EXHIBIT
10(j)(3)





EXECUTION
COPY





LOAN
      AGREEMENT
              
              dated
      as of February 19, 2010
              among
              
              CLECO
      CORPORATION,
              as
      Borrower
              
              The
      Lenders Party Hereto
              
              CREDIT
      AGRICOLE CORPORATE AND INVESTMENT BANK,
              as
      Syndication Agent
              
              and
              
              JPMORGAN
      CHASE BANK, N.A.,
              as
      Administrative Agent
              
              ___________________________
              
              J.P.
      MORGAN SECURITIES INC.,
              as
      Lead Arranger and Book Runner










TABLE OF
CONTENTS
  Page


ARTICLE 1. DEFINITIONS
              1Section 1.1
              Defined Terms
              1Section 1.2
              Classification of Loans and
      Borrowings
              21Section 1.3
              Terms Generally
              21Section 1.4
              Accounting Terms; GAAP
              21Section 1.5
              Rounding
              22ARTICLE 2. THE CREDITS
              22Section 2.1
              Commitments
              22Section 2.2
              Loans and Borrowings
              22Section 2.3
              Requests for Borrowings on the Effective
      Date.
              23Section 2.4
              Funding
      of Borrowings.
              23Section 2.5
              Termination of Commitments
              24Section 2.6
              Repayment of Loans; Evidence of
      Debt
              24Section 2.7
              Prepayment of Loans
              24Section 2.8
              [Intentionally Omitted]
              25Section 2.9
              Payments Generally; Pro Rata Treatment; Sharing of
      Set-offs
              25Section 2.10
              Defaulting Lenders
              26ARTICLE 3. INTEREST, FEES, YIELD PROTECTION,
      ETC.
              27Section 3.1
              Interest
              27Section 3.2
              Interest Elections Relating to
      Borrowings
              27Section 3.3
              Fees
              28Section 3.4
              Alternate Rate of Interest
              29Section 3.5
              Increased Costs; Illegality
              29Section 3.6
              Break Funding Payments
              30Section 3.7
              Taxes
              31Section 3.8
              Mitigation Obligations
              33ARTICLE 4. REPRESENTATIONS AND
      WARRANTIES
              33Section 4.1
              Organization; Powers
              33Section 4.2
              Authorization;
    Enforceability
              33Section 4.3
              Governmental Approvals; No
      Conflicts
              33Section 4.4
              Financial Condition; No Material Adverse
      Change
              34Section 4.5
              Properties
              34Section 4.6
              Litigation and Environmental
      Matters
              34Section 4.7
              Compliance with Laws and
      Agreements
              36Section 4.8
              Investment Company Status
              36Section 4.9
              Taxes
              36Section 4.10
              ERISA
              36Section 4.11
              Disclosure
              36Section 4.12
              Subsidiaries
              36Section 4.13
              Federal Reserve Regulations,
      etc.
              37ARTICLE 5. CONDITIONS
              37Section 5.1
              Effective Date
              37Section 5.2
              Each Credit Event
              38ARTICLE 6. AFFIRMATIVE
      COVENANTS
              39Section 6.1
              Financial Statements and Other
      Information
              39Section 6.2
              Notices of Material Events
              40


Cleco
Corporation Loan Agreement





TABLE OF
CONTENTS
  Page


Section 6.3
              Legal Existence
              41Section 6.4
              Taxes
              42Section 6.5
              Insurance
              42Section 6.6
              Payment of Indebtedness and Performance of
      Obligations
              42Section 6.7
              Condition of Property
              42Section 6.8
              Observance of Legal
      Requirements
              42Section 6.9
              Inspection of Property; Books and Records;
      Discussions
              42Section 6.10
              Licenses, Intellectual
    Property
              43Section 6.11
              Financial Covenants
              43Section 6.12
              Use of Proceeds
              43ARTICLE 7. NEGATIVE
    COVENANTS
              43Section 7.1
              Indebtedness; Equity
    Interests
              43Section 7.2
              Liens
              44Section 7.3
              Merger, Consolidation, Purchase or Sale of Assets,
      Etc.
              45Section 7.4
              Loans, Advances, Investments,
      etc.
              48Section 7.5
              Amendments, etc. of Employee Stock Ownership
      Plan
              48Section 7.6
              Restricted Payments
              49Section 7.7
              Transactions with
Affiliates
              49Section 7.8
              Restrictive Agreements
              49Section 7.9
              Permitted Hedge Agreements
              50ARTICLE 8. EVENTS OF
DEFAULT
              50ARTICLE 9. THE ADMINISTRATIVE
      AGENT
              52ARTICLE 10. MISCELLANEOUS
              54Section 10.1
              Notices
              54Section 10.2
              Waivers; Amendments
              55Section 10.3
              Expenses; Indemnity; Damage
      Waiver
              56Section 10.4
              Successors and Assigns
              57Section 10.5
              Survival
              60Section 10.6
              Counterparts; Integration;
      Effectiveness
              61Section 10.7
              Severability
              61Section 10.8
              Right of Set-off
              61Section 10.9
              Governing Law; Jurisdiction; Consent to Service of
      Process
              62Section 10.10
              WAIVER OF JURY TRIAL
              62Section 10.11
              Headings
              62Section 10.12
              Interest Rate Limitation
              62Section 10.13
              Advertisement
              63Section
      10.14
              USA Patriot Act
      Notice
              63Section 10.15
              Treatment of Certain
      Information
              63





(ii)
 Cleco
Corporation Loan 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 Initial Borrowing RequestExhibit
      D
            Form
      of NoteExhibit
      E
            Form
      of Compliance CertificateExhibit
      F
            Approved
      Subordination Terms







(iii)
 Cleco
Corporation Loan Agreement





LOAN
AGREEMENT, dated as of February 19, 2010, by and among CLECO CORPORATION, the
Lenders party hereto, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as
syndication agent hereunder, and JPMORGAN CHASE BANK, N.A., as Administrative
Agent for the Lenders hereunder.




The
parties hereto agree as follows:






ARTICLE
1.




DEFINITIONS







Section
1.1  Defined
Terms .
As used in this Loan 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 on the
Effective Date is fifty percent (50%) owned by Acadia Holdings.




“Acadia Facility”
means the gas-fired, combined-cycle electric generating facility located near
Eunice in Acadia Parish, Louisiana, owned on the Closing Date by Acadia Power,
which has two 2x1 gas-fired combined-cycle power blocks  that share common
equipment and facilities (collectively, the “Common
Facilities”).




“Acadia Transactions”
means a series of transactions whereby the Utility will acquire 100% ownership
of Power Block One and a 50% undivided ownership interest in the Common
Facilities as a capital contribution from the Borrower, as part of transactions
made possible by Borrower's purchase (through Acadia Holdings) of 50% of the
Equity Interests in Cajun for approximately $152,000,000.




“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 1/100of 1%) equal to (i) the
LIBO Rate for such Interest Period multiplied by (ii)
the Statutory Reserve Rate.




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




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






Cleco
Corporation Loan Agreement








“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 and the Syndication Agent.




“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate
in effect on such day, (ii) the Federal Funds Effective Rate in effect on such
day plus 1/2 of
1% and (iii) the LIBO Rate for a one month Interest Period on such day (or if
such day is not a Business Day, the immediately preceding Business Day) plus 1%. Any change
in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the LIBO Rate shall be effective from and including the
effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or the LIBO Rate, respectively.




“Applicable Margin”
means, during the periods in which the applicable Pricing Level set forth below
is in effect: (i) with respect to Eurodollar Borrowings, the percentage set
forth in the following table under the heading “Eurodollar Margin”, and (ii)
with respect to ABR Borrowings, the percentage set forth in the following table
under the heading “ABR Margin”:




Pricing Level
            Eurodollar Margin
            ABR MarginPricing
      Level I
            2.50%
            1.50%Pricing
      Level II
            2.75%
            1.75%Pricing
      Level III
            3.25%
            2.25%





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 between
Pricing Level I and Pricing Level II, then the Applicable Margin shall be
determined using Pricing Level I, and (ii) in the event of a split in the Senior
Debt Rating from S&P and Moody’s between Pricing Level II and Pricing Level
III or Pricing Level I and Pricing Level III, then the Applicable Margin shall
be determined using Pricing Level III.




“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 percentage obtained by dividing such Lender’s outstanding Loans by the
aggregate outstanding principal amount of all Loans at such time.




“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
F.




-2-
 Cleco
Corporation Loan Agreement






“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.




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




“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.




“Cajun” means Cajun
Gas Energy LLC, a Delaware limited liability company.




“Cajun Transaction”
means the transaction whereby, immediately after the closing of the ELL
Transaction, Acadia Holdings and an investor group previously identified to the
Administrative Agent and the Lenders will (i) cause Acadia Power to distribute
to Cajun the purchase price paid to Acadia Power in the ELL Transaction, and
(ii) cause Cajun to distribute to Acadia Holdings an amount of such purchase
price equal to its pro rata ownership interest in Cajun, plus 100% of the
membership interest in Acadia Power in exchange for the complete redemption by
Cajun of Acadia Holding’s ownership of its 50% membership interest in
Cajun.




“Cajun Transaction
Date  means the date on which the Cajun Transaction is
consummated (immediately following the consummation of the ELL
Transaction).




“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.




-3-
 Cleco
Corporation Loan Agreement






“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.  The
consummation of the Acadia Transactions will not constitute a Change in Control
solely as a result of the Borrower’s failure 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 as a result of the
distribution by Acadia Power, in connection with the Acadia Transactions, of its
Equity Interests in Power Block 1, LLC to Acadia Holdings in exchange for the
complete redemption by Acadia Power of Acadia Holdings’ Equity Interests in
Acadia Power so long as substantially contemporaneously, and on the same date,
Acadia Holdings becomes the owner of 50% of the Equity Interests in Cajun; provided that the
Lenders agree that on and after the Cajun Transaction Date, the failure of
Acadia Holdings to be the owner of 50% of the Equity Interests in Cajun shall
not be deemed to be a Change in Control.




