<PAGE>   1


                                                                       EXHIBIT 4


                        
                            365-DAY CREDIT AGREEMENT

                                  BY AND AMONG


                               CLECO CORPORATION

                           THE LENDERS PARTY HERETO,

                                      AND

                         THE BANK OF NEW YORK, AS AGENT



                            ------------------------

                                  $80,000,000

                            ------------------------



                          DATED AS OF AUGUST 28, 1998



                           BNY CAPITAL MARKETS, INC.,
                                AS LEAD ARRANGER


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TABLE OF CONTENTS

<TABLE>
<CAPTION>


<S>    <C>    <C>                                                                                   <C>
    1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION .................................................  1
         1.1. Definitions .........................................................................  1
         1.2. Principles of Construction .......................................................... 13

    2. AMOUNT AND TERMS OF LOANS .................................................................. 14
         2.1. Revolving Credit Loans .............................................................. 14
         2.2. Notes ............................................................................... 14
         2.3. Procedure for Borrowing Revolving Credit Loans ...................................... 15
         2.4. Competitive Bid Loans; Procedure .................................................... 16
         2.5. Voluntary Reduction or Termination of Aggregate
              Commitments ......................................................................... 18
         2.6. Prepayments of the Loans ............................................................ 19
         2.7. Conversions and Continuations ....................................................... 20
         2.8. Interest Rate and Payment Dates ..................................................... 21
         2.9. Substituted Interest Rate ........................................................... 22
         2.10. Taxes .............................................................................. 22
         2.11. Illegality ......................................................................... 24
         2.12. Increased Costs .................................................................... 25
         2.13. Indemnification for Loss ........................................................... 26
         2.14. Survival of Certain Obligations .................................................... 27
         2.15. Use of Proceeds .................................................................... 27
         2.16. Capital Adequacy ................................................................... 28
         2.17. Lenders' Records ................................................................... 28
         2.18. Extension of Commitment Period ..................................................... 28
         2.19. Substitution of Lender. ............................................................ 29

    3. FEES; PAYMENTS ............................................................................. 30
         3.1. Facility Fee ........................................................................ 30
         3.2. Agent's Fees ........................................................................ 30
         3.3. Pro Rata Treatment and Application of Principal
              Payments ............................................................................ 30

    4. REPRESENTATIONS AND WARRANTIES ............................................................. 31
         4.1. Subsidiaries; Capitalization ........................................................ 31
         4.2. Existence and Power ................................................................. 31
         4.3. Authority ........................................................................... 31
         4.4. Binding Agreement ................................................................... 31
         4.5. Litigation and Regulatory Proceedings ............................................... 31
         4.6. Required Consents ................................................................... 32
         4.7. No Conflicting Agreements, Compliance with Laws ..................................... 32
         4.8. Governmental Regulations ............................................................ 33
         4.9. Federal Reserve Regulations; Use of Loan
              Proceeds ............................................................................ 33
         4.10. Plans .............................................................................. 33
         4.11. Financial Statements ............................................................... 33
</TABLE>



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<TABLE>
<CAPTION>


<S>      <C>   <C>                                                                                  <C>
         4.12. Property ........................................................................... 34
         4.13. Environmental Matters .............................................................. 34
         4.14. Year 2000 Issue .................................................................... 34

    5. CONDITIONS TO EFFECTIVENESS ................................................................ 35
         5.1. Evidence of Action .................................................................. 35
         5.2. This Agreement ...................................................................... 35
         5.3. Notes ............................................................................... 35
         5.4. Approvals ........................................................................... 35
         5.5. Certain Agreements .................................................................. 36
         5.6. Opinion of Counsel to the Borrower .................................................. 36
         5.7. Fees ................................................................................ 36

    6. CONDITIONS OF LENDING - ALL LOANS .......................................................... 36
         6.1. Compliance .......................................................................... 36
         6.2. Borrowing Request; Competitive Bid Request .......................................... 36
         6.3. Law ................................................................................. 37
         6.4. Other Documents ..................................................................... 37

    7. AFFIRMATIVE COVENANTS ...................................................................... 37
         7.1. Financial Statements ................................................................ 37
         7.2. Certificates; Other Information ..................................................... 37
         7.3. Legal Existence ..................................................................... 38
         7.4. Taxes ............................................................................... 38
         7.5. Insurance ........................................................................... 39
         7.6. Payment of Indebtedness and Performance of
              Obligations ......................................................................... 39
         7.7. Condition of Property ............................................................... 39
         7.8. Observance of Legal Requirements .................................................... 39
         7.9. Inspection of Property; Books and Records;
              Discussions ......................................................................... 39
         7.10. Licenses, Intellectual Property .................................................... 40
         7.11. Capitalization ..................................................................... 40
         7.12. Year 2000 Issue. ................................................................... 40

    8. NEGATIVE COVENANTS ......................................................................... 40
         8.1. Liens ............................................................................... 40
         8.2. Merger, Consolidation, Purchase or Sale of
              Assets, Etc. ........................................................................ 42
         8.3. Loans, Advances, Etc. ............................................................... 43
         8.4. Amendments, etc. of Certain Agreements .............................................. 44

    9. DEFAULT .................................................................................... 44
         9.1. Events of Default ................................................................... 44
</TABLE>


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<TABLE>
<CAPTION>

<S> <C>        <C>                                                                                  <C>
    10. THE AGENT ................................................................................. 46
         10.1. Appointment ........................................................................ 46
         10.2. Delegation of Duties ............................................................... 47
         10.3. Exculpatory Provisions ............................................................. 47
         10.4. Reliance by Agent .................................................................. 47
         10.5. Notice of Default .................................................................. 48
         10.6. Non-Reliance on Agent and Other Lenders ............................................ 48
         10.7. Indemnification .................................................................... 48
         10.8. Agent in Its Individual Capacity ................................................... 49
         10.9. Successor Agent .................................................................... 49

    11. OTHER PROVISIONS .......................................................................... 50
         11.1. Amendments and Waivers ............................................................. 50
         11.2. Notices ............................................................................ 51
         11.3. No Waiver; Cumulative Remedies ..................................................... 52
         11.4. Survival of Representations and Warranties ......................................... 52
         11.5. Payment of Expenses and Taxes ...................................................... 52
         11.6. Lending Offices .................................................................... 53
         11.7. Assignments and Participations ..................................................... 53
         11.8. Counterparts ....................................................................... 55
         11.9. Adjustments; Set-off ............................................................... 55
         11.10. Construction ...................................................................... 56
         11.11. Indemnity ......................................................................... 56
         11.12. Governing Law ..................................................................... 57
         11.13. Headings Descriptive .............................................................. 57
         11.14. Severability ...................................................................... 57
         11.15. Integration ....................................................................... 57
         11.16. Consent to Jurisdiction ........................................................... 57
         11.17. Service of Process ................................................................ 58
         11.18. No Limitation on Service or Suit .................................................. 58
         11.19. WAIVER OF TRIAL BY JURY ........................................................... 58
</TABLE>


<TABLE>
<CAPTION>

    EXHIBITS
<S>                      <C>
    Exhibit A            List of Commitments
    Exhibit B            Form of Note
    Exhibit C            Form of Borrowing 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
</TABLE>




<PAGE>   5



    SCHEDULES

    Schedule 1.1         List of Lending Offices
    Schedule 4.1         List of Subsidiaries
    Schedule 4.5         List of Litigation Not Otherwise Disclosed
    Schedule 4.13        List of Environmental Matters
    Schedule 8.1         List of Existing Liens together with a copy of
                         Section 1.04 of the CLECO Mortgage referred to in
                         Section 8.1(h) of the Credit Agreement.



<PAGE>   6


    364-DAY CREDIT AGREEMENT, dated as of August 28, 1998, by and among CLECO
CORPORATION a Louisiana corporation (the "Borrower"), the lenders party hereto
(together with their respective assigns pursuant to Section 11.7, the "Lenders",
each a "Lender") and THE BANK OF NEW YORK, as agent for the Lenders (in such
capacity, the "Agent").


1.       DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

         1.1.     Definitions

                  As used in this Agreement, terms defined in the preamble have
the meanings therein indicated, and the following terms have the following
meanings:

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

                  "Accountants": PricewaterhouseCoopers, L.L.P. (or any
successor thereto), or such other firm of certified public accountants of
recognized national standing selected by the Borrower and reasonably
satisfactory to the Agent.

                  "Accumulated Funding Deficiency": as defined in Section 302 of
ERISA.

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

                  "Affected Advance": as defined in Section 2.9.

                  "Affected Principal Amount": in the event that (i) the
Borrower shall fail for any reason to borrow, convert or continue after it shall
have notified the Agent of its intent to do so in any instance in which it shall
have requested a Eurodollar Advance or shall have accepted one or more offers of
Competitive Bid Loans, an amount equal to the principal amount of such
Eurodollar Advance or accepted Competitive Bid Loan; (ii) a Eurodollar Advance
or a Competitive Bid Loan shall terminate for any reason prior to the last day
of the Interest Period applicable thereto, an amount equal to the principal
amount of such Eurodollar Advance or Competitive Bid Loan; and (iii) the
Borrower shall prepay or repay all or any part of the principal amount of a
Eurodollar Advance or a Competitive Bid Loan prior to the last day of the
Interest Period applicable thereto, an amount equal to the principal amount of
such Eurodollar Advance or Competitive Bid Loan so prepaid or repaid.

                  "Aggregate Commitments": on any date, the sum of all
Commitments on such date.

                  "Agreement": this 364-Day Credit Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.

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



<PAGE>   7


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

             Pricing Level                       Applicable Facility
                                                    Fee Percentage

             Pricing Level I                           0.0850%
             Pricing Level II                          0.1000%
             Pricing Level III                         0.1100%
             Pricing Level IV                          0.1250%
             Pricing Level V                           0.2000%

provided that (i) changes in the Applicable Facility Fee Percentage resulting
from a change in the Pricing Level shall become effective on the effective date
of any change in the rating by Moody's or S&P of the Borrower's first mortgage
bonds and (ii) in the event of a split in ratings resulting in the ratings on
the Borrower's first mortgage bonds by each of S&P and Moody's falling within
different Pricing Levels, the Applicable Facility Fee Percentage shall be the
higher percentage.

                  "Applicable Lending Office": in respect of any Lender, (i) in
the case of such Lender's ABR Advances and Competitive Bid Loans, its Domestic
Lending Office and (ii) in the case of such Lender's Eurodollar Advances, its
Eurodollar Lending Office.

                  "Applicable Margin": with respect to the unpaid principal
amount of Eurodollar Advances, at all times during which the applicable Pricing
Level set forth below is in effect, the percentage set forth below next to such
Pricing Level, subject to the provisos set forth below:

             Pricing Level                     Applicable Margin

             Pricing Level I                         0.240%
             Pricing Level II                        0.250%
             Pricing Level III                       0.290%
             Pricing Level IV                        0.300%
             Pricing Level V                         0.425%

         provided that (i) changes in the Applicable Margin resulting from a
         change in the Pricing Level shall become effective on the effective
         date of any change in the rating by Moody's or S&P of the Borrower's
         first mortgage bonds and (ii) in the event of a split in ratings
         resulting in the ratings on the Borrower's first mortgage bonds by each
         of S&P and Moody's falling within different Pricing Levels, the
         Applicable Margin shall be the higher percentage.

                  "Asset Sale": any sale, transfer or other disposition by the
Borrower or any of its Subsidiaries to any Person of any Property (including,
without limitation, any Stock or other securities of another Person) of the
Borrower or any of its Subsidiaries, other than inventory or accounts
receivables or other receivables sold, transferred or otherwise disposed of in
the ordinary course of business.



<PAGE>   8





                  "Assignment and Acceptance Agreement": an assignment and
acceptance agreement executed by an assignor and an assignee pursuant to which
the assignor assigns to the assignee all or any portion of such assignor's
Loans, Note and Commitment, substantially in the form of Exhibit J.

                  "Benefited Lender": as defined in Section 11.9.

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

                  "BNY": The Bank of New York.

                  "BNY Rate": a rate of interest per annum equal to the rate of
interest publicly announced in New York City by BNY from time to time as its
prime commercial lending rate, such rate to be adjusted automatically (without
notice) on the effective date of any change in such publicly announced rate.

                  "Borrowing Date": any Business Day on which the Lenders make
Revolving Credit Loans in accordance with a Borrowing Request or one or more
Lenders make Competitive Bid Loans pursuant to Competitive Bids which have been
accepted by the Borrower.

                  "Borrowing Request": a request for Revolving Credit Loans in
the form of Exhibit C.

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

                  "Capital Lease Obligations": with respect to any Person,
obligations of such Person with respect to leases which, in accordance with
GAAP, are required to be capitalized on the financial statements of such Person.

                  "CLECO Mortgage": the Indenture of Mortgage, dated as of July
1, 1950, as supplemented and amended through the date hereof, made by the
Borrower to First National Bank of Commerce (formerly The National Bank of
Commerce in New Orleans), as Trustee, as the same may be further amended,
supplemented or otherwise modified from time to time in accordance with Section
8.4.

                  "Code": the Internal Revenue Code of 1986, as the same may be
amended from time to time, or any successor thereto, and the rules and
regulations issued thereunder, as from time to time in effect.

                  "Commitment": in respect of any Lender, such Lender's
undertaking during the Commitment Period to make Revolving Credit Loans, subject
to the terms and conditions hereof, in an aggregate outstanding principal amount
not exceeding the amount set forth next to the name of such Lender in Exhibit A
under the heading "Commitment", as the same may be reduced pursuant to Section
2.5.



<PAGE>   9


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

                  "Commitment Period": the period from the Effective Date until
the day before the Maturity Date.

                  "Common Equity": as of any date of determination, an amount
equal to the sum of (i) common Stock of the Borrower, (ii) premium on capital
Stock of the Borrower (as such term is used in the Financial Statements) and
(iii) retained earnings of the Borrower and its Subsidiaries, determined on a
Consolidated basis in accordance with GAAP.

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

                  "Competitive Bid Accept/Reject Letter": a notification given
by the Borrower pursuant to Section 2.4 in the form of Exhibit G.

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

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

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

                  "Competitive Interest Period": as to any Competitive Bid Loan,
the period commencing on the date of such Competitive Bid Loan and ending on the
date requested in the Competitive Bid Request with respect to such Competitive
Bid Loan, which date shall not be earlier than 7 days after the date of such
Competitive Bid Loan or later than 180 days after the date of such Competitive
Bid Loan; provided, however, that if any 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 the Maturity Date, in which case such Competitive Interest
Period shall end on the next preceding Business Day, and provided further that
no Competitive Interest Period shall end after the Maturity Date. Interest shall
accrue from and including the first day of a Competitive Interest Period to but
excluding the last day of such Competitive Interest Period.

                  "Consolidated": the Borrower and its Subsidiaries which are
consolidated for financial reporting purposes.


<PAGE>   10


                  "Contingent Obligation": as to any Person, any obligation of
such Person guaranteeing or in effect guaranteeing any return on any investment
made by another Person or any Indebtedness, lease, dividend or other obligation
of any other Person in any manner, whether contingent or whether directly or
indirectly, including, without limitation, any obligation in respect of the
liabilities 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 an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by such Person
in good faith.

                  "Continuing Lenders": as defined in Section 2.18(b).

                  "Control Person": as defined in Section 2.16.

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

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

                  "Default": any of the events specified in Section 9.1, whether
or not any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.

                  "Dollars" and "$": lawful currency of the United States.

                  "Domestic Lending Office": in respect of any Lender,
initially, the office or offices of such Lender designated as such on Schedule
1.1; thereafter, such other office of such Lender through which it shall be
making or maintaining ABR Advances or Competitive Bid Loans, as reported by such
Lender to the Agent and the Borrower, provided that any Lender may so report
different Domestic Lending Offices for all of its ABR Advances and all of its
Competitive Bid Loans, whereupon references to the Domestic Lending Office of
such Lender shall mean either or both of such offices, as applicable.

                  "Effective Date": August 28, 1998.

                  "Eligible Assignee": any of the following: (i) commercial
banks, finance companies, insurance companies and other financial institutions
and funds (whether a corporation, partnership or other entity) engaged generally
in making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business; provided that any such entity shall have combined
capital and surplus of at least $250,000,000 and shall be entitled, as of the
date such entity becomes a Lender, to receive payments under the Note without
deduction or withholding with respect to Tax on the Overall Net Income, (ii)
each of the Lenders and (iii) any affiliate of a Lender.



<PAGE>   11


                  "Employee Benefit Plan": an employee benefit plan within the
meaning of Section 3(3) of ERISA maintained, sponsored or contributed to by the
Borrower, any of its Subsidiaries or any ERISA Affiliate.

                  "Employee Stock Ownership Plan": The Central Louisiana
Electric Company, Inc. 401(k) Savings and Investment Plan ESOP Trust, as the
same may be amended, supplemented or otherwise modified from time to time in
accordance with Section 8.4.

                  "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 or pollutants and
including, without limitation, (i) the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 USCA ss.9601 et seq.; (ii) the
Resource Conservation and Recovery Act of 1976, as amended, 42 USCA ss.6901 et
seq.; (iii) the Toxic Substance Control Act, as amended, 15 USCA ss.2601 et.
seq.; (iv) the Water Pollution Control Act, as amended, 33 USCA ss.1251 et.
seq.; (v) the Clean Air Act, as amended, 42 USCA ss.7401 et seq.; (vi) the
Hazardous Materials Transportation Authorization Act of 1994, as amended, 49
USCA ss.5101 et seq. and (viii) all rules and regulations under any of the
foregoing and under any analogous state laws, judgments, decrees and injunctions
and any analogous state laws applicable to the Borrower.

                  "ERISA": the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the rules and regulations issued thereunder,
as from time to time in effect.

                  "ERISA Affiliate": when used with respect to an Employee
Benefit Plan, ERISA, the PBGC or a provision of the Code pertaining to employee
benefit plans, any Person that is a member of any group of organizations within
the meaning of Sections 414(b), (c), (m) or (o) of the Code of which the
Borrower or any of its Subsidiaries is a member.

