Financial Accounting StandardsBoard or in such other statement by such other entity as may be approved by asignificant segment of the accounting profession, which are applicable to thecircumstances as of the date of determination, consistently applied.  If at any time any change in GAAP wouldaffect the computation of any financial requirement set forth in thisAgreement, the Administrative Agent, the Lenders and the Borrower shallnegotiate in good faith to amend such requirement to reflect such change inGAAP (subject to the approval of the Required Lenders), provided that,until so amended, (i) such requirement shall continueto be computed in accordance with GAAP prior to such change therein and (ii)the Borrower shall provide to the Credit Parties financial statements and otherdocuments required under this Agreement or as reasonably requested hereundersetting forth a reconciliation between calculations of such requirement madebefore and after giving effect to such change in GAAP.

            "Governmental Authority": any nation orgovernment, any state or other political subdivision thereof, any entityexercising executive, legislative, judicial, regulatory or administrativefunctions of or pertaining to government and any court or arbitrator.

            "Hazardous Substance": (i)any hazardous or toxic substance, material or waste listed in the United StatesDepartment of Transportation Hazardous Materials Table (49 CFR §172.101) or bythe Environmental Protection Agency as hazardous substances (40 CFR Part 302),and amendments thereto and replacements therefor, and(ii) any substance, pollutant or material defined as, or designated in, any

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Environmental Law as a"hazardous substance," "toxic substance," "hazardous material," "hazardouswaste," "restricted hazardous waste," "pollutant," "toxic pollutant" or wordsof similar import.

            "Highest Lawful Rate": as to any Lender, themaximum rate of interest, if any, that at any time or from time to time may becontracted for, taken, charged or received by such Lender on the Note heldthereby or which may be owing to such Lender pursuant to this Agreement and theother Loan Documents under the laws applicable to such Lender and thistransaction.

            "Indebtedness": as to any Person, at a particulartime, all items which constitute, without duplication, (i)indebtedness for borrowed money or the deferred purchase price of Property(other than trade payables incurred in the ordinary course of business), (ii)indebtedness evidenced by notes, bonds, debentures or similar instruments,(iii) obligations with respect to any conditional sale or title retentionagreement, (iv) indebtedness arising under acceptance facilities and the amountavailable to be drawn under all letters of credit issued for the account ofsuch Person and, without duplication, all drafts drawn thereunderto the extent such Person shall not have reimbursed the issuer in respect ofthe issuer's payment of such drafts, (v) all liabilities secured by any Lien onany Property owned by such Person even though such Person has not assumed orotherwise become liable for the payment thereof (other than carriers',warehousemen's, mechanics', repairmen's or other like non consensual statutoryLiens arising in the ordinary course of business), (vi) liabilities in respectof any obligation (contingent or otherwise) to purchase, redeem, retire,acquire or make any other payment in respect of any shares of equity securitiesor any option, warrant or other right to acquire any shares of equity securities,(vii) obligations under Capital Lease Obligations, and (viii) ContingentObligations of such Person in respect of Indebtedness of others.

        "Indemnified Person": as defined in Section11.4(b).

        "Indenture": the Indenture, dated as of October1, 1988, between the Borrower and The Bank of New York, as trustee.

        "Integrated Resources Plan": the portions ofthe Borrower's strategic integrated resources plan which involves replacing, repowering or adding electric power generation,transmission or distribution facilities to meet the measured and forecasteddemand and consumption requirements of its customers, including theacquisition, construction or improvement of generation facilities and fuelconversion repowering projects for existinggeneration facilities to diversity fuel sources, with any project undertaken toimplement the foregoing being subject to regulation by the LPSC by priorissuance of a certificate of public convenience and necessity or in aratemaking proceeding, prudence review or a combination thereof. 

         "IntellectualProperty": all copyrights, trademarks, servicemarks,patents, trade names and service names.

        "Inter‐Affiliate Policies Agreement":the Inter‐Affiliate Policies and the Inter‐Affiliate Procedures ofCleco Corporation, each dated as of December 4, 2002.

        "Interest Coverage Ratio": as of any fiscalquarter end, the ratio of(i) EBITDA for the period of thefour consecutive fiscal quarters ending thereon to (ii) Interest Expense for suchperiod.

        "Interest Expense": for any period, theinterest expense, both expensed and capitalized (including the interestcomponent in respect of Capital Lease Obligations), of the Borrower and itsSubsidiaries during such period, determined on a consolidated basis inaccordance with GAAP.

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            "Interest Payment Date": (i) as to any ABR Advance, the last day of each March, June,September and December commencing on the first of such days to occur after suchABR Advance is made or any Eurodollar Advance is converted to an ABR Advance,(ii) as to any Eurodollar Advance in respect of which the Borrower has selecteda Eurodollar Interest Period of one, two or three months, the last day of suchInterest Period, (iii) as to any Eurodollar Advance in respect of which theBorrower has selected a Eurodollar Interest Period of six months, the day whichis three months after the first day of such Interest Period and the last day ofsuch Interest Period, (iv) as to any Competitive Bid Loan as to which theBorrower has selected an Interest Period of 90 days or less, the last day ofsuch Competitive Interest Period, and (v) as to any Competitive Bid Loan as towhich the Borrower has selected a Competitive Interest Period of more than 90 days,the day which is 90 days after the first day of such Competitive InterestPeriod and the last day of each subsequent 90 day period thereafter or, ifsooner, the last day of such Competitive Interest Period.

            "Interest Period": a Eurodollar InterestPeriod or a Competitive Interest Period, as the context may require.

            "Invitation to Bid": an invitation to makeCompetitive Bids in the form of Exhibit E.

            "Issuing Bank": BNY, in its capacity asissuer of Letters of Credit.

            "LC Disbursement": a payment made by theIssuing Bank pursuant to a Letter of Credit.

            "LC Exposure": at any time, (i) with respect to all of the Lenders, the sum, withoutduplication, of (x) the aggregate undrawn amount ofall outstanding Letters of Credit at such time plus (y) the aggregate amount ofall LC Disbursements that have not yet been reimbursed by or on behalf of theBorrower at such time and (ii) with respect to each Lender, its CommitmentPercentage of the amount determined under clause (i).

            "LC Fee": as defined in Section 3.1(c).

            "Lenders": the Persons listed on ExhibitA and any other Person that shall have become a party hereto pursuant to anAssignment and Acceptance Agreement, other than any such Person that ceases tobe a party hereto pursuant to an Assignment and Acceptance Agreement.

            "Letter of Credit": any Existing Letter ofCredit and any New Letter of Credit.

          "Lien": any mortgage, pledge, hypothecation,assignment, deposit or preferential arrangement, encumbrance, lien (statutoryor other), or other security agreement or security interest of any kind ornature whatsoever, including any conditional sale or other title retentionagreement and any capital or financing lease having substantially the sameeconomic effect as any of the foregoing.

            "Loan Documents": collectively, thisAgreement, the Notes and the documentation relating to each Letter of Credit.

            "Loans": the Revolving Credit Loans and/orthe Competitive Bid Loans, as the case may be.

            "LPSC": the Louisiana Public ServiceCommission or any Governmental Authority succeeding to the functions thereof.

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            "Managing Agents": AlliedIrish Banks, p.l.c., Cobank,ACB, Commerzbank AG, New York and Grand CaymanBranches and Keybank National Association in theircapacity as managing agents for the Lenders hereunder.

            "Margin Stock": any "margin stock", asdefined in Regulation U of the Board of Governors of the Federal ReserveSystem, as the same may be amended or supplemented from time to time.

            "Material Adverse Change": a materialadverse change in (i) the financial condition, operations,business, prospects or Property of (a) the Borrower or (b) the Borrower and theSubsidiaries, taken as a whole, (ii) the ability of the Borrower to perform itsobligations under the Loan Documents or (iii) the ability of the Credit Partiesto enforce their rights and remedies under the Loan Documents.

            "Material Adverse Effect": a materialadverse effect on (i) the financial condition,operations, business, prospects or Property of (a) the Borrower or (b) theBorrower and the Subsidiaries, taken as a whole, (ii) the ability of theBorrower to perform its obligations under the Loan Documents or (iii) theability of the Credit Parties to enforce their rights and remedies under theLoan Documents.

            "Material Obligations": as of any date,Indebtedness (other than Indebtedness under the Loan Documents) or operatingleases of any one or more of the Borrower or any Subsidiary or, in the case ofthe Borrower only, any Contingent Obligation, in an aggregate principal amountexceeding $20,000,000.  For purposes ofdetermining Material Obligations, the "principal amount" of Indebtedness,operating leases or Contingent Obligations at any time shall be the maximumaggregate amount (giving effect to any netting agreements) that the Borrower orsuch Subsidiary, as applicable, would be required to pay if such Indebtedness,operating leases or Contingent Obligations became due and payable on such day.

             "MaterialTotal Assets": as of any date of determination, the total assets of theBorrower and the Subsidiaries, determined on a consolidated basis in accordancewith GAAP.

            "Maturity Date": the Commitment TerminationDate or, if the Borrower has duly extended the Maturity Date in accordance withSection 2.15(b), the Repayment Extension Date.

            "Maximum Offer": as defined in Section2.4(b).

            "Maximum Request": as defined in Section2.4(a).

            "Moody's": Moody's Investors Service, Inc.,or any successor thereto.

            "Multiemployer Plan": a multiemployer planas defined in Section 4001(a)(3) of ERISA.

            "New Letter of Credit": any letter of creditissued pursuant to this Agreement and any successive renewals or extensionsthereof.

            "Non‐Extending Lender": as defined inSection 2.15(a)(ii).

            "Note": with respect to each Lender inrespect of such Lender's Revolving Credit Loans and Competitive Bid Loans, apromissory note, substantially in the form of Exhibit B, payable to theorder of such Lender; each such promissory note having been made by theBorrower and dated the Closing Date, including all replacements thereof andsubstitutions therefor.

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            "Notice of Conversion/Continuation": anotice substantially in the form of Exhibit I.

            "Parent": Cleco Corporation, a Louisianacorporation.

            "Participant": as defined in Section11.6(e).

            "PBGC": the Pension Benefit GuarantyCorporation referred to and defined in ERISA and any successor entityperforming similar functions.

            "Permitted Liens": Liens permitted to existunder Section 8.1.

           "Person": any individual, firm, partnership,joint venture, corporation, association, business enterprise, limited liabilitycompany, joint stock company, unincorporated association, trust, GovernmentalAuthority or any other entity, whether acting in an individual, fiduciary, orother capacity, and for the purpose of the definition of "ERISA Affiliate", atrade or business.

            "Plan": any employee pension benefit plan(other than a Multiemployer Plan) subject to the provisions of Title IV ofERISA or Section 412 of the Code or Section 302 of ERISA, and in respect ofwhich the Borrower, any Subsidiary or any ERISA Affiliate is (or, if such planwere terminated, would under Section 4069 of ERISA be deemed to be) an"employer" as defined in Section 3(5) of ERISA.

            "Portion": as defined in Section 2.4(b).

            "Pricing Level": Pricing Level I, PricingLevel II, Pricing Level III, Pricing Level IV, Pricing Level V, Pricing LevelVI or Pricing Level VII as the context may require.

            "Pricing Level I":  any time when (i)no Event of Default has occurred and is continuing, (ii) the Senior Debt Ratingis A‐ or higher by S&P or A3 or higher by Moody's. 

             "PricingLevel II": any time when (i) no Event of Defaulthas occurred and is continuing, (ii) the Senior Debt Rating is BBB+ or higherby S&P or Baa1 or higher by Moody's and (iii) Pricing Level I does notapply.

            "Pricing Level III": any time when (i) no Event of Default has occurred and is continuing, (ii)the Senior Debt Rating is BBB or higher by S&P or Baa2 or higher by Moody'sand (iii) Pricing Levels I and II do not apply.

            "Pricing Level IV": any time when (i) no Event of Default has occurred and is continuing, (ii)the Senior Debt Rating is BBB‐ or higher by S&P or Baa3 or higher byMoody's and (iii) Pricing Levels I, II and III do not apply.

            "Pricing Level V": any time when (i) no Event of Default has occurred and is continuing, (ii)the Senior Debt Rating is BB+ or higher by S&P and Baa3 or higher byMoody's or the Senior Debt Rating is BBB- or higher by S&P and Ba1 orhigher by Moody's and (iii) Pricing Levels I, II, III and IV do not apply.

            "PricingLevel VI": any time when (i) no Event of Defaulthas occurred and is continuing, (ii) the Senior Debt Rating is BB+ or higher byS&P or Ba1 or higher by Moody's and (iii) Pricing Levels I, II, III, IV andV do not apply. 

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            "Pricing Level VII": anytime when none of Pricing Levels I, II, III, IV, V and VI is applicable.

            "Property": all types of real, personal,tangible, intangible or mixed property.

           "Real Property": all real property owned orleased (or previously owned or leased) by the Borrower or any of theSubsidiaries (or any of their respective predecessors).

            "Register": as defined in Section 11.6(c).

            "Related Parties": with respect to anyspecified Person, such Person's Affiliates and the respective directors,officers, employees, agents and advisors of such Person and such Person'sAffiliates.

            "Required Deposit Amount": in the event thatas a result of the deposit of cash collateral with the Administrative Agentpursuant to Section 2.8(i) the Borrower (i) is not required to grant asecurity interest in such cash collateral to any other Person, an amount equalto the LC Exposure on the date on which cash collateral is required to bedeposited, or (ii) is required to grant asecurity interest in such cash collateral to any other Person, an amount equalto the LC Exposure on the date on which cash collateral is required to bedeposited multiplied by a fraction, the numerator of which is the sum of the LCExposure plus the principal amount of all other obligations to besecured by such cash collateral and the denominator of which is the amount ofsuch LC Exposure.

             "RequiredLenders": at any time, (i) prior to the date on whichthe Loans have become due and payable pursuant to Article 9 or the Commitmentsexpire or terminate, Lenders having Revolving Credit Exposures and unusedCommitments representing at least 51% of the sum of the total Revolving CreditExposures and unused Commitments at such time, and (ii) thereafter, Lenders havingCredit Exposures and unused Commitments representing at least 51% of the sum ofthe total Credit Exposures and unused Commitments at such time.

             "RepaymentExtension Date": as defined in Section 2.15(b).

            "Revolving Credit Exposure": with respect toany Lender at any time, the sum of the aggregate outstanding principal amountof such Lender's Revolving Credit Loans and LC Exposure at such time.

            "Revolving Credit Loan" and "RevolvingCredit Loans": as defined in Section 2.1.

            "S&P": Standard & Poor's RatingsGroup, a division of The McGraw Hill Companies, or any successor thereto.

            "SEC": the Securities and ExchangeCommission or any Governmental Authority succeeding to the functions thereof.

            "Senior Debt Rating": at any date, thecredit rating identified by S&P or Moody's as the credit rating which (i) it has assigned to long term unsecured senior debt ofthe Borrower or (ii) would assign to long term unsecured senior debt of theBorrower were the Borrower to issue or have outstanding any long term unsecuredsenior debt on such date.  If either (butnot both) Moody's or S&P shall cease to be in the business of ratingcorporate debt obligations, the Pricing Levels shall be determined on the basisof the ratings provided by the other rating agency.

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            "Stock":any and all shares, rights, interests, participations, warrants or otherequivalents (however designated) of equity in, or ownership of, any entity,including corporate stock, partnership interests and membership and otherlimited liability company interests.

            "Submission Deadline": as defined in Section2.4(b).

            "subsidiary":as to any Person, any corporation, association, partnership, limited liabilitycompany, joint venture or other business entity of which such Person or anySubsidiary of such Person, directly or indirectly, either (i)in respect of a corporation, owns or controls more than 50% of the outstandingStock having ordinary voting power to elect a majority of the board ofdirectors or similar managing body, irrespective of whether a class or classesshall or might have voting power by reason of the happening of any contingency,or (ii) in respect of an association, partnership, joint venture or otherbusiness entity, is entitled to share in more than 50% of the profits andlosses, however determined. Unless the context otherwise requires, referencesto a Subsidiary shall be deemed to be references to a Subsidiary of theBorrower.

            "Syndication Agent": Bank One, NA, in its capacityas syndication agent for the Lenders hereunder.

            "Tax": any present or future tax, levy,impost, duty, charge, fee, deduction or withholding of any nature, and whatevercalled, by a Governmental Authority, on whomsoever and wherever imposed,levied, collected, withheld or assessed.

            "Tax on the Overall Net Income": as to anyPerson, a Tax imposed by the jurisdiction in which that Person's principaloffice (and/or, in the case of a Lender, its Domestic Lending Office) islocated, or by any political subdivision or taxing authority thereof, or inwhich that Person is deemed to be doing business, on all or part of the netincome, profits or gains of that Person (whether worldwide, or only insofar assuch income, profits or gains are considered to arise in or to relate to a particularjurisdiction, or otherwise).

            "Term‐Out Fee": as defined in Section3.1(b).

            "Term Out Notice":  as defined in Section 2.15(b)

            "Terminating Indebtedness": collectively,the Indebtedness (together with all unpaid and accrued interest and fees andother unpaid sums) of the Borrower under the 364 Day Credit Agreement, dated asof May 7, 2003, by and among the Borrower, the lenders party thereto, Bank One,NA, as syndication agent, WestLB, as documentationagent and BNY, as administrative agent, together with all agreements,instruments and other documents executed or delivered in connection therewith.

            "Total Capitalization": at any time, thedifference between (i) the sum of each of thefollowing at such time with respect to the Borrower and the Subsidiaries,determined on a consolidated basis in accordance with GAAP: (a) preferred Stock(less deferred compensation relating to unallocated convertible preferred Stockheld by the Employee Stock Ownership Plan), plus (b) common Stock and anypremium on capital Stock thereon (as such term is used in the FinancialStatements), plus (c) retained earnings, plus (d) Total Indebtedness, and (ii)treasury Stock at such time of the Borrower and the Subsidiaries, determined ona consolidated basis in accordance with GAAP.

            "Total Indebtedness": at any time, allIndebtedness (net of unamortized premium and discount (as such term is used inthe Financial Statements)) at such time of the Borrower and the Subsidiaries,determined on a consolidated basis in accordance with GAAP.

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            "United States": the United States ofAmerica.

            "Voting Security": asecurity which ordinarily has voting power for the election of the board ofdirectors (or other governing body), whether at all times or only so long as nosenior class of stock has such voting power by reason of any contingency.

            "WestLB": WestLB AG, New York Branch.

            "Withdrawal Liability": liability to aMultiemployer Plan as a result of a complete or partial withdrawal from suchMultiemployer Plan, as such terms are defined in Part I of Subtitle E of TitleIV of ERISA.

    Section 1.2Terms Generally

           The definitions of terms herein shall apply equally to the singular and pluralforms of the terms defined. Whenever the context may require, any pronoun shallinclude the corresponding masculine, feminine and neuter forms. The words"include", "includes" and "including" shall be deemed to be followed by thephrase "without limitation". The word "will" shall be construed to have the samemeaning and effect as the word "shall". Unless the context requires otherwise, (i)any definition of or reference to any agreement, instrument or other documentherein shall be construed as referring to such agreement, instrument or otherdocument as from time to time amended, supplemented or otherwise modified, (ii)any definition of or reference to any law shall be construed as referring tosuch law as from time to time amended and any successor thereto and the rulesand regulations promulgated from time to time thereunder, (iii) any referenceherein to any Person shall be construed to include such Person's successors andassigns, (iv) the words "herein", "hereof" and "hereunder", and words of similarimport, shall be construed to refer to this Agreement in its entirety and not toany particular provision hereof, (v) all references herein to Articles,Sections, Exhibits and Schedules shall be construed to refer to Articles andSections of, and Exhibits and Schedules to, this Agreement, (vi) the words"asset" and "property" shall be construed to have the same meaning and effectand to refer to any and all tangible and intangible assets and properties,including cash, securities, accounts and contract rights and (vii) unlessspecifically provided in a Loan Document to the contrary, references to a timeshall refer to New York City time.

       Section 1.3Accounting Terms

           Except as otherwise expressly provided herein, all terms of an accounting orfinancial nature shall be construed in accordance with GAAP.  Unless thecontext otherwise requires, any reference to a fiscal period shall refer to therelevant fiscal period of the Borrower.

ARTICLE 2. AMOUNT AND TERMS OF LOANS

     Section 2.1 Revolving Credit Loans

           Subject to the terms and conditions hereof, each Lender severally agrees to makerevolving credit loans (each a "Revolving Credit Loan" and, as thecontext may require, collectively with all other Revolving Credit Loans of suchLender and with the Revolving Credit Loans of all other Lenders, the "RevolvingCredit Loans") to the Borrower from time to time during the CommitmentPeriod, provided, however, that immediately after giving effectthereto (i) such Lender's Revolving Credit Exposure would not exceed suchLender's Commitment, and (ii) the sum of the Credit Exposures of all Lenderswould not exceed the Aggregate Commitments.  During the Commitment Period,the Borrower may borrow, prepay in whole or in part and reborrow under theAggregate Commitments, all in accordance with the terms and conditions of thisAgreement.  The Borrower hereby unconditionally 

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promises to pay to the AdministrativeAgent for the account of each Lender the then outstanding principal balance ofeach Revolving Credit Loan on the Maturity Date.