“Change in Law” means
(i) the adoption of any law, rule or regulation after the Closing Date, (ii) any
change in any law, rule or regulation or in the interpretation or application
thereof by any Governmental Authority after the Closing 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 Closing
Date.




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




“Closing Date” means
February 19, 2010.




“Code” means the
Internal Revenue Code of 1986.




“Commitment” means,
with respect to each Lender, the commitment of such Lender to make Loans on the
Effective Date in an aggregate outstanding amount not exceeding the amount of
such Lender’s Commitment as set forth on Schedule 2.1 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.  The initial aggregate amount of the Commitments on the
Closing Date is $150,000,000.




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




-4-
 Cleco
Corporation Loan Agreement






“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 aggregate outstanding
principal amount of such Lender’s Loans at such time.




“Credit Parties” means
the Administrative Agent and the Lenders.




“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.




“Defaulting Lender”
means any Lender, as determined by the Administrative Agent, that has (a) failed
to fund any portion of its Loans within three Business Days of the date required
to be funded by it hereunder, unless the subject of a good faith dispute, (b)
notified the Borrower, the Administrative Agent or any Lender in writing that it
does not intend to comply with any of its funding obligations under this Loan
Agreement or has made a public statement to the effect that it does not intend
to comply with its funding obligations under this Loan Agreement or under other
agreements in which it commits to extend credit, (c) failed, within three
Business Days after request by the Administrative Agent, to confirm that it will
comply with the terms of this Loan Agreement relating to its obligations to fund
prospective Loans, unless the subject of a good faith dispute, (d) otherwise
failed to pay over to the Administrative Agent or any other Lender any other
amount required to be paid by it hereunder within three Business Days of the
date when due, unless the subject of a good faith dispute, or (e) (i) become or
is insolvent or has a parent company that has become or is insolvent or (ii)
become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its
business or custodian, appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment or has a parent company that has become the subject of
a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or custodian
appointed for it, or has taken any action in furtherance of, or indicating its
consent to, approval of or acquiescence in any such proceeding or
appointment.




“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 Loan 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 Loan 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.




“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.




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




“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.




“ELL” means Entergy
Louisiana, LLC, a Texas limited liability company.




“ELL Transaction”
means the transaction whereby Acadia Power has agreed to sell Power Block Two
and a 50% undivided ownership interest in the Common Facilities to
ELL.




“ELL Transaction Date”
means the date on which the ELL Transaction is consummated.




“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.




-6-
 Cleco
Corporation Loan Agreement




“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, 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.






-7-
 Cleco
Corporation Loan Agreement





“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.




“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.




“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 Indebtedness or other obligation of any
other Person (the “primary obligor”) in
any manner, whether





-8-
 Cleco
Corporation Loan Agreement








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.




“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 (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





-9-
 Cleco
Corporation Loan Agreement





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.




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




“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 Affiliate Policies of Cleco Corporation dated
effective December 18, 2000, as last updated September 12, 2006, and the
Affiliate Procedures of Cleco Corporation dated effective December 21,
2009.




“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.




“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.





-10-
 Cleco
Corporation Loan Agreement





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.




“Investment Fund”
means USB NMTC Fund 2008-1 LLC, a Delaware limited liability company and a
direct Subsidiary.




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




“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, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.




“LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, the rate
appearing on the Reuters Screen LIBOR01 Page (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 Reuters
Screen LIBOR01 Page (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 JPMCB to the
Administrative Agent, quoted by JPMCB to leading banks in the interbank
eurodollar market as the rate at which JPMCB is offering Dollar deposits in an
amount equal approximately to the Eurodollar Loan of JPMCB to which such
Interest Period shall apply for a period





-11-
 Cleco
Corporation Loan Agreement








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 Loan Agreement and the Notes.




“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.




“Material Obligations”
means, collectively, as of any date, (i) the Indebtedness under the Revolving
Credit Agreement and (ii) other 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
February 19, 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.




-12-
 Cleco
Corporation Loan Agreement




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




“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 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.




“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).




“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 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,





-13-
 Cleco
Corporation Loan Agreement





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, 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




(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;




-14-
 Cleco
Corporation Loan Agreement




(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;




(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 Closing
Date shall not exceed $1,000,000 during the entire term of this Loan
Agreement.




“Perryville Partners”
means Perryville Energy Partners, L.L.C., a Delaware limited liability company
and a direct wholly-owned Subsidiary.




“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.






-15-
 Cleco
Corporation Loan Agreement




“Power Block One”
means the power block at the Acadia Facility being transferred to the Utility in
the Acadia Transactions.




“Power Block Two”
means the power block at the Acadia Facility being sold to ELL in the ELL
Transaction.




“Pricing Level” means
Pricing Level I, Pricing Level II or Pricing Level III, 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 Baa3 or higher by Moody’s
and (iii) Pricing Level I does not apply.




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




“Prime Rate” means the
rate of interest per annum publicly announced from time to time by JPMCB 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 JPMCB 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





-16-
 Cleco
Corporation Loan Agreement





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 Lenders”
means, at any time, Lenders having outstanding Loans representing at least 51%
of the aggregate outstanding principal amount of all Loans at such
time.




“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.




“Revolving Credit
Agreement” means the First Amended and Restated Credit Agreement, dated
as of June 2, 2006, by and among the Borrower, the lenders party thereto and The
Bank of New York, as administrative agent, as amended, restated, supplemented,
or otherwise modified from time to time.




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




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




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




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




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






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 Cleco
Corporation Loan Agreement




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




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




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




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




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




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




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




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




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 Cleco
Corporation Loan 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 Agent”
means Credit Agricole Corporate and Investment Bank in its capacity as
syndication agent for the Lenders hereunder.




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




“Tax on the Overall Net
Income” means, as to any Person, a Tax imposed by the jurisdiction in
which that Person’s principal office (and/or, in the case of a Lender, its
lending office in the United States of America designated in its Administrative
Questionnaire or such other office as such Lender may designate in writing to
the Administrative Agent and the Borrower) is located, or by any political
subdivision or taxing authority thereof, or in which that Person is deemed to be
doing business, on all or part of the net income, profits or gains of that
Person (whether worldwide, or only insofar as such income, profits or gains are
considered to arise in or to relate to a particular jurisdiction, or
otherwise).




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





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 Cleco
Corporation Loan Agreement





comprehensive
income or loss, plus (c) retained earnings, plus (d) Total Indebtedness, and
(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 (iii) the
use of the proceeds of the Loans.




“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.




“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) Perryville Partners, (iv) Attala Transmission, (v) Investment Fund, (vi)
Innovations, (vii) prior to the ELL Transaction Date and notwithstanding the
fact that Acadia Holdings’ equity interest in Acadia Power is not in excess of
50%, Acadia Power, (viii) prior to the Cajun Transaction Date and only during
the period which Acadia Holdings owns any Equity Interests in Cajun, Cajun, (ix)
each of their respective subsidiaries and (x) 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 and The
Bank of New York, as administrative agent thereunder, as amended, restated,
supplemented, or otherwise modified from time to time.




“Utility Loan
Agreement” means the Loan Agreement, dated as of August 19, 2009, by and
among the Utility, the lenders party thereto and JPMCB, as administrative agent
thereunder, as amended, restated, supplemented, or otherwise modified from time
to time.




“Utility Financial
Statements” has the meaning assigned to such term in Section4.4(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.




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 Cleco
Corporation Loan Agreement




“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.




“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.




“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 Loan 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 Loan 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 Loan 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 Loan 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
Loan 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 Loan Agreement shall be consistent with the Borrower’s financial
statements required to be delivered





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 Cleco
Corporation Loan Agreement





hereunder.  Notwithstanding
any other provision contained herein, all terms of an accounting or financial
nature used herein shall be construed, and all computations of amounts and
ratios referred to herein shall be made, without giving effect to any election
under Accounting Standards Codification 825-10-25 (previously referred to as
Statement of Financial Accounting Standards 159) (or any other Accounting
Standards Codification or Financial Accounting Standard having a similar result
or effect) to value any Indebtedness or other liabilities of the Borrower or any
of its Subsidiaries at “fair value”, as defined therein.




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 .  Subject
to the terms and conditions hereof, each Lender agrees to make Loans to the
Borrower in dollars on the Effective Date in an aggregate principal amount that
will not result in the principal amount of such Lender’s Loans exceeding such
Lender’s Commitment.  No amount of the Loans may be reborrowed after
repayment.




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 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 Loan 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.  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 Loan Agreement, the Borrower shall not be entitled
to request any Loans other than the initial Loans on the Effective Date and
shall not be entitled to elect to convert or continue any Borrowing if the
Interest Period requested with respect thereto would end after the Maturity
Date.




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 Cleco
Corporation Loan Agreement




Section
2.3  Requests for
Borrowingson
the Effective Date.




(a)  The
Borrower shall deliver the Initial Borrowing 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 Initial Borrowing 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 Effective Date (with customary indemnities
and other provisions acceptable to the Administrative Agent in the event such
Borrowing shall not occur on the Effective Date) or (ii) in the case of an ABR
Borrowing, not later than 11:30 a.m., New York City time, on the Effective Date.
The Initial Borrowing Request (including 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 the Initial Borrowing Request in accordance with
this Section, the 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 the Loan to be made by it hereunder on the Effective Date 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 Initial Borrowing Request.




(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) and
may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the





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 Cleco
Corporation Loan Agreement





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 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 of
Commitments .  The
Commitments shall terminate on the Effective Date upon the funding of the Loans
in accordance with Section
5.1.




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 Loan
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)  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





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 Cleco
Corporation Loan Agreement





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.  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 be in an integral multiple of $1,000,000 and not less than $5,000,000 (or,
if the outstanding principal balance of the Loans is less than such minimum
amount, then such lesser outstanding principal balance, as the case may
be).  Each prepayment of a Borrowing pursuant to Section 2.7(a) shall
be applied to prepay the Loans ratably in accordance with the then outstanding
amounts thereof.  Prepayments shall be accompanied by (i) accrued
interest to the extent required by Section 3.1 and (ii)
break funding payments pursuant to Section
3.6.




Section
2.8  [Intentionally
Omitted] .