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

                  "Eurodollar Interest Period": with respect to any Eurodollar
Advance requested by the Borrower, the period commencing on, as the case may be,
the Borrowing Date or Conversion/Continuation Date with respect to such
Eurodollar Advance and ending one, two, three or six months thereafter, as
selected by the Borrower in its irrevocable Borrowing Request or its irrevocable
Notice of Conversion/Continuation, provided, however, that if any Eurodollar
Interest Period would otherwise end on a day which is not a Business Day, such
Eurodollar Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest Period into
another calendar month or beyond the Maturity Date, in which event such
Eurodollar Interest Period shall end on the immediately preceding Business Day,
any Eurodollar Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Eurodollar Interest Period) shall end
on the last Business Day of a calendar month and the Borrower shall select
Interest Periods so as not to have more than five different Eurodollar Interest
Periods outstanding at any one time for all Eurodollar Advances.



<PAGE>   12


                  "Eurodollar Lending Office": in respect of any Lender,
initially, the office, branch or affiliate of such Lender designated as such on
Schedule 1.1 (or, if no such office branch or affiliate is specified, its
Domestic Lending Office); thereafter, such other office, branch or affiliate of
such Lender through which it shall be making or maintaining Eurodollar Advances,
as reported by such Lender to the Agent and the Borrower.

                  "Eurodollar Rate": with respect to the Eurodollar Interest
Period applicable to any Eurodollar Advance, a rate of interest per annum, as
determined by the Agent and then rounded to the nearest 1/16 of 1% or, if there
is no nearest 1/16 of 1%, then to the next higher 1/16 of 1%, equal to the rate,
as reported by BNY to the Agent, quoted by BNY to leading banks in the interbank
eurodollar market as the rate at which BNY is offering Dollar deposits in an
amount equal approximately to the Eurodollar Advance of BNY to which such
Interest Period shall apply for a period equal to such Interest Period, as
quoted at approximately 11:00 a.m. two Business Days prior to the first day of
such Interest Period.

                  "Event of Default": any of the events specified in Section
9.1, provided that any requirement specified in Section 9.1 for the giving of
notice, the lapse of time, or both, or any other condition specified in Section
9.1, has been satisfied.

                  "Extension Request": as defined in Section 2.18(a).

                  "Facility Fee": as defined in Section 3.1.

                  "Federal Funds Rate": for any day, a rate per annum (expressed
as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%),
equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that (i) if the day for
which such rate is to be determined is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (ii) if
such rate is not so published for any day, the Federal Funds Rate for such day
shall be the average of the quotations for such day on such transactions
received by BNY as determined by BNY and reported to the Agent.

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

                  "FERC Order": that certain letter order, dated August 12,
1998, in Docket No. ES98-37-000 issued by FERC, or any renewal or replacement
order thereof, together with any supplemental order thereto, in each case
authorizing the Borrower to issue notes or drafts maturing not more than one
year after the date of issue or renewal thereof or assumption of liability
thereon (in each case as described in Section 204(e) of the Federal Power Act,
as amended and in effect from time to time) in an aggregate principal amount not
less than the sum of the Commitments hereunder plus the aggregate principal
amount of any such notes or drafts of the Borrower (other than the Notes) out
standing from time to time.

                  "Financial Statements": as defined in Section 4.11.



<PAGE>   13


                  "GAAP": generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and in the statements and
pronouncements of the Financial Accounting Standards Board or in such other
statement by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination, consistently applied. If at any time any change in GAAP
would affect the computation of any financial requirement set forth in this
Agreement, the Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such requirement to reflect such change in GAAP (subject to the
approval of the Required Lenders), provided that, until so amended, (i) such
requirement shall continue to be computed in accordance with GAAP prior to such
change therein and (ii) the Borrower shall provide to the Agent and the Lenders
financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between
calculations of such requirement made before and after giving effect to such
change in GAAP.

                  "Governmental Authority": any nation or government, any state
or other political subdivision thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions 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 States Department of Transportation
Hazardous Materials Table (49 CFR ss.172.101) or by the 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 Environmental Law as a "hazardous substance," "toxic
substance," "hazardous material," "hazardous waste," "restricted hazardous
waste," "pollutant," "toxic pollutant" or words of similar import.

                  "Highest Lawful Rate": as to any Lender, the maximum rate of
interest, if any, that at any time or from time to time may be contracted for,
taken, charged or received by such Lender on the Note held thereby or which may
be owing to such Lender pursuant to this Agreement and the other Loan Documents
under the laws applicable to such Lender and this transaction.

                  "Indebtedness": as to any Person, at a particular time, 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 retention agreement, (iv) indebtedness arising under
acceptance facilities and the amount available to be drawn under all letters of
credit issued for the account of such Person and, without duplication, all
drafts drawn thereunder to the extent such Person shall not have reimbursed the
issuer in respect of the issuer's payment of such drafts, (v) all liabilities
secured by any Lien on any Property owned by such Person even though such Person
has not assumed or otherwise become liable for the payment thereof (other than
carriers', warehousemen's, mechanics', repairmen's or other like non-consensual
statutory Liens arising in the ordinary course of business), (vi) obligations
under Capital Lease Obligations and (vii) Contingent Obligations.

                  "Indemnified Person": as defined in Section 11.11.

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



<PAGE>   14


                  "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 such ABR 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 selected a Eurodollar Interest Period of one, two or
three months, the last day of such Interest Period, (iii) as to any Eurodollar
Advance in respect of which the Borrower has selected a Eurodollar Interest
Period of six months, the day which is three months after the first day of such
Interest Period and the last day of such Interest Period, (iv) as to any
Competitive Bid Loan as to which the Borrower has selected an Interest Period of
90 days or less, the last day of such Competitive Interest Period, and (v) as to
any Competitive Bid Loan as to which 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 Interest Period and the last day of each subsequent
90-day period thereafter or, if sooner, the last day of such Competitive
Interest Period.

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

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

                  "Lien": any mortgage, pledge, hypothecation, assignment,
deposit or preferential arrangement, encumbrance, lien (statutory or other), or
other security agreement or security interest of any kind or nature whatsoever,
including, without limitation, any conditional sale or other title retention
agreement and any capital or financing lease having substantially the same
economic effect as any of the foregoing.

                  "Loan Documents": collectively, this Agreement and the Notes.

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

                  "Long Term Credit Agreement": the Revolving Credit Agreement,
dated as of June 15, 1995, by and among the Borrower, the lenders party thereto
and BNY, as agent, as the same may be amended, supplemented or otherwise
modified from time to time.

                  "LREC": the Louisiana Rural Electric Corporation, or any
Governmental Authority succeeding to the functions thereof.

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

                  "Material Adverse Change": a material adverse change in (i)
the financial condition, operations, business, prospects or Property of (a) the
Borrower or (b) the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower to perform its obligations under the Loan Documents or
(iii) the ability of the Agent and the Lenders to enforce their rights and
remedies under the Loan Documents.



<PAGE>   15


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

                  "Maturity Date": the day which is 364 days after the Effective
Date (or, if such date is not a Business Day, the Business Day immediately
preceding such day), as the same may be extended from time to time in accordance
with Section 2.18, or such earlier date on which the Notes shall become due and
payable, whether by acceleration or otherwise.

                  "Maximum Offer": as defined in Section 2.4(b).

                  "Maximum Request": as defined in Section 2.4(a).

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

                  "Multiemployer Plan": a Pension Plan which is a multiemployer
plan as defined in Section 4001(a)(3) of ERISA.

                  "Non-Extending Lender": as defined in Section 2.18(b).

                  "Note": with respect to each Lender in respect of such
Lender's Revolving Credit Loans and Competitive Bid Loans, a promissory note,
substantially in the form of Exhibit B, payable to the order of such Lender;
each such promissory note having been made by the Borrower and dated the
Effective Date, including all replacements thereof and substitutions therefor.

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

                  "PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA, or any Governmental Authority
succeeding to the functions thereof.

                  "Pension Plan": at any date of determination, any Employee
Benefit Plan (including a Multiemployer Plan), the funding requirements of which
(under Section 302 of ERISA or Section 412 of the Code) are, or at any time
within the six years immediately preceding such date, were in whole or in part,
the responsibility of the Borrower, any of its Subsidiaries or any ERISA
Affiliate.

                  "Permitted Liens": Liens permitted to exist under Section 8.1.

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

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



<PAGE>   16


                  "Pricing Level I": any time when the rating of the Borrower's
first mortgage bonds is (i) A or higher by S&P and (ii) A2 or higher by Moody's.

                  "Pricing Level II": any time when (i) the rating of the
Borrower's first mortgage bonds is (a) A- or higher by S&P and (b) A3 or higher
by Moody's and (ii) Pricing Level I does not apply.

                  "Pricing Level III": any time when (i) the rating of the
Borrower's first mortgage bonds is (a) BBB+ or higher by S&P and (b) Baa1 or
higher by Moody's and (ii) Pricing Levels I and II do not apply.

                  "Pricing Level IV": any time when (i) the rating of the
Borrower's first mortgage bonds is (a) BBB or higher by S&P and (b) Baa2 or
higher by Moody's and (ii) Pricing Levels I, II and III do not apply.

                  "Pricing Level V": any time when the rating of the Borrower's
first mortgage bonds is (i) BBB- or below by S&P and (ii) Baa3 or below by
Moody's.

                  "Prohibited Transaction": a transaction that is prohibited
under Section 4975 of the Code or Section 406 of ERISA and not exempt under
Section 4975 of the Code or Section 408 of ERISA.

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

                  "Proposed Bid Rate": as applied to any Remaining Interest
Period with respect to a Lender's Competitive Bid Loan, the rate per annum that
such Lender in good faith would have quoted to the Borrower had the Borrower
requested that such Lender make a Competitive Bid Loan on the first day of such
Remaining Interest Period, assuming no Default or Event of Default existed on
such day and that the Borrower had the right to borrow hereunder on such day,
such rate to be determined by such Lender in good faith in its sole discretion.

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

                  "Remaining Interest Period": (i) in the event that the
Borrower shall fail for any reason to borrow a Revolving Credit Loan in respect
of which it shall have requested a Eurodollar Advance or convert an Advance to,
or continue an Advance as, a Eurodollar Advance after it shall have notified the
Agent of its intent to do so, a period equal to the Eurodollar Interest Period
that the Borrower elected in respect of such Eurodollar Advance; or (ii) in the
event that the Borrower shall fail for any reason to borrow a Competitive Bid
Loan after it shall have accepted one or more offers of Competitive Bid Loans, a
period equal to the Competitive Interest Period that the Borrower elected in
respect of such Competitive Bid Loan; or (iii) in the event that a Eurodollar
Advance or a Competitive Bid Loan shall terminate for any reason prior to the
last day of the Interest Period applicable thereto, a period equal to the
remaining portion of such Interest Period if such Interest Period had not been
so terminated; or (iv) in the event that the Borrower shall prepay or repay all
or any part of the principal amount of a Eurodollar Advance or a Competitive Bid
Loan prior to the last day of the Interest Period applicable thereto, a period
equal to the period from and including the date of such prepayment or repayment
to but excluding the last day of such Interest Period.



<PAGE>   17


                  "Reportable Event": with respect to any Pension Plan, (i) any
event set forth in Sections 4043(b) (other than a Reportable Event as to which
the 30 day notice requirement is waived by the PBGC under applicable
regulations), 4062(c) or 4063(a) or ERISA or the regulations thereunder, (ii) an
event requiring the Borrower, any of its Subsidiaries or any ERISA Affiliate to
provide security to a Pension Plan under Section 401(a)(29) of the Code, or
(iii) any failure to make any payment required by Section 412(m) of the Code.

                  "Required Lenders": Lenders having Commitments equal to at
least 66 2/3% of the Aggregate Commitments or, if the Commitments have been
terminated or otherwise no longer exist, Lenders having an unpaid principal
balance of Loans equal to at least 66 2/3% of the aggregate out standing Loans.

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

                  "S&P": Standard & Poor's Ratings Group, a division of
McGraw-Hill, Inc., or any successor thereto.

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

                  "Solvent": with respect to any Person on a particular date,
the condition that on such date, (i) the fair value of the Property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (ii) the present fair
salable value of the assets of such Person is not less than the amount that will
be required to pay the probable liability of such Person on its debts as they
become absolute and matured, (iii) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay as such debts and liabilities mature, and (iv) such Person is not engaged in
business or a transaction, and is not about to engage in business or a
transaction, for which such Person's Property would constitute an unreasonably
small amount of capital.

                  "Special Counsel": Emmet, Marvin & Martin, LLP, special
counsel to the Agent.

                  "Stock": any and all shares, rights, interests,
participations, warrants or other equivalents (however designated) of corporate
stock.

                  "Submission Deadline": as defined in Section 2.4(b).

                  "Subsidiary": as to any Person, any corporation, association,
partnership, limited liability company, joint venture or other business entity
of which such Person or any Subsidiary of such Person, directly or indirectly,
either (i) in respect of a corporation, owns or controls more than 50% of the
outstanding Stock having ordinary voting power to elect a majority of the board
of directors or similar managing body, irrespective of whether a class or
classes shall or might have voting power by reason of the happening of any
contingency, or (ii) in respect of an association, partnership, joint venture or
other business entity, is entitled to share in more than 50% of the profits and
losses, however determined.

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



<PAGE>   18


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

                  "Termination Event": with respect to any Pension Plan, (i) a
Reportable Event, (ii) the termination of a Pension Plan, or the filing of a
notice of intent to terminate a Pension Plan, or the treatment of a Pension Plan
amendment as a termination under Section 4041(c) of ERISA, (iii) the institution
of proceedings to terminate a Pension Plan under Section 4042 of ERISA, or (iv)
the appointment of a trustee to administer any Pension Plan under Section 4042
of ERISA.

                  "Total Assets": as of any date of determination, the total
assets of the Borrower determined in accordance with GAAP.

                  "Total Capitalization": the difference between (a) the sum of
(i) preferred Stock of the Borrower (less deferred compensation relating to
unallocated convertible preferred Stock of the Borrower held by the Employee
Stock Ownership Plan), plus (ii) common Stock of the Borrower and any premium on
capital Stock thereon (as such term is used in the Financial Statements), plus
(iii) retained earnings of the Borrower, plus (iv) all Indebtedness of the
Borrower (net of unamortized premium and discount (as such term is used in the
Financial Statements)), less (b) treasury Stock of the Borrower.

                  "United States": the United States of America.

                  "Year 2000 Issue": the failure of computer software, hardware
and firmware systems and equipment containing embedded computer chips to
properly receive, transmit, process, manipulate, store, retrieve, re-transmit or
in any other way utilize data and information due to the occurrence of the year
2000 or the inclusion of dates on or after January 1, 2000.

         1.2      Principles of Construction

                  (a) All terms defined in a Loan Document shall have the
meanings given such terms therein when used in the other Loan Documents or any
certificate or opinion made or delivered pursuant thereto, unless otherwise
defined therein.

                  (b) As used in the Loan Documents and in any certificate or
opinion made or delivered pursuant thereto, accounting terms not defined in
Section 1.1, and accounting terms partly defined in Section 1.1, to the extent
not defined, shall have the respective meanings given to them under GAAP.

                  (c) The words "hereof", "herein", "hereto" and "hereunder" and
similar words when used in a Loan Document shall refer to such Loan Document as
a whole and not to any particular provision thereof, and Section, schedule and
exhibit references contained therein shall refer to Sections thereof or
schedules or exhibits thereto unless otherwise expressly provided therein.

                  (d) The phrase "may not" is prohibitive and not permissive;
the word "including" is not limiting; and the word "or" is not exclusive.

<PAGE>   19


                  (e) Unless the context otherwise requires, words in the
singular number include the plural, and words in the plural include the
singular.

                  (f) Unless specifically provided in a Loan Document to the
contrary, references to a time shall refer to New York City time.

                  (g) Unless specifically provided in a Loan Document to the
contrary, in the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including" and the words "to"
and "until" each means "to but excluding".

                  (h) References in any Loan Document to a fiscal period shall
refer to that fiscal period of the Borrower.

2.       AMOUNT AND TERMS OF LOANS

         2.1.     Revolving Credit Loans

                  Subject to the terms and conditions hereof, each Lender
severally agrees to make revolving credit loans (each a "Revolving Credit Loan"
and, as the context may require, collectively with all other Revolving Credit
Loans of such Lender and with the Revolving Credit Loans of all other Lenders,
the "Revolving Credit Loans") to the Borrower from time to time during the
Commitment Period, provided, however, that immediately after giving effect
thereto the outstanding principal balance of such Lender's Revolving Credit
Loans would not exceed such Lender's Commitment, and the aggregate outstanding
principal balance of all Lenders' Revolving Credit Loans and Competitive Bid
Loans would not exceed the Aggregate Commitments. During the Commitment Period,
the Borrower may borrow, prepay in whole or in part and reborrow under the
Aggregate Commitments, all in accordance with the terms and conditions of this
Agreement.

         2.2.     Notes

                  The Revolving Credit Loans and Competitive Bid Loans made by a
Lender shall be evidenced by a promissory note of the Borrower, substantially in
the form of Exhibit B, payable to the order of such Lender and representing the
obligation of the Borrower to pay the sum of (i) the aggregate unpaid principal
balance of all Revolving Credit Loans made by such Lender plus (ii) the
aggregate unpaid principal balance of all Competitive Bid Loans made by such
Lender, in each case with interest thereon as prescribed in Section 2.8. Each
Note shall be dated the Effective Date, be stated to mature on the Maturity Date
and bear interest from the date thereof on the unpaid principal balance thereof
at the applicable interest rate or rates per annum determined as provided in
Section 2.8, payable as specified in Section 2.8.