      Section 2.2Notes

           The Revolving Credit Loans and Competitive Bid Loans made by a Lender shall beevidenced by a promissory note of the Borrower, substantially in the form of Exhibit B, payable to the order of such Lender and representing theobligation of the Borrower to pay the sum of (i) the aggregate unpaid principalbalance of all Revolving Credit Loans made by such Lender plus (ii) theaggregate unpaid principal balance of all Competitive Bid Loans made by suchLender, in each case with interest thereon as prescribed in Section 2.9. Each Note shall (a) be dated the Closing Date, (b) be stated to mature on theMaturity Date and (c) bear interest from the date thereof on the unpaidprincipal balance thereof at the applicable interest rate or rates per annumdetermined as provided in Section 2.9, payable as specified in Section 2.9.

     Section 2.3 Revolving Credit Loans; Procedure

             (a)   The Borrower may borrow Revolving Credit Loans under the Aggregate Commitmentson any Business Day during the Commitment Period, provided, however,that the Borrower shall notify the Administrative Agent (by telephone orfacsimile) no later than (i) 11:00 a.m., three Business Days prior to therequested Borrowing Date, in the case of Eurodollar Advances, and (ii) 11:30a.m., on the requested Borrowing Date, in the case of ABR Advances, in each casespecifying (A) the aggregate principal amount to be borrowed under the AggregateCommitments, (B) the requested Borrowing Date, (C) whether such borrowing is toconsist of one or more Eurodollar Advances, ABR Advances, or a combinationthereof, and (D) if the borrowing is to consist of one or more EurodollarAdvances, the length of the Eurodollar Interest Period for each such EurodollarAdvance, providedfurther, however, that no EurodollarInterest Period selected in respect of any Revolving Credit Loan shall end afterthe Maturity Date.  If the Borrower fails to give timely notice inconnection with a request for a Eurodollar Advance, the Borrower shall be deemedto have elected that such Advance shall be made as an ABR Advance.  Eachsuch notice shall be irrevocable and confirmed promptly by delivery to theAdministrative Agent of a Credit Request.  Each ABR Advance shall be in anaggregate principal amount equal to $5,000,000 or an integral multiple of$1,000,000 in excess thereof, provided that an ABR Advance may be in anaggregate amount that is equal to the entire unused balance of the AggregateCommitments or in an aggregate amount that is required to finance thereimbursement of an LC Disbursement as contemplated by Section 2.8(e). Each Eurodollar Advance shall be in an aggregate principal amount equal to$5,000,000 or an integral multiple of $1,000,000 in excess thereof.

           (b)            Uponreceipt of each notice of borrowing from the Borrower, the Administrative Agentshall promptly notify each Lender thereof.  Subject to its receipt of thenotice referred to in the preceding sentence, each Lender will make the amountof its Commitment Percentage of each borrowing available to the AdministrativeAgent for the account of the Borrower at the office of the Administrative Agentprovided for in Section 11.2 not later than 2:00 p.m. on the relevant BorrowingDate requested by the Borrower, in funds immediately available to theAdministrative Agent at such office.  The amounts so made available to theAdministrative Agent on such Borrowing Date will then, subject to thesatisfaction of the terms and conditions of this Agreement, be made available onsuch date to the Borrower by the Administrative Agent at the office of theAdministrative Agent provided for in Section 11.2 by crediting the account ofthe Borrower on the books of such office with the aggregate of said amountsreceived by the Administrative Agent. 

           (c)            Unless the Administrative Agent shall have received prior notice from a Lender(by telephone or otherwise, such notice to be promptly confirmed by facsimile orother writing) that such 

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Lender will not make available to theAdministrative Agent such Lender's Commitment Percentage of the Revolving CreditLoans requested by the Borrower in accordance with paragraph (b) of this Sectionor Section 2.8(e), the Administrative Agent may assume that such Lender has madesuch share available to the Administrative Agent on the Borrowing Date inaccordance with this Section, provided that such Lender received noticeof the proposed borrowing from the Administrative Agent, and the AdministrativeAgent may, in reliance upon such assumption, make available to the Borrower onthe Borrowing Date a corresponding amount.  If and to the extent suchLender shall not have so made its Commitment Percentage of such Loans availableto the Administrative Agent, such Lender and the Borrower severally agree to payto the Administrative Agent forthwith on demand such corresponding amount (tothe extent not previously paid by the other), together with interest thereon foreach day from the date such amount is made available to the Borrower to the datesuch amount is paid to the Administrative Agent, at a rate per annum equal to,in the case of the Borrower, the applicable interest rate set forth in Section2.9 for such Loans, and, in the case of such Lender, the Federal Funds Rate ineffect on each such day (as determined by the Administrative Agent in accordancewith the definition of "Federal Funds Rate" set forth in Section 1.1). Such payment by the Borrower, however, shall be without prejudice to its rightsagainst such Lender.  If such Lender shall pay to the Administrative Agentsuch corresponding amount, such amount so paid shall constitute such Lender'sRevolving Credit Loan as part of the Revolving Credit Loans for purposes of thisAgreement, which Revolving Credit Loan shall be deemed to have been made by suchLender on the Borrowing Date applicable to such Revolving Credit Loans. The failure of any Lender to make its Commitment Percentage of any requestedRevolving Credit Loan available to the Administrative Agent pursuant to thisSection shall not relieve any other Lender of such other Lender's obligation tomake its own Commitment Percentage of such Revolving Credit Loan available tothe Administrative Agent in accordance with this Section, provided, however, that no Lender shall be liable or responsible for the failure byany other Lender to make any Revolving Credit Loans required to be made by suchother Lender.

           (d)            If aLender makes a new Revolving Credit Loan on a Borrowing Date on which theBorrower is to repay a Revolving Credit Loan from such Lender, such Lender shallapply the proceeds of such new Revolving Credit Loan to make such repayment, andonly the excess of the proceeds of such new Revolving Credit Loan over theRevolving Credit Loan being repaid need be made available to the AdministrativeAgent, for the Borrower's account.

           (e)            Without in any way limiting the obligation of the Borrower to confirm in writingany telephonic notice of borrowing given to the Administrative Agent, theAdministrative Agent may act without liability upon the basis of telephonicnotice of such borrowing believed by the Administrative Agent in good faith tobe from an authorized officer of the Borrower prior to receipt of writtenconfirmation.  In each such case, the Administrative Agent's records withregard to any such telephone notice shall be presumptively correct, absentmanifest error.

        Section 2.4Competitive Bid Loans; Procedure

           (a)             TheBorrower may make Competitive Bid Requests by 11:00 a.m. at least two BusinessDays prior to the proposed Borrowing Date for one or more Competitive Bid Loans. Each Competitive Bid Request given to the Administrative Agent (which shallpromptly on the same day give notice thereof to each Lender by facsimile of anInvitation to Bid if the Competitive Bid Request is not rejected pursuant tothis Section), shall be by telephone (confirmed by facsimile or other writtenelectronic means promptly on the same day by the delivery of a Competitive BidRequest signed by the Borrower), and shall specify (i) the proposed BorrowingDate, which shall be a Business Day, (ii) the aggregate amount of the requestedCompetitive Bid Loans (the "Maximum Request"), which amount (A) shall notexceed an amount which, on the proposed Borrowing Date and after giving effectto the requested Competitive Bid Loans, would cause the Credit Exposures of allLenders to exceed the 

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Aggregate Commitments and (B) shall be ina principal amount equal to $3,000,000 or an integral multiple of $1,000,000 inexcess thereof, (iii) the Competitive Interest Period(s) therefor and the lastday of each such Competitive Interest Period, and (iv) if more than oneCompetitive Interest Period is so specified, the principal amount allocable toeach such Competitive Interest Period (which amount shall not be less than$3,000,000 or an integral multiple of $1,000,000 in excess thereof).  ACompetitive Bid Request that does not conform substantially to the form of Exhibit D shall be rejected, and the Administrative Agent shall promptlynotify the Borrower of such rejection.  Notwithstanding anything containedherein to the contrary, (1) not more than three Competitive Interest Periods maybe requested pursuant to any Competitive Bid Request and (2) not more than fiveCompetitive Bid Loans may be outstanding at any one time.

           (b)             EachLender in its sole discretion may (but is not obligated to) submit one or moreCompetitive Bids to the Administrative Agent not later than 10:00 a.m. at leastone Business Day prior to the proposed Borrowing Date specified in suchCompetitive Bid Request (such time being herein called the "SubmissionDeadline"), by facsimile or other writing, and thereby irrevocably offer tomake all or any part (any such part referred to as a "Portion") of anyCompetitive Bid Loan described in the relevant Competitive Bid Request at a rateof interest per annum (each a "Bid Rate") specified therein in anaggregate principal amount of not less than $3,000,000 or an integral multipleof $1,000,000 in excess thereof, provided that Competitive Bids submittedby the Administrative Agent may only be submitted if the Administrative Agentnotifies the Borrower of the terms of its Competitive Bid not later than thirtyminutes prior to the Submission Deadline.  Multiple Competitive Bids may bedelivered to and by the Administrative Agent.  The aggregate Portions ofCompetitive Bid Loans for any or all Competitive Interest Periods offered byeach Lender in its Competitive Bid may exceed the Maximum Request contained inthe relevant Competitive Bid Request, provided that each Competitive Bidshall set forth the maximum aggregate amount of the Competitive Bid Loansoffered thereby which the Borrower may accept (the "Maximum Offer"), whichMaximum Offer shall not exceed the Maximum Request.  If any Lender shallelect not to make a Competitive Bid, such Lender shall so notify theAdministrative Agent by facsimile not later than the Submission Deadlinetherefor,provided, however, that the failure by any Lender to give any suchnotice shall not obligate such Lender to make any Competitive Bid Loan.

           (c)             TheAdministrative Agent shall promptly give notice by telephone (promptly confirmedby facsimile or other writing) to the Borrower of all Competitive Bids receivedby the Administrative Agent prior to the Submission Deadline which comply in allmaterial respects with this Section.  The Borrower shall, in its solediscretion but subject to Section 2.4(d), irrevocably accept or reject any suchCompetitive Bid (or any Portion thereof) not later than 1:00 p.m. on the day ofthe Submission Deadline by notice to the Administrative Agent by telephone(confirmed by facsimile or other writing in the form of a Competitive BidAccept/Reject Letter promptly the same day).  Promptly upon receipt by theAdministrative Agent of such a Competitive Bid Accept/Reject Letter, theAdministrative Agent will give notice to each Lender that submitted aCompetitive Bid as to the extent, if any, that such Lender's Competitive Bidshall have been accepted.  If the Administrative Agent fails to receivenotice from the Borrower of its acceptance or rejection of any Competitive Bidsat or prior to 1:00 p.m. on the day of the Submission Deadline, all suchCompetitive Bids shall be deemed to have been rejected by the Borrower, and theAdministrative Agent will give to each Lender that submitted a Competitive Bidnotice of such rejection by telephone on such day.  In due course followingthe acceptance of any Competitive Bid, the Administrative Agent shall notifyeach Lender which submitted a Competitive Bid, in the form of a Competitive BidLoan Confirmation, of the amount, maturity date and Bid Rate for eachCompetitive Bid Loan.

           (d)            If theBorrower accepts a Portion of a proposed Competitive Bid Loan for a singleCompetitive Interest Period at the Bid Rate provided therefor in a Lender'sCompetitive Bid, such Portion shall be in a principal amount of $3,000,000 or anintegral multiple of $1,000,000 in excess 

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thereof (subject to such lesser allocationas may be made pursuant to the provisions of this Section 2.4(d)).  Theaggregate principal amount of Competitive Bid Loans accepted by the Borrowerfollowing Competitive Bids responding to a Competitive Bid Request shall notexceed the Maximum Request.  The aggregate principal amount of CompetitiveBid Loans accepted by the Borrower pursuant to a Lender's Competitive Bid shallnot exceed the Maximum Offer therein contained.  If the Borrower acceptsany Competitive Bid Loans or Portion offered in any Competitive Bid, theBorrower must accept Competitive Bids (and Competitive Bid Loans and Portionsthereby offered) based exclusively upon the successively lowest Bid Rates withineach Competitive Interest Period and no other criteria.  If two or moreLenders submit Competitive Bids with identical Bid Rates for the sameCompetitive Interest Period and the Borrower accepts any thereof, the Borrowershall, subject to the first three sentences of this Section 2.4(d), accept allsuch Competitive Bids as nearly as possible in proportion to the amounts of suchLenders' respective Competitive Bids with identical Bid Rates for suchCompetitive Interest Period, provided that if the amount of CompetitiveBid Loans to be so allocated is not sufficient to enable each such Lender tomake such Competitive Bid Loan (or Portions thereof) in an aggregate principalamount of $3,000,000 or an integral multiple of $1,000,000 in excess thereof,the Borrower shall round the Competitive Bid Loans (or Portions thereof)allocated to such Lender or Lenders as the Borrower shall select as necessary toa minimum of $1,000,000 or an integral multiple of $500,000 in excess thereof.

           (e)             Notlater than 2:00 p.m. on the relevant Borrowing Date, each Lender whoseCompetitive Bid was accepted by the Borrower shall make available to theAdministrative Agent at its office provided for in Section 11.2, in immediatelyavailable funds, the proceeds of such Lender's Competitive Bid Loan(s). Theamounts so made available to the Administrative Agent on such Borrowing Datewill then, subject to the satisfaction of the terms and conditions of thisAgreement, as determined by the Administrative Agent, be made available on suchdate to the Borrower by the Administrative Agent at the office of theAdministrative Agent provided for in Section 11.2 by crediting the account ofthe Borrower on the books of such office with the aggregate of said amountsreceived by the Administrative Agent. 

           (f)             All notices required by this Section 2.4 shall be given in accordance withSection 11.2.

           (g)             TheCompetitive Bid Loans made by each Lender shall be evidenced by a Note referredto in Section 2.2. Each Competitive Bid Loan shall be due and payable on thelast day of the Competitive Interest Period applicable thereto.

   Section 2.5  Termination and Reduction of Aggregate Commitments

           (a)            Unless previously terminated, the Commitments shall terminate on the CommitmentTermination Date.

           (b)            TheBorrower may at any time terminate, or from time to time reduce, the AggregateCommitments, provided that (i) the Borrower shall not terminate or reducethe Aggregate Commitments if, after giving effect to any concurrent prepaymentof Loans in accordance with Section 2.6, the sum of the Credit Exposures of allLenders would exceed the total Aggregate Commitments, and (ii) each suchreduction shall be in an amount that is an integral multiple of $1,000,000 andnot less than $5,000,000.

           (c)             TheBorrower shall notify the Administrative Agent of any election to terminate orreduce the Aggregate Commitments under paragraph (b) of this Section at leastthree Business Days prior to the effective date of such termination orreduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advisethe Lenders of 

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the contents thereof.  Each noticedelivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Aggregate Commitments deliveredby the Borrower may state that such notice is conditioned upon the effectivenessof other credit facilities, in which case such notice may be revoked by theBorrower (by notice to the Administrative Agent on or prior to the specifiedeffective date) if such condition is not satisfied.  Each reduction, andany termination, of the Aggregate Commitments shall be permanent and eachreduction of the Aggregate Commitments shall be made ratably among the Lendersin accordance with their respective Commitments. 

   Section 2.6 Prepayments of the Loans

           (a)            Voluntary Prepayments. The Borrower may, at its option, prepay theRevolving Credit Loans without premium or penalty, in full at any time or inpart from time to time, by notifying the Administrative Agent in writing nolater than 11:30 a.m. on the proposed prepayment date, in the case of ABRAdvances, and at least three Business Days prior to the proposed prepaymentdate, in the case of Eurodollar Advances, specifying the Revolving Credit Loansto be prepaid, the amount to be prepaid and the date of prepayment.  TheBorrower may not prepay the Competitive Bid Loans.  Each such notice of aprepayment under this Section shall be irrevocable and the amount specified insuch notice shall be due and payable on the date specified.  Upon receiptof such notice, the Administrative Agent shall promptly notify each Lenderthereof.  Each partial prepayment shall be in an aggregate principal amountof (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or(ii) if the outstanding principal balance of the Revolving Credit Loans is lessthat the minimum amount set forth in clause (a)(i) of this Section, then suchlesser outstanding principal balance, as the case may be.  After givingeffect to any partial prepayment with respect to Eurodollar Advances which weremade (whether as the result of a borrowing or a conversion) on the same date andwhich had the same Interest Period, the outstanding principal amount of suchEurodollar Advances shall exceed (subject to Section 2.7) $5,000,000 or anintegral multiple of $1,000,000 in excess thereof.  If any prepayment ismade in respect of any Eurodollar Advance, in whole or in part, prior to thelast day of the applicable Eurodollar Interest Period, the Borrower agrees toindemnify the Lenders in accordance with Section 2.13.

           (b)           Mandatory Prepayments.  Concurrently with each reduction ortermination of the Aggregate Commitments under Section 2.5, the Borrower shallprepay the Loans by the amount, if any, by which the Credit Exposures of allLenders exceeds the amount of the Aggregate Commitments after giving effect tosuch reduction or termination, as the case may be, such prepayment to be appliedfirst to the outstanding Revolving Credit Loans and second to outstandingCompetitive Bid Loans.

           (c)            In General.  Any prepayments under this Section shall be applied prorata according to the Commitment Percentage of each Lender./h3> 

Section 2.7 Conversions and Continuations

           (a)             TheBorrower may elect from time to time to convert Eurodollar Advances to ABRAdvances by giving the Administrative Agent at least one Business Day's priorirrevocable notice of such election (confirmed by the delivery of a Notice ofConversion/Continuation), specifying the amount to be so converted, providedthat any such conversion of Eurodollar Advances shall only be made on the lastday of the Interest Period applicable thereto.  In addition, the Borrowermay elect from time to time to (i) convert ABR Advances to Eurodollar Advancesand (ii) to continue Eurodollar Advances by selecting a new Eurodollar InterestPeriod therefor, in each case by giving the Administrative Agent at least threeBusiness Days' prior irrevocable notice of such election (confirmed by thedelivery of a Notice of Conversion/Continuation), in the case of a conversionto, or continuation of, Eurodollar Advances, specifying the amount to be soconverted and the initial Eurodollar Interest Period relating thereto, provided that any such conversion of ABR Advances to Eurodollar Advancesshall only be made on a

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Business Day and any such continuation ofEurodollar Advances shall only be made on the last day of the EurodollarInterest Period applicable to the Eurodollar Advances which are to be continuedas such new Eurodollar Advances.  The Administrative Agent shall promptlyprovide the Lenders with a copy of each such Notice of Conversion/Continuation. ABR Advances and Eurodollar Advances may be converted or continued pursuant tothis Section in whole or in part, provided that conversions of ABRAdvances to Eurodollar Advances, or continuations of Eurodollar Advances, shallbe in an aggregate principal amount of $5,000,000 or an integral multiple of$1,000,000 in excess thereof.  If the Borrower fails to deliver a notice ofconversion or continuation in accordance with this Section with respect to anyAdvance prior to the last day of the Interest Period applicable thereto, then,unless such Advance is repaid as provided herein, on the last day of suchInterest Period, such Advance shall be converted to, or continued as, an ABRAdvance. 

           (b)           Notwithstanding anything in this Section to the contrary, no ABR Advance may beconverted to a Eurodollar Advance, and no Eurodollar Advance may be continued,if a Default or Event of Default has occurred and is continuing either (i) atthe time the Borrower shall notify the Administrative Agent of its election toconvert or continue or (ii) on the requested Conversion/Continuation Date. In such event, such ABR Advance shall be automatically continued as an ABRAdvance, or such Eurodollar Advance shall be automatically converted to an ABRAdvance on the last day of the Eurodollar Interest Period applicable to suchEurodollar Advance.  If an Event of Default shall have occurred and becontinuing, the Administrative Agent shall, at the request of the RequiredLenders, notify the Borrower (by telephone or otherwise) that all, or suchlesser amount as the Required Lenders shall designate, of the outstandingEurodollar Advances shall be automatically converted to ABR Advances, in whichevent such Eurodollar Advances shall be automatically converted to ABR Advanceson the date such notice is given.

           (c)             NoEurodollar Interest Period selected in respect of the conversion or continuationof any Eurodollar Advance shall end after the Maturity Date.  

           (d)            Eachconversion or continuation shall be effected by each Lender by applying theproceeds of its new ABR Advance or Eurodollar Advance, as the case may be, toits Advances (or portion thereof) being converted (it being understood that suchconversion shall not constitute a borrowing for purposes of Articles 4, 5 or 6). 

           (e)            Without in any way limiting the obligation of the Borrower to confirm in writingany telephonic notice of borrowing given to the Administrative Agent, theAdministrative Agent may act without liability upon the basis of telephonicnotice of such borrowing believed by the Administrative Agent in good faith tobe from an authorized officer of the Borrower prior to receipt of writtenconfirmation.  In each such case, the Administrative Agent's records withregard to any such telephone notice shall be presumptively correct, absentmanifest error.

   Section 2.8 Letters of Credit

           (a)            General. Subject to the terms and conditions set forth herein, theBorrower may request the issuance of New Letters of Credit denominated inDollars for its own account, in a form reasonably acceptable to theAdministrative Agent and the Issuing Bank, at any time and from time to timeduring the Commitment Period.  In the event of any inconsistency betweenthe terms and conditions of this Agreement and the terms and conditions of anyform of letter of credit application or other agreement submitted by theBorrower to, or entered into by the Borrower with, the Issuing Bank relating toany Letter of Credit, the terms and conditions of this Agreement shall control.  

