FIRST AMENDED AND RESTATED
      CREDIT AGREEMENT
              
              dated as of June 2,
      2006
              
              among
              
              CLECO
      CORPORATION,
              as Borrower
              
              The Lenders Party
      Hereto
              
              JPMORGAN CHASE BANK, N.A. and
      WESTLB AG, NEW YORK BRANCH,
              as Syndication
      Agents
              
              KEYBANK NATIONAL ASSOCIATION,
      UNION BANK OF CALIFORNIA, N.A.,
              CALYON, NEW YORK BRANCH and
      COBANK, ACB,
              as Documentation
      Agents
              
              and
              
              THE BANK OF NEW YORK,
              as Administrative
      Agent
              ___________________________
              BNY CAPITAL MARKETS,
      INC.,
              and
              J.P. MORGAN SECURITIES
      INC.,
              as Co-Lead
      Arrangers
              
              BNY CAPITAL MARKETS, INC.,
              as Book
      RunnerBryan Cave
      LLP
              1290 Avenue of the
      Americas
              New York, New York
      10104










TABLE OF
CONTENTS
 Page


ARTICLE1.
      DEFINITIONS
              1SECTION
      1.1
              DEFINED
      TERMS
              1SECTION
      1.2
              CLASSIFICATION
      OF LOANS AND BORROWINGS
              22SECTION
      1.3
              TERMS
      GENERALLY
              22SECTION
      1.4
              ACCOUNTING
      TERMS; GAAP
              22SECTION
      1.5
              ROUNDING
              23ARTICLE2.
      THE CREDITS
              23SECTION
      2.1
              COMMITMENTS
              23SECTION
      2.2
              LOANS
      AND BORROWINGS
              23SECTION
      2.3
              REQUESTS
      FOR BORROWINGS
              24SECTION
      2.4
              FUNDING
      OF BORROWINGS
              25SECTION
      2.5
              TERMINATION,
      REDUCTION AND INCREASE OF COMMITMENTS
              25SECTION
      2.6
              REPAYMENT
      OF LOANS; EVIDENCE OF DEBT
              27SECTION
      2.7
              PREPAYMENT
      OF LOANS
              27SECTION
      2.8
              LETTERS
      OF CREDIT
              28SECTION
      2.9
              PAYMENTS
      GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS
              31ARTICLE3.
      INTEREST, FEES, YIELD PROTECTION, ETC.
              33SECTION
      3.1
              INTEREST
              33SECTION
      3.2
              INTEREST
      ELECTIONS RELATING TO BORROWINGS
              34SECTION
      3.3
              FEES
              35SECTION
      3.4
              ALTERNATE
      RATE OF INTEREST
              36SECTION
      3.5
              INCREASED
      COSTS; ILLEGALITY
              36SECTION
      3.6
              BREAK
      FUNDING PAYMENTS
              38SECTION
      3.7
              TAXES
              38SECTION
      3.8
              MITIGATION
      OBLIGATIONS
              40ARTICLE4.
      REPRESENTATIONS AND WARRANTIES
              40SECTION
      4.1
              ORGANIZATION;
      POWERS
              40SECTION
      4.2
              AUTHORIZATION;
      ENFORCEABILITY
              40SECTION
      4.3
              GOVERNMENTAL
      APPROVALS; NO CONFLICTS
              41SECTION
      4.4
              FINANCIAL
      CONDITION; NO MATERIAL ADVERSE CHANGE
              41SECTION
      4.5
              PROPERTIES
              41SECTION
      4.6
              LITIGATION
      AND ENVIRONMENTAL MATTERS
              42SECTION
      4.7
              COMPLIANCE
      WITH LAWS AND AGREEMENTS
              43SECTION
      4.8
              INVESTMENT
      AND HOLDING COMPANY STATUS
              43SECTION
      4. 9
              TAXES
              43SECTION
      4.10
              ERISA
              43SECTION
      4.11
              DISCLOSURE
              43SECTION
      4.12
              SUBSIDIARIES
              44SECTION
      4.13
              FEDERAL
      RESERVE REGULATIONS, ETC.
              44ARTICLE5.
      CONDITIONS
              44SECTION
      5.1
              FIRST
      RESTATEMENT EFFECTIVE DATE
              44SECTION
      5.2
              EACH
      CREDIT EVENT
              46ARTICLE6.
      AFFIRMATIVE COVENANTS
              47SECTION
      6.1
              FINANCIAL
      STATEMENTS AND OTHER INFORMATION
              47SECTION
      6.2
              NOTICES
      OF MATERIAL EVENTS
              48SECTION
      6.3
              LEGAL
      EXISTENCE
              49
  Cleco
Corporation First Amended and Restated Credit Agreement
 TABLE OF
CONTENTS
 Page
 SECTION
      6.4
              TAXES
              49SECTION
      6.5
              INSURANCE
              50SECTION
      6.6
              PAYMENT
      OF INDEBTEDNESS AND PERFORMANCE OF OBLIGATIONS
              50SECTION
      6.7
              CONDITION
      OF PROPERTY
              50SECTION
      6.8
              OBSERVANCE
      OF LEGAL REQUIREMENTS
              50SECTION
      6.9
              INSPECTION
      OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS
              50SECTION
      6.10
              LICENSES,
      INTELLECTUAL PROPERTY
              51SECTION
      6.11
              FINANCIAL
      COVENANTS
              51SECTION
      6.12
              USE
      OF PROCEEDS
              51ARTICLE7.
      NEGATIVE COVENANTS
              51SECTION
      7.1
              INDEBTEDNESS;
      EQUITY INTERESTS
              51SECTION
      7.2
              LIENS
              52SECTION
      7.3
              MERGER,
      CONSOLIDATION, PURCHASE OR SALE OF ASSETS, ETC.
              53SECTION
      7.4
              LOANS,
      ADVANCES, INVESTMENTS, ETC.
              56SECTION
      7.5
              AMENDMENTS,
      ETC. OF EMPLOYEE STOCK OWNERSHIP PLAN
              56SECTION
      7.6
              RESTRICTED
      PAYMENTS
              56SECTION
      7.7
              TRANSACTIONS
      WITH AFFILIATES
              57SECTION
      7.8
              RESTRICTIVE
      AGREEMENTS
              57SECTION
      7.9
              PERMITTED
      HEDGE AGREEMENTS
              58ARTICLE8.
      EVENTS OF DEFAULT
              58ARTICLE9.
      THE ADMINISTRATIVE AGENT
              60ARTICLE10. MISCELLANEOUS
              62SECTION
      10.1
              NOTICES
              62SECTION
      10.2
              WAIVERS;
      AMENDMENTS
              63SECTION
      10.3
              EXPENSES;
      INDEMNITY; DAMAGE WAIVER
              64SECTION
      10.4
              SUCCESSORS
      AND ASSIGNS
              65SECTION
      10.5
              SURVIVAL
              69SECTION
      10.6
              COUNTERPARTS;
      INTEGRATION; EFFECTIVENESS
              69SECTION
      10.7
              SEVERABILITY
              69SECTION
      10.8
              RIGHT
      OF SET-OFF
              69SECTION
      10.9
              GOVERNING
      LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
              70SECTION
      10.10
              WAIVER OF JURY
      TRIAL
              70SECTION
      10.11
              HEADINGS
              71SECTION
      10.12
              INTEREST
      RATE LIMITATION
              71SECTION
      10.13
              ADVERTISEMENT
              71SECTION
      10.14
              USA
      PATRIOT ACT NOTICE
              71SECTION
      10.15
              TREATMENT
      OF CERTAIN INFORMATION
              71SECTION
      10.16
              SAVINGS
      CLAUSE
              72




Cleco
Corporation First Amended and Restated Credit Agreement


SCHEDULES:




Schedule
      2.1
            List
      of CommitmentsSchedule
      4.6
            Disclosed
      MattersSchedule
      4.12
            List
      of SubsidiariesSchedule
      7.2
            List
      of Existing LiensSchedule
      7.8
            List
      of Existing Restrictions





EXHIBITS:




Exhibit
      A
            Form
      of Assignment and AssumptionExhibit
      B
            Form
      of Opinion of Counsel to the BorrowerExhibit
      C
            Form
      of Credit RequestExhibit
      D
            Form
      of NoteExhibit
      E
            Form
      of Compliance CertificateExhibit
      F
            Form
      of Increase SupplementExhibit
      G
            Approved
      Subordination TermsExhibit
      H
            Form
      of Departing Lender Letter





(iii )
 Cleco
Corporation First Amended and Restated Credit Agreement


FIRST
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 2, 2006, by
and among CLECO CORPORATION, the Lenders party hereto, JPMORGAN CHASE BANK, N.A.
and WESTLB AG, NEW YORK BRANCH, as syndication agents hereunder, KEYBANK
NATIONAL ASSOCIATION, UNION BANK OF CALIFORNIA, N.A CALYON, NEW YORK BRANCH and
COBANK, ACB, as documentation agents hereunder, and THE BANK OF NEW YORK, as
Administrative Agent for the Lenders hereunder.




RECITALS




A.  Reference
is made to the Credit Agreement, dated as of April 25, 2005, by and among Cleco
Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A. and WestLB AG,
New York Branch, as syndication agents, KeyBank National Association and Union
Bank of California, N.A., as documentation agents, and The Bank of New York, as
administrative agent (as amended prior to the First Restatement Date (as defined
below), the “ Original Credit
Agreement ”).




B.  On the
First Restatement Date, the parties hereto desire to make certain changes to the
Original Credit Agreement by amending and restating the Original Credit
Agreement in its entirety as hereinafter set forth.




C.  This
Credit Agreement amends and restates in its entirety the Original Credit
Agreement. For convenience, this Credit Agreement is dated as of June 2, 2006
(the “ First Restatement
Date ”), and
references to certain matters relating to the period prior thereto have been
deleted.




The
parties hereto agree as follows:






ARTICLE 1.




DEFINITIONS







Section
1.1  Defined
Terms . As used
in this Credit Agreement, the following terms have the meanings specified
below:




“ ABR ”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.




“ Acadia
Holdings ” means
Acadia Power Holdings LLC, a Louisiana limited liability company and a wholly
owned subsidiary of Midstream.




“ Acadia
Power ” means
Acadia Power Partners LLC, a Delaware limited liability company, which is fifty
percent (50%) owned by Acadia Holdings.




“ Accountants ” means
PricewaterhouseCoopers, L.L.P. or another registered public accounting firm of
recognized national standing.




“ Adjusted LIBO
Rate ” means,
with respect to any Eurodollar Borrowing for any Interest Period, an interest
rate per annum (rounded upwards, if necessary, to the next 1/100  of 1%)
equal to (i) the LIBO
Rate for such Interest Period multiplied
by  (ii) the
Statutory Reserve Rate.






Cleco
Corporation First Amended and Restated Credit Agreement


“ Administrative
Agent ” means
BNY, in its capacity as administrative agent for the Lenders
hereunder.




“ Administrative
Questionnaire ” means
an Administrative Questionnaire in a form supplied by the Administrative
Agent.




“ Affiliate ” means,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.




“ Agents ” means,
collectively, the Administrative Agent, the Syndication Agents and the
Documentation Agents.




“ Alternate Base
Rate ” means,
for any day, a rate per annum equal to the greater of (i) the
Prime Rate in effect on such day and (ii) the
Federal Funds Effective Rate in effect on such day plus 1/2 of
1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or
the Federal Funds Effective Rate shall be effective from and including the
effective date of such change in the Prime Rate or the Federal Funds Effective
Rate.




“ Applicable
Margin ” means,
at all times from and after the First Restatement Date and during the periods in
which the applicable Pricing Level set forth below is in effect: (i) with
respect to Eurodollar Borrowings and the Letter of Credit participation fee
payable under Section
3.3(b)(i) , the
percentage set forth in the following table under the heading “Eurodollar
Margin  and LC
Fee”, and (ii) with
respect to facility fees payable under Section
3.3(a) , the
percentage set forth in the following table under the heading “Facility
Fee”:




Pricing
      Level
            Eurodollar
      Margin
              and
      LC Fee
            Facility
      FeePricing
      Level I
            0.280%
            0.070%Pricing
      Level II
            0.320%
            0.080%Pricing
      Level III
            0.400%
            0.100%Pricing
      Level IV
            0.525%
            0.125%Pricing
      Level V
            0.700%
            0.150%Pricing
      Level VI
            0.900%
            0.200%





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 Senior Debt Rating
from S&P or Moody’s. Notwithstanding anything in clause (a) of this
definition to the contrary, in the event of a split in the Senior Debt Rating
from S&P and Moody’s that would otherwise result in the application of more
than one Pricing Level (had the provisions regarding the applicability of other
Pricing Levels contained in the definitions thereof not been given effect), then
the Applicable Margin shall be determined as follows: (i) in the
event of a split in the Senior Debt Rating from S&P and Moody’s by one
rating level, then the Applicable Margin shall be determined using the Pricing
Level within which the higher of the two rating categories would otherwise fall,
and (ii) in the
event of a split in the Senior Debt Rating from S&P and Moody’s by more than
one rating level, then the Applicable Margin shall be determined using the
Pricing Level within which the next highest level above the lower of the two
rating categories would otherwise fall.




-2-
 Cleco
Corporation First Amended and Restated Credit Agreement




“ Applicable
Percentage ” means,
with respect to any Lender, the percentage of the total Commitments represented
by such Lender’s Commitment. If the Commitments have terminated or expired, the
Applicable Percentages shall be determined based upon the Commitments most
recently in effect, giving effect to any assignments.




“ Approved
Fund ” means,
with respect to any Lender that is a fund that invests in commercial loans, any
other fund that invests in commercial loans and is managed or advised by the
same investment advisor as such Lender or by an Affiliate of such investment
advisor.




“ Approved Subordination
Terms ” means
terms of subordination substantially as set forth on Exhibit G .




“ Asset
Sale ” means
any sale, transfer or other disposition by the Borrower or any of the Restricted
Subsidiaries to any Person of any property (including any Equity Interests or
other securities of another Person) of the Borrower or any of the Restricted
Subsidiaries, other than inventory or accounts receivables or other receivables
sold, transferred or otherwise disposed of in the ordinary course of business, provided that,
notwithstanding anything in this definition to the contrary, for purposes of the
Loan Documents, the term “Asset Sale” shall not include the creation or granting
of any Lien other than a conditional sale or other title retention
arrangement.




“ Assignment and
Assumption ” means
an assignment and assumption entered into by a Lender and an assignee (with the
consent of any party whose consent is required by Section
10.4 ), and
accepted by the Administrative Agent, substantially in the form of Exhibit A or in
such other form as shall be acceptable to the Administrative Agent.




“ Availability
Period ” means
the period from and including the First Restatement Effective Date to but
excluding the earlier of the Maturity Date and, if different, the date of
termination of the Commitments.




“ BNY ” means
The Bank of New York.




“ Board ” means
the Board of Governors of the Federal Reserve System of the United States of
America.




“ Borrower ” means
Cleco Corporation, a Louisiana corporation.




“ Borrower Financial
Statements ” has the
meaning assigned to such term in Section
4.4(a) .




“ Borrower
Materials ” has the
meaning assigned to such term in Section
6.2 .




“ Borrowing ” means
Loans of the same Type made, converted or continued on the same date and, in the
case of Eurodollar Loans, as to which a single Interest Period is in
effect.




“ Business
Day ” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed, provided that,
when used in connection with a Eurodollar Loan, the term “ Business
Day ” shall
also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.




“ Calyon ” means
Calyon, New York Branch.




-3-
 Cleco
Corporation First Amended and Restated Credit Agreement




“ Capital Lease
Obligations ” means
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.




“ Change in
Control ” means
the occurrence of any of the following: (i) the
consummation of any transaction the result of which is that any “person” or
“group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934) becomes the “beneficial owner” (as such term is defined in Rule 13d-3
under the Securities Exchange Act of 1934) of more than 50% of the total voting
power in the aggregate of all classes of the Voting Securities of the Borrower
then outstanding, (ii) the
occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Borrower by Persons who were neither nominated by the board of
directors of the Borrower nor appointed by directors so nominated, (iii) the
failure of the Borrower to (x) own directly, beneficially and of record, 100% of
the aggregate ordinary voting power and economic interests represented by the
issued and outstanding equity interests of the Utility on a fully diluted basis
or (y) be the sole member of the Utility, (iv) the
failure of the Borrower to own directly 100% of the aggregate ordinary voting
power and economic interests represented by the issued and outstanding equity
interests of Midstream on a fully diluted basis, (v) the
failure of the Borrower to own directly or indirectly, 100% of the aggregate
ordinary voting power and economic interests represented by the issued and
outstanding equity interests of Acadia Holdings and Evangeline, in each case on
a fully diluted basis or (vi) the
failure of the Borrower to own directly or indirectly, 50% of the aggregate
ordinary voting power and economic interests represented by the issued and
outstanding equity interests of Acadia Power.




“ Change in
Law ” means (i) the
adoption of any law, rule or regulation after the First Restatement Date, (ii) any
change in any law, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the First Restatement Date or (iii) compliance by any Credit Party (or, for purposes of Section
3.5(b) , by any
lending office of such Credit Party or by such Credit Party’s holding company,
if any) with any request, guideline or directive (whether or not having the
force of law) of any Governmental Authority made or issued after the First
Restatement Date.




“ Chase ” means
JPMorgan Chase Bank, N.A.




“ CLE
Resources ” means
CLE Resources, Inc., a Delaware corporation and a direct wholly-owned
Subsidiary.




“ Cleco
Support ” means
Cleco Support Group LLC, a Louisiana limited liability company and a direct
wholly-owned Subsidiary.




“ CoBank ” means
CoBank, ACB.




“ Code ” means
the Internal Revenue Code of 1986.




“ Commitment ” means,
with respect to each Lender, the commitment of such Lender to make Loans and to
acquire participations in Letters of Credit hereunder in an aggregate
outstanding amount not exceeding the amount of such Lender’s Commitment as set
forth on Schedule
2.1  plus , the
amount of any increase set forth in each Increase Supplement executed and
delivered by such Lender, the Borrower and the Administrative Agent or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Commitment in accordance with Section
10.4(b) , as
applicable, as such Commitment may be adjusted from time to time pursuant to Section
2.5 or
pursuant to




-4-
 Cleco
Corporation First Amended and Restated Credit Agreement


assignments
by or to such Lender pursuant to Section 10.4. The initial aggregate amount of
the Commitments on the First Restatement Date is $150,000,000.




“ Compliance
Certificate ” means a
certificate, substantially in the form of Exhibit E .




“ Continuing
Lender ” means a
Person that is a Lender hereunder on the First Restatement Effective Date and
that was a Lender under and as defined in the Original Credit Agreement
immediately prior to the First Restatement Effective Date.




“ Control ” means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise. The terms “Controlling” and
“Controlled” have meanings correlative thereto.




“ Corporate
Officer ” means
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.




“ Credit
Event ” has the
meaning assigned to such term in Section
5.2 .




“ Credit
Exposure ” means,
with respect to any Lender at any time, the sum of the aggregate outstanding
principal amount of such Lender’s Loans and its LC Exposure at such
time.




“ Credit
Parties ” means
the Administrative Agent, the Issuing Bank and the Lenders.




“ Credit
Request ” means a
Credit Request, substantially in the form of Exhibit C , or in
such other form as shall be acceptable to the Administrative Agent.




“ Default ” means
any event or condition which constitutes an Event of Default or that upon
notice, lapse of time or both would, unless cured or waived, become an Event of
Default.




“ Departing
Lender ” means a
Person that was a Lender under and as defined in the Original Credit Agreement
immediately prior to the First Restatement Effective Date and that is not a
Lender hereunder on the First Restatement Effective Date.




“ Departing Lender
Letter ” means
the letter, substantially in the form of Exhibit H ,
pursuant to which a Departing Lender, the Administrative Agent and the Borrower
consent to (i) the exit
of such Departing Lender from the Original Credit Agreement and (ii) the
termination of the Commitment (as defined in the Original Credit Agreement) of
such Departing Lender, in each case simultaneously with the First Restatement
Effective Date.




“ Disclosed
Matters ” means
the actions, suits, proceedings and environmental matters disclosed in Schedule
4.6 .




“ Disqualified
Stock ” means
any Equity Interest that, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable at the option of the
holder thereof), or upon the happening of any event, matures (excluding any
maturity as a result of an optional redemption by the issuer thereof to the
extent not prohibited by this Credit Agreement) or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the
unconditional sole option of the holder thereof (other than solely for Equity
Interests which do not




-5-
 Cleco
Corporation First Amended and Restated Credit Agreement


constitute
Disqualified Stock), in whole or in part, on or prior to the date that is one
year after the Maturity Date. The term “Disqualified Stock” shall also include
any options, warrants or other rights that are convertible into Disqualified
Stock or that are redeemable at the option of the holder, or required to be
redeemed, prior to the date that is 180 days after the Maturity
Date.




“ Documentation
Agents ” means,
collectively, KeyBank, UBOC, Calyon, New York Branch and CoBank, in their
capacities as documentation agents for the Lenders hereunder.




“ dollars ” or
“ $ ” refers
to lawful money of the United States of America.




“ EBITDA ” means,
for any period, net income for such period of the Borrower and the Subsidiaries,
determined on a consolidated basis in accordance with GAAP, plus , without
duplication and to the extent deducted in determining such net income, the sum
of (i) Interest
Expense for such period, (ii) provision for income taxes for such period, (iii) the
aggregate amount attributable to depreciation and amortization for such period,
and (iv) the
aggregate amount of items to the extent constituting extraordinary non-recurring
or non-operating charges or expenses during such period and minus , without
duplication and to the extent added in determining such net income for such
period, the aggregate amount of extraordinary, non-recurring and non-operating
additions to income during such period.




“ Eligible
Assignee ” means
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 be entitled, as of the date such entity becomes a Lender, to
receive payments under its Note without deduction or withholding with respect to
United States federal income tax, (ii) each of the Lenders and (iii) any
Affiliate or Approved Fund of a Lender.




“ Eligible
SPC ” means a
special purpose corporation that (i) is
organized under the laws of the United States or any state thereof, (ii) is
engaged in making, purchasing or otherwise investing in commercial loans in the
ordinary course of its business and (iii) issues
(or the parent of which issues) commercial paper rated at least A-1 or the
equivalent thereof by Standard & Poor’s Ratings Services, a division of The
McGraw Hill Companies or at least P-1 or the equivalent thereof by from Moody’s
Investors Service, Inc.




“ Employee Stock Ownership
Plan ” means
The Cleco Power LLC 401(k) Savings and Investment Plan.




“ environment ” means
ambient air, surface water and groundwater (including potable water, navigable
water and wetlands), the land surface or subsurface strata, the workplace or as
otherwise defined in any Environmental Law.




“ Environmental
Claim ” means
any written accusation, allegation, notice of violation, claim, demand, order,
directive, cost recovery action or other cause of action by, or on behalf of,
any Governmental Authority or any Person for damages, injunctive or equitable
relief, personal injury (including sickness, disease or death), Remedial Action
costs, tangible or intangible property damage, natural resource damages,
nuisance, pollution, any adverse effect on the environment caused by any
Hazardous Material, or for fines, penalties or restrictions, resulting from or
based upon (i) the
existence, or the continuation of the existence, of a Release (including sudden
or non-sudden, accidental or non-accidental Releases), (ii) exposure
to any Hazardous Material, (iii) the
presence, use,




-6-
 Cleco
Corporation First Amended and Restated Credit Agreement


handling,
transportation, storage, treatment or disposal of any Hazardous Material or (iv) the
violation or alleged violation of any Environmental Law or Environmental
Permit.




“ Environmental
Law ” means
any and all applicable present and future treaties, laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by or with any Governmental
Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the presence, management, Release or threatened Release of
any Hazardous Material or to health and safety matters.




“ Environmental
Permit ” means
any permit, approval, authorization, certificate, license, variance, filing or
permission required by or from any Governmental Authority pursuant to any
Environmental Law.




“ Equity
Interest ” means (i) shares
of corporate stock, partnership interests, membership interests, and any other
interest that confers on a Person the right to receive a share of the profits
and losses of, or distribution of assets of, the issuing Person, and (ii) all
warrants, options or other rights to acquire any Equity Interest set forth in
clause (i) of this defined term.




“ ERISA ” means
the Employee Retirement Income Security Act of 1974.




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




“ ERISA
Event ” means (i) any
“reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (other than an event for which the 30
day notice period is waived); (ii) the
existence with respect to any Plan of an “accumulated funding deficiency” (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (iii) the
filing pursuant to Section 412(d) of the Code or Section 303(a) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (iv) the
incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of any
liability under Title IV of ERISA with respect to the termination of any Plan; (v) the
receipt by the Borrower, any Subsidiary or any ERISA Affiliate from the PBGC or
a plan administrator of any notice relating to an intention to terminate any
Plan or Plans or to appoint a trustee to administer any Plan; (vi) the
incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of any
liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (vii) the
receipt by the Borrower, any Subsidiary or any ERISA Affiliate of any notice, or
the receipt by any Multiemployer Plan from the Borrower, any Subsidiary or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.




“ Eurodollar ”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.




“ Evangeline ” means
Cleco Evangeline LLC, a Louisiana limited liability company and a wholly owned
subsidiary of Midstream.




“ Event of
Default ” has the
meaning assigned to such term in Article 8 .




-7-
 Cleco
Corporation First Amended and Restated Credit Agreement


“ Evergreen Letter of
Credit ” means
any Letter of Credit that, by its terms, provides that it shall be automatically
renewed or extended for a stated period of time at the end of its then scheduled
expiry date unless the Issuing Bank notifies the beneficiary thereof prior to
such expiry date that the Issuing Bank elects not to renew or extend such Letter
of Credit.




“ Federal Funds Effective
Rate ” means,
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 Effective 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 Effective Rate for such
day shall be the average of the quotations for such day on such transactions
received by the Administrative Agent from three Federal Funds brokers of
recognized standing selected by it.




“ Financial
Officer ” means
the chief financial officer, principal accounting officer, treasurer or
controller of the Borrower.




“ Finsub ” shall
mean a bankruptcy-remote entity that is a wholly-owned Subsidiary of the Utility
organized solely for the purpose of engaging in the Storm Recovery Program and
activities related thereto.




“ First Restatement
Date ” has the
meaning assigned to such term in Recital C .




“ First Restatement Effective
Date ” has the
meaning assigned to such term in Section 5.1 .




“ Foreign
Lender ” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be
deemed to constitute a single jurisdiction.




“ GAAP ” means
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.




“ Governmental
Authority ” means
the government of the United States of America, any other nation or any
political subdivision thereof, whether state or local, and any agency,
commission, exchange, association, board, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.




“ Granting
Lender ” has the
meaning assigned to such term in Section
10.4(g) .




“ Guarantee ” of or
by any Person (the “ guarantor ”) means
any obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any




-8-
 Cleco
Corporation First Amended and Restated Credit Agreement


Indebtedness
or other obligation of any other Person (the “ primary
obligor ”) in any
manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (ii) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (iii) to
maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor as to enable the primary obligor
to pay such Indebtedness or other obligation or (iv) as an
account party in respect of any letter of credit or letter of guaranty issued to
support such Indebtedness or obligation, provided that the
term “Guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business. The term “Guaranteed” has a meaning correlative
thereto. The amount of any Guarantee 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 Guarantee is made (or, if less, the maximum amount of such primary
obligation for which such Person may be liable pursuant to the terms of the
instrument evidencing such Guarantee) or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by
such Person in good faith, provided that,
notwithstanding anything in this definition to the contrary, the amount of any
Guarantee of a Person in respect of any Permitted Hedge Agreement by any other
Person with a counterparty shall be deemed to be the maximum reasonably
anticipated liability of such other Person, as determined in good faith by such
Person, net of any obligation or liability of such counterparty in respect of
any Permitted Hedge Agreement with such Person, provided  further that the
obligations of such other Person under such Permitted Hedge Agreement with such
counterparty shall be terminable at the election of such other Person in the
event of a default by such counterparty in its obligations to such other
Person.




“ Hazardous
Materials ” means
all explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.




“ Hedging
Agreement ” means
any interest rate protection agreement, foreign currency exchange agreement,
commodity price protection agreement or other interest or currency exchange rate
or commodity price swap, cap, collar, hedging or other like
arrangement.




“ Increase
Supplement ” means
an increase supplement in the form of Exhibit F .




“ Increasing
Lender ” has the
meaning assigned to such term in Section
2.5(d) .




“ Indebtedness ” means
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 (excluding trade payables incurred in the ordinary course of
business and excluding any such obligations payable solely through the issuance
of Equity Interests (other than the Disqualified Stock and Equity Interests
convertible into Disqualified Stock)), (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




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 Cleco
Corporation First Amended and Restated Credit Agreement


(other
than carriers’, warehousemen’s, mechanics’, repairmen’s or other like non
consensual statutory Liens arising in the ordinary course of business; provided
that the amount of such liabilities included for purposes of this definition
will be the amount equal to the lesser of the fair market value of such property
and the amount of the liabilities so secured), (vi) without duplication,
indebtedness in respect of Disqualified Stock valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued
dividends liabilities and indebtedness in respect of any obligation (contingent
or otherwise) to purchase, redeem, retire, acquire or make any other payment in
respect of any shares of equity securities or any option, warrant or other right
to acquire any shares of equity securities, (vii) obligations under Capital
Lease Obligations, (viii) Guarantees of such Person in respect of Indebtedness
of others, and (ix) to the extent not otherwise included, all net obligations of
such Person under Permitted Hedge Agreements.




“ Indebtedness for Borrowed
Money ” means,
as to any Person, at a particular time, all items which constitute, without
duplication, (i) indebtedness for borrowed money, (ii) indebtedness evidenced by
notes, bonds, debentures or similar instruments and (iii) any other
Indebtedness, the incurrence of which results in cash being received by such
Person.