         2.3.     Procedure for Borrowing Revolving Credit Loans

                  (a) The Borrower may borrow Revolving Credit Loans under the
Aggregate Commitments on any Business Day during the Commitment Period,
provided, however, that the Borrower shall notify the Agent (by telephone or
fax) no later than 11:00 a.m., three Business Days prior to the requested
Borrowing Date, in the case of Eurodollar Advances and 11:30 a.m., on the



<PAGE>   20


requested Borrowing Date, in the case of ABR Advances, in each case specifying
the aggregate principal amount to be borrowed under the Aggregate Commitments,
the requested Borrowing Date, whether such borrowing is to consist of one or
more Eurodollar Advances, ABR Advances, or a combination thereof and if the
borrowing is to consist of one or more Eurodollar Advances, the length of the
Eurodollar Interest Period for each such Eurodollar Advance, provided, however,
that no Eurodollar Interest Period selected in respect of any Revolving Credit
Loan shall end after the Maturity Date. If the Borrower fails to give timely
notice in connection with a request for a Eurodollar Advance, the Borrower shall
be deemed to have elected that such Advance shall be made as an ABR Advance.
Each such notice shall be irrevocable and confirmed promptly by delivery to the
Agent of a Borrowing Request. Each ABR Advance shall be in an aggregate
principal amount equal to $5,000,000 or an integral multiple of $1,000,000 in
excess thereof (or, if the unused amount of the Aggregate Commitments is less
than such amount, then such lesser amount of the unused Aggregate Commitments),
and 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) Upon receipt of each notice of borrowing from the
Borrower, the Agent shall promptly notify each Lender thereof. Subject to its
receipt of the notice referred to in the preceding sentence, each Lender will
make the amount of its Commitment Percentage of each borrowing available to the
Agent for the account of the Borrower at the office of the Agent set forth in
Section 11.2 not later than 2:00 p.m. on the relevant Borrowing Date requested
by the Borrower, in funds im mediately available to the Agent at such office.
The amounts so made available to the Agent on such Borrowing Date will then,
subject to the satisfaction of the terms and conditions of this Agreement, be
made available on such date to the Borrower by the Agent at the office of the
Agent specified in Section 11.2 by crediting the account of the Borrower on the
books of such office with the aggregate of said amounts received by the Agent.

                  (c) Unless the Agent shall have received prior notice from a
Lender (by telephone or otherwise, such notice to be promptly confirmed by fax
or other writing) that such Lender will not make available to the Agent such
Lender's Commitment Percentage of the Revolving Credit Loans requested by the
Borrower, the Agent may assume that such Lender has made such share available to
the Agent on the Borrowing Date in accordance with this Section, provided that
such Lender received notice of the proposed borrowing from the Agent, and the
Agent may, in reliance upon such assumption, make available to the Borrower on
the Borrowing Date a corresponding amount. If and to the extent such Lender
shall not have so made its Commitment Percentage of such Loans available to the
Agent, such Lender and the Borrower severally agree to pay to the Agent
forthwith on demand such corresponding amount (to the extent not previously paid
by the other), together with interest thereon for each day from the date such
amount is made available to the Borrower to the date such amount is paid to the
Agent, at a rate per annum equal to, in the case of the Borrower, the applicable
interest rate set forth in Section 2.8 for such Loans, and, in the case of such
Lender, the Federal Funds Rate in effect on each such day (as determined by the
Agent in accordance with the definition of "Federal Funds Rate" set forth in
Section 1.1). Such payment by the Borrower, however, shall be without prejudice
to its rights against such Lender. If such Lender shall pay to the Agent such
corresponding amount, such amount so paid shall constitute such Lender's
Revolving Credit Loan as part of the Revolving Credit Loans for purposes of this
Agreement, which Revolving Credit Loan shall be deemed to have been made by
such Lender on the Borrowing Date applicable to such Revolving Credit Loans.
The failure of any Lender to make its Commitment Percentage of any requested
Revolving Credit Loan available to the Agent pursuant to this subsection shall
not relieve any other Lender of such other Lender's obligation to make its 
<PAGE>   21
own Commitment Percentage of such Revolving Credit Loan available to the Agent
in accordance with this subsection, provided, however, that no Lender shall be
liable or responsible for the failure by any other Lender to make any Revolving
Credit Loans required to be made by such other Lender.

                  (d) If a Lender makes a new Revolving Credit Loan on a
Borrowing Date on which the Borrower is to repay a Revolving Credit Loan from
such Lender, such Lender shall apply the proceeds of such new Revolving Credit
Loan to make such repayment, and only the excess of the proceeds of such new
Revolving Credit Loan over the Revolving Credit Loan being repaid need be made
available to the Agent, for the Borrower's account.

                  (e) Without in any way limiting the obligation of the Borrower
to confirm in writing any telephonic notice of borrowing given to the Agent, the
Agent may act without liability upon the basis of telephonic notice of such
borrowing believed by the Agent in good faith to be from an authorized officer
of the Borrower prior to receipt of written confirmation. In each such case, the
Agent's records with regard to any such telephone notice shall be presumptively
correct, absent manifest error.

         2.4.     Competitive Bid Loans; Procedure

                  (a) The Borrower may make Competitive Bid Requests by 11:00
a.m. at least two Business Days prior to the proposed Borrowing Date for one or
more Competitive Bid Loans. Each Competitive Bid Request given to the Agent
(which shall promptly on the same day give notice thereof to each Lender by fax
of an Invitation to Bid if the Competitive Bid Request is not rejected pursuant
to this Section), shall be by telephone (confirmed by fax or other written
electronic means promptly on the same day by the delivery of a Competitive Bid
Request signed by the Borrower), and shall specify (i) the proposed Borrowing
Date, which shall be a Business Day, (ii) the aggregate amount of the requested
Competitive Bid Loans (the "Maximum Request") which amount (A) shall not exceed
an amount which, on the proposed Borrowing Date and after giving effect to the
requested Competitive Bid Loans, would cause the aggregate outstanding principal
balance of all Loans of all Lenders to exceed the Aggregate Commitments and (B)
shall be in a principal amount equal to $3,000,000 or an integral multiple of
$1,000,000 in excess thereof, (iii) the Competitive Interest Period(s) therefor
and the last day of each such Competitive Interest Period, and (iv) if more than
one Competitive Interest Period is so specified, the principal amount allocable
to each 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). A
Competitive Bid Request that does not conform substantially to the form of
Exhibit D shall be rejected, and the Agent shall promptly notify the Borrower of
such rejection. Notwithstanding anything contained herein to the contrary, (1)
not more than three Competitive Interest Periods may be requested pursuant to
any Competitive Bid Request and (2) not more than five Competitive Bid Loans may
be outstanding at any one time.

                  (b) Each Lender in its sole discretion may (but is not
obligated to) submit one or more Competitive Bids to the Agent not later than
10:00 a.m. at least one Business Day prior to the proposed Borrowing Date
specified in such Competitive Bid Request (such time being herein called the
"Submission Deadline"), by fax or other writing, and thereby irrevocably offer
to make all or any part (any such part referred to as a "Portion") of any
Competitive Bid Loan described in the relevant Competitive Bid Request at a rate
of interest per annum (each a "Bid Rate") specified therein in an aggregate
principal amount of not less than $3,000,000 or an integral multiple of
$1,000,000 in excess thereof, provided that Competitive Bids submitted by the
Agent may only be


<PAGE>   22


submitted if the Agent notifies the Borrower of the terms of its Competitive Bid
not later than thirty minutes prior to the Submission Deadline. Multiple
Competitive Bids may be delivered to and by the Agent. The aggregate Portions of
Competitive Bid Loans for any or all Competitive Interest Periods offered by
each Lender in its Competitive Bid may exceed the Maximum Request contained in
the relevant Competitive Bid Request, provided that each Competitive Bid shall
set forth the maximum aggregate amount of the Competitive Bid Loans offered
thereby which the Borrower may accept (the "Maximum Offer"), which Maximum Offer
shall not exceed the Maximum Request. If any Lender shall elect not to make a
Competitive Bid, such Lender shall so notify the Agent by fax not later than the
Submission Deadline therefor, provided, however, that the failure by any Lender
to give any such notice shall not obligate such Lender to make any Competitive
Bid Loan.

                  (c) The Agent shall promptly give notice by telephone
(promptly confirmed by fax or other writing) to the Borrower of all Competitive
Bids received by the Agent prior to the Submission Deadline which comply in all
material respects with this Section. The Borrower shall, in its sole discretion
but subject to Section 2.4(d), irrevocably accept or reject any such Competitive
Bid (or any Portion thereof) not later than 12:00 noon on the day of the
Submission Deadline by notice to the Agent by telephone (confirmed by fax or
other writing in the form of a Competitive Bid Accept/Reject Letter promptly the
same day). Promptly upon receipt by the Agent of such a Competitive Bid
Accept/Reject Letter, the Agent will give notice to each Lender that submitted a
Competitive Bid as to the extent, if any, that such Lender's Competitive Bid
shall have been accepted. If the Agent fails to receive notice from the
Borrower of its acceptance or rejection of any Competitive Bids at or prior to
1:00 p.m. on the day of the Submission Deadline, all such Competitive Bids
shall be deemed to have been rejected by the Borrower, and the Agent will give
to each Lender that submitted a Competitive Bid notice of such rejection by
telephone on such day. In due course following the acceptance of any Competitive
Bid, the Agent shall notify each Lender which submitted a Competitive Bid, in
the form of a Competitive Bid Loan Confirmation, of the amount, maturity date
and Bid Rate for each Competitive Bid Loan.

                  (d) If the Borrower accepts a Portion of a proposed
Competitive Bid Loan for a single Competitive Interest Period at the Bid Rate
provided therefor in a Lender's Competitive Bid, such Portion shall be in a
principal amount of $3,000,000 or an integral multiple of $1,000,000 in excess
thereof (subject to such lesser allocation as may be made pursuant to the
provisions of this Section 2.4(d)). The aggregate principal amount of
Competitive Bid Loans accepted by the Borrower following Competitive Bids
responding to a Competitive Bid Request shall not exceed the Maximum Request.
The aggregate principal amount of Competitive Bid Loans accepted by the Borrower
pursuant to a Lender's Competitive Bid shall not exceed the Maximum Offer
therein contained. If the Borrower accepts any Competitive Bid Loans or Portion
offered in any Competitive Bid, the Borrower must accept Competitive Bids (and
Competitive Bid Loans and Portions thereby offered) based exclusively upon the
successively lowest Bid Rates within each Competitive Interest Period and no
other criteria. If two or more Lenders submit Competitive Bids with identical
Bid Rates for the same Competitive Interest Period and the Borrower accepts any
thereof, the Borrower shall, subject to the first three sentences of this
Section 2.4(d), accept all such Competitive Bids as nearly as possible in
proportion to the amounts of such Lender's respective Competitive Bids with
identical Bid Rates for such Competitive Interest Period, provided, that if the
amount of Competitive Bid Loans to be so allocated is not sufficient to enable
each such Lender to make such Competitive Bid Loan (or Portions thereof) in an
aggregate principal amount 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 to a minimum of $1,000,000 or an integral multiple of
$500,000 in excess thereof.



<PAGE>   23


                  (e) Not later than 2:00 p.m. on the relevant Borrowing Date,
each Lender whose Competitive Bid was accepted by the Borrower shall make
available to the Agent at its office set forth in Section 11.2, in immediately
available funds, the proceeds of such Lender's Competitive Bid Loan(s). The
amounts so made available to the Agent on such Borrowing Date will then, subject
to the satisfaction of the terms and conditions of this Agreement, as determined
by the Agent, be made available on such date to the Borrower by the Agent at the
office of the Agent specified in Section 11.2 by crediting the account of the
Borrower on the books of such office with the aggregate of said amounts received
by the Agent.

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

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

         2.5.     Voluntary Reduction or Termination of Aggregate Commitments

                  The Borrower shall have the right, upon at least three
Business Days' prior written notice to the Agent, at any time to terminate the
Aggregate Commitments or from time to time to permanently reduce the Aggregate
Commitments, provided, however, that any such reduction shall be in the amount
of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and
provided further that the Borrower shall prepay the Loans by the amount, if any,
by which the aggregate unpaid principal balance of the Loans exceeds the amount
of the Aggregate Commitments as so reduced. Reductions of the Aggregate
Commitments shall be applied pro rata according to the Commitment of each
Lender. Simultaneously with each reduction of the Aggregate Commitments under
this Section, the Borrower shall pay the Facility Fee accrued on the amount by
which the Aggregate Commitments have been reduced and prepay the Loans as
required by Section 2.6.

         2.6.     Prepayments of the Loans

                  (a) Voluntary Prepayments. The Borrower may, at its option,
prepay the Loans without premium or penalty, in full at any time or in part from
time to time by notifying the Agent in writing no later than 11:30 a.m. on the
proposed prepayment date, in the case of Revolving Credit Loans consisting of
ABR Advances and at least three Business Days prior to the proposed prepayment
date, in the case of Competitive Bid Loans or Revolving Credit Loans consisting
of Eurodollar Advances, specifying the Loans to be prepaid, the amount to be
prepaid and the date of prepayment. Such notice shall be irrevocable and the
amount specified in such notice shall be due and payable on the date specified,
together with accrued interest to the date of such payment on the amount
prepaid. Upon receipt of such notice, the Agent shall promptly notify (i) in the
case of a prepayment of Revolving Credit Loans, each Lender or (ii) in the case
of a prepayment of Competitive Bid Loans, the applicable Lender thereof. Each
partial prepayment shall be in an aggregate principal amount of (A) $5,000,000
or an integral multiple of $1,000,000 in excess thereof, in the case of
Revolving Credit Loans consisting of ABR Advances or Eurodollar Advances, (B)
$3,000,000 or an integral multiple of $1,000,000 in excess thereof, in the case
of Revolving Credit Loans consisting of Competitive Bid Loans or, (C) if the
outstanding principal balance of the Loans



<PAGE>   24


is less that the minimum amounts set forth in clauses (A) and (B), then such
lesser outstanding principal balance, as the case may be. After giving effect to
any partial prepayment with respect to Eurodollar Advances which were made
(whether as the result of a borrowing or a conversion) on the same date and
which had the same Interest Period, the outstanding principal amount of such
Eurodollar Advances shall exceed (subject to Section 2.7) $5,000,000 or an
integral multiple of $1,000,000 in excess thereof. If any prepayment is made in
respect of any Eurodollar Advance or Competitive Bid Loan, in whole or in part,
prior to the last day of the applicable Interest Period, the Borrower agrees to
indemnify the applicable Lenders in accordance with Section 2.13.

                  (b) Mandatory Prepayments Relating to Reductions of the
Aggregate Commitments. Simultaneously with each reduction of the Aggregate
Commitments under Section 2.5, the Borrower shall prepay the Loans by the
amount, if any, by which the aggregate unpaid principal balance of the Loans
exceeds the amount of the Aggregate Commitments as so reduced. Such prepayments
shall be applied between the Revolving Credit Loans and the Competitive Bid
Loans at the discretion of the Borrower, provided that any prepayments of
Revolving Credit Loans shall be applied pro rata according the Commitment of
each Lender.

                  (c) In General. Simultaneously with each prepayment of a Loan,
the Borrower shall prepay all accrued interest on the amount prepaid through the
date of prepayment.

         2.7.     Conversions and Continuations

                  (a) The Borrower may elect from time to time to convert
Eurodollar Advances to ABR Advances by giving the Agent at least one Business
Day's prior irrevocable notice of such election (confirmed by the delivery of a
Notice of Conversion/Continuation), specifying the amount to be so converted,
provided, that any such conversion of Eurodollar Advances shall only be made on
the last day of the Interest Period applicable thereto. In addition, the
Borrower may elect from time to time to convert ABR Advances to Eurodollar
Advances and to continue Eurodollar Advances by selecting a new Eurodollar
Interest Period therefor, in each case by giving the Agent at least three
Business Days' prior irrevocable notice of such election (confirmed by the
delivery of a Notice of Conversion/Continuation), in the case of a conversion
to, or continuation of, Eurodollar Advances, specifying the amount to be so
converted and the initial Eurodollar Interest Period relating thereto, provided
that any such conversion of ABR Advances to Eurodollar Advances shall only be
made on a Business Day and any such continuation of Eurodollar Advances shall
only be made on the last day of the Eurodollar Interest Period applicable to the
Eurodollar Advances which are to be continued as such new Eurodollar Advances.
The Agent shall promptly provide the Lenders with a copy of each such Notice of
Conversion/Continuation. ABR Advances and Eurodollar Advances may be converted
or continued pursuant to this Section in whole or in part, provided that
conversions of ABR Advances to Eurodollar Advances, or continuations of
Eurodollar Advances shall be in an aggregate principal amount of $5,000,000 or
an integral multiple of $1,000,000 in excess thereof.

                  (b) Notwithstanding anything in this Section to the contrary,
no ABR Advance may be converted to a Eurodollar Advance and no Eurodollar
Advance may be continued, if a Default or Event of Default has occurred and is
continuing either at the time the Borrower shall notify the Agent of its
election to convert or continue or on the requested Conversion/Continuation
Date. In such event, such ABR Advance shall be automatically continued as an ABR
Advance, or such Eurodollar Advance shall be automatically converted to an ABR
Advance on the last day of



<PAGE>   25


the Eurodollar Interest Period applicable to such Eurodollar Advance. If an
Event of Default shall have occurred and be continuing, the Agent shall, at the
request of the Required Lenders, notify the Borrower (by telephone or otherwise)
that all, or such lesser amount as the Required Lenders shall designate, of the
outstanding Eurodollar Advances shall be automatically converted to ABR
Advances, in which event such Eurodollar Advances shall be automatically
converted to ABR Advances on the date such notice is given.

                  (c) No Interest Period selected in respect of conversion or
continuation of any Eurodollar Advance shall end after the Maturity Date.

                  (d) Each conversion or continuation shall be effected by each
Lender by applying the proceeds of its new ABR Advance or Eurodollar Advance, as
the case may be, to its Advances (or portion thereof) being converted (it being
understood that such conversion shall not constitute a borrowing for purposes of
Sections 4, 5 or 6).

                  (e) Without in any way limiting the obligation of the Borrower
to confirm in writing any telephonic notice of borrowing given to the Agent, the
Agent may act without liability upon the basis of telephonic notice of such
borrowing believed by the Agent in good faith to be from an authorized officer
of the Borrower prior to receipt of written confirmation. In each such case, the
Agent's records with regard to any such telephone notice shall be presumptively
correct, absent manifest error.

         2.8.     Interest Rate and Payment Dates

                  (a) Prior to Maturity. Except as otherwise provided in Section
2.8(b), prior to maturity, the Loans shall bear interest on the outstanding
principal balance thereof 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 or interest payable on any of the Loans or any other amount payable
under the Loan Documents shall not be paid when due (whether at the stated
maturity thereof, by acceleration or otherwise), such overdue balance or amount
shall bear interest at a rate per annum (whether before or after the entry of a
judgment thereon) equal to 2% plus the rate which would otherwise be applicable
pursuant to Section 2.8(a), from the date of such nonpayment to, but not
including, the date such balance is paid in full. All such interest shall be
payable on demand.