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           (b)           Notice of Issuance; Amendment; Renewal; Extension; Certain Conditions. Torequest the issuance of a New Letter of Credit (or the amendment, renewal orextension of an outstanding Letter of Credit), the Borrower shall hand deliveror facsimile (or transmit by electronic communication, if arrangements for doingso have been approved by the Issuing Bank) to the Issuing Bank and theAdministrative Agent (not later than three Business Days before the requesteddate of issuance, amendment, renewal or extension) a notice requesting theissuance of a New Letter of Credit, or identifying the Letter of Credit to beamended, renewed or extended, and specifying the date of issuance, amendment,renewal or extension (which shall be a Business Day), the date on which suchLetter of Credit is to expire (which shall comply with paragraph (c) of thisSection), the amount of such Letter of Credit, the name and address of thebeneficiary thereof and such other information as shall be necessary to prepare,amend, renew or extend such Letter of Credit, provided that no suchnotice shall be required in connection with the automatic extension of anEvergreen Letter of Credit.  If requested by the Issuing Bank, the Borroweralso shall submit a letter of credit application on the Issuing Bank's standardform in connection with any request for a Letter of Credit.  A Letter ofCredit shall be issued, amended, renewed or extended only if (and, uponissuance, amendment, renewal or extension of each Letter of Credit, the Borrowershall be deemed to represent and warrant that), after giving effect to suchissuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed$25,000,000 and (ii) the sum of the total Credit Exposures of all Lenders shallnot exceed the Aggregate Commitments.

           (c)            Expiration Date. Each Letter of Credit shall expire at or prior to theclose of business on the earlier of (i) the date that is one year after the dateof the issuance of such Letter of Credit (or, in the case of any renewal orextension thereof, one year after such renewal or extension) and (ii) the datethat is ten Business Days prior to the Commitment Termination Date, providedthat any Letter of Credit may provide for the renewal thereof for any period solong as such period ends  (x) ten Business Days prior to the CommitmentTermination Date or  (y) if the Borrower shall have deposited cash collateralwith the Administrative Agent as required by Section 2.8(i), ten Business Daysprior to the date that is one year after the date of the issuance of such Letterof Credit (or, in the case of any renewal or extension thereof, one year aftersuch renewal or extension).

           (d)           Participations. By the issuance of a New Letter of Credit (or anamendment to a New Letter of Credit increasing the amount thereof) or, in thecase of an Existing Letter of Credit, the execution and delivery of thisAgreement, and without any further action on the part of the Issuing Bank or theLenders, the Issuing Bank hereby grants to each Lender, and each such Lenderhereby acquires from the Issuing Bank, a participation in each Letter of Creditequal to such Lender's Commitment Percentage of the aggregate amount availableto be drawn under such Letter of Credit.  In consideration and infurtherance of the foregoing, each such Lender hereby absolutely andunconditionally agrees to pay to the Administrative Agent, for the account ofthe Issuing Bank, such Lender's Commitment Percentage of each LC Disbursementmade by the Issuing Bank and not reimbursed by the Borrower on the date due asprovided in paragraph (e) of this Section, or of any reimbursement paymentrequired to be refunded to the Borrower for any reason.  Each Lenderacknowledges and agrees that its obligation to acquire participations pursuantto this paragraph in respect of Letters of Credit is absolute and unconditionaland shall not be affected by any circumstance whatsoever, including anyamendment, renewal or extension of any Letter of Credit or the occurrence andcontinuance of a Default or reduction or termination of the Commitments, andthat each such payment shall be made without any offset, abatement, withholdingor reduction whatsoever; provided,however, that no Lender shall be obligated to make any payment to theAdministrative Agent for any wrongful LC Disbursement made by the Issuing Bankas a result of acts or omissions constituting willful misconduct or grossnegligence on the part of the Issuing Bank. Without limiting the foregoing orany other provision of this Agreement, this Agreement (and the obligations ofeach Lender under this subsection (d)) may not be terminated prior to theexpiration or other termination of all Letters of Credit and the repayment ofall LC Disbursements or the purchase by the Lenders of their 

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participations in any unreimbursed LCDisbursements and the reimbursement of the same by the Borrower.

           (e)            Reimbursement. If the Issuing Bank shall make any LC Disbursement inrespect of a Letter of Credit, then the Issuing Bank shall either (i) notify theBorrower to reimburse the Issuing Bank therefor, in which case the Borrowershall reimburse such LC Disbursement by paying to the Administrative Agent anamount equal to such LC Disbursement and any accrued interest thereon not laterthan 2:00 p.m. on the date that such LC Disbursement is made, if the Borrowershall have received notice of such LC Disbursement prior to 11:00 a.m. on suchdate, or if such notice has not been received by the Borrower prior to such timeon such date, then not later than 2:00 p.m. on (A) the Business Day that theBorrower receives such notice, if such notice is received prior to 11:00 a.m. onthe day of receipt or (B) the Business Day immediately following the day thatthe Borrower receives such notice, if such notice is not received prior to suchtime on the day of receipt, provided that, if the LC Disbursement isequal to or greater than $1,000,000, the Borrower may, subject to the conditionsof borrowing set forth herein, request in accordance with Section 2.3 that suchpayment be financed with an ABR Advance in an equivalent amount and, to theextent so financed, the Borrower's obligation to make such payment shall bedischarged and replaced by the resulting ABR Advance or (ii) notify theAdministrative Agent that the Issuing Bank is requesting that the Lenders makeABR Advances in an amount equal to such LC Disbursement and any accrued interestthereon, in which case (A) the Administrative Agent shall notify each Lender ofthe details thereof and of the amount of such Lender's Revolving Credit Loan tobe made as part of such ABR Advances, and (B) each Lender shall, whether or notany Default shall have occurred and be continuing, any representation orwarranty shall be accurate, any condition to the making of any loan hereundershall have been fulfilled, or any other matter whatsoever, make the RevolvingCredit Loan to be made by it under this paragraph by wire transfer ofimmediately available funds to the account of the Administrative Agent mostrecently designated by it for such purpose by notice to the Lenders on (1) theBusiness Day that such Lender receives such notice, if such notice is receivedprior to 12:00 noon, on the day of receipt or (2) the Business Day immediatelyfollowing the day that such Lender receives such notice, if such notice is notreceived prior to such time on the day of receipt.  Such Revolving CreditLoans shall, for all purposes hereof, be deemed to be ABR Advances made pursuantto Section 2.3, and the Lenders obligations to make such Revolving Credit Loansshall be absolute and unconditional. The Administrative Agent will make suchRevolving Credit Loans available to the Issuing Bank by promptly crediting orotherwise transferring the amounts so received, in like funds, to the IssuingBank for the purpose of repaying in full the LC Disbursement and all accruedinterest thereon.

           (f)             Obligations Absolute. The Borrower's obligations to reimburse LCDisbursements as provided in paragraph (e) of this Section shall be absolute,unconditional and irrevocable, and shall be performed strictly in accordancewith the terms of this Agreement under any and all circumstances whatsoever andirrespective of (i) any lack of validity or enforceability of any Letter ofCredit or this Agreement, or any term or provision therein or herein, (ii) anydraft or other document presented under a Letter of Credit proving to be forged,fraudulent or invalid in any respect or any statement therein being untrue orinaccurate in any respect, (iii) payment by the Issuing Bank under a Letter ofCredit against presentation of a draft or other document that does not complywith the terms of such Letter of Credit or (iv) any other event or circumstancewhatsoever, whether or not similar to any of the foregoing, that might, but forthe provisions of this Section, constitute a legal or equitable discharge of, orprovide a right of setoff against, the Borrower's obligations hereunder. Neither any Credit Party nor any of their respective Related Parties shall haveany liability or responsibility by reason of or in connection with the issuanceor transfer of any Letter of Credit or any payment or failure to make anypayment thereunder (irrespective of any of the circumstances referred to in thepreceding sentence), or any error, omission, interruption, loss or delay intransmission or delivery of any draft, notice or other communication under orrelating to any Letter of Credit (including any document required to make adrawing thereunder), any error in interpretation of technical terms or anyconsequence arising from causes  

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beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the IssuingBank from liability to the Borrower to the extent of any direct damages (asopposed to consequential damages, claims in respect of which are hereby waivedby the Borrower to the extent permitted by applicable law) suffered by theBorrower that are caused by the Issuing Bank's failure to exercise care whendetermining whether drafts and other documents presented under a Letter ofCredit comply with the terms thereof. The parties hereto expressly agree that,in the absence of gross negligence or willful misconduct on the part of theIssuing Bank (as finally determined by a court of competent jurisdiction), theIssuing Bank shall be deemed to have exercised care in each such determination.In furtherance of the foregoing and without limiting the generality thereof, theparties agree that, with respect to documents presented which appear on theirface to be in substantial compliance with the terms of a Letter of Credit, theIssuing Bank may, in its sole discretion, either accept and make payment uponsuch documents without responsibility for further investigation, regardless ofany notice or information to the contrary, or refuse to accept and make paymentupon such documents if such documents are not in strict compliance with theterms of such Letter of Credit.

           (g)            Disbursement Procedures. The Issuing Bank shall, promptly following itsreceipt thereof, examine all documents purporting to represent a demand forpayment under a Letter of Credit. The Issuing Bank shall promptly notify theAdministrative Agent and the Borrower by telephone (confirmed by facsimile) ofsuch demand for payment and whether the Issuing Bank has made or will make an LCDisbursement thereunder; provided that any failure to give or delay ingiving such notice shall not relieve the Borrower of its obligation to reimbursethe Issuing Bank and the Lenders with respect to any such LC Disbursement.

           (h)            Interim Interest. If the Issuing Bank shall make any LC Disbursement,then, unless the Borrower shall reimburse such LC Disbursement in full on thedate such LC Disbursement is made, the unpaid amount thereof shall bearinterest, for each day from and including the date such LC Disbursement is madeto but excluding the date that the Borrower reimburses such LC Disbursement, atthe rate per annum then applicable to ABR Advances; provided that, if theBorrower fails to reimburse such LC Disbursement when due pursuant to paragraph(e) of this Section, then Section 2.9(b) shall apply. Interest accrued pursuantto this paragraph shall be for the account of the Issuing Bank, except thatinterest accrued on and after the date of payment by any Lender pursuant toparagraph (e) of this Section to reimburse the Issuing Bank shall be for theaccount of such Lender to the extent of such payment.

           (i)             Cash Collateral. In the event that   (i) an Event of Defaultshall occur and be continuing or  (ii)any Letters of Credit are outstanding onor after the tenth Business Day prior to the Commitment Termination Date (or anyLC Disbursements remain unreimbursed on or after such date), the Borrower shalldeposit with the Administrative Agent in immediately available funds on theBusiness Day on which it receives notice from the Administrative Agent orRequired Lenders demanding the deposit of cash collateral in the case of clause(i), or on or before the tenth Business Day prior to the Commitment TerminationDate in the case of clause (ii), an amount equal to the Required Deposit Amount,which amount shall be held by the Administrative Agent as cash collateralpursuant to a cash collateral agreement in form and substance satisfactory tothe Administrative Agent and the Issuing Bank to secure the Borrower'sreimbursement obligations with respect to LC Disbursements. Notwithstanding the foregoing, the obligation to deposit such cash collateralshall become effective immediately, and such deposit shall become immediatelydue and payable, without demand or other notice of any kind, upon the occurrenceof any Event of Default with respect to the Borrower described in clause (h) or(i) of Article 9. The Administrative Agent shall have exclusive dominion andcontrol, including the exclusive right of withdrawal, over such account. Suchdeposit shall not bear interest, nor shall the Administrative Agent be under anyobligation whatsoever to invest the same, provided, however, that,at the request of the Borrower, such deposit shall be invested by theAdministrative Agent in direct short term obligations of, or short termobligations the principal of and interest on which are unconditionallyguaranteed by, the  

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United States, in each case maturing nolater than the expiry date of the Letter of Credit giving rise to the relevantLC Exposure.  Interest or profits, if any, on such investments shallaccumulate in such account.  Moneys in such account shall be applied by theAdministrative Agent to reimburse the Issuing Bank for LC Disbursements forwhich it has not been reimbursed and, to the extent not so applied, shall beheld for the satisfaction of the reimbursement obligations of the Borrower forthe LC Exposure at such time or, if the maturity of the Loans has beenaccelerated (but subject to the consent of Required Lenders), be applied tosatisfy other obligations of the Borrower under this Agreement. If the Borroweris required to provide cash collateral hereunder as a result of clause (i) ofthe first sentence of this subsection, the amount thereof (to the extent notapplied as aforesaid) shall be returned to the Borrower within three BusinessDays after all Events of Default have been cured or waived.  If theBorrower is required to provide cash collateral hereunder as a result of clause(ii) of the first sentence of this subsection, the amount thereof (to the extentnot applied as aforesaid) shall be returned to the Borrower when the LC Exposureis zero and all Letters of Credit shall have been returned to the Issuing Bankand shall have been cancelled.

   Section 2.9  Interest Rate and Payment Dates

               (a)            Prior to Maturity. Except as otherwise provided in Section 2.9(b), priorto maturity, the Loans shall bear interest on the outstanding principal balancethereof at the applicable interest rate or rates per annum set forth below:

**           ** ADVANCES

RATE

Each ABR Advance

Alternate Base Rate. 

**              **Each Eurodollar Advance

Eurodollar Rate for the applicable Eurodollar Interest Period   plus the Applicable Margin. ** **

**              **Each Competitive Bid Loan

Bid Rate applicable thereto for the  applicable Competitive Interest Period.

**       **     (b)           Late Charges. If all or any portion of the principal balance of orinterest payable on any of the Loans, any reimbursement obligation in respect ofany LC Disbursement or any other amount payable under the Loan Documents shallnot be paid when due (whether at the stated maturity thereof, by acceleration orotherwise), such overdue balance or amount shall bear interest at a rate perannum (whether before or after the entry of a judgment thereon) equal to (i) inthe case of the principal balance of any Loan, 2% plus the rate whichwould otherwise be applicable pursuant to Section 2.9(a), or (ii) in the case ofany other amount, 2% plus the Alternate Base Rate, in each case from thedate of such nonpayment to, but not including, the date such balance or suchamount, as the case may be, is paid in full.  All such interest shall bepayable on demand.

            (c)            In General. Interest on (i) ABR Advances to the extent based on the BNYRate shall be calculated on the basis of a 365 or 366 day year (as the case maybe) and (ii) ABR Advances to the extent based on the Federal Funds Rate, onEurodollar Advances and on Competitive Bid Loans shall be calculated on thebasis of a 360 day year, in each case, for the actual number of days elapsed,including the first day but excluding the last.  Except as otherwiseprovided in Section 2.9(b), interest shall be payable in arrears on eachInterest Payment Date and upon each payment (including prepayment) of the Loans(on the amount paid (or prepaid)).  Any change in the interest rate on theLoans resulting from a change in the Alternate Base Rate shall become effectiveas of the opening of business on the day on which such change shall becomeeffective.  The Administrative Agent shall, as soon as practicable, notifythe Borrower and the Lenders of the effective date and the amount of each suchchange in the BNY Rate, but any failure to so notify shall not in any manneraffect the obligation of the Borrower to pay interest on  

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the Loans in the amounts and on the datesrequired.  Each determination of the Alternate Base Rate or a EurodollarRate by the Administrative Agent pursuant to this Agreement shall be conclusiveand binding on all parties hereto absent manifest error.  At no time shallthe interest rate payable on the Loans, together with the Facility Fee, theTerm‐Out Fee, the LC Fee and all other amounts payable under the Loan Documents,to the extent the same are construed to constitute interest, exceed the HighestLawful Rate.  If any amount paid hereunder would exceed the maximum amountof interest permitted by the Highest Lawful Rate, then such amount shallautomatically be reduced to such maximum permitted amount, and interest for anysubsequent period, to the extent less than the maximum amount permitted for suchperiod by the Highest Lawful Rate, shall be increased by the unpaid amount ofsuch reduction.  Any interest actually received for any period in excess ofsuch maximum allowable amount for such period shall be deemed to have beenapplied as a prepayment of the Loans.  The Borrower acknowledges that tothe extent interest payable on ABR Advances is based on the BNY Rate, such rateis only one of the bases for computing interest on loans made by the Lenders,and by basing interest payable on ABR Advances on the BNY Rate, the Lenders havenot committed to charge, and the Borrower has not in any way bargained for,interest based on a lower or the lowest rate at which the Lenders may now or inthe future make loans to other borrowers.
**    Section 2.10   Substituted Interest Rate

           In the event that (i) the Administrative Agent shall have determined in theexercise of its reasonable discretion (which determination shall be conclusiveand binding upon the Borrower) that by reason of circumstances affecting theinterbank eurodollar market either reasonable means do not exist forascertaining the Eurodollar Rate or (ii) the Required Lenders shall havenotified the Administrative Agent that they have determined (which determinationshall be conclusive and binding on the Borrower) that the applicable EurodollarRate will not adequately and fairly reflect the cost to such Lenders ofmaintaining or funding loans bearing interest based on such Eurodollar Rate,with respect to any portion of the Revolving Credit Loans that the Borrower hasrequested be made as Eurodollar Advances or Eurodollar Advances that will resultfrom the requested conversion or continuation of any portion of the Advancesinto or as Eurodollar Advances (each an "Affected Advance"), theAdministrative Agent shall promptly notify the Borrower and the Lenders (bytelephone or otherwise, to be promptly confirmed in writing) of suchdetermination on or, to the extent practicable, prior to the requested BorrowingDate or Conversion/Continuation Date for such Affected Advances.  If theAdministrative Agent shall give such notice, (a) any Affected Advances shall bemade as ABR Advances, (b) the Advances (or any portion thereof) that were tohave been converted to or continued as Affected Advances shall be converted toor continued as ABR Advances and (c) any outstanding Affected Advances shall beconverted, on the last day of the then current Interest Period with respectthereto, to ABR Advances.  Until any notice under clause (i) or (ii), asthe case may be, of this Section has been withdrawn by the Administrative Agent(by notice to the Borrower promptly upon either (1) the Administrative Agent'shaving determined that such circumstances affecting the interbank eurodollarmarket no longer exist and that adequate and reasonable means do exist fordetermining the Eurodollar Rate pursuant to Section 2.9 or (2) theAdministrative Agent having been notified by such Required Lenders thatcircumstances no longer render the Advances (or any portion thereof) to beAffected Advances), no further Eurodollar Advances shall be required to be madeby the Lenders, nor shall the Borrower have the right to convert or continue allor any portion of the Loans to Eurodollar Advances. 

   Section 2.11  Taxes
**            (a)            Payments to be Free and Clear. Provided that all documentation, if any,then required to be delivered by any Lender or the Administrative Agent pursuantto Section 2.11(c) has been delivered, all sums payable by the Borrower underthe Loan Documents shall be paid free and clear of and (except to the extentrequired by law) without any deduction or withholding on account of any Tax 

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(other than a Tax on the Overall NetIncome of any Lender (for which payment need not be free and clear, but nodeduction or withholding shall be made unless then required by applicable law))imposed, levied, collected, withheld or assessed by or within the United Statesor any political subdivision in or of the United States or any otherjurisdiction from or to which a payment is made by or on behalf of the Borroweror by any federation or organization of which the United States or any suchjurisdiction is a member at the time of payment.