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, 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 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 10 South Dearborn, Chicago, Illinois, or
such other office as to which the Administrative Agent may notify the other
parties hereto, 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 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, 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 then
due hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal of Loans 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 resulting in





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 Cleco
Corporation Loan Agreement





such
Lender receiving payment of a greater proportion of the aggregate amount of its
Loans 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 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, 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 Loan Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans 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 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), 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 Section until all such
unsatisfied obligations are fully paid.




Section
2.10  Defaulting
Lenders .  Notwithstanding
any provision of this Loan Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the Commitment and Credit Exposure of such Defaulting
Lender shall not be included in determining whether all Lenders or the Required
Lenders have taken or may take any action hereunder (including any consent to
any amendment or waiver pursuant to Section 10.2), provided that any
waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender which affects such Defaulting Lender differently than other
affected Lenders shall require the consent of such Defaulting Lender; provided further, however,
that no such waiver, amendment or modification shall increase such Defaulting
Lender’s Commitment or reduce the principal amount of any Loan owing to such
Defaulting Lender or postpone the date of payment at stated maturity of any Loan
owing to such Defaulting Lender without the written consent of such Defaulting
Lender.




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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 plus the Applicable Margin. 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 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.




(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 Initial Borrowing
Request and, in the case of a Eurodollar Borrowing, shall have an initial
Interest Period as specified in the Initial Borrowing 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.




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(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 the Initial Borrowing 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.




(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 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.




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(b)  All
fees and other amounts payable hereunder shall be paid on the dates due, in
dollars and 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 the Initial Borrowing 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 Loan Agreement, any Eurodollar Loans made by such Credit
Party;




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 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, 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 Loan Agreement or the Loans made 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





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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 Loan Agreement, if, after the Closing 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.




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








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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(b) 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:




(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,


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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 Closing 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 Closing Date shall deliver to the Borrower (with a copy to the
Administrative Agent), on or prior to the 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 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 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





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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 Section3.5, Section 3.6 or Section 3.7, or (ii)
any Lender becomes a Defaulting Lender, 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) 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 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 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





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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 (including the Revolving Credit Agreement), 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, 2008, 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,
2008, December 31, 2007 and December 31, 2006 (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, 2008,
December 31, 2007 and December 31, 2006 (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, 2008, 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 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





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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 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.




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(c)  Since
the Closing 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 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 $75,000,000 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
$75,000,000 the fair market value of the assets of all such underfunded
Plans.




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





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Corporation Loan Agreement





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 Closing 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 Closing 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, 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 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  Effective
Date .
The obligations of the Lenders to make Loans hereunder shall not become
effective until the date (the “Effective Date”) on
which each of the following conditions is satisfied (or waived in accordance
with Section
10.2):




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




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(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) the articles of incorporation of the Borrower, certified as of a
recent date by the Secretary of State of the jurisdiction of its incorporation
and (y) certificates of good standing (or comparable certificates) for the
Borrower, certified as of a recent date prior to the 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
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)  Fees and Expenses.
The Administrative Agent and the Lenders and their respective Affiliates shall
have received all fees and other amounts due and payable on or prior to the
Effective Date in connection with this Loan Agreement, including, to the extent
invoiced, reimbursement or payment of all out of pocket expenses required to be
reimbursed or paid by the Borrower.




(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 Effective Date, to the effect that since December 31, 2008, 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, certifying that the copies of the Employee Stock Ownership
Plan and the Inter-Affiliate Policies Agreement attached thereto are accurate
and complete.




The
Administrative Agent shall notify each of the Borrower and the Credit Parties of
the Effective Date, and each such notice shall be conclusive and
binding.  Notwithstanding the foregoing, the obligations of the
Lenders to make Loans 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 February 26, 2010 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).




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Section
5.2  Each Credit
Event .
The obligation of each Lender to make a Loan on the occasion of any Borrowing
(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.




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




Each
Borrowing 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, 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 (commencing with the fiscal year ending December 31, 2009), (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;




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Corporation Loan Agreement




(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 (commencing with the fiscal
quarter ending March 31, 2010), (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 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





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Corporation Loan Agreement





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 LPSC and 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




(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.




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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
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,





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Corporation Loan Agreement





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
6.9  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 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 InterestCoverage 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 will be used for general corporate purposes of the
Borrower and its Subsidiaries in the ordinary course of business.






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, the Borrower covenants and agrees with
the Credit Parties that:




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




(a)  Indebtedness
under the Loan Documents;




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Corporation Loan Agreement




(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;




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




(e)  Indebtedness
of the Borrower to Investment Fund; and




(f)  other
Indebtedness (including Indebtedness of the Borrower to any Subsidiary but, for
the avoidance of doubt, excluding Indebtedness of the Borrower to Investment
Fund as permitted in Section 7.1(e)) 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 Closing 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 Closing 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,





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 Cleco
Corporation Loan Agreement





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, 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(f), 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 and the Utility Loan Agreement, in each case as in
effect on the Closing 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





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 Cleco
Corporation Loan Agreement





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 Equity Interests 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;




(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





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Corporation Loan Agreement





(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.




(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, the Utility Loan 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;




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Corporation Loan Agreement





(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 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; provided that any
investment by the Borrower in Investment Fund shall not be included in any
determination made pursuant to this clause (iv); 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
Closing 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 (provided that (i)
any  investment by the Borrower in the membership interests of
Investment Fund (so long as the aggregate amount of such investments does not
exceed $216,665,452) and (ii) the capital





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Corporation Loan Agreement





contribution
in cash by the Borrower in Acadia Holdings made in connection with the Acadia
Transactions (so long as the aggregate amount of such capital contribution does
not exceed $153,000,000), in each case shall not be included in any
determination made pursuant to this clause (vii)(A)), 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 anaggregate 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 amendment, modification or waiver
could, in the reasonable opinion of the Administrative Agent, materially
andadversely
affect the interests of the Lenders under the Loan Documents.




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




Section
7.7  Transactions with
Affiliates .
The Borrower shall not, and shall not permit any of the Restricted Subsidiaries
to, sell, transfer, lease or otherwise dispose of (including pursuant to a
merger) any property or assets to, or purchase, lease or otherwise acquire
(including pursuant to a merger) any property or assets from, or otherwise
engage in any other transactions with, any of its affiliates, except in the
ordinary course of business at prices and on terms and conditions not less
favorable to the Borrower or such Restricted Subsidiary, as the case may be,
than could be obtained on an arms length basis from unrelated third parties,
provided that
this Section shall not apply to (i) any transaction that is permitted under
Section 7.1,
7.3, 7.4 or 7.6 between or among
the Borrower and the Restricted Subsidiaries and not involving any other
affiliate, (ii) the Storm Recovery Program provided that the conditions set
forth in Section
7.3(e) have been satisfied, and (iii) any transaction that is covered by
the Inter-Affiliate Policies Agreement as in effect on the Closing Date





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Corporation Loan Agreement





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 Loan Agreement, (b) the foregoing shall not apply to
prohibitions, restrictions and conditions existing on the Closing 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 Loan 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 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 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





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Corporation Loan Agreement





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 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;




(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





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Corporation Loan Agreement




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;




(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;




(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;




(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; or




(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 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 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.




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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 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.




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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 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 Loan 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 Loan Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent or a Lender
hereunder.




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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, to it at 10 South Dearborn, 9th
Floor, Mail Code IL1-0090, Chicago, Illinois 60603, Attention of: Helen Davis
(Telephone No. (312) 732-1759; Facsimile No. (312) 732-1762;
helen.d.davis@jpmorgan.com), with a copy to 10 South Dearborn, 9th
Floor, Mail Code IL1-0090, Chicago, Illinois 60603, Attention of: Lisa Tverdek
(Telephone No. (312) 325-3150; Facsimile No. (312) 325-3238;
lisa.tverdek@jpmorgan.com); 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





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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 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, (ii) reduce the principal amount of any Loan, 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, 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),
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 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 hereunder without the prior written consent of the
Administrative Agent.




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





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transactions
contemplated thereby shall be consummated) and (ii) 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, including all
such reasonable out-of-pocket costs and expenses incurred during any workout,
restructuring or negotiations in respect of such Loans.




(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) 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 the use of the
proceeds thereof, (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 under paragraph (a)
or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent 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 the denominator of
which is the sum of the unused Commitments plus the outstanding
principal balance of all Loans at such time (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 or outstanding
Loans at such time, as of the last time at which any Lender had any unused
Commitments or outstanding Loans), 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 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 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.


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Section
10.4  Successors and
Assigns




(a)  Successors and Assigns
Generally.  The provisions of this Loan 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 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 Loan 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 Loan
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 Loan
Agreement (including all or a portion of its Commitments and the Loans 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 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 Loan 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; and




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(B)  the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments to a Person that is not a
Lender, an Affiliate of such Lender or an Approved Fund with respect to such
Lender.




(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
Loan Agreement and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Loan
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 Loan Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Loan 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 Loan Agreement that does not comply with this paragraph
shall be treated for purposes of this Loan 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 Loan 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 Loan
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 Loan 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 Loan Agreement.




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Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Loan
Agreement and to approve any amendment, modification or waiver of any provision
of this Loan Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver with
respect to the following: described in the first proviso in Section 10.1(b)
that directly affects such Participant. Subject to paragraph (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Section 3.5,
3.6 and 3.7 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section.  To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 10.8as though it were a
Lender, provided such Participant agrees to be subject to Section 2.10(c)
as though it were a Lender.




(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 Loan 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 Loan
Agreement, providedthat (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 Loan Agreement and otherwise, provided that (x) its
voting rights under this Loan 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 Loan 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 Loan Agreement for
which a Lender would otherwise be liable for so long as, and to the extent, the
Granting Lender





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 Cleco
Corporation Loan Agreement





provides
such indemnity or makes such payment.  Notwithstanding anything to the
contrary contained in this Loan 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 Loan 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, 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 fee or any
other amount payable under the Loan Documents is outstanding and unpaid 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
termination of the Commitments or the termination of this Loan Agreement or any
provision hereof.