<PAGE>   26


                  (c) In General. Interest on ABR Advances to the extent based
on the BNY Rate shall be calculated on the basis of a 365 or 366-day year (as
the case may be), and ABR Advances to the extent based on the Federal Funds
Rate, on Eurodollar Advances and on Competitive Bid Loans shall be calculated on
the basis 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 otherwise
provided in Section 2.8(b), interest shall be payable in arrears on each
Interest Payment Date and upon each payment (including prepayment) of the Loans.
Any change in the interest rate on the Loans resulting from a change in the
Alternate Base Rate shall become effective as of the opening of business on the
day on which such change shall become effective. The Agent shall, as soon as
practicable, notify the Borrower and the Lenders of the effective date and the
amount of each such change in the BNY Rate, but any failure to so notify shall
not in any manner affect the obligation of the Borrower to pay interest on the
Loans in the amounts and on the dates required. Each determination of the
Alternate Base Rate or a Eurodollar Rate by the Agent pursuant to this Agreement
shall be conclusive and binding on all parties hereto absent manifest error. At
no time shall the interest rate payable on the Loans, together with the
Commitment Fee and all other amounts payable under the Loan Documents, to the
extent the same are construed to constitute interest, exceed the Highest Lawful
Rate. If any amount paid hereunder would exceed the maximum amount of interest
permitted by the Highest Lawful Rate, than such amount shall automatically be
reduced to such maximum permitted amount, and interest for any subsequent
period, to the extent less than the maximum amount permitted for such period by
the Highest Lawful Rate, shall be increased by the unpaid amount of such
reduction. Any interest actually received for any period in excess of such
maximum allowable amount for such period shall be deemed to have been applied as
a prepayment of the Loans. The Borrower acknowledges that to the extent interest
payable on ABR Advances is based on the BNY Rate, such Rate is 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 have not 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 in the future make
loans to other borrowers.

         2.9.     Substituted Interest Rate

                  In the event that the Agent shall have determined in the
exercise of its reasonable discretion (which determination shall be conclusive
and binding upon the Borrower) that by reason of circumstances affecting the
interbank eurodollar market either reasonable means do not exist for
ascertaining the Eurodollar Rate or the Required Lenders shall have notified the
Agent that they have determined (which determination shall be conclusive and
binding on the Borrower) that the applicable Eurodollar Rate will not adequately
and fairly reflect the cost to such Lenders of maintaining or funding loans
bearing interest based on such Eurodollar Rate, with respect to any portion of
the Revolving Credit Loans that the Borrower has requested be made as Eurodollar
Advances or Eurodollar Advances that will result from the requested conversion
or continuation of any portion of the Advances into or as Eurodollar Advances
(each, an "Affected Advance"), the Agent shall promptly notify the Borrower and
the Lenders (by telephone or otherwise, to be promptly confirmed in writing) of
such determination on or, to the extent practicable, prior to the requested
Borrowing Date or Conversion/Continuation Date for such Affected Advances. If
the Agent shall give such notice, (a) any Affected Advances shall be made as ABR
Advances, (b) the Advances (or any portion thereof) that were to have been
converted to or continued as Affected Advances shall be converted to or
continued as ABR Advances and (c) any outstanding Affected Advances shall be
converted, on the last day of the then current Interest Period with respect
thereto, to ABR Advances. Until any notice under clauses (i) or (ii), as the
case may be, of this Section has been withdrawn by the Agent (by notice to the
Borrower promptly upon either (1) the



<PAGE>   27


Agent's having determined that such circumstances affecting the interbank
eurodollar market no longer exist and that adequate and reasonable means do
exist for determining the Eurodollar Rate pursuant to Section 2.8 or (2) the
Agent having been notified by such Required Lenders that circumstances no longer
render the Advances (or any portion thereof) to be Affected Advances), no
further Eurodollar Advances shall be required to be made by the Lenders, nor
shall the Borrower have the right to convert or continue all or any portion of
the Loans to Eurodollar Advances.

         2.10     Taxes

                  (a) Payments to Be Free and Clear. Provided that all
documentation, if any, then required to be delivered by any Lender or the Agent
pursuant to Section 2.10(c) has been delivered, all sums payable by the Borrower
under the Loan Documents shall be paid free and clear of and (except to the
extent required by law) without any deduction or withholding on account of any
Tax (other than a Tax on the Overall Net Income of any Lender (for which payment
need not be free and clear, but no deduction or withholding shall be made unless
then required by applicable law)) imposed, levied, collected, withheld or
assessed by or within the United States or any political subdivision in or of
the United States or any other jurisdiction from or to which a payment is made
by or on behalf of the Borrower or by any federation or organization of which
the United States or any such jurisdiction is a member at the time of payment.

                  (b) Grossing-up of Payments. If the Borrower or any other
Person is required by law to make any deduction or withholding on account of any
such Tax from any sum paid or payable by the Borrower to the Agent or any
Lender under any of the Loan Documents:

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

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



<PAGE>   28


                       (iii) the sum payable by the Borrower to the Agent or a
Lender in respect of which the relevant deduction, withholding or payment is
required shall be increased to the extent necessary to ensure that, after the
making of that deduction, withholding or payment, the Agent or such Lender, as
the case may be, receives on the due date therefor a net sum equal to what it
would have received had no such deduction, withholding or payment been required
or made; and

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

provided that no additional amount shall be required to be paid to any Lender
under clause (iii) above except to the extent that any change after the date
hereof (in the case of each Lender listed on the signature pages hereof) or
after the date of the Assignment and Acceptance Agreement pursuant to which such
Lender became a Lender (in the case of each other Lender) in any such
requirement for a deduction, withholding or payment as is mentioned therein
shall result in an increase in the rate of such deduction, withholding or
payment from that in effect at the date of this Agreement or at the date of such
Assignment and Acceptance, as the case may be, in respect of payments to such
Lender, and provided further that any Lender claiming any additional amounts
payable pursuant to this Section 2.10 shall use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

                  (c) U.S. Tax Certificates. Each Lender that is organized under
the laws of any jurisdiction other than the United States shall deliver to the
Agent for transmission to the Borrower, on or prior to the Effective Date (in
the case of each Lender listed on the signature pages hereof) or on the
effective date of the Assignment and Acceptance Agreement pursuant to which it
becomes a Lender (in the case of each other Lender), and at such other times as
may be necessary in the determination of the Borrower or the Agent (each in the
reasonable exercise of its discretion), including, without limitation, upon the
occurrence of any event requiring a change in the most recent counterpart of any
form set forth below previously delivered by such Lender to the Borrower, such
certificates, documents or other evidence, properly completed and duly executed
by such Lender (including, without limitation, Internal Revenue Service Form
1001, Form 4224, Form W-8 or Form W-9, or any successor form, or any other
certificate or statement of exemption required by Treasury Regulations Section
1.1441-4(a) or Section 1.1441-6(c) or any successor thereto) to establish that
such Lender is not subject to deduction or withholding of United States federal
income tax under Section 1441 or 1442 of the Code or otherwise (or under any
comparable provisions of any successor statute) with respect to any payments to
such Lender of principal, interest, fees or other amounts payable under any of
the Loan Documents. The Borrower shall not be required to pay any additional
amount to any such Lender under Section 2.10(b)(iii) above if such Lender shall
have failed to satisfy the requirements of the immediately preceding sentence;
provided that if such Lender shall have satisfied such requirements on the
Effective Date (in the case of each Lender listed on the signature pages hereof)
or on the effective date of the Assignment and Acceptance Agreement pursuant to
which it became a Lender


<PAGE>   29



(in the case of each other Lender), nothing in this Section shall relieve the
Borrower of its obligation to pay any additional amounts pursuant to Section
2.10(b)(iii) in the event that, as a result of any change in applicable law,
such Lender is no longer properly entitled to deliver certificates, documents
or other evidence at a subsequent date establishing the fact that such Lender is
not subject to withholding as described in the immediately preceding sentence.

         2.11.    Illegality

                  Notwithstanding any other provisions herein, if any law,
regulation, treaty or directive, or any change therein or in the interpretation
or application thereof, shall make it unlawful for any Lender to make or
maintain its Eurodollar Advances as contemplated by this Agreement, the
commitment of such Lender hereunder to make Eurodollar Advances or convert ABR
Advances to Eurodollar Advances shall forthwith be suspended and such Lender's
Loans then outstanding as Eurodollar Advances affected hereby, if any, shall be
converted automatically to ABR Advances on the last day of the then current
Interest Period applicable thereto or on such earlier date if and as required by
law, provided that, before making any such suspension or conversion, such Lender
agrees to use reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions) to designate a different Eurodollar Lending Office
if the making of such a designation would allow such Lender or its Eurodollar
Lending Office to continue to perform its obligations to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances and would
not, in the judgment of such Lender, be otherwise disadvantageous to such
Lender. If the commitment of any Lender with respect to Eurodollar Advances is
suspended pursuant to this Section and it is thereafter lawful (in the Lender's
determination) for such Lender to make or maintain Eurodollar Advances, such
Lender's commitment to make or maintain Eurodollar Advances shall be reinstated
upon notice to either (a) the Agent and the Borrower by such Lender or (b) the
Agent and such Lender by the Borrower.

         2.12.    Increased Costs

                  (a) In the event that any law, regulation, treaty or directive
hereafter enacted, promulgated, approved or issued or any change in any
presently existing law, regulation, treaty or directive therein or in the
interpretation or application thereof (whether or not having the force of law)
by any Governmental Authority charged with the administration thereof or
compliance by any Lender (or any corporation directly or indirectly owning or
controlling such Lender) with any request or directive from any Governmental
Authority:

                       (i) does or shall subject any Lender to any Taxes of any
kind whatsoever with respect to any Eurodollar Advances or its obligations under
this Agreement to make Eurodollar Advances, or change the basis of taxation of
payments to any Lender of principal, interest or any other amount payable
hereunder in respect of its Eurodollar Advances, including any Taxes required to
be withheld from any amounts payable under the Loan Documents (except for
imposition of, or change in the rate of, Tax on the Overall Net Income of such
Lender or its Applicable Lending Office for any of such Advances by the
jurisdiction in which such Lender is incorporated or has its principal office or
such Applicable Lending Office, including, in the case of Lenders incorporated
in any State of the United States, such tax imposed by the United States); or


<PAGE>   30


                       (ii) does or shall impose, modify or make applicable any
reserve, special deposit, compulsory loan, assessment, increased cost or similar
requirement against assets held by, or deposits of, or advances or loans by, or
other credit extended by, or any other acquisition of funds by, any office of
such Lender in respect of its Eurodollar Advances which is not otherwise
included in the determination of a Eurodollar Rate; or

                       (iii) otherwise increases the cost to any Lender of
making, renewing, converting, continuing or maintaining its Eurodollar Advances
or its commitment to make such Eurodollar Advances, or reduces any amount
receivable hereunder in respect of its Eurodollar Advances,

then, in any such case, the Borrower shall pay such Lender, upon its demand, any
additional amounts necessary to compensate such Lender for such additional cost
or reduction in such amount receivable which such Lender deems to be material as
determined by such Lender; provided, however, that nothing in this Section shall
require the Borrower to indemnify the Lenders with respect to withholding Taxes
for which the Borrower has no obligation under Section 2.10, and provided
further, that before making any such demand, each Lender agrees to use
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to designate a different Applicable Lending Office if the making
of such a designation would avoid the need for, or reduce the amount of, such
increased cost and would not, in the reasonable judgment of such Lender, be
otherwise disadvantageous to such Lender. No failure by any Lender to demand
compensation for any increased cost during any Interest Period shall constitute
a waiver of such Lender's right to demand such compensation at any time,
provided, that no Lender shall be entitled to demand such compensation more than
90 days following the last day of the Interest Period in respect of which such
demand is made; provided further, however, that the foregoing proviso shall in
no way limit the right of any Lender to demand or receive such compensation to
the extent that such compensation relates to the retroactive application of any
law, regulation, treaty or directive described above if such demand is made
within 90 days after the implementation of such retroactive law, interpretation,
treaty or directive. A statement setting forth the calculations of any
additional amounts payable pursuant to the foregoing submitted by a Lender to
the Borrower shall be conclusive absent manifest error.

                  (b) In the event that any Lender shall determine (which
determination shall, absent manifest error, be conclusive and binding upon all
parties hereto), during any Eurodollar Interest Period during which a Eurodollar
Advance of such Lender shall be outstanding, that such Lender shall be required
to maintain reserves (i) (including, without limitation, marginal, emergency,
supplemental and special reserves) as established by the Board of Governors of
the Federal Reserve System or any other banking authority to which such Lender
is subject, in respect of eurocurrency funding (currently referred to as
"Eurocurrency liabilities" in Regulation D of the Board of Governors of the
Federal Reserve System) of such Lender or (ii) in respect of any other category
of liabilities, including deposits by reference to which the interest rate on
such Eurodollar Advance is determined, or any category of extensions of credit
or other assets, which includes loans by non-domestic offices of such Lender to
United States Residents, then such Lender shall promptly notify the Borrower by
telephone (confirmed thereafter by fax or other writing), specifying the
additional amounts required to indemnify such Lender against the cost of
maintaining such reserves (such written notice to provide in reasonably
sufficient detail the computation of such additional amounts), whereupon the
Borrower shall pay to such Lender, on the applicable Interest Payment Dates with
respect to the Eurodollar Advances of such Lender, such specified amounts as
additional interest with respect to such Lender's Eurodollar Advances
outstanding at such time or at any time thereafter



<PAGE>   31


(provided that, with respect to any subsequent Eurodollar Advances of such
Lender, no further or additional claims need be made by such Lender to the
Borrower with respect to such reserve requirements, provided further, however,
that such Lender shall promptly notify the Borrower if such reserve requirements
cease to exist). In connection with the foregoing, Eurodollar Advances shall be
deemed to constitute Eurocurrency liabilities and as such shall be deemed to be
subject to such reserve requirements without benefit of credits for proration,
exceptions or offsets which may be available from time to time to any Lender
under Regulation D.

         2.13.    Indemnification for Loss

                  Notwithstanding anything contained herein to the contrary, if
the Borrower shall fail to borrow, convert or continue an Advance after it shall
have given notice to do so in which it shall have requested a Eurodollar Advance
pursuant to Section 2.3 or 2.7, as the case may be, or if the Borrower shall
fail to borrow a Competitive Bid Loan after it shall have accepted one or more
offers therefor pursuant to Section 2.4, or if a Eurodollar Advance or a
Competitive Bid Loan shall be terminated for any reason prior to the last day of
the Interest Period applicable thereto, or if any repayment or prepayment of
the principal amount of a Eurodollar Advance or a Competitive Bid Loan is made
for any reason on a date which is prior to the last day of the Interest Period
applicable thereto, the Borrower agrees to indemnify each Lender against, and to
pay on demand directly to such Lender, any loss or expense suffered by such
Lender as a result of such failure to borrow, convert or continue, termination,
repayment or prepayment, including an amount, if greater than zero, equal to:


                                  A x (B-C) x  D
                                              ---
                                              360

where:


"A"      equals such Lender's (i) Commitment Percentage of the Affected
         Principal Amount in the case of Eurodollar Advances or (ii) the
         Affected Principal Amount in the case of Competitive Bid Loans;

"B"      equals the Eurodollar Rate (expressed as a decimal) applicable to such
         Eurodollar Advances or the Bid Rate applicable to such Competitive Bid
         Loan;

"C"      equals the applicable Eurodollar Rate or Proposed Bid Rate (in each
         case expressed as a decimal), as the case may be, in effect on or about
         the first day of the applicable Remaining Interest Period, based on the
         applicable rates offered or bid, as the case may be, on or about such
         date, for deposits (or, in the case of a Proposed Bid Rate, based on
         the rate such Lender would have quoted) in an amount equal
         approximately to such Lender's (i) Commitment Percentage of the
         Affected Principal Amount in the case of Eurodollar Advances or (ii)
         the Affected Principal Amount in the case of Competitive Bid Loans with
         an Interest Period equal approximately to the applicable Remaining
         Interest Period, as determined by such Lender;

"D"      equals the number of days from and including the first day of the
         applicable Remaining Interest Period to but excluding the last day of
         such Remaining Interest Period;

<PAGE>   32
and any other out-of-pocket loss or expense (including any internal processing
charge customarily charged by such Lender) suffered by such Lender in connection
with such Eurodollar Advance, including, without limitation, in liquidating or
employing deposits acquired to fund or maintain the funding of its Commitment
Percentage of the Affected Principal Amount, or redeploying funds prepaid or
repaid, in amounts which correspond to its Commitment Percentage of the Affected
Principal Amount. Each determination by the Agent or a Lender pursuant to this
Section shall be conclusive and binding on the Borrower absent manifest error.

         2.14.    Survival of Certain Obligations

                  The obligations of the Borrower under Sections 2.9, 2.10,
2.11, 2.12, 2.13, 2.16, 11.5 and 11.11 shall survive the termination of the
Aggregate Commitments, the payment of the Notes and all other amounts payable
under the Loan Documents.

         2.15.    Use of Proceeds

                  The proceeds of the Loans shall be used solely for the
Borrower's general corporate purposes not inconsistent with the provisions
hereof, including, without limitation, the provisions set forth in Section 4.9.

         2.16.    Capital Adequacy

                  If the amount of capital required or expected to be maintained
by any Lender or any Person directly or indirectly owning or controlling such
Lender (each a "Control Person"), shall be affected by the introduction or
phasing in of any law, rule or regulation after the Effective Date, any change
after the Effective Date in the interpretation of any existing law, rule or
regulation by any Governmental Authority charged with the administration
thereof, or compliance by such Lender or such Control Person with any directive,
guideline or request from any Governmental Authority (whether or not having the
force of law) promulgated or made after the Effective Date, and such Lender
shall have reasonably determined that such introduction, phasing in, change or
compliance shall have had or will thereafter have the effect of reducing (A) the
rate of return on such Lender's or such Control Person's capital, or (B) the
asset value to such Lender or such Control Person of the Loans made or
maintained by such Lender, in either case to a level below that which such
Lender or such Control Person could have achieved or would thereafter be able to
achieve but for such introduction, phasing in, change or compliance (after
taking into account such Lender's or such Control Person's policies regarding
capital adequacy) by an amount deemed by such Lender to be material to such
Lender or Control Person, then, within ten days after demand by such Lender, the
Borrower shall pay to such Lender or such Control Person such additional amount
or amounts as shall be sufficient to compensate such Lender or such Control
Person, as the case may be, for such reduction, provided, that no Lender shall
be entitled to demand such compensation more than 120 days following the last
day of the fiscal year of such Lender during which such capital requirement was
applicable and in respect of which such Lender is seeking compensation; provided
further, however, that the foregoing proviso shall in no way limit the right of
any Lender to demand or receive such compensation to the extent that such
compensation relates to the retroactive application by such Governmental
Authority of any law, rule, regulation, interpretation or phasing in described
above if such demand is made within 120 days after the implementation of such
retroactive law, rule, regulation, interpretation or phasing in. A statement as
to such amounts submitted by a Lender to the Borrower and the Agent shall
constitute such demand and shall be conclusive absent manifest error.