           (b)           Grossing up of Payments. If the Borrower or any other Person is requiredby law to make any deduction or withholding on account of any such Tax from anysum paid or payable by the Borrower to the Administrative Agent or any Lenderunder any of the Loan Documents:

               (i)              the Borrower shall notify the Administrative Agent and such Lender of any suchrequirement or any change in any such requirement as soon as the Borrowerbecomes aware of it;

               (ii)             the Borrower shall pay any such Tax before the date on which penalties attachthereto, such payment to be made (if the liability to pay is imposed on theBorrower) for its own account or (if that liability is imposed on theAdministrative Agent or such Lender, as the case may be) on behalf of and in thename of the Administrative Agent or such Lender, as the case may be;

               (iii)            the sumpayable by the Borrower to the Administrative Agent or a Lender in respect ofwhich the relevant deduction, withholding or payment is required shall beincreased to the extent necessary to ensure that, after the making of thatdeduction, withholding or payment, the Administrative Agent or such Lender, asthe case may be, receives on the due date therefor a net sum equal to what itwould have received had no such deduction, withholding or payment been requiredor made; and

               (iv)            within 30days after paying any sum from which it is required by law to make any deductionor withholding, and within 30 days after the due date of payment of any Taxwhich it is required by clause (ii) above to pay, the Borrower shall deliver tothe Administrative Agent and the applicable Lender evidence satisfactory to theother affected parties of such deduction, withholding or payment and of theremittance thereof to the relevant Governmental Authority;

           (c)            provided that no additional amount shall be required to be paid to any Lenderunder clause (iii) above except to the extent that any change after the datehereof (in the case of each Lender listed on the signature pages hereof) orafter the date of the Assignment and Acceptance Agreement pursuant to which suchLender became a Lender (in the case of each other Lender) if any suchrequirement for a deduction, withholding or payment as is mentioned thereinshall result in an increase in the rate of such deduction, withholding orpayment from that in effect at the date of this Agreement or at the date of suchAssignment and Acceptance Agreement, as the case may be, in respect of paymentsto such Lender, and providedfurther that any Lender claiming anyadditional amounts payable pursuant to this Section 2.11 shall use reasonableefforts (consistent with its internal policy and legal and regulatoryrestrictions) to change the jurisdiction of its Applicable Lending Office ortake other appropriate action if the making of such a change or the taking ofsuch action, as the case may be, would avoid the need for, or reduce the amountof, any such additional amounts that may thereafter accrue and would not, in thereasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

           (d)           Tax Certificates.  Each Foreign Lender shall deliver to the Borrower(with a copy to the Administrative Agent), on or prior to the Closing Date (inthe case of each Foreign Lender listed on the signature pages hereof) or on theeffective date of the Assignment and Acceptance Agreement pursuant to which itbecomes a Lender (in the case of each other Foreign Lender), and at such othertimes 

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as may be necessary in the determinationof the Borrower or the Administrative Agent (each in the reasonable exercise ofits discretion), including upon the occurrence of any event requiring a changein the most recent counterpart of any form set forth below previously deliveredby such Foreign Lender to the Borrower, such certificates, documents or otherevidence, properly completed and duly executed by such Foreign Lender (i) twoaccurate and complete original signed copies of Internal Revenue Service FormW8‐BEN or Form W8‐ECI, or successor applicable form and (ii) an Internal RevenueService Form W‐8 or W‐9 (or any other certificate or statement of exemptionrequired by Treasury Regulations Section 1.1441 4(a) or Section 1.1441 6(c) orany successor thereto) to establish that such Foreign Lender is not subject todeduction or withholding of United States federal income tax under Section 1441or 1442 of the Code or otherwise (or under any comparable provisions of anysuccessor statute) with respect to any payments to such Foreign Lender ofprincipal, interest, fees or other amounts payable under any of the LoanDocuments.  The Borrower shall not be required to pay any additional amountto any such Foreign Lender under Section 2.11(b)(iii) if such Foreign Lendershall have failed to satisfy the requirements of the immediately precedingsentence; provided that if such Foreign Lender shall have satisfied suchrequirements on the Closing Date (in the case of each Foreign Lender listed onthe signature pages hereof) or on the effective date of the Assignment andAcceptance Agreement pursuant to which it becomes a Lender (in the case of eachother Foreign Lender), nothing in this Section shall relieve the Borrower of itsobligation to pay any additional amounts pursuant to Section 2.11(b)(iii) in theevent that, as a result of any change in applicable law, such Foreign Lender isno longer properly entitled to deliver certificates, documents or other evidenceat a subsequent date establishing the fact that such Foreign Lender is notsubject to withholding as described in the immediately preceding sentence.

   Section 2.12  Increased Costs; Illegality

           (a)             Ifany Change in Law shall:

               (i)              impose, modify or deem applicable any reserve, special deposit or similarrequirement against assets of, deposits with or for the account of, or creditextended by, any Credit Party (except any such reserve requirement reflected inthe Eurodollar Rate); or

               (ii)             impose on any Credit Party or the London interbank market any other conditionaffecting this Agreement, any Eurodollar Loans made by such Credit Party or anyparticipation therein or any Letter of Credit or participation therein. 

and the result of any of the foregoingshall be to increase the cost to such Credit Party of making or maintaining anyEurodollar Loan or the cost to such Credit Party of issuing, participating in ormaintaining any Letter of Credit hereunder or to increase the cost to suchCredit Party or to reduce the amount of any sum received or receivable by suchCredit Party hereunder (whether of principal, interest or otherwise), then theBorrower will pay to such Credit Party such additional amount or amounts as willcompensate such Credit Party for such additional costs incurred or reductionsuffered.

           (b)            If anyCredit Party determines that any Change in Law regarding capital requirementshas or would have the effect of reducing the rate of return on such CreditParty's capital or on the capital of such Credit Party's holding company, ifany, as a consequence of this Agreement or the Loans made, the Letters of Creditissued or the participations therein held, by such Credit Party to a level belowthat which such Credit Party or such Credit Party's holding company could haveachieved but for such Change in Law (taking into consideration such CreditParty's policies and the policies of such Credit Party's holding company withrespect to capital adequacy), then from time to time the Borrower will pay tosuch Credit Party such additional amount or amounts as will compensate suchCredit Party or such Credit Party's holding company for any such reductionsuffered; provided, however, that such Credit 

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Party or such Credit Party's holdingcompany agrees to use reasonable efforts (consistent with its internal policyand legal and regulatory restrictions) to mitigate the consequences of any suchChange in Law.

           (c)             Acertificate of a Credit Party setting forth the amount or amounts necessary tocompensate such Credit Party or its holding company, as applicable, as specifiedin paragraph (a) or (b) of this Section shall be delivered to the Borrower andshall be conclusive absent manifest error. The Borrower shall pay such CreditParty the amount shown as due on any such certificate within 10 days afterreceipt thereof. 

Failure or delay on the part of any CreditParty to demand compensation pursuant to this Section shall not constitute awaiver of such Credit Party's right to demand such compensation; providedthat no Lender shall be entitled to demand such compensation more than 90 daysfollowing the last day of the Interest Period in respect of which such demand ismade; providedfurther, however, that the foregoing provisoshall in no way limit the right of any Lender to demand or receive suchcompensation to the extent that such compensation relates to the retroactiveapplication of any law, regulation, treaty or directive described above if suchdemand is made within 90 days after the implementation of such retroactive law,interpretation, treaty or directive. A statement setting forth the calculationsof any additional amounts payable pursuant to the foregoing submitted by aLender to the Borrower shall be conclusive absent manifest error. 

           (d)           Notwithstanding any other provision of this Agreement, if, after the AgreementDate, any Change in Law shall make it unlawful for any Lender to make ormaintain any Eurodollar Loan or to give effect to its obligations ascontemplated hereby with respect to any Eurodollar Loan, then, by written noticeto the Borrower and to the Administrative Agent:

               (i)              such Lender may declare that Eurodollar Advances will not thereafter (for theduration of such unlawfulness) be made by such Lender hereunder (or be continuedfor additional Interest Periods) and ABR Advances will not thereafter (for suchduration) be converted into Eurodollar Advances, whereupon any request for aEurodollar Advance or to convert an ABR Advance to a Eurodollar Advance or tocontinue a Eurodollar Advance, as applicable, for an additional Interest Periodshall, as to such Lender only, be deemed a request for an ABR Advance (or arequest to continue an ABR Advance as such for an additional Interest Period orto convert a Eurodollar Advance into an ABR Advance, as applicable), unless suchdeclaration shall be subsequently withdrawn; and

               (ii)             such Lender may require that all outstanding Eurodollar Advances made by it beconverted to ABR Advances, in which event all such Eurodollar Advances shall beautomatically converted to ABR Advances, as of the effective date of such noticeas provided in the last sentence of this paragraph; 

provided, that such Lender agreesto use reasonable efforts (consistent with its internal policy and legal andregulatory restrictions) to designate a different Eurodollar Lending Office ortake other appropriate action if the making of such designation or the taking ofsuch action, as the case may be, would allow such Lender or its EurodollarLending Office to continue to perform its obligations to make EurodollarAdvances or to continue to fund or maintain Eurodollar Advances and would not,in the judgment of such Lender, be otherwise disadvantageous to such Lender. Inthe event any Lender shall exercise its rights under clause (i) or (ii) of thisparagraph, all payments and prepayments of principal that would otherwise havebeen applied to repay the Eurodollar Advances that would have been made by suchLender or the converted Eurodollar Loans of such Lender shall instead be appliedto repay the ABR Advances made by such Lender in lieu of, or resulting from theconversion of, such Eurodollar Advances, as applicable.  For purposes ofthis paragraph, a notice to the Borrower by any Lender shall be effective as toeach Eurodollar Advances made by such Lender, if lawful, on the last day of theInterest Period currently 

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applicable to such Eurodollar Advances; inall other cases such notice shall be effective on the date of receipt by theBorrower.

   Section 2.13  Break Funding Payments

           In the event of (a) the payment or prepayment (voluntary or otherwise) of anyprincipal of any Eurodollar Loan or Competitive Bid Loan other than on the lastday of an Interest Period applicable thereto (including as a result of an Eventof Default), (b) the conversion of any Eurodollar Loan other than on the lastday of the Interest Period applicable thereto, (c) the failure to borrow,convert, continue or prepay any Eurodollar Loan on the date specified in anynotice delivered pursuant hereto (regardless of whether such notice may berevoked under Section 2.5(c) and is revoked in accordance therewith), (d) thefailure to borrow any Competitive Loan after accepting the Competitive Bid tomake such Loan, or (e) the assignment of any Eurodollar Loan or Competitive BidLoan other than on the last day of the Interest Period or maturity dateapplicable thereto as a result of a request by any Borrower pursuant to Section2.16, then, in any such event, the Borrower shall compensate each Lender for theloss, cost and expense attributable to such event. In the case of a EurodollarLoan, such loss, cost or expense to any Lender shall be deemed to include anamount determined by such Lender to be the excess, if any, of (i) the amount ofinterest that would have accrued on the principal amount of such Loan had suchevent not occurred, at the Eurodollar Rate that would have been applicable tosuch Loan, for the period from the date of such event to the last day of thethen current Interest Period therefor (or, in the case of a failure to borrow,convert or continue, for the period that would have been the Interest Period forsuch Loan), over (ii) the amount of interest that would accrue on such principalamount for such period at the interest rate that such Lender would bid were itto bid, at the commencement of such period, for dollar deposits of a comparableamount and period from other banks in the eurodollar market.  A certificateof any Lender setting forth any amount or amounts that such Lender is entitledto receive pursuant to this Section shall be delivered to the Borrower and shallbe conclusive absent manifest error.  The Borrower shall pay such Lenderthe amount shown as due on any such certificate within ten days after receiptthereof.

   Section 2.14 Lenders' Records

           Each Lender's records regarding the amount of each Loan, each payment by theBorrower of principal and interest on the Loans and other information relatingto the Loans shall be presumptively correct absent manifest error.
**   Section 2.15  
 Extensionof Commitment Period and Maturity Date
**            (a)             Extension of Commitment Period
**               (i)              Provided that no Default or Event of Default shall exist, the Borrower mayrequest that the Commitment Period be extended for up to 364 days by givingwritten notice thereof (each an "Extension Request") to theAdministrative Agent at any time during the period which is not more than 45days nor less than 30 days prior to the then current Commitment Termination Dateand, upon receipt of each such notice, the Administrative Agent shall promptlynotify each Lender thereof.  No Lender shall be required to consent to anyExtension Request. Each Lender shall endeavor to respond to each ExtensionRequest by no later than 15 days prior to the then current CommitmentTermination Date, provided that each Lender which shall have failed so torespond by such time shall be deemed not to have consented thereto. TheAdministrative Agent shall promptly notify the Borrower as to the name of eachLender that, in accordance with this clause (i), consented to such extension. Inthe event that Lenders having Commitments greater than 50% of the AggregateCommitments shall not have consented in accordance with this clause (i) to suchextension, the then current Commitment Termination Date shall not be extendedand shall remain in full force and effect.  In the event that all Lendersshall have 

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consented in accordance with this clause (i),then on the date upon which the last such consent shall have been received bythe Administrative Agent, the then existing Commitment Termination Date shall beextended to the day which is 364 days after the then existing CommitmentTermination Date (or, if such date is not a Business Day, the Business Dayimmediately preceding such day).

               (ii)             Notwithstanding any provision in Section 2.15(a)(i) to the contrary, in theevent Lenders having Commitments greater than 50% of the Aggregate Commitmentsconsent to an extension of the Commitment Termination Date pursuant to Section2.15(a)(i) (the "Continuing Lenders"), the Borrower shall have the right, provided that no Default or Event of Default shall have occurred and becontinuing, to replace or remove each Lender that did not so consent (each a "NonExtending Lender") by giving the Administrative Agent notice no later thanfive days prior to the then current Commitment Termination Date of its intent toextend such Commitment Termination Date.  On or prior to the then currentCommitment Termination Date, the Borrower shall replace each Non ExtendingLender with either an existing Lender willing to assume such Non ExtendingLender's Commitment or with another Eligible Assignee willing to assume such NonExtending Lender's Commitment.  Each Non Extending Lender agrees, subjectto and in accordance with Section 11.6, to assign its rights and obligationsunder the Loan Documents to an Eligible Assignee selected by the Borrower uponpayment by or on behalf of such Eligible Assignee to such Non Extending Lenderof such Non Extending Lender's Commitment Percentage or other applicablepercentage of all outstanding Loans and accrued interest, fees and other sumspayable under the Loan Documents.  Effective upon such assignment suchNon‐Extending Lender shall cease to be a "Lender" for purposes of this Agreement(except with respect to its rights hereunder to be reimbursed for costs andexpenses and to indemnification with respect to, matters attributable to events,acts or conditions occurring prior to such assignment). In the event that theBorrower shall have elected to replace or remove each Non Extending Lenderpursuant to this clause (ii), then on the date, if any, upon which all of theBorrower's obligations under this clause (ii) shall have been satisfied, if any,the then existing Commitment Termination Date shall be extended to the day whichis 364 days after the then existing Commitment Termination Date (or, if suchdate is not a Business Day, the Business Day immediately preceding such day), provided,however, that if the Borrower shall not have satisfied such obligationson or prior to the then existing Commitment Termination Date, such CommitmentTermination Date shall not be extended.

           (b)           Extension of Maturity Date. Unless a Default shall have occurred and iscontinuing, effective upon the delivery by the Borrower to the AdministrativeAgent by no later than the fifth day prior to the then effective CommitmentTermination Date of an express written notice (the "Term‐Out Notice")that the Borrower intends to extend the Maturity Date to the date certain (the "RepaymentExtension Date") set forth in such Term‐Out Notice that is not later thanone year after the Commitment Termination Date with respect to Revolving CreditLoans outstanding on the Commitment Termination, the Maturity Date with respectto such Revolving Credit Loans shall be extended to such Repayment ExtensionDate, provided that on or before the Commitment Termination Date, theBorrower has paid the Term‐Out Fee as provided in Section 3.1(b).  Thedelivery by the Borrower to the Administrative Agent of a Term‐Out Notice shallconstitute a representation and warranty by the Borrower that no Default thenexists.

   Section 2.16  Substitution of Lender

           In the event that the Borrower becomes obligated to pay additional amounts toany Lender pursuant to Section 2.11, 2.12 or 2.13, or if any Lender defaults inits obligation to fund Loans hereunder on three or more occasions, the Borrowermay, within 60 days of the demand by such Lender for such additional amounts orthe relevant default by such Lender, as the case may be, and subject to and inaccordance with the provisions of Section 11.6, designate an Eligible Assignee(acceptable to the Administrative Agent and the Issuing Bank) to purchase andassume all its interests, rights and 

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obligations under the Loan Documents,without recourse to or warranty by or expense to, such Lender, for a purchaseprice equal to the outstanding principal amount of such Lender's Loans plus anyaccrued but unpaid interest thereon and accrued but unpaid Facility Fees,Term‐Out Fees and LC Fees in respect of such Lender's Commitment and any otheramounts payable to such Lender hereunder, and to assume all the obligations ofsuch Lender hereunder, and, upon such purchase, such Lender shall no longer be aparty hereto or have any rights hereunder (except those that survive fullrepayment hereunder) and shall be relieved from all obligations to the Borrowerhereunder, and the Eligible Assignee shall succeed to the rights and obligationsof such Lender hereunder.  The Borrower shall execute and deliver to suchEligible Assignee a Note.  Notwithstanding anything herein to the contrary,in the event that a Lender is replaced pursuant to this Section 2.16 as a resultof the Borrower becoming obligated to pay additional amounts to such Lenderpursuant to Section 2.11, 2.12 or 2.13, such Lender shall be entitled to receivesuch additional amounts as if it had not been so replaced. 

ARTICLE 3.    FEES;PAYMENTS

   Section 3.1  Fees

           (a)            Facility Fee. The Borrower agrees to pay to the Administrative Agent, forthe account of the Lenders in accordance with each Lender's CommitmentPercentage, during the period from and including the Closing Date through butexcluding the Maturity Date, a fee (the "Facility Fee") equal to theApplicable Facility Fee Percentage per annum of the average daily sum of theAggregate Commitments, regardless of usage, during such period. The Facility Feeshall be payable (i) quarterly in arrears on the last day of each March, June,September and December during such period, (ii) on the date of any reduction inthe Aggregate Commitments (to the extent of such reduction) and (iii) on theMaturity Date. The Facility Fee shall be calculated on the basis of a 360 dayyear for the actual number of days elapsed.

           (b)           Term‐Out Fee. In the event that the Borrower delivers a Term‐Out Noticein accordance with Section 2.15(b), as a condition to the extension of theMaturity Date as provided in such Section, the Borrower agrees to pay to theAdministrative Agent, for the account of the Lenders in accordance with eachLender's Commitment Percentage, a non‐refundable fee (the "Term‐Out Fee")equal to 0.375% of the aggregate outstanding principal balance of RevolvingCredit Loans on the Commitment Termination Date.  The Term‐Out Fee shall beearned and payable on the Commitment Termination Date.  

           (c)            LC Fee. The Borrower agrees to pay (i) to the Administrative Agent forthe account of each Lender a participation fee (the "LC Fee") withrespect to its participations in Letters of Credit, which shall accrue at a rateper annum equal to the Applicable Margin on the average daily amount of suchLender's LC Exposure (excluding any portion thereof attributable to unreimbursedLC Disbursements) during the period from and including the Closing Date to butexcluding the later of the date on which such Lender's Commitment terminates andthe date on which such Lender ceases to have any LC Exposure and (ii) to theIssuing Bank for its own account a fronting fee, which shall accrue at the rateor rates per annum separately agreed upon between the Borrower and the IssuingBank on the average daily amount of the LC Exposure (excluding any portionthereof attributable to unreimbursed LC Disbursements) during the period fromand including the Closing Date to but excluding the later of the date oftermination of the Commitments and the date on which there ceases to be any LCExposure, as well as the Issuing Bank's standard fees with respect to theissuance, amendment, renewal or extension of any Letter of Credit or processingof drawings thereunder.  Accrued participation fees and fronting fees shallbe payable in arrears on the last day of March, June, September and December ofeach year, commencing on the first such date to occur after the date hereof; provided that all such fees shall be payable on the date on which theAggregate Commitments terminate and any such fees accruing after the

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date on which the Aggregate Commitmentsterminate shall be payable on demand.  Any other fees payable to theIssuing Bank pursuant to this paragraph shall be payable within ten days afterdemand.  All participation fees and fronting fees shall be computed on thebasis of a year of 360 days and shall be payable for the actual number of dayselapsed (including the first day but excluding the last day). 

           (d)           Other Fees. The Borrower agrees to pay to each of the Credit Parties, forits own account, such fees as have been agreed to in writing by it and theBorrower.

   Section 3.2   Pro Rata Treatment and Application of Principal Payments

           (a)             TheBorrower shall make each payment required to be made by it hereunder or underany other Loan Document (whether of principal of Loans, reimbursements of LCDisbursements, interest or fees, or of amounts payable under Sections 2.11,2.12, 2.13 or 11.4 or otherwise) prior to 1:00 p.m., on the date when due, inimmediately available funds, without setoff or counterclaim. Any amountsreceived after such time on any date may, in the discretion of theAdministrative Agent, be deemed to have been received on the next succeedingBusiness Day for purposes of calculating interest thereon. All such paymentsshall be made to the Administrative Agent at its office at One Wall Street, NewYork, New York, or such other office as to which the Administrative Agent maynotify the other parties hereto, except payments to be made to the Issuing Bankas expressly provided herein and except that payments pursuant to Sections 2.11,2.12, 2.13 or 11.4 shall be made directly to the Persons entitled thereto. TheAdministrative Agent shall distribute any such payments received by it for theaccount of any other Person to the appropriate recipient promptly followingreceipt thereof. If any payment hereunder shall be due on a day that is not aBusiness Day, the date for payment shall be extended to the next succeedingBusiness Day, and, in the case of any payment accruing interest, interestthereon shall be payable for the period of such extension.  All paymentshereunder shall be made in Dollars. 

           (b)            If at anytime insufficient funds are received by and available to the AdministrativeAgent to pay fully all amounts of principal of Loans, unreimbursed LCDisbursements, interest, fees and commissions then due hereunder, such fundsshall be applied (i) first, towards payment of interest and fees then duehereunder, ratably among the parties entitled thereto in accordance with theamounts of interest, fees and commissions then due to such parties and (ii)second, towards payment of principal of Loans and unreimbursed LC Disbursementsthen due hereunder, ratably among the parties entitled thereto in accordancewith the amounts of principal of Loans and unreimbursed LC Disbursements thendue to such parties.

           (c)             Ifany Lender shall, by exercising any right of setoff or counterclaim orotherwise, obtain payment in respect of any principal of, or interest on, any ofits Loans or participations in LC Disbursements resulting in such Lenderreceiving payment of a greater proportion of the aggregate amount of its Loansand participations in LC Disbursements and accrued interest thereon than theproportion received by any other Lender, then the Lender receiving such greaterproportion shall purchase (for cash at face value) participations in the Loansand participations in LC Disbursements of other Lenders to the extent necessaryso that the benefit of all such payments shall be shared by the Lenders ratablyin accordance with the aggregate amount of principal of, and accrued intereston, their respective Loans and participations in LC Disbursements, providedthat (i) if any such participations are purchased and all or any portion of thepayment giving rise thereto is recovered, such participations shall be rescindedand the purchase price restored to the extent of such recovery, withoutinterest, and (ii) the provisions of this paragraph shall not be construed toapply to any payment made by the Borrower pursuant to and in accordance with theexpress terms of this Agreement or any payment obtained by a Lender asconsideration for the assignment of or sale of a participation in any of itsLoans or participations in LC Disbursements to any assignee or participant,other than to the Borrower or any Subsidiary or Affiliate thereof (as to whichthe provisions of this paragraph shall apply). The Borrower  

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consents to the foregoing and agrees, tothe extent it may effectively do so under applicable law, that any Lenderacquiring a participation pursuant to the foregoing arrangements may exerciseagainst the Borrower rights of setoff and counterclaim with respect to suchparticipation as fully as if such Lender were a direct creditor of the Borrowerin the amount of such participation.