Section
10.6  Counterparts; Integration;
Effectiveness .
This Loan 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
Loan 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 Loan Agreement shall become effective as of the date set forth
in the preamble to this Loan 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 Loan Agreement by facsimile transmission shall
be effective as delivery of a manually executed counterpart of this Loan
Agreement.




Section
10.7  Severability .
In the event any one or more of the provisions contained in this Loan 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).  The parties shall endeavor in good faith negotiations
to replace the invalid, illegal or





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 Cleco
Corporation Loan Agreement





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 Loan 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
Loan 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 Loan 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 Loan 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 Loan 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 Loan 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 Loan Agreement will affect the right of any party
to this Loan Agreement to serve process in any other manner permitted by
law.




-62-
 Cleco
Corporation Loan 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 LOAN 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 LOAN 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 Loan Agreement and shall not
affect the construction of, or be taken into consideration in interpreting, this
Loan Agreement.




Section
10.12  Interest Rate
Limitation .
Notwithstanding anything herein to the contrary, if at any time the interest
rate applicable to any Loan, 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 in accordance with applicable law, the rate of
interest payable in respect of such Loan 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 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 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 JPMCB to publish the name of the Borrower and the
amount of the financing evidenced hereby in any “tombstone” or comparable
advertisement which JPMCB elects to publish.  In addition, the
Borrower agrees that JPMCB may provide lending industry trade organizations with
information necessary and customary for inclusion in league table measurements
after the 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 Loan Agreement which (i) is clearly identified by
such Person as being confidential at the time the same is delivered to such
Credit Party or (ii) constitutes any financial





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 Cleco
Corporation Loan Agreement





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 Loan 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.




[Signature
pages follow]















-64-
 Cleco
Corporation Loan Agreement





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






CLECO
CORPORATION




By:           /s/  Darren J.
Olagues


Name:      Darren
J. Olagues


Title:         Senior
Vice President and Chief Financial


Officer

















Cleco
Corporation Loan Agreement







JPMORGAN
CHASE BANK, N.A., individually as


a
Lender and as Administrative Agent






By:           /s/  Helen D.
Davis


Name:      Helen
D. Davis


Title:         Vice
President












Cleco
Corporation Loan Agreement







CREDIT
AGRICOLE CORPORATE AND


INVESTMENT
BANK,


Individually
as a Lender and as Syndication Agent






By:           /s/  Dixon
Schultz


Name:      Dixon
Schultz


Title:        
Director
















By:           /s/  Michael
Willis


Name:      Michael
Willis


Title:         Managing
Director










Cleco
Corporation Loan Agreement





BANK
OF AMERICA, N.A.


as
a Lender






By:           /s/  Jacob
Dowden


Name:      Jacob
Dowden


Title:         Vice
President











Cleco
Corporation Loan Agreement





CAPITAL
ONE, N.A.


as
a Lender






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


Name:      Kermit
W. Pharris, Jr.


Title:         Vice
President











Cleco
Corporation Loan Agreement





CLECO
CORPORATION SCHEDULE 2.1





LIST OF
COMMITMENTS









Lender
            
            CommitmentJPMorgan
      Chase Bank, N.A.
            
            $
            45,000,000Credit
      Agricole Corporate and Investment Bank
            
            $
            40,000,000Bank
      of America, N.A.
            
            $
            35,000,000Capital
      One, N.A.
            
            $
            30,000,000Total:
            
            $
            150,000,000.00


















CLECO
CORPORATION CREDIT AGREEMENT


SCHEDULE
4.6





DISCLOSED
MATTERS





Litigation and Regulatory
Matters




None.







Environmental
Matters




CAIR:




On
March 10, 2005, CAIR was finalized by the EPA.  CAIR covered the
District of Columbia and 28 eastern states, including Louisiana, and provides a
federal framework requiring states to reduce emissions of SO2 and
NOx.  CAIR
called for NOx reductions
to begin in the year 2009 and SO2 reductions
in 2010.  Louisiana promulgated state regulations to incorporate these
requirements.  The Louisiana Department of Environmental Quality (the
“LDEQ”) chose to remain under the Federal Implementation Plan (FIP) for
compliance with CAIR SO2
provisions.  It also proposed to follow the FIP for the Annual NOx and Ozone
Season NOx trading
programs with the exception of the NOx allowance
allocation methodology.  This rule has been heavily litigated by
multiple parties in the case known as North Carolina vs. EPA.  On July
11, 2008, the U.S. Court of Appeals for the D.C. Circuit vacated
CAIR.  On September 24, 2008, the EPA, industry groups and
environmental groups filed petitions with the D.C. Circuit Court, requesting a
rehearing of North Carolina vs. EPA.  On December 23, 2008, the U.S.
Court of Appeals for the D.C. Circuit ruled on these petitions filed by the EPA
and industry intervenors.  The Court granted the EPA’s petition to the
extent that the case be remanded without vacature for the agency to conduct
further proceedings consistent with the Court’s opinion in the case, and denied
the remaining petitions.  The Court determined that, notwithstanding
the flaws of CAIR, remanding it without vacature was preferable in that it
preserved the environmental benefits of the rule.  As a result, CAIR
went into effect in its entirety on January 1, 2009 and will remain in effect
until the EPA re-writes the rule to address the flaws identified by the Court in
the initial CAIR rule.  The EPA does not have a specified timeframe to
complete the new rule; however, Borrower expects it to take from one to two
years to complete.




At
this time, Borrower cannot determine what the new rule requirements will
entail.  Borrower had previously evaluated potential compliance
strategies to meet the emission reductions contemplated by the CAIR
regulations.  The installation of new low NOx burners
and enhancements to the SO2 scrubber
at Dolet Hills were expected to be an integral part of meeting the CAIR NOx and
SO2
reduction provisions.  Likewise, the installation of the new low
NOx
burners at Rodemacher Unit 2 in 2008 will help meet CAIR NOx reduction
requirements.  Borrower will rely on its previous compliance strategy
to meet the CAIR requirements and also may include additional emission controls,
purchase of allowances, or fuel changes to enhance its compliance.




Borrower
will monitor the development of these new regulatory requirements and their
potential impacts to Borrower.  While it is unknown at this time what
the final outcome of these regulations will be, any capital and operating costs
of additional pollution control equipment that may be required could materially
adversely affect future results of operations, cash flows, and possibly
financial condition, unless such costs could be recovered through regulated
rates or future market prices for energy.











NAAQS /
Ozone:




On
March 12, 2008, the EPA set new National Ambient Air Quality Standards (NAAQS)
for Ozone; the new primary 8-hour ozone standard is set at 0.075 parts per
million (ppm) and the new secondary standard at a form and level identical to
the primary standard.  The previous primary and secondary standards
were each effectively set at 0.084 ppm.  The previous standard was set
in 1997 and Louisiana had five parishes in the Baton Rouge area that had not yet
attained compliance with the standards.  The LDEQ estimates that 21
additional parishes could be in violation of the new standard, including DeSoto
Parish, the location of Borrower’s Dolet Hills Power
Station.  Borrower cannot determine at this time whether DeSoto Parish
will ultimately be listed as non-attainment because much work must be done by
the LDEQ to make those non-attainment designations.  The state must
make the initial designations by June 2009, final designations by 2010 and by
2012-2013 promulgate regulations on how Louisiana will comply.  Since
NOx
emissions are a precursor to ozone formation, existing fossil fuel fired units
located in or near these newly designated ozone non-attainment areas that do not
currently utilize best available control technology could be targeted for
installation of additional NOx emission
controls.




EPA - NSR / NSPS Information
Requests:




In
February 2005, Utility received notices from the EPA requesting information
relating to the Rodemacher and Dolet Hills Power Stations.  The
apparent purpose of the investigation is to determine whether Utility has
complied with New Source Review (NSR) and New Source Performance Standards
(NSPS) requirements under the CAA in connection with capital expenditures,
modifications, or operational changes made at these
facilities.  Regulated by the EPA, NSR requires electric utilities to
undergo pre-construction review for environmental controls if new generating
units are built and also applies if existing units are modified by making
“non-routine” physical or operational changes that result in a significant
increase in emissions of a regulated pollutant.  NSPS are federal
standards adopted by the EPA to regulate air emissions by many types of
industrial facilities.  The standards are intended to promote use of
the best air pollution control technologies.  Utility has completed
its response to the initial data request.  It is unknown at this time
whether the EPA will take further action as a result of the information provided
by Utility and if any such action would have a material adverse impact on
Borrower’s financial condition, results of operations, or cash
flows.




EPA – Special Notice for
Remedial Investigation and Feasibility Study (Devil’s Swamp
Lake):




On
October 8, 2007, Utility received a Special Notice for Remedial Investigation
and Feasibility Study from the EPA.  The special notice requested that
Borrower and Utility, along with many other listed potentially responsible
parties (PRPs), enter into negotiations with the EPA for the performance of a
Remedial Investigation and Feasibility Study at an area known as the Devil’s
Swamp Lake just northwest of Baton Rouge, Louisiana.  The EPA has
identified Borrower as one of the many companies sending PCB wastes for disposal
to the site.  The Devil’s Swamp Lake site has been proposed to be
added to the National Priorities List (NPL) based on the release of PCBs to
fisheries and wetlands located on the site.  The EPA has yet to make a
final determination on whether to add Devil’s Swamp Lake to the
NPL.  The EPA and a number of PRPs met on January 31, 2008, for an
organizational meeting to discuss the background of the site.  The
PRPs began discussing a potential proposal to the EPA on February 19,
2008.  Negotiations among the PRPs and the EPA are ongoing in regard
to the remedial investigation and feasibility study at the Devil’s Swamp Site,
with little progress having been made since the January 2008
meeting.  The PRPs alleged to have disposed PCBs at the site have
proposed a tentative cost sharing formula with the facility owner to fund the
remedial investigation.  The response to the proposal has been pending
for some months.  Since this












investigation
is in the preliminary stages, Borrower is unable to determine whether the costs
associated with possible remediation of the facility site will have a material
adverse effect on Borrower’s results of operations, financial condition, and
cash flows.