“ Indemnitee ” has the
meaning assigned to such term in Section
10.3(b) .




“ Indenture ” means
the Indenture, dated as of May 1, 2000, between the Borrower and Bank One, NA,
as trustee.




“ Information ” has the
meaning assigned to such term in Section
10.15 .




“ Innovations ” means
Cleco Innovations LLC, a Louisiana limited liability company and a direct
wholly-owned Subsidiary.




“ Integrated Resources
Plan ” means
the portions of the Utility’s strategic integrated resources plan which involves
replacing, repowering or adding electric power generation, transmission or
distribution facilities to meet the measured and forecasted demand and
consumption requirements of its customers, including the acquisition,
construction or improvement of generation facilities and fuel conversion
repowering projects for existing generation facilities to diversify fuel
sources, with any project undertaken to implement the foregoing being subject to
regulation by the LPSC by prior issuance of a certificate of public convenience
and necessity or in a ratemaking proceeding, prudence review or a combination
thereof.




“ Intellectual
Property ” means
all copyrights, trademarks, servicemarks, patents, trade names and service
names.




“ Inter-Affiliate Policies
Agreement ” means
the Inter-Affiliate Policies and the Inter-Affiliate Procedures of Cleco
Corporation, each dated as of April 11, 2005.




“ Interest Coverage
Ratio ” means
as of any fiscal quarter end, the ratio of (i) EBITDA
for the period of the four consecutive fiscal quarters ending thereon to (ii) Interest
Expense for such period.




“ Interest Election
Request ” means a
request by the Borrower to convert or continue a Borrowing in accordance with Section
3.2 .




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 Cleco
Corporation First Amended and Restated Credit Agreement


“ Interest
Expense ” means
for any period, the interest expense, both expensed and capitalized (including
the interest component in respect of Capital Lease Obligations), of the Borrower
and its Subsidiaries during such period, determined on a consolidated basis in
accordance with GAAP. Regardless of whether or not the Storm Recovery Bonds or
other obligations of the Borrower or any Subsidiary (including Finsub) in
respect of the Storm Recovery Program constitutes Indebtedness under GAAP, the
Indebtedness and other liabilities of Finsub in respect of the Storm Recovery
Bonds and any credit enhancement with respect thereto shall be taken into
account in calculating Interest Expense.




“ Interest Payment
Date ” means (i) with
respect to any ABR Loan, the last day of each March, June, September and
December, (ii) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Eurodollar Loan is a part and, in the case of a
Eurodollar Loan with an Interest Period of more than three months’ duration,
each day prior to the last day of such Interest Period that occurs at intervals
of three months’ duration after the first day of such Interest Period and (iii) with
respect to all Loans, the Maturity Date.




“ Interest
Period ” means,
with respect to any Eurodollar Borrowing, the period commencing on the date of
such Borrowing and ending on the numerically corresponding day in the calendar
month that is one, two, three or six months thereafter, as the Borrower may
elect, provided that (i) if any
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 fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, and (ii) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date
of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.




“ Issuing
Bank ” means
BNY, in its capacity as issuer of Letters of Credit.




“ KeyBank ” means
KeyBank National Association.




“ LC
Disbursement ” means a
payment made by the Issuing Bank pursuant to a Letter of Credit.




“ LC
Exposure ” means,
at any time, (i) with
respect to all of the Lenders, the sum, without duplication, of (x) the
aggregate undrawn amount of all outstanding Letters of Credit at such time plus (y) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time and (ii) with
respect to each Lender, its Applicable Percentage of the amount determined under
clause (i).




“ Lenders ” means
the Persons listed on Schedule
2.1 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Assumption an Increase Supplement, other than any such Person that ceases to be
a party hereto pursuant to an Assignment and Assumption.




“ Letter of
Credit ” means
any standby letter of credit (and any successive renewals thereof) issued
pursuant to this Credit Agreement, and including any Letters of Credit (under
and as defined in the Original Credit Agreement) which remain outstanding on the
First Restatement Effective Date.




-11-
 Cleco
Corporation First Amended and Restated Credit Agreement


“ Letter of Credit
Commitment ” means,
with respect to the Issuing Bank, the commitment of the Issuing Bank to issue
Letters of Credit hereunder. The amount of the Issuing Bank’s Letter of Credit
Commitment is $60,000,000.




“ LIBO Rate ” means,
with respect to any Eurodollar Borrowing for any Interest Period, the rate
appearing on the Dow Jones Markets Telerate Page 3750 (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period. In the event that such rate does not appear on the Dow Jones
Markets Telerate Page 3750 (or on any such successor or substitute page, or any
successor to or substitute for such Service) at such time for any reason, then
the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest
Period shall be the rate of interest per annum, as reported by BNY to the
Administrative 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 Loan 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.




“ Lien ” means,
with respect to any asset, (i) any
mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or
security interest in, on or of such asset, (ii) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement relating to such asset and (iii) in the
case of securities, any purchase option, call or similar right of a third party
with respect to such securities.




“ Loan ” means a
loan referred to in Section
2.1(a) and made
pursuant to Section
2.4 .




“ Loan
Documents ” means
this Credit Agreement, the Notes and the documentation in respect of each Letter
of Credit.




“ LPSC ” means
the Louisiana Public Service Commission or any Governmental Authority succeeding
to the functions thereof.




“ Margin
Stock ” has the
meaning assigned to such term in Regulation U.




“ Material Adverse
Change ” means a
material adverse change in (i) the financial condition, operations, business,
prospects or property of (a) the Borrower or (b) the Borrower and the Restricted
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 Credit Parties
to enforce their rights and remedies under the Loan Documents.




“ Material Adverse
Effect ” means a
material adverse effect on (i) the financial condition, operations, business,
prospects or property of (a) the Borrower or (b) the Borrower and the Restricted
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 Credit Parties
to enforce their rights and remedies under the Loan Documents.




-12-
 Cleco
Corporation First Amended and Restated Credit Agreement


“ Material
Obligations ” means
as of any date, Indebtedness (other than Indebtedness under the Loan Documents)
or operating leases of any one or more of the Borrower or any Restricted
Subsidiary or, in the case of the Borrower only, any Guarantee, in an aggregate
principal amount exceeding $20,000,000. For purposes of determining Material
Obligations, the “principal amount” of Indebtedness, operating leases or
Guarantees at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that the Borrower or such Restricted Subsidiary, as
applicable, would be required to pay if such Indebtedness, operating leases or
Guarantees became due and payable on such day.




“ Material Total
Assets ” means
as of any date of determination, the total assets of the Borrower and the
Restricted Subsidiaries, determined on a consolidated basis in accordance with
GAAP.




“ Maturity
Date ” means
June 2, 2011.




“ Midstream ” means
Cleco Midstream Resources LLC, a Louisiana limited liability company and a
direct wholly-owned Subsidiary.




“ Moody’s ” means
Moody’s Investors Service, Inc., or any successor thereto.




“ Multiemployer
Plan ” means a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.




“ New
Lender ” has the
meaning assigned to such term in Section
2.5(d) .




“ Notes ”
means,  with
respect to each Lender, a promissory note evidencing such Lender’s Loans payable
to the order of such Lender (or, if required by such Lender, to such Lender and
its registered assigns) substantially in the form of Exhibit D .




“ Obligations ” means (i) the due
and punctual payment of (a) principal of and premium, if any, and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, and (b) all other monetary obligations, including reimbursement
obligations in respect of LC Disbursements, fees, commissions, costs, expenses
and indemnities, whether primary, secondary, direct, contingent, fixed or
otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding), of the Borrower to the Secured
Parties, or that are otherwise payable to any Credit Party, in each case under
the Loan Documents and (ii) the due
and punctual performance of all covenants, agreements, obligations and
liabilities of the Borrower under or pursuant to the Loan
Documents.




“ Original Credit
Agreement ” has the
meaning assigned to such term in Recital A .




“ Other
Taxes ” means
any and all current or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, the Loan Documents.




“ Participant ” has the
meaning assigned to such term in Section
10.4(d) .




-13-
 Cleco
Corporation First Amended and Restated Credit Agreement


“ Patriot
Act ” has the
meaning assigned to such term in Section
10.15 .




“ PBGC ” means
the Pension Benefit Guaranty Corporation referred to and defined in
ERISA.




“ Permitted
Encumbrances ”
means:




(a)  Liens
imposed by law for taxes, assessments or similar charges incurred in the
ordinary course of business that are not yet due or are being contested in
compliance with Section
6.4 , provided that
enforcement of such Liens is stayed pending such contest;




(b)  landlords’,
vendors’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and
other like Liens imposed by law, arising in the ordinary course of business and
securing obligations that are not which are not delinquent or are being
contested in compliance with Section
6.6 , provided that
enforcement of such Liens is stayed pending such contest;




(c)  pledges
and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
regulations (but not ERISA);




(d)  pledges
and deposits to secure the performance of bids, trade contracts (other than
contracts for the payment of money), leases, purchase agreements to the extent
that the related purchase is permitted by Section
7. 3,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of business;




(e)  judgment
liens in respect of judgments that do not constitute an Event of Default under
clause (j) of Article 8 ;




(f)  easements,
zoning restrictions, rights of way, rights of way, minor defects, irregularities
and other similar encumbrances on real property imposed by law or arising in the
ordinary course of business that do not secure any monetary obligations and do
not materially detract from the value of the affected property or materially
interfere with the ordinary conduct of business of the Borrower and the
Restricted Subsidiaries, as the case may be;




(g)  Liens in
favor of a financial institution encumbering deposits (including the right of
set-off) held by such financial institution in the ordinary course of its
commercial business and which are within the general parameters customary in the
banking industry; and




(h)  Liens on
Margin Stock to the extent that a prohibition on such Liens would violate
Regulation U;




(i)  leases or
subleases granted to others that do not materially interfere with the ordinary
conduct of business of the Borrower and the Restricted
Subsidiaries;




(j)  licenses
of Intellectual Property granted by the Borrower or any Restricted Subsidiary in
the ordinary course of business and not materially interfering with the ordinary
conduct of the business of the Borrower and the Restricted Subsidiaries;
and




-14-
 Cleco
Corporation First Amended and Restated Credit Agreement


(k)  Liens in
favor of customs and revenue authorities arising as a matter of law to secure
payment of custom duties in connection with the importation of
goods.




“ Permitted Hedge
Agreement ” means a
transaction in futures, forwards, swaps, options or other similar contracts
(including both physical and financial settlement transactions), engaged in by a
Person as part of its normal business operation with the purpose and effect of
fixing prices as a risk management strategy or hedge against adverse changes in
the prices of electricity, gas or fuel or interest rates (including commodity
price hedges, swaps, caps, floors, collars and similar agreements designed to
protect such Person against fluctuation in commodity prices or any option with
respect to any such transaction), and not for purposes of speculation and not
intended primarily as a borrowing of funds.




“ Permitted
Investments ”
means:




(a)  debt
obligations maturing within one year from the date of acquisition thereof to the
extent the principal thereof and interest thereon is backed by the full faith
and credit of the United States of America;




(b)  investments
in commercial paper maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, the highest credit rating
obtainable either from S&P or from Moody’s;




(c)  investments
in certificates of deposit, banker’s acceptances and time deposits maturing
within 180 days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any
domestic office of any commercial bank organized under the laws of the United
States of America or any State thereof that has a combined capital and surplus
and undivided profits of not less than $500,000,000 or, to the extent not
otherwise included, any Lender;




(d)  fully
collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) of this definition and entered into with a
financial institution satisfying the criteria described in clause (c) of this
definition;




(e)  auction
rate securities subject to a “dutch auction” process within 90 days or less, provided that
such auction rate securities have a AAA rating or the Moody’s equivalent, in
each case, at the time of acquisition;




(f)  money
market mutual funds, 90% of the investments of which are in cash or investments
contemplated by clauses (a), (b) and (c) of this definition;




(g)  investments
consisting of Equity Interests and other non-cash consideration received as
consideration for an Asset Sale permitted by Section
7.3 ;




(h)  investments
in any Equity Interests of customers received pursuant to any plan of
reorganization or similar arrangement upon the bankruptcy or insolvency of such
customer or in satisfaction or partial satisfaction in settlement of delinquent
or overdue accounts in the ordinary course of business from financially troubled
customers;




-15-
 Cleco
Corporation First Amended and Restated Credit Agreement


(i)  subject
to the provisions of Section
6.12 , loans
and advances to employees of the Borrower and its Subsidiaries made in the
ordinary course of business in an aggregate principal amount not to exceed
$2,000,000 in the aggregate at any one time;




(j)  investments
consisting of prepaid expenses or deposits, prepayments and other credits to
suppliers made in the ordinary course of business; and




(k)  investments
in and to any Person which is not a Subsidiary, provided that the
aggregate amount of investments made in such non-Subsidiaries after the First
Restatement Date shall not exceed $1,000,000 during the entire term of this
Credit Agreement.




“ Perryville ” means
Perryville Energy Holdings LLC, a Louisiana limited liability company and a
wholly owned subsidiary of Midstream.




“ Perryville
Entities ” means
collectively, (i) Perryville, (ii) each subsidiary of Perryville, (iii)
Perryville Partners, (iv) each other corporation in which any of the foregoing
owns or controls at least 50% of the outstanding Equity Interests 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, and (v) each other
association, partnership, joint venture or other business entity, in which any
of the foregoing is entitled to share in at least 50% of the profits and losses,
however determined.




“ Perryville
Partners ” means
Perryville Energy Partners LLC, a Delaware limited liability company and a
wholly owned subsidiary of Perryville.




“ Person ” means
any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.




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




“ Platform ” has the
meaning assigned to such term in Section
6.2 .




“ Pricing
Level ” means
Pricing Level I, Pricing Level II, Pricing Level III, Pricing Level IV, Pricing
Level V or Pricing Level VI, as the context may require.




“ Pricing Level
I ” means
any time when (i) no Event of Default has occurred and is continuing, (ii) the
Senior Debt Rating is A- or higher by S&P or A3 or higher by Moody’s.




“ Pricing Level
II ” means
any time when (i) no Event of Default has occurred and is continuing, (ii) the
Senior Debt Rating is BBB+ or higher by S&P or Baa1 or higher by Moody’s and
(iii) Pricing Level I does not apply.




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




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 Cleco
Corporation First Amended and Restated Credit Agreement


“ Pricing Level
IV ” means
any time when (i) no Event of Default has occurred and is continuing, (ii) the
Senior Debt Rating is BBB- or higher by S&P or Baa3 or higher by Moody’s and
(iii) Pricing Levels I, II and III do not apply.




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




“ Pricing Level
VI ” means
any time when none of Pricing Levels I, II, III, IV and V is
applicable.




“ Prime
Rate ” means
the rate of interest per annum publicly announced from time to time by BNY as
its prime commercial lending rate at its principal office in New York City; each
change in the Prime Rate being effective from and including the date such change
is publicly announced as being effective. The Prime Rate is not intended to be
lowest rate of interest charged by BNY in connection with extensions of credit
to borrowers.




“ Properties ” has the
meaning assigned to such term in Section
4.6 .




“ Public
Lender ”  has the
meaning assigned to such term in Section
6.2 .




“ Register ” has the
meaning assigned to such term in Section
10.4(c) .




“ Regulation
D ” means
Regulation D of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.




“ Regulation
T ” means
Regulation T of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.




“ Regulation
U ” means
Regulation U of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.




“ Regulation
X ” means
Regulation X of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.




“ Related
Parties ” means,
with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.




“ Remedial
Action ” means
(a) “remedial action” as such term is defined in CERCLA, 42 U.S.C. Section
9601(24), and (b) all other actions required by any Governmental Authority or
voluntarily undertaken to: (i) clean up, remove, treat, abate or in any other
way address any Hazardous Material in the environment; (ii) prevent the Release
or threat of Release, or minimize the further Release of any Hazardous Material
so it does not migrate or endanger or threaten to endanger public health,
welfare or the environment; or (iii) perform studies and investigations in
connection with, or as a precondition to, (i) or (ii) above.




“ Required Deposit
Amount ” means
in the event that as a result of the deposit of cash collateral with the
Administrative Agent pursuant to Section
2.8(i) the
Borrower (i) is not
required to




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 Cleco
Corporation First Amended and Restated Credit Agreement


grant a
security interest in such cash collateral to any other Person, an amount equal
to the LC Exposure on the date on which cash collateral is required to be
deposited, or (ii) is
required to grant a security interest in such cash collateral to any other
Person, an amount equal to the LC Exposure on the date on which cash collateral
is required to be deposited multiplied by a fraction, the numerator of which is
the sum of the LC Exposure plus the
principal amount of all other obligations to be secured by such cash collateral
and the denominator of which is the amount of such LC Exposure.




“ Required
Lenders ” means,
at any time, Lenders having unused Commitments, LC Exposure and outstanding
Loans representing at least 51% of the sum of the unused Commitments, LC
Exposure and outstanding Loans of all Lenders.




“ Restricted
Payment ” means,
as to any Person, (i) any
dividend or other distribution by such Person (whether in cash, securities or
other property) with respect to any Equity Interests of such Person, (ii) any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such Equity Interest, and (iii) any
payment of principal or interest or any purchase, redemption, retirement,
acquisition or defeasance with respect to any Indebtedness of such Person which
is subordinated to the payment of the Obligations.




“ Restricted
Subsidiary ” means
each Subsidiary of the Borrower other than an Unrestricted
Subsidiary.




“ S&P ” means
Standard & Poor’s Ratings Group, a division of The McGraw Hill Companies, or
any successor thereto.




“ SEC ” means
the Securities and Exchange Commission or any Governmental Authority succeeding
to the functions thereof.




“ Senior Debt
Rating ” means
at any date, the credit rating identified by S&P or Moody’s as the credit
rating which (i) it has assigned to long term unsecured senior debt of the
Borrower or (ii) would assign to long term unsecured senior debt of the Borrower
were the Borrower to issue or have outstanding any long term unsecured senior
debt on such date. If either (but not both) Moody’s or S&P shall cease to be
in the business of rating corporate debt obligations, the Pricing Levels shall
be determined on the basis of the ratings provided by the other rating
agency.




“ Statutory Reserve
Rate ” means a
fraction (expressed as a decimal), the numerator of which is the number one and
the denominator of which is the number one minus the
aggregate of the maximum reserve percentages, if any, (including any marginal,
special, emergency or supplemental reserves) expressed as a decimal established
by the Board to which member banks of the United States Federal Reserve System
in New York City with deposits exceeding $250,000,000) are subject for
eurocurrency funding (currently referred to as “ Eurocurrency
liabilities ” in
Regulation D). Such reserve percentages shall include those imposed pursuant to
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.




“ Storm Recovery
Act ” means
the Louisiana Electric Utility Storm Recovery Securitization Act.




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 Cleco
Corporation First Amended and Restated Credit Agreement


“ Storm Recovery
Activity ” means
any activity or activities by or on behalf of the Utility in connection with the
restoration of service associated with electric power outages affecting the
Utility’s customers as the result of a storm or storms, including mobilization,
staging, and construction, reconstruction, replacement, or repair of electric
generation, transmission, or distribution facilities.




“ Storm Recovery Asset
Sale ” means
any sale, transfer or other disposition by the Utility to Finsub of Storm
Recovery Property pursuant to a Storm Recovery Financing Order.




“ Storm Recovery
Bonds ” means
bonds, debentures, notes, certificates of participation, certificates of
ownership, or other evidences of Indebtedness or ownership that are issued by
Finsub pursuant to an indenture, contract, or other agreement pursuant to a
Storm Recovery Financing Order, the proceeds of which are used directly or
indirectly to provide, recover, finance, or refinance LPSC-approved Storm
Recovery Costs, Storm Recovery Financing Costs and costs to replenish or fund a
Storm Recovery Reserve to such level as the LPSC may authorize in the applicable
Storm Recovery Financing Order, and which are secured by or payable from Storm
Recovery Property.




“ Storm Recovery
Charges ” means
the amounts authorized by the LPSC to recover, finance or refinance Storm
Recovery Costs, Storm Recovery Financing Costs, and costs to replenish or fund a
Storm Recovery Reserve to such level as the LPSC may authorize in a Storm
Recovery Financing Order.




“ Storm Recovery
Costs ” means,
as approved by the LPSC, costs incurred or to be incurred by the Utility in
undertaking a Storm Recovery Activity.




“ Storm Recovery Financing
Costs ” means,
collectively, (i) interest
and acquisition, defeasance, or redemption premiums that are payable on Storm
Recovery Bonds, (ii) any
payment required under an ancillary agreement and any amount required to fund or
replenish reserve or other accounts established under the terms of any
indenture, ancillary agreement, or other financing documents pertaining to Storm
Recovery Bonds, (iii) any
other cost related to issuing, supporting, repaying, and servicing Storm
Recovery Bonds, including servicing fees, accounting and auditing fees, trustee
fees, legal fees, consulting fees, administrative fees, placement and
underwriting fees, capitalized interest, rating agency fees, stock exchange
listing and compliance fees, and filing fees, including costs related to
obtaining the Storm Recovery Financing Order; (iv) any
income taxes and license fees imposed on the revenues generated from the
collection of Storm Recovery Charges or otherwise resulting from the collection
of Storm Recovery Charges, in any such case whether paid, payable, or accrued,
and (v) any
state and local taxes, franchise, gross receipts, and other taxes or similar
charges including but not limited to regulatory assessment fees, in any such
case whether paid, payable, or accrued.




“ Storm Recovery Financing
Order ” means
an order of the LPSC which allows for (i) the
issuance by Finsub of Storm Recovery Bonds, (ii) the
imposition, collection, and periodic adjustments of Storm Recovery Charges by
the Utility, (iii) the
creation of Storm Recovery Property, (iv) the
sale, assignment, or transfer of Storm Recovery Property by the Utility to
Finsub.




“ Storm Recovery
Program ” means
the sale of, or transfer of interests in, Storm Recovery Property by the Utility
to Finsub in exchange for consideration equal to the fair market value of such
Storm Recovery Property (i.e., a “true sale”) and the issuance of Storm Recovery
Bonds by Finsub.




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 Cleco
Corporation First Amended and Restated Credit Agreement


“ Storm Recovery Program
Documentation ” means
all written agreements that may from time to time be entered into by the Utility
and/or Finsub in connection with any Storm Recovery Program.




“ Storm Recovery
Property ” means
the contract right constituting incorporeal movable property newly created
pursuant to the Storm Recovery Act which may consist of any of (i) all
rights and interests of the Utility or Finsub under a Storm Recovery Financing
Order, including the right to impose, bill, charge, collect, and receive Storm
Recovery Charges authorized in such Storm Recovery Financing Order and to obtain
periodic adjustments to such charges as may be provided in such Storm Recovery
Financing Order, (ii) all
revenues, collections, claims, rights to payments, payments, money, or proceeds
arising from the rights and interests specified in clause (i) above, regardless
of whether such revenues, collections, claims, rights to payment, payments,
money, or proceeds are imposed, billed, received, collected, or maintained
together with or commingled with other revenues, collections, rights to payment,
payments, money, or proceeds.




“ Storm Recovery
Reserve ” means a
storm reserve or such other similar reserve established by the Utility pursuant
to order or rule of the LPSC.




“ subsidiary ” means,
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 Equity
Interests 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. Unless the context otherwise requires, references to a Subsidiary
shall be deemed to be references to a Subsidiary of the Borrower.




“ Syndication
Agents ” means,
collectively, Chase and WestLB, in their capacities as syndication agents for
the Lenders hereunder.




“ Tax ” means
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.




“ Tax on the Overall Net
Income ” means,
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 lending office in the
United States of America designated in its Administrative Questionnaire or such
other office as such Lender may designate in writing to the Administrative Agent
and the Borrower) 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).




“ Total
Capitalization ” means,
at any time, the difference between (i) the sum
of each of the following at such time with respect to the Borrower and the
Subsidiaries, determined on a consolidated basis in accordance with GAAP: (a)
preferred Equity Interests (less deferred compensation relating to unallocated
convertible preferred Equity Interests held by the Employee Stock Ownership
Plan), plus (b) common Equity Interests and any premium on Equity Interests
thereon (as such term is used in the Financial Statements), excluding
accumulated other




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 Cleco
Corporation First Amended and Restated Credit Agreement


(ii) treasury
stock at such time of the Borrower and the Subsidiaries, determined on a
consolidated basis in accordance with GAAP.




“ Total
Indebtedness ” means
at any time, all Indebtedness (net of unamortized premium and discount (as such
term is used in the Financial Statements)) at such time of the Borrower and the
Subsidiaries, determined on a consolidated basis in accordance with GAAP.
Regardless of whether or not the Storm Recovery Bonds or other obligations of
the Borrower or any Subsidiary (including Finsub) in
respect of the Storm Recovery Program constitutes
Indebtedness under GAAP, the Indebtedness and other liabilities of Finsub in
respect of the Storm Recovery Bonds and any credit enhancement with respect
thereto shall be taken into account in calculating Total
Indebtedness.




“ Transactions ” means (i) the
execution, delivery and performance by the Borrower of each Loan Document to
which it is a party, (ii) the
borrowing of the Loans and the issuance of the Letters of Credit, and (iii) the use
of the proceeds of the Loans and the Letters of Credit.




“ Type ”, when
used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined
by reference to (i) the
Adjusted LIBO Rate or (ii) the
Alternate Base Rate.




“ UBOC ” means
Union Bank of California, N.A




“ Unconsolidated
Person ” means
any Subsidiary, joint venture or other Person that operates a power plant or
similar project in which the Borrower or any Subsidiary invests or has invested
and which, pursuant to GAAP as in effect on such date, would not be consolidated
with the Borrower for financial reporting purposes immediately after giving
effect to such investment.




“ Unrestricted
Subsidiaries ” means
collectively, (i) Midstream, (ii) Cleco
Support, (iii) CLE
Resources, (iv) Innovations, (v) notwithstanding the fact that Acadia Holdings’ equity interest in Acadia Power
is not in excess of 50%, Acadia Power, (vi) each of
their respective subsidiaries and (vii) any
future established or acquired Subsidiary (other than the Utility and the
Utility Subsidiaries).




“ Utility ” means
Cleco Power LLC, a Louisiana limited liability company, successor by merger to
Cleco Utility Group Inc., a Louisiana corporation.




“ Utility Credit
Agreement ” means
the First Amended and Restated Credit Agreement, dated as of June 2, 2006, by
and among the Utility, the lenders party thereto, Chase and WestLB., as
syndication agents thereunder, KeyBank and UBOC, as documentation agents
thereunder, and BNY, as administrative agent thereunder.




“ Utility Financial
Statements ” has the
meaning assigned to such term in Section 4.4(a) .




“ Utility
Indenture ” means
the Indenture, dated as of October 1, 1988, between the Borrower and The Bank of
New York Trust Company, N.A., as trustee.




“ Utility
Mortgage ” means
the Indenture of Mortgage, dated as of July 1, 1950, made by the Utility to Bank
One Trust Company, NA, as Trustee.




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 Cleco
Corporation First Amended and Restated Credit Agreement


“ Utility
Subsidiaries ” means
collectively, the subsidiaries of the Utility, each, a “Utility
Subsidiary”.




“ Voting
Security ” means a
security which ordinarily has voting power for the election of the board of
directors (or other governing body), whether at all times or only so long as no
senior class of Equity Interests has such voting power by reason of any
contingency.




“ WestLB ” means
WestLB AG, New York Branch.




“ Withdrawal
Liability ” means
liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.




Section
1.2  Classification of Loans and
Borrowings . For purposes of
this Credit Agreement, (i) Loans
may be classified and referred to by Type ( e.g. , a
“ Eurodollar
Loan ”) and (ii) Borrowings may also be classified and referred to by Type ( e.g. , a
“ Eurodollar
Borrowing ”).




Section
1.3  Terms
Generally . The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”. The word “will” shall be construed to have the same
meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified, (ii) any
definition of or reference to any law shall be construed as referring to such
law as from time to time amended and any successor thereto and the rules and
regulations promulgated from time to time thereunder, (iii) any
reference herein to any Person shall be construed to include such Person’s
successors and assigns, (iv) the
words “herein”, “hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Credit Agreement in its entirety and not to any
particular provision hereof, (v) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Credit Agreement, and (vi) the
words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract
rights.




Section
1.4  Accounting Terms;
GAAP . Except
as otherwise expressly provided herein, as used in the Loan Documents and in any
certificate, opinion or other document 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.
If at any time any change in GAAP would affect the computation of any financial
requirement set forth in this Credit Agreement, the Administrative 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 Credit Parties financial statements and other
documents required under this Credit 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. Except
as otherwise expressly provided herein, the computation of financial ratios and
requirements set forth in this Credit Agreement shall be consistent with the
Borrower’s financial statements required to be delivered hereunder.




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 Cleco
Corporation First Amended and Restated Credit Agreement


Section
1.5  Rounding . Any
financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest number).






ARTICLE 2.




THE
CREDITS







Section
2.1  Commitments .




(a)  Subject
to the terms and conditions hereof, each Lender agrees to make Loans to the
Borrower in dollars from time to time during the Availability Period in an
aggregate principal amount that will not result in such Lender’s Credit Exposure
exceeding such Lender’s Commitment. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Loans.




(b)  If on the
First Restatement Effective Date, Loans are outstanding and (x) one or
more Persons which were Lenders (under and as defined in the Original Credit
Agreement) are Departing Lenders and/or (y) the
Commitments one or more Continuing Lenders are higher or lower than their
respective Commitments (under and as defined in the Original Credit Agreement),
then on the First Restatement Effective Date and subject to the terms and
conditions hereof:




(i)  each
Continuing Lender whose Commitment is higher or lower than its Commitment (under
and as defined in the Original Credit Agreement) shall be deemed to have entered
into a master assignment and assumption, in form and substance substantially
similar to Exhibit A ,
pursuant to which each such Continuing Lender shall have assigned to or assumed
from each other such Continuing Lender, a portion of the Commitment, Loans and
LC Exposure of each such Continuing Lender such that the outstanding Loans and
LC Exposure of each Lender immediately after First Restatement Effective Date
reflect proportionately the Commitments as set forth on Schedule
2.1 ;
and




(ii)  in
connection with such assignment, each such Continuing Lender shall pay to the
Administrative Agent, for the account of each such other Lender, such amount as
shall be necessary to reflect the assignment to it of Loans, and in connection
with such master assignment each such Continuing Lender may treat the assignment
of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for
purposes of Section
3.6 .