           (d)            Unless theAdministrative Agent shall have received notice from the Borrower prior to thedate on which any payment is due to the Administrative Agent for the account ofthe applicable Credit Parties hereunder that the Borrower will not make suchpayment, the Administrative Agent may assume that the Borrower has made suchpayment on such date in accordance herewith and may, in reliance upon suchassumption, distribute to such Credit Parties the amount due. In such event, ifthe Borrower has not in fact made such payment, then each such Credit Partyseverally agrees to repay to the Administrative Agent forthwith on demand theamount so distributed to such Credit Party with interest thereon, for each dayfrom and including the date such amount is distributed to it to but excludingthe date of payment to the Administrative Agent, at the greater of the FederalFunds Rate and a rate determined by the Administrative Agent in accordance withbanking industry rules on interbank compensation.

           (e)             Ifany Credit Party shall fail to make any payment required to be made by itpursuant to Section 2.3(c) or 2.8(d), then the Administrative Agent may, in itsdiscretion (notwithstanding any contrary provision hereof), apply any amountsthereafter received by the Administrative Agent for the account of such CreditParty to satisfy such Credit Party's obligations under such Sections until allsuch unsatisfied obligations are fully paid.

ARTICLE 4.    REPRESENTATIONS AND WARRANTIES

In order to induce the Credit Parties toenter into this Agreement, the Lenders to make the Loans, the Issuing Bank toissue Letters of Credit and the Lenders to acquire participations therein, theBorrower makes the following representations and warranties to theAdministrative Agent and each Lender:

   Section 4.1   Subsidiaries; Capitalization

           As of the Agreement Date, the Borrower has only the Subsidiaries set forth on Schedule 4.1, which Schedule sets forth with respect to each Subsidiary, theidentity of each Person which owns Stock in such Subsidiary and the percentageof the issued and outstanding Stock owned by each such Person.  The sharesof each corporate Subsidiary are duly authorized, validly issued, fully paid andnon‐assessable and are owned free and clear of any Liens, other than Lienspermitted pursuant to Section 8.1(o).  The interest of the Borrower in eachnon‐corporate Subsidiary is owned free and clear of any Liens, other than Lienspermitted pursuant to Section 8.1(o). 

   Section 4.2  Existence and Power

           Each of the Borrower and the Subsidiaries is duly organized or formed andvalidly existing in good standing under the laws of the jurisdiction of itsincorporation or formation, has all requisite power and authority to own itsProperty and to carry on its business as now conducted, and is in good standingand authorized to do business as a foreign corporation or other applicableentity in each jurisdiction in which the nature of the business conductedtherein or the Property owned therein makes such qualification necessary, exceptwhere such failure to qualify could not, individually or in the aggregate,reasonably be expected to have a Material Adverse Effect. 

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   Section 4.3   Authority

           The Borrower has full legal power and authority to enter into, execute, deliverand perform the terms of the Loan Documents and to make the borrowingscontemplated hereby and by the Notes, and to execute, deliver and carry out theterms of the Notes and to incur the obligations provided for herein and therein,all of which have been duly authorized by all proper and necessary corporate orother applicable action and are in full compliance with its charter or by lawsor its other organization documents. 

   Section 4.4   Binding Agreement

           The Loan Documents (other than the Notes) constitute, and the Notes, when issuedand delivered pursuant hereto for value received, will constitute, the valid andlegally binding obligations of the Borrower, enforceable in accordance withtheir respective terms, except as such enforceability may be limited byapplicable bankruptcy, insolvency, reorganization or other similar lawsaffecting the enforcement of creditors' rights generally and general principlesof equity.

   Section 4.5   Litigation and Regulatory Proceedings

           (a)            Except as disclosed in Schedule 4.5, there are no actions, suits orproceedings at law or in equity or by or before any Governmental Authority(whether or not purportedly on behalf of the Borrower or any of theSubsidiaries) pending or, to the knowledge of the Borrower, threatened againstthe Borrower or any of the Subsidiaries, which (i) if adversely determined,could individually or in the aggregate reasonably be expected to have a MaterialAdverse Effect, except that the commencement by the Borrower, any of theSubsidiaries or any Governmental Authority of a rate proceeding or earningsreview before such Governmental Authority shall not constitute such a pending orthreatened action, suit or proceeding unless and until such GovernmentalAuthority has made a final determination thereunder that could reasonably beexpected to have a Material Adverse Effect, (ii) call into question the validityor enforceability of any of the Loan Documents, or (iii) could reasonably beexpected to result in the rescission, termination or cancellation of anymaterial franchise, right, license, permit or similar authorization held by theBorrower or any of the Subsidiaries. 

           (b)            Since theAgreement Date, there has been no change in the status of the matters disclosedon Schedule 4.5 that, individually or in the aggregate, has resulted in,or materially increased the likelihood of, a Material Adverse Effect. 

   Section 4.6    Required Consents

           Except for information filings required to be made in the ordinary course ofbusinss which are not a condition to the Borrower's performance under the LoanDocuments, no consent, authorization or approval of, filing with, notice to, orexemption by, equityholders, any Governmental Authority or any other Person isrequired to authorize, or is required in connection with the execution, deliveryand performance of the Loan Documents or is required as a condition to thevalidity or enforceability of the Loan Documents, except such as have beenobtained or made and are in full force and effect and not subject to any appealsperiod (including the FERC Order).  As of the Closing Date, the FERC Orderthen in effect expires August 11, 2004.

   Section 4.7  No Conflicting Agreements, Compliance with Laws

            (a)            Neither the Borrower nor any of the Subsidiaries is in default (i) under anymortgage, indenture, contract or agreement to which it is a party or by which itor any of its Property is 

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bound or (ii) except as disclosed on Schedule 4.5, with respect to any judgment, order, writ, injunction, decreeor decision of any Governmental Authority, the effect of which default couldreasonably be expected to have a Material Adverse Effect.  The execution,delivery or carrying out of the terms of the Loan Documents will not constitutea default under, or require the mandatory repayment of, or result in thecreation or imposition of, or obligation to create, any Lien upon any Propertyof the Borrower or any of the Subsidiaries pursuant to the terms of, any suchmortgage, indenture, contract or agreement. 

           (b)            Each ofthe Borrower and the Subsidiaries (i) except as disclosed on Schedule 4.5,is complying in all material respects with all statutes, regulations, rules andorders applicable to the Borrower or such Subsidiary of all GovernmentalAuthorities, including Environmental Laws and ERISA, a violation of which couldindividually or in the aggregate reasonably be expected to have a MaterialAdverse Effect and (ii) has filed or caused to be filed all tax returns requiredto be filed and has paid, or has made adequate provision for the payment of, alltaxes shown to be due and payable on said returns or in any assessments madeagainst it (other than those being contested as permitted under Section 7.4)which would be material to the Borrower or any of the Subsidiaries, and no taxLiens have been filed with respect thereto.

Section 4.8   Governmental Regulations

Neither the Borrowernor any of the Subsidiaries is (i) an "investment company" or a company"controlled" by an "investment company" as defined in, or is otherwise subjectto regulation under, the Investment Company Act of 1940, as amended, or (ii) a"holding company", or an "affiliate" or "subsidiary company" of a "holdingcompany", as those terms are defined in the Public Utility Holding Company Actof 1935, as amended, in each case which is subject to registration thereunder. 

Section 4.9   Federal Reserve Regulations; Use of Loan Proceeds

Neither the Borrowernor any of the Subsidiaries is engaged principally, or as one of its importantactivities, in the business of extending credit for the purpose of purchasing orcarrying any Margin Stock.  No part of the proceeds of the Loans will beused, directly or indirectly,   for a purpose which violates any law,rule or regulation of any Governmental Authority, including the provisions ofRegulations T, U or X of the Board of Governors of the Federal Reserve System,as amended,   (ii)to purchase or carry Margin Stock or to extendcredit to others for the purpose of purchasing or carrying Margin Stock or  (iii) to fund a personal loan to or for the benefit of a director or executiveofficer of a Borrower or any Subsidiary.

Section 4.10  Plans

No ERISA Event hasoccurred or is reasonably expected to occur that, when taken together with allother such ERISA Events for which liability is reasonably expected to occur,could reasonably be expected to result in a Material Adverse Effect. The presentvalue of all accumulated benefit obligations under each Plan (based on theassumptions used for purposes of Statement of Financial Accounting Standards No.87) did not, as of the date of the most recent audited financial statementsreflecting such amounts, exceed by more than $10,000,000 the fair market valueof the assets of such Plan, and the present value of all accumulated benefitobligations of all underfunded Plans (based on the assumptions used for purposesof Statement of Financial Accounting Standards No. 87) did not, as of the dateof the most recent audited financial statements reflecting such amounts, exceedby more than $10,000,000 the fair market value of the assets of all suchunderfunded Plans.  

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**    Section 4.11   Financial Statements
**           The Borrower has heretoforedelivered to the Credit Parties copies of its Form 10‐K for the fiscal yearended December 31, 2003, containing the audited consolidated balance sheet ofthe Borrower and the Subsidiaries and the related consolidated statements ofincome, stockholder's equity and cash flows for the fiscal years ending December31, 2003, December 31, 2002 and December 31, 2001 (with the applicable relatednotes and schedules, the "Financial Statements").  The FinancialStatements have been prepared in accordance with GAAP and fairly present theconsolidated financial condition and results of the operations of the Borroweras of the dates and for the periods indicated therein.  Since December 31,2003, each of the Borrower and the Subsidiaries has conducted its business onlyin the ordinary course and there has been no Material Adverse Change.

   Section 4.12 Property

           Each of the Borrower and the Subsidiaries has good and marketable title to allof its Property, title to which is material to the Borrower or such Subsidiary,as the case may be, subject to no Liens, except Permitted Liens.

   Section 4.13  Environmental Matters

           (a)             Tothe best knowledge of the Borrower, the Borrower and each of the Subsidiaries isin compliance in all material respects with the requirements of all applicableEnvironmental Laws.

           (b)            To thebest knowledge of the Borrower, except as described in Schedule 4.13, (i)no Hazardous Substances have been generated or manufactured on, transported toor from, treated at, stored at or discharged from any Real Property in violationof any Environmental Laws, (ii) no Hazardous Substances have been dischargedinto subsurface waters under any Real Property in violation of any EnvironmentalLaws, (iii) no Hazardous Substances have been discharged from any Real Propertyon or into Property or waters (including subsurface waters) adjacent to any RealProperty in violation of any Environmental Laws, and (iv) there are not now, norever have been, on any Real Property any underground or above ground storagetanks of the Borrower or any of the Subsidiaries regulated under anyEnvironmental Laws, which, as to any of the foregoing actions, events orconditions, individually or collectively, could reasonably be expected to have aMaterial Adverse Effect.

           (c)            Except as described in Schedule 4.13, neither the Borrower nor any of theSubsidiaries (i) has received notice directly or otherwise learned indirectly(through a Corporate Officer) of any claim, demand, suit, action, proceeding,event, condition, report, directive, Lien, violation, non compliance orinvestigation indicating or concerning any potential or actual materialliability (including potential liability for enforcement, investigatory costs,cleanup costs, government response costs, removal costs, remediation costs,natural resources damages, Property damages, personal injuries or penalties)arising in connection with: (A) any material non compliance with or violation ofthe requirements of any applicable Environmental Laws or (B) the presence of anyHazardous Substance on any Real Property (or any Real Property previously ownedby the Borrower or any of the Subsidiaries) or the release or threatened releaseof any Hazardous Substance into the environment which individually orcollectively could reasonably be expected to have a Material Adverse Effect or(ii) has any overtly threatened or actual material liability in connection withthe presence of any Hazardous Substance on any Real Property (or any RealProperty previously owned by the Borrower or any of the Subsidiaries) or therelease or threatened release of any Hazardous Substance into the environment.

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**           (d)            Since theAgreement Date, there has been no change in the status of the matters disclosedon Schedule 4.13 that, individually or in the aggregate, has resulted in,or materially increased the likelihood of, a Material Adverse Effect.

ARTICLE 5.    CONDITIONS TOEFFECTIVENESS

The obligations of the Lenders to makeLoans and of the Issuing Bank to issue Letters of Credit hereunder shall notbecome effective until the date on which each of the following conditions issatisfied (or waived in accordance with Section 11.1):

   Section 5.1          Evidence of Action

           The Administrative Agent shall have received a certificate, dated the ClosingDate, of the Secretary or Assistant Secretary of the Borrower (i) attaching atrue and complete copy of the resolutions of its Board of Directors and of alldocuments evidencing other necessary corporate action (in form and substancesatisfactory to the Administrative Agent) taken by it to authorize the LoanDocuments and the transactions contemplated thereby, (ii) attaching a true andcomplete copy of its charter and by laws, (iii) setting forth the incumbency ofits officer or officers who may sign the Loan Documents, including therein asignature specimen of such officer or officers, and (iv) attaching a certificateof good standing of the Secretary of State of the jurisdiction of itsincorporation and each other jurisdiction in which the failure to be in goodstanding could reasonably be expected to have a Material Adverse Effect.

   Section 5.2          This Agreement

           The Administrative Agent (or its counsel) shall have received, in respect ofeach Person listed on the signature pages of this Agreement, either (i) acounterpart signature page hereof signed on behalf of such Person or (ii)written evidence satisfactory to the Administrative Agent (which may include afacsimile transmission of a signed signature page of this Agreement) that acounterpart signature page hereof has been signed on behalf of such Person.

   Section 5.3          Notes

           The Administrative Agent (or its counsel) shall have received a Note for eachLender, dated the Closing Date, duly executed by a duly authorized officer ofthe Borrower.

   Section 5.4          Approvals

           The Administrative Agent shall have received a certificate of a duly authorizedofficer of the Borrower, in form and substance satisfactory to theAdministrative Agent, certifying that all approvals and consents of all Personsrequired to be obtained in connection with the consummation of the transactionscontemplated by the Loan Documents have been duly obtained and are in full forceand effect and that all required notices have been given and all requiredwaiting periods have expired, attaching thereto true and complete copies of allsuch required governmental and regulatory authorizations and approvals,including approval of the FERC.

   Section 5.5          Certain Agreements

           The Administrative Agent shall have received a certificate of a duly authorizedofficer of the Borrower, in form and substance satisfactory to theAdministrative Agent, (i) certifying that there have been no amendments or othermodifications to either the CLECO Mortgage or the Employee Stock Ownership Plansince May 7, 2003, or, if so, setting forth the same, in which case any suchamendment or 

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modification shall be in form andsubstance satisfactory to the Administrative Agent, and (ii) attaching a true,complete and correct copy of each of (x) the Inter‐Affiliate Policies Agreement,which shall be in form and substance satisfactory to the Administrative Agentand (y) Sections 1.04 and 5.05 of the CLECO Mortgage together with copies of anydefined terms used therein.

   Section 5.6          Opinion of Counsel to the Borrower

           The Administrative Agent shall have received an opinion of Phelps Dunbar, L.L.P.,counsel to the Borrower, addressed to the Credit Parties and dated the ClosingDate, substantially in the form of Exhibit K, and covering suchadditional matters as the Required Lenders may reasonably request.  It isunderstood that such opinion is being delivered to the Credit Parties upon thedirection of the Borrower and that the Credit Parties may and will rely uponsuch opinion.

   Section 5.7           Terminating Indebtedness

           The Terminating Indebtedness shall have been fully repaid and all agreements andother documents with respect thereto shall have been canceled or terminated, andthe Administrative Agent shall have received reasonably satisfactory evidencethereof or arrangements satisfactory to the Administrative Agent shall have beenmade by the Borrower and the Subsidiaries to accomplish the foregoingconcurrently with the first Loans made hereunder.

   Section 5.8          Compliance; Officer's Certificate

           The Administrative Agent shall have received a certificate, dated the ClosingDate and signed by the chief executive officer or the chief financial officer ofthe Borrower, confirming compliance with the conditions set forth in Section6.1.

   Section 5.9          Fees and Expenses

           All fees payable to the Credit Parties on the Closing Date, and the reasonablefees and expenses of counsel to the Administrative Agent incurred and recordedto date in connection with the preparation, negotiation and closing of the LoanDocuments, shall have been paid.

ARTICLE 6.    CONDITIONS OFLENDING ‐ ALL LOANS

The obligation of each Lender to make anyLoan (which shall not include a continuation or conversion of a Loan pursuant toand in accordance with Section 2.7) and of the Issuing Bank to issue, amend,renew or extend a Letter of Credit, is subject to the satisfaction of thefollowing conditions:

   Section 6.1          Compliance

           On each Borrowing Date and after giving effect to the Loans to be made thereonor the Letters of Credit to be issued, amended, renewed or extended, asapplicable, thereon, (i) there shall exist no Default or Event of Default, (ii)the representations and warranties contained in the Loan Documents shall be trueand correct with the same effect as though such representations and warrantieshad been made on such Borrowing Date, except to the extent such representationsand warranties specifically relate to an earlier date, in which case suchrepresentations and warranties shall have been true and correct on and as ofsuch earlier date, and (iii) since December 31, 2003, there has been no MaterialAdverse Change.  Each request by the Borrower for a Loan or for theissuance, amendment, renewal or extension of a Letter of Credit shall constitutea certification by the Borrower as of such Borrowing Date that each of theforegoing matters is true and correct in all respects.

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**    Section 6.2           Credit Request; Competitive Bid Request

           In the case of the borrowing of Revolving Credit Loans or the issuance,amendment, renewal or extension, as applicable, of a Letter of Credit, theAdministrative Agent shall have received a Credit Request, or in the case of aborrowing of a Competitive Bid Loan, the Administrative Agent shall havereceived a Competitive Bid Request and such other documents required to beprovided by the Borrower pursuant to Section 2.4, in each case duly executed bya duly authorized officer of the Borrower.

   Section 6.3           Law

           Such Loan shall not be prohibited by any applicable law, rule or regulation.

   Section 6.4          Other Documents

           The Administrative Agent shall have received such other documents as theAdministrative Agent or the Lenders shall reasonably request.

ARTICLE 7.    AFFIRMATIVE COVENANTS

Until the Commitments have expired or beenterminated and the principal of and interest on each Loan and all fees and otheramounts payable under the Loan Documents shall have been paid in full and allLetters of Credit have expired and all LC Disbursements have been reimbursed,the Borrower covenants and agrees with the Credit Parties that:

   Section 7.1          Financial Statements

           The Borrower shall maintain a standard system of accounting in accordance withGAAP, and furnish or cause to be furnished to the Administrative Agent and eachLender:

            (a)            As soon as available, but in any event within 120 days after the end of eachfiscal year, (i) a copy of the Borrower's Annual Report on Form 10‐K in respectof such fiscal year required to be filed by the Borrower with the SEC, togetherwith the financial statements attached thereto, and (ii) the Borrower's auditedconsolidated balance sheet and related consolidated statements of income,stockholder's equity and cash flows as of the end of and for such fiscal year,setting forth in each case in comparative form the figures for the previousfiscal year, all reported on by the Accountants (without a "going concern" orlike qualification or exception and without any qualification or exception as tothe scope of such audit) to the effect that such consolidated financialstatements present fairly in all material respects the financial conditions andresults of operations of the Borrower and the Subsidiaries on a consolidatedbasis in accordance with GAAP consistently applied during such fiscal year;

           (b)            As soon asavailable, but in any event within 60 days after the end of each of the firstthree fiscal quarters, (i) a copy of the Borrower's Quarterly Report on Form10‐Q in respect of such fiscal quarter required to be filed by the Borrower withthe SEC, together with the financial statements attached thereto, and (ii) theBorrower's unaudited consolidated balance sheet and related consolidatedstatements of income, stockholder's equity and cash flows as of the end of andfor such fiscal quarter and the then elapsed portion of the fiscal year, settingforth in each case in comparative form the figures for the corresponding periodor periods of (or, in the case of the balance sheet, as of the end of) theprevious fiscal year, all certified by a duly authorized financial officer ofthe Borrower as presenting fairly in all material respects the financialconditions and results of operations of the Borrower on a consolidated 

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basis in accordance with GAAP consistentlyapplied, subject to normal year end audit adjustments and the absence offootnotes;

           (c)            Within 60 days after the end of each of the first three fiscal quarters (120days after the end of the last fiscal quarter), a Compliance Certificate, signedby the chief financial officer of the Borrower (or such other officer as shallbe acceptable to the Administrative Agent) as to the Borrower's compliance, asof such fiscal quarter ending date, with Section 7.11, and as to the occurrenceor continuance of no Default or Event of Default as of such fiscal quarterending date and the date of such certificate; and

           (d)            Such otherinformation as the Administrative Agent or any Lender may reasonably requestfrom time to time.

