**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 Runner****Bryan
                Cave LLP**
              **1290
                Avenue of the Americas**
              **New
                York, New York 10104**










RSDOCS1\ 1320711 .1
 TABLE
              OF CONTENTS
 Page


**ARTICLE1.
                  DEFINITIONS**
              **1**SECTION
                  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
              23**ARTICLE2.
                  THE CREDITS**
              **23**SECTION
                  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
              31**ARTICLE3.
                  INTEREST, FEES, YIELD PROTECTION, ETC.**
              **33**SECTION
                  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
              40**ARTICLE4.
                  REPRESENTATIONS AND WARRANTIES**
              **40**SECTION
                  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.
              44**ARTICLE5.
                  CONDITIONS**
              **44**SECTION
                  5.1
              FIRST
                  RESTATEMENT EFFECTIVE DATE
              44SECTION
                  5.2
              EACH
                  CREDIT EVENT
              46**ARTICLE6.
                  AFFIRMATIVE COVENANTS**
              **47**SECTION
                  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
              51**ARTICLE7.
                  NEGATIVE COVENANTS**
              **51**SECTION
                  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
              58**ARTICLE8.
                  EVENTS OF DEFAULT**
              **58****ARTICLE9.
                  THE ADMINISTRATIVE AGENT**
              **60****ARTICLE10. MISCELLANEOUS**
              **62**SECTION
                  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
              70**SECTION
                  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,




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 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 .




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 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




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 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.




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 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.




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 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) .




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 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




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 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;




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 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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              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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              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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              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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              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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              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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              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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              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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              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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              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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              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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              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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              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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            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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(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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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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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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            Corporation First Amended and Restated Credit Agreement


(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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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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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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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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            Corporation First Amended and Restated Credit Agreement


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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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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 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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            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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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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            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 and****adversely 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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            Corporation First Amended and Restated Credit Agreement


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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            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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            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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            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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            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