<PAGE>   33


         2.17.    Lenders' Records

                  Each Lender's records regarding the amount of each Loan, each
payment by the Borrower of principal and interest on the Loans and other
information relating to the Loans shall be presumptively correct absent manifest
error.

         2.18.    Extension of Commitment Period

                  (a) Provided that no Default or Event of Default shall exist,
the Borrower may request that the Commitment Period be extended for up to 364
days by giving written notice thereof (each an "Extension Request") to the Agent
at any time during the period which is not more than 75 days nor less than 35
days prior to the then current Maturity Date and, upon receipt of each such
notice, the Agent shall promptly notify each Lender thereof. Each Lender shall
endeavor to respond to each Extension Request by no later than 25 days prior to
the then current Maturity Date, provided that each Lender which shall have
failed so to respond by such time shall be deemed not to have consented thereto.
Unless all of the Lenders shall have consented in accordance with this Section
2.8, to such extension, the then current Maturity Date shall not be extended and
shall remain in full force and effect. In the event that Lenders having
Commitments equal to or more than 75% of the Aggregate Commitments shall not
have consented, in accordance with this Section 2.18, to such extension, the
then current Maturity Date shall not be extended and shall remain in full force
and effect. In the event that all Lenders shall have so consented, then on the
date upon which the last such consent shall have been received by the Agent, the
then existing Maturity Date shall be extended to the day which is 364 days after
such date (or, if such date is not a Business Day, the Business Day immediately
preceding such day).

                  (b) Notwithstanding any provision of Section 2.18(a) to the
contrary, in the event Lenders having Commitments equal to or more than 75% of
the Aggregate Commitments consent to an extension of the Maturity Date pursuant
to Section 2.18(a) (the "Continuing Lenders"), the Borrower shall have the
right, provided no Default or Event of Default shall have occurred and be
continuing, to replace or remove any Lender that did not so consent (each a
"Non-Extending Lender") by giving the Agent notice, no later than 20 days prior
to the then current Maturity Date, of its intent to extend such Maturity Date.
On or prior to the then current Maturity Date, the Borrower shall replace each
Non-Extending Lender with either an existing Lender willing to assume such
Non-Extending Lender's Commitment or with another Eligible Assignee willing to
assume such Non-Extending Lender's Commitment. In the event of a replacement of
a Non-Extending Lender, such Non-Extending Lender agrees to assign its rights
and obligations under the Loan Documents to an Eligible Assignee selected by the
Borrower with the consent of the Agent (which consent shall not be unreasonably
withheld) upon payment by or on behalf of such Eligible Assignee to such
Non-Extending Lender of such Non-Extending Lender's Commitment Percentage of all
outstanding Loans and accrued interest, fees and other sums payable under the
Loan Documents and to execute and deliver such documents evidencing such
assignment as shall be necessary or reasonably requested by the Borrower and
reasonably satisfactory to such Non-Extending Lender. In the event that the
Borrower shall have elected to replace or remove a Lender pursuant to this
Section 2.18(b), then on the date, if any, upon which all of the Borrower
obligations under this

<PAGE>   34


Section 2.18(b) shall have been satisfied, if any, the then existing Maturity
Date shall be extended to the day which is 364 days after such date (or, if such
date is not a Business Day, the Business Day immediately preceding such day),
provided, however, that if the Borrower shall not have satisfied such
obligations on or prior to the then existing Maturity Date, such Maturity Date
shall not be extended.

         2.19.    Substitution of Lender

                  In the event that the Borrower becomes obligated to pay
additional amounts to any Lender pursuant to Sections 2.10, 2.12 or 2.16, the
Borrower may, within 60 days of the demand by such Lender for such additional
amounts, and subject to the consent of the Agent (which consent shall not be
unreasonably withheld), designate an Eligible Assignee to purchase the Loans of
such Lender and such Lender's rights hereunder, without recourse to or warranty
by or expense to, such Lender, for a purchase price equal to the outstanding
principal amount of such Lender's Loans plus any accrued but unpaid interest
thereon and accrued but unpaid Facility Fees in respect of such Lender's
Commitment and any other amounts payable to such Lender hereunder, and to assume
all the obligations of such Lender hereunder, and, upon such purchase, such
Lender shall no longer be a party hereto or have any rights hereunder (except
those that survive full repayment hereunder) and shall be relieved from all
obligations to the Borrower hereunder, and the Eligible Assignee shall succeed
to the rights and obligations of such Lender hereunder. The Borrower shall
execute and deliver to such Eligible Assignee a Note. Notwithstanding anything
herein to the contrary, in the event that a Lender is replaced pursuant to this
Section 2.19, such Lender shall be entitled to receive the additional amounts to
which it would be entitled pursuant to Sections 2.10, 2.12, 2.13 and 2.16 had it
not been so replaced.


3.       FEES; PAYMENTS

         3.1.     Facility Fee

                  The Borrower agrees to pay to the Agent, for the account of
the Lenders in accordance with each Lender's Commitment Percentage, during the
period from and including the Effective Date through but excluding the Maturity
Date, a fee (the "Facility Fee") equal to the Applicable Facility Fee Percentage
per annum of the average daily sum of the Aggregate Commitments, regardless of
usage, during such period. The Facility Fee shall 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 in the Aggregate Commitments (to the
extent of such reduction) and (iii) on the Maturity Date. The Facility Fee shall
be calculated on the basis of a 365/366-day year for the actual number of days
elapsed.


<PAGE>   35


         3.2.     Agent's Fees

                  The Borrower agrees to pay to the Agent, for its own account,
such fees as have been agreed to in writing by the Borrower and the Agent.

         3.3.     Pro Rata Treatment and Application of Principal Payments

                  Each payment, including each prepayment, of principal and
interest on the Loans and of the Facility Fee shall be made by the Borrower to
the Agent at its office set forth in Section 11.2 in funds immediately available
to the Agent at such office by 12:00 Noon on the due date for such payment, and,
promptly upon receipt thereof by the Agent, shall be remitted by the Agent in
like funds as received, to the Lenders according to the Commitment Percentage of
each Lender, in the case of the Facility Fee, pro rata according to the
aggregate outstanding principal balance of the Revolving Credit Loans, in the
case of principal and interest due thereon, and to the applicable Lender in the
case of principal and interest due on a Competitive Bid Loan. The failure of the
Borrower to make any such payment by such time shall not constitute a default
hereunder, provided that such payment is made on such due date, but any such
payment made after 12:00 Noon on such due date shall be deemed to have been made
on the next Business Day for the purpose of calculating interest on amounts
outstanding on the Loans. If any payment hereunder or under the Notes shall be
due and payable on a day which is not a Business Day, the due date thereof
(except as otherwise provided in the definition of Interest Period) shall be
extended to the next Business Day and (except with respect to payments in
respect of the Facility Fee) interest shall be payable at the applicable rate
specified herein during such extension.


 4.      REPRESENTATIONS AND WARRANTIES

    In order to induce the Agent and the Lenders to enter into this Agreement
and to make the Loans, the Borrower makes the following representations and
warranties to the Agent and each Lender:

         4.1.     Subsidiaries; Capitalization

                  The Borrower has only the Subsidiaries set forth on Schedule
4.1. The shares of each corporate Subsidiary are duly authorized, validly
issued, fully paid and nonassessable and are owned free and clear of any Liens.
The interest of the Borrower in each non-corporate Subsidiary is owned free and
clear of any Liens.

         4.2.     Existence and Power

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


<PAGE>   36


         4.3.     Authority

                  The Borrower has full legal power and authority to enter into,
execute, deliver and perform the terms of the Loan Documents and to make the
borrowings contemplated hereby and by the Notes, to execute, deliver and carry
out the terms 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 or other applicable action and are in full compliance with its charter
or by-laws or its other organization documents.

         4.4.     Binding Agreement

                  The Loan Documents (other than the Notes) constitute, and the
Notes, when issued and delivered pursuant hereto for value received, will
constitute, the valid and legally binding obligations of the Borrower,
enforceable in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and general principles of equity.

         4.5.     Litigation and Regulatory Proceedings

                  Except as disclosed in any of the Borrower's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, the Borrower's Annual
Report to Stockholders for the fiscal year ended December 31, 1997, the
Borrower's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1998, or Schedule 4.5, there are no actions, suits or proceedings at law or in
equity or by or before any Governmental Authority (whether or not purportedly on
behalf of the Borrower or any of its Subsidiaries) pending or, to the knowledge
of the Borrower, threatened against the Borrower or any of its Subsidiaries,
which if adversely determined, could individually or in the aggregate reasonably
be expected to have a Material Adverse Effect, except that the commencement by
the Borrower or any Governmental Authority of a rate proceeding or earnings
review before such Governmental Authority shall not constitute such a pending or
threatened action, suit or proceeding unless and until such Governmental
Authority has made a final determination thereunder that could reasonably be
expected to have a Material Adverse Effect, call into question the validity or
enforceability of any of the Loan Documents, or could reasonably be expected to
result in the rescission, termination or cancellation of any material franchise,
right, license, permit or similar authorization held by the Borrower or any of
its Subsidiaries.

         4.6.     Required Consents

                  Except for information filings required to be made in the
ordinary course of business which are not a condition to the Borrower's
performance under the Loan Documents, no consent, authorization or approval of,
filing with, notice to, or exemption by, stockholders, any Governmental
Authority or any other Person is required to authorize, or is required in
connection with the execution, delivery and performance of the Loan Documents or
is required as a condition to the validity or enforceability of the Loan
Documents, except the FERC Order, which has been obtained prior to the Effective
Date and is in full force and effect and not subject to any appeals period
(except that with respect to the FERC Order, an appeal therefrom may be filed up
to September 11, 1998). The FERC Order expires August 12, 2000.


<PAGE>   37



         4.7.     No Conflicting Agreements, Compliance with Laws

                  (a) Neither the Borrower nor any of its Subsidiaries is in
default (i) under any mortgage, indenture, contract or agreement to which it is
a party or by which it or any of its Property is bound or (ii) with respect to
any judgment, order, writ, injunction, decree or decision of any Governmental
Authority, the effect of which default could reasonably be expected to have a
Material Adverse Effect. The execution, delivery or carrying out of the terms of
the Loan Documents will not constitute a default under, or require the mandatory
repayment of, or result in the creation or imposition of, or obligation to
create, any Lien upon any Property of the Borrower or any of its Subsidiaries
pursuant to the terms of, any such mortgage, indenture, contract or agreement.

                  (b) Each of the Borrower and its Subsidiaries (i) is complying
in all material respects with all statutes, regulations, rules and orders
applicable to the Borrower or such Subsidiary of all Governmental Authorities,
including, without limitation, Environmental Laws and ERISA, a violation of
which could individually or in the aggregate reasonably be expected to have a
Material Adverse Effect and (ii) has filed or caused to be filed all tax returns
required to be filed and has paid, or has made adequate provision for the
payment of, all taxes shown to be due and payable on said returns or in any
assessments made against it (other than those being contested as permitted under
Section 7.4) which would be material to the Borrower or any of its Subsidiaries,
and no tax Liens have been filed with respect thereto.

         4.8.     Governmental Regulations

                  Neither the Borrower nor any of its Subsidiaries is (i) an
"investment company" or a company "controlled" by an "investment company" as
defined in, or is otherwise subject to regulation under, the Investment Company
Act of 1940, as amended, or (ii) a "holding company", or an "affiliate" or
"subsidiary company" of a "holding company", as those terms are defined in, or
is otherwise subject to regulation under, the Public Utility Holding Company Act
of 1935, as amended.

         4.9.     Federal Reserve Regulations; Use of Loan Proceeds

                  Neither the Borrower nor any of its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock. No part of
the proceeds of the Loans will be used, directly or indirectly, for a purpose
which violates any law, rule or regulation of any Governmental Authority,
including, without limitation, the provisions of Regulations T, U or X of the
Board of Governors of the Federal Reserve System, as amended. No part of the
proceeds of the Loans will be used, directly or indirectly, to purchase or carry
Margin Stock or to extend credit to others for the purpose of purchasing or
carrying Margin Stock.


         4.10.    Plans

                  The only Pension Plan in effect as of the Effective Date is
The Central Louisiana Electric Company, Inc. Pension Plan. Each Employee Benefit
Plan of the Borrower, its Subsidiaries and their respective ERISA Affiliates is
in compliance with ERISA and the Code, where applicable, in all material
respects. The Borrower, its Subsidiaries and/or any ERISA Affiliate has, made
all contributions or payments to or under each such Pension Plan required by law
or the terms of such Pension Plan or any contract or agreement with respect
thereto, and none of the Borrower, its


<PAGE>   38


Subsidiaries or any of their respective ERISA Affiliates has incurred or expects
to incur any withdrawal liability or other liability (including any joint and
several liability) to the PBGC under ERISA. Neither the Borrower, any Subsidiary
or any ERISA Affiliate is party to any Multiemployer Plan.

         4.11.    Financial Statements

                  The Borrower has heretofore delivered to the Agent and the
Lenders copies of its Form 10-K for the fiscal year ended December 31, 1997,
containing the audited Consolidated Balance Sheets of the Borrower and its
Subsidiaries and the related Consolidated Statements of Operations,
Stockholder's Equity and Cash Flows for the period then ended, and its Form 10-Q
for the fiscal quarter ended March 31, 1998, containing the unaudited
Consolidated Balance Sheet of the Borrower and its Subsidiaries for such fiscal
quarter, together with the related Consolidated Statements of Operations and
Cash Flows for the fiscal quarter then ended (with the applicable related notes
and schedules, the "Financial Statements"). The Financial Statements have been
prepared in accordance with GAAP and fairly present the Consolidated financial
condition and results of the operations of the Borrower and its Subsidiaries as
of the dates and for the periods indicated therein. Since December 31, 1997, the
Borrower and each of its Subsidiaries has conducted its business only in the
ordinary course and there has been no Material Adverse Change.

         4.12.    Property

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

         4.13.    Environmental Matters

                  (a) To the best knowledge of the Borrower, the Borrower and
each of its Subsidiaries is in compliance in all material respects with the
requirements of all applicable Environmental Laws.

                  (b) To the best knowledge of the Borrower, no Hazardous
Substances have been generated or manufactured on, transported to or from,
treated at, stored at or discharged from any Real Property in violation of any
Environmental Laws; no Hazardous Substances have been discharged into subsurface
waters under any Real Property in violation of any Environmental Laws; no
Hazardous Substances have been discharged from any Real Property on or into
Property or waters (including subsurface waters) adjacent to any Real Property
in violation of any Environmental Laws; and there are not now, nor ever have
been, on any Real Property any underground or above ground storage tanks of the
Borrower or any of its Subsidiaries regulated under any Environmental Laws;
except for such of the foregoing actions, events or conditions, which,
individually or collectively, could not reasonably be expected to have a
Material Adverse Effect.

                  (c) Except as described in Schedule 4.13, neither the Borrower
nor any of its Subsidiaries 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
or investigation indicating or concerning any potential or actual material
liability (including, without limitation, potential liability for enforcement,
investigatory costs, 


<PAGE>   39


cleanup costs, government response costs, removal costs, remediation costs,
natural resources damages, Property damages, personal injuries or penalties)
arising in connection with: (x) any material non-compliance with or violation of
the requirements of any applicable Environmental Laws, or (y) the presence of
any Hazardous Substance on any Real Property (or any Real Property previously
owned by the Borrower or any of its Subsidiaries) or the release or threatened
release of any Hazardous Substance into the environment which individually or
collectively could reasonably be expected to have a Material Adverse Effect or
has any overtly threatened or actual liability in connection with the presence
of any Hazardous Substance on any Real Property (or any Real Property previously
owned by the Borrower or any of its Subsidiaries) or the release or threatened
release of any Hazardous Substance into the environment.

         4.14.    Year 2000 Issue

                  Each of the Borrower and each of its Subsidiaries has reviewed
the effect of the Year 2000 Issue on the computer software, hardware and
firmware systems and equipment containing embedded microchips owned or operated
by or for the Borrower and each Subsidiary or used or relied upon in the conduct
of their business (including systems and equipment supplied by others or with
which such computer systems of the Borrower and the Subsidiaries interface). The
costs to the Borrower and the Subsidiaries of any reprogramming required as a
result of the Year 2000 Issue to permit the proper functioning of such systems
and equipment and the proper processing of data, and the testing of such
reprogramming, and of the reasonably foreseeable consequences of the Year 2000
Issue to the Borrower or any of the Subsidiaries (including reprogramming errors
and the failure of systems or equipment supplied by others) are not reasonably
expected to result in a De fault or Event of Default or to have a Material
Adverse Effect.


5.       CONDITIONS TO EFFECTIVENESS

    This Agreement shall not become effective until such time as each of the
following conditions precedent shall have been satisfied (or waived in
accordance with Section 11.1):

         5.1.     Evidence of Action

                  The Agent shall have received a certificate, dated the
Effective Date, of the Secretary or Assistant Secretary of the Borrower
attaching a true and complete copy of the resolutions of its Board of Directors
and of all documents evidencing other necessary corporate action (in form and
substance satisfactory to the Agent) taken by it to authorize the Loan Documents
and the transactions contemplated thereby, attaching a true and complete copy
of its charter and by-laws, setting forth the incumbency of its officer or
officers who may sign the Loan Documents, including therein a signature specimen
of such officer or officers and attaching a certificate of good standing of the
Secretary of State of the jurisdiction of its incorporation.

         5.2.     This Agreement

                  The Agent (or Special Counsel) shall have received, in respect
of each Person listed on the signature pages of this Agreement, either a
counterpart signature page hereof signed on behalf of such Person, or written
evidence satisfactory to the Agent (which may include a facsimile transmission
of a signed signature page of this Agreement) that a counterpart signature page
hereof has been signed on behalf of such Person.



<PAGE>   40


         5.3.     Notes

                  The Agent shall have received a Note for each Lender, dated
the Effective Date, duly executed by a duly authorized officer of the Borrower.