Section
2.2  Loans and
Borrowings .




(a)  Each Loan
shall be made as part of a Borrowing consisting of Loans made by the Lenders
ratably in accordance with their respective Commitments. The failure of any
Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder, provided that the
Commitments of the Lenders are several, and no Lender shall be responsible for
any other Lender’s failure to make Loans as required.




(b)  Subject
to Section
3.4 , each
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans, as
applicable, in each case as the Borrower may request in accordance




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 Cleco
Corporation First Amended and Restated Credit Agreement


herewith.
Each Lender at its option may make any Eurodollar Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Loan, provided that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Credit Agreement.




(c)  At the
commencement of each Interest Period for any Eurodollar Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of
1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is
made, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000, provided that an
ABR Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the total Commitments or in an aggregate amount that is required to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.8(e) .
Borrowings of more than one Type may be outstanding at the same time, provided that
there shall not at any time be more than a total of five Eurodollar Borrowings
outstanding.




(d)  Notwithstanding
any other provision of this Credit Agreement, the Borrower shall not be entitled
to request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity
Date.




Section
2.3  Requests
for Borrowings.




(a)  To
request a Borrowing, the Borrower shall deliver a Credit Request to the
Administrative Agent by hand or facsimile (or transmit by electronic
communication, if arrangements for doing so have been approved by the
Administrative Agent) or notify the Administrative Agent by telephone, in each
case to be promptly confirmed by the delivery to the Administrative Agent of a
signed Credit Request (i) in the
case of a Eurodollar Borrowing, not later than 11:30 a.m., New York City time,
three Business Days before the date of the proposed Borrowing or (ii) in the
case of an ABR Borrowing, not later than 11:30 a.m., New York City time, on the
date of the proposed Borrowing. Each such Credit Request (including each such
telephonic request) shall be irrevocable and shall specify the following
information in compliance with Section
2.2 :




(i)  the
aggregate amount of the requested Borrowing;




(ii)  the date
of such Borrowing, which shall be a Business Day;




(iii)  whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;




(iv)  in the
case of a Eurodollar Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and




(v)  the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section
2.4 .




(b)  If no
election as to the Type of Borrowing is specified, then the requested Borrowing
shall be an ABR Borrowing. If no Interest Period is specified with respect to
any requested Eurodollar Borrowing, then the Borrower shall be deemed to have
selected an Interest Period of one month’s duration. Promptly following receipt
of a Credit Request in accordance with this Section, the






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 Cleco
Corporation First Amended and Restated Credit Agreement


Administrative
Agent shall advise each Lender of the details thereof and of the amount of such
Lender’s Loan to be made as part of the requested Borrowing.




Section
2.4  Funding of
Borrowings .




(a)  Each
Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds by 2:00 p.m., New York
City time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders. Subject to Section
5.2 , the
Administrative Agent will make such Loans available to the Borrower by promptly
crediting or otherwise transferring the amounts so received, in like funds, to
an account of the Borrower maintained with the Administrative Agent and
designated by the Borrower in the applicable Credit  Request, provided that ABR
Loans made to finance the reimbursement of an LC Disbursement as provided in Section  2.8(e) shall be
remitted by the Administrative Agent to the Issuing Bank.




(b)  Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with Section
2.4(a) or Section
2.8(e) and may,
in reliance upon such assumption, make available to the Borrower or the Issuing
Bank, as applicable, a corresponding amount. In such event, if a Lender has not
in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower or the Issuing Bank, as applicable, to
but excluding the date of payment to the Administrative Agent, at (i) in the
case of such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the
case of the Borrower, the interest rate that would be otherwise applicable to
such Borrowing. Such payment by the Borrower, however, shall be without
prejudice to its rights against such Lender. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.




Section
2.5  Termination, Reduction and
Increase of Commitments .




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




(b)  The
Borrower may at any time terminate, or from time to time reduce, the
Commitments, provided that (i) the
Borrower shall not terminate or reduce the Commitments if, after giving effect
to any concurrent prepayment or repayment of the Loans in accordance with Section
2.7 , the sum
of the Credit Exposures would exceed the total Commitments, (ii) each
such reduction of the Commitments shall be in an amount that is an integral
multiple of $1,000,000 and not less than $5,000,000 and (iii) any
reduction of the Commitments to an amount below the LC Commitment shall be
automatically reduce the LC Commitment on a dollar for dollar
basis.




(c)  The
Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) of this Section at least three
Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following
receipt of any notice, the Administrative Agent shall advise the






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 Cleco
Corporation First Amended and Restated Credit Agreement


Lenders
of the contents thereof. Each notice delivered by the Borrower pursuant to this
Section shall be irrevocable, provided that a
notice of termination of the Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Each reduction, and any termination, of the
Commitments shall be permanent and each reduction of the Commitments shall be
made ratably among the Lenders in accordance with their respective Commitments.




(d)  The
Borrower may at any time and from time to time prior to the Maturity Date, at
its sole cost, expense and effort, request any one or more of the Lenders to
increase its Commitment (the decision to increase the Commitment of a Lender to
be within the sole and absolute discretion of such Lender), or any other Person
reasonably satisfactory to the Administrative Agent and the Issuing Bank to
provide a new Commitment, by submitting to the Administrative Agent and the
Issuing Bank an Increase Supplement duly executed by the Borrower and each such
Lender or other Person, as the case may be. If such Increase Supplement is in
all respects reasonably satisfactory to the Administrative Agent and the Issuing
Bank, the Administrative Agent shall execute such Increase Supplement and the
Administrative Agent shall deliver a copy thereof to the Borrower and each such
Lender or other Person, as the case may be. Upon execution and delivery of such
Increase Supplement by the Administrative Agent and the Issuing Bank, (x) in the
case of each such Lender (an “ Increasing
Lender ”), its
Commitment shall be increased to the amount set forth in such Increase
Supplement, (y) in the case of each such other Person (a “ New
Lender ”), such
New Lender shall become a party hereto and have the rights and obligations of a
Lender under the Loan Documents and its Commitment shall be as set forth in such
Increase Supplement; provided that:




(i)  immediately
after giving effect thereto, the sum of all increases in the aggregate
Commitments made pursuant to this Section
2.5(d) shall
not exceed $25,000,000;




(ii)  each such
increase of the aggregate Commitments shall be in an amount not less than
$10,000,000 or such amount plus an integral multiple of $1,000,000;




(iii)  if Loans
would be outstanding immediately after giving effect to any such increase, then
simultaneously with such increase (1) each such Increasing Lender, each New
Lender and each other Lender shall be deemed to have entered into a master
assignment and assumption, in form and substance substantially similar to Exhibit A ,
pursuant to which each such other Lender shall have assigned to each such
Increasing Lender and each such New Lender a portion of its Commitment, Loans
and LC Exposure necessary to reflect proportionately the Commitments as adjusted
in accordance with this subsection (d), and (2) in connection with such
assignment, each such Increasing Lender and each such New Lender shall pay to
the Administrative Agent, for the account of each such other Lender, such amount
as shall be necessary to reflect the assignment to it of Loans, and in
connection with such master assignment each such other Lender may treat the
assignment of Eurodollar Borrowings as a prepayment of such Eurodollar
Borrowings for purposes of Section
3.6 ;




(iv)  each such
other Person shall have delivered to the Administrative Agent and the Borrower
all forms, if any, that are required to be delivered by such other Person
pursuant to Section
3.7 ;
and




(v)  the
Borrower shall have delivered to the Administrative Agent with sufficient copies
for each Lender a certificate of a Financial Officer demonstrating pro forma
compliance with the terms of this Credit Agreement through the Maturity Date and
the






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 Cleco
Corporation First Amended and Restated Credit Agreement




Administrative
Agent shall have received such certificates and other items as it shall
reasonably request in connection with such increase.




Section
2.6  Repayment of Loans; Evidence
of Debt .




(a)  The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan on the
Maturity Date.




(b)  Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the debt of the Borrower to such Lender resulting from each
Loan made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.




(c)  The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Type thereof and the Interest Period, if
any, applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable
from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder for the account
of the Lenders and each Lender’s share thereof.




(d)  The
entries made in the accounts maintained pursuant to paragraphs (b) or (c) of
this Section shall, to the extent not inconsistent with any entries made in the
Notes, be prima facie evidence of the existence and amounts of the obligations
recorded therein, provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Credit
Agreement.




(e)  The Loans
made by each Lender shall be evidenced by a Note payable to the order of such
Lender, substantially in the form of Exhibit D .




Section
2.7  Prepayment of
Loans .




(a)  Voluntary
Prepayments . The
Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to the requirements of this Section.




(b)  Prepayments Resulting from
the Reduction of the Total Commitments . In the
event of any partial reduction or termination of the Commitments, then (i) at or
prior to the date of such reduction or termination, the Administrative Agent
shall notify the Borrower and the Lenders of the sum of the Credit Exposures
after giving effect thereto and (ii) if such
sum would exceed the total Commitments after giving effect to such reduction or
termination, then the Borrower shall, on the date of such reduction or
termination, prepay Borrowings in an amount sufficient to eliminate such
excess.




(c)  Notice of Prepayment;
Application of Prepayments . The
Borrower shall notify the Administrative Agent by telephone (confirmed by
facsimile) of any prepayment hereunder, (i) in the case of a prepayment of a
Eurodollar Borrowing, not later than 11:30 a.m., New York City time, three
Business Days before the date of prepayment or (ii) in the case of prepayment of
an ABR Borrowing, not later than 11:30 a.m., New York City time, on the date of
the prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof to
be prepaid, provided that, if
a notice of prepayment is given in




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Corporation First Amended and Restated Credit Agreement


connection
with a conditional notice of termination of the Commitments as contemplated by Section
2.5 , then
such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section
2.5 .
Promptly following receipt of any such notice relating to a Borrowing, the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing under Section
2.7(a) shall,
when added to the amount of each concurrent reduction of the Commitments and
prepayment of Borrowings under such Sections, be in an integral multiple of
$1,000,000 and not less than $5,000,000 (or, if the outstanding principal
balance of the Revolving Loans is less that such minimum amount, then such
lesser outstanding principal balance, as the case may be). Each prepayment of a
Borrowing shall be applied ratably to the Loans included in the prepaid
Borrowing. Prepayments shall be accompanied by accrued interest to the extent
required by Section
3.1 .




Section
2.8  Letters of
Credit .




(a)  General . Subject
to the terms and conditions set forth herein, the Borrower may request the
issuance of Letters of Credit denominated in dollars for its own account, in a
form acceptable to the Administrative Agent and the Issuing Bank, at any time
and from time to time during the period from the First Restatement Effective
Date to the tenth Business Day preceding the last day of the Availability
Period. In the event of any inconsistency between the terms and conditions of
this Credit Agreement and the terms and conditions of any form of letter of
credit application or other agreement submitted by the Borrower to, or entered
into by the Borrower with, the Issuing Bank relating to any Letter of Credit,
the terms and conditions of this Credit Agreement shall control.




(b)  Notice of Issuance;
Amendment; Renewal; Extension; Certain Conditions . To
request the issuance of a Letter of Credit (or the amendment, renewal or
extension of an outstanding Letter of Credit), the Borrower shall hand deliver
or facsimile (or transmit by electronic communication, if arrangements for doing
so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (not later than three Business Days before the requested
date of issuance, amendment, renewal or extension) a Credit  Request
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with paragraph (c)
of this Section), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit, provided that no
such notice shall be required in connection with the extension of an Evergreen
Letter of Credit. If requested by the Issuing Bank, the Borrower also shall
submit a letter of credit application on the Issuing Bank’s standard form in
connection with any request for a Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if (and, upon issuance, amendment,
renewal or extension of each Letter of Credit, the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension, (i) the LC Exposure shall not exceed the Letter of Credit
Commitment and (ii) the total Credit Exposures shall not exceed the total
Commitments.




(c)  Expiration
Date . Each
Letter of Credit shall expire at or prior to the close of business on the
earlier of (i) the date that is one year after the date of the issuance of such
Letter of Credit (or, in the case of any renewal or extension thereof, one year
after such renewal or extension), and (ii) the date that is ten Business Days
prior to the Maturity Date, provided that any
Letter of Credit may provide for the automatic renewal thereof for any period
(unless the Issuing Bank elects not to extend) so long as such period ends (x) ten
Business Days prior to the Maturity Date or (y) if the
Borrower shall have deposited cash collateral with the Administrative Agent as
required by Section
2.8(i) , ten
Business Days prior to the date that is one year after the date of the issuance
of such Letter




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 Cleco
Corporation First Amended and Restated Credit Agreement


of Credit
(or, in the case of any renewal or extension thereof, one year after such
renewal or extension).




(d)  Participations . By the
issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing
the amount thereof) and without any further action on the part of the Issuing
Bank or the Lenders, the Issuing Bank hereby grants to each Lender and each
Lender hereby acquires from the Issuing Bank, a participation in such Letter of
Credit equal to such Lender’s Applicable Percentage of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in
furtherance of the foregoing, each such Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement
made by the Issuing Bank and not reimbursed by the Borrower on the date due as
provided in paragraph (e) of this Section, or of any reimbursement payment
required to be refunded to the Borrower for any reason. Each such Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever; provided that no
Lender shall be obligated to make any payment to the Administrative Agent for
any wrongful LC Disbursement made by the Issuing Bank as a result of acts or
omissions constituting willful misconduct or gross negligence on the part of the
Issuing Bank.




(e)  Reimbursement If the
Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit,
then the Issuing Bank shall either (i) notify
the Borrower to reimburse the Issuing Bank therefor, in which case the Borrower
shall reimburse such LC Disbursement by paying to the Administrative Agent an
amount equal to such LC Disbursement and any accrued interest thereon not later
than 2:00 p.m. on the date that such LC Disbursement is made, if the Borrower
shall have received notice of such LC Disbursement prior to 11:00 a.m. on such
date, or if such notice has not been received by the Borrower prior to such time
on such date, then not later than 2:00 p.m. on the Business Day immediately
following the day that the Borrower receives such notice, provided that, if
the LC Disbursement is equal to or greater than $1,000,000, the Borrower may,
subject to the conditions of borrowing set forth herein, request in accordance
with Section
2.3 or this Section
2.8 that
such payment be financed with an ABR Borrowing in an equivalent amount and, to
the extent so financed, the Borrower’s obligation to make such payment shall be
discharged and replaced by the resulting ABR Borrowing, and/or (ii) notify
the Administrative Agent that the Issuing Bank is requesting that the Lenders
make an ABR Borrowing in an amount equal to such LC Disbursement and any accrued
interest thereon, in which case (A) the Administrative Agent shall notify each
Lender of the details thereof and of the amount of such Lender’s Loan to be made
as part of such ABR Borrowing, and (B) each Lender shall, whether or not any
Default shall have occurred and be continuing, any representation or warranty
shall be accurate, any condition to the making of any Loan hereunder shall have
been fulfilled, or any other matter whatsoever, make the Loan to be made by it
under this paragraph by wire transfer of immediately available funds to the
account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders on (1) the Business Day that such Lender
receives such notice, if such notice is received prior to 12:00 noon, New York
City time, on the day of receipt or (2) the Business Day immediately following
the day that such Lender receives such notice, if such notice is not received
prior to such time on the day of receipt. Such Loans shall, for all purposes
hereof, be deemed to be an ABR Borrowing referred to in Section
2.2(a) and made
pursuant to Section
2.3 , and the
Lenders obligations to make such Loans shall be absolute and unconditional. The
Administrative Agent will make such Loans available to the Issuing




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 Cleco
Corporation First Amended and Restated Credit Agreement


Bank by
promptly crediting or otherwise transferring the amounts so received, in like
funds, to the Issuing Bank for the purpose of repaying in full the LC
Disbursement and all accrued interest thereon.




(f)  Obligations
Absolute . The
Borrower’s obligations to reimburse LC Disbursements as provided in paragraph
(e) of this Section shall be absolute, unconditional and irrevocable, and shall
be performed strictly in accordance with the terms of this Credit Agreement
under any and all circumstances whatsoever and irrespective of (i) any lack
of validity or enforceability of any Letter of Credit or any Loan Document, or
any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent, insufficient or invalid in any respect or any statement therein
being untrue or inaccurate in any respect, (iii) payment
by the Issuing Bank under a Letter of Credit against presentation of a draft or
other document that does not comply with the terms of such Letter of Credit, (iv) any
amendment or waiver of or any consent to departure from all or any of the
provisions of any Letter of Credit or any Loan Document, (v) the
existence of any claim, set-off, defense or other right that the Borrower, any
other party guaranteeing, or otherwise obligated with, such Borrower, any
Subsidiary or other Affiliate thereof or any other Person may at any time have
against the beneficiary under any Letter of Credit, any Credit Party or any
other Person, whether in connection with this Credit Agreement, any other Loan
Document or any other related or unrelated agreement or transaction, or (vi) any
other act or omission to act or delay of any kind of any Credit Party or any
other Person or any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of, or provide a right of
set-off against, the Borrower’s obligations hereunder. Neither any Credit Party
nor any of their respective Related Parties shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the
foregoing shall not be construed to excuse the Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Bank’s failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of the Issuing Bank (as finally
determined by a court of competent jurisdiction), the Issuing Bank shall be
deemed to have exercised care in each such determination. In furtherance of the
foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.




(g)  Disbursement
Procedures . The
Issuing Bank shall, promptly following its receipt thereof, examine all
documents purporting to represent a demand for payment under a Letter of Credit.
The Issuing Bank shall promptly notify (which may include telephonic notice,
promptly confirmed by facsimile) the Administrative Agent and the Borrower of
such demand for payment and whether the Issuing Bank has made or will make an LC
Disbursement thereunder; provided that any
failure to give or delay in giving such notice shall not relieve the Borrower of
its obligation to reimburse the Issuing Bank and the Lenders with respect to any
such LC Disbursement.




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 Cleco
Corporation First Amended and Restated Credit Agreement


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




(i)  Cash
Collateral . In the
event that (i) an Event
of Default shall occur and be continuing or (ii) any
Letters of Credit are outstanding on or after the tenth Business Day prior to
the Maturity Date (or any LC Disbursements remain unreimbursed on or after such
date), the Borrower shall deposit with the Administrative Agent in immediately
available funds on the Business Day on which it receives notice from the
Administrative Agent or Required Lenders demanding the deposit of cash
collateral in the case of clause (i), or on or before the tenth Business Day
prior to the Maturity Date in the case of clause (ii), an amount equal to the
Required Deposit Amount, which amount shall be held by the Administrative Agent
as cash collateral pursuant to a cash collateral agreement in form and substance
satisfactory to the Administrative Agent and the Issuing Bank to secure the
Borrower’s reimbursement obligations with respect to LC Disbursements; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default described
in clause (h) or (i) of Article 8 . Such
deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrower under this Credit Agreement.
The Administrative Agent shall have exclusive dominion and control, including
the exclusive right of withdrawal, over such account. Such deposit shall not
bear interest, nor shall the Administrative Agent be under any obligation
whatsoever to invest the same, provided that, at
the request of the Borrower, such deposit shall be invested by the
Administrative Agent in direct short term obligations of, or short term
obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America, in each case maturing no later than
the expiry date of the Letter of Credit giving rise to the relevant LC Exposure.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the
consent of Required Lenders), be applied to satisfy other obligations of the
Borrower under this Credit Agreement. If the Borrower is required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event of
Default, such amount (to the extent not applied as aforesaid) shall be returned
to the Borrower within three Business Days after all Events of Default have been
cured or waived. If the Borrower is required to provide cash collateral
hereunder as a result of clause (ii) of the first sentence of this subsection,
the amount thereof (to the extent not applied as aforesaid) shall be returned to
the Borrower when the LC Exposure is zero and all Letters of Credit shall have
been returned to the Issuing Bank and shall have been cancelled.




Section
2.9  Payments Generally; Pro Rata
Treatment; Sharing of Set-offs .




(a)  The
Borrower shall make each payment required to be made by it hereunder or under
any other Loan Document (whether of principal of Loans, LC Disbursements,
interest or fees, or of amounts payable under Sections
3.5 , 3.6 , 3.7 or 10.3 , or
otherwise) prior to 1:00 p.m., New York






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 Cleco
Corporation First Amended and Restated Credit Agreement


City
time, on the date when due, in immediately available funds, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its office at One
Wall Street, New York, New York, or such other office as to which the
Administrative Agent may notify the other parties hereto, except payments to be
made to the Issuing Bank as expressly provided herein and except that payments
pursuant to Sections
3.5, 3.6, 3.7 and 10.3 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension. All payments hereunder shall be made in dollars.




(b)  Each
Borrowing, each payment or prepayment of principal of any Borrowing, each
payment of interest on the Loans, each payment of fees, each reduction of the
Commitments and each conversion of any Borrowing to or continuation of any
Borrowing as a Borrowing of any Type shall be allocated pro rata among the
Lenders in accordance with their respective applicable Commitments (or, if such
Commitments shall have expired or been terminated, in accordance with the
respective principal amounts of their outstanding Loans). Each Lender agrees
that in computing such Lender’s portion of any Borrowing to be made hereunder,
the Administrative Agent may, in its discretion, round each Lender’s percentage
of such Borrowing to the next higher or lower whole dollar amount. If at any
time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal of Loans, unreimbursed LC
Disbursements, interest, fees and commissions then due hereunder, such funds
shall be applied (i) first,
towards payment of interest, fees and commissions then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest,
fees and commissions then due to such parties and (ii) second,
towards payment of principal of Loans and unreimbursed LC Disbursements then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal of Loans and unreimbursed LC Disbursements then due to such
parties.




(c)  If any
Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of, or interest on, any of its Loans
or participations in LC Disbursements resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Loans and participations
in LC Disbursements and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Loans and participations
in LC Disbursements of other Lenders to the extent necessary so that the benefit
of all such payments shall be shared by the Lenders ratably in accordance with
the aggregate amount of principal of, and accrued interest on, their respective
Loans and participations in LC Disbursements, provided that (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Credit Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of set-off and counterclaim




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Corporation First Amended and Restated Credit Agreement


with
respect to such participation as fully as if such Lender were a direct creditor
of the Borrower in the amount of such participation.




(d)  Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the applicable Credit Parties hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to such Credit Parties the amount due. In such event, if
the Borrower has not in fact made such payment, then each such Credit Party
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Credit Party with interest thereon, for each day
from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation.




(e)  If any
Credit Party shall fail to make any payment required to be made by it pursuant
to Section
2.4(b) or 2.8(d) , then
the Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Credit Party to satisfy such Credit Party’s
obligations under such Sections until all such unsatisfied obligations are fully
paid.






ARTICLE 3.






INTEREST,
FEES, YIELD PROTECTION, ETC.







Section
3.1  Interest .




(a)  The Loans
comprising each ABR Borrowing shall bear interest at the Alternate Base Rate.
The Loans comprising each Eurodollar Borrowing shall bear interest at the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Margin.




(b)  Notwithstanding
the foregoing, if any principal of or interest on any Loan, any reimbursement
obligation in respect of any LC Disbursement or any fee or other amount payable
by the Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall bear interest, after as
well as before judgment, at a rate per annum equal to (i) in the
case of overdue principal of any Loan, 2% plus the rate
otherwise applicable to such Loan as provided in the preceding paragraph of this
Section or (ii) in the
case of any other amount, 2% plus the rate
applicable to ABR Borrowings as provided in the preceding paragraph of this
Section.




(c)  Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan, provided that (i) interest
accrued pursuant to paragraph (b) of this Section shall be payable on demand, (ii) in the
event of any repayment or prepayment of any Loan, accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment, and (iii) in the
event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.




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(d)  All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate
or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent clearly demonstrable error. The
Administrative 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 Prime
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.




Section
3.2  Interest
ElectionsRelating
to Borrowings.




(a)  Each
Borrowing initially shall be of the Type specified in the applicable Credit
Request and, in the case of a Eurodollar Borrowing, shall have an initial
Interest Period as specified in such Credit Request. Thereafter, the Borrower
may elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in which
case each such portion shall be allocated ratably among the Lenders holding the
Loans comprising such Borrowing, and the Loans comprising each such portion
shall be considered a separate Borrowing.




(b)  To make
an election pursuant to this Section, the Borrower shall deliver to the
Administrative Agent a signed Interest Election Request in a form approved by
the Administrative Agent (or notify the Administrative Agent by telephone, to be
promptly confirmed by delivery to the Administrative Agent of a signed Interest
Election Request) by the time that a Credit Request would be required under Section
2.3 if the
Borrower were requesting a Borrowing of the Type resulting from such election to
be made on the effective date of such election.




(c)  Each such
telephonic and written Interest Election Request shall be irrevocable and shall
specify the following information:




(i)  the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) of this paragraph
shall be specified for each resulting Borrowing);




(ii)  the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;




(iii)  whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and




(iv)  if the
resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.




If any
such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration.




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(d)  Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of
each resulting Borrowing.




(e)  If the
Borrower fails to deliver a timely Interest Election Request prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period, such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies the Borrower, then, so long
as an Event of Default is continuing, (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.




Section
3.3  Fees.




(a)  The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender, a facility fee, which shall accrue at a rate per annum equal to the
Applicable Margin on the daily amount of the Commitment of such Lender
(regardless of usage) during the period from and including the date on which
this Credit Agreement becomes effective pursuant to Section
10.6 to but
excluding the date on which such Commitment terminates; provided that, if
such Lender continues to have any Credit Exposure after its Commitment
terminates, then such facility fee shall continue to accrue on the daily amount
of such Lender’s Credit Exposure from and including the date on which such
Lender’s Commitment terminates to but excluding the date on which such Lender
ceases to have any Credit Exposure. Accrued facility fees shall be payable in
arrears on the last day of March, June, September and December of each year,
each date on which the Commitments are permanently reduced and on the date on
which the Commitments terminate, commencing on the first such date to occur
after the First Restatement Date, provided that all
unpaid facility fees shall be payable on the date on which the Commitments
terminate and provided  further that
facility fees which accrue after the Commitments terminate shall be payable on
demand. All facility fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).




(b)  The
Borrower agrees to pay (i) to the
Administrative Agent for the account of each Lender a participation fee with
respect to its participations in Letters of Credit, which shall accrue at a rate
per annum equal to the Applicable Margin on the average daily amount of such
Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the First Restatement
Effective Date to but excluding the later of the date on which such Lender’s
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure and (ii) to the
Issuing Bank for its own account a fronting fee, which shall accrue at the rate
or rates per annum separately agreed upon between the Borrower and the Issuing
Bank on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from
and including the First Restatement Effective Date to but excluding the later of
the date of termination of the Commitments and the date on which there ceases to
be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to
the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. Accrued participation fees and fronting fees
shall be payable in arrears on the last day of March, June, September and
December of each year, commencing on the first such date to occur after the
First Restatement Date; provided that all
such fees shall be payable on the date on which the Commitments terminate and
any such fees accruing after the date on which the Commitments terminate shall
be payable on demand. Any other fees payable to the Issuing Bank pursuant to
this paragraph shall be




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Corporation First Amended and Restated Credit Agreement


payable
within ten days after demand. All participation fees and fronting fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last
day).




(c)  The
Borrower agrees to pay to each Credit Party, for its own account, fees and other
amounts payable in the amounts and at the times separately agreed upon in
writing between the Borrower and such Credit Party.




(d)  All fees
and other amounts payable hereunder shall be paid on the dates due, in
immediately available funds. Fees and other amounts paid shall not be refundable
under any circumstances.




Section
3.4  Alternate Rate of
Interest . If
prior to the commencement of any Interest Period for a Eurodollar
Borrowing:




(a)  the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
Period; or




(b)  the
Administrative Agent is advised by Required Lenders that the Adjusted LIBO Rate
or the LIBO Rate, as applicable, for such Interest Period will not adequately
and fairly reflect the cost of making or maintaining their Loans included in
such Borrowing for such Interest Period;




then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone (confirmed by facsimile) or facsimile as promptly as practicable
thereafter and, until the Administrative Agent notifies the Borrower and the
Lenders that the circumstances giving rise to such notice no longer exist, (i)
any Interest Election Request that requests the conversion of any Borrowing to,
or continuation of any Borrowing as, a Eurodollar Borrowing shall be
ineffective, and (ii) if any Credit Request requests a Eurodollar Borrowing,
such Borrowing shall be made as an ABR Borrowing.




Section
3.5  Increased Costs;
Illegality .




(a)  If any
Change in Law shall:




(i)  impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Credit Party (except any such reserve requirement reflected in the Adjusted
LIBO Rate); or




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




and the
result of any of the foregoing shall be to increase the cost to such Credit
Party of making or maintaining any Eurodollar Loan or the cost to such Credit
Party of issuing, participating in or maintaining any Letter of Credit hereunder
or to increase the cost to such Credit Party or to reduce the amount of any sum
received or receivable by such Credit Party hereunder (whether of principal,




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Corporation First Amended and Restated Credit Agreement


interest
or otherwise), then the Borrower will pay to such Credit Party such additional
amount or amounts as will compensate such Credit Party for such additional costs
incurred or reduction suffered.




(b)  If any
Credit Party determines that any Change in Law regarding capital requirements
has or would have the effect of reducing the rate of return on such Credit
Party’s capital or on the capital of such Credit Party’s holding company, if
any, as a consequence of this Credit Agreement or the Loans made, the Letters of
Credit issued or the participations therein held, by such Credit Party to a
level below that which such Credit Party or such Credit Party’s holding company
could have achieved but for such Change in Law (taking into consideration such
Credit Party’s policies and the policies of such Credit Party’s holding company
with respect to capital adequacy), then from time to time the Borrower will pay
to such Credit Party such additional amount or amounts as will compensate such
Credit Party or such Credit Party’s holding company for any such reduction
suffered.