   Section 7.2           Certificates; Other Information

The Borrower shall furnish or cause to befurnished to the Administrative Agent and each Lender:
**           (a)            Prompt written notice if: (i) there shall occur and be continuing a Default oran Event of Default or (ii) a Material Adverse Change shall have occurred;

           (b)            Promptwritten notice of: (i) any material citation, summons, subpoena, order to showcause or other document naming the Borrower or any of the Subsidiaries a partyto any proceeding before any Governmental Authority, and include with suchnotice a copy of such citation, summons, subpoena, order to show cause or otherdocument, or (ii) any lapse or other termination of, or refusal to renew orextend, any material Intellectual Property, license, permit, franchise or otherauthorization issued to the Borrower or any of the Subsidiaries by any Person orGovernmental Authority, provided that any of the foregoing set forth in thissubsection (b) could, individually or in the aggregate, reasonably be expectedto have a Material Adverse Effect or call into question the validity orenforceability of any of the Loan Documents; 

           (c)            Promptly upon becoming available, copies of all (i) regular, periodic or specialreports, schedules and other material which the Borrower or any of theSubsidiaries may be required to file with or deliver to any securities exchangeor the SEC, or any other Governmental Authority succeeding to the functionsthereof, (ii) material news releases and annual reports relating to the Borroweror any of the Subsidiaries, and (iii) upon the written request of theAdministrative Agent, reports that the Borrower or any of the Subsidiaries sendsto or files with FERC, the LPSC or any similar state or local GovernmentalAuthority;

           (d)            Promptwritten notice of any order, notice, claim or proceeding received by, or broughtagainst, the Borrower or any of the Subsidiaries, or with respect to any of theReal Property, under any Environmental Law, that could reasonably be expected tohave a Material Adverse Effect; 

           (e)            Prompt written notice of any change by either Moody's or S&P in the Senior DebtRating; and

           (f)             Such other information as the Administrative Agent or any Lender shallreasonably request from time to time.

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   Section 7.3           Legal Existence

           Except as permitted under Section 8.2, the Borrower shall maintain its legalexistence in good standing in the jurisdiction of its incorporation or formationand in each other jurisdiction in which the failure so to do could reasonably beexpected to have a Material Adverse Effect, and cause each of the Subsidiariesto maintain its legal existence in good standing in each jurisdiction in whichthe failure so to do could reasonably be expected to have a Material AdverseEffect.
**    Section7.4           Taxes

           The Borrower shall pay and discharge when due, and cause each of Subsidiaries soto do, all Taxes, assessments and governmental charges, license fees and leviesupon or with respect to the Borrower or such Subsidiary, as the case may be, andall Taxes upon the income, profits and Property of the Borrower and theSubsidiaries, which if unpaid, could individually or collectively reasonably beexpected to have a Material Adverse Effect or become a Lien on the Property ofthe Borrower or such Subsidiary, as the case may be (other than a Lien describedin Section 8.1(a)), unless and to the extent only that such Taxes, assessments,charges, license fees and levies shall be contested in good faith and byappropriate proceedings diligently conducted by the Borrower or such Subsidiary,as the case may be, provided that the Borrower shall give theAdministrative Agent prompt notice of such contest and that such reserve orother appropriate provision as shall be required by the Accountants inaccordance with GAAP shall have been made therefor.
**   Section 7.5           Insurance

           The Borrower shall maintain, and cause each of the Subsidiaries to maintain,with financially sound and reputable insurance companies insurance on all itsProperty in at least such amounts and against at least such risks (but includingin any event public liability and business interruption coverage) as are usuallyinsured against in the same general area by companies engaged in the same or asimilar business; and furnish to the Administrative Agent, upon written requestof the Administrative Agent or any Lender, full information as to the insurancecarried.

   Section 7.6           Payment of Indebtedness and Performance of Obligations 
**           The Borrower shall pay and discharge when due, and cause each of theSubsidiaries to pay and discharge when due, all lawful Indebtedness, obligationsand claims for labor, materials and supplies or otherwise which, if unpaid,could, individually or collectively reasonably be expected to (i) have aMaterial Adverse Effect or (ii) become a Lien upon Property of the Borrower orany of the Subsidiaries (other than a Permitted Lien), unless and to the extentonly that the validity of such Indebtedness, obligation or claim shall becontested in good faith and by appropriate proceedings diligently conducted, provided that the Borrower shall give the Administrative Agent prompt noticeof any such contest and that such reserve or other appropriate provision asshall be required by the Accountants in accordance with GAAP shall have beenmade therefor. 

   Section 7.7           Condition of Property

           The Borrower shall at all times, maintain, protect and keep in good repair,working order and condition (ordinary wear and tear excepted), and cause each ofthe Subsidiaries so to do, all Property necessary to the operation of theBorrower's or such Subsidiary's, as the case may be, material businesses.

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**   Section7.8           Observance of Legal Requirements

           The Borrower shall observe and comply in all respects, and cause each of theSubsidiaries so to do, with all laws, ordinances, orders, judgments, rules,regulations, certifications, franchises, permits, licenses, directions andrequirements of all Governmental Authorities, which now or at any time hereaftermay be applicable to it, including ERISA and all Environmental Laws, a violationof which could individually or collectively reasonably be expected to have aMaterial Adverse Effect, except such thereof as shall be contested in good faithand by appropriate proceedings diligently conducted by it, provided thatthe Borrower shall give the Administrative Agent prompt notice of such contestand that such reserve or other appropriate provision as shall be required by theAccountants in accordance with GAAP shall have been made therefor.
**   Section 7.9           Inspection of Property; Books and Records; Discussions

           The Borrower shall keep proper books of record and account in which full, trueand correct entries in conformity with GAAP and all requirements of law shall bemade of all dealings and transactions in relation to its business and activitiesand permit representatives of the Administrative Agent and any Lender to visitits offices, to inspect any of its Property and examine and make copies orabstracts from any of its books and records at any reasonable time and as oftenas may reasonably be desired, and to discuss the business, operations,prospects, licenses, Property and financial condition of the Borrower and theSubsidiaries with the officers thereof and the Accountants; providedthat, so long as no Default or Event of Default exists, none of theAdministrative Agent, its agents, its representatives or the Lenders shall beentitled to examine or make copies or abstracts of, or otherwise obtaininformation with respect to, the Borrower's records relating to pending orthreatened litigation if any such disclosure by the Borrower could reasonably beexpected (i) to give rise to a waiver of any attorney/client privilege of theBorrower or any of the Subsidiaries relating to such information or (ii) to beotherwise materially disadvantageous to the Borrower or any of the Subsidiariesin the defense of such litigation.

   Section 7.10       Licenses, Intellectual Property
**           The Borrower shall obtain or maintain, as applicable, and cause each of theSubsidiaries to obtain or maintain, as applicable, in full force and effect, alllicenses, franchises, Intellectual Property, permits, authorizations and otherrights as are necessary for the conduct of its business and the failure of whichto obtain or maintain could, individually or collectively, reasonably beexpected to have a Material Adverse Effect.

   Section 7.11       Financial Covenants

           (a)             TheBorrower shall maintain at all times Total Indebtedness equal to or less than65% of Total Capitalization.

          (b)            TheBorrower will not permit the Interest****Coverage Ratio as of the end of anyfiscal quarter to be less than 2.50:1.00.
**    Section 7.12       Use of Proceeds

           The proceeds of the Loans and the Letters of Credit will be used only asfollows: (a) to refinance the Terminating Indebtedness and (b) for generalcorporate purposes not inconsistent with the terms hereof.  No part of theproceeds of any Loan or any Letter of Credit will be used, whether directly orindirectly, and whether immediately, incidentally or ultimately, (i) topurchase, acquire or carry any Margin Stock or for any purpose that entails aviolation of any of the regulations of the Board, including 

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Regulations T, U and X or (ii) to fund apersonal loan to or for the benefit of a director or executive offices of theBorrower or any Subsidiary.

ARTICLE 8.    NEGATIVECOVENANTS

Until the Commitments have expired or beenterminated and the principal of and interest on each Loan and all fees and otheramounts payable under the Loan Documents shall have been paid in full and allLetters of Credit have expired and all LC Disbursements have been reimbursed,the Borrower covenants and agrees with the Credit Parties that:

   Section 8.1           Liens

           The Borrower shall not create, incur, assume or suffer to exist any Lien uponany of its Property, whether now owned or hereafter acquired, or permit any ofthe Subsidiaries so to do, except:
**             (a)            Liens for Taxes, assessments or similar charges incurred in the ordinary courseof business which are not delinquent or which are being contested in accordancewith Section 7.4, provided that enforcement of such Liens is stayedpending such contest;  
**           (b)            Liens (i)in connection with workers' compensation, unemployment insurance or other socialsecurity obligations (but not ERISA), (ii) in connection with deposits orpledges to secure bids, tenders, contracts (other than contracts for the paymentof money), leases, statutory obligations, surety and appeal bonds and otherobligations of like nature arising in the ordinary course of business, (iii) inconnection with, or otherwise constituting, zoning ordinances, easements, rightsof way, minor defects, irregularities, and other similar restrictions affectingreal Property which do not materially and adversely affect the value of suchreal Property or the financial condition of the Borrower or such Subsidiary, asthe case may be, or materially impair its use for the operation of the businessof the Borrower or such Subsidiary, as the case may be, (iv) arising byoperation of law such as mechanics', materialmen's, carriers', warehousemen's,lessors' and bankers' liens and rights of set‐off incurred in the ordinarycourse of business which are not delinquent or which are being contested inaccordance with Section 7.6, provided that enforcement of such Liens isstayed pending such contest, and (v) arising out of judgments or decrees whichare being contested in accordance with Section 7.6, provided thatenforcement of such Liens is stayed pending such contest;
**           (c)            Liens now existing or hereafter arising in favor of the Administrative Agent orthe Lenders under the Loan Documents;

           (d)            purchasemoney Liens on Property of the Borrower or any of the Subsidiaries acquiredafter the date hereof to secure Indebtedness of the Borrower or such Subsidiaryincurred in connection with the acquisition of such Property, providedthat each such Lien is limited to such Property so acquired;

           (e)            Liens on Property of the Borrower and the Subsidiaries existing on the AgreementDate as set forth on Schedule 8.1 as renewed from time to time, but not anyincreases in the amounts secured thereby or the Property subjected to such Lienthereon (except under the CLECO Mortgage);

           (f)             Liens existing on Property of the Borrower or any of the Subsidiaries acquiredafter the Agreement Date provided that such Liens are at all timesthereafter limited to the Property so acquired and were not created incontemplation of such acquisition;

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            (g)            the Lien evidenced by the CLECO Mortgage as renewed from time to time; provided, however, that such Lien shall not extend to or over anyProperty of a character not subject on the date hereof to the Lien granted underthe CLECO Mortgage;  
**           (h)             "permittedliens" as defined under Section 1.04 of the CLECO Mortgage, as in effect onthe date hereof, other than "funded liens" described in clause (ix) ofsaid Section 1.04, other Liens not otherwise prohibited by Section 5.05 of theCLECO Mortgage as in effect on the date hereof, and, in the event the CLECOMortgage is terminated, Liens of the same type and nature as the foregoing Liensreferred to in this clause (h), provided that the amounts secured by suchLiens shall not exceed the amounts that may be secured by such foregoing Liensas the last day on which the CLECO Mortgage was in effect;
**           (i)             Liens created to secure Indebtedness representing, or incurred to finance, thecost of Property acquired, constructed or improved by the Borrower in theordinary course of business after the date hereof and not subject to (i) theLien referred to in clause (g) above or (ii) Liens securing Indebtednessexisting on such Property at the time of acquisition thereof, provided, in allcases, such Liens are limited to such Property acquired, constructed orimproved;

           (j)             Liens existing on property of any Person at the time that such Person becomes aSubsidiary of the Borrower provided that such Liens were not created tosecure the acquisition of such Person;

           (k)            Liens to secure Indebtedness of any Subsidiary of the Borrower to the Borroweror to any of its other Subsidiaries;

           (l)             Liens on Property (including any natural gas, oil or other mineral Property) tosecure all or a part of the cost of exploration, drilling or development thereofor to secure Indebtedness incurred to provide funds for any such purpose;
**           (m)           Liens andsecurity interests created, incurred or assumed in connection with the purchase,lease, financing or refinancing of pollution control facilities (and which Liensand security interest are limited to such pollution control facilities);

           (n)            Liens (i) created to secure sales or factoring of accounts receivable and otherreceivables, and (ii) to the extent not covered by clause (i) of thissubsection, Liens on accounts receivables and other receivables, to secureIndebtedness of the Borrower or any of the Subsidiaries in an aggregate amountnot to exceed $40,000,000; 
**           (o)            Liens onany equity interest owned or otherwise held by or on behalf of the Borrower orany Subsidiary created in connection with any project financing; 

           (p)            Liens tosecure obligations of the Borrower in respect of agreements to purchase or sellelectricity, gas or fuel from counterparties, provided that the aggregateamount secured under this clause (p) shall not exceed $15,000,000; and

           (q)            Lienscreated for the sole purpose of extending, renewing or replacing in whole or inpart Indebtedness secured by any lien, mortgage or security interest referred toin the foregoing clauses (a) through (p); provided, however, thatthe principal amount of Indebtedness secured thereby shall not exceed theprincipal amount of Indebtedness so secured at the time of such extension,renewal or replacement and that such extension, renewal or replacement, as thecase may be, shall be limited to all or 

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a part of the property or indebtednessthat secured the lien or mortgage so extended, renewed or replaced (and anyimprovements on such property).

   Section 8.2          Merger, Consolidation, Purchase or Sale of Assets, Etc.
**           The Borrower shall not consolidate with, be acquired by, or merge into or withany Person, or convey, sell, lease or otherwise dispose of all or any part ofits Property, or enter into any sale-leaseback transaction, or purchase orotherwise acquire (in one or a series of related transactions) any part of theProperty (other than purchases or other acquisitions of inventory, materials,equipment and similar Property in the ordinary course of business) of anyPerson, including acquisitions of the Stock of any Person, or permit any of theSubsidiaries so to do, except:

           (a)            sales or other dispositions of inventory and short‐term government securities,commercial paper, money market mutual funds and other similar short‐term cashequivalent investments, in each case in the ordinary course of business;
**           (b)            sales orfactoring of accounts receivables and other receivables;  

           (c)            Asset Sales by any of the Subsidiaries to any of the other Subsidiaries; 

          (d)            (i) otherAsset Sales,provided that (A) no Default or Event of Default shall exist immediatelybefore or after giving effect thereto and (B) the amount of such Asset Sale,when added to the total amount of all Asset Sales made by the Borrower and theSubsidiaries during the immediately preceding twelve month period pursuant tothis subsection (d)(i) shall not exceed 18% or more of Material Total Assets asof the first day of such twelve month period and (ii) sales of transmissionassets pursuant to the order of any Governmental Authority, provided thatfair market value shall have been received for such transmission assets; 
**           (e)             anyof the Subsidiaries may merge or consolidate with or into, or acquire controlof, or acquire all or any portion of the assets of any Person, providedthat immediately after giving effect thereto, the total consideration to be paidby the Subsidiaries to or for the account of any Person (other than the Borrowerand the Subsidiaries) in connection therewith, but not counting purchases orother acquisitions of Property made as part of the Borrower's IntegratedResources Plan, when added to the total consideration paid by the Borrower andthe Subsidiaries to or for the account of any Person (other than the Borrowerand the Subsidiaries) in connection with all other mergers, consolidations andacquisitions permitted under Sections 8.2(e) and 8.2(f) during the period fromthe Agreement Date through and including the date thereof, and all loans,advances and other arrangements outstanding at such time and permitted underSection 8.3, shall not exceed 15% of Material Total Assets as of the mostrecently completed fiscal quarter; and

           (f)             mergers, consolidations or acquisitions of or by the Borrower with, into or ofanother Person (including acquisitions by the Borrower of all or any portion ofthe assets of any Person), in each case as to which the following conditionshave been satisfied:

               (i)              immediately before and after giving effect thereto, no Default or Event ofDefault shall exist;
**               (ii)             immediately before and after giving effect thereto, all of the representationsand warranties contained in the Loan Documents shall be true and correct exceptas the context thereof otherwise requires and except for those representationsand warranties which by their terms or by necessary implication are expresslylimited to a state of facts existing at a time prior to such 

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merger, consolidation or acquisition, asthe case may  be, or such other matters relating thereto as are identifiedin a writing to the Administrative Agent and the Lenders and are satisfactory tothe Administrative Agent and the Lenders;

               (iii)            theBorrower shall be the surviving entity thereof or, in the event the Borrowershall not be the surviving entity thereof, (1) such surviving entity shall beorganized in a State of the United States with substantially all of its assetsand businesses located and conducted in the United States and (2) theAdministrative Agent shall have received (A) a certificate, in form andsubstance satisfactory to the Administrative Agent, (x) attaching a true andcomplete copy of each agreement, instrument or other document effecting suchmerger, consolidation or acquisition, together with an agreement signed onbehalf of such surviving entity pursuant to which such surviving entity shallhave expressly assumed all of the indebtedness, liabilities and otherobligations of the Borrower under the Loan Documents, each of which shall be inform and substance satisfactory to the Administrative Agent, and (y) certifyingthat such merger, consolidation or acquisition has been consummated inaccordance with such agreements, instruments or other documents referred to inthe immediately preceding clause (x), and (B) such documents, legal opinions andcertificates as the Administrative Agent shall reasonably request relating tothe organization, existence and, if applicable, good standing of such survivingentity, the authorization of such merger, consolidation or acquisition and anyother legal matters relating to such surviving entity, the assumption agreementreferred to in the immediately preceding clause (x) or such merger,consolidation or acquisition,

               (iv)           immediately after giving effect thereto, the total consideration to be paid bythe Borrower to or for the account of any Person (other than the Subsidiaries)in connection therewith, but not counting purchases or other acquisitions ofProperty made as part of the Borrower's Integrated Resources Plan, when added tothe total consideration paid by the Borrower and the Subsidiaries to or for theaccount of any Person (other than the Borrower and the Subsidiaries) inconnection with all mergers, consolidations and acquisitions permitted underSections 8.2(e) and 8.2(f) during the period from the Agreement Date through andincluding the date thereof, and all loans, advances, investments and otherarrangements outstanding at such time and permitted under Section 8.3, shall notexceed 15% of Material Total Assets as of the most recently completed fiscalquarter, and
**               (v)             theAdministrative Agent and the Lenders shall have received a certificate dulysigned by a duly authorized officer of the Borrower identifying the Person to bemerged with or into, consolidated with, or acquired by, the Borrower, andcertifying as to each of the matters set forth in subclauses (i) through (iv) ofthis clause (f).

   Section 8.3          Loans, Advances, etc.

           The Borrower shall not, at any time, make any loan or advance to, or enter intoany arrangement for the purpose of providing funds or credit to, any Person, orpermit any of the Subsidiaries so to do, other than (i) provided thatimmediately before and after giving effect thereto, no Default or Event ofDefault shall exist, loans or advances to Cleco Corporation and to any of itssubsidiaries and (ii) other loans, advances or arrangements the totaloutstanding amount of which, when added to the total consideration paid by theBorrower and the Subsidiaries in connection with all mergers, consolidations andacquisitions of or by the Borrower and the Subsidiaries during the period fromthe Agreement Date through and including the date thereof, shall not exceed 15%of Material Total Assets as of the most recently completed fiscal quarter.

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**   Section 8.4          Amendments, etc. of Certain Agreements

           The Borrower shall not enter into or agree to any amendment, modification orwaiver, or permit any of the Subsidiaries so to do, of any term or condition ofthe CLECO Mortgage or the Employee Stock Ownership Plan (other than amendmentsand modifications described in the certificate delivered pursuant to Section 5.5or required by tax laws to maintain the Employee Stock Ownership Plan'squalified status under Section 401(a) of the Code and any adoptive instrumentsor other agreements providing for the participation in the Employee StockOwnership Plan by the Borrower's affiliates), which amendment, modification orwaiver could, in the reasonable opinion of the Administrative Agent, adverselyaffect the interests of the Lenders under the Loan Documents.