CLECO
CORPORATION CREDIT AGREEMENT




SCHEDULE
4.12





LIST OF
SUBSIDIARIES








[See
Attached Chart]





In
addition to the attached chart, the Investment Fund (as defined in the Loan
Agreement) is an Unrestricted Subsidiary of the Borrower.  The
Borrower is entitled to 99.9% of the Investment Fund’s tax credits, net tax
losses, and, subject to certain technical allocations and depreciation
deductions, profits and losses, and U.S. Bancorp Community Development
Corporation is entitled to 0.10% of such tax credits, net tax losses and,
subject to certain technical allocations and depreciation deductions, profits
and losses.




The
only Restricted Subsidiaries of the Borrower are Cleco Power LLC and Finsub (as
defined in the Loan Agreement) (i.e., Cleco Katrina/Rita Hurricane Recovery
Funding LLC).










































CLECO
CORPORATION CREDIT AGREEMENT


SCHEDULE
7.2









LIST OF EXISTING
LIENS









None
beyond those Liens under the Utility Mortgage and otherwise separately permitted
by Section 7.2 referring to Liens permitted by the Utility Credit
Agreement.






















CLECO
CORPORATION CREDIT AGREEMENT


SCHEDULE
7.8







LIST OF EXISTING
RESTRICTIONS







1)           Sections
7.3 and 7.4 of the Revolving Credit Agreement, Sections 7.2 and 7.3 of the
Utility Credit Agreement, and Sections 7.2 and 7.3 of the Utility Loan Agreement
set forth restrictions on the ability of the Restricted Subsidiaries to make
investments in the Borrower or other Restricted Subsidiaries or to make a loan
or otherwise provide credit to the Borrower or other Restricted
Subsidiaries.  Section 7.6 of the Revolving Credit Agreement restricts
the ability of the Restricted Subsidiaries to repay loans to the
Borrower.  Section 7.7 of the Revolving Credit Agreement restricts all
transactions between the Restricted Subsidiaries and the Borrower.





2)           Section
3.04 of the Insurance Agreement by the Utility and Ambac Insurance Company dated
as of February 8, 2002 sets forth restrictions on the ability of the Utility to
acquire the stock of other persons including the Borrower or other Restricted
Subsidiaries.  A copy of that section is attached.





Attachment:




Attached
hereto is Section 3.04 of the Insurance Agreement referenced above.
















INSURANCE
AGREEMENT







INSURANCE AGREEMENT dated as of
February 8, 2002 by and between Cleco Power LLC, a limited liability company
duly organized and existing under the laws of the State of Louisiana (the
“Company”) and Ambac Assurance Corporation, a Wisconsin-domiciled stock
insurance company (“Ambac”).





W
I T N E S S E T H:





WHEREAS, pursuant to an Indenture,
dated as of October 1, 1988 (as amended or supplemented, the “Indenture”), by
and between the Company (as successor to Cleco Utility Group Inc.) and The Bank
of New York (as successor to Bankers Trust Company), as trustee (the “Trustee”),
the Company will issue $25,000,000 in aggregate principal amount of its 6.125%
Insured Quarterly Notes due March 1, 2017 (the “Notes”); and





WHEREAS, Ambac will issue a Financial
Guaranty Insurance Policy (the “Policy”) pursuant to which Ambac will insure the
timely payment of regularly scheduled principal of and interest on the Notes;
and





WHEREAS, to induce Ambac to issue the
Policy, the Company has agreed to pay the premium for such Policy and to
reimburse Ambac for all payments made by Ambac under the Policy, all as more
fully set forth in this Agreement; and





WHEREAS, the Company understands that
Ambac expressly requires the delivery of this Agreement as part of the
consideration for the delivery by Ambac of the Policy;





NOW, THEREFORE, in consideration of the
premises and of the agreements herein contained and of the execution and
delivery of the Policy, the Company and Ambac agree as follows:






















Section 3.04.  Disposition of
Assets.  So long as any Notes remain outstanding or any Reimbursement
Obligations remain unpaid, the Company shall not dispose of all or any part of
its Property, or enter into any sale-leaseback transaction, or purchase or
otherwise acquire (in one or a series of related transactions) any part of the
Property (other than purchases or other acquisitions of inventory, materials,
equipment and similar Property in the ordinary course of business) of any
Person, including acquisitions of the stock of any Person, or permit any of the
Material Subsidiaries so to do, except:





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




(b)  sales
of accounts receivables and other receivables;




(c)  Asset
Sales, provided that (i) no Event of Default shall exist immediately before or
after giving effect thereto and (ii) the amount of such Asset Sale, when added
to the total amount of all Asset Sales made by the Company and the Material
Subsidiaries during the immediately preceding twelve month period, shall not
exceed 10% or more of Material Total Assets as of the first day of such twelve
month period; provided, however, that sales or other dispositions pursuant to
Section 3.04(d) hereof shall not be included in making such calculation;
and




(d)             sales
or other dispositions of ownership, possession or control of the Company’s
Transmission Assets that (i) are required by statute, order, rule, regulation or
other applicable law or (ii) as a result of any statute, order, rule, regulation
or other applicable law would be necessary to avoid a material adverse effect on
the Company’s financial condition or operations.














CLECO
CORPORATION EXHIBIT A




FORM OF ASSIGNMENT AND
ASSUMPTION




This
Assignment and Assumption (the “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]1 Assignor identified in item 1 below
([the][each, an] “Assignor”) and
[the][each]2 Assignee identified in item 2 below
([the][each, an] “Assignee”).  [It
is understood and agreed that the rights and obligations of [the Assignors][the
Assignees]3 hereunder are several and not joint.]4  Capitalized terms used but not
defined herein shall have the meanings given to them in the Loan Agreement
identified below (as amended, modified or otherwise supplemented from time to
time, the “Loan
Agreement”), receipt of a copy of which is hereby acknowledged by
[the][each] Assignee.  The Standard Terms and Conditions set forth in
Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.




For
an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Loan Agreement, as of the Effective Date inserted by the Administrative
Agent as contemplated below (i) all of [the Assignor’s][the respective
Assignors’] rights and obligations in [its capacity as a Lender][their
respective capacities as Lenders] under the Loan Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the
facility identified below and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of [the
Assignor (in its capacity as a Lender)][the respective Assignors (in their
respective capacities as Lenders)] against any Person, whether known or unknown,
arising under or in connection with the Loan Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including, but not
limited to, contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold
and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses
(i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”).  Each such sale and assignment is without recourse
to [the][any] Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by [the][any]
Assignor.




1.      Assignor[s]:








2.      Assignee[s]:










[for
each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]




3.      Borrower:         Cleco
Corporation, a Louisiana Corporation.




4.      Administrative Agent:
JPMorgan Chase Bank, N.A., as the administrative agent under the Loan
Agreement.
























1 For
bracketed language here and elsewhere in this form relating to the Assignor(s),
if the assignment is from a single Assignor, choose the first bracketed
language.  If the assignment is from multiple Assignors, choose the
second bracketed language.


2 For
bracketed language here and elsewhere in this form relating to the Assignee(s),
if the assignment is to a single Assignee, choose the first bracketed
language.  If the assignment is to multiple Assignees, choose the
second bracketed language.
 3
Select as appropriate.
 4
Include bracketed language if there are either multiple Assignors or multiple
Assignees.

















5.      Loan Agreement: The
Loan Agreement, dated as of February 19, 2010 (as amended and in effect on the
date hereof, the “Loan
Agreement”), by and among Cleco Corporation, the Lenders party thereto
and JPMorgan Chase Bank, N.A. as Administrative Agent.




6.           Assigned
Interest[s]:




Assignor[s]5
            Assignee[s]6
            Facility
              Assigned
            Aggregate
              Amount
      of
              Commitment/Loans
              for
      all Lenders7
            Amount
      of
              Commitment/Loans
              Assigned8
            Percentage
              Assigned
      of
              Commitment/Loans8Term
            $_______________
            $______________
            ____%







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






















5 List
each Assignor, as appropriate.


6 List
each Assignee, as appropriate.


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


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


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





-2-
 Cleco
Corporation Assignment and Assumption





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




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







ASSIGNOR[S]10





[NAME
      OF ASSIGNOR]








By:


Title:




[NAME
      OF ASSIGNOR]








By:


Title:




ASSIGNEE[S]11


[NAME
      OF ASSIGNEE]








By:


Title:




[NAME
      OF ASSIGNEE]





By:


Title:




[Consented
to and]12 Accepted:





JPMORGAN
CHASE BANK, N.A., as Administrative Agent





By:


Title:
















10 Add
additional signature blocks as needed.


11 Add
additional signature blocks as needed.


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





-3-
 Cleco
Corporation Assignment and Assumption





[Consented
to:]13





[NAME
OF RELEVANT PARTY]





By:


Title:














13 To
be added only if the consent of the Borrower and/or other parties is required by
the terms of the Loan Agreement.





-
4 -
 Cleco
Corporation Assignment and Assumption








STANDARD
TERMS AND CONDITIONS FOR


ASSIGNMENT
AND ASSUMPTION




1.      Representations and
Warranties




1.1           Assignor[s].  [The][Each]
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection
with the Loan Agreement or any other Loan Document14, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.




1.2           Assignee[s].
[The][Each] Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby
and to become a Lender under the Loan Agreement, (ii) it meets all the
requirements to be an assignee under Section 10.4(b)(iii),
(v) and (vi) of
the Loan Agreement (subject to such consents, if any, as may be required under
Section 10.4(b)(iii)
of the Loan Agreement), (iii) from and after the Effective Date, it shall be
bound by the provisions of the Loan Agreement as a Lender thereunder and, to the
extent of [the][the relevant] Assigned Interest, shall have the obligations of a
Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire
assets of the type represented by the Assigned Interest and either it, or the
person exercising discretion in making its decision to acquire the Assigned
Interest, is experienced in acquiring assets of such type, (v) it has received a
copy of the Loan Agreement, and has received or has been accorded the
opportunity to receive copies of the most recent financial statements delivered
pursuant to Section 6.1
thereof, as applicable, and such other documents and information as it deems
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it
has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, and
(vii) if it is a Foreign Lender15, attached to the Assignment and Assumption is
any documentation required to be delivered by it pursuant to the terms of the
Loan Agreement, duly completed and executed by [the][such] Assignee; and (b)
agrees that (i) it will, independently and without reliance on the
Administrative Agent, [the][any] Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.


