(c)  A
certificate of a Credit Party setting forth the amount or amounts necessary to
compensate such Credit Party or its holding company, as applicable, as specified
in paragraph (a) or (b) of this Section shall be delivered to the Borrower and
shall be conclusive absent manifest error. The Borrower shall pay such Credit
Party the amount shown as due on any such certificate within 10 days after
receipt thereof.




(d)  Failure
or delay on the part of any Credit Party to demand compensation pursuant to this
Section shall not constitute a waiver of such Credit Party’s right to demand
such compensation; provided that the
Borrower shall not be required to compensate a Credit Party pursuant to this
Section for any increased costs or reductions incurred more than 90 days prior
to the date that such Credit Party notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Credit Party’s
intention to claim compensation therefor; and provided  further that, if
the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 90 day period referred to above shall be extended to
include the period of retroactive effect thereof.




(e)  Notwithstanding
any other provision of this Credit Agreement, if, after the First Restatement
Date, any Change in Law shall make it unlawful for any Lender to make or
maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written notice
to the Borrower and to the Administrative Agent:




(i)  such
Lender may declare that Eurodollar Loans will not thereafter (for the duration
of such unlawfulness) be made by such Lender hereunder (or be continued for
additional Interest Periods) and ABR Loans will not thereafter (for such
duration) be converted into Eurodollar Loans, whereupon any request for a
Eurodollar Borrowing or to convert an ABR Borrowing to a Eurodollar Borrowing or
to continue a Eurodollar Borrowing, as applicable, for an additional Interest
Period shall, as to such Lender only, be deemed a request for an ABR Loan (or a
request to continue an ABR Loan as such for an additional Interest Period or to
convert a Eurodollar Loan into an ABR Loan, as applicable), unless such
declaration shall be subsequently withdrawn; and




(ii)  such
Lender may require that all outstanding Eurodollar Loans made by it be converted
to ABR Loans, in which event all such Eurodollar Loans shall be automatically
converted to ABR Loans, as of the effective date of such notice as provided in
the last sentence of this paragraph.




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Corporation First Amended and Restated Credit Agreement


In the
event any Lender shall exercise its rights under clause (i) or (ii) of this
paragraph, all payments and prepayments of principal that would otherwise have
been applied to repay the Eurodollar Loans that would have been made by such
Lender or the converted Eurodollar Loans of such Lender shall instead be applied
to repay the ABR Loans made by such Lender in lieu of, or resulting from the
conversion of, such Eurodollar Loans, as applicable. For purposes of this
paragraph, a notice to the Borrower by any Lender shall be effective as to each
Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest
Period currently applicable to such Eurodollar Loan; in all other cases such
notice shall be effective on the date of receipt by the Borrower.




Section
3.6  Break Funding
Payments . In the
event of (a) the
payment or prepayment (voluntary or otherwise) of any principal of any
Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the
conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the
failure to borrow, convert, continue or prepay any Eurodollar Loan on the date
specified in any notice delivered pursuant hereto (regardless of whether such
notice may be revoked under Section
2.7(c) and is
revoked in accordance therewith), or (d) the
assignment of any Eurodollar Loan other than on the last day of the Interest
Period or maturity date applicable thereto as a result of a request by the
Borrower pursuant to Section
3.8 , then,
in any such event, the Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event. In the case of a Eurodollar Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the
amount of interest that would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the
amount of interest that would accrue on such principal amount for such period at
the interest rate that such Lender would bid were it to bid, at the commencement
of such period, for dollar deposits of a comparable amount and period from other
banks in the eurodollar market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.




Section
3.7  Taxes .




(a)  Payments to be Free and
Clear .
Provided that all documentation, if any, then required to be delivered by any
Lender or the Administrative Agent pursuant to Section
3.7(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 Administrative Agent or any Lender under any of the Loan
Documents:




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Corporation First Amended and Restated Credit Agreement


(i)  the
Borrower shall notify the Administrative 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
Administrative Agent or such Lender, as the case may be) on behalf of and in the
name of the Administrative Agent or such Lender, as the case may
be;




(iii)  the sum
payable by the Borrower to the Administrative 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 Administrative 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 Administrative 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;




(v)  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 First
Restatement Date (in the case of each Lender listed on the signature pages
hereof) or after the date of the Assignment and Assumption pursuant to which
such Lender became a Lender (in the case of each other Lender) if 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 Assumption, 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
3.7 shall
use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to change the jurisdiction of its Applicable Lending
Office or take other appropriate action if the making of such a change or the
taking of such action, as the case may be, 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)  Tax
Certificates . Each
Foreign Lender listed on the signature pages hereof that has not done so on or
before the First Restatement Date shall deliver to the Borrower (with a copy to
the Administrative Agent), on or prior to the First Restatement Effective Date
(in the case of each Foreign Lender listed on the signature pages hereof) or on
the effective date of the Assignment and Assumption pursuant to which it becomes
a Lender (in the case of each other Foreign Lender), and at such other times as
may be necessary in the determination of the Borrower or the Administrative
Agent (each in the reasonable exercise of its discretion), including upon the
occurrence of any event requiring a change in the most recent counterpart of any
form set forth below previously delivered by such Foreign Lender to the
Borrower, such certificates, documents or other evidence, properly completed and
duly executed by such Foreign Lender (i) two accurate and complete original
signed




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Corporation First Amended and Restated Credit Agreement


copies of
Internal Revenue Service Form W8-BEN or Form W8-ECI, or successor applicable
form and (ii) an Internal Revenue Service Form W-8 or W-9 (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 Foreign 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 Foreign 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 Foreign Lender under Section
3.7(b)(iii) if such
Foreign Lender shall have failed to satisfy the requirements of the immediately
preceding sentence; provided that if
such Foreign Lender shall have satisfied such requirements on the First
Restatement Effective Date (in the case of each Foreign Lender listed on the
signature pages hereof) or on the effective date of the Assignment and
Assumption pursuant to which it becomes a Lender (in the case of each other
Foreign Lender), nothing in this Section shall relieve the Borrower of its
obligation to pay any additional amounts pursuant to Section
3.7(b)(iii) in the
event that, as a result of any change in applicable law, such Foreign Lender is
no longer properly entitled to deliver certificates, documents or other evidence
at a subsequent date establishing the fact that such Foreign Lender is not
subject to withholding as described in the immediately preceding
sentence.




Section
3.8  Mitigation
Obligations . In the event that (i) the
Borrower becomes obligated to pay additional amounts to any Lender pursuant to Section 3 .5 , Section
3.6 or Section
3.7 , or (ii) any
Lender defaults in its obligation to fund Loans hereunder on two or more
occasions, the Borrower may, within 60 days of the demand by such Lender for
such additional amounts or the relevant default by such Lender, as the case may
be, and subject to and in accordance with the provisions of Section
10.4 ,
designate an Eligible Assignee (acceptable to the Administrative Agent and the
Issuing Bank) to purchase and assume all its interests, rights and obligations
under the Loan Documents, 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, utilization fees and letter of credit 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
3.8 as a
result of the Borrower becoming obligated to pay additional amounts to such
Lender pursuant to Section
3.5 , Section
3.6 or Section
3.7 , such
Lender shall be entitled to receive such additional amounts as if it had not
been so replaced.






ARTICLE 4.




REPRESENTATIONS
AND WARRANTIES







The
Borrower represents and warrants to the Credit Parties that:




Section
4.1  Organization;
Powers . Each of
the Borrower and the Restricted Subsidiaries is duly organized or formed,
validly existing and in good standing under the laws of the jurisdiction of its
organization or formation, has all requisite power and authority to carry on its
business as now conducted and, except where the failure to do so, individually
or in the aggregate, could not reasonably




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Corporation First Amended and Restated Credit Agreement


be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.




Section
4.2  Authorization;
Enforceability . The
Transactions are within the corporate powers of the Borrower and have been duly
authorized by all necessary corporate and, if required, equity holder action.
Each Loan Document has been duly executed and delivered by the Borrower and
constitutes a legal, valid and binding obligation thereof, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights
generally and general principles of equity.




Section
4.3  Governmental Approvals; No
Conflicts . The
Transactions (i) do not
require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority, except for (x) information filings to be
made in the ordinary course of business, which filings are not a condition to
the Borrower’s performance under the Loan Documents and (y) such as have been
obtained or made and are in full force and effect and not subject to any appeals
period, (ii) will not
violate any applicable law or regulation or the charter, by laws or other
organizational documents of the Borrower or any order of any Governmental
Authority, (iii) will not
violate or result in a default under any material indenture, agreement or other
instrument binding upon the Borrower or its assets, or give rise to a right
thereunder to require any payment to be made by the Borrower, and (iv) will not
result in the creation or imposition of any Lien on any asset of the Borrower
(other than Liens expressly permitted by Section
7.2 ).




Section
4.4  Financial Condition; No
Material Adverse Change .




(a)  The
Borrower has heretofore delivered to the Credit Parties copies of its Form 10-K
for the fiscal year ended December 31, 2005, containing (i) the
audited consolidated balance sheet of the Borrower and the Subsidiaries and the
related consolidated statements of operations, comprehensive income, changes in
stockholders’ equity and cash flows for the fiscal years ending December 31,
2005, December 31, 2004 and December 31, 2003 (with the applicable related notes
and schedules, the “ Borrower Financial
Statements ”) and (ii) the
audited consolidated balance sheet of the Utility and the Utility Subsidiaries
and the related consolidated statements of income, members’ equity and cash
flows for the fiscal years December 31, 2005, December 31, 2004 and December 31,
2003 (with the applicable related notes and schedules, the “ Utility Financial
Statements ”). Each
of the Borrower Financial Statements and the Utility Financial Statements have
been prepared in accordance with GAAP and fairly present the consolidated
financial condition and results of the operations of the Borrower as of the
dates and for the periods indicated therein.




(b)  Since
December 31, 2005, each of
the Borrower and the Restricted Subsidiaries has conducted its business only in
the ordinary course (other than activities under the Storm Recovery Program) and
there has been no Material Adverse Change.




Section
4.5  Properties




(a)  Each of
the Borrower and the Restricted Subsidiaries has, subject to Liens expressly
permitted by Section
7.2 , good
title to, or valid leasehold interests in, all its real and personal property
material to its business, except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.




(b)  Each of
the Borrower and the Restricted Subsidiaries owns, possesses adequate licenses
or is otherwise entitled to use, all Intellectual Property material to its
business, and




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Corporation First Amended and Restated Credit Agreement


the use
thereof by the Borrower and the Restricted Subsidiaries does not infringe upon
the rights of any other Person, except for any failure to own or have such
rights or any such infringements that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect.




Section
4.6  Litigation and Environmental
Matters .




(a)  There are
no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened in
writing against or affecting the Borrower or any of the Restricted Subsidiaries (i) that, if
adversely determined (and provided that there exists a reasonable possibility of
such adverse determination), could reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters), except that the commencement by the Borrower, any of the Restricted
Subsidiaries 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, or (ii) that
involve any Loan Document or the Transactions.




(b)  Except
for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect:




(i)  to the
best knowledge of the Borrower, the properties owned, leased or operated by the
Borrower and the Restricted Subsidiaries (the “ Properties ”) do not
contain any Hazardous Materials in amounts or concentrations which (i)
constitute, or constituted a violation of, (ii) require Remedial Action under,
or (iii) could give rise to liability under, Environmental Laws, which
violations, Remedial Actions and liabilities, in the aggregate, could reasonably
be expected to result in a Material Adverse Effect,




(ii)  to the
best knowledge of the Borrower, the Properties and all operations of the
Borrower and the Restricted Subsidiaries are in compliance in all material
respects, and in the last five years have been in compliance, with all
Environmental Laws, and all necessary Environmental Permits have been obtained
and are in effect, except to the extent that such non-compliance or failure to
obtain any necessary permits, in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect,




(iii)  to the
best knowledge of the Borrower, there have been no Releases or threatened
Releases at, from, under or proximate to the Properties or otherwise in
connection with the current or former operations of the Borrower or the
Restricted Subsidiaries, which Releases or threatened Releases, in the
aggregate, could reasonably be expected to result in a Material Adverse
Effect,




(iv)  neither
the Borrower nor any of the Restricted Subsidiaries has received any notice
directly or otherwise learned indirectly (through a Corporate Officer) of an
Environmental Claim in connection with the Properties or the current or former
operations of the Borrower or the Restricted Subsidiaries or with regard to any
Person whose liabilities for environmental matters the Borrower or the
Restricted Subsidiaries has retained or assumed, in whole or in part,
contractually, by operation of law or otherwise, which, in the aggregate, could
reasonably be expected to result in a Material Adverse Effect, nor do the
Borrower or




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Corporation First Amended and Restated Credit Agreement


the
Restricted Subsidiaries have reason to believe that any such notice will be
received or is being overtly threatened, and




(v)  to the
best knowledge of the Borrower, Hazardous Materials have not been transported
from the Properties, nor have Hazardous Materials been generated, treated,
stored or disposed of at, on or under any of the Properties in a manner that
could give rise to liability under any Environmental Law, nor have the Borrower
or the Restricted Subsidiaries retained or assumed any liability, contractually,
by operation of law or otherwise, with respect to the generation, treatment,
storage or disposal of Hazardous Materials, which transportation, generation,
treatment, storage or disposal, or retained or assumed liabilities, in the
aggregate, could reasonably be expected to result in a Material Adverse
Effect.




(c)  Since the
First Restatement Date, there has been no change in the status of the Disclosed
Matters that, individually or in the aggregate, has resulted in, or materially
increased the likelihood of, a Material Adverse Effect.




Section
4.7  Compliance with Laws and
Agreements . Each of
the Borrower and the Restricted Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect (other than Disclosed Matters). No Default has occurred and is
continuing.




Section
4.8  Investment and Holding
Company Status . Neither
the Borrower nor any of the Restricted Subsidiaries is 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.




Section
4.9  Taxes . Each of the
Borrower and the Restricted Subsidiaries has timely filed or caused to be filed
all Tax returns and reports required to have been filed and has paid or caused
to be paid all Taxes required to have been paid by it, except (i) Taxes
that are being contested in good faith by appropriate proceedings and for which
the Borrower or such Restricted Subsidiary, as applicable, has set aside on its
books adequate reserves or (ii) to the
extent that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.




Section
4.10  ERISA . Each of
the Borrower and its ERISA Affiliates is in compliance in all material respects
with the applicable provisions of ERISA and the Code and the regulations and
published interpretations thereunder except for any such failure that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. No ERISA Event has occurred or is reasonably expected
to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most audited recent financial statements reflecting such amounts, exceed
by more than $10,000,000 the fair market value of the assets of such Plan, and
the present value of all accumulated benefit obligations of all underfunded
Plans (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87) did not, as of the date of the most recent audited
financial statements reflecting such amounts, exceed by more than $10,000,000
the fair market value of the assets of all such underfunded Plans.




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Section
4.11  Disclosure . The
Borrower has disclosed to the Credit Parties all agreements, instruments and
corporate or other restrictions to which it or any of the Restricted
Subsidiaries is subject, and all other matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. None of the reports, financial statements, certificates or other
information furnished by or on behalf of the Borrower or any Restricted
Subsidiary to any Credit Party in connection with the negotiation of the Loan
Documents or delivered thereunder when taken as a whole (as modified or
supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not materially misleading, provided that, to
the extent any such reports, financial statements, certificates or other
information was based upon or constitutes a forecast or a projection, the
Borrower represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time.




Section
4.12  Subsidiaries . As of the
First Restatement Date, the Borrower has only the Subsidiaries set forth on Schedule
4.12 , which
Schedule sets forth with respect to each Subsidiary, the identity of each Person
which owns Equity Interests in such Subsidiary and the percentage of the issued
and outstanding Equity Interests owned by each such Person. The shares of each
corporate Restricted Subsidiary are duly authorized, validly issued, fully paid
and non assessable and are owned free and clear of any Liens, other than Liens
permitted pursuant to Section
7.2(i) . The
interest of the Borrower in each non-corporate Restricted Subsidiary is owned
free and clear of any Liens, other than Liens permitted pursuant to Section
7.2(i) . As of
the First Restatement Date, neither the Borrower nor any Subsidiary has issued
any Disqualified Stock.




Section
4.13  Federal Reserve
Regulations , etc.




(a)  Neither
the Borrower nor any of the Subsidiaries is engaged principally, or as one of
their important activities, in the business of extending credit for the purpose
of buying or carrying Margin Stock. Immediately before and after giving effect
to the making of each Loan and the issuance of each Letter of Credit, Margin
Stock will constitute less than 25% of the Borrower’s assets as determined in
accordance with Regulation U.




(b)  No part
of the proceeds of any Loan or any Letter of Credit will be used, whether
directly or indirectly, and whether immediately, incidentally or ultimately, (i) to
purchase, acquire or carry any Margin Stock or for any purpose that entails a
violation of, or that is inconsistent with, the provisions of the regulations of
the Board, including Regulation T, U or X or (ii) to fund
a personal loan to or for the benefit of a director or executive officer of a
Borrower or any Subsidiary.






ARTICLE 5.




CONDITIONS







Section
5.1  First Restatement Effective
Date . The
obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit hereunder shall not become effective until the date (the
“ First Restatement Effective
Date ”) on which
each of the following conditions is satisfied (or waived in accordance with Section
10.2 ):




(a)  Credit
Agreement . The
Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a
counterpart of this Credit Agreement signed on behalf of such party or (ii) written
evidence satisfactory to the Administrative Agent (which may include




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Corporation First Amended and Restated Credit Agreement


facsimile
transmission of a signed signature page of this Credit Agreement) that such
party has signed a counterpart of this Credit Agreement.




(b)  Notes . The
Administrative Agent shall have received a Note for each Lender, signed on
behalf of the Borrower.




(c)  Legal
Opinion . The
Administrative Agent shall have received a favorable written opinion (addressed
to the Credit Parties and dated the First Restatement Effective Date) from
Phelps Dunbar, L.L.P., special counsel to the Borrower, substantially in the
form of Exhibit B , and
covering such other matters relating to the Borrower, the Loan Documents and the
Transactions as the Required Lenders may reasonably request. The Borrower hereby
requests such counsel to deliver such opinions.




(d)  Organizational Documents,
etc . The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to (i) the
organization, existence and good standing of the Borrower (including (x) either
(1) a certificate of incorporation of the Borrower, certified as of a recent
date by the Secretary of State of the jurisdiction of its incorporation or (2) a
certificate of the Secretary or Assistant Secretary of the Borrower certifying
that there have been no amendments or other changes to its certificate of
incorporation since April 25, 2005 or, if so, setting forth same, and (y)
certificates of good standing (or comparable certificates) for the Borrower,
certified as of a recent date prior to the First Restatement Effective Date, by
the Secretaries of State (or comparable official) of the jurisdiction of its
incorporation and each other jurisdiction in which it is qualified to do
business, (ii) the
authorization of the Transactions, (iii) the
incumbency of its officer or officers who may sign the Loan Documents, including
therein a signature specimen of such officer or officers and (iv) any
other legal matters relating to the Borrower, the Loan Documents or the
Transactions, all in form and substance reasonably satisfactory to the
Administrative Agent and its counsel.




(e)  Officer’s
Certificate . The
Administrative Agent shall have received a certificate, in form and substance
satisfactory to the Administrative Agent, dated the First Restatement Effective
Date and signed by the chief executive officer or the chief financial officer of
the Borrower (or other Financial Officer acceptable to the Administrative
Agent):




(i)  confirming
compliance with the conditions set forth in paragraphs (a) and (b) of Section
5.2 ;
and




(ii)  certifying
that all approvals and consents of all Persons required to be obtained in
connection with the consummation of the Transactions 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.




(f)  Departing Lenders, Interest,
Fees and Expenses . The
Administrative Agent shall have received (i) a
Departing Lender Letter (or a facsimile thereof) signed by each Departing Lender
and the Borrower, (ii) for the
account of the Continuing Lenders and the Departing Lenders, all interest on the
Loans (as defined in the Original Credit Agreement), all facility fees (as
provided in Section
3.3(a) of the
Original Credit Agreement), all letter of credit fees (as provided in Section
3.3(b) of the
Original Credit Agreement), and all utilization fees (as provided in Section
3.3(c) of the
Original Credit Agreement), in each case accrued to, but excluding, the First
Restatement Effective Date, and, in connection therewith, all Interest Periods
(as defined in the Original Credit Agreement)




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Corporation First Amended and Restated Credit Agreement


shall be
deemed terminated on the First Restatement Effective Date, (iii) for the account
of the Departing Lenders, the outstanding principal amount of the Loans (as
defined in the Original Credit Agreement) of the Departing Lenders, and (iv) for
the account of the Credit Parties and the Departing Lenders, all other fees and
amounts due and payable on or prior to the First Restatement Effective Date in
connection with this Credit Agreement and the Original Credit Agreement,
including, to the extent invoiced, reimbursement or payment of all out of pocket
expenses required to be reimbursed or paid by the Borrower. The Borrower shall
pay to the Continuing Lenders and the Departing Lenders all losses, costs and
expenses in connection with the termination of the Interest Periods referred to
in clause (ii) above in the manner and at the time required by Section 3.6 of the
Original Credit Agreement. Each Lender hereby consents to such exit of each
Departing Lender from the Original Credit Agreement and the payment to each such
Departing Lender of all principal, interest, fees and other sums owing to it
under the Original Credit Agreement on or about the First Restatement Effective
Date.




(g)  No Material Adverse
Change . The
Administrative Agent shall have received a certificate of a Financial Officer,
in form and substance satisfactory to the Administrative Agent, dated the First
Restatement Effective Date, to the effect that since December 31, 2005, no
Material Adverse Change has occurred.




(h)  Certain
Agreements . The
Administrative Agent shall have received a certificate of a duly authorized
officer of the Borrower, in form and substance satisfactory to the
Administrative Agent, (i) certifying that there have been no amendments to any
of the Utility Mortgage, the Employee Stock Ownership Plan or the
Inter-Affiliate Policies Agreement, or, if so, setting forth same, which
amendments, if any, shall be in form and substance satisfactory to the
Administrative Agent.




The
Administrative Agent shall notify each of the Borrower and the Credit Parties of
the First Restatement Effective Date, and each such notice shall be conclusive
and binding. Notwithstanding the foregoing, the obligations of the Lenders to
make Loans and the Issuing Bank to issue Letters of Credit hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section
10.2 ) at or
prior to 3:00 p.m., New York City time, on June 30, 2006 (and, in the event such
conditions are not so satisfied or waived, the Commitments shall terminate at
such time).




Section
5.2  Each Credit
Event . The
obligation of each Lender to make a Loan on the occasion of any Borrowing, and
of the Issuing Bank to issue, increase, amend, renew or extend a Letter of
Credit, (each such event being called a “ Credit
Event” ) is
subject to the satisfaction of the following conditions:




(a)  The
representations and warranties of the Borrower set forth in the Loan Documents
shall be true and correct on and as of the date of such Borrowing or the date of
such issuance, increase, amendment, renewal or extension, as applicable, 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,




(b)  At the
time of and immediately after giving effect to such Borrowing or such issuance,
increase, amendment, renewal or extension, as applicable, no Default shall have
occurred and be continuing.




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Corporation First Amended and Restated Credit Agreement


(c)  The
Administrative Agent shall have received such other documentation and assurances
as shall be reasonably required by it in connection therewith.




(d)  Such Loan
or Letter of Credit shall not be prohibited by any applicable law, rule or
regulation.




Each
Borrowing and each issuance, increase, amendment, renewal or extension of a
Letter of Credit shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a)
and (b) of this Section.






ARTICLE 6.




AFFIRMATIVE
COVENANTS







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




Section
6.1  Financial Statements and
Other Information . The
Borrower will furnish to the Administrative Agent and each Lender:




(a)  As soon
as available, but in any event within 120 days after the end of each fiscal
year, (i) a copy
of the 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, and (ii) the
Borrower’s audited consolidated and unaudited consolidating balance sheet and
related statements of income, stockholder’s equity and cash flows as of the end
of and for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all reported on by the Accountants
(without a “going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that
such consolidated or consolidating, as the case may be, financial statements
present fairly in all material respects the financial conditions and results of
operations of the Borrower on a consolidated or consolidating, as the case may
be, basis in accordance with GAAP consistently applied, together with in the
case of the statements referred to in clause (ii) above, a schedule of other
audited financial information consisting of consolidating or combining details
in columnar form with the Subsidiaries of the Borrower separately identified, in
accordance with GAAP consistently applied;




(b)  As soon
as available, but in any event within 60 days after the end of each of the first
three fiscal quarters of each fiscal year, (i) 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, and (ii) the
Borrower’s unaudited consolidated and unaudited consolidating balance sheet and
related statements of income, stockholder’s equity and cash flows as of the end
of and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for corresponding
period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all certified by a duly authorized Financial Officer
as presenting fairly in all material respects the financial conditions and
results of operations of the Borrower on a consolidated or consolidating, as the
case may be, basis in accordance with GAAP consistently applied, subject to
normal year end audit adjustments and the absence of footnotes, together with,
in the case of the financial statements referred to in clause (ii) above, a
schedule of other




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unaudited
financial information consisting of consolidating or combining details in
columnar form with the Subsidiaries of the Borrower separately identified, in
accordance with GAAP consistently applied;




(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 Compliance Certificate, signed by a
Financial Officer (or such other officer as shall be acceptable to the
Administrative Agent) as to the Borrower’s compliance, as of such fiscal quarter
ending date, with Section
6.11 , 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; and




(d)  promptly
following any request therefor, such other information regarding the operations,
business affairs and financial condition of the Borrower or any Restricted
Subsidiary, or compliance with the terms of the Loan Documents, as any Credit
Party may reasonably request.




Section
6.2  Notices of Material
Events . The
Borrower will furnish to the Administrative Agent and each Lender of the
following:




(a)  Prompt
written notice of the occurrence of any (i) Event of Default or Default,
specifying the nature and extent thereof and (ii) a Material Adverse
Change;




(b)  Prompt
written notice of (i) any material citation, summons, subpoena, order to show
cause or other document naming the Borrower or any of the Restricted
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 (ii) 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 the Restricted
Subsidiaries by any Person or Governmental Authority, provided that 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 (i) regular, periodic or special reports,
schedules and other material which the Borrower or any of the Restricted
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, (ii) copies of any statement or report furnished to any holder of debt
securities of the Borrower or of any of the Restricted Subsidiaries pursuant to
the terms of any indenture, loan or credit or similar agreement and not
otherwise required to be furnished to the Lenders pursuant to any other clause
of this Section 6.2 , (iii)
material news releases and annual reports relating to the Borrower or any of the
Restricted Subsidiaries, and (iv) upon the written request of the Administrative
Agent, reports that the Borrower or any of the Restricted Subsidiaries sends to
or files with the Federal Energy Regulatory Commission, or any Governmental
Authority succeeding to the functions thereof, or any similar state or local
Governmental Authority;




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




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Corporation First Amended and Restated Credit Agreement


(e)  Prompt
written notice of any change by either Moody’s or S&P in the Senior Debt
Rating.




Each
notice delivered under this Section shall be accompanied by a statement of a
Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.




Documents
required to be delivered pursuant to Section
6.1(a) or (b) or
clauses (i) through (iii) of Section
6.2(c) (to the
extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower posts such documents,
or provides a link thereto on the Borrower’s website on the Internet at the
website address listed in Section
10.1 ; or (ii)
on which such documents are posted on the Borrower’s behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent), provided that: (i) the
Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the
Borrower shall notify the Administrative Agent and each Lender (by facsimile or
electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions ( i.e. , soft
copies) of such documents. Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section
6.1(c) to the
Administrative Agent. Except for such Compliance Certificates, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.




The
Borrower hereby acknowledges that (i) the
Administrative Agent will make available to the Lenders on a confidential basis
materials and/or information provided by or on behalf of the Borrower hereunder
(collectively, “ Borrower
Materials ”) by
posting the Borrower Materials on IntraLinks or another similar electronic
system (the “ Platform ”) and
(b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do
not wish to receive material non-public information with respect to the Borrower
or its securities) (each, a “ Public
Lender ”). The
Administrative Agent will notify the Borrower in writing if it receives written
notice from a Lender identifying itself as a Public Lender. The Borrower hereby
agrees that it will notify the Administrative Agent in the event that any
non-public information is included in the Borrower Materials and to cooperate
with the Administrative Agent to ensure that such non-public information is not
distributed to a Public Lender.




Section
6.3  Legal
Existence . Except
as permitted under Section
7.3 , the
Borrower shall 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 the Restricted 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.




Section
6.4  Taxes . The
Borrower shall pay and discharge when due, and cause each of the Subsidiaries so
to do, all Taxes, assessments and governmental charges, license fees and levies
upon or with respect to the Borrower or such Subsidiary, as the case may be, and
all Taxes upon the income, profits and property of the Borrower and the
Subsidiaries, which if unpaid, could individually or collectively reasonably be
expected to have a Material Adverse Effect or become a Lien on the




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property
of the Borrower or such Subsidiary (other than a Lien described in clause (a) of
the definition of Permitted Encumbrances), as the case may be, 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, as the case may be, provided that
such reserve or other appropriate provision as shall be required by the
Accountants in accordance with GAAP shall have been made therefor.




Section
6.5  Insurance . The
Borrower shall maintain, and cause each of the Restricted 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 Administrative Agent, upon
written request of the Administrative Agent or any Lender, full information as
to the insurance carried.