ARTICLE 9.    EVENTS OF DEFAULT

The following shall each constitute an"Event of Default" hereunder:

            (a)            the Borrower shall fail to pay any principal of any Loan or any reimbursementobligation in respect of any LC Disbursement when and as the same shall becomedue and payable, whether at the due date thereof or at a date fixed forprepayment thereof or otherwise; or
**           (b)            theBorrower shall fail to pay any interest on any Loan or on any reimbursementobligation in respect of any LC Disbursement or any fee, commission or any otheramount (other than an amount referred to in clause (a) of this Article) payableunder any Loan Document, when and as the same shall become due and payable, andsuch failure shall continue unremedied for a period of three Business Days; or

           (c)             theBorrower shall fail to observe or perform any covenant or agreement contained inSections 7.3, 7.11, 7.12 or Article 8; or

           (d)            theBorrower shall fail to observe or perform any other term, covenant, or agreementcontained in any Loan Document and such failure or event shall have continuedunremedied for a period of 30 days after the Borrower shall have obtainedknowledge of such failure or event; or
**         (e)            any representation or warranty made in any Loan Document or deemed made by theBorrower pursuant to Section 6.1, or in any certificate, report (other than anauditor's report), opinion (other than an opinion of counsel), or other documentdelivered or to be delivered pursuant thereto, shall prove to have beenincorrect or misleading (whether because of misstatement or omission) in anymaterial respect when made; or

           (f)             the Borrower or any Subsidiary shall fail to make any payment (whether ofprincipal, interest or otherwise and regardless of amount) in respect of anyMaterial Obligations, when and as the same shall become due and payable(after giving effect to any applicable grace period); or

           (g)             anyevent or condition occurs that results in any Material Obligations of theBorrower or any Subsidiary becoming due prior to their scheduled maturity orpayment date, or that enables or permits (with or without the giving of notice,the lapse of time or both) the holder or holders of any such MaterialObligations or any trustee or agent on its or their behalf to cause any MaterialObligations to become due prior to their scheduled maturity or payment date orto require the prepayment, repurchase, redemption or defeasance thereof, priorto their scheduled maturity or payment date (in each case after giving effect toany applicable cure period), provided that this clause (g) shall notapply to secured Indebtedness that becomes due solely as a result of thevoluntary sale or transfer of the property or assets securing such Indebtednessor any intercompany Indebtedness; or

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           (h)             theBorrower or any of the Subsidiaries shall (i) suspend or discontinue itsbusiness, (ii) make an assignment for the benefit of creditors, (iii) generallynot pay its debts as such debts become due, (iv) admit in writing its inabilityto pay its debts as they become due, (v) file a voluntary petition inbankruptcy, (vi) become insolvent (however such insolvency shall be evidenced),(vii) file any petition or answer seeking for itself any reorganization,arrangement, composition, readjustment of debt, liquidation or dissolutionor similar relief under any present or future statute, law or regulation of anyjurisdiction, (viii) petition or apply to any tribunal for any receiver,custodian or any trustee for any substantial part of its Property, (ix) be thesubject of any such proceeding filed against it which remains undismissed for aperiod of 45 days, (x) file any answer admitting or not contesting the materialallegations of any such petition filed against it or any order, judgment ordecree approving such petition in any such proceeding, (xi) seek, approve,consent to, or acquiesce in any such proceeding, or in the appointment of anytrustee, receiver, sequestrator, custodian, liquidator, or fiscal agent for it,or any substantial part of its Property, or an order is entered appointing anysuch trustee, receiver, custodian, liquidator or fiscal agent and such orderremains in effect for 45 days, or (xii) take any formal action for the purposeof effecting any of the foregoing or looking to the liquidation or dissolutionof the Borrower or such Subsidiary, as the case may be; or

           (i)             an order for relief is entered under the United States bankruptcy laws or anyother decree or order is entered by a court having jurisdiction (i) adjudgingthe Borrower or any of the Subsidiaries bankrupt or insolvent, (ii) approving asproperly filed a petition seeking reorganization, liquidation, arrangement,adjustment or composition of or in respect of the Borrower or any of theSubsidiaries under the United States bankruptcy laws or any other applicableFederal or state law, (iii) appointing a receiver, liquidator, assignee,trustee, custodian, sequestrator (or other similar official) of the Borrower orany of the Subsidiaries or of any substantial part of the Property thereof, or(iv) ordering the winding up or liquidation of the affairs of the Borrower orany of the Subsidiaries, and any such decree or order continues unstayed and ineffect for a period of 45 days; or
**           (j)             judgments or decrees against the Borrower or any of the Subsidiaries aggregatingin excess of $10,000,000 (which shall not be fully covered by insurance aftertaking into account any applicable deductibles) shall remain unpaid, unstayed onappeal, undischarged, unbonded or undismissed for a period of at least 30 days;or

           (k)             anyLoan Document shall cease, for any reason, to be in full force and effect or theBorrower shall so assert in writing or shall disavow any of its obligationsthereunder; or

           (l)             an ERISA Event shall have occurred that, in the opinion of the Required Lenders,when taken together with all other ERISA Events that have occurred, couldreasonably be expected to result in a Material Adverse Effect; or

          (m)           a Change inControl shall occur or a change in control, fundamental change or any similarcircumstance which, under the Indenture (including any supplemental indenturesthereto) results in an obligation of the Borrower to prepay, purchase, offer topurchase, redeem or defease in excess of $5,000,000 of Indebtedness thereunder.

Upon the occurrence of an Event of Defaultor at any time thereafter during the continuance thereof, (a) if such event isan Event of Default specified in clause (h) or (i) of this Article 9, theAggregate Commitments shall immediately and automatically terminate and theLoans, all accrued and unpaid interest thereon and all other amounts owing underthe Loan Documents shall immediately become due and payable, and theAdministrative Agent may, and, upon the direction of the Required Lenders shall,exercise any and all remedies and other rights provided in the Loan Documents,and (b) if such event is any other Event of Default, any or all of the followingactions may be taken: (i) with the 

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consent of the Required Lenders, theAdministrative Agent may, and upon the direction of the Required Lenders shall,by notice to the Borrower, declare the Aggregate Commitments to be terminatedforthwith, whereupon the Aggregate Commitments shall immediately terminate, and(ii) with the consent of the Required Lenders, the Administrative Agent may, andupon the direction of the Required Lenders shall, by notice of default to theBorrower, declare the Loans, all accrued and unpaid interest thereon, and allother amounts owing under the Loan Documents to be due and payable forthwith,whereupon the same shall immediately become due and payable, and theAdministrative Agent may, and upon the direction of the Required Lenders shall,exercise any and all remedies and other rights provided pursuant to the LoanDocuments.  Except as otherwise provided in this Section, presentment,demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert anyappraisement, valuation, stay, extension, redemption or similar laws, now or atany time hereafter in force which might delay, prevent or otherwise impede theperformance or enforcement of any Loan Document.

In the event that the AggregateCommitments shall have been terminated or the Loans, accrued and unpaid interestthereon and all other amounts owing under the Loan Documents shall have beendeclared due and payable pursuant to the provisions of this Section, any fundsreceived by the Administrative Agent and the Lenders from or on behalf of theBorrower shall be applied by the Administrative Agent and the Lenders inliquidation of the Loans and the obligations of the Borrower under the LoanDocuments in the following manner and order: (i) first, to the payment ofinterest on, and then the principal portion of, any Loans which theAdministrative Agent may have advanced on behalf of any Lender for which theAdministrative Agent has not then been reimbursed by such Lender or theBorrower; (ii) second, to the payment of any fees or expenses due to theAdministrative Agent from the Borrower hereunder, (iii) third, to reimburse theAdministrative Agent and the Lenders for any expenses (to the extent not paidpursuant to clause (ii) above) due from the Borrower pursuant to the provisionsof Section 11.4; (iv) fourth, to the payment of accrued Facility Fees, Term‐OutFees, LC Fees and all other fees, expenses and amounts due under the LoanDocuments (other than principal of, and interest on, the Loans); (v) fifth, tothe payment of interest due on the Loans; (vi) sixth, to the payment ofprincipal outstanding on the Loans, pro rata according to each Lender'saggregate outstanding Loans; and (vii) seventh, to the payment of any otheramounts owing to the Administrative Agent and the Lenders under any LoanDocument.

ARTICLE  10.  THE ADMINISTRATIVE AGENT

   Section 10.1      Appointment
**           Each Credit Party hereby irrevocably designates and appoints BNY as theAdministrative Agent of such Credit Party under the Loan Documents and each suchCredit Party hereby irrevocably authorizes BNY, as the Administrative Agent forsuch Credit Party, to take such action on its behalf under the provisions of theLoan Documents and to exercise such powers and perform such duties as areexpressly delegated to the Administrative Agent by the terms of the LoanDocuments, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in any Loan Document, (i)the Administrative Agent shall not have any duties or responsibilities otherthan those expressly set forth therein, or any fiduciary relationship with anyLender, and no implied covenants, functions, responsibilities, duties,obligations or liabilities shall be read into the Loan Documents or otherwiseexist against the Administrative Agent and (ii) none of the Syndication Agent,the Documentation Agent or the Managing Agents shall have any duty or obligationunder the Loan Documents.

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   Section 10.2       Delegation of Duties

           The Administrative Agent may execute any of its duties under the Loan Documentsby or through agents or attorneys‐in‐fact and shall be entitled to rely upon theadvice of counsel concerning all matters pertaining to such duties.

   Section 10.3   **   **Exculpatory Provisions
**           Neither the Administrative Agent nor any of its Related Parties shall be (i)liable for any action lawfully taken or omitted to be taken by it or such Personunder or in connection with the Loan Documents (except the Administrative Agentfor its own gross negligence or willful misconduct) or (ii) responsible in anymanner to any Credit Party for any recitals, statements, representations orwarranties made by the Borrower or any officer thereof contained in the LoanDocuments or in any certificate, report, statement or other document referred toor provided for in, or received by the Administrative Agent under or inconnection with, the Loan Documents or for the value, validity, effectiveness,genuineness, perfection, enforceability or sufficiency of any of the LoanDocuments or for any failure of the Borrower or any other Person to perform itsobligations thereunder.  The Administrative Agent shall not be under anyobligation to any Credit Party to ascertain or to inquire as to the observanceor performance of any of the agreements contained in, or conditions of, the LoanDocuments, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall not be under any liability or responsibilitywhatsoever, as Administrative Agent, to the Borrower or any other Person as aconsequence of any failure or delay in performance, or any breach, by any Lenderof any of its obligations under any of the Loan Documents.

   Section 10.4      Reliance by Administrative Agent

           The Administrative Agent shall be entitled to rely, and shall be fully protectedin relying, upon any writing, resolution, notice, consent, certificate,affidavit, opinion, letter, cablegram, telegram, fax, telex or teletype message,statement, order or other document or conversation believed by it to be genuineand correct and to have been signed, sent or made by the proper Person orPersons and upon advice and statements of legal counsel (including counsel tothe Borrower), independent accountants and other experts selected by theAdministrative Agent.  The Administrative Agent may treat each CreditParty, or the Person designated in the last notice filed with it under thisSection, as the holder of all of the interests of such Credit Party in itsLoans, participations in Letters of Credit and in its Notes until written noticeof transfer, signed by such Credit Party (or the Person designated in the lastnotice filed with the Administrative Agent) and by the Person designated in suchwritten notice of transfer, in form and substance satisfactory to theAdministrative Agent, shall have been filed with the Administrative Agent. The Administrative Agent shall not be under any duty to examine or pass upon thevalidity, effectiveness, enforceability, perfection or genuineness of the LoanDocuments or any instrument, document or communication furnished pursuantthereto or in connection therewith, and the Administrative Agent shall beentitled to assume that the same are valid, effective and genuine, have beensigned or sent by the proper parties and are what they purport to be.  TheAdministrative Agent shall be fully justified in failing or refusing to take anyaction under the Loan Documents unless it shall first receive such advice orconcurrence of the Required Lenders as it deems appropriate.  TheAdministrative Agent shall in all cases be fully protected in acting, or inrefraining from acting, under the Loan Documents in accordance with a request ordirection of the Required Lenders, and such request or direction and any actiontaken or failure to act pursuant thereto shall be binding upon all the CreditParties and all future holders of the Notes.

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   Section 10.5      Notice of Default

           The Administrative Agent shall not be deemed to have knowledge or notice of theoccurrence of any Default or Event of Default unless the Administrative Agenthas received written notice thereof from a Credit Party or the Borrower. In the event that the Administrative Agent receives such a notice, theAdministrative Agent shall promptly give notice thereof to the Credit Partiesand the Borrower.  The Administrative Agent shall take such action withrespect to such Default or Event of Default as shall be directed by the RequiredLenders, provided, however, that unless and until theAdministrative Agent shall have received such directions, the AdministrativeAgent may (but shall not be obligated to) take such action, or refrain fromtaking such action, with respect to such Default or Event of Default as it shalldeem to be in the best interests of the Credit Parties.

   Section 10.6      Non Reliance on Administrative Agent and Other Lenders

           Each Credit Party expressly acknowledges that neither the Administrative Agentnor any of its Related Parties has made any representations or warranties to itand that no act by the Administrative Agent hereinafter, including any review ofthe affairs of the Borrower, shall be deemed to constitute any representation orwarranty by the Administrative Agent to any Credit Party.  Each CreditParty represents to the Administrative Agent that it has, independently andwithout reliance upon the Administrative Agent or any other Credit Party, andbased on such documents and information as it has deemed appropriate, made itsown evaluation of and investigation into the business, operations, Property,financial and other condition and creditworthiness of the Borrower and made itsown decision to enter into this Agreement.  Each Credit Party alsorepresents that it will, independently and without reliance upon theAdministrative Agent or any other Credit Party, and based on such documents andinformation as it shall deem appropriate at the time, continue to make its owncredit analysis, evaluations and decisions in taking or not taking action underany Loan Document, and to make such investigation as it deems necessary toinform itself as to the business, operations, Property, financial and othercondition and creditworthiness of the Borrower.  Except for notices,reports and other documents expressly required to be furnished to the CreditParties by the Administrative Agent hereunder, the Administrative Agent shallnot have any duty or responsibility to provide any Credit Party with any creditor other information concerning the business, operations, Property, financialand other condition or creditworthiness of the Borrower which may come into thepossession of the Administrative Agent or any of its officers, directors,employees, agents, attorneys in fact or affiliates.

   Section 10.7      Administrative Agent in Its Individual Capacity 

           BNY and its Related Parties may make loans to, accept deposits from, issueletters of credit for the account of, and generally engage in any kind ofbusiness with, the Borrower as though BNY were not Administrative Agenthereunder.  With respect to the Commitment and Loans made or renewed by BNYand the Note issued to BNY, BNY shall have the same rights and powers under theLoan Documents as any Lender and may exercise the same as though it were not theAdministrative Agent, and the terms "Lender" and "Lenders" shall in each caseinclude BNY.

   Section 10.8      Successor Administrative Agent

           If at any time the Administrative Agent deems it advisable, in its solediscretion, it may submit to each of the Lenders a written notice of itsresignation as Administrative Agent under the Loan Documents, such resignationto be effective upon the earlier of (i) the written acceptance of the duties ofthe Administrative Agent under the Loan Documents by a successor AdministrativeAgent and (ii) on the 30th day after the date of such notice.  Upon anysuch resignation, the Required Lenders shall have the right to appoint fromamong the Lenders a successor Administrative Agent.  If no successor 

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Administrative Agent shall have been soappointed by the Required Lenders and accepted such appointment in writingwithin 30 days after the retiring Administrative Agent's giving of notice ofresignation, then the retiring Administrative Agent may, on behalf of theLenders and with the consent of the Borrower, such consent not to beunreasonably withheld and not to be required during the existence of an Event ofDefault, appoint a successor Administrative Agent, which successorAdministrative Agent shall be a commercial bank organized under the laws of theUnited States or any State thereof and having a combined capital, surplus, andundivided profits of at least $100,000,000.  Upon the acceptance of anyappointment as Administrative Agent hereunder by a successor AdministrativeAgent, such successor Administrative Agent shall thereupon succeed to and becomevested with all the rights, powers, privileges and duties of the retiringAdministrative Agent, and the retiring Administrative Agent's rights, powers,privileges and duties as Administrative Agent under the Loan Documents shall beterminated.  The Borrower and the Lenders shall execute such documents asshall be necessary to effect such appointment.  After any retiringAdministrative Agent's resignation as Administrative Agent, the provisions ofthe Loan Documents shall inure to its benefit as to any actions taken or omittedto be taken by it while it was Administrative Agent under the Loan Documents. If at any time there shall not be a duly appointed and acting AdministrativeAgent, the Borrower agrees to make each payment due under the Loan Documentsdirectly to the Lenders entitled thereto during such time.

ARTICLE 11.  OTHER PROVISIONS 
**   Section 11.1       Amendments and Waivers
**           (a)             Nofailure or delay by any Credit Party in exercising any right or power under anyLoan Document shall operate as a waiver thereof, nor shall any single or partialexercise of any such right or power, or any abandonment or discontinuance ofsteps to enforce such a right or power, preclude any other or further exercisethereof or the exercise of any other right or power. The rights and remedies ofthe Credit Parties under the Loan Documents are cumulative and are not exclusiveof any rights or remedies that they would otherwise have. No waiver of anyprovision of any Loan Document or consent to any departure by the Borrowertherefrom shall in any event be effective unless the same shall be permitted byparagraph (b) of this Section, and then such waiver or consent shall beeffective only in the specific instance and for the purpose for which given.Without limiting the generality of the foregoing, the making of a Loan and/orthe issuance, amendment, extension or renewal of a Letter of Credit shall not beconstrued as a waiver of any Default, regardless of whether any Credit Party mayhave had notice or knowledge of such Default at the time.
**           (b)            Neitherany Loan Document nor any provision thereof may be waived, amended or modifiedexcept pursuant to an agreement or agreements in writing entered into by theBorrower and the Required Lenders or by the Borrower and the AdministrativeAgent with the consent of the Required Lenders, provided that no suchagreement shall (i) increase any Commitment of any Lender without the writtenconsent of such Lender or increase the Aggregate Commitments, (ii) reduce theprincipal amount of any Loan or any reimbursement obligation with respect to aLC Disbursement, or reduce the rate of any interest, or reduce any fees, payableunder the Loan Documents, without the written consent of each Credit Partyaffected thereby, (iii) postpone the date of payment at stated maturity of anyLoan or the date of payment of any reimbursement obligation with respect to anLC Disbursement, any interest or any fees payable under the Loan Documents, orreduce the amount of, waive or excuse any such payment, or postpone the statedtermination or expiration of the Commitments without the written consent of eachCredit Party affected thereby, (iv) change any provision hereof in a manner thatwould alter the pro rata sharing of payments required by Section 3.2(b) or thepro rata reduction of Commitments required by Section 2.5(c) or the pro ratafunding of Revolving Credit Loans required by Section 2.3(b), without thewritten consent of each Credit Party affected thereby, (v) change any of theprovisions of this Section or the definition of the term "Required Lenders" orany other provision hereof specifying the number or 

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percentage of Lenders required to waive,amend or modify any rights hereunder or make any determination or grant anyconsent hereunder, or change the currency in which Loans are to be made, Lettersof Credit are to be issued or payment under the Loan Documents are to be made,or add additional borrowers without the written consent of each Lender, andprovided, further, that no such agreement shall amend, modify or otherwiseaffect the rights or duties of the Administrative Agent or the Issuing Bankhereunder without the prior written consent of the Administrative Agent or theIssuing Bank, as applicable.
**   Section 11.2       Notices

           Except in the case of notices and other communications expressly permitted to begiven by telephone, all notices and other communications provided for hereinshall be in writing and shall be delivered by hand or overnight courier service,mailed by certified or registered mail or sent by facsimile, as follows:
**            (a)            if to the Borrower, to it at 2030 Donahue Ferry Road, Pineville, LA 71360 5226;Attention: Michael Sawrie (Telephone: (318) 484‐7589; Facsimile: (318)484‐7697); 

           (b)            if to theAdministrative Agent, or BNY as Issuing Bank, to it at Agency FundingAdministration, One Wall Street, 18th Floor, New York, New York 10286, Attentionof: Sandra Morgan, Agency Function Administration, 18th Floor, (Telephone No.(212) 635‐4692); Facsimile No. (212) 635‐6365 or 6366 or 6367, with a copy toThe Bank of New York, at Energy Industries Division, One Wall Street, 19thFloor, New York, New York 10286, Attention of: Cynthia Howells (Telephone No.(212) 635‐7889; Facsimile No. (212) 635‐7924); and
**            (c)            if to any other Credit Party, to it at its address (or facsimile number) setforth in its Administrative Questionnaire;

provided that any notice, requestor demand by the Borrower to or upon the Administrative Agent or the Lenderspursuant to Sections 2.3, 2.4, 2.5, 2.6 or 2.7 shall not be effective untilreceived.  Any party to a Loan Document may rely on signatures of theparties thereto which are transmitted by facsimile or other electronic means asfully as if originally signed.  Any party hereto may change its address orfacsimile number for notices and other communications hereunder by notice to theother parties hereto. All notices and other communications given to any partyhereto in accordance with the provisions of this Agreement shall be deemed tohave been given on the date of receipt.
**   Section 11.3      Survival

           All covenants, agreements, representations and warranties made by the Borrowerherein and in the certificates or other instruments prepared or delivered inconnection with or pursuant to this Agreement or any other Loan Document shallbe considered to have been relied upon by the other parties hereto and shallsurvive the execution and delivery of any Loan Document and the making of anyLoans and the issuance of any Letter of Credit, regardless of any investigationmade by any such other party or on its behalf and notwithstanding that anyCredit Party may have had notice or knowledge of any Default or incorrectrepresentation or warranty at the time any credit is extended hereunder, andshall continue in full force and effect as long as the principal of or anyaccrued interest on any Loan or any LC Disbursement or any fee or any otheramount payable under the Loan Documents is outstanding and unpaid or any Letterof Credit is outstanding and so long as the Commitments have not expired orterminated. The provisions of Sections 2.10, 2.11, 2.12, 2.13, 11.4, 11.10 and11.11 and Article 10 shall survive and remain in full force and effectregardless of the consummation of the transactions contemplated hereby, therepayment of the Loans and the LC Disbursements, the expiration or 
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termination of the Letters of Credit andthe termination of the Commitments or the termination of this Agreement or anyprovision hereof.