14 The
term “Credit Document” should be conformed to that used in the Loan
Agreement.
 15 The
concept of  “Foreign Lender” should be conformed to the section in the
Loan Agreement governing withholding taxes and gross-up.




Cleco
Corporation Assignment and Assumption






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




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















16      Administrative
Agent to select first or second alternative.





-2-
 Cleco
Corporation Assignment and Assumption





CLECO
CORPORATION EXHIBIT B









FORM OF OPINION OF
COUNSEL











February
19, 2010




To
the Parties Listed on




Schedule A Attached
Hereto




Re:           Cleco Corporation: 2010 Loan
Agreement                                                                                                                   15668-57




Ladies
and Gentlemen:




We
have acted as counsel to Cleco Corporation, a Louisiana corporation (the “Borrower”), and Cleco
Power LLC, a Louisiana limited liability company, in connection with that
certain Loan Agreement, dated of even date herewith (the “Agreement”) by and
among the Borrower, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as
Administrative Agent, and the transactions contemplated thereby.  This
Opinion is furnished to you pursuant to Section 5.1(c) of the
Agreement.




Capitalized
terms that are defined in the Agreement but are not defined herein shall have
the meanings ascribed to them in the Agreement.




In
connection with the foregoing and the delivery of this Opinion, we have examined
(i) executed copies of the Agreement and of four (4) Notes, one to each Lender
(the Agreement and such Notes being collectively, the “Loan Documents”),
(ii) the Borrower’s Articles of Incorporation and its Bylaws, each as amended to
the date hereof, (iii) the agreements and instruments listed to us by the
Borrower, or which have been filed by the Borrower or Cleco Power LLC with the
Securities and Exchange Commission as an exhibit to any Registration Statement
filed pursuant to the Securities Act of 1933, as amended, or as an exhibit to
any periodic report filed pursuant to the Securities Exchange Act of 1934, as
amended, in each case that relate to the borrowing of funds to which either it
or Cleco Power LLC is bound or any of its or Cleco Power LLC’s properties is
subject, which agreements and instruments are listed in Exhibit A to this
opinion (the “Material
Debt Instruments”), and (iv) those records of the corporate proceedings
of the Borrower as we have deemed necessary as a basis for the opinions
hereinafter expressed, including proceedings relative to the Loan
Documents.




We
also have examined originals or copies, certified or otherwise identified, of
all respective records, documents and instruments of the Borrower, certificates
of public officials, certificates of officers of the Borrower and other Persons,
and all other documents, certificates and corporate or other records as we have
deemed necessary as a basis for the opinions hereinafter
expressed.  In our examination, we have assumed the genuineness of all
signatures (other than those of the Borrower), the authenticity of all documents
submitted to us as originals, the conformity with the originals (and the
authenticity of such originals) of all documents submitted to us as copies, the
due organization of each Credit Party, the due authorization, execution and
delivery of the Agreement by the Credit Parties and that the Credit Parties have
the power and authority to execute, deliver and perform their respective
obligations under the Loan







Cleco
Corporation Opinon of Counsel
















Documents.  We
have further assumed that there are no documents or agreements among the Credit
Parties and the Borrower (or any lesser combination of said parties) which alter
the provisions of any of the Loan Documents and which would have an effect on
the opinions expressed in this Opinion letter.  With respect to
factual matters material to our opinion, we also have relied upon the
representations contained in the Agreement and upon certificates of
representatives of the Borrower.




Based
upon and subject to the foregoing and the assumptions, exceptions, limitations
and qualifications expressed below, and having regard for such legal
considerations as we deem relevant, we are of the opinion that:




I.
            The
      Borrower is duly incorporated and validly existing and in good standing
      under the laws of the State of Louisiana and has all requisite corporate
      power and authority to own its properties and to carry on its business as
      now conducted.  To our knowledge, the Borrower has only the
      Subsidiaries set forth on Schedule 4.12 to the Agreement, which Schedule
      identifies Cleco Power LLC and Cleco Katrina/Rita Hurricane Recovery
      Funding LLC as the only Restricted Subsidiaries.  Cleco Power
      LLC is duly formed and validly existing under the laws of the State of
      Louisiana and has all requisite limited liability company power and
      authority to own its properties and to carry on its business as now
      conducted.




II.
            The
      Borrower has the corporate power and authority to enter into, execute,
      deliver and perform the terms of the Loan Documents and to incur the
      obligations provided for in the Notes, all of which (i) have been duly
      authorized by all necessary corporate action on the part of the Borrower,
      and (ii) are in full compliance with the Borrower’s Articles of
      Incorporation and its Bylaws, each as amended to the date hereof, or its
      other organization documents.




III.
            The
      choice of New York law stipulated to govern the Loan Documents is a valid
      and effective choice of law under the laws of the State of Louisiana, and
      will be enforced by a court of competent jurisdiction in the State of
      Louisiana, except (i) to the extent the chosen (New York) law contravenes
      the public policy of the state whose law otherwise would be applicable
      under the State of Louisiana’s choice of law principles (generally, as to
      contractual issues other than capacity or form, the law of the state whose
      policies would be most seriously impaired if its law were not applied to
      that issue), and (ii) insofar as federal laws may apply.  If the
      choice of New York law set forth in the Loan Documents is disregarded and
      internal Louisiana law applied, then the Loan Documents would be the valid
      and legally binding obligations of the Borrower, enforceable against it in
      accordance with the respective terms
thereof.




IV.
            Except
      as set forth on Schedule 4.6 (Disclosed Matters) to the Agreement, to our
      knowledge there are no actions, suits or proceedings at law or in equity
      or by or before any Governmental Authority pending or threatened against
      the Borrower or Cleco Power LLC which (i) call into question the validity
      or enforceability of any of the Loan Documents, or (ii) could reasonably
      be expected to result in the rescission, termination or cancellation of
      any material franchise, right, license, permit or similar authorization
      held by the Borrower or Cleco Power
LLC.




V.
            Except
      for informational filings required to be made in the ordinary course of
      business (which are not a condition to the Borrower’s performance under
      the Loan Documents), no consent,




Cleco
Corporation Opinon of Counsel






authorization
      or approval of, filing with, notice to, or exemption by, stockholders, any
      Governmental Authority or any other Person (other than (i) the Bank of New
      York Mellon, as administrative agent under Borrower’s First Amended and
      Restated Credit Agreement dated as of June 2, 2006 and (ii) the Borrower’s
      Board of Directors, both of which have been obtained) is required to
      authorize, or is required in connection with, the execution, delivery and
      performance by the Borrower of the Loan Documents or is required as a
      condition to the validity or enforceability of the Loan Documents in
      accordance with their terms.




VI.
            Neither
      the execution and delivery of the Loan Documents by the Borrower nor the
      performance by the Borrower of its agreements therein will (i) violate the
      Borrower’s Articles of Incorporation or its Bylaws, each as amended to
      date, (ii) breach or result in a default under, or result in the creation
      or imposition of any lien, charge or encumbrance upon the properties of
      the Borrower under, any existing obligation of the Borrower under any
      Material Debt Instrument, (iii) breach or otherwise violate any judicial
      or administrative order, writ, judgment, or decree of any Governmental
      Authority having jurisdiction over the Borrower or its properties that is
      in effect on the date hereof and that has been identified to us by the
      Borrower in the course of our inquiry to the Borrower with respect to the
      transactions contemplated by the Loan Documents and that the Borrower has
      certified to us may reasonably be expected to have a Material Adverse
      Effect, or (iv) violate any statute in effect on the date hereof, or
      published rule or regulation in effect on the date hereof applicable to
      the Borrower of any Governmental Authority having jurisdiction over the
      Borrower or its properties.




VII.
            Neither
      the Borrower nor Cleco Power LLC is an “investment company” or a company
      “controlled” by an “investment company” as defined in, or otherwise
      subject to regulation under, the Investment Company Act of 1940, as
      amended.




VIII.
            To
      our knowledge, the Borrower is not engaged principally in the business of
      extending credit for the purpose of purchasing or carrying any Margin
      Stock.




The foregoing opinions are subject to and qualified by the
following:




A.
            All
      opinions, to the extent they relate to the enforceability of any agreement
      or obligation, or to the extent they relate to the lawfulness of any
      obligations undertaken or agreed to be undertaken by the Borrower, are
      subject to and qualified by the
following:




1.
            We
      do not express any opinion as to the effect and application of bankruptcy,
      insolvency, reorganization, receivership, moratorium, fraudulent
      conveyance or transfer, equitable subordination and other similar laws now
      or hereafter in effect which relate to or limit creditors’ rights and
      remedies generally; and




2.
            We
      do not express any opinion as to the effect and application of general
      principles of equity, including, without limitation, concepts of
      materiality, reasonableness, good faith and fair dealing, whether
      considered in a proceeding in equity or an action at law;
    and