Section
6.6  Payment of Indebtedness and
Performance of Obligations . The
Borrower shall pay and discharge when due, and cause each of the Restricted
Subsidiaries to pay and discharge when due, all lawful Indebtedness, obligations
and claims for labor, materials and supplies or otherwise which, if unpaid,
could individually or collectively reasonably be expected to (i) have a Material
Adverse Effect or (ii) become a Lien upon property of the Borrower or any of the
Restricted Subsidiaries (other than a Lien expressly permitted by Section
7.2 ), 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, provided that
such reserve or other appropriate provision as shall be required by the
Accountants in accordance with GAAP shall have been made therefor.




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




Section
6.8  Observance of Legal
Requirements . The
Borrower shall observe and comply in all respects, and cause each of the
Restricted 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 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
that such reserve or other appropriate provision as shall be required by the
Accountants in accordance with GAAP shall have been made therefor.




Section
6.9  Inspection of Property;
Books and Records; Discussions . The
Borrower shall 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 Administrative 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 the
Restricted Subsidiaries with the officers thereof and the Accountants; provided that, so
long as no Default or Event of Default exists, none of the Administrative Agent,
its agents, its representatives or the Lenders shall be entitled to examine or
make copies or abstracts of, or otherwise obtain




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 Cleco
Corporation First Amended and Restated Credit Agreement
 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 the Restricted Subsidiaries relating to such information or (ii) to be
otherwise materially disadvantageous to the Borrower or any of the Restricted
Subsidiaries in the defense of such litigation.




Section
6.10  Licenses, Intellectual
Property . The
Borrower shall obtain or maintain, as applicable, and cause each of the
Restricted 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.




Section
6.11  Financial
Covenants .




(a)  The
Borrower shall maintain at all times Total Indebtedness equal to or less than
65% of Total Capitalization.




(b)  The
Borrower will not permit the Interest  Coverage
Ratio as of the end of any fiscal quarter to be less than
2.50:1.00.




Section
6.12  Use of
Proceeds . The
proceeds of the Loans and the Letters of Credit will be used only as follows: (i) to
refinance the Indebtedness under the Existing Loan Documents, (ii) to
reimburse the Issuing Bank in respect of amounts drawn under Letters of Credit, (iii) to pay
transaction fees and expenses and (iv) for
general corporate purposes not inconsistent with the terms hereof including
commercial paper backup No part of the proceeds of any Loan or any Letter of
Credit will be used, whether directly or indirectly, and whether immediately,
incidentally or ultimately, to (x) purchase, acquire or carry any Margin Stock, (y) for any
purpose that entails a violation of any of the regulations of the Board,
including Regulations T, U and X, or (z) to fund
a personal loan to or for the benefit of a director or executive officer of the
Borrower or any Subsidiary.






ARTICLE 7.






NEGATIVE
COVENANTS







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




Section
7.1  Indebtedness; Equity
Interests . The
Borrower shall not create, incur, assume or suffer to exist any Indebtedness,
except:




(a)  Indebtedness
under the Loan Documents;




(b)  Guarantees
in respect of obligations and liabilities under leases for coal cars supplied in
connection with Rodemacher Unit No. 2, provided that the
aggregate amount thereof shall not exceed $13,000,000 at any time;




(c)  Guarantees
in respect of obligations and liabilities of the Utility;




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 Cleco
Corporation First Amended and Restated Credit Agreement


(d)  other
Guarantees in respect of Permitted Hedge Agreements, provided that the
aggregate amount of such Guarantees under this clause (e) shall not exceed
$20,000,000 at any time; and




(e)  other
Indebtedness (including Indebtedness of the Borrower to any Subsidiary) and
other Guarantees, in an amount which when aggregated with the Indebtedness under
the Loan Documents shall not exceed $425,000,000 at any time, provided that (i)
not more than $325,000,000 thereof shall constitute Indebtedness or Guarantees
which are pari passu with the Indebtedness under the Loan Documents, (ii) any
such Indebtedness or Guarantees which is not pari passu with the Indebtedness
under the Loan Documents shall be unsecured and subordinated to the Indebtedness
of the Borrower under the Loan Documents in a manner consistent with the
Approved Subordination Terms and otherwise satisfactory to the Administrative
Agent and (iii) the aggregate amount of Indebtedness and Guarantees under clause
(f)(i) that is secured shall not exceed $25,000,000 at any time.




Section
7.2  Liens . The Borrower shall
not permit any Restricted Subsidiary to create, incur, assume or suffer to exist
any Lien upon any of its property, whether now owned or hereafter acquired by
it,except:




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




(b)  Permitted
Encumbrances;




(c)  any Lien
on any property or asset of the Borrower or any Restricted Subsidiary (other
than Finsub) existing on the First Restatement Date and set forth in Schedule
7.2 ;




(d)  any Lien
existing on any property or asset prior to the acquisition thereof by the
Borrower or any of the Restricted Subsidiaries (other than Finsub) or existing
on any property or asset of any Person that becomes a Restricted Subsidiary
(other than Finsub) after the First Restatement Date prior to the time such
Person becomes a Restricted Subsidiary, provided that (i)
such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Restricted Subsidiary, as the case may be,
(ii) such Lien shall not apply to any other property or assets of the Borrower
or any of the Restricted Subsidiaries, and (iii) such Lien shall secure only
those obligations and liabilities that it secures on the date of such
acquisition or the date such Person becomes a Restricted Subsidiary of the
Borrower, as the case may be, and any extensions, renewals, refinancings and
replacements thereof that do not increase the outstanding amount
thereof;




(e)  Liens
(including precautionary Liens in connection with capital lease financings) (i) in the
case of a project financing by any of the Restricted Subsidiaries (other than
Finsub), on fixed or capital assets comprising such project and other property
(including accounts, contracts and other general intangibles) relating to the
relevant project that is or becomes encumbered in connection with the relevant
project’s financing by the relevant Restricted Subsidiary and (ii) in all
other cases, on fixed or capital assets and other property (including any
natural gas, oil or other mineral assets, pollution control facilities,
electrical generating plants, equipment and machinery) acquired, constructed,
explored, drilled, developed, improved, repaired or serviced (including in
connection with the financing of working capital and ongoing maintenance) by the
Borrower or any of the Restricted Subsidiaries (other than Finsub), provided that (A)
such security interests and the obligations and liabilities secured thereby are
incurred prior to or within 90 days after the acquisition of the relevant asset
or the completion of the relevant construction, exploration, drilling,
development,




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Corporation First Amended and Restated Credit Agreement


improvement,
repair or servicing (including the relevant financing of working capital and
ongoing maintenance), or within 90 days after the extension, renewal,
refinancing or replacement of the obligations and liabilities secured thereby,
as the case may be, (B) the obligations and liabilities secured thereby do not
exceed the cost of acquiring, constructing, exploring, drilling, developing,
improving, repairing or servicing (including the financing of working capital
and ongoing maintenance in respect of) the relevant assets, and (C) such
security interests shall not apply to any other property beyond the relevant
property set forth in clause (i) or (ii) of this subsection (e) and subsection
(i), as applicable, of the Borrower or any of the Restricted Subsidiaries;




(f)  Liens
created to secure Indebtedness of any Restricted Subsidiary (other than Finsub)
of the Borrower to the Borrower or to any of the Borrower’s other Restricted
Subsidiaries(other than Finsub);




(g)  Liens
created to secure sales or factoring of accounts receivable and other
receivables (other than Liens created by Finsub);




(h)  Liens
created to secure Indebtedness and other Guarantees permitted under Section
7.1(e) , provided that the
aggregate amount of such Indebtedness and other Guarantees shall not exceed
$25,000,000;




(i)  Liens on
any Equity Interest (other than an Equity Interest in the Utility) owned or
otherwise held by or on behalf of the Borrower or any Restricted Subsidiary
(other than Finsub) created in connection with any project financing;




(j)  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 (i), 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); and




(k)  in the
case of the Utility and the Utility Subsidiaries, Liens permitted by the Utility
Credit Agreement as in effect on the First Restatement Date (without giving
effect to any amendment, supplement or other modification to any term or
provision contained therein which has not been approved in writing by Required
Lenders).




Section
7.3  Merger, Consolidation,
Purchase or Sale of Assets, Etc. The
Borrower shall not 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, equipment
and similar property in the ordinary course of business) of any Person,
including acquisitions of the Stock of any Person, or permit any of the
Restricted Subsidiaries so to do, except:




(a)  sales or
other dispositions by the Borrower or any Restricted Subsidiary (other than
Finsub) of Permitted Investments, inventory and similar property in the ordinary
course of business;




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Corporation First Amended and Restated Credit Agreement


(b)  sales,
factoring or other dispositions of accounts receivable and other receivables and
similar property by the Borrower or any Restricted Subsidiary (other than
Finsub);




(c)  Asset
Sales by the Borrower to any of the Restricted Subsidiaries (other than Finsub)
and by any of the Restricted Subsidiaries (other than Finsub) to the Borrower or
any of the other Restricted Subsidiaries (other than Finsub);




(d)  (i) sales of
transmission assets pursuant to the order of any Governmental Authority, provided that
fair market value shall have been received for such transmission assets and (ii) other
Asset Sales, provided that (A)
no Default or Event of Default shall exist immediately before or after giving
effect thereto and (B) immediately after giving effect thereto, the amount
thereof, when added to the total amount of all Asset Sales made by the Borrower
and the Restricted Subsidiaries during the immediately preceding twelve month
period pursuant to this clause (c)(ii) shall not exceed 18% or more of Material
Total Assets as of the first day of such twelve month period;




(e)  Storm
Recovery Asset Sales by the Utility to Finsub in connection with the Storm
Recovery Program as to which the following conditions have been
satisfied:




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




(ii)  immediately
before and after giving effect thereto, all of the representations and
warranties contained in the Loan Documents 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 implication are expressly
limited to a state of facts existing at a time prior to such Storm Recovery
Asset Sale or such other matters relating thereto as are identified in a writing
to the Administrative Agent and the Lenders and are satisfactory to the
Administrative Agent and the Lenders;




(iii)  the Storm
Recovery Asset Sale is without recourse to the Utility;




(iv)  100% of
the consideration paid to the Utility in connection therewith is in
cash;




(v)  in
connection with the initial closing of the Storm Recovery Program, the
Administrative Agent shall have received a certificate of a Financial Officer
(attaching calculations in reasonable detail) certifying that the Borrower will
be in compliance with the covenants set forth in Section
6.11 immediately after giving effect to the Storm Recovery Program and any
Indebtedness incurred in connection therewith;




(vi)  in
connection with the initial closing of the Storm Recovery Program, the
Administrative Agent shall have received a copy of the Storm Recovery Financing
Order (and from time to time thereafter, copies of any amendments, supplements
or modifications thereof or any additional Storm Recovery Financing Orders); and




(vii)  in
connection with the initial closing of the Storm Recovery Program, the
Administrative Agent shall have received a certificate of an officer of the
Borrower attaching true, correct and complete copies of the Storm Recovery
Program Documentation.




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Corporation First Amended and Restated Credit Agreement


(f)  any of
the Restricted Subsidiaries (other than Finsub) may merge or consolidate with or
into, or acquire control of, or acquire all or any portion of the assets of any
Person, provided that (i)
immediately after giving effect thereto, the total consideration to be paid by
the Restricted Subsidiaries to or for the account of any Person (other than the
Borrower and the Restricted Subsidiaries) in connection therewith, but not
counting purchases or other acquisitions of property made as part of the
Utility’s Integrated Resources Plan, when added to the total consideration paid
by the Borrower and the Restricted Subsidiaries to or for the account of any
Person (other than the Borrower and the Restricted Subsidiaries) in connection
with all other mergers, consolidations and acquisitions permitted under Sections
7.3(f) and 7.3(g) during
the period of the immediately preceding twelve months, shall not exceed 15% of
Material Total Assets as of the most recently completed fiscal quarter, and (ii)
in the case of a transaction involving the Utility, the Utility shall be the
survivor entity thereof or, in the event the Utility shall not be the surviving
entity thereof, (1) such surviving entity shall be organized in a State of the
United States with substantially all of its assets and businesses located and
conducted in the United States and (2) the Administrative Agent shall have
received (A) a certificate, in form and substance satisfactory to the
Administrative Agent, (x) attaching a true and complete copy of each agreement,
instrument or other document effecting such merger, consolidation or
acquisition, together with an agreement signed on behalf of such surviving
entity pursuant to which such surviving entity shall have expressly assumed all
of the indebtedness, liabilities and other obligations of the Utility under and
in accordance with the Utility Credit Agreement and the other Loan Documents (as
defined therein), and (y) certifying that such merger, consolidation or
acquisition has been consummated in accordance with such agreements, instruments
or other documents referred to in the immediately preceding clause (x), and (B)
such documents, legal opinions and certificates as the Administrative Agent
shall reasonably request relating to the organization, existence and, if
applicable, good standing of such surviving entity, the authorization of such
merger, consolidation or acquisition and any other legal matters relating to
such surviving entity, the assumption agreement referred to in the immediately
preceding clause (x) or such merger, consolidation or acquisition;




(g)  the
Borrower may merge or consolidate with or into, or acquire control of, or
acquire all or any portion of the assets of any Person (other than Finsub), provided that:




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




(ii)  immediately
before and after giving effect thereto, all of the representations and
warranties contained in the Loan Documents 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 implication are expressly
limited to a state of facts existing at a time prior to such merger,
consolidation or acquisition, as the case may be, or such other matters relating
thereto as are identified in a writing to the Administrative Agent and the
Lenders and are satisfactory to the Administrative Agent and the
Lenders;




(iii)  the
Borrower shall be the surviving entity thereof or each of the following
conditions shall have been satisfied: (x) such
surviving entity shall have been incorporated or otherwise formed in a State of
the United States with substantially all of its assets and business located and
conducted in the United States, (y) such
surviving entity shall, at the time of such merger, have a senior unsecured long
term debt rating of BBB- or higher from S&P and Baa3 or higher from Moody’s
( provided that, if
such surviving entity shall be a public utility holding company and shall not
have at such time a senior unsecured long term debt rating from S&P and
Moody’s, then its primary utility Subsidiary shall have at such time a senior
unsecured long term debt rating of BBB- or higher from S&P and Baa3 or
higher




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 Cleco
Corporation First Amended and Restated Credit Agreement


from
Moody’s), and (z) such surviving entity shall have expressly assumed the
obligations of the Borrower under the Loan Documents pursuant to a writing in
form and substance satisfactory to the Administrative Agent;




(iv)  immediately
after giving effect thereto, the total consideration to be paid by the Borrower
to or for the account of any Person (other than the Restricted Subsidiaries of
the Borrower) in connection therewith, when added to the total consideration
paid by the Borrower and the Restricted Subsidiaries to or for the account of
any Person (other than the Borrower and the Restricted Subsidiaries) in
connection with all mergers, consolidations and acquisitions permitted under Sections
7.3(f) and 7.3(g) during
the immediately preceding twelve month period shall not exceed 15% of Material
Total Assets as of the most recently completed fiscal quarter; and




(v)  the
Administrative Agent and the Lenders shall have received a certificate duly
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 subclauses (i) through (iv) of
this clause (e).




Section
7.4  Loans, Advances,
Investments, etc. The
Borrower shall not, at any time, make any loan or advance to, or make or permit
to be made any investment or any other interest in, or enter into any
arrangement for the purpose of providing funds or credit to, any Person
(including any director or executive officer of the Borrower or to the extent it
will be a violation of applicable law, of any Subsidiary), or permit any of the
Restricted Subsidiaries so to do, other than (i) Permitted Investments, (ii) loans
and advances made by the Borrower to any of the Restricted Subsidiaries (other
than Finsub) and made by any of the Restricted Subsidiaries (other than Finsub)
to the Borrower or any of the other Restricted Subsidiaries (other than Finsub), (iii) investments made by the Borrower in the equity securities of any of the
Restricted Subsidiaries and made by any of the Restricted Subsidiaries (other
than Finsub) in the equity securities of any of the other Restricted
Subsidiaries, (iv) arrangements made by the Borrower for the purpose of providing funds or credit
to any of the Restricted Subsidiaries (other than Finsub) and made by any of the
Restricted Subsidiaries (other than Finsub) for the purpose of providing funds
or credit to the Borrower or any of the other Restricted Subsidiaries (other
than Finsub), (v) investments made before the First Restatement Date by the Borrower in the equity
securities of any of the Unrestricted Subsidiaries, (vi) the
Storm Recovery Program subject to the satisfaction of the conditions set forth
in Section
7.3(e) , and (vii)  provided that
immediately before and after giving effect thereto, no Default or Event of
Default shall exist, (A) investments made by the Borrower or any Restricted
Subsidiary (other than Finsub) in the equity securities of any of the
Unrestricted Subsidiaries in an aggregate amount not in excess of $10,000,000 in
any fiscal year, and (B) loans and advances made by the Borrower or any
Restricted Subsidiary (other than Finsub) to any of the Unrestricted
Subsidiaries and other arrangements made by the Borrower or any Restricted
Subsidiary (other than Finsub) for the purpose of providing funds or credit to
any of the Unrestricted Subsidiaries, collectively, in an  aggregate
amount not in excess of $20,000,000 at any time outstanding.




Section
7.5  Amendments, etc. of Employee
Stock Ownership Plan . The
Borrower shall not enter into or agree to any amendment, modification or waiver,
or permit any of the Restricted Subsidiaries so to do, of any term or condition
of, or any of its rights under, the Employee Stock Ownership Plan (other than
amendments and modifications required by tax laws to maintain the qualified
status under Section 401(a) of the Code and any adoptive instruments or other
agreements providing for participation in the Employee Stock Ownership Plan by
the Borrower’s affiliates), which






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Corporation First Amended and Restated Credit Agreement


amendment,
modification or waiver could, in the reasonable opinion of the Administrative
Agent, materially andadversely affect the
interests of the Lenders under the Loan Documents.




Section
7.6  Restricted
Payments . The
Borrower shall not declare or make, or agree to pay for or make, directly or
indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries
so to do, except that (i) the
Borrower or any of the Restricted Subsidiaries may declare and pay dividends
with respect to its equity securities payable solely in additional shares of
such equity securities, (ii) any of
the Restricted Subsidiaries may declare and pay dividends with respect to its
equity securities to the Borrower or any of the other Restricted Subsidiaries, (iii) the
Borrower may make, and agree to make, payments on account of liabilities
described in clause (vi) of the definition of “Indebtedness” contained herein
and permitted by Section
7.1 , (iv) the
Borrower may declare and pay dividends with respect to its preferred equity
securities, (v) if at
the time thereof and immediately after giving effect thereto no Default or Event
of Default shall have occurred and be continuing, the Borrower may declare and
pay, and agree to declare and pay, directly or indirectly, Restricted Payments
in cash to its common shareholders, (vi) the
Borrower or any of the Restricted Subsidiaries may make, and agree to make,
payments on account of subordinated Indebtedness described in clause (iii) of
the definition of “Restricted Payments” and permitted by the subordination terms
applicable thereto and (vii) the
Borrower may repurchase common Equity Interests or common stock options from
present or former officers, directors or employees (or heirs of, estates of or
trusts formed such persons) of the Borrower or any Subsidiary upon the death,
disability, retirement or termination of employment of such officer, director or
employee or pursuant to the terms of any stock option plan or like agreement; provided ,
however, that the aggregate amount of payments under this clause (vii) shall not
exceed $2,000,000 in any fiscal year of the Borrower.




Section
7.7  Transactions with
Affiliates . The
Borrower shall not, and shall not permit any of the Restricted Subsidiaries to,
sell, transfer, lease or otherwise dispose of (including pursuant to a merger)
any property or assets to, or purchase, lease or otherwise acquire (including
pursuant to a merger) any property or assets from, or otherwise engage in any
other transactions with, any of its affiliates, except in the ordinary course of
business at prices and on terms and conditions not less favorable to the
Borrower or such Restricted Subsidiary, as the case may be, than could be
obtained on an arms length basis from unrelated third parties, provided that
this Section shall not apply to (i) any
transaction that is permitted under Section
7.1 , 7.3 , 7.4 or 7.6 between
or among the Borrower and the Restricted Subsidiaries and not involving any
other affiliate, (ii) the
Storm Recovery Program provided that the conditions set forth in Section
7.3(e) have
been satisfied, and (iii) any
transaction that is covered by the Inter-Affiliate Policies Agreement as in
effect on the First Restatement Date and any amendments, supplements or other
modifications thereto that are required by applicable law or by applicable
Governmental Authorities. For purposes of this Section, the term “affiliate”
means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or
is under common Control with the Person specified.




Section
7.8  Restrictive
Agreements . The
Borrower shall not, directly or indirectly enter into, incur or permit to exist,
or permit the Utility or any of the Utility Subsidiaries so to do, any agreement
or other arrangement that (i) prohibits the ability of the Borrower, the Utility
or any of the Utility Subsidiaries to create, incur or permit to exist any Lien
upon any of its property or assets or (ii) prohibits, restricts or imposes any
condition upon the ability of the Utility or any of the Utility Subsidiaries to
pay dividends or other distributions with respect to any shares of its equity
securities or to make or repay loans or advances to the Borrower or any of the
Restricted Subsidiaries or to make investments in the Borrower or any of the
Restricted Subsidiaries or to enter into arrangements for the purpose of
providing funds or credit to the Borrower or any of the Restricted Subsidiaries, provided that (a) the
foregoing shall not apply to restrictions and conditions imposed by corporate
law or by this






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Credit
Agreement, (b) the foregoing shall not apply to prohibitions, restrictions and
conditions existing on the First Restatement Date identified on Schedule 7.8 (but
shall apply to any extension, renewal, amendment or modification expanding the
scope of any such prohibition, restriction or condition), (c) the foregoing
shall not apply to restrictions and conditions imposed on Finsub pursuant to the
Storm Recovery Program Documentation, (d) clause (i) of this Section shall not
apply to prohibitions imposed by any agreement relating to secured Indebtedness
permitted by this Credit Agreement if such restrictions or conditions apply only
to the property or assets securing such Indebtedness, (e) clause (i) of this
Section shall not apply to customary provisions in leases restricting the
assignment thereof and (f) clause (i) of this Section shall not apply to any
prohibition with respect to equity interests (other than equity interests in the
Utility or any of the Utility Subsidiaries) owned or otherwise held by or on
behalf of the Borrower, the Utility or any of the Utility Subsidiaries imposed
by any agreement entered into in connection with a project
financing.




Section
7.9  Permitted Hedge
Agreements . The
Borrower shall not enter into any hedge agreements other than Permitted Hedge
Agreements.






ARTICLE 8.




EVENTS OF
DEFAULT







If any of
the following events (each an “ Event of
Default ”) shall
occur:




(a)  the
Borrower shall fail to pay any principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise;




(b)  the
Borrower shall fail to pay any interest on any Loan or on any reimbursement
obligation in respect of any LC Disbursement or any fee, commission or any other
amount (other than an amount referred to in clause (a) of this Article) payable
under any Loan Document, when and as the same shall become due and payable, and
such failure shall continue unremedied for a period of three Business
Days;




(c)  any
representation or warranty made or deemed made by or on behalf of the Borrower
or any Subsidiary in or in connection with any Loan Document or any amendment or
modification hereof or waiver thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection
with any Loan Document or any amendment or modification hereof or waiver
thereunder, shall prove to have been incorrect in any material respect when made
or deemed made;




(d)  the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section
6.3 , 6.11 or 6.12 or in Article 7 ,




(e)  the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in any Loan Document to which it is a party (other than those
specified in clause (a), (b) or (d) of this Article), and such failure shall
continue unremedied for a period of 30 days after the Borrower shall have
obtained knowledge thereof;




(f)  the
Borrower or any Restricted Subsidiary shall fail to make any payment (whether of
principal, interest or otherwise and regardless of amount) in respect of any
Material




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Corporation First Amended and Restated Credit Agreement


Obligations
when and as the same shall become due and payable (after giving effect to any
applicable grace period);




(g)  any event
or condition occurs that results in any Material Obligations becoming due prior
to their scheduled maturity or payment date, or that enables or permits (with or
without the giving of notice, the lapse of time or both) the holder or holders
of any Material Obligations or any trustee or agent on its or their behalf to
cause any Material Obligations to become due prior to their scheduled maturity
or payment date or to require the prepayment, repurchase, redemption or
defeasance thereof prior to their scheduled maturity or payment date (in each
case after giving effect to any applicable cure period), provided that
this clause (g) shall not apply to (i) secured Indebtedness that becomes due
solely as a result of the voluntary sale or transfer of the property or assets
securing such Indebtedness or (ii) intercompany indebtedness;




(h)  the
Borrower or any of the Restricted Subsidiaries shall (i) suspend or discontinue
its business, (ii) make an assignment for the benefit of creditors, (iii)
generally not pay its debts as such debts become due, (iv) admit in writing its
inability to pay its debts as they become due, (v) file a voluntary petition in
bankruptcy, (vi) become insolvent (however such insolvency shall be evidenced),
(vii) file any petition or answer seeking for itself any reorganization,
arrangement, composition, readjustment of debt, liquidation or dissolution or
similar relief under any present or future statute, law or regulation of any
jurisdiction, (viii) petition or apply to any tribunal for any receiver,
custodian or any trustee for any substantial part of its property, (ix) be the
subject of any such proceeding filed against it which remains undismissed for a
period of 45 days, (x) 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, (xi) 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 (xii) take any formal action for the purpose
of effecting any of the foregoing or looking to the liquidation or dissolution
of the Borrower or any of the Restricted Subsidiaries; or




(i)  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 (i) adjudging the
Borrower or any of the Restricted Subsidiaries bankrupt or insolvent, (ii)
approving as properly filed a petition seeking reorganization, liquidation,
arrangement, adjustment or composition of or in respect of Borrower or any of
the Restricted Subsidiaries under the United States bankruptcy laws or any other
applicable Federal or state law, (iii) appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of the
Borrower or any of the Restricted Subsidiaries or of any substantial part of the
property thereof, or (iv) ordering the winding up or liquidation of the affairs
of the Borrower or any of the Restricted Subsidiaries, and any such decree or
order continues unstayed and in effect for a period of 45 days; or




(j)  one or
more judgments or decrees against the Borrower or any of the Restricted
Subsidiaries or any combination thereof aggregating in excess of $10,000,000,
which judgment or decree (i) shall not be fully covered by insurance after
taking into account any applicable deductibles and (ii) shall remain unpaid,
unstayed on appeal, undischarged, unbonded or undismissed for a period of at
least 30 days.




(k)  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




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Corporation First Amended and Restated Credit Agreement


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




(m)  any
authorization or approval or other action by any Governmental Authority required
for the execution, delivery or performance of any Loan Document shall be
terminated, revoked or rescinded or shall otherwise no longer be in full force
and effect;




(n)  a Change
in Control shall occur or a change in control, fundamental change or any similar
circumstance which, under the Indenture or the Utility Indenture (including any
supplemental indentures thereto but in each case only to the extent that it is
in full force and effect on the relevant date) results in an obligation of the
Borrower or the Utility to prepay, purchase, offer to purchase, redeem or
defease in excess of $5,000,000 of Indebtedness thereunder.




then, and
in every such event (other than an event described in clause (h) or (i) of this
Article), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by
notice to the Borrower, take either or both of the following actions (whether
before or after the First Restatement Effective Date), at the same or different
times: (i) terminate the Commitments, and thereupon the Commitments shall
terminate immediately and (ii) declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon
the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Borrower
accrued under the Loan Documents, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower; and in case of any event described in clause
(h) or (i) of this Article, the Commitments shall automatically terminate
(whether before or after the First Restatement Effective Date) and the principal
of the Loans then outstanding, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued under the Loan Documents,
shall automatically become due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower.






ARTICLE 9.




THE
ADMINISTRATIVE AGENT







Each
Credit Party hereby irrevocably appoints the Administrative Agent as its agent
and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the
terms hereof, together with such actions and powers as are reasonably incidental
thereto.




The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent, and such Person and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Borrower or any Restricted Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent
hereunder.




The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein. Without limiting the generality of the foregoing, (i) the
Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is




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Corporation First Amended and Restated Credit Agreement


continuing,
(ii) the Administrative Agent shall not have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated by the Loan Documents that the Administrative
Agent is required to exercise in writing by the Required Lenders (or such other
number or percentage of the Credit Parties as shall be necessary under the
circumstances as provided in Section 10.2), and
(iii) except as expressly set forth herein, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Borrower or any of the Subsidiaries that is
communicated to or obtained by the Person serving as Administrative Agent or any
of its Affiliates in any capacity. The Administrative Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or such other number or percentage of the Credit Parties
as shall be necessary under the circumstances as provided in Section 10.2) or in
the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by the
Borrower or a Credit Party (and, promptly after its receipt of any such notice,
it shall give each Credit Party and the Borrower notice thereof), and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (a) any statement, warranty or representation made in or in
connection with any Loan Document, (b) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (c) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth therein, (d) the validity, enforceability, effectiveness or
genuineness thereof or any other agreement, instrument or other document or (e)
the satisfaction of any condition set forth in Article 5 or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.




The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or
experts.




The
Administrative Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub agents appointed by the
Administrative Agent, provided that no
such delegation shall serve as a release of the Administrative Agent or waiver
by the Borrower of any rights hereunder. The Administrative Agent and any such
sub agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub agent and to the Related
Parties of the Administrative Agent and any such sub agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative
Agent.




Subject
to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Credit Parties and the Borrower. Upon any such resignation, the
Required Lenders shall have the right, with the consent of the Borrower (such
consent not to be unreasonably withheld and not to be required during the
existence of an Event of Default), to appoint a successor, which successor
Administrative Agent shall be a commercial bank organized under the laws of the
United States or any State thereof and having a combined capital, surplus, and
undivided profits of at least $100,000,000. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days


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Corporation First Amended and Restated Credit Agreement
 after the
retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, on behalf of the Credit Parties, appoint a successor
Administrative Agent which shall be a bank with an office in New York, New York,
or an Affiliate of any such bank. Upon the acceptance of its appointment as
Administrative Agent hereunder by a successor, such successor shall succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder. The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Administrative Agent’s resignation hereunder, the
provisions of this Article and Section
10.3 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative
Agent.