         5.4.     Approvals

                  The Agent shall have received a certificate of a duly
authorized officer of the Borrower, dated the Effective Date, to the effect that
all approvals and consents of all Persons required to be obtained in connection
with the consummation of the transactions contemplated by the Loan Documents
have been duly obtained and are in full force and effect, and that all required
notices have been given and all required waiting periods have expired, attaching
thereto true and complete copies of all such required governmental and
regulatory authorizations and approvals, including, without limitation, approval
of the FERC.

         5.5      Certain Agreements

                  The Agent shall have received a certificate of an officer of
the Borrower, in form and substance satisfactory to the Agent, certifying that
there have been no amendments or other modifications to either the CLECO
Mortgage or the Employee Stock Ownership Plan, or, if so, setting forth the same
in which case any such amendment or modification shall be in form and substance
satisfactory to the Agent.

         5.6.     Opinion of Counsel to the Borrower

                  The Agent shall have received an opinion of Phelps Dunbar,
L.L.P., counsel to the Borrower, addressed to the Agent, the Lenders and Special
Counsel, and dated the Effective Date, substantially in the form of Exhibit K,
and covering such additional matters as the Required Lenders may reasonably
request. It is understood that such opinion is being delivered to the Agent and
the Lenders upon the direction of the Borrower and that the Agent and the
Lenders may and will rely upon such opinion.

         5.7.     Fees

                  All fees payable to the Agent on the Effective Date, and the
fees and expenses of Special Counsel incurred and recorded to date in connection
with the preparation, negotiation and closing of the Loan Documents, shall have
been paid.

6.       CONDITIONS OF LENDING - ALL LOANS

    The obligation of each Lender to make any Loan (which shall not include a
continuation or conversion of a Loan pursuant to and in accordance with Section
2.7) is subject to the satisfaction of the following conditions precedent as of
the date of such Loan:



<PAGE>   41


         6.1.     Compliance

                  On each Borrowing Date and after giving effect to the Loans to
be made thereon, there shall exist no Default or Event of Default, the
representations and warranties contained in the Loan Documents shall be true and
correct with the same effect as though such representations and warranties had
been made on such Borrowing Date except to the extent such representations and
warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true and correct on and as of
such earlier date, and since December 31, 1997, there has been no Material
Adverse Change. Each borrowing by the Borrower shall constitute a certification
by the Borrower as of such Borrowing Date that each of the foregoing matters is
true and correct in all respects.

         6.2.     Borrowing Request; Competitive Bid Request

                  In the case of the borrowing of Revolving Credit Loans, the
Agent shall have received a Borrowing Request, and in the case of a borrowing of
a Competitive Bid Loan, the Agent shall have received a Competitive Bid Request
and such other documents required pursuant to Section 2.4, in each case duly
executed by a duly authorized officer of the Borrower.

         6.3.     Law

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

         6.4.     Other Documents

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


7.      AFFIRMATIVE COVENANTS

                  The Borrower agrees that, so long as this Agreement is in
effect, any Loan remains outstanding and unpaid, or any other amount is owing
under any Loan Document to any Lender or the Agent, the Borrower shall:

         7.1.     Financial Statements

                  Maintain a standard system of accounting in accordance with
GAAP, and furnish or cause to be furnished to the Agent and each Lender:



<PAGE>   42


                  (a) As soon as available, but in any event within 120 days
after the end of each fiscal year, a copy of Borrower's Annual Report on Form
10-K in respect of such fiscal year required to be filed by the Borrower with
the SEC, together with the financial statements attached thereto.

                  (b) As soon as available, but in any event within 60 days
after the end of each fiscal quarter, a copy of the Borrower's Quarterly Report
on Form 10-Q in respect of such fiscal quarter required to be filed by the
Borrower with the SEC, together with the financial statements attached thereto.

                  (c) Within 60 days after the end of each of the first three
fiscal quarters (120 days after the end of the last fiscal quarter), a
certificate of the chief financial officer of the Borrower (or such other
officer as shall be acceptable to the Agent) as to the Borrower's compliance, as
of such fiscal quarter ending date, with Section 7.11, and as to the occurrence
or continuance of no Default or Event of Default as of such fiscal quarter
ending date and the date of such certificate.

                  (d) Such other information as the Agent or any Lender may
reasonably request from time to time.

         7.2.     Certificates; Other Information

                  Furnish to the Agent and each Lender:

                  (a) Prompt written notice if: there shall occur and be
continuing a Default or an Event of Default or a Material Adverse Change shall
have occurred;

                  (b) Prompt written notice of: any material citation, summons,
subpoena, order to show cause or other document naming the Borrower or any of
its Subsidiaries a party to any proceeding before any Governmental Authority,
and include with such notice a copy of such citation, summons, subpoena, order
to show cause or other document or any lapse or other termination of, or
refusal to renew or extend, any material Intellectual Property, license, permit,
franchise or other authorization issued to the Borrower or any of its
Subsidiaries by any Person or Governmental Authority, and any of the foregoing
set forth in this subsection (b) could, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect or call into question
the validity or enforceability of any of the Loan Documents;

                  (c) Promptly upon becoming available, copies of all regular,
periodic or special reports, schedules and other material which the Borrower or
any of its Subsidiaries may be required to file with or deliver to any
securities exchange or the SEC, or any other Governmental Authority succeeding
to the functions thereof, material news releases and annual reports relating to
the Borrower or any of its Subsidiaries and (iii) upon the written request of
the Agent, reports that the Borrower or any of its Subsidiaries sends to or
files with the FERC;

                  (d) Prompt written notice of any order, notice, claim or
proceeding received by, or brought against, the Borrower or any of its
Subsidiaries, or with respect to any of the Real Property, under any
Environmental Law, that could reasonably be expected to have a Material Adverse
Effect;


<PAGE>   43


                  (e) Prompt written notice of any change by either Moody's or
S&P in the rating on the Borrower's first mortgage bonds; and

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

         7.3.     Legal Existence

                  Maintain its legal existence in good standing in the
jurisdiction of its incorporation or formation and in each other jurisdiction in
which the failure so to do could reasonably be expected to have a Material
Adverse Effect, and cause each of its Subsidiaries to maintain its legal
existence in good standing in each jurisdiction in which the failure so to do
could reasonably be expected to have a Material Adverse Effect.

         7.4.     Taxes

                  Pay and discharge when due, and cause each of its Subsidiaries
so to do, all Taxes, assessments and governmental charges, license fees and
levies upon, or with respect to the Borrower or such Subsidiary and all Taxes
upon the income, profits and Property of the Borrower and its Subsidiaries,
which if unpaid, could individually or collectively reasonably be expected to
have a Material Adverse Effect or become a Lien on the Property of the Borrower
or such Subsidiary (other than a Lien described in 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 by appropriate proceedings 
diligently conducted by the Borrower or such Subsidiary, provided that the 
Borrower shall give the Agent prompt notice of such contest and that such 
reserve or other appropriate provision as shall be required by the Accountants 
in accordance with GAAP shall have been made therefor.

         7.5.     Insurance

                  Maintain, and cause each of its Subsidiaries to maintain, with
financially sound and reputable insurance companies insurance on all its
Property in at least such amounts and against at least such risks (but including
in any event public liability and business interruption coverage) as are usually
insured against in the same general area by companies engaged in the same or a
similar business; and furnish to the Agent, upon written request of any Lender,
full information as to the insurance carried.

         7.6.     Payment of Indebtedness and Performance of Obligations

                  Pay and discharge when due, and cause each of its Subsidiaries
to pay and discharge, all lawful Indebtedness, obligations and claims for labor,
materials and supplies or otherwise which, if unpaid, could individually or
collectively reasonably be expected to have a Material Adverse Effect, or
become a Lien upon Property of the Borrower or any of its Subsidiaries other
than a Permitted Lien, unless and to the extent only that the validity of such
Indebtedness, obligation or claim shall be contested in good faith and by
appropriate proceedings diligently conducted by it, provided that the Borrower
shall give the Agent prompt notice of any such contest and that such reserve or
other appropriate provision as shall be required by the Accountants in
accordance with GAAP shall have been made therefor.


<PAGE>   44


         7.7.     Condition of Property

                  At all times, maintain, protect and keep in good repair,
working order and condition (ordinary wear and tear excepted), and cause each of
its Subsidiaries so to do, all Property necessary to the operation of the
Borrower's or such Subsidiary's material businesses.

         7.8.     Observance of Legal Requirements

                  Observe and comply in all respects, and cause each of its
Subsidiaries so to do, with all laws, ordinances, orders, judgments, rules,
regulations, certifications, franchises, permits, licenses, directions and
requirements of all Governmental Authorities, which now or at any time hereafter
may be applicable to it, including, without limitation, ERISA and all
Environmental Laws, a violation of which could individually or collectively
reasonably be expected to have a Material Adverse Effect, except such thereof as
shall be contested in good faith and by appropriate proceedings diligently
conducted by it, provided that the Borrower shall give the Agent prompt notice
of such contest and that such reserve or other appropriate provision as shall be
required by the Accountants in accordance with GAAP shall have been made
therefor.

         7.9.     Inspection of Property; Books and Records; Discussions

                  Keep proper books of record and account in which full, true
and correct entries in conformity with GAAP and all requirements of law shall be
made of all dealings and transactions in relation to its business and activities
and permit representatives of the Agent and any Lender to visit its offices, to
inspect any of its Property and examine and make copies or abstracts from any of
its books and records at any reasonable time and as often as may reasonably be
desired, and to discuss the business, operations, prospects, licenses, Property
and financial condition of the Borrower and its Subsidiaries with the officers
thereof and the Accountants; provided that, so long as no Default or Event of
Default exists, none of the Agent, its agents and representatives nor the
Lenders shall be entitled to examine or make copies or abstracts of, or
otherwise obtain information with respect to, the Borrower's records relating to
pending or threatened litigation if any such disclosure by the Borrower could
reasonably be expected (i) to give rise to a waiver of any attorney/client
privilege of the Borrower or any of its Subsidiaries relating to such
information or (ii) to be otherwise materially disadvantageous to the Borrower
or any of its Subsidiaries in the defense of such litigation.

         7.10.    Licenses, Intellectual Property

                  Obtain or maintain, as applicable, and cause each of its
Subsidiaries to obtain or maintain, as applicable, in full force and effect, all
licenses, franchises, Intellectual Property, permits, authorizations and other
rights as are necessary for the conduct of its business and the failure of which
to obtain or maintain could individually or collectively, reasonably be expected
to have a Material Adverse Effect.



<PAGE>   45


         7.11.    Capitalization

                  Maintain, as of the last day of each fiscal quarter, Common
Equity equal to at least 30% of Total Capitalization.

         7.12.    Year 2000 Issue

                  Take, and shall cause each of its Subsidiaries to take, all
necessary action to complete by December 31, 1999, the reprogramming of computer
software, hardware and firmware systems and equipment containing embedded
microchips owned or operated by or for the Borrower and its Subsidiaries or used
or relied upon in the conduct of their business (including systems and equipment
supplied by others or with which such systems of the Borrower or any of its
Subsidiaries interface) required as a result of the Year 2000 Issue to permit
the proper functioning of such computer systems and other equipment and the
testing of such systems and equipment, as so reprogrammed, except where the
failure to do such reprogramming or testing could not reasonably be expected to
have a Material Adverse Effect. At the request of the Agent, the Borrower shall
provide, and shall cause each of its Subsidiaries to provide, to the Agent
reasonable assurance of its compliance with the preceding sentence.


 8.      NEGATIVE COVENANTS

    The Borrower agrees that, so long as this Agreement is in effect, any Loan
remains out standing and unpaid, or any other amount is owing under any Loan
Document to any Lender or the Agent, the Borrower shall not, directly or
indirectly:

         8.1.     Liens

                  Create, incur, assume or suffer to exist any Lien upon any of
its Property, whether now owned or hereafter acquired, or permit any of its
Subsidiaries so to do, except:

                  (a) Liens for Taxes, assessments or similar charges incurred
 in the ordinary course of business which are not delinquent or which are being
 contested in accordance with Section 7.4, provided that enforcement of such
 Liens is stayed pending such contest;

                  (b) Liens in connection with workers' compensation,
 unemployment insurance or other social security obligations (but not ERISA), in
 connection with deposits or pledges to secure bids, tenders, contracts (other
 than contracts for the payment of money), leases, statutory obligations, surety
 and appeal bonds and other obligations of like nature arising in the ordinary
 course of business, in connection with zoning ordinances, easements, rights of
 way, minor defects, irregularities, and other similar restrictions affecting
 real Property which do not adversely affect the value of such real Property or
 the financial condition of the Borrower or such Subsidiary or impair its use
 for the operation of the business of the Borrower or such Subsidiary, Liens
 arising by operation of law such as mechanics', materialmen's, carriers',
 warehousemen's liens incurred in the ordinary course of business which are not
 delinquent or which are being contested in accordance with Section 7.6,
 provided that enforcement of such Liens is stayed pending such contest and
 Liens arising out of judgments or decrees which are being contested in
 accordance with Section 7.6, provided that enforcement of such Liens is stayed
 pending such contest;



<PAGE>   46


                  (c) Liens now existing or hereafter arising in favor of the
Agent or the Lenders under the Loan Documents;

                  (d) purchase money Liens on Property of the Borrower or any of
its Subsidiaries acquired after the date hereof to secure Indebtedness of the
Borrower incurred in connection with the acquisition of such Property, provided
that each such Lien is limited to such Property so acquired;

                  (e) Liens on Property of the Borrower and its Subsidiaries
existing on the Effective Date as set forth on Schedule 8.1 as renewed from
time to time, but not any increases in the amounts secured thereby or the
Property subjected to such Lien thereon (except under the CLECO Mortgage);

                  (f) Liens existing on Property of the Borrower or any of its
Subsidiaries acquired after the Effective Date provided that such Liens are at
all times thereafter limited to the Property so acquired and were not created in
contemplation of such acquisition;

                  (g) the Lien evidenced by the CLECO Mortgage; provided,
however, that such Lien shall not extend to or over any Property of a character
not subject on the date hereof to the Lien granted under the CLECO Mortgage;

                  (h) "permitted liens" as defined under Section 1.04 of the
CLECO Mortgage, as in effect on the date hereof, other than "funded liens"
described in clause (ix) of said Section 1.04;

                  (i) Liens created to secure Indebtedness representing, or
incurred to finance, the cost of Property acquired, constructed or improved by
the Borrower in the ordinary course of business after the date hereof and not
subject to (i) the Lien referred to in clause (g) above or (ii) Liens existing
on such Property at the time of acquisition thereof;

                  (j) Liens existing on property of any Person at the time that
such Person becomes a Subsidiary of the Borrower provided that such Liens were
not created to secure the acquisition of such Person;

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

                  (l) Liens on Property (including any natural gas, oil or other
mineral Property) to secure all or a part of the cost of exploration, drilling
or development thereof or to secure Indebtedness incurred to provide funds for
any such purpose;

                  (m) Liens and security interests created, incurred or assumed
in connection with the purchase, lease, financing or refinancing of pollution
control facilities (and which Liens and security interest are limited to such
pollution control facilities);



<PAGE>   47


                  (n) Liens created to secure sales or factoring of accounts
receivable and other receivables; and

                  (o) Liens created for the sole purpose of extending, renewing
or replacing in whole or in part Indebtedness secured by any lien, mortgage or
security interest referred to in the foregoing clauses (a) through (n);
provided, however, that the principal amount of Indebtedness secured thereby
shall not exceed the principal amount of Indebtedness so secured at the time of
such extension, renewal or replacement and that such extension, renewal or
replacement, as the case may be, shall be limited to all or a part of the
property or indebtedness that secured the lien or mortgage so extended, renewed
or replaced (and any improvements on such property).

         8.2.     Merger, Consolidation, Purchase or Sale of Assets, Etc

                  Consolidate with, be acquired by, or merge into or with any
Person, or convey, sell, lease or otherwise dispose of all or any part of its
Property, or enter into any sale-leaseback transaction, or purchase or otherwise
acquire (in one or a series of related transactions) any part of the Property
(other than purchases or other acquisitions of inventory, materials and
equipment in the ordinary course of business) of any Person, including
acquisitions of the Stock of any Person, or permit any of its Subsidiaries so to
do, except:

                  (a) Sales or other dispositions of inventory in the ordinary
course of business;

                  (b) Sales of accounts receivables and other receivables;

                  (c) Asset Sales, provided that no Default or Event of Default
shall exist immediately before or after giving effect thereto and the amount of
such Asset Sale, when added to the total amount of all Asset Sales made by the
Borrower during the immediately preceding twelve month period, shall not exceed
10% or more of Total Assets as of the first day of such twelve month period;

                  (d) any Subsidiary of the Borrower may merge or consolidate
with or into, or acquire control of, or acquire all or any portion of the assets
of (i) any Person, provided that the total consideration to be paid to or for
the account of the seller or acquired Person in connection therewith, when added
to the total consideration paid by the Borrower or any Subsidiary in connection
with all other mergers, consolidations and acquisitions, and all loans, advances
and other arrangements permitted under Section 8.3, during the period from the
Effective Date through the Maturity Date, shall not exceed the greater of (1)
$110,000,000 or (2) 10% of Total Assets as of the most recently completed fiscal
quarter or (ii) any other Subsidiary of the Borrower, and

                  (e) mergers, consolidations or acquisitions of or by the
Borrower with, into or of another Person as to which the following conditions
have been satisfied:

                       (i) immediately before or after giving effect thereto, no
Default or Event of Default shall exist,

                       (ii) immediately before or after giving effect thereto,
all of the representations and warranties shall be true and correct except as
the context thereof otherwise requires and except for those representations and
warranties which by their terms or by necessary


<PAGE>   48


implication are expressly limited to a state of facts existing at a time prior
to such merger, consolidation or acquisition, and except such matters relating
thereto as are identified in a writing to the Agent and the Lenders and are
satisfactory to the Agent and the Lenders,

                       (iii) the Borrower shall be the surviving corporation
thereof or such surviving corporation shall be incorporated in a State of the
United States with substantially all of its assets and business located and
conducted in the United States and shall have expressly assumed the obligations
of the Borrower under the Loan Documents pursuant to a writing in form and
substance satisfactory to the Agent,

                       (iv) the total consideration to be paid by the Borrower
to or for the account of the seller or acquired Person in connection therewith,
when added to the total consideration paid by the Borrower and its Subsidiaries
to or for the account of the seller or acquired Person in connection with all
mergers, consolidations and acquisitions, and all loans, advances and other
arrangements permitted under Section 8.3, during the period from the Effective
Date through the Maturity Date, shall not exceed the greater of (1) $110,000,000
or (2) 10% of Total Assets as of the most recently completed fiscal quarter, and

                       (v) the Agent and the Lenders shall have received a
certificate signed by a duly authorized officer of the Borrower identifying the
Person to be merged with or into, consolidated with, or acquired by, the
Borrower, and certifying as to each of the matters set forth in clauses (e)(i)
through (iv) above.