Cleco
Corporation Opinon of Counsel






3.
            We
      do not express any opinion as to the validity, performance, enforceability
      or lawfulness under Louisiana law of the following provisions in the Loan
      Documents (and likewise, we express no opinion whether a court applying
      Louisiana law would give effect to the choice of New York law as governing
      the validity, performance, enforceability or lawfulness of the Loan
      Documents as to the following provisions):  (a) the availability
      of any equitable remedies (regardless of whether enforcement is sought in
      a proceeding in equity or at law); (b) any waivers or consents under the
      Loan Documents relating to the rights of the Borrower, or any duties owing
      to it, existing as a matter of law, except to the extent the Borrower may
      so waive or consent as a matter of law; (c) the severability provisions
      set forth in any of the Loan Documents; (d) any releases contained in the
      Loan Documents relating to unmatured claims; (e) any provision in the Loan
      Documents according to which the Loan Documents may be amended or waived
      only in writing, including without limitation provisions authorizing the
      delay or failure to exercise a right without waiving such right; (f)
      irrevocable appointments of any party as agent or attorney-in-fact for any
      other party; (g) waivers of judicial service of process and the right to a
      jury trial, objections to venue and forum, provisions for default judgment
      and the submissions of any party to jurisdiction; (h) provisions which
      purport to establish that funds or other property are or will be held by
      any party in trust for any other party; (i) indemnities against or
      limitations of liability for intentional or gross fault, strict liability
      or violations of securities laws; (j) waivers of claims, counterclaims,
      defenses and damages not now known or in existence; (k) provisions which
      state that enumerated remedies are not exclusive or that a party has the
      right to pursue multiple remedies without regard to other remedies elected
      or that all remedies are cumulative; (l) provisions which permit the
      exercise, under certain circumstances, of rights without notice or without
      providing opportunity to cure failures to perform; (m) agreements as to
      rights of set off otherwise than in accordance with applicable law; (n)
      waivers of consequential damages; (o) provisions which purport to make or
      would have the effect of making obligations enforceable notwithstanding
      the invalidity or unenforceability of contracts or the bad faith acts or
      omissions of the obligee; (p) provisions for the reinstatement or revival
      of documents or the restoration of obligations thereunder after judicial
      proceedings pertaining thereto are abandoned or discontinued; (q)
      provisions which purport to make a judgment binding and conclusive even if
      the principles of res judicata or collateral estoppel are not met; and (r)
      provisions which purport to establish evidentiary standards or the
      conclusiveness or reasonableness of determinations, actions, or evidence;
      and




4.
            Without
      limiting the generality of the foregoing, we express no opinion herein as
      to the validity, performance, enforceability or lawfulness of the Loan
      Documents under New York law.






Cleco
Corporation Opinon of Counsel






B.
            We
      do not express any opinion as to the effect of noncompliance by any Credit
      Party with any federal, state or local law, rule, regulation or
      ordinance.




C.
            Wherever
      we have asserted above that a matter is “to our knowledge,” or used the
      phrase “known to us,” our knowledge is limited to the actual knowledge of
      those attorneys in our office who have prepared or signed this Opinion or
      been actively involved in assisting in advising the Borrower in connection
      with the execution and delivery of the Loan Documents, without any
      independent investigation by any lawyer of this
  firm.




We
are members of the Bar of the State of Louisiana, and express no opinion as to
matters which may be governed by the laws of any jurisdiction other than
Louisiana and the federal laws of the United States of America.




The
opinions contained herein are given only as of the date of this Opinion
letter.  This Opinion is based upon our professional knowledge and
judgment, and shall not be construed as a guaranty, nor is it a warranty that a
court considering the matters discussed herein would not rule in a manner
contrary to the opinions expressed above.  No opinion is expressed as
to the effect of any future acts of the parties or changes in existing
law.  We undertake no responsibility and disclaim any obligation to
advise you or any other Person of any change after the date hereof in the law or
the facts presently in effect even though such change may alter the scope or
substance of the opinions herein expressed or affect the legal or factual
statements or assumptions herein.




This
Opinion may be relied upon solely by the Credit Parties, and their respective
successors and assigns (but only as of the date hereof) in connection with the
transactions contemplated by the Loan Documents; provided, that we express no
opinion with respect to any issue arising out of or related to the identity or
status of any assignee or participant of any Credit Party. Other than as
provided in the preceding sentence, the opinions rendered herein may not be used
for any other purpose or relied upon by any other Person or used, circulated,
quoted or otherwise referred to without our express prior written consent;
provided, that this Opinion may be circulated to regulators of the Credit
Parties, to prospective assignees and participants of the Lenders and, to the
extent permitted by applicable law, if notice is promptly provided to this firm,
in connection with litigation involving any of the transactions contemplated by
the Loan Documents.






Very truly
yours,








Phelps Dunbar,
L.L.P.











Cleco
Corporation Opinion of Counsel





SCHEDULE
A




JPMorgan
      Chase Bank, N.A.Credit
      Agricole Corporate and Investment BankBank
      of America, N.A.Capital
      One, N.A.













Cleco
Corporation Opinion of Counsel





EXHIBIT
A







Material Debt
Instruments




Cleco
Corporation:





1.
            First
      Amended and Restated Credit Agreement with The Bank of New York (now The
      Bank of New York Mellon), dated as of June 2, 2006, as amended and
      supplemented pursuant to that certain Consent No. 1 dated as of August 22,
      2008, the Amendment No. 1 and Waiver No. 1 dated as of August 18, 2009,
      and the Consent No. 2 and Waiver No. 2 dated as of February 16,
      2010




2.
            Indenture,
      dated May 1, 2000, as supplemented and amended by the Supplemental
      Indenture No. 1 dated as of May 25, 2000 and the Supplemental Indenture
      No. 2 dated as of April 28, 2003




3.
            $10,000,000.00
      promissory note with Capital One, National Association, dated May 27,
      2009







Cleco Power
LLC:




1.
            First
      Amended and Restated Credit Agreement with The Bank of New York (now The
      Bank of New York Mellon), dated as of June 2, 2006, as amended and
      supplemented pursuant to that certain Amendment No. 1 and Waiver No. 1
      dated as of August 18, 2009




2.
            Indenture
      of Mortgage, dated as of July 1, 1950, between Central Louisiana Electric
      Company, Inc. (now Cleco Power LLC) and The National Bank of Commerce in
      New Orleans (now J.P. Morgan Trust Company, N.A.), as Trustee, as amended
      by the First through Twenty-Ninth Supplemental
  Indentures




3.
            Indenture,
      dated as of October 1, 1988, between Central Louisiana Electric Company,
      Inc. (now Cleco Power LLC) and Bankers Trust Company (now The Bank of New
      York Mellon), as Trustee, as amended by the First through Tenth
      Supplemental Indentures




4.
            Insurance
      Agreement, dated as of February 8, 2002, between Cleco Power LLC and Ambac
      Assurance Corporation




5.
            Refunding
      Agreement, dated as of July 1, 1999, between The Industrial Development
      Board of the Parish of Rapides, Inc. and Cleco Utility Group Inc. (now
      Cleco Power LLC), as amended by First Amendment dated as of December 1,
      2000




6.
            Continuing
      Disclosure Agreement, dated September 2, 1999, between Cleco Utility Group
      Inc. (now Cleco Power LLC) and Bank One Trust Company, N.A. (now J.P.
      Morgan Trust Company, N.A.)




7.
            Insurance
      Agreement, dated as of July 1, 1999, between Cleco Utility Group Inc. (now
      Cleco Power LLC) and Ambac Assurance
Corporation




8.
            Refunding
      Agreement, dated as of July 1, 1999, between Parish of DeSoto, State of
      Louisiana and Cleco Utility Group Inc. (now Cleco Power LLC), as amended
      by First Amendment dated as of December 1,
2000




Cleco
Corporation Opinion of Counsel












9.
            Continuing
      Disclosure Agreement, dated September 2, 1999, between Cleco Utility Group
      Inc. (now Cleco Power LLC) and Bank One Trust Company, N.A. (now J.P.
      Morgan Trust Company, N.A.)




10.
            Insurance
      Agreement, dated as of July 1, 1999, between Cleco Utility Group Inc. (now
      Cleco Power LLC) and Ambac Assurance
Corporation




11.
            $10,000,000.00
      promissory note with Capital One, National Association, dated May 27,
      2009




12.
            Loan
      Agreement, dated as of November 1, 2006, between the Rapides Finance
      Authority and Cleco Power LLC, in connection with the $60,000,000.00
      Rapides Finance Authority Revenue Bonds (Cleco Power LLC Project) Series
      2006




13.
            Note
      dated November 21, 2006 by Cleco Power LLC in favor of the Rapides Finance
      Authority, in connection with the $60,000,000.00 Rapides Finance Authority
      Revenue Bonds (Cleco Power LLC Project) Series
  2006




14.
            Continuing
      Disclosure Agreement dated November 21, 2006, between Cleco Power LLC and
      The Bank of New York Trust Company, N.A., as trustee, in connection with
      the $60,000,000.00 Rapides Finance Authority Revenue Bonds (Cleco Power
      LLC Project) Series 2006




15.
            Insurance
      Agreement dated as of November 1, 2006, between Cleco Power LLC and Ambac
      Assurance Corporation, in connection with the $60,000,000.00 Rapides
      Finance Authority Revenue Bonds (Cleco Power LLC Project) Series
      2006




16.
            Loan
      Agreement dated as of November 1, 2007 between the Rapides Finance
      Authority and Cleco Power LLC, in connection with the $60,000,000.00
      Rapides Finance Authority Revenue Bonds (Cleco Power LLC Project) Series
      2007




17.
            Note
      dated November 19, 2007 by Cleco Power LLC in favor of the Rapides Finance
      Authority, in connection with the $60,000,000.00 Rapides Finance Authority
      Revenue Bonds (Cleco Power LLC Project) Series
  2007




18.
            Continuing
      Disclosure Agreement dated as of November 19, 2007, between Cleco Power
      LLC and The Bank of New York Trust Company, N.A., as trustee, in
      connection with the $60,000,000.00 Rapides Finance Authority Revenue Bonds
      (Cleco Power LLC Project) Series
2007




19.
            Insurance
      Agreement dated as of November 19, 2007, between Cleco Power LLC and
      Financial Guaranty Insurance Company, in connection with the
      $60,000,000.00 Rapides Finance Authority Revenue Bonds (Cleco Power LLC
      Project) Series 2007




20.
            Remarketing
      Agreement dated March 6, 2008, among Cleco Power LLC and Goldman, Sachs
      & Co., on its own behalf and as representative of the Remarketing
      Agents named therein, being Goldman, Sachs & Co., J.P. Morgan
      Securities Inc. and BNY Capital Markets, Inc., in connection with the
      $60,000,000.00 Rapides Finance Authority Revenue Bonds (Cleco Power LLC
      Project) Series 2007




21.
            Loan
      Agreement dated as of October 1, 2008 between the Rapides Finance
      Authority and Cleco Power LLC, in connection with the $32,000,000.00
      Rapides Finance Authority Revenue Bonds (Cleco Power LLC Project) Series
      2008