Each
Credit Party acknowledges that it has, independently and without reliance upon
the Administrative Agent or any other Credit Party and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Credit Agreement. Each Credit Party also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Credit Party and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon any Loan
Document, any related agreement or any document furnished
thereunder.




Anything
herein to the contrary notwithstanding, none of the Book Runner, Arrangers or
Agents listed on the cover page hereof shall have any powers, duties or
responsibilities under this Credit Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent, a Lender or
the Issuing Bank hereunder.






ARTICLE 10.




MISCELLANEOUS







Section
10.1  Notices.




(i)  Notices
Generally . Except
in the case of notices and other communications expressly permitted to be given
by telephone (and except as provided in paragraph (b) below), all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by facsimile as follows:




(ii)  if to the
Borrower, to it at 2030 Donahue Ferry Road, Pineville, LA 71360 5226; Attention:
Michael Sawrie (Telephone: (318) 484-7589; Facsimile: (318) 484-7697),
website www.cleco.com;




(iii)  if to the
Administrative Agent, or BNY as Issuing Bank, to it at Agency Funding
Administration, One Wall Street, 18th Floor, New York, New York 10286, Attention
of: Sandra Morgan, Agency Function Administration, 18th Floor (Telephone No.
(212) 635-4692); Facsimile No. (212) 635-6365 or 6366 or 6367, with a
copy to The Bank of New York, at Energy Industries Division, One Wall Street,
19th Floor, New York, New York




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 Cleco
Corporation First Amended and Restated Credit Agreement


10286,
Attention of: John-Paul Marotta (Telephone No. (212) 635-8204; Facsimile
No. (212) 635-7923); and




(iv)  if to any
other Credit Party, to it at its address (or facsimile number) set forth in its
Administrative Questionnaire.




Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
facsimile shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in paragraph (b) below, shall be effective as provided in said
paragraph (b).




(b)  Electronic
Communications . Notices
and other communications to the Credit Parties hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet
websites) pursuant to procedures approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Credit Party pursuant to Article  2 if such
Credit Party has notified the Administrative Agent that it is incapable of
receiving notices under such Article  by electronic communication. The
Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or
communications.




Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if
such notice or other communication is not sent during the normal business hours
of the recipient, such notice or communication shall be deemed to have been sent
at the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website
address therefor.




(c)  Change of Address,
Etc. Any
party hereto may change its address or facsimile number for notices and other
communications hereunder by notice to the other parties hereto.




Section
10.2  Waivers;
Amendments .




(a)  No
failure or delay by any Credit Party in exercising any right or power under any
Loan Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Credit Parties under the Loan Documents are cumulative and are not exclusive
of any rights or remedies that they would otherwise have. 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
paragraph (b) of this Section, 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 and/or
the issuance, amendment, extension or




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 Cleco
Corporation First Amended and Restated Credit Agreement


renewal
of a Letter of Credit shall not be construed as a waiver of any Default,
regardless of whether any Credit Party may have had notice or knowledge of such
Default at the time.




(b)  Neither
any Loan Document nor any provision thereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders, provided that no
such agreement shall (i) increase
the Commitment of any Lender without the written consent of such Lender or
increase the Letter of Credit Commitment without the consent of the Issuing
Bank, (ii) reduce
the principal amount of any Loan or any reimbursement obligation with respect to
a LC Disbursement, or reduce the rate of any interest (other than under Section
3.1(b) ), or
reduce any fees, payable under the Loan Documents, without the written consent
of each Credit Party affected thereby, (iii) postpone
the date of payment at stated maturity of any Loan or the date of payment of any
reimbursement obligation with respect to an LC Disbursement, any interest or any
fees payable under the Loan Documents, or reduce the amount of, waive or excuse
any such payment, or postpone the stated termination or expiration of the
Commitments without the written consent of each Credit Party affected thereby, (iv) change
any provision hereof in a manner that would alter the pro rata sharing of
payments required by Section
2.9(b) or the
pro rata reduction of Commitments required by Section
2.5(c) , without
the written consent of each Credit Party affected thereby, and (v) change
any of the provisions of this Section or the definition of the term “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, or change the currency in which
Loans are to be made, Letters of Credit are to be issued or payment under the
Loan Documents is to be made, or add additional borrowers, without the written
consent of each Lender, and provided  further that no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent or the Issuing Bank hereunder without the prior written
consent of the Administrative Agent or the Issuing Bank , as
applicable.




Section
10.3  Expenses; Indemnity; Damage
Waiver .




(a)  Cost and
Expenses . The
Borrower shall pay (i) all
reasonable out-of-pocket costs and expenses incurred by the Administrative Agent
and its Affiliates, including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent, in connection with the syndication of the
credit facilities provided for herein, the preparation and administration of
each Loan Document or any amendments, modifications or waivers of the provisions
thereof (whether or not the transactions contemplated thereby shall be
consummated), (ii) all
reasonable out-of-pocket costs and expenses incurred by the Issuing Bank in
connection with the issuance, amendment, renewal or extension of any Letter of
Credit or any demand for payment thereunder and (iii) all reasonable
out-of-pocket costs and expenses incurred by any Credit Party, including the
reasonable fees, charges and disbursements of any counsel for any Credit Party
and any consultant or expert witness fees and expenses, in connection with the
enforcement or protection of its rights in connection with the Loan Documents,
including its rights under this Section, or in connection with the Loans made or
Letters of Credit issued hereunder, including all such reasonable out-of-pocket
costs and expenses incurred during any workout, restructuring or negotiations in
respect of such Loans or Letters of Credit.




(b)  Indemnification by the
Borrower . The
Borrower shall indemnify each Credit Party and each Related Party thereof (each
such Person being called an “ Indemnitee ”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or
asserted against any Indemnitee arising out of, in connection with, or as a
result of (i)




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Corporation First Amended and Restated Credit Agreement


the
execution or delivery of any Loan Document or any agreement or instrument
contemplated thereby, the performance by the parties to the Loan Documents of
their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated thereby, (ii) any Loan or Letter of
Credit or the use of the proceeds thereof including any refusal of the Issuing
Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit, (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower or
any of the Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of the Subsidiaries or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto, provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
arising solely from claims between or among one or more Indemnitees




(c)  Reimbursement by
Lenders . To the
extent that the Borrower fails to pay any amount required to be paid by it to
the Administrative Agent or the Issuing Bank under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent or the
Issuing Bank, as applicable, an amount equal to the product of such unpaid
amount multiplied
by a
fraction, the numerator of which is the sum of such Lender’s unused Commitment plus the
outstanding principal balance of such Lender’s Loans and such Lender’s LC
Exposure and the denominator of which is the sum of the unused Commitments plus the
outstanding principal balance of all Lenders Loans and the LC Exposure of all
Lenders (in each case determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought or, in the event that no Lender shall
have any unused Commitments, outstanding Loans or LC Exposure at such time, as
of the last time at which any Lender had any unused Commitments, outstanding
Loans or LC Exposure), provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as applicable, was incurred by or asserted against the Administrative
Agent or the Issuing Bank, as applicable, in its capacity as such.




(d)  Waiver of Consequential
Damages, etc. To the
extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct and
actual damages) arising out of, in connection with, or as a result of, any Loan
Document or any agreement, instrument or other document contemplated thereby,
the Transactions or any Loan or any Letter of Credit or the use of the proceeds
thereof.




(e)  Payments . All
amounts due under this Section shall be payable promptly but in no event later
than ten days after written demand therefor.




Section
10.4  Successors and
Assigns




(a)  Successors and Assigns
Generally . The
provisions of this Credit Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
the Administrative Agent and each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an
assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way
of participation in accordance with the provisions of paragraph (d) of this
Section or (iii) by way
of






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Corporation First Amended and Restated Credit Agreement


pledge or
assignment of a security interest subject to the restrictions of paragraph (f)
of this Section (and any other attempted assignment or transfer by any
party hereto shall be null and void). Nothing in this Credit Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in paragraph (d) of this Section and,
to the extent expressly contemplated hereby, the Related Parties of each of
Credit Party) any legal or equitable right, remedy or claim under or by reason
of this Credit Agreement.




(b)  Assignments by
Lenders . Any
Lender may at any time assign to one or more assignees all or a portion of its
rights and obligations under this Credit Agreement (including all or a portion
of its Commitments and the Loans and obligations in respect of its LC Exposure
at the time owing to it); provided that any
such assignment shall be subject to the following conditions:




(i)  Minimum
Amounts .




(A)  in the
case of an assignment of the entire remaining amount of the assigning Lender’s
Commitments and the Loans and obligations in respect of its LC Exposure at the
time owing to it or in the case of an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund, no minimum amount need be assigned; and




(B)  in any
case not described in paragraph (b)(i)(A) of this Section, the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder)
or, if the Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date) shall not be less than
$5,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consents (each
such consent not to be unreasonably withheld or delayed).




(ii)  Proportionate
Amounts . Each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Credit Agreement with
respect to the Loan or the Commitment assigned.




(iii)  Required
Consents . No
consent shall be required for any assignment except to the extent required by
paragraph (b)(i)(B) of this Section and, in addition:




(A)  the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (x) an Event of Default has occurred and is
continuing at the time of such assignment or (y) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund;




(B)  the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of an unfunded
or revolving facility if such assignment is to a Person that is not a Lender
with a Commitment in respect of such facility, an Affiliate of such Lender or an
Approved Fund with respect to such Lender; and




(C)  the
consent of the Issuing Bank (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the




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Corporation First Amended and Restated Credit Agreement


obligation
of the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding).




(iv)  Assignment and
Assumption . The
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$3,500 , and the
assignee, if it is not a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire.




(v)  No Assignment to
Borrower . No such
assignment shall be made to the Borrower or any of the Borrower’s Affiliates or
Subsidiaries.




(vi)  No Assignment to Natural
Persons . No such
assignment shall be made to a natural person.




Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party to this
Credit Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Credit
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Credit Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Credit Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of Sections 3.5 , 3.6 , 3.7 and 10.3 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Any assignment or transfer by a Lender of rights or obligations
under this Credit Agreement that does not comply with this paragraph shall be
treated for purposes of this Credit Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (d) of
this Section.




(c)  Register . The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at one of its offices in New York, New York a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the “ Register ”). The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Credit Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower and any Lender,
at any reasonable time and from time to time upon reasonable prior
notice.




(d)  Participations . Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower’s Affiliates or
Subsidiaries) (each, a “ Participant ”) in all
or a portion of such Lender’s rights and/or obligations under this Credit
Agreement (including all or a portion of its Commitment and/or the Loans owing
to it); provided that
(i) such Lender’s obligations under this Credit Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and each Credit Party shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Credit Agreement.




Cleco
Corporation First Amended and Restated Credit Agreement
 provided Section 10.1(b) Section 3.5 3.6 3.7 Section 10.8  Section 2.10(c)




(e)  Limitations upon Participant
Rights . A
Participant shall not be entitled to receive any greater payment under Sections Section 3.5 or 3.7 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower’s prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.7 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section 3.7(c) as
though it were a Lender.




(f)  Certain
Pledges . Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Credit Agreement to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.




(g)  Notwithstanding
anything to the contrary contained herein, any Lender (a “ Granting
Lender ”) may
grant to an Eligible SPC, identified as such in writing to the Administrative
Agent and the Borrower, the option to fund all or any part of any Loan that such
Granting Lender would otherwise be obligated to fund pursuant to this Credit
Agreement, provided  that (i) such
designation shall not be effective unless the Borrower consents thereto (which
consent shall not be unreasonably withheld), (ii) nothing
herein shall constitute a commitment by any Eligible SPC to fund any Loan, and (iii) if an
Eligible SPC elects not to exercise such option or otherwise fails to fund all
or any part of such Loan, the Granting Lender shall be obligated to fund such
Loan pursuant to the terms hereof. The funding of a Loan by an Eligible SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Loan were funded by such Granting Lender. As to any
Loans or portion thereof made by it, each Eligible SPC shall have all the rights
that a Lender making such Loans or portion thereof would have had under this
Credit Agreement and otherwise, provided that (x)
its voting rights under this Credit Agreement shall be exercised solely by its
Granting Lender (y) its Granting Lender shall remain solely responsible to the
other parties hereto for the performance of such Granting Lender’s obligations
under this Credit Agreement, including its obligations in respect of the Loans
or portion thereof made by it and (z) the Borrower shall continue to deal solely
and directly with such Granting Lender in connection with the Granting Lender’s
rights and obligations under the Loan Documents. Each Granting Lender shall act
as administrative agent for its Eligible SPC and give and receive notices and
other communications on its behalf. Any payments for the account of any Eligible
SPC shall be paid to its Granting Lender as administrative agent for such
Eligible SPC and neither the Borrower nor the Administrative Agent shall be
responsible for any Granting Lender’s application of such payments. Each party
hereto hereby agrees that no Eligible SPC shall be liable for any indemnity or
payment under this Credit Agreement for which a Lender would otherwise be liable
for so long as, and to the extent, the Granting Lender




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 Cleco
Corporation First Amended and Restated Credit Agreement


provides
such indemnity or makes such payment. Notwithstanding anything to the contrary
contained in this Credit Agreement, any Eligible SPC may (i) at any time,
subject to payment of the processing and recordation fee referred to in Section
10.4(b) , assign
all or a portion of its interests in any Loans to its Granting Lender (but
nothing contained herein shall be construed in derogation of the obligation of
the Granting Lender to make Loans hereunder) or to any Eligible Assignee
consented to by the Borrower and the Administrative Agent (which consents shall
not be unreasonably withheld or delayed or, in the case of the Borrower’s
consent, shall not be required during the continuance of an Event of Default)
providing liquidity and/or credit support to or for the account of such Eligible
SPC to support the funding or maintenance of Loans, and (ii) disclose on a
confidential basis any non-public information relating to its funding of Loans
to any rating agency, commercial paper dealer or provider of any surety or
guarantee or credit or liquidity enhancements to such Eligible SPC. This Section
may not be amended without the prior written consent of each Granting Lender,
all or any part of whose Loans is being funded by an Eligible SPC at the time of
such amendment.




Section
10.5  Survival . All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments prepared or delivered in
connection with or pursuant to this Credit Agreement or any other Loan Document
shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of any Loan Document and the making of
any Loans and the issuance of any Letter of Credit, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that any Credit Party may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any LC Disbursement or any fee or any
other amount payable under the Loan Documents is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections
3.5 , 3.6 , 3.7 , 10.3 , 10.9 , 10.10 and Article 9 shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans and the LC
Disbursements, the expiration or termination of the Letters of Credit and the
termination of the Commitments or the termination of this Credit Agreement or
any provision hereof.




Section
10.6  Counterparts; Integration;
Effectiveness . This
Credit Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original,
but all of which, when taken together, shall constitute but one contract. This
Credit Agreement and any separate letter agreements with respect to fees payable
to any Credit Party or the syndication of the credit facility established
hereunder constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section
5.1 , this
Credit Agreement shall become effective as of the date set forth in the preamble
to this Credit Agreement when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of this Credit Agreement by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this Credit
Agreement.




Section
10.7  Severability . In the event any
one or more of the provisions contained in this Credit Agreement should be held
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction).




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 Cleco
Corporation First Amended and Restated Credit Agreement


The
parties shall endeavor in good faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.




Section
10.8  Right of
Set-off . If an
Event of Default shall have occurred and be continuing, 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 clause
(a) of Article 8 , each of
the Lenders and their respective Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by applicable law, to set-off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by it to or
for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Credit
Agreement and the other Loan Documents held by it, irrespective of whether or
not it shall have made any demand therefor and although such obligations may be
unmatured. The rights of each of the Lenders and their respective Affiliates
under this Section are in addition to other rights and remedies (including other
rights of set-off) that it may have. Each Lender agrees promptly to notify the
Borrower and the Administrative 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.




Section
10.9  Governing Law; Jurisdiction;
Consent to Service of Process .




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




(b)  The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Credit Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that, to the extent permitted by
applicable law, all claims in respect of any such action or proceeding may be
heard and determined in such New York State court or, to the extent permitted by
applicable law, in such Federal court. Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Credit Agreement shall affect any right that
the Administrative Agent or any other Credit Party may otherwise have to bring
any action or proceeding relating to this Credit Agreement or the other Loan
Documents against the Borrower, or any of its property, in the courts of any
jurisdiction.




(c)  The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Credit Agreement or the other Loan Documents in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by applicable law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.




(d)  The
Borrower irrevocably consents to service of process in the manner provided for
notices in Section
10.1 . Nothing
in this Credit Agreement will affect the right of any party to this Credit
Agreement to serve process in any other manner permitted by law.




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 Cleco
Corporation First Amended and Restated Credit Agreement


Section 10.10  WAIVER OF JURY
TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS TO
WHICH IT IS A PARTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.




Section
10.11  Headings . Article and Section
headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Credit Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Credit
Agreement.




Section
10.12  Interest Rate
Limitation .
Notwithstanding anything herein to the contrary, if at any time the interest
rate applicable to any Loan or LC Disbursement, together with all fees, charges
and other amounts that are treated as interest thereon under applicable law
(collectively the “ charges ”), shall
exceed the maximum lawful rate (the “ maximum
rate ”) that
may be contracted for, charged, taken, received or reserved by the Lender
holding an interest in such Loan or LC Disbursement in accordance with
applicable law, the rate of interest payable in respect of such Loan or LC
Disbursement hereunder, together with all of the charges payable in respect
thereof, shall be limited to the maximum rate and, to the extent lawful, the
interest and the charges that would have been payable in respect of such Loan or
LC Disbursement but were not payable as a result of the operation of this
Section shall be cumulated, and the interest and the charges payable to such
Lender in respect of other Loans or LC Disbursements or periods shall be
increased (but not above the maximum rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Effective Rate to the date
of repayment, shall have been received by such Lender.




Section
10.13  Advertisement . The
Borrower hereby authorizes each of BNY to publish the name of the Borrower and
the amount of the financing evidenced hereby in any “tombstone” or comparable
advertisement which BNY elects to publish. In addition, the Borrower agrees that
BNY may provide lending industry trade organizations with information necessary
and customary for inclusion in league table measurements after the First
Restatement Effective Date.




Section
10.14  USA Patriot Act
Notice . Each
Lender that is subject to the Patriot Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“ Patriot
Act ”), it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Patriot
Act.




Section
10.15  Treatment of Certain
Information . Each
Credit Party agrees to use reasonable precautions to keep confidential, in
accordance with its customary procedures for handling confidential information
of the same nature, all non-public information supplied by the Borrower or any
Subsidiary pursuant to this Credit Agreement which (i) is clearly identified by
such Person as




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 Cleco
Corporation First Amended and Restated Credit Agreement


being
confidential at the time the same is delivered to such Credit Party or (ii)
constitutes any financial statement, financial projections or forecasts, budget,
Compliance Certificate, audit report, management letter or accountants’
certification delivered hereunder (“ Information ”),
provided that nothing herein shall limit the disclosure of any information (a)
to any of its respective Related Parties that needs to know such information,
(b) to the extent required by applicable laws or regulations or by any subpoena
or similar legal process, or requested by any bank regulatory authority, (c) on
a confidential basis, to prospective lenders or participants or their counsel,
(d) to auditors, accountants, consultants and advisors, and any analogous
counterpart thereof, (e) to any other Credit Party, (f) in connection with any
litigation to which any one or more of the Credit Parties is a party, (g) to the
extent such information (A) becomes publicly available other than as a result of
a breach of this Credit Agreement, (B) becomes available to any of the Credit
Parties on a non-confidential basis from a source other than the Borrower or any
of its Affiliates or (C) was available to the Credit Parties on a
non-confidential basis prior to its disclosure to any of them by the Borrower or
any of its Affiliates; and (h) to the extent the Borrower shall have consented
to such disclosure in writing.




Section
10.16  Savings
Clause . This
Credit Agreement is intended solely as an amendment of, and contemporaneous
restatement of, the terms and conditions of the Original Credit Agreement and
this Credit Agreement is not intended and should not be construed as in any way
extinguishing or terminating the Original Credit Agreement. Nothing in this
Credit Agreement shall affect the rights of the Credit Parties to payments under Articles
2 , 3 and 11 of the
Original Credit Agreement for the period prior to the effectiveness hereof and
such rights shall continue to be governed by the provisions of the Original
Credit Agreement.




[Signature
pages follow]









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 Cleco
Corporation First Amended and Restated Credit Agreement


IN
WITNESS WHEREOF, the parties hereto have caused this First Amended and Restated
Credit Agreement to be duly executed by their respective authorized officers as
of the day and year first above written.






CLECO
CORPORATION




By:  /s/ Keith D.
Crump


Name:  Keith D.
Crump


Title:  Treasurer












Cleco
Corporation First Amended and Restated Credit Agreement




THE BANK
OF NEW YORK, individually, as Issuing Bank, and as Administrative Agent






By:  /s/ John Paul
Marotta


Name:  John Paul
Marotta


Title:  Managing
Director







Cleco
Corporation First Amended and Restated Credit Agreement




JPMORGAN
CHASE BANK, N.A., individually, and as a Syndication Agent






By:  /s/ Nancy R.
Barwig


Name:  Nancy R.
Barwig


Title:  Vice
President










Cleco
Corporation First Amended and Restated Credit Agreement




WESTLB
AG, NEW YORK BRANCH, individually, and as a Syndication Agent






By:  /s/ Felicia La
Forgia


Name:  Felicia
La Forgia


Title:  Director







By:  /s/ Jacqueline
Walcott


Name:  Jacqueline
Walcott


Title:  Director















Cleco
Corporation First Amended and Restated Credit Agreement




KEYBANK
NATIONAL ASSOCIATION, individually, and as a Documentation Agent






By:  /s/ Paul J.
Pace


Name:  Paul J.
Pace


Title:  Assistant
Vice President












Cleco
Corporation First Amended and Restated Credit Agreement




UNION
BANK OF CALIFORNIA, N.A., individually, and as a Documentation Agent






By:  /s/ Efrain
Soto


Name:  Efrain
Soto


Title:  Vice
President







Cleco
Corporation First Amended and Restated Credit Agreement









CALYON,
NEW YORK BRANCH,individually, and as a Documentation Agent













By:  /s/ Darrell
Stanley


Name:  Darrell
Stanley


Title:  Managing
Director







By:  /s/ Michael
Willis


Name:  Michael
Willis


Title:  Vice
President















Cleco
Corporation First Amended and Restated Credit Agreement


COBANK,
ACB, individually, and as a Documentation Agent







By:  /s/ John
Guilds


Name:  John
Guilds


Title:  Vice
President


Cleco
Corporation First Amended and Restated Credit Agreement


COMERICA
BANK













By:  /s/ Gerald R. Finney,
Jr.


Name:  Gerald R.
Finney, Jr.


Title:  Vice
President


Cleco
Corporation First Amended and Restated Credit Agreement


SOCIETE
GENERALE











By:  /s/ Nigel
Elvey


Name:  Nigel
Elvey


Title:  Vice
President








Cleco
Corporation First Amended and Restated Credit Agreement


BANK
HAPOALIM B.M.











By:  /s/ Helen H.
Gateson


Name:  Helen H.
Gateson


Title:  Vice
President




By:  /s/ Charles
McLaughlin


Name:  Charles
Mclaughlin


Title:  Senior
Vice President











Cleco
Corporation First Amended and Restated Credit Agreement


CREDIT
SUISSE, CAYMAN ISLANDS BRANCH






By:  /s/ Sarah
Wu


Name:  Sarah
Wu


Title:  Director









By:  /s/ Nupur
Kumar


Name:  Nupur
Kumar


Title:  Associate







Cleco
Corporation First Amended and Restated Credit Agreement


GOLDMAN
SACHS CREDIT PARTNERS L.P.






By:  /s/ William W.
Archer


Name:  William
W. Archer


Title:  Managing
Director







Cleco
Corporation First Amended and Restated Credit Agreement


CAPITAL
ONE, NATIONAL ASSOCIATION






By:  /s/ Kermit W. Pharris,
Jr.


Name:  Kermit W.
Pharris, Jr.


Title:  Vice
President


Cleco
Corporation First Amended and Restated Credit Agreement


WHITNEY
NATIONAL BANK






By:  /s/ Eric Bronson
Goebel


Name:  Eric
Bronson Goebel


Title:  Vice
President















Cleco
Corporation First Amended and Restated Credit Agreement






CLECO
CORPORATION CREDIT AGREEMENT
  SCHEDULE
2.1
 
 LIST OF
COMMITMENTS
 
 
 Lender
              CommitmentThe
      Bank of New York
              $15,882,352.94JPMorgan
      Chase Bank, N.A.
              $15,882,352.94WestLB
      AG, New York Branch
              $15,882,352.94KeyBank
      National Association
              $14,117,647.06Union
      Bank of California, N.A.
              $14,117,647.06Calyon,
      New York Branch
              $14,117,647.06CoBank,
      ACB
              $14,117,647.06Societe
      Generale
              $10,588,235.30Comerica
      Bank
              $7,941,176.47Credit
      Suisse First Boston
              $7,941,176.47Goldman
      Sachs Credit Partners L.P.
              $7,941,176.47Bank
      Hapoalim B.M.
              $4,411,764.71Hibernia
      National Bank
              $3,529,411.76Whitney
      National Bank
              $3,529,411.76Total:
              $150,000,000.00
 
  
 CLECO
CORPORATION CREDIT AGREEMENT
  SCHEDULE
4.6
 
 DISCLOSED
MATTERS
 
 Litigation and Regulatory
Matters:
 
 FERC
Investigation
 
 In
November 2005, as a result of Borrower’s self-reporting the Federal Energy
Regulatory Commission (“FERC”) Division of Enforcement (“FERC Staff”) initiated
an informal investigation into certain representations made by Borrower in the
course of FERC Staff’s investigation underlying Borrower’s July 2003 Stipulation
and Consent Agreement with FERC.  In response to data requests from
FERC Staff, Borrower has provided information regarding those representations as
well as compliance with the Code of Conduct and Compliance Plan contained in the
Consent Agreement (collectively, the “Consent Agreement”) primarily relating to
sharing of employees and information among Borrower’s subsidiaries, as well as
the accuracy of information furnished to FERC Staff in connection with reporting
on compliance with the Consent Agreement.  As of the First Restatement
Date, the investigation is ongoing.  It is possible that the
investigation may result in determinations of violations of the Consent
Agreement.  Borrower is unable to predict the outcome of the
investigation, the timing of completion of the investigation or the remedial
actions that FERC may take.  The remedial actions that FERC ultimately
may take with respect to the results of the investigation could have a material
adverse impact on Borrower’s results of operation, financial condition and cash
flows.
 
 Calpine Tolling
Agreements
 
 On December 20, 2005, Calpine
Corporation (“Calpine”), Calpine Energy Services, L.P. (“CES”) and certain other
Calpine subsidiaries (collectively, the “Calpine Debtors”) filed for protection
under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of New York (the “Calpine Debtors Bankruptcy
Court”).  On December 21, 2005, the Calpine Debtors filed a motion
(the “Rejection Motion”) with the Calpine Debtors Bankruptcy Court seeking to
reject the Calpine Tolling Agreements between CES and Acadia Power Partners LLC
(“Acadia”) in addition to six other power supply contracts with other
entities.  The issue was referred to the U.S. District Court for the
Southern District of New York (the “District Court”) where on January 27, 2006,
a federal judge dismissed the Rejection Motion, ruling that the FERC, not the
bankruptcy court, has exclusive jurisdiction over the disposition of the energy
contracts.  The Calpine Debtors have appealed the ruling of the
District Court to the U.S. Court of Appeals for the Second
Circuit.  As of the date of this filing, no decision has been rendered
by the U.S. Court of Appeals for the Second Circuit.
 
 In
March 2006, Acadia filed a motion (“Motion to Compel”) with the Calpine Debtors
Bankruptcy Court to, among other things, compel CES to perform under the
Calpine
  
  Tolling
Agreements, and to pay amounts due under such agreements since the commencement
of the Calpine Debtors' bankruptcy cases.  On March 15, 2006, Acadia
and CES executed an amendment to each of the Calpine Tolling Agreements, which
permitted Acadia to suspend its obligations under the Calpine Tolling
Agreements.  The amendments were approved by the Calpine Debtors
Bankruptcy Court on March 22, 2006, and Acadia's obligations under the Calpine
Tolling Agreements were suspended as of that date.
 
 Acadia
has invoiced CES for obligations performed under the Calpine Tolling Agreements
totaling $3.5 million related to pre-petition bankruptcy claims, $2.0 million
for post-petition claims through December 31, 2005, and $16.3 million for
post-petition claims for the three months ended March 31,
2006.  Acadia has recorded a reserve for uncollectible accounts of
$21.8 million at March 31, 2006.  CES has failed to make any payments
on amounts invoiced by Acadia since Calpine filed for bankruptcy
protection.  The reserve for uncollectible accounts excludes the $2.8
million draw, made by Acadia Power Holdings LLC (“APH”) in February 2006,
against the $15.0 million letter of credit issued by
Calpine.  Acadia's request for payment of post-petition amounts owed
under the Calpine Tolling Agreements, as set forth in the Motion to Compel, is
scheduled to be heard by the Calpine Debtors Bankruptcy Court on June 21,
2006.
 
 In
March 2006, Acadia also requested that the Calpine Debtors Bankruptcy Court
approve a waiver of CES’ exclusive rights under the tolling agreements to sell
the output of the Acadia plant so Acadia could start remarketing the plant’s
power.  On March 22, 2006, the Calpine Debtors Bankruptcy Court
approved Acadia’s request to remarket the output of the Acadia
plant.  The Calpine Debtors Bankruptcy Court also approved the mutual
termination of a power purchase agreement between Utility and CES which called
for CES to supply Utility with 200 megawatts through the end of
2006.  The contract required CES to provide power from the Acadia
plant.  The mutual termination of the one-year 200 megawatt contract
resulted from Acadia’s request to take over marketing the Acadia plant’s
output.  With Acadia’s request to take over marketing the output, CES
would have been unable to satisfy the one-year 200 megawatt contract because CES
would no longer have rights to power produced by the Acadia plant. On April 7, 2006,
Acadia signed a short-term agreement with a third-party power marketer to sell
Acadia's output while continuing to explore its long-term options for the
facility.
 