         8.3.     Loans, Advances, Etc

    At any time, make any loan or advance to, or enter into any arrangement for
the purpose of providing funds or credit to, any Person, or permit any of its
Subsidiaries so to do, other than loans, advances or arrangements the total
amount of which, when added to the total consideration paid by the Borrower and
its Subsidiaries in connection with all mergers, consolidations and acquisitions
of or by the Borrower and its Subsidiaries during the period from the Effective
Date through the Maturity Date, shall not exceed the greater of (i) $110,000,000
or (ii) 10% of Total Assets as of the most recently completed fiscal quarter.

         8.4.     Amendments, etc. of Certain Agreements

                  Enter into or agree to any amendment, modification or waiver
of any term or condition of the CLECO Mortgage or the Employee Stock Ownership
Plan, which amendment, modification or waiver could, in the reasonable opinion
of the Agent, adversely affect the interests of the Lenders under the Loan
Documents.


9.       DEFAULT

         9.1.     Events of Default

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

                  (a) The failure of the Borrower to pay any installment of
principal or interest on any Note, or any other fees or expenses payable under
any Loan Document, on the date when due and payable; or



<PAGE>   49


                  (b) The use of the proceeds of any Loan in a manner
inconsistent with or in violation of Section 2.15; or

                  (c) The failure of the Borrower to observe or perform any
covenant or agreement contained in Sections 7.3, 7.11 or Section 8; or

                  (d) The failure of the Borrower to observe or perform any
other term, covenant, or agreement contained in any Loan Document and such
failure or event shall have continued unremedied for a period of 30 days after
the Borrower shall have obtained knowledge thereof; or

                  (e) Any representation or warranty made in any Loan Document
or deemed made by the Borrower pursuant to Section 6.1 or in any certificate,
report, opinion (other than an opinion of counsel) or other document delivered
or to be delivered pursuant thereto, shall prove to have been incorrect or
misleading (whether because of misstatement or omission) in any material respect
when made; or

                  (f) Any obligation of the Borrower under the Long Term Credit
Agreement and any other obligation of the Borrower (other than its obligations
under the Notes) or any of its Subsidiaries, whether as principal, guarantor,
surety or other obligor, for the payment of any Indebtedness or operating leases
in excess of $20,000,000 in the aggregate: shall become or shall be declared to
be due and payable prior to the expressed maturity thereof, or shall not be paid
when due or within any grace period (as such grace period may be extended from
time to time pursuant to and in accordance with the documentation evidencing
such obligation) for the payment thereof, or any holder of any such obligation
shall have the right to declare such obligation due and payable prior to the
expressed maturity thereof; or

                  (g) The Borrower or any of its Subsidiaries shall suspend or
discontinue its business, make an assignment for the benefit of creditors,
generally not pay its debts as such debts become due, admit in writing its
inability to pay its debts as they become due, file a voluntary petition in
bankruptcy, become insolvent (however such insolvency shall be evidenced), file
any petition or answer seeking for itself any reorganization, arrangement,
composition, readjustment of debt, liquidation or dissolution or similar relief
under any present or future statute, law or regulation of any jurisdiction,
petition or apply to any tribunal for any receiver, custodian or any trustee for
any substantial part of its Property, be the subject of any such proceeding
filed against it which remains undismissed for a period of 45 days, file any
answer admitting or not contesting the material allegations of any such petition
filed against it or any order, judgment or decree approving such petition in any
such proceeding, seek, approve, consent to, or acquiesce in any such proceeding,
or in the appointment of any trustee, receiver, sequestrator, custodian,
liquidator, or fiscal agent for it, or any substantial part of its Property, or
an order is entered appointing any such trustee, receiver, custodian, liquidator
or fiscal agent and such order remains in effect for 45 days, or take any formal
action for the purpose of effecting any of the foregoing or looking to the
liquidation or dissolution of the Borrower or such Subsidiary; or



<PAGE>   50


                  (h) An order for relief is entered under the United States
bankruptcy laws or any other decree or order is entered by a court having
jurisdiction adjudging the Borrower or any of its Subsidiaries bankrupt or
insolvent, approving as properly filed a petition seeking reorganization,
liquidation, arrangement, adjustment or composition of or in respect of the
Borrower or any of its Subsidiaries under the United States bankruptcy laws or
any other applicable Federal or state law, appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of the
Borrower or any of its Subsidiaries or of any substantial part of the Property
thereof, or ordering the winding up or liquidation of the affairs of the
Borrower or any of its Subsidiaries, and any such decree or order continues
unstayed and in effect for a period of 45 days; or

                  (i) Judgments or decrees against the Borrower or any of its
Subsidiaries aggregating in excess of $20,000,000 shall remain unpaid, unstayed
on appeal, undischarged, unbonded or undismissed for a period of at least 30
days; or

                  (j) Any Loan Document shall cease, for any reason, to be in
full force and effect or the Borrower shall so assert in writing or shall
disavow any of its obligations thereunder; or

                  (k) (i) any Termination Event shall occur; (ii) any
Accumulated Funding Deficiency, whether waived, shall exist with respect to any
Pension Plan; (iii) any Person shall engage in any Prohibited Transaction
involving any Employee Benefit Plan; (iv) the Borrower, any of its Subsidiaries
or any ERISA Affiliate shall fail to pay when due an amount which is payable by
it to the PBGC or to a Pension Plan under Title IV of ERISA; or (v) any other
event or condition shall occur or exist with respect to an Employee Benefit
Plan; provided that the occurrence of any of the foregoing actions or events set
forth in clauses (i) through (v), individually or collectively, could reasonably
be expected to have a Material Adverse Effect; or

                  (l) Any authorization or approval or other action by any
Governmental Authority required for the execution, delivery or performance of
this Agreement or the Notes shall be terminated, revoked or rescinded or shall
otherwise no longer be in full force and effect.

                  Upon the occurrence of an Event of Default or at any time
thereafter during the continuance thereof, (a) if such event is an Event of
Default specified in clause (g) or (h) above, the Aggregate Commitments shall
immediately and automatically terminate and the Loans, all accrued and unpaid
interest thereon and all other amounts owing under the Loan Documents shall 
immediately become due and payable and the 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 following actions may be taken: (i) with the consent
of the Required Lenders, the Agent may, and upon the direction of the Required
Lenders shall, by notice to the Borrower, declare the Aggregate Commitments to
be terminated forthwith, whereupon the Aggregate Commitments shall immediately
terminate, and (ii) with the consent of the Required Lenders, the Agent may, and
upon the direction of the Required Lenders shall, by notice of default to the
Borrower, declare the Loans, all accrued and unpaid interest thereon, and all
other amounts owing under the Loan Documents to be due and payable forthwith,
whereupon the same shall immediately become due and payable, and the Agent may,
and upon the direction of the Required Lenders shall, exercise any and all
remedies and other rights provided pursuant to the Loan Documents. 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 any appraisement, valuation, stay,
extension, redemption or similar laws, now or at any time hereafter in force
which might delay, prevent or otherwise impede the performance or enforcement of
any Loan Document.




<PAGE>   51
                  In the event that the Aggregate Commitments shall have been
terminated or the Notes shall have been declared due and payable pursuant to the
provisions of this Section, any funds received by the Agent and the Lenders from
or on behalf of the Borrower shall be applied by the Agent and the Lenders in
liquidation of the Loans and the obligations of the Borrower under the Loan
Documents in the following manner and order: (i) first, to the payment of
interest on, and then the principal portion of, any Loans which the Agent may
have advanced on behalf of any Lender for which the Agent has not then been
reimbursed by such Lender or the Borrower; (ii) second, to the payment of any
fees or expenses due the Agent from the Borrower hereunder, (iii) third, to
reimburse the Agent and the Lenders for any expenses (to the extent not paid
pursuant to clause (ii) above) due from the Borrower pursuant to the provisions
of Section 11.5; (iv) fourth, to the payment of accrued Facility Fees and all
other fees, expenses and amounts due under the Loan Documents (other than
principal and interest on the Notes); (v) fifth, to the payment of interest due
on the Notes; (vi) sixth, to the payment of principal outstanding on the Notes,
pro rata according to each Lender's aggregate outstanding Loans; and (vii)
seventh, to the payment of any other amounts owing to the Agent and the Lenders
under any Loan Document.


10.      THE AGENT

         10.1.    Appointment

                  Each Lender hereby irrevocably designates and appoints BNY as
the Agent of such Lender under the Loan Documents and each such Lender hereby
irrevocably authorizes BNY, as the Agent for such Lender, to take such action on
its behalf under the provisions of the Loan Documents and to exercise such
powers and perform such duties as are expressly delegated to the Agent by the
terms of the Loan Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
any Loan Document, the Agent shall not have any duties or responsibilities other
than those expressly set forth therein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into the Loan Documents or otherwise
exist against the Agent.

         10.2.    Delegation of Duties

                  The Agent may execute any of its duties under the Loan
Documents by or through agents or attorneys-in-fact and shall be entitled to
rely upon the advice of counsel concerning all matters pertaining to such
duties.

         10.3.    Exculpatory Provisions

                  Neither the Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with the Loan Documents (except the Agent for its own gross
negligence or willful misconduct), or responsible in any manner to any of the
Lenders for any recitals, statements, representations or warranties made by the
Borrower or any officer thereof contained in the Loan Documents or in any
certificate, report, statement or other document referred to 
<PAGE>   52


or provided for in, or received by the Agent under or in connection with, the 
Loan Documents or for the value, validity, effectiveness, genuineness,
perfection, enforceability or sufficiency of any of the Loan Documents or for
any failure of the Borrower or any other Person to perform its obligations
thereunder. The Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, the Loan Documents, or to inspect the
properties, books or records of the Borrower. The Agent shall not be under any
liability or responsibility whatsoever, as Agent, to the Borrower or any other
Person as a consequence of any failure or delay in performance, or any breach,
by any Lender of any of its obligations under any of the Loan Documents.

         10.4.    Reliance by Agent

                  The Agent shall be entitled to rely, and shall be fully
protected in 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 genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Borrower), independent accountants and other
experts selected by the Agent. The Agent may treat each Lender, or the Person
designated in the last notice filed with it under this Section, as the holder of
all of the interests of such Lender in its Loans and in its Notes until written
notice of transfer, signed by such Lender (or the Person designated in the last
notice filed with the Agent) and by the Person designated in such written notice
of transfer, in form and substance satisfactory to the Agent, shall have been
filed with the Agent. The Agent shall not be under any duty to examine or pass
upon the validity, effectiveness, enforceability, perfection or genuineness of
the Loan Documents or any instrument, document or communication furnished
pursuant thereto or in connection therewith, and the Agent shall be entitled to
assume that the same are valid, effective and genuine, have been signed or sent
by the proper parties and are what they purport to be. The Agent shall be fully
justified in failing or refusing to take any action under the Loan Documents
unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate. The Agent shall in all cases be fully protected in
acting, or in refraining from acting, under the Loan Documents in accordance
with a request or direction of the Required Lenders, and such request or
direction and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders and all future holders of the Notes.

         10.5.    Notice of Default

                  The Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default or Event of Default unless the Agent has received
written notice thereof from a Lender or the Borrower. In the event that the
Agent receives such a notice, the Agent shall promptly give notice thereof to
the Lenders and the Borrower. The Agent shall take such action with respect to
such Default or Event of Default as shall be directed by the Required Lenders,
provided, however, that unless and until the Agent shall have received such
directions, the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem to be in the best interests of the Lenders.



<PAGE>   53


         10.6.    Non-Reliance on Agent and Other Lenders

                  Each Lender expressly acknowledges that neither the Agent nor
any of its respective officers, directors, employees, agents, attorneys-in-fact
or affiliates has made any representations or warranties to it and that no act
by the Agent hereinafter, including any review of the affairs of the Borrower,
shall be deemed to constitute any representation or warranty by the Agent to any
Lender. Each Lender represents to the Agent that it has, independently and
without reliance upon the Agent or any other Lender, and based on such documents
and information as it has deemed appropriate, made its own evaluation of and
investigation into the business, operations, Property, financial and other
condition and creditworthiness of the Borrower and made its own decision to
enter into this Agreement. Each Lender also represents that it will,
independently and without reliance upon the Agent or any other Lender, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, evaluations and decisions in taking or
not taking action under any Loan Document, and to make such investigation as it
deems necessary to inform itself as to the business, operations, Property,
financial and other condition and creditworthiness of the Borrower. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Agent hereunder, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, Property, financial and other condition or
creditworthiness of the Borrower which may come into the possession of the Agent
or any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

         10.7.    Indemnification

                  Each Lender agrees to indemnify and reimburse the Agent in its
capacity as such (to the extent not promptly reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), pro rata according to
the outstanding principal balance of the Revolving Credit Loans (or at any time
when no Revolving Credit Loans are outstanding, according to its Commitment
Percentage), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever including, without limitation, any amounts paid to the
Lenders (through the Agent) by the Borrower pursuant to the terms of the Loan
Documents, that are subsequently rescinded or avoided, or must otherwise be
restored or returned) which may at any time (including, without limitation, at
any time following the payment of the Notes) be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of the Loan
Documents or any other documents contemplated by or referred to therein or the
transactions contemplated thereby or any action taken or omitted to be taken by
the Agent under or in connection with any of the foregoing; provided, however,
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements to the extent resulting solely from the finally
adjudicated gross negligence or willful misconduct of the Agent. Without
limitation of the foregoing, each Lender agrees to reimburse the Agent promptly
upon demand for its pro rata share of any unpaid fees owing to the Agent, and
any costs and expenses (including, without limitation, reasonable fees and
expenses of counsel) payable by the Borrower under Section 11.5, to the extent
that the Agent has not been paid such fees or has not be reimbursed for such
costs and expenses by the Borrower. The failure of any Lender to reimburse the
Agent promptly upon demand for its pro rata share of any amount required to be
by the Lenders to the Agent as provided in this Section shall not relieve any
other Lender of its obligation hereunder to reimburse the Agent for its pro rata
share of such amount, but no Lender shall be responsible for the failure of
other Lender to reimburse the Agent for such other Lender's pro rata share of
such amount. The agreements in this Section shall survive the payment of all
amounts payable under the Loan Documents.



<PAGE>   54


         10.8.    Agent in Its Individual Capacity

                  BNY and its respective affiliates may make loans to, accept
deposits from, issue letters of credit for the account of, and generally engage
in any kind of business with, the Borrower as though BNY were not Agent
hereunder. With respect to the Commitment made or renewed by BNY and the Notes
issued to BNY, BNY shall have the same rights and powers under the Loan
Documents as any Lender and may exercise the same as though it were not the
Agent, and the terms "Lender" and "Lenders" shall in each case include BNY.

         10.9.    Successor Agent

                  If at any time the Agent deems it advisable, in its sole
discretion, it may submit to each of the Lenders a written notice of its
resignation as Agent under the Loan Documents, such resignation to be effective
upon the earlier of the written acceptance of the duties of the Agent under the
Loan Documents by a successor Agent and on the 30th day after the date of such
notice. Upon any such resignation, the Required Lenders shall have the right to
appoint from among the Lenders a successor Agent. If no successor Agent shall
have been so appointed by the Required Lenders and accepted such appointment in
writing within 30 days after the retiring Agent's giving of notice of
resignation, then the retiring Agent may, on behalf of the Lenders, appoint a
successor Agent, which successor Agent shall be a commercial bank organized
under the laws of the United States of America or any State thereof and having a
combined capital, surplus, and undivided profits of at least $100,000,000. Upon
the acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent's rights, powers, privileges and duties as Agent under the Loan Documents
shall be terminated. The Borrower and the Lenders shall execute such documents
as shall be necessary to effect such appointment. After any retiring Agent's
resignation as Agent, the provisions of the Loan Documents shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under the Loan Documents. If at any time there shall not be a duly appointed and
acting Agent, the Borrower agrees to make each payment due under the Loan
Documents directly to the Lenders entitled thereto during such time.


 11.     OTHER PROVISIONS

         11.1.    Amendments and Waivers

                  (a) No failure to exercise and no delay in exercising, on the
part of any Lender, any right, remedy, power or privilege under any Loan
Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege under any Loan Document
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
under the Loan Documents are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law. No waiver of any provision of
any Loan Document or consent to any departure by the Borrower therefrom shall in
any event be effective unless the same shall be permitted by this Section 11.1,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether any Lender may have had notice or knowledge of
such Default at the time.



<PAGE>   55


                  (b) Notwithstanding anything to the contrary contained in any
Loan Document, with the written consent of the Required Lenders, the Agent and
the Borrower may, from time to time, enter into written amendments, supplements
or modifications thereof and, with the consent of the Required Lenders, the
Agent on behalf of the Lenders, may execute and deliver to any such parties a
written instrument waiving or consenting to the departure from, on such terms
and conditions as the Agent may specify in such instrument, any of the
requirements of the Loan Documents or any Default and its consequences;
provided, however, that no such amendment, supplement, modification, waiver or
consent shall:

                                        1. increase the Commitment of any
            Lender, without such Lender's consent;

                                        2. unless agreed to by each Lender
            affected thereby, reduce the principal amount of any Loan, or reduce
            the rate of interest thereon, or reduce any fees or other
            obligations payable under the Loan Documents, or extend any date
            (including the Maturity Date except as provided in Section 2.18)
            fixed for the payment of any principal of or interest on any Loan,
            any fees, or any other obligation payable under the Loan Documents;

                                        3. unless agreed to by all of the
            Lenders, increase the Aggregate Commitment, change the definition of
            "Required Lenders" or any other provision hereof specifying the
            number or percentage of Lenders required to waive, amend or modify
            any rights hereunder or make any determination or grant any consent
            hereunder, change Section 3.3 in a manner that would alter the pro
            rata sharing of payments required thereby, or consent to any
            assignment or delegation by any Loan Party of any of its rights or
            obligations under any Loan Document; and

                                        4. unless agreed to by the Agent, amend,
            modify or otherwise affect the rights or duties of the Agent under
            the Loan Documents.