   Section 11.4       Expenses; Indemnity; DamageWaiver

           (a)             TheBorrower shall pay (i) all reasonable out‐of‐pocket costs and expenses incurredby the Administrative Agent and its Affiliates, including the reasonable fees,charges and disbursements of counsel for the Administrative Agent, in connectionwith the syndication of the credit facilities provided for herein, thepreparation and administration of each Loan Document or any amendments,modifications or waivers of the provisions thereof (whether or not thetransactions contemplated thereby shall be consummated), (ii) all reasonableout‐of‐pocket costs and expenses incurred by the Issuing Bank in connection withthe issuance, amendment, renewal or extension of any Letter of Credit or anydemand for payment thereunder and (iii) all reasonable out‐of‐pocket costs andexpenses incurred by any Credit Party, including the reasonable fees, chargesand disbursements of any counsel for any Credit Party and any expert witnessfees, in connection with the enforcement or protection of its rights inconnection with the Loan Documents, including its rights under this Section, orin connection with the Loans made or Letters of Credit issued hereunder,including all such reasonable out‐of‐pocket costs and expenses incurred duringany workout, restructuring or negotiations in respect of such Loans or Lettersof Credit.
**           (b)            TheBorrower shall indemnify each Credit Party and each Related Party thereof (eachsuch Person being called an "Indemnified Party") against, and hold eachIndemnified Party harmless from, any and all losses, claims, damages,liabilities and related expenses, including the fees, charges and disbursementsof any counsel for any Indemnified Party, incurred by or asserted against anyIndemnified Party arising out of, in connection with, or as a result of (i) theexecution or delivery of any Loan Document or any agreement or instrumentcontemplated thereby, the performance by the parties to the Loan Documents oftheir respective obligations thereunder or the consummation of the transactionscontemplated by the Loan Documents, (ii) any Loan or Letter of Credit or the useof the proceeds thereof including any refusal of the Issuing Bank to honor ademand for payment under a Letter of Credit if the documents presented inconnection with such demand do not strictly comply with the terms of such Letterof Credit, (iii) any actual or alleged presence or release of HazardousMaterials on or from any property owned or operated by the Borrower or any ofthe Subsidiaries, or any Environmental Liability related in any way to theBorrower or any of the Subsidiaries or (iv) any actual or prospective claim,litigation, investigation or proceeding relating to any of the foregoing,whether based on contract, tort or any other theory and regardless of whetherany Indemnified Party is a party thereto, provided that such indemnityshall not, as to any Indemnified Party, be available to the extent that suchlosses, claims, damages, liabilities or related expenses are determined by acourt of competent jurisdiction by final and nonappealable judgment to haveresulted from the gross negligence or willful misconduct of such IndemnifiedParty or arising solely from claims between one such Indemnified Party andanother such Indemnified Party. 

            (c)            To the extent that the Borrower fails to pay any amount required to****be paid by it to the Administrative Agent or the Issuing Bank under paragraph(a) or (b) of this Section, each Lender severally agrees to pay to theAdministrative Agent or the Issuing Bank, as applicable, an amount equal to theproduct of such unpaid amount multiplied by a fraction, the numerator ofwhich is the sum of such Lender's unused Commitmentsplus the outstanding principal balance of such Lender's Loans and thedenominator of which is the sum of the unused Commitments plus the outstandingprincipal balance of all Lenders Loans (in each case determined as of the timethat the applicable unreimbursed expense or indemnity payment is sought or, inthe event that no Lender shall have any unused Commitments or outstanding Loansat such time, as of the last time at which any Lender had any unused Commitmentsor outstanding Loans), provided that the unreimbursed expense orindemnified loss, claim, damage, liability

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or related expense, as applicable, wasincurred by or asserted against the Administrative Agent or the Issuing Bank, asapplicable, in its capacity as such.

           (d)            To theextent permitted by applicable law, the Borrower shall not assert, and herebywaives, any claim against any Indemnified Party, on any theory of liability, forspecial, indirect, consequential or punitive damages (as opposed to direct andactual damages) arising out of, in connection with, or as a result of, any LoanDocument or any agreement, instrument or other document contemplated thereby,the transactions contemplated by the Loan Documents or any Loan or any Letter ofCredit or the use of the proceeds thereof.

           (e)             Allamounts due under this Section shall be payable promptly but in no event laterthan ten days after written demand therefor.

   Section 11.5       Lending Offices

           Each Lender shall have the right at any time and from time to time to transferits Loans to a different office, provided that such Lender shall promptlynotify the Administrative Agent and the Borrower of any such change of office. Such office shall thereupon become such Lender's Domestic Lending Office orEurodollar Lending Office, as the case may be, provided, however,that no such Lender shall be entitled to receive any greater amount underSection 2.11, 2.12 or 2.13 as a result of a transfer of any such Loans to adifferent office of such Lender than it would be entitled to immediately priorthereto unless such claim would have arisen even if such transfer had notoccurred.

   Section 11.6       Assignments andParticipations

           (a)             Theprovisions of the Loan Documents shall be binding upon and inure to the benefitof the parties hereto and their respective successors and assigns permittedhereby, except that the Borrower may not assign or otherwise transfer any of itsrights or obligations hereunder without the prior written consent of each CreditParty (and any attempted assignment or transfer by the Borrower without suchconsent shall be null and void). Nothing in the Loan Documents, expressed orimplied, shall be construed to confer upon any Person (other than the partieshereto, their respective successors and assigns permitted hereby and, to theextent expressly contemplated hereby, the Related Parties of each Credit Party)any legal or equitable right, remedy or claim under or by reason of any LoanDocument.

           (b)            Any Lendermay assign to one or more Eligible Assignees all or a portion of its rights andobligations under the Loan Documents (including all or a portion of itsCommitment or obligations in respect of its LC Exposure and the applicable Loansat the time owing to it), provided that (i) except in the case of anassignment to a Lender or an Affiliate or an Approved Fund of a Lender, each ofthe Borrower, the Administrative Agent and the Issuing Bank must give its priorwritten consent to such assignment (which consent shall not be unreasonablywithheld or delayed)), (ii) except in the case of an assignment to a Lender oran Affiliate or an Approved Fund of a Lender or an assignment of the entireremaining amount of the assigning Lender's Commitment, the amount of theCommitment of the assigning Lender subject to each such assignment (determinedas of the date the Assignment and Acceptance Agreement with respect to suchassignment is delivered to the Administrative Agent) shall not be less than$5,000,000 unless the Borrower and the Administrative Agent otherwise consent,(iii) no assignments to the Borrower or any of its Affiliates shall bepermitted, (iv) the parties to each assignment shall execute and deliver to theAdministrative Agent an Assignment and Acceptance Agreement together with,unless otherwise agreed by the Administrative Agent, a processing andrecordation fee of $3,500, and (v) the assignee, if it shall not be a Lender,shall deliver to the Administrative Agent an Administrative Questionnaire, and providedfurther, that any consent of the Borrower otherwise requiredunder this paragraph shall not be required if a Default has occurred and iscontinuing.  Subject to

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acceptance and recording thereof pursuantto paragraph (d) of this Section, from and after the effective date specified ineach Assignment and Acceptance Agreement, the assignee thereunder shall be aparty hereto and, to the extent of the interest assigned by such Assignment andAcceptance Agreement, have the rights and obligations of a Lender under the LoanDocuments, and the assigning Lender thereunder shall, to the extent of theinterest assigned by such Assignment and Acceptance Agreement, be released fromits obligations under the Loan Documents (and, in the case of an Assignment andAcceptance Agreement covering all of the assigning Lender's rights andobligations under the Loan Documents, such Lender shall cease to be a partyhereto but shall continue to be entitled to the benefits of Sections 2.11, 2.12,2.13 and 11.4). Any assignment or transfer by a Lender of rights or obligationsunder the Loan Documents that does not comply with this paragraph shall betreated for purposes of the Loan Documents as a sale by such Lender of aparticipation in such rights and obligations in accordance with paragraph (e) ofthis Section.

           (c)             TheAdministrative Agent, acting for this purpose as an agent of the Borrower, shallmaintain at one of its offices in New York City a copy of each Assignment andAcceptance Agreement delivered to it and a register for the recordation of thenames and addresses of the Lenders, and the Commitment of, and principal amountof the Revolving Credit Loans owing to, each Lender pursuant to the terms hereoffrom time to time (the "Register"). The entries in the Register shall beconclusive absent clearly demonstrable error, and the Borrower and each CreditParty may treat each Person whose name is recorded in the Register pursuant tothe terms hereof as a Lender hereunder for all purposes of this Agreement,notwithstanding notice to the contrary. The Register shall be available forinspection by the Borrower and any Credit Party, at any reasonable time and fromtime to time upon reasonable prior notice.

           (d)            Upon itsreceipt of a duly completed Assignment and Acceptance Agreement executed by anassigning Lender and an assignee, the assignee's completed AdministrativeQuestionnaire (unless the assignee shall already be a Lender hereunder), theprocessing and recordation fee referred to in paragraph (b) of this Section andany written consent to such assignment required by paragraph (b) of thisSection, the Administrative Agent shall accept such Assignment and AcceptanceAgreement and record the information contained therein in the Register. Noassignment shall be effective for purposes of this Agreement unless it has beenrecorded in the Register as provided in this paragraph.

           (e)             AnyLender may, without the consent of the Borrower or any Credit Party, sellparticipations to one or more banks or other entities other than the Borrower orany of its Affiliates (each such bank or other entity being called a "Participant")in all or a portion of such Lender's rights and obligations under the LoanDocuments (including all or a portion of its Commitment, LC Exposure, andoutstanding Revolving Credit Loans owing to it), provided that (i) suchLender's obligations under the Loan Documents shall remain unchanged, (ii) suchLender shall remain solely responsible to the other parties hereto for theperformance of such obligations and (iii) the Borrower and the Credit Partiesshall continue to deal solely and directly with such Lender in connection withsuch Lender's rights and obligations under the Loan Documents. Any agreement orinstrument pursuant to which a Lender sells such a participation shall providethat such Lender shall retain the sole right to enforce the Loan Documents andto approve any amendment, modification or waiver of any provision of any LoanDocuments, provided that such agreement or instrument may provide thatsuch Lender will not, without the consent of the Participant, agree to anyamendment, modification or waiver described in the first proviso to Section11.1(b) that affects such Participant. Subject to paragraph (f) of this Section,the Borrower agrees that each Participant shall be entitled to the benefits ofSections 2.11, 2.12 and 2.13 to the same extent as if it were a Lender and hadacquired its interest by assignment pursuant to paragraph (b) of this Section.To the extent permitted by law, each Participant also shall be entitled to thebenefits of Section 11.9 as though it were a Lender, provided that suchParticipant agrees to be subject to Section 3.2(c) as though it were a Lender.

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**            (f)             A Participant shall not be entitled to receive any greater payment under Section2.11 or 2.12 than the Lender would have been entitled to receive with respect tothe participation sold to such Participant, unless the sale of the participationto such Participant is made with the Borrower's prior written consent. AParticipant that would be a Lender organized under the laws of a jurisdictionother than the United States or any State thereof if it were a Lender shall notbe entitled to the benefits of Section 2.11 unless the Borrower is notified ofthe participation sold to such Participant and such Participant agrees, for thebenefit of the Borrower, to comply with Section 2.11(d) as though it were aLender.**           (g)             AnyLender may at any time pledge or assign a security interest in all or anyportion of its rights under the Loan Documents to secure obligations of suchLender, including any pledge or assignment to secure obligations to a FederalReserve Bank, and this Section shall not apply to any such pledge or assignmentof a security interest, provided that no such pledge or assignment of asecurity interest shall release a Lender from any of its obligations under theLoan Documents or substitute any such pledgee or assignee for such Lender as aparty hereto.

   Section 11.7       Counterparts; Integration;Effectiveness

           This Agreement may be executed in counterparts (and by different parties heretoon different counterparts), each of which shall constitute an original, but allof which, when taken together, shall constitute but one contract. This Agreementand any separate letter agreements with respect to fees payable to any CreditParty or the syndication of the credit facilities established hereunderconstitute the entire contract among the parties relating to the subject matterhereof and supersede any and all previous agreements and understandings, oral orwritten, relating to the subject matter hereof. Except as provided in Article 5,this Agreement shall become effective when it shall have been executed by theAdministrative Agent and when the Administrative Agent shall have receivedcounterparts hereof which, when taken together, bear the signatures of each ofthe other parties and thereafter shall be binding upon and inure to the benefitof the parties hereto and their respective successors and assigns. Delivery ofan executed counterpart of this Agreement by facsimile transmission shall beeffective as delivery of a manually executed counterpart of this Agreement.

   Section 11.8       Severability

           In the event any one or more of the provisions contained in this Agreementshould be held invalid, illegal or unenforceable in any respect, the validity,legality and enforceability of the remaining provisions contained herein shallnot in any way be affected or impaired thereby (it being understood****that the invalidity of a particular provision in a particular jurisdictionshall not in and of itself affect the validity of such provision in any otherjurisdiction).  The parties shall endeavor in good faith negotiations toreplace the invalid, illegal or unenforceable provisions with valid provisionsthe economic effect of which comes as close as possible to that of the invalid,illegal or unenforceable provisions.

   Section 11.9       Right of Set off

           In addition to any rights and remedies of the Lenders provided by law, upon theoccurrence of an Event of Default and the acceleration of the obligations owingin connection with the Loan Documents, or at any time upon the occurrence andduring the continuance of an Event of Default under clause (a) of Article 9,each Lender shall have the right, without prior notice to the Borrower, any suchnotice being expressly waived by the Borrower to the extent not prohibited byapplicable law, to set off and apply against any indebtedness, whether maturedor unmatured, of the Borrower to such Lender, any amount owing from such Lenderto the Borrower, at, or at any time after, the happening of any of the abovementioned events.  To the extent not prohibited by applicable law, theaforesaid right of set off may be exercised by such Lender against the Borroweror against any trustee in bankruptcy, custodian, debtor 

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in possession, assignee for the benefit ofcreditors, receiver, or execution, judgment or attachment creditor of theBorrower, or against anyone else claiming through or against the Borrower orsuch trustee in bankruptcy, custodian, debtor in possession, assignee for thebenefit of creditors, receiver, or execution, judgment or attachment creditor,notwithstanding the fact that such right of set off shall not have beenexercised by such Lender prior to the making, filing or issuance, or serviceupon such Lender of, or of notice of, any such petition, assignment for thebenefit of creditors, appointment or application for the appointment of areceiver, or issuance of execution, subpoena, order or warrant.  EachLender agrees promptly to notify the Borrower and the Administrative Agent afterany such set off and application made by such Lender, provided that thefailure to give such notice shall not affect the validity of such set off andapplication.

   Section 11.10    Governing Law; Jurisdiction; Consent toService of Process

           (a)             ThisAgreement shall be governed by, and construed in accordance with, the laws ofthe State of New York.

         (b)            TheBorrower hereby irrevocably and unconditionally submits, for itself and itsproperty, to the nonexclusive jurisdiction of any New York State court orFederal court of the United States of America sitting in New York City, and anyappellate court from any thereof, in any action or proceeding arising out of orrelating to this Agreement or the other Loan Documents, or for recognition orenforcement of any judgment, and each of the parties hereto hereby irrevocablyand unconditionally agrees that, to the extent permitted by applicable law, allclaims in respect of any such action or proceeding may be heard and determinedin such New York State court or, to the extent permitted by applicable law, insuch Federal court. Each of the parties hereto agrees that a final judgment inany such action or proceeding shall be conclusive and may be enforced in otherjurisdictions by suit on the judgment or in any other manner provided by law.Nothing in this Agreement shall affect any right that the Administrative Agentor any other Credit Party may otherwise have to bring any action or proceedingrelating to this Agreement or the other Loan Documents against the Borrower, orany of its property, in the courts of any jurisdiction.

           (c)             TheBorrower hereby irrevocably and unconditionally waives, to the fullest extent itmay legally and effectively do so, any objection that it may now or hereafterhave to the laying of venue of any suit, action or proceeding arising out of orrelating to this Agreement or the other Loan Documents in any court referred toin paragraph (b) of this Section. Each of the parties hereto hereby irrevocablywaives, to the fullest extent permitted by applicable law, the defense of aninconvenient forum to the maintenance of such action or proceeding in any suchcourt.

           (d)            Each partyto this Agreement irrevocably consents to service of process in the mannerprovided for notices in Section 11.2. Nothing in this Agreement will affect theright of any party to this Agreement to serve process in any other mannerpermitted by law.

   Section 11.11    **WAIVEROF JURY TRIAL**
**           EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATIONDIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS CREDITAGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT ORATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCHOTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOINGWAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE**
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**BEEN INDUCED TO ENTER INTO THIS CREDITAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THISSECTION.

    Section 11.12    Headings

           Article and Section headings and the Table of Contents used herein are forconvenience of reference only, are not part of this Agreement and shall notaffect the construction of, or be taken into consideration in interpreting, thisAgreement.

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CLECO POWER LLC

CREDIT AGREEMENT
** 

 **
IN WITNESS WHEREOF, the parties heretohave caused this 364 Day Credit Agreement to be duly executed and delivered bytheir proper and duly authorized officers as of the day and year first abovewritten.
** **
CLECO POWER LLC 

By: /s/ Dilek Samil                                         Name:  Dilek SamilTitle:  Executive Vice President & CFO
** 
CLECO POWER LLC

CREDIT AGREEMENT
** 

THE BANK OF NEW YORK, Individuallyand as Administrative Agent

By: /s/ Cynthia Howells                             

Name:  Cynthia HowellsTitle:  Vice President 
** **
CLECO POWER LLC

CREDIT AGREEMENT
** 

BANK ONE, NA, Individually and as Syndication Agent
By: /s/ Dawn M. Lawer                                  Name:  Dawn M. LawerTitle:  Managing Director
** **
CLECO POWER LLC

CREDIT AGREEMENT

 
****
WESTLB AG, NEW YORK BRANCH, Individually and as Documentation Agent
** 

 **
By: /s/ Jeffrey S. Davidson                             Name:  Jeffrey S. DavidsonTitle:   Associate Director
** **
By: /s/ Salvatore Battinelli                             Name:  Salvatore BattinelliTitle:  Managing Director Credit Department

 

CLECO POWER LLC

CREDIT AGREEMENT
****
ALLIED IRISH BANKS, P.L.C. Individually and as a Managing Agent

By:  /s/ Aidan Lanigan____________

Name:  Aidan Lanigan

Title:  Assistant Vice President

 

By: /s/ Anthony O'Reilly___________

Name:  Anthony O'Reilly

Title:  Vice President
** **
CLECO POWER LLC

CREDIT AGREEMENT

COBANK, ACB Individually and as a ManagingAgent
** 

 **
By: /s/ Paul Podany____________________

Name:  Paul Podany

Title:  Assistant Vice President
** **
CLECO POWER LLC

CREDIT AGREEMENT
****
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES Individually and as aManaging Agent

By: /s/ Harry P. Yergey_________________

Name:  Harry P. Yergey

Title:  Senior Vice President & Manager
** **
By: /s/ Subash R. Viswanathan___________

Name:  Subash R. Viswanathan

Title:  Senior Vice President
** 
 **
CLECO POWER LLC

CREDIT AGREEMENT
****
KEYBANK NATIONAL ASSOCIATION Individually and as a Managing Agent

 

 
****
By: /s/ Sherrie I. Manson________________

Name:  Sherrie I. Manson

Title:  Vice President
** **
CLECO POWER LLC

CREDIT AGREEMENT
****
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch

By: /s/ Sarah Wu                                             Name:  Sarah WuTitle:  Vice President

By: /s/ S. William Fox                                    Name:  S. William FoxTitle:  Director
** **
CLECO POWER LLC

CREDIT AGREEMENT
****
GOLDMAN SACHS CREDIT PARTNERS L.P.

By: /s/ Robert Wagner                                    Name:  Robert WagnerTitle:  Authorized Signatory
** **
CLECO POWER LLC

CREDIT AGREEMENT
****
REGIONS BANK

By: /s/ Tammy Foshee                                     Name:  Tammy FosheeTitle:  Assistant Vice President, Corporate Banking Regions Bank
** **
CLECO POWER LLC

CREDIT AGREEMENT
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WHITNEY NATIONAL BANK

By:    /s/ Edgar W. Santa Cruz, III                  Name:  Edgar W. Santa Cruz, IIITitle:  Vice President
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CLECO POWER LLC

CREDIT AGREEMENT

HIBERNIA NATIONAL BANK

By:    /s/Kermit W. Pharris, Jr.                      Name:  Kermit W. Pharris, Jr.Title:  Vice President
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CLECO POWER LLC

CREDIT AGREEMENT
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                                                                                       THE BANK OF TOKYO-MITSUBISHI, LTD.,                                                                                       HOUSTON AGENCY
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By: /s/ John M. Mearns                                   Name:  John M. MearnsTitle:  Vice President & Manager

By: /s/ Joey Powell                                         Name:  Joey PowellTitle:  Assistant Vice President
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CLECO POWER LLC

CREDIT AGREEMENT
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                                                                                                   UNION BANK OF CALIFORNIA, N.A.
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By: /s/ Susan K. Johnson                                 Name:  Susan K. JohnsonTitle:  Vice President
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CLECO POWER LLC

CREDIT AGREEMENT
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                                                                                                            BANK HAPOALIM B.M.
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By: /s/ Marc Bosc                              Name:  Marc BoscTitle:  Vice President
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By: /s/ Lenroy Hackett                     Name:  Lenroy HackettTitle:  SVP ********************************************************************************************************