 A $14.0 million priority distribution
to APH was established when CES entered into the second Acadia tolling agreement
in May 2003.  In August 2005, Acadia and Calpine executed agreements
with CES to settle their dispute over the availability of transmission capacity
at the Acadia plant under the Calpine Tolling Agreements.  One of the
terms of that settlement requires APH to receive guaranteed cash payments from
CES through 2022.  These payments enhance the cash distributions
available to APH and are recorded as a component of other income on Borrower’s
Condensed Consolidated Statements of Income.  In the event of a CES
default, these payments are guaranteed by Calpine Acadia Holdings (“CAH”) and
Acadia.  In the event CES defaults in making such payments and CAH
defaults under its guarantee, APH will receive guaranteed and priority annual
cash payments from Acadia totaling $19.0 million through 2011 and $21.0 million
thereafter though 2022.  Acadia will make these annual cash payments
to APH only when cash is available, and any
 
 
 
 unpaid
amounts will accumulate to APH.  Regardless of whether the payments
are made to APH, Acadia must continue to perform its operational obligations
under the Calpine Tolling Agreements until the bankruptcy or other litigation
process allows CES to reject the Calpine Tolling Agreements.
 
 Although
Borrower has not been required to record an impairment with respect to Acadia as
a result of the Calpine bankruptcy proceedings, future events such as a decline
in the anticipated market value of energy in relation to natural gas values
could cause Acadia’s carrying value to exceed its market value, requiring an
impairment charge.  Such a charge could adversely affect Borrower’s
financial condition by reducing consolidated common shareholders’ equity, could
cause Borrower to incur increased interest cost on future debt issuances, and
could cause an adverse change in Borrower’s credit ratings.
 
 If
the Calpine Tolling Agreements are rejected, Acadia would need to arrange for
replacement customers for its capacity in order to generate revenue, and there
is no assurance that any such customers could be obtained.  CES’s
bankruptcy and failure to perform its obligations under the Calpine Tolling
Agreements will likely have a material adverse impact on Borrower’s results of
operations and cash flows.
 
 Acadia
Claim
 
 On
or about May 2, 2005, a detailed review of the gas and electric metering at the
Acadia plant resulted in the discovery of a potential electric metering error
whereby Acadia unknowingly generated excess power to its electric
interconnections for the period beginning June 1, 2002, and ending May 31,
2005.  Acadia has made a claim against Utility for the delivery of the
excess generation for which it has not received compensation.  Utility
has evaluated the claim and communicated to Acadia that to the extent any
unmetered power was generated, Entergy received the predominant benefit of that
power and therefore Acadia’s claim, if any, is primarily against Entergy rather
than Utility.  Acadia has responded, insisting that its claim against
Utility is valid.  The three parties are attempting to resolve the
dispute.
 
 
 Environmental
Matters:
  
 
 
 CAMR and
CAIR
 
 On March 15, 2005, the EPA issued final
rules regulating mercury emissions from electric utility
boilers.  According to EPA, the Clean Air Mercury Rule (CAMR)
establishes “standards of performance” limiting mercury emissions from new and
existing coal-fired power plants and creates a market-based cap-and-trade
program that will reduce nationwide utility emissions of mercury in two distinct
phases.  The first phase cap is 38 tons and emissions will be reduced
by taking advantage of “co-benefit” reductions – that is, mercury reductions
achieved by reducing sulfur dioxide (SO2) and
nitrogen oxides (NOx) emissions
under the Clean Air Interstate Rule (CAIR).  In the second phase, due
in 2018, coal-fired power plants will be subject to a second cap, which will
reduce emissions to 15 tons upon full implementation. Louisiana must evaluate
the provisions of CAMR and make changes to the State Implementation Plan (SIP)
by September 2006 to incorporate these requirements.  Borrower is
participating with other stakeholders on the Louisiana Department of
Environmental Quality’s (LDEQ’s) implementation of the federal requirements and
is evaluating potential compliance strategies to meet the emission reductions
contemplated by these regulations.  These strategies may include
additional emission controls, purchase of allowances, or fuel
changes.
 
 On March 10, 2005, the EPA
Administrator signed the CAIR which obligates certain states to address the
interstate transport of certain pollutants.  It is anticipated that
EPA will publish these regulations shortly.  CAIR provides a Federal
framework requiring the states to reduce emissions of SO2 and
NOx.  EPA
anticipates that the states will achieve this primarily by reducing emissions
from the power generation sector.  Louisiana must evaluate the
provisions of CAIR and make changes to the State Implementation Plan (SIP) to
incorporate these requirements within 18 months of
promulgation.  Borrower is participating with other stakeholders on
the LDEQ’s implementation of the federal requirements and is evaluating
potential compliance strategies to meet the emission reductions contemplated by
these regulations.  The installation of new low NOx burners at
Dolet Hills under the CAIR provisions is expected to be an integral part of
meeting the CAIR NOx reduction
provisions.  Likewise, the installation of new low NOxburners is
being planned for Rodemacher Unit 2 in early 2009 at a projected cost of $4.0
million.  These strategies may include additional emission controls,
purchase of allowances, or fuel charges.
 
 Borrower will monitor the development
of these new regulatory requirements and their potential impacts to
Borrower.  While it is unknown at this time what the final outcome of
these regulations will be, any capital and operating costs of additional
pollution control equipment that may be required could materially adversely
affect future results of operations, cash flows, and possibly financial
condition, unless such costs could be recovered through regulated rates or
future market prices for energy.
 
 EPA
  In
February 2005, Utility received notices that the EPA is investigating the
Rodemacher Power Station and Dolet Hills power plants through requests for data
as authorized by Section 114 of the Clean Air Act.  The apparent
purpose of the investigation is
 
 
 
 to
determine whether Utility has complied with applicable EPA New Source Review
(NSR) and New Source Performance Standards (NSPS) requirements in connection
with capital expenditures, modifications, or operational changes Utility has
made at these facilities.  Regulated by the EPA, NSR requires electric
utilities to undergo pre-construction review for environmental controls if new
generating units are built and also applies if existing units are modified by
making “non-routine” physical or operational changes that result in a
significant increase in emissions of a regulated pollutant.  NSPS are
federal standards adopted by the EPA to regulate air emissions by many types of
industrial facilities.  The standards are intended to promote use of
the best air pollution control technologies.  Utility has completed
its response to the initial data request.  It is unknown at this time
whether the EPA will take further action as a result of the information provided
by Utility and if any such action would have a material adverse impact on
Borrower’s financial condition, results of operations, or cash
flows.
  Clean Water
Act
  Another
new regulatory program, Section 316(b) of the Clean Water Act, which deals with
minimizing adverse environmental impacts to all aquatic species due to water
intake structures, may require some capital improvements to several of
Borrower’s generation facilities.  The Phase II regulations were
signed by EPA on February 16, 2004.  These regulations establish
requirements applicable to the location, design, construction, and capacity of
cooling water intake structures.  Borrower anticipates that any new
requirements will be established as the facilities go through the Louisiana
Pollution Discharge Elimination System permit renewal process and will be
established on a site-specific basis.  The initial studies required
will be conducted in 2006, and any required capital improvements will occur
after those studies are completed.  Any capital improvement costs are
anticipated to be between $3.0 million and $5.0 million.







CLECO
CORPORATION CREDIT AGREEMENT
  SCHEDULE
4.12
 
 LIST OF
SUBSIDIARIES
 
 
 [See
Attached Chart]











Cleco
Corporation Holding Company Structure
 March
1, 2006
 (Ownership
interests of the respective members are 100% unless noted
otherwise.)
 
 
  Energy-Related
Companies
 1      An
operating electric public utility engaged in generation, purchase, transmission,
distribution and sale of retail and wholesale electric power.
 2      Provides
transmission interconnection and transmission services.
 3      Owns
and operates electric generation facilities and makes wholesale sales of
electric power from them.
 4      Owns
and operates intrastate natural gas transmission facilities.
 5      Previously
engaged primarily in the wholesale marketing of natural gas, as well as in
natural gas production, gathering, and transmission.  Substantially
all of the assets of Cleco Energy were sold on November 16, 2004.
 6      Previously
owned and operated intrastate natural gas transmission
facilities.  Substantially all of the assets of DeSoto Pipeline
Company were sold on November 16, 2004.
 7      Owns
and operates electric generation facilities and makes wholesale sales of
electric power from them.
 8      Previously
engaged in the production of oil and natural gas.  Substantially all
of the assets of Four Square Production were sold on September 15,
2004.
 9      Provides
operational services to owners of electric generation facilities.
 10      Owns
and operates intrastate natural gas transmission facilities.
 11      Inactive
affiliate which previously engaged in the wholesale marketing of electric power
and natural gas and the provision of energy management services.
 
 *Restricted
Subsidiary











CLECO
CORPORATION CREDIT AGREEMENT
  SCHEDULE
7.2
  
  LIST OF EXISTING
LIENS
  
  None
beyond those Liens under the Utility Mortgage and otherwise separately permitted
by Section 7.2 referring to Liens permitted by the Utility Credit
Agreement.









CLECO
CORPORATION CREDIT AGREEMENT
  SCHEDULE
7.8
 
  LIST OF EXISTING
RESTRICTIONS
  
 1)           Sections
7.2 and 7.3 of the Utility Credit Agreement set forth restrictions on the
ability of the Utility to make investments in the Borrower or other Restricted
Subsidiaries or to make a loan or otherwise provide credit to the Borrower or
other Restricted Subsidiaries.
 
 2)           Section
3.04 of the Insurance Agreement by the Utility and Ambac Insurance Company
(“Ambac”) dated as of February 8, 2002 and Section 3.04 of the Insurance
Agreement by the Utility and Ambac dated as of May 9, 2002, each set forth
restrictions on the ability of the Utility to acquire the stock of other persons
including the Borrower or other Restricted Subsidiaries.  A copy of
that section is attached.
 
 Attachments
  Also
attached hereto is Section 3.04 of one of the Ambac Insurance Agreements (such
section being identical in the other Insurance Agreement).









INSURANCE
AGREEMENT
 
 INSURANCE AGREEMENT dated as of May 9,
2002 by and between Cleco Power LLC, a limited liability company duly organized
and existing under the laws of the State of Louisiana (the “Company”) and Ambac
Assurance Corporation, a Wisconsin-domiciled stock insurance company
(“Ambac”).
 
 WITNESSETH:
 
 WHEREAS, pursuant to an Indenture,
dated as of October 1, 1988 (as amended or supplemented, the “Indenture”), by
and between the Company (as successor to Cleco Utility Group Inc.) and The Bank
of New York (as successor to Bankers Trust Company), as trustee (the “Trustee”),
the Company will issue $50,000,000 in aggregate principal amount of its 6.05%
Insured Quarterly Notes due June 1, 2012 (the “Notes”); and
 
 WHEREAS, Ambac will issue a Financial
Guaranty Insurance Policy (the “Policy”) pursuant to which Ambac will insure the
timely payment of regularly scheduled principal of and interest on the Notes;
and
 
 WHEREAS, to induce Ambac to issue the
Policy, the Company has agreed to pay the premium for such Policy and to
reimburse Ambac for all payments made by Ambac under the Policy, all as more
fully set forth in this Agreement; and
 
 WHEREAS, the Company understands that
Ambac expressly requires the delivery of this Agreement as part of the
consideration for the delivery by Ambac of the Policy;
 
 NOW, THEREFORE, in consideration of the
premises and of the agreements herein contained and of the execution and
delivery of the Policy, the Company and Ambac agree as follows:
 
 Section 3.04.  Disposition of
Assets.  So long as any Notes remain outstanding or any Reimbursement
Obligations remain unpaid, the Company shall not 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,
equipment and similar Property in the ordinary course of business) of any
Person, including acquisitions of the stock of any Person, or permit any of the
Material 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 (i) no Event of Default shall exist immediately before or
after giving effect thereto and (ii) the amount of such Asset Sale, when added
to the total amount of all Asset Sales made by the Company and the Material
Subsidiaries during the immediately preceding twelve month period, shall not
exceed 10% or more of Material Total Assets as of the first day of such twelve
month period; provided, however, that sales or other dispositions pursuant to
Section 3.04(d) hereof shall not be included in making such calculation;
and
 
 (d)           sales
or other dispositions of ownership, possession or control of the Company’s
Transmission Assets that (i) are required by statute, order, rule, regulation or
other applicable law or (ii) as a result of any statute, order, rule, regulation
or other applicable law would be necessary to avoid a material adverse effect on
the Company’s financial condition or operations.









CLECO
CORPORATION EXHIBIT A
  FORM OF ASSIGNMENT AND
ASSUMPTION
  This
Assignment and Assumption (the “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each,
an] “Assignor”)
and [the][each]2 Assignee identified in item 2 below ([the][each,
an] “Assignee”).  [It
is understood and agreed that the rights and obligations of [the Assignors][the
Assignees]3 hereunder are several and not joint.]4  Capitalized terms used but not
defined herein shall have the meanings given to them in the Credit Agreement
identified below (as amended, modified or otherwise supplemented from time to
time, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by
[the][each] Assignee.  The Standard Terms and Conditions set forth in
Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.
  For
an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the
respective Assignors’] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Credit Agreement and
any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the facility identified below (including, without limitation, any Letters
of Credit included in such facility) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other
right of [the Assignor (in its capacity as a Lender)][the respective Assignors
(in their respective capacities as Lenders)] against any Person, whether known
or unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as
[the][an] “Assigned
Interest”).  Each such sale and assignment is without recourse
to [the][any] Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by [the][any]
Assignor.
  1.      Assignor[s]:
 
 
 
 
 2.      Assignee[s]:
 
 
 
  [for
each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]
 
 1 For
bracketed language here and elsewhere in this form relating to the Assignor(s),
if the assignment is from a single Assignor, choose the first bracketed
language.  If the assignment is from multiple Assignors, choose the
second bracketed language.
 
 2 For
bracketed language here and elsewhere in this form relating to the Assignee(s),
if the assignment is to a single Assignee, choose the first bracketed
language.  If the assignment is to multiple Assignees, choose the
second bracketed language.


3
Select as appropriate.


4
Include bracketed language if there are either multiple Assignors or multiple
Assignees.


Cleco
Corporation Assignment and Assumption


3.      Borrower:                      Cleco
Corporation, a Louisiana Corporation.




4.      Administrative Agent:
The Bank of New York, as the administrative agent under the Credit
Agreement.




5.      Credit Agreement: The
First Amended and Restated Credit Agreement, dated as of June 2, 2006 (as
amended and in effect on the date hereof, the “Credit Agreement”),
by and among Cleco Corporation, the Lenders party thereto, JPMorgan Chase Bank,
N.A. and WestLB AG, New York Branch, as syndication agents thereunder, KeyBank
National Association, Union Bank of California, N.A., Calyon, New York Branch
and CoBank, ACB, as documentation agents thereunder, and The Bank of New York,
as Administrative Agent.




6.       Assigned
Interest[s]:




Assignor[s]5
            Assignee[s]6
            Facility
      Assigned
            Aggregate
      Amount of Commitment/Loans for all Lenders7
            Amount
      of Commitment/Loans Assigned8
            Percentage
      Assigned of Commitment/Loans8Revolving
            $_______________
            $______________
            ____%







[7.      Trade
Date:                      _____
__, 20__]9







5 List
each Assignor, as appropriate.


6 List
each Assignee, as appropriate.


7
Amount to be adjusted by the counterparties to take into account any payments or
prepayments made between the Trade Date and the Effective Date.


8 Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.


9 To be
completed if the Assignor(s) and the Assignee(s) intend that the minimum
assignment amount is to be determined as of the Trade Date.
  -2-
 Cleco
Corporation Assignment and Assumption


Effective
Date:   _____________ ___, 20___ [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]




The
terms set forth in this Assignment and Assumption are hereby agreed
to:







ASSIGNOR[S]10





[NAME
      OF ASSIGNOR]








By:


Title:




[NAME
      OF ASSIGNOR]








By:


Title:




ASSIGNEE[S]11


[NAME
      OF ASSIGNEE]








By:


Title:




[NAME
      OF ASSIGNEE]





By:


Title:




[Consented
to and]12 Accepted:





THE
BANK OF NEW YORK, as Administrative Agent





By:


Title:








10 Add
additional signature blocks as needed.
 
 11 Add
additional signature blocks as needed.




12 To
be added only if the consent of the Administrative Agent is required by the
terms of the Credit Agreement.




-3-
 Cleco
Corporation Assignment and Assumption




[Consented
to:]13





[NAME
OF RELEVANT PARTY]





By:


Title:








13 To
be added only if the consent of the Borrower and/or other parties (e.g. Issuing
Bank) is required by the terms of the Credit Agreement.






-4-
 Cleco
Corporation Assignment and Assumption




STANDARD
TERMS AND CONDITIONS FOR
 ASSIGNMENT
AND ASSUMPTION
  1.      Representations and
Warranties
  1.1           Assignor[s].  [The][Each]
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document14, (ii) the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan
Document.
  1.2           Assignee[s].
[The][Each] Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) it meets all the
requirements to be an assignee under Section 10.4(b)(iii),
(v) and (vi) of
the Credit Agreement (subject to such consents, if any, as may be required under
Section 10.4(b)(iii)
of the Credit Agreement), (iii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Lender thereunder and, to
the extent of [the][the relevant] Assigned Interest, shall have the obligations
of a Lender thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it,
or the person exercising discretion in making its decision to acquire the
Assigned Interest, is experienced in acquiring assets of such type, (v) it has
received a copy of the Credit Agreement, and has received or has been accorded
the opportunity to receive copies of the most recent financial statements
delivered pursuant to Section 6.1
thereof, as applicable, and such other documents and information as it deems
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it
has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, and
(vii) if it is a Foreign Lender15 attached to the Assignment and Assumption is
any documentation required to be delivered by it pursuant to the terms of the
Credit Agreement, duly completed and executed by [the][such] Assignee; and (b)
agrees that (i) it will, independently and without reliance on the
Administrative Agent, [the][any] Assignor 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 decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.
  14 The
term “Credit Document” should be conformed to that used in the Credit
Agreement.
  15The
concept of “Foreign Lender” should be conformed to the section in the Credit
Agreement governing withholding taxes and gross-up.




Cleco
Corporation Assignment and Assumption





2.      Payments. [From and
after the Effective Date, the Administrative Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignee whether such amounts have accrued prior
to or on or after the Effective Date.  The Assignor and the Assignee
shall make all appropriate adjustments in payments by the Administrative Agent
for periods prior to the Effective Date or with respect to the making of this
assignment directly between themselves.]  [From and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to but excluding the
Effective Date and to the Assignee for amounts which have accrued from and after
the Effective Date.]16




3.      General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and
assigns.  This Assignment and Assumption may be executed in any number
of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York.




16Administrative
Agent to select first or second alternative.






-2-
 Cleco
Corporation Assignment and Assumption




CLECO
CORPORATION EXHIBIT B
  FORM OF OPINION OF
COUNSEL
 
  
  June
2, 2006
  To
the Parties Listed on
 Schedule A Attached
Hereto
  Re:           Cleco Corporation: 2006
First Amended and Restated Credit Agreement          15668-20
  Ladies
and Gentlemen:
  We
have acted as counsel to Cleco Corporation, a Louisiana corporation (the “Borrower”), and Cleco
Power LLC, a Louisiana limited liability company, in connection with that
certain First Amended and Restated Credit Agreement, dated of even date herewith
(the “Agreement”) by and
among the Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A. and
WestLB AG, New York Branch, as Syndication Agents, KeyBank National Association,
Union Bank of California, N.A., Calyon, New York Branch and CoBank, ACB, as
Documentation Agents, and The Bank of New York, as Administrative Agent, and the
transactions contemplated thereby.  This Opinion is furnished to you
pursuant to Section 5.1(c) of the Agreement.
  Capitalized
terms that are defined in the Agreement but are not defined herein shall have
the meanings ascribed to them in the Agreement.
  In
connection with the foregoing and the delivery of this Opinion, we have examined
(i) executed copies of the Agreement and of fourteen (14) Notes, one to each
Lender (the Agreement and such Notes being collectively, the “Loan Documents”),
(ii) the Borrower’s Articles of Incorporation and its Bylaws, each as amended to
the date hereof, (iii) the agreements and instruments listed to us by the
Borrower, or which have been filed by the Borrower or any Restricted Subsidiary
with the Securities and Exchange Commission as an exhibit to any Registration
Statement filed pursuant to the Securities Act of 1933, as amended, or as an
exhibit to any periodic report filed pursuant to the Securities Exchange Act of
1934, as amended, in each case that relate to the borrowing of funds to which
either it or a Restricted Subsidiary is bound or any of its or Restricted
Subsidiary’s properties is subject, which agreements and instruments are listed
in Exhibit A to
this opinion (the “Material Debt
Instruments”), and (iv) those records of the corporate proceedings of the
Borrower as we have deemed necessary as a basis for the opinions hereinafter
expressed, including proceedings relative to the Loan Documents.
  We
also have examined originals or copies, certified or otherwise identified, of
all respective records, documents and instruments of the Borrower, certificates
of public officials, certificates of officers of the Borrower and other Persons,
and all other documents, certificates and corporate or other records as we have
deemed necessary as a basis for the opinions hereinafter
expressed.  In our examination, we have assumed the genuineness of all
signatures (other than those of the Borrower), the authenticity of all documents
submitted to us as originals, the conformity with the originals (and the
authenticity of such
 
 Cleco
Corporation Opinion of Counsel
 
 originals)
of all documents submitted to us as copies, the due organization of each Credit
Party, the due authorization, execution and delivery of the Agreement by the
Credit Parties and that the Credit Parties have the power and authority to
execute, deliver and perform their respective obligations under the Loan
Documents.  We have further assumed that there are no documents or
agreements among the Credit Parties and the Borrower (or any lesser combination
of said parties) which alter the provisions of any of the Loan Documents and
which would have an effect on the opinions expressed in this Opinion
letter.  With respect to factual matters material to our opinion, we
also have relied upon the representations contained in the Agreement and upon
certificates of representatives of the Borrower.
  Based
upon and subject to the foregoing and the assumptions, exceptions, limitations
and qualifications expressed below, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
  The
Borrower is duly incorporated and validly existing and in good standing under
the laws of the State of Louisiana and has all requisite corporate power and
authority to own its properties and to carry on its business as now
conducted.  To our knowledge, the Borrower has only the Subsidiaries
set forth on Schedule 4.12 to the Agreement, which Schedule identifies Cleco
Power LLC as the only Restricted Subsidiary.  The Restricted
Subsidiary is duly formed and validly existing under the laws of the State of
Louisiana and has all requisite limited liability company power and authority to
own its properties and to carry on its business as now conducted.
  The
Borrower has the corporate power and authority to enter into, execute, deliver
and perform the terms of the Loan Documents and to incur the obligations
provided for in the Notes, all of which (i) have been duly authorized by all
necessary corporate action on the part of the Borrower, and (ii) are in full
compliance with the Borrower’s Articles of Incorporation and its Bylaws, each as
amended to the date hereof, or its other organization documents.
  The
choice of New York law stipulated to govern the Loan Documents is a valid and
effective choice of law under the laws of the State of Louisiana, and will be
enforced by a court of competent jurisdiction in the State of Louisiana, except
(i) to the extent the chosen (New York) law contravenes the public policy of the
state whose law otherwise would be applicable under the State of Louisiana’s
choice of law principles (generally, as to contractual issues other than
capacity or form, the law of the state whose policies would be most seriously
impaired if its law were not applied to that issue), and (ii) insofar as federal
laws may apply.  If the choice of New York law set forth in the Loan
Documents is disregarded and internal Louisiana law applied, then the Loan
Documents would be the valid and legally binding obligations of the Borrower,
enforceable against it in accordance with the respective terms
thereof.
  Except
as set forth on Schedule 4.6 (Disclosed Matters) to the Agreement, to our
knowledge there are no actions, suits or proceedings at law or in equity or by
or before any Governmental Authority pending or threatened against the Borrower
or the Restricted Subsidiary which (i) call into question the validity or
enforceability of any of the Loan Documents, or (ii) 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 the Restricted Subsidiary.
  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
(other than the Borrower’s Board of Directors, which has been obtained) is
required to
 
 Cleco
Corporation Opinion of Counsel
 
 authorize,
or is required in connection with, the execution, delivery and performance by
the Borrower of the Loan Documents or is required as a condition to the validity
or enforceability of the Loan Documents in accordance with their
terms.
  Neither
the execution and delivery of the Loan Documents by the Borrower nor the
performance by the Borrower of its agreements therein will (i) violate the
Borrower’s Articles of Incorporation or its Bylaws, each as amended to date,
(ii) breach or result in a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon the properties of the
Borrower under, any existing obligation of the Borrower under any Material Debt
Instrument, (iii) breach or otherwise violate any judicial or administrative
order, writ, judgment, or decree of any Governmental Authority having
jurisdiction over the Borrower or its properties that is in effect on the date
hereof and that has been identified to us by the Borrower in the course of our
inquiry to the Borrower with respect to the transactions contemplated by the
Loan Documents and that the Borrower has certified to us may reasonably be
expected to have a Material Adverse Effect, or (iv) violate any statute in
effect on the date hereof, or published rule or regulation in effect on the date
hereof applicable to the Borrower of any Governmental Authority having
jurisdiction over the Borrower or its properties.
  Neither
the Borrower nor the Restricted Subsidiary is an “investment company” or a
company “controlled” by an “investment company” as defined in, or otherwise
subject to regulation under, the Investment Company Act of 1940, as
amended.
  To
our knowledge, the Borrower is not engaged principally in the business of
extending credit for the purpose of purchasing or carrying any Margin
Stock.
  The
foregoing opinions are subject to and qualified by the following:
  All opinions, to the extent
they relate to the enforceability of any agreement or obligation, or to the
extent they relate to the lawfulness of any obligations undertaken or agreed to
be undertaken by the Borrower, are subject to and qualified by the
following:
  We
do not express any opinion as to the effect and application of bankruptcy,
insolvency, reorganization, receivership, moratorium, fraudulent conveyance or
transfer, equitable subordination and other similar laws now or hereafter in
effect which relate to or limit creditors’ rights and remedies generally;
and
  We
do not express any opinion as to the effect and application of general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, whether considered in a proceeding
in equity or an action at law; and
  We
do not express any opinion as to the validity, performance, enforceability or
lawfulness under Louisiana law of the following provisions in the Loan Documents
(and likewise, we express no opinion whether a court applying Louisiana law
would give effect to the choice of New York law as governing the validity,
performance, enforceability or lawfulness of the Loan Documents as to the
following provisions):  (a) the availability of any equitable remedies
(regardless of whether enforcement is sought in a proceeding in equity or at
law); (b) any waivers or consents under the Loan Documents relating to the
rights of the Borrower, or any duties owing to it, existing as a matter of law,
except to the extent the Borrower may so waive or consent as a matter of law;
(c) the severability provisions set forth in any of the Loan Documents; (d) any
releases contained in the Loan Documents relating to unmatured
 
 Cleco
Corporation Opinion of Counsel
 
 claims;
(e) any provision in the Loan Documents according to which the Loan Documents
may be amended or waived only in writing, including without limitation
provisions authorizing the delay or failure to exercise a right without waiving
such right; (f) irrevocable appointments of any party as agent or
attorney-in-fact for any other party; (g) waivers of judicial service of process
and the right to a jury trial, objections to venue and forum, provisions for
default judgment and the submissions of any party to jurisdiction; (h)
provisions which purport to establish that funds or other property are or will
be held by any party in trust for any other party; (i) indemnities against or
limitations of liability for intentional or gross fault, strict liability or
violations of securities laws; (j) waivers of claims, counterclaims, defenses
and damages not now known or in existence; (k) provisions which state that
enumerated remedies are not exclusive or that a party has the right to pursue
multiple remedies without regard to other remedies elected or that all remedies
are cumulative; (l) provisions which permit the exercise, under certain
circumstances, of rights without notice or without providing opportunity to cure
failures to perform; (m) agreements as to rights of set off otherwise than in
accordance with applicable law; (n) waivers of consequential damages; (o)
provisions which purport to make or would have the effect of making obligations
enforceable notwithstanding the invalidity or unenforceability of contracts or
the bad faith acts or omissions of the obligee; (p) provisions for the
reinstatement or revival of documents or the restoration of obligations
thereunder after judicial proceedings pertaining thereto are abandoned or
discontinued; (q) provisions which purport to make a judgment binding and
conclusive even if the principles of res judicata or collateral estoppel are not
met; (r) provisions which purport to establish evidentiary standards or the
conclusiveness or reasonableness of determinations, actions, or
evidence;  and (s) waivers of a letter of credit issuer’s duty to
dishonor a presentation that does not comply with the terms of the letter of
credit; and
  Without
limiting the generality of the foregoing, we express no opinion herein as to the
validity, performance, enforceability or lawfulness of the Loan Documents under
New York law.
  We do not express any
opinion as to the effect of noncompliance by any Credit Party with any federal,
state or local law, rule, regulation or ordinance.
  Wherever we have asserted
above that a matter is “to our knowledge,” or used the phrase “known to us,” our
knowledge is limited to the actual knowledge of those attorneys in our office
who have prepared or signed this Opinion or been actively involved in assisting
in advising the Borrower in connection with the execution and delivery of the
Loan Documents, without any independent investigation by any lawyer of this
firm.
  We
are members of the Bar of the State of Louisiana, and express no opinion as to
matters which may be governed by the laws of any jurisdiction other than
Louisiana and the federal laws of the United States of America.
  The
opinions contained herein are given only as of the date of this Opinion
letter.  This Opinion is based upon our professional knowledge and
judgment, and shall not be construed as a guaranty nor is it a warranty that a
court considering the matters discussed herein would not rule in a manner
contrary to the opinions expressed above.  No opinion is expressed as
to the effect of any future acts of the parties or changes in existing
law.  We undertake no responsibility and disclaim any obligation to
advise you or any other Person of any change after the date hereof in the law or
the facts presently in effect even though such change may alter the scope or
substance of the opinions herein expressed or affect the legal or factual
statements or assumptions herein.
  Cleco
Corporation Opinion of Counsel
  This
Opinion may be relied upon solely by the Credit Parties, and their respective
successors and assigns (but only as of the date hereof) in connection with the
transactions contemplated by the Loan Documents; provided, that we express no
opinion with respect to any issue arising out of or related to the identity or
status of any assignee or participant of any Credit Party. Other than as
provided in the preceding sentence, the opinions rendered herein may not be used
for any other purpose or relied upon by any other Person or used, circulated,
quoted or otherwise referred to without our express prior written consent;
provided, that this Opinion may be circulated to regulators of the Credit
Parties, to prospective assignees and participants of the Lenders and, if notice
is promptly provided to this firm, in connection with litigation involving any
of the transactions contemplated by the Loan Documents.
   Very truly
yours,
    Phelps Dunbar,
L.L.P.