                  Any such amendment, supplement, modification or waiver shall
apply equally to each of the Lenders and shall be binding upon the parties to
the applicable Loan Document, the Lenders, the Agent and all future holders of
the Notes. In the case of any waiver, the parties to the applicable Loan
Document, the Lenders and the Agent shall be restored to their former position
and rights hereunder and under the outstanding Notes and other Loan Documents to
the extent provided for in such waiver, and any Default or Event of Default
waived shall not extend to any subsequent or other Default or Event of Default,
or impair any right consequent thereon. The Loan Documents may not be amended
orally or by any course of conduct.

         11.2.    Notices

                  All notices, requests and demands to or upon the respective
parties to the Loan Documents to be effective shall be in writing and, unless
otherwise expressly provided therein, shall be deemed to have been duly given or
made when delivered by hand, or when deposited in the mail, first-class postage
prepaid, or, in the case of notice by fax, when sent, addressed as follows in
the case of the Borrower or the Agent, at the Domestic Lending Office, in the
case of each Lender, or to such other addresses as to which the Agent may be
hereafter notified by the respective parties thereto or any future holders of
the Notes:




<PAGE>   56


                          The Borrower:

                          Cleco Corporation
                          2030 Donahue Ferry Road
                          Pineville, LA 71360-5226
                          Attention: Michael Sawrie
                                     Director of Financing and
                                     Cash Management
                          Telephone: (318) 484-7589
                          Fax        (318) 484-7697

                          The Agent:

                          The Bank of New York
                          One Wall Street
                          Agency Function Administration
                          18th Floor
                          New York, New York 10286
                          Attention: Kalyani Bose
                          Telephone: (212) 635-4693
                          Fax        (212) 635-6365 or 6366 or 6367;

                          with a copy to:

                          The Bank of New York
                          Energy Industries Division
                          One Wall Street
                          19th Floor
                          New York, New York 10286
                          Attention: Steven Kalachman,
                                     Assistant Vice President
                          Telephone: (212) 635-7881
                          Fax        (212) 635-7923 or 7924;

except that any notice, request or demand by the Borrower to or upon the Agent
or the Lenders pursuant to Sections 2.3, 2.4 or 2.5 shall not be effective until
received. Any party to a Loan Document may rely on signatures of the parties
thereto which are transmitted by fax or other electronic means as fully as if
originally signed.

         11.3.    No Waiver; Cumulative Remedies

                  No failure to exercise and no delay in exercising, on the part
of the Agent or any Lender, any right, remedy, power or privilege under any Loan
Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege under any Loan Document
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
under the Loan Documents are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.



<PAGE>   57


         11.4.    Survival of Representations and Warranties

                  All representations and warranties made under the Loan
Documents and in any document, certificate or statement delivered pursuant
thereto or in connection therewith shall survive the execution and delivery of
the Loan Documents.

         11.5.    Payment of Expenses and Taxes

                  The Borrower agrees, promptly upon presentation of a statement
or invoice therefor, and whether any Loan is made to pay or reimburse the Agent
for all its out-of-pocket costs and expenses reasonably incurred in connection
with the development, preparation and execution of, the Loan Documents and any
amendment, supplement or modification thereto (whether or not executed), any
documents prepared in connection therewith and the consummation of the
transactions contemplated thereby, including, without limitation, the reasonable
fees and disbursements of Special Counsel, to pay or reimburse the Agent and the
Lenders for all of their respective costs and expenses, including, without
limitation, reasonable fees and disbursements of counsel, incurred in connection
with any Default or Event of Default and any enforcement or collection
proceedings resulting therefrom or in connection with the negotiation of any
restructuring or "work-out" (whether consummated or not) of the obligations of
the Borrower under any of the Loan Documents and the enforcement of this
Section, to pay, indemnify, and hold each Lender and the Agent harmless from and
against, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes, if any, which may be payable or determined to be payable in
connection with the execution and delivery of, or consummation of any of the
transactions contemplated by, or any amendment, supplement or modification of,
or any waiver or consent under or in respect of, the Loan Documents and any such
other documents, and to pay, indemnify and hold each Lender and the Agent and
each of their respective officers, directors and employees harmless from and
against any and all other liabilities, obligations, claims, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever (including, without limitation, reasonable counsel
fees and disbursements) with respect to the enforcement and performance of the
Loan Documents, the use of the proceeds of the Loans and the enforcement and
performance of the provisions of any subordination agreement in favor of the
Agent and the Lenders (all the foregoing, collectively, the "indemnified
liabilities") and, if and to the extent that the foregoing indemnity may be
unenforceable for any reason, the Borrower agrees to make the maximum payment
permitted or not prohibited under applicable law; provided, however, that the
Borrower shall have no obligation hereunder to pay indemnified liabilities to
the Agent or any Lender arising from the finally adjudicated gross negligence or
willful misconduct of the Agent or such Lender or claims between one indemnified
party and another indemnified party. The agreements in this Section shall
survive the termination of the Aggregate Commitments and the payment of all
amounts payable under the Loan Documents.

         11.6.    Lending Offices

                  Each Lender shall have the right at any time and from time to
time to transfer its Loans to a different office, provided that such Lender
shall promptly notify the Agent and the Borrower of any such change of office.
Such office shall thereupon become such Lender's Domestic Lending Office or
Eurodollar Lending Office, as the case may be, provided, however, that no such
Lender shall be entitled to receive any greater amount under Sections 2.9, 2.11
and 2.12 as a result of a transfer of any such Loans to a different office of
such Lender than it would be entitled to immediately prior thereto unless such
claim would have arisen even if such transfer had not occurred.



<PAGE>   58


         11.7.    Assignments and Participations

                  (a) The Loan Documents shall be binding upon and inure to the
benefit of the Borrower, the Lenders, the Agent, all future holders of the Notes
and their respective successors and assigns, except that the Borrower may not
assign, delegate or transfer any of its rights or obligations under the Loan
Documents without the prior written consent of the Agent and each Lender.

                  (b) Each Lender shall have the right at any time, with the
prior written consent of the Borrower and the Agent (which consents shall not be
unreasonably withheld or delayed and, with respect to the Borrower, shall not be
required upon the occurrence and during the continuance of an Event of Default),
to sell, assign, transfer or negotiate all or any part of such Lender's rights
under the Loan Documents to any Eligible Assignee, provided that:

                       (i) each such assignment shall be of a constant, and not
                       a varying, percentage of all of the assignor Lender's
                       rights and obligations under the Loan Documents; and

                       (ii) the assignor and such assignee shall deliver to the
                       Agent three copies of an Assignment and Acceptance
                       Agreement executed by each of them, along with an
                       assignment fee in the sum of $3,500 for the account of
                       the Agent.

    Upon receipt of such number of executed copies of each such Assignment and
Acceptance Agreement together with the assignment fee therefor and the consents
required to such assignment, if required, the Agent shall record the same and
execute not less than two copies of such Assignment and Acceptance Agreement in
the appropriate place, deliver one such copy to the assignor and one such copy
to the assignee, and deliver one photocopy thereof, as executed, to the
Borrower. From and after the effective date specified in, and as defined in,
such Assignment and Acceptance Agreement, the assignee thereunder shall,
unless already a Lender, become a party hereto and shall, for all purposes of
the Loan Documents, be deemed a "Lender" and, to the extent provided in such 
Assignment and Acceptance Agreement, the assignor Lender thereunder shall be
released from its obligations under this Agreement and the other Loan
Documents. The Borrower agrees that, if requested, in connection with each such
assignment, it shall at its own cost and expense execute and deliver to the
Agent or such assignee a Note, each payable to the order of such assignee and
dated the Effective Date. The Agent shall be entitled to rely upon the
representations and warranties made by the assignee under each Assignment and
Acceptance Agreement.
                               
                  (c) Each Lender may grant participations in all or any part of
its Loans, its Notes and its Commitment to one or more banks, insurance
companies, financial institutions, pension funds or mutual funds, provided that
such Lender's obligations under the Loan Documents shall remain unchanged, such
Lender shall remain solely responsible to the other parties to the Loan
Documents for the performance of such obligations, the Borrower, the Agent and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under the Loan Documents,
and the voting rights of any holder of any participation shall be limited to
decisions that only do any of the following: subject the participant to any 
additional obligation, reduce the principal of, or interest on the Notes or any
fees or other amounts payable hereunder or postpone any date fixed for the
payment of principal of, or interest on the Notes or any fees or other amounts
payable hereunder (except as provided in Section 2.18).



<PAGE>   59


The Borrower acknowledges and agrees that any such participant shall for
purposes of Sections 2.9, 2.11, 2.12 and 2.15 be deemed to be a "Lender";
provided, however, the Borrower shall not, at any time, be obligated to pay any
participant in any interest of any Lender hereunder any sum in excess of the sum
which the Borrower would have been obligated to pay to such Lender in respect of
such interest had such Lender not sold such participation.

                  (d) If any assignment is made pursuant to subsection (b) above
or any participation is granted pursuant to subsection (c) above, shall be made
to any Person that is organized under the laws of any jurisdiction other than
the United States, the assignee or participant, as the case may be, shall
furnish such certificates, documents or other evidence to the Borrower and the
Agent, in the case of clause (i) and to the Borrower and the Lender which sold
such participation in the case of clause (ii), as shall be required by Section
2.10(c).

                  (e) No Lender shall, as between and among the Borrower, the
Agent and such Lender, be relieved of any of its obligations under the Loan
Documents as a result of any sale, assignment, transfer or negotiation of, or
granting of participations in, all or any part of its Loans, its Commitment or
its Notes, except that a Lender shall be relieved of its obligations to the
extent of any such sale, assignment, transfer, or negotiation of all or any part
of its Loans, its Commitment or its Notes pursuant to subsection (b) above.

                  (f) Notwithstanding anything to the contrary contained in this
Section, any Lender may at any time or from time to time assign all or any
portion of its rights under the Loan Documents to a Federal Reserve Bank,
provided that any such assignment shall not release such assignor from its
obligations thereunder.

         11.8.    Counterparts

                  Each Loan Document (other than the Notes) may be executed by
one or more of the parties thereto on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one and
the same document. It shall not be necessary in making proof of any Loan
Document to produce or account for more than one counterpart signed by the party
to be charged. A counterpart of any Loan Document or to any document evidencing,
and of any an amendment, modification, consent or waiver to or of any Loan
Document transmitted by fax shall be deemed to be an originally executed
counterpart. A set of the copies of the Loan Documents signed by all the parties
thereto shall be deposited with each of the Borrower and the Agent. Any party to
a Loan Document may rely upon the signatures of any other party thereto which
are transmitted by fax or other electronic means to the same extent as if
originally signed.

         11.9.    Adjustments; Set-off

                  (a) If any Lender (a "Benefited Lender") shall at any time
receive any payment of all or any part of its Loans, or interest thereon, or
receive any collateral in respect thereof (whether voluntarily or involuntarily,
by set-off, pursuant to events or proceedings of the nature referred to in
Section 9.1 (h) or (i), or otherwise) in a greater proportion than any such
payment to and collateral received by any other Lender in respect of such other
Lender's Loans, or interest thereon (other than payments of principal or
interest in respect of Competitive Bid Loans when no Default or Event of Default
exists), such Benefited Lender shall purchase for cash from each of the other
Lenders such portion of each such other Lender's Loans, and shall provide each
of such other Lenders with the



<PAGE>   60


benefits of any such collateral, or the proceeds thereof, as shall be necessary
to cause such Benefited Lender to share the excess payment or benefits of such
collateral or proceeds ratably with each of the Lenders, provided, however, that
if all or any portion of such excess payment or benefits is thereafter recovered
from such Benefited Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest. The Borrower agrees that each Lender so purchasing a portion of
another Lender's Loans may exercise all rights of payment (including, without
limitation, rights of set-off, to the extent not prohibited by law) with respect
to such portion as fully as if such Lender were the direct holder of such
portion.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence of an Event of Default and the acceleration
of the obligations owing in connection with the Loan Documents, or at any time
upon the occurrence and during the continuance of an Event of Default, under
Section 9.1(a), each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
not prohibited by applicable law, to set-off and apply against any indebtedness,
whether matured or unmatured, of the Borrower to such Lender, any amount owing
from such Lender to the Borrower, at, or at any time after, the happening of any
of the above-mentioned events. To the extent not prohibited by applicable law,
the aforesaid right of set-off may be exercised by such Lender against the
Borrower or against any trustee in bankruptcy, custodian, debtor in possession,
assignee for the benefit of creditors, receiver, or execution, judgment or
attachment creditor of the Borrower, or against anyone else claiming through or
against the Borrower or such trustee in bankruptcy, custodian, debtor in
possession, assignee for the benefit of creditors, receiver, or execution,
judgment or attachment creditor, notwithstanding the fact that such right of
set-off shall not have been exercised by such Lender prior to the making, filing
or issuance, or service upon such Lender of, or of notice of, any such petition,
assignment for the benefit of creditors, appointment or application for the
appointment of a receiver, or issuance of execution, subpoena, order or warrant.
Each Lender agrees promptly to notify the Borrower and the Agent after any such
set-off and application made by such Lender, provided that the failure to give
such notice shall not affect the validity of such set-off and application.



<PAGE>   61


         11.10.   Construction

                  The Borrower represents that it has been represented by
counsel in connection with the Loan Documents and the transactions contemplated
thereby and that the principle that agreements are to be construed against the
draftsman shall be inapplicable.

         11.11.   Indemnity

                  The Borrower agrees to indemnify and hold harmless the Agent
and each Lender and their respective affiliates, directors, officers, employees,
attorneys and agents (each an "Indemnified Person") from and against any loss,
cost, liability, damage or expense (including the reasonable fees and
disbursements of counsel of such Indemnified Person, including all local counsel
hired by any such counsel) incurred by such Indemnified Person in investigating,
preparing for, defending against, or providing evidence, producing documents or
taking any other action in respect of, any commenced or threatened litigation,
administrative proceeding or investigation under any federal securities law or
any other statute of any jurisdiction, or any regulation, or at common law or
otherwise, which is alleged to arise out of or is based upon (i) any untrue
statement or alleged untrue statement of any material fact by the Borrower in
any document or schedule executed or filed with any Governmental Authority by or
on behalf of the Borrower; (ii) any omission or alleged omission to state any
material fact required to be stated in such document or schedule, or necessary
to make the statements made therein, in light of the circumstances under which
made, not misleading; (iii) any acts, practices or omissions or alleged acts,
practices or omissions of the Borrower or its agents relating to the use of the
proceeds of any or all borrowings made by the Borrower which are alleged to be
in violation of Section 2.15, or in violation of any federal securities law or
of any other statute, regulation or other law of any jurisdiction applicable
thereto; or (iv) any acquisition or proposed acquisition by the Borrower of all
or a portion of the Stock, or all or a portion of the assets, of any Person
whether such Indemnified Person is a party thereto. The indemnity set forth
herein shall be in addition to any other obligations or liabilities of the
Borrower to each Indemnified Person under the Loan Documents or at common law or
otherwise, and shall survive any termination of the Loan Documents, the
expiration of the Aggregate Commitments and the payment of all indebtedness of
the Borrower under the Loan Documents, provided that the Borrower shall have no
obligation under this Section to an Indemnified Person with respect to any of
the foregoing to the extent found in a final judgment of a court having
jurisdiction to have resulted primarily out of the gross negligence or wilful
misconduct of such Indemnified Person or arising solely from claims between one
such Indemnified Person and another such Indemnified Person.

         11.12.   Governing Law

                  The Loan Documents and the rights and obligations of the
parties thereunder shall be governed by, and construed and interpreted in
accordance with, the internal laws of the State of New York, without regard to
principles of conflict of laws.

         11.13.   Headings Descriptive

                  Section headings have been inserted in the Loan Documents for
convenience only and shall not be construed to be a part thereof.



<PAGE>   62


         11.14.   Severability

                  Every provision of the Loan Documents is intended to be
severable, and if any term or provision thereof shall be invalid, illegal or
unenforceable for any reason, the validity, legality and enforceability of the
remaining provisions thereof shall not be affected or impaired thereby, and any
invalidity, illegality or unenforceability in any jurisdiction shall not affect
the validity, legality or enforceability of any such term or provision in any
other jurisdiction.

         11.15.   Integration

                  All exhibits to a Loan Document shall be deemed to be a part
thereof. Except for agreements between the Agent and the Borrower with respect
to certain fees, the Loan Documents embody the entire agreement and
understanding among the Borrower, the Agent and the Lenders with respect to the
subject matter thereof and supersede all prior agreements and understandings
among the Borrower, the Agent and the Lenders with respect to the subject matter
thereof.

         11.16.   Consent to Jurisdiction

                  The Borrower hereby irrevocably submits to the jurisdiction of
any New York State or Federal court sitting in the City of New York over any
suit, action or proceeding arising out of or relating to the Loan Documents. The
Borrower hereby irrevocably waives, to the fullest extent permitted or not
prohibited by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding brought in such a
court and any claim that any such suit, action or proceeding brought in such a
court has been brought in an inconvenient forum. The Borrower hereby agrees that
a final judgment in any such suit, action or proceeding brought in such a court,
after all appropriate appeals, shall be conclusive and binding upon it.

         11.17.   Service of Process

                  The Borrower hereby further irrevocably consents to the
service of process in any suit, action or proceeding by sending the same by
first class mail, return receipt requested or by overnight courier service, to
the address of the Borrower set forth in Section 11.2. The Borrower hereby
agrees that any such service (i) shall be deemed in every respect effective
service of process upon it in any such suit, action, or proceeding, and (ii)
shall to the fullest extent enforceable by law, be taken and held to be valid
personal service upon and personal delivery to it.

         11.18.   No Limitation on Service or Suit

                  Nothing in the Loan Documents or any modification, waiver,
consent or amendment thereto shall affect the right of the Agent or any Lender
to serve process in any manner permitted by law or limit the right of the Agent
or any Lender to bring proceedings against the Borrower in the courts of any
jurisdiction or jurisdictions in which the Borrower may be served.



<PAGE>   63


         11.19.   WAIVER OF TRIAL BY JURY

                  THE AGENT, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREIN. FURTHER, THE BORROWER HEREBY
CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE AGENT, OR THE LENDERS, OR
COUNSEL TO THE AGENT OR THE LENDERS, HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT THE AGENT OR THE LENDERS WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK
TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. THE BORROWER
ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS SECTION.