Cleco
Corporation Opinion of Counsel




SCHEDULE
A
  The
      Bank of New YorkJPMorgan
      Chase Bank, N.A.WestLB
      AG, New York BranchKeyBank
      National AssociationUnion
      Bank of California, N.A.Calyon,
      New York BranchCoBank,
      ACBComerica
      BankSociete
      GeneraleBank
      Hapoalim B.M.Credit
      Suisse, Cayman Islands BranchGoldman
      Sachs Credit Partners L.P.Capital
      One, National AssociationWhitney
      National Bank




Cleco
Corporation Opinion of Counsel




EXHIBIT
A
  Material Debt
Instruments
  Cleco
Corporation:
 
 1)
              First
      Amended and Restated Credit Agreement with The Bank of New
      York,
 dated
      as of June 2, 2006
 
 2)
              Indenture,
      dated May 1, 2000, as supplemented and amended by the Supplemental
      Indenture No. 1 dated as of May 25, 2000 and the Supplemental Indenture
      No. 2 dated as of April 28, 2003
 
 3)
              $10,000,000.00
      promissory note with Hibernia National Bank (now known as Capital One,
      National Association), dated May 10,
2005
 
 Cleco Power
LLC:
 
 1)
              First
      Amended and Restated Credit Agreement with The Bank of New
      York,
 dated
      as of June 2, 2006
 
 2)
              Indenture
      of Mortgage, dated as of July 1, 1950, between Central Louisiana Electric
      Company, Inc. (now Cleco Power LLC) and The National Bank of Commerce in
      New Orleans (now J.P. Morgan Trust Company, N.A.), as Trustee, as amended
      by the First through Twenty-Ninth Supplemental
  Indentures
 
 3)
              Indenture,
      dated as of October 1, 1988, between Central Louisiana Electric Company,
      Inc. (now Cleco Power LLC) and Bankers Trust Company (now The Bank of New
      York), as Trustee, as amended by the First through Eighth Supplemental
      Indentures
 
 4)
              Insurance
      Agreement, dated as of February 8, 2002, between Cleco Power LLC and Ambac
      Assurance Corporation
 
 5)
              Insurance
      Agreement, dated as of May 9, 2002, between Cleco Power LLC and Ambac
      Assurance Corporation
 
 6)
              Refunding
      Agreement, dated as of July 1, 1999, between The Industrial Development
      Board of the Parish of Rapides, Inc. and Cleco Utility Group Inc. (now
      Cleco Power LLC), as amended by First Amendment dated as of December 1,
      2000
 
 7)
              Continuing
      Disclosure Agreement, dated September 2, 1999, between Cleco Utility Group
      Inc. (now Cleco Power LLC) and Bank One Trust Company, N.A. (now J.P.
      Morgan Trust Company, N.A.)
 
 8)
              Insurance
      Agreement, dated as of July 1, 1999, between Cleco Utility Group Inc. (now
      Cleco Power LLC) and Ambac Assurance
Corporation
 
 9)
              Refunding
      Agreement, dated as of July 1, 1999, between Parish of DeSoto, State of
      Louisiana and Cleco Utility Group Inc. (now Cleco Power LLC), as amended
      by First Amendment dated as of December 1,
2000
  Cleco
Corporation Opinion of Counsel
 
 10)
              Continuing
      Disclosure Agreement, dated September 2, 1999, between Cleco Utility Group
      Inc. (now Cleco Power LLC) and Bank One Trust Company, N.A. (now J.P.
      Morgan Trust Company, N.A.)
 
 11)
              Insurance
      Agreement, dated as of July 1, 1999, between Cleco Utility Group Inc. (now
      Cleco Power LLC) and Ambac Assurance
Corporation
 
 12)
              $10,000,000.00
      promissory note with Hibernia National Bank (now known as Capital One,
      National Association) dated May 10,
2005




Cleco
Corporation Opinion of Counsel




CLECO
CORPORATION EXHIBIT C
  FORM OF CREDIT
REQUEST
  
 [Date]
 
 The
Bank of New York, as Administrative Agent
 One
Wall Street, 18th
floor
 New
York, New York 10286
 Attention:
Sandra Morgan
 Agency
Function Administration
 
 The
Bank of New York, as Administrative Agent
 One
Wall Street, 19th
floor
 New
York, New York 10286
 Attention:
John-Paul Marotta,
 Managing
Director and Senior Client Executive
 
 Reference is made to the First Amended
and Restated Credit Agreement, dated as of June 2, 2006, by and among Cleco
Corporation (the “Borrower”), the
Lenders party thereto, JPMorgan Chase Bank, N.A. and WestLB AG, New York Branch,
as syndication agents thereunder, KeyBank National Association, Union Bank of
California, N.A., Calyon, New York Branch and CoBank, ACB, as documentation
agents thereunder, and The Bank of New York, as Administrative Agent (in such
capacity, the “Administrative
Agent”) (as the same may be amended, supplemented or otherwise modified
from time to time, the “Credit
Agreement”).  Capitalized terms used herein that are defined in
the Credit Agreement shall have the meanings therein defined.
  1.         Pursuant
to Section
2.3(a) of the Credit Agreement, the Borrower hereby gives notice of its
intention to borrow Borrowings in an aggregate principal amount of $_______ on
______ __, 200_, which Borrowing(s) shall consist of the following
Types:
  Type
      of Borrowing (ABR  or
      Eurodollar)
              Amount
              Interest
      Period for Eurodollar Advances
 
 2.  Pursuant
to Sections 2.8
and 5.2 of the
Credit Agreement, the Borrower hereby requests that the Issuing Bank [issue, amend, renew or
extend] Letter(s) of Credit on ______ __, 200_, in accordance with the
information annexed hereto (attach additional sheets if necessary).
  3.         The
Borrower hereby certifies that on the date hereof and on the Borrowing Date set
forth above, and after giving effect to the Loans and Letters of Credit
requested hereby, there exists and shall exist no Default and  each of
the representations and warranties contained in each Loan Document is and shall
be true and correct in all material respects, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties were true and correct at such earlier
date.
  Cleco
Corporation Credit Request
  4.           The
location and number of the Borrower’s account to which funds are to be disbursed
is as follows: [Insert Wire
Instructions]
  IN
WITNESS WHEREOF, the Borrower has caused this Credit Request to be executed by
its authorized signatory as of the date and year first written
above.
  
  CLECO
CORPORATION
  
 By:
 Name:
 Title:




-2-
 Cleco
Corporation Credit Request




CLECO
CORPORATION EXHIBIT D
  FORM OF
NOTE
  New
York, New York
 _____________,
2006
  FOR VALUE RECEIVED, the undersigned,
Cleco Corporation, a Louisiana corporation(the “Borrower”), hereby
promises to pay to the order of ________________ (the “Lender”) the unpaid
principal amount of the Loans made by the Lender to the Borrower, in the amounts
and at the times set forth in the First Amended and Restated Credit Agreement,
dated as of June 2, 2006, among the Borrower, the Lenders party thereto,
JPMorgan Chase Bank, N.A. and WestLB AG, New York Branch, as syndication agents
thereunder, KeyBank National Association, Union Bank of California, N.A.,
Calyon, New York Branch and CoBank, ACB, as documentation agents thereunder, and
The Bank of New York, as Administrative Agent (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
and to pay interest from the date hereof on the principal balance of such Loans
from time to time outstanding at the rate or rates and at the times set forth in
the Credit Agreement,  in each case at the office of the
Administrative Agent located at One Wall Street, New York, New York, or at such
other place as the Administrative Agent may specify from time to time, in lawful
money of the United States in immediately available funds.  Terms not
otherwise defined herein but defined in the Credit Agreement are used herein
with the same meanings.
  The Loans evidenced by this Note are
prepayable in the amounts, and under the circumstances, and their respective
maturities are subject to acceleration upon the terms, set forth in the Credit
Agreement.  This Note is subject to, and shall be construed in
accordance with, the provisions of the Credit Agreement and is entitled to the
benefits and security set forth in the Loan Documents.
  The Lender is hereby authorized to
record on the Schedule annexed hereto, and any continuation sheets which the
Lender may attach hereto, (i) the date of each Loan made by the Lender to the
Borrower, (ii) the Type and amount thereof, (iii) the interest rate (without
regard to the Applicable Margin) and Interest Period applicable to each
Eurodollar Loan and (iv) the date and amount of each conversion of, and each
payment or prepayment of the principal of, any such Loan.  The entries
made on such Schedule shall be prima facie evidence of the existence and amounts
of the obligations recorded thereon, provided that the failure to so record or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of the Credit
Agreement.
  Except as specifically otherwise
provided in the Credit Agreement, the Borrower hereby waives presentment,
demand, notice of dishonor, protest, notice of protest and all other demands,
protests and notices in connection with the execution, delivery, performance,
collection and enforcement of this Note.
  Whenever in this Note either party
hereto is referred to, such reference shall be deemed to include the successors
and assigns of such party.  The Borrower shall not have the right to
assign its rights or obligations hereunder or any interest herein (and any such
attempted assignment shall be void), except as expressly permitted by the Loan
Documents.  No failure or delay of the Lender in exercising any power
or right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or
power.  Neither this Note nor any provision hereof may be waived,
amended or modified, nor shall any departure therefrom be consented to, except
pursuant to a written agreement entered into between the Borrower and the Lender
with respect to which such waiver, amendment, modification or consent is to
apply, subject to any consent required in accordance with Section 10.2 of the
Credit Agreement.
  Cleco
Corporation Note
  [This
Note amends and restates in its entirety that certain promissory note, dated
April 25, 2005, executed by the Borrower in favor of the Lender (the “Old
Note”).  All amounts outstanding under the Old Note shall, on
and after the date hereof, be outstanding under this Note.]1
 THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
  All
communications and notices hereunder shall be in writing and given as provided
in Section 10.1
of the Credit Agreement.
  The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Note or the other Loan Documents, or for recognition or
enforcement of any judgment, and the Borrower hereby irrevocably and
unconditionally agrees that, to the extent permitted by applicable law, all
claims in respect of any such action or proceeding may be heard and determined
in such New York State court or, to the extent permitted by applicable law, in
such Federal court.  The Borrower, and by accepting this Note, the
Lender, agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in this Note shall
affect any right that the Lender may otherwise have to bring any action or
proceeding relating to this Note or the other Loan Documents against the
Borrower, or any of its property, in the courts of any
jurisdiction.
  The
Borrower, and by accepting this Note, the Lender, hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Note or the
other Loan Documents in any court referred to in the preceding paragraph hereof.
The Borrower, and by accepting this Note, the Lender, hereby irrevocably waives,
to the fullest extent permitted by applicable law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.
  The
Borrower, and by accepting this Note, the Lender, irrevocably consents to
service of process in the manner provided for notices herein.  Nothing
herein will affect the right of the Lender to serve process in any other manner
permitted by law.
  THE
BORROWER, AND BY ACCEPTING THIS NOTE, THE LENDER, EACH HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS NOTE.  THE BORROWER (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF THE LENDER HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT SUCH LENDER HAS BEEN
INDUCED TO ACCEPT THIS NOTE AND ENTER INTO THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY BY, AMONG OTHER THINGS, THE WAIVERS AND
  
 1This
paragraph is to be included in Notes issued on the Closing Date to a Continuing
Lender.
  -2-
 Cleco
Corporation Note
 CERTIFICATIONS
IN THIS PARAGRAPH.
  CLECO
CORPORATION
  
 By:
 Name:
 Title:
   -3-
 Cleco
Corporation Note
   SCHEDULE TO
NOTE
  Date
              Type of Loan
              Amount of Loan
              Amount of principal converted, paid or
      prepaid
              Interest Rate on Eurodollar
      Loans
              Interest Period for Eurodollar
      Loans
              Notation Made By




Cleco
Corporation Note






CLECO
CORPORATION EXHIBIT E
  FORM OF COMPLIANCE
CERTIFICATE
  I,
______________, do hereby certify that I am the __________ of Cleco Corporation
(the “Borrower”), and that,
as such, I am duly authorized to execute and deliver this Compliance Certificate
on the Borrower’s behalf pursuant to Section 6.1(c) of the First Amended and
Restated Credit Agreement, dated as of June 2, 2006, by and among the Borrower,
the Lenders party thereto, JPMorgan Chase Bank, N.A. and WestLB AG, New York
Branch, as syndication agents thereunder, KeyBank National Association, Union
Bank of California, N.A., Calyon, New York Branch and CoBank, ACB, as
documentation agents thereunder, and The Bank of New York as Administrative
Agent (as the same may be amended, supplemented or otherwise modified from time
to time, the “Credit
Agreement”).  Capitalized terms used herein which are not
defined herein shall have the meanings assigned to such terms in the Credit
Agreement.
  I
hereby certify that:
  1.           To
the best of my knowledge, all financial statements delivered herewith have been
prepared in accordance with GAAP.  There have been no changes in GAAP
pertinent to the Borrower or in the application thereof to Borrower and that
affects the computation of any financial covenant set forth in Section 6.11 of
the Credit Agreement, since the date of the audited financial statements
referred to in Section 4.4(a) of the Credit Agreement,[, except as follows:]1
 2.           There
existed no Default or Event of Default on the last day of the fiscal quarter
ended ____________, 200__, and there exists no Default or Event of Default as of
the date hereof [, except as
follows2]
  3.           Attached
are true and correct calculations demonstrating compliance with Section 6.11 of
the Credit Agreement as of the fiscal quarter ended _____________, 200__ (the
“Quarter”).
   IN
WITNESS WHEREOF, I have executed this Compliance Certificate on this ___ day of
________, 200_.
  
  
 1    Specify
each such change and the effect thereof on the financial statements accompanying
this Compliance Certificate as set forth in Section 1.4 of the Credit
Agreement.
 2   Specify
all such violations, conditions and events, the nature and status thereof and
any action taken or proposed to be taken with respect
thereto.
 
 Cleco
Corporation Compliance Certificate
 
 Section
6.11(a)
  Ratio of Total Indebtedness
to Total Capitalization3
  Sum
      of all Indebtedness
              $_____________________Section
      1.1
              Unamortized
      premium and discount (as such term is used in the Financial
      Statements)
              $_____________________Section
      1.2
              Total
      Indebtedness (Item 1 minus Item
      2)
              $_____________________Section
      1.3
              Preferred
      Equity Interests
              $_____________________Section
      1.4
              Deferred
      compensation relating to unallocated convertible preferred Equity
      Interests held by the Employee Stock Ownership Plan
              $_____________________Section
      1.5
              Net
      preferred Equity Interests (Item 5 minus Item 6)
              $_____________________Section
      1.6
              Common
      Equity Interests and any premium on capital stock thereon (as such term is
      used in the Financial Statements) excluded accumulated other comprehensive
      income or loss
              $_____________________Section
      1.7
              Retained
      earnings
              $_____________________Section
      1.8
              Sum
      of Items 3, 6, 7, and 8
              $_____________________Section
      1.9
              Treasury
      stock
              $_____________________Section
      1.10
              Total
      Capitalization (Item 9 minus Item 10)
              $_____________________Section
      1.11
              Ratio
      of Total Indebtedness to Total Capitalization (Item 3 divided by Item
      11)
              _.__:1.00Maximum
      permitted ratio
              0.65:1.00
 
 
 3Each
of the computations is based on the Borrower and its Subsidiaries determined on
a consolidated basis in accordance with GAAP.
 Cleco
Corporation Compliance Certificate
 Section
6.11(b)
  Interest Coverage
Ratio4
  Net
      income for the period of the four fiscal quarters ending on the last day
      of the Quarter (the “Period”)
              $_____________________Section
      1.12
              Interest
      Expense for the Period
              $_____________________Section
      1.13
              Provision
      for income taxes for the Period
              $_____________________Section
      1.14
              Aggregate
      amount attributable to depreciation and amortization for the
      Period
              $_____________________Section
      1.15
              Aggregate
      amount of items to the extent constituting extraordinary non-recurring or
      non-operating charges or expenses for the Period
              $_____________________Section
      1.16
              Sum
      of Items 2 through Item 5, in each case to the extent deducted in
      determining such net income
              $_____________________Section
      1.17
              Item
      1 plus Item 6
              $_____________________Section
      1.18
              Aggregate
      amount of extraordinary, and non-recurring and non-operating additions to
      income during the Period to the extent added in determining such net
      income for the Period
              $_____________________Section
      1.19
              EBITDA  (Item
      7 minus Item 8)
              $_____________________Section
      1.20
              Interest
      Coverage Ratio (Item 9:Item 2)
              _.__:1.00Minimum
      required ratio
              2.50:1.00
 
 
 4 Each
of the computations is based on the Borrower and its Subsidiaries determined on
a consolidated basis in accordance with GAAP.
 Cleco
Corporation Compliance Certificate
  CLECO
CORPORATION EXHIBIT F
  FORM OF INCREASE
SUPPLEMENT
  INCREASE
SUPPLEMENT, dated as of ________________, 200_ to the First Amended and Restated
Credit Agreement, dated as of June 2, 2006, by and among Cleco Corporation, a
Louisiana corporation (the “Borrower”), the
Lenders party thereto, JPMorgan Chase Bank, N.A. and WestLB AG, New York Branch,
as syndication agents thereunder, KeyBank National Association, Union Bank of
California, N.A., Calyon, New York Branch and CoBank, ACB, as documentation
agents thereunder, and The Bank of New York, as Administrative Agent (the
“Administrative Agent”) (as the same may be amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”).
Capitalized terms used herein that are defined in the Credit Agreement shall
have the meanings therein defined.
  1.           Pursuant
to Section
2.5(d) of the Credit Agreement, the Borrower hereby proposes to increase
(the “Increase”) the
aggregate Commitments from $________ to $________.
  2.           Each
of the following Lenders (each an “Increasing Lender”)
has been invited by the Borrower, and has agreed, subject to the terms hereof,
to increase its Commitment as follows:
  Name
      of Lender
                Commitment
                  (after
      giving effect to the Increase)$$
 
  3.           Each
of the following Persons (each a “Proposed Lender”) has
been invited by the Borrower, and has agreed, subject to the terms hereof, to
become a “Lender” under the Credit Agreement with a Commitment in the amount set
forth below:
  Name
      of Proposed Lender
                Commitment$$$
 
 4.           The
Borrower hereby represents and warrants to the Administrative Agent, each Lender
and each such Person that immediately before and after giving effect to the
Increase, no Default exists or would exist under the Loan
Documents.
  5.           Pursuant
to Section
2.5(d) of the Credit Agreement, by execution and delivery of this
Increase Supplement, together with the satisfaction of all of the requirements
set forth in clauses (i) through (v) of such Section 2.5(d) (the
date of such satisfaction being the “Increase Effective
Date”), (i) each of the Increasing Lenders shall have, on and as of the
Increase Effective Date of the Increase, a Commitment equal to the amount set
forth above next to its name, and (ii) each such Proposed Lender as of the
Increase Effective Date shall be deemed to be a “Lender” under, and as such term
is defined in, the Credit Agreement, and shall have a Commitment equal to the
amount set forth above next to its name.
  Cleco
Corporation Increase Supplement
   IN
WITNESS WHEREOF, the parties hereto have caused this Increase Supplement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
   CLECO
CORPORATION
  By:
 Name:
 Title:
   
   THE BANK OF NEW YORK,
as
 Administrative
Agent
  By:
 Name:
 Title:
   
   [INCREASING
LENDER]
  By:
 Name:
 Title:
 
   [PROPOSED
LENDER]
  By:
 Name:
 Title:




-2-
 Cleco
Corporation Increase Supplement




CLECO
CORPORATION EXHIBIT G
   APPROVED SUBORDINATION
TERMS
  Reference
is made to the First Amended and Restated Credit Agreement, dated as of June 2,
2006, by and among Cleco Corporation, as Borrower, the Lenders party thereto,
JPMorgan Chase Bank, N.A. and WestLB AG, New York Branch, as syndication agents
thereunder, KeyBank National Association, Union Bank of California, N.A.,
Calyon, New York Branch and CoBank, ACB, as documentation agents thereunder, and
The Bank of New York, as Administrative Agent (the “Credit
Agreement”).  Capitalized terms used herein and not defined
herein shall have the meanings assigned to such terms in the Credit
Agreement.  In the event that the subordination terms are in
connection with a guaranty, the term “Guarantor” shall be substituted for the
term “Borrower”.
  Following
are the subordination terms to be applicable to Indebtedness or Guarantees
permitted pursuant to Section 7.1(a) of the
Credit Agreement.
  DEFINITIONS
  “Insolvency Event”
means any event with respect to the Borrower described in Sections 8(h) or 8(i)
of the Credit Agreement.
  “Junior Creditors”
means any holder of, or obligee under or in respect of, any Junior
Obligations.
  “Junior Documents”
means (i) [Identify the
documents creating the subordinated Indebtedness or subordinated
Guarantees], (ii) each agreement, instrument or other document executed
or delivered in connection with the refinancing of any Junior Obligations, and
(iii) each agreement, instrument or other document executed or delivered in
connection with any of the foregoing.
  “Junior Obligations”
means all of the obligations and liabilities of the Borrower under the Junior
Documents, whether fixed, contingent, now existing or hereafter arising,
created, assumed or incurred, and including any obligation or liability in
respect of any breach of any representation or warranty and in respect of any
rights of repurchase, redemption or rescission.
  “Senior Agent” means
the Administrative Agent.
  “Senior Creditors”
means any holder of, or obligee under or in respect of, any Senior
Obligations.
  “Senior Documents”
means (i) the Credit Agreement, (ii) each agreement, instrument or other
document executed or delivered in connection with refinancing of Senior
Obligations, and (iii) each agreement, instrument or other document executed or
delivered in connection with any of the foregoing.
  “Senior Obligations”
means all of the obligations and liabilities of the Borrower under the Senior
Documents, whether fixed, contingent, now existing or hereafter arising,
created, assumed or incurred, and including (i) any obligation or liability in
respect of any breach of any representation or warranty and in respect of any
rights of redemption or rescission and (ii) all post-petition interest and
make-whole premiums, whether or not allowed as a secured claim or as an
unsecured claim in any proceeding, including any proceeding arising under Title
11 of the United States Code, arising in connection with an Insolvency
Event.
  Cleco
Corporation Approved Subordination Terms
 PAYMENT
PROVISIONS
  1.  Payment Defaults.No
payment of Junior Obligations may be made by the Borrower in the event that the
principal of, or interest on, or any other amount payable in respect of, the
Senior Obligations is not paid when due, whether at maturity or at a date fixed
for prepayment or by declaration or otherwise (a “Payment Default”),
unless and until such Payment Default has been cured or waived or otherwise has
ceased to exist.
  2.  Non-Payment Defaults.
No payment of Junior Obligations may be made by the Borrower in the event that
an Event of Default other than a Payment Default (a “Non-Payment Default”)
has occurred, and has not been cured or waived, provided that the
Senior Agentdelivers written notice
(a “Blockage
Notice”) to the Borrower and to the Junior Creditors directing the
Borrower not to make payment of the Junior
Obligations.  Notwithstanding the foregoing, unless (i) the Senior
Obligations have been declared due and payable in their entirety within 90 days
after the Blockage Notice is given as set forth above (the “Blockage Period”) and
(ii) such declaration has not been rescinded or waived upon expiration of the
Blockage Period, the Borrower will be required to pay to the Junior Creditors
all sums not paid to the Junior Creditors during the Blockage Period due to the
prohibitions of this paragraph (and upon the making of such payments any
acceleration of the Borrower’s obligations with regard to the Junior Obligations
which was declared during the Blockage Period because of the Borrower’s failure
to make payments due to the prohibitions in this paragraph will be of no further
force or effect) and to resume all other payments due under the Junior
Obligations as and when they are due.  Not more than one Blockage
Notice may be given in any consecutive 365 day period, irrespective of the
number of defaults with respect to Senior Obligations that may occur during such
period.  In no event may the number of days during which any Blockage
Period is, or Blockage Periods are, in effect exceed 180 days in the aggregate
during any consecutive 365 day period.
  3.  Insolvency Events.Upon any distribution of assets of the Borrower as a result of any
dissolution, winding up, liquidation or reorganization (including as a result of
an Insolvency Event), all Senior Obligations must be paid in full in cash before
any payment is made on account of the Junior Obligations.
  4.  Turn-Over.If the
Junior Creditors receive any payments in respect of the Junior Obligations which
they are not entitled to receive pursuant to the applicable subordination terms,
such payment must be delivered to the Senior Agent on behalf of the holders of
the Senior Obligations as their interests may appear.
  OTHER
PROVISIONS
  5.  Maturity.The
maturity of the Junior Obligations shall be at least one year after the Maturity
Date.
  6.  No Cross
Default.No Default under the Senior Obligations shall result
in a default under the Junior Obligations, except for a Payment Default on the
Maturity Date.  Cross acceleration is permitted.
  7.  Filing Claims.The
Senior Agent shall be irrevocably authorized to file any required proof of claim
if the Junior Creditors fail to do so in a timely manner.
  8.  Amendments.No
amendment to the subordination provisions is permitted without the consent of
the Senior Agent.
   -2-
 Cleco
Corporation Approved Subordination Terms
  CLECO
CORPORATION EXHIBIT H
  FORM OF DEPARTING LENDER
LETTER
  
 June 2,
2006
 
 TO
EACH OF THE LENDERS LISTED ON THE SCHEDULE ATTACHED HERETO
  Re:  Cleco
Corporation
  Reference is made to (i) the Credit
Agreement, dated as of April 25, 2005 (the “Credit Agreement”) by
and among Cleco Corporation (the “Borrower”), the
Lenders party thereto, JPMorgan Chase Bank, N.A. and WestLB AG, New York Branch,
as syndication agents thereunder, KeyBank National Association and Union Bank of
California, N.A., as documentation agents thereunder, and The Bank of New York,
as Administrative Agent (in such capacity, the “Administrative
Agent”) and (ii) the proposed amendment and restatement of the Credit
Agreement in its entirety (the “Proposed Amendment and
Restatement”).  Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement.
  Simultaneously with the effectiveness
of the Proposed Amendment and Restatement, each of the Lenders listed on the
Schedule attached hereto (each a “Departing Lender”)
shall exit the Credit Agreement and the other Loan Documents and shall no longer
have a Commitment or otherwise be a Lender (except with respect to those
obligations of the Loan Parties under each Loan Document that, by their express
terms, are intended to survive the termination of such Loan Document (the “Surviving
Obligations”)).
  Prior to or simultaneously with the
effectiveness of the Proposed Amendment and Restatement, the Administrative
Agent shall have received, for the account of each Departing Lender, an
aggregate amount equal to (i) the outstanding principal amount of the Loans of
such Departing Lender on the date hereof, plus (ii) all
interest thereon, all facility fees owing to such Departing Lender and all
letter of credit fees owing to such Departing Lender, in each case accrued to,
but excluding, the date hereof, which aggregate amount such Departing Lender
acknowledges is the sole amount owing to it under the Loan Documents (except for
(a) any loss, cost or expense attributable to the termination of the Interest
Periods in connection with the Proposed Amendment and Restatement, which the
Borrower agrees to pay in the manner and at the time required by Section 3.6 of the
Credit Agreement and (b) the Surviving Obligations, which the Borrower agrees to
pay in the manner and at the time required by the Loan Documents).
  Each Departing Lender agrees to return
its Note to the Borrower promptly following the effectiveness of the Proposed
Amendment and Restatement.
  This letter may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single agreement. Delivery of an executed counterpart of a
signature page of this letter by telecopy shall be effective as delivery of a
manually executed counterpart of this letter.
  This letter shall be construed in
accordance with and governed by the law of the State of New York.
  Cleco
Corporation Departing Lender Letter
 
 CLECO
CORPORATION
  
 By:
 Name:
 Title:
  
  THE BANK OF NEW YORK,
as Administrative Agent
  
 By:
 Name:
 Title:
  
  Consented
to and Agreed:
  MIZUHO
CORPORATE BANK, LTD.
  
 By:
 Name:
 Title:
  
   THE
BANK OF TOKYO-MITSUBISHI UFJ LTD.
  
 By:
 Name:
 Title:
  Cleco
Corporation Departing Lender Letter
 
  DEPARTING
LENDER LETTER SCHEDULE
   DEPARTING
LENDERS
  MIZUHO
CORPORATE BANK, LTD.
  THE
BANK OF TOKYO-MITSUBISHI UFJ LTD.
     Cleco Corporation
Departing Lender Letter