Cleco
Corporation Opinion of Counsel




22.
            Note
      dated October 2, 2008 by Cleco Power LLC in favor of the Rapides Finance
      Authority, in connection with the $32,000,000.00 Rapides Finance Authority
      Revenue Bonds (Cleco Power LLC Project) Series
  2008




23.
            Continuing
      Disclosure Agreement dated as of October 2, 2008 between Cleco Power LLC
      and The Bank of New York Mellon Trust Company, N.A., as trustee, in
      connection with the $32,000,000.00 Rapides Finance Authority Revenue Bonds
      (Cleco Power LLC Project) Series
2008




24.
            Remarketing
      Agreement dated as of October 2, 2008, between Cleco Power LLC and Goldman
      Sachs & Co., as Remarketing Agent, in connection with the
      $32,000,000.00 Rapides Finance Authority Revenue Bonds (Cleco Power LLC
      Project) Series 2008




25.
            Loan
      Agreement dated as of December 1, 2008, between the Louisiana Public
      Facilities Authority and Cleco Power LLC, in connection with the
      $100,000,000.00 Louisiana Public Facilities Authority Revenue Bonds (Cleco
      Power LLC Project) Series 2008




26.
            Note
      dated December 10, 2008, by Cleco Power LLC in favor of the Louisiana
      Public Facilities Authority, in connection with the $100,000,000.00
      Louisiana Public Facilities Authority Revenue Bonds (Cleco Power LLC
      Project) Series 2008




27.
            Continuing
      Disclosure Agreement dated as of December 10, 2008, between Cleco Power
      LLC and The Bank of New York Mellon Trust Company, N.A., as trustee, in
      connection with the $100,000,000.00 Louisiana Public Facilities Authority
      Revenue Bonds (Cleco Power LLC Project) Series
  2008




28.
            Underwriting
      Agreement dated December 3, 2008, among the Louisiana Public Facilities
      Authority, the Louisiana State Bond Commission, Cleco Power LLC, and
      KeyBank Capital Markets Inc. and Morgan Keegan & Company, Inc., in
      connection with the $100,000,000.00 Louisiana Public Facilities Authority
      Revenue Bonds (Cleco Power LLC Project) Series
  2008




29.
            Remarketing
      Agreement dated as of December 10, 2008, between Cleco Power LLC and
      KeyBank Capital Markets Inc. and Morgan Keegan & Company, Inc., as
      Remarketing Agents, in connection with the $100,000,000.00 Louisiana
      Public Facilities Authority Revenue Bonds (Cleco Power LLC Project) Series
      2008




30.
            Storm
      Recovery Property Servicing Agreement dated as of March 6, 2008, between
      Cleco Katrina/Rita Hurricane Recovery Funding LLC, as Issuer, and Cleco
      Power LLC, as Servicer




31.
            Loan
      Agreement dated as of August 19, 2009, among Cleco Power LLC, the lenders
      party thereto and JPMorgan Chase Bank, N.A., as Administrative
      Agent









Cleco
Corporation Opinion of Counsel





CLECO
CORPORATION EXHIBIT C




FORM OF INITIAL BORROWING
REQUEST







[Date]





JPMorgan
Chase Bank, N.A., as Administrative Agent


10
South Dearborn, 9th Floor,


Mail
Code IL1-0090, Chicago, IL 60603


Attention: 
 Helen D. Davis


Fax:
312 732 1762


Phone: 
312-732-1759


E-mail: 
 helen.d.davis@jpmorgan.com





JPMorgan
Chase Bank, N.A., as Administrative Agent


10
South Dearborn, 7th Floor


Mail
Code: IL1-0011


Chicago,
IL 60603


Attention: 
 Irma A Yanez


Fax: 
312-385-7107


Phone:
 312-385-7088


E-mail:
 irma.yanez@jpmchase.com





Reference
is made to Loan Agreement, dated as of February 19, 2010, by and among Cleco
Corporation (the “Borrower”), the
Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in
such capacity, the “Administrative
Agent”) (as the same may be amended, supplemented or otherwise modified
from time to time, the “Loan
Agreement”).  Capitalized terms used herein that are defined in
the Loan Agreement shall have the meanings therein defined.




1.  Pursuant
to Section
2.3(a) of the Loan Agreement, the Borrower hereby gives notice of its
intention to borrow Borrowings in an aggregate principal amount of $_______ on
______ __, 20__, which Borrowing(s) shall consist of the following
Types:




Type
      of Borrowing (ABR
              or Eurodollar)
            Amount
            Interest
      Period for
              Eurodollar
      Advances





2.  The
Borrower hereby certifies that on the date hereof and on the Borrowing Date set
forth above, and after giving effect to the Loans requested hereby, there exists
and shall exist no Default and  each of the representations and
warranties contained in each Loan Document is and shall be true and correct in
all material respects, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and
warranties were true and correct at such earlier date.




3.  The
location and number of the Borrower’s account to which funds are to be disbursed
is as follows: [Insert Wire
Instructions]










Cleco
Corporation Initial Borrowing Request






IN
WITNESS WHEREOF, the Borrower has caused this Initial Borrowing Request to be
executed by its authorized signatory as of the date and year first written
above.




CLECO
CORPORATION







By:


Name:


Title:













-6-
 Cleco
Corporation Initial Borrowing Request





CLECO
CORPORATION EXHIBIT D




FORM OF
NOTE




New
York, New York


February
19, 2010




FOR
VALUE RECEIVED, the undersigned, Cleco Corporation, a Louisiana corporation(the “Borrower”), hereby
promises to pay to the order of ________________ (the “Lender”) the unpaid
principal amount of the Loans made by the Lender to the Borrower, in the amounts
and at the times set forth in the Loan Agreement, dated as of February 19, 2010,
among the Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent (as the same may be amended, supplemented or otherwise
modified from time to time, the “Loan Agreement”), and
to pay interest from the date hereof on the principal balance of such Loans from
time to time outstanding at the rate or rates and at the times set forth in the
Loan Agreement, in each case at the office of the Administrative Agent located
at 10 South Dearborn, Chicago, Illinois, or at such other place as the
Administrative Agent may specify from time to time, in lawful money of the
United States in immediately available funds.  Terms not otherwise
defined herein but defined in the Loan Agreement are used herein with the same
meanings.




The
Loans evidenced by this Note are prepayable in the amounts, and under the
circumstances, and their respective maturities are subject to acceleration upon
the terms, set forth in the Loan Agreement.  This Note is subject to,
and shall be construed in accordance with, the provisions of the Loan Agreement
and is entitled to the benefits and security set forth in the Loan
Documents.




The
Lender is hereby authorized to record on the Schedule annexed hereto, and any
continuation sheets which the Lender may attach hereto, (i) the date of each
Loan made by the Lender to the Borrower, (ii) the Type and amount thereof, (iii)
the interest rate (without regard to the Applicable Margin) and Interest Period
applicable to each Eurodollar Loan and (iv) the date and amount of each
conversion of, and each payment or prepayment of the principal of, any such
Loan.  The entries made on such Schedule shall be prima facie evidence
of the existence and amounts of the obligations recorded thereon, provided that
the failure to so record or any error therein shall not in any manner affect the
obligation of the Borrower to repay the Loans in accordance with the terms of
the Loan Agreement.




Except
as specifically otherwise provided in the Loan Agreement, the Borrower hereby
waives presentment, demand, notice of dishonor, protest, notice of protest and
all other demands, protests and notices in connection with the execution,
delivery, performance, collection and enforcement of this Note.




Whenever
in this Note either party hereto is referred to, such reference shall be deemed
to include the successors and assigns of such party.  The Borrower
shall not have the right to assign its rights or obligations hereunder or any
interest herein (and any such attempted assignment shall be void), except as
expressly permitted by the Loan Documents.  No failure or delay of the
Lender in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  Neither this Note nor any provision hereof may be
waived, amended or modified, nor shall any departure therefrom be consented to,
except pursuant to a written agreement entered into between the Borrower and the
Lender with respect to which such waiver, amendment, modification or consent is
to apply, subject to any consent required in accordance with Section 10.2 of the
Loan Agreement.




THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.






Cleco
Corporation Note






All
communications and notices hereunder shall be in writing and given as provided
in Section 10.1
of the Loan Agreement.




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




The
Borrower, and by accepting this Note, the Lender, hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection that it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Note or the
other Loan Documents in any court referred to in the preceding paragraph hereof.
The Borrower, and by accepting this Note, the Lender, hereby irrevocably waives,
to the fullest extent permitted by applicable law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.




The
Borrower, and by accepting this Note, the Lender, irrevocably consents to
service of process in the manner provided for notices herein.  Nothing
herein will affect the right of the Lender to serve process in any other manner
permitted by law.




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




*****









CLECO
CORPORATION







By:


Name:


Title:











-8-
 Cleco
Corporation Note





SCHEDULE TO
NOTE




Date
            Type
      of
              Loan
            Amount
      of
              Loan
            Amount of
              principal
              converted,
              paid or
              prepaid
            Interest Rate
              on
              Eurodollar
              Loans
            Interest
              Period for
              Eurodollar
              Loans
            Notation
              Made By










Cleco
Corporation Note





CLECO
CORPORATION EXHIBIT E




FORM OF COMPLIANCE
CERTIFICATE




I,
______________, do hereby certify that I am the __________ of Cleco Corporation
(the “Borrower”), and that,
as such, I am duly authorized to execute and deliver this Compliance Certificate
on the Borrower’s behalf pursuant to Section 6.1(c) of the Loan Agreement, dated
as of February 19, 2010, by and among the Borrower, the Lenders party thereto
and JPMorgan Chase Bank, N.A., as Administrative Agent (as the same may be
amended, supplemented or otherwise modified from time to time, the “Loan
Agreement”).  Capitalized terms used herein which are not
defined herein shall have the meanings assigned to such terms in the Loan
Agreement.




I
hereby certify that:




4.  To
the best of my knowledge, all financial statements delivered herewith have been
prepared in accordance with GAAP.  There have been no changes in GAAP
pertinent to the Borrower or in the application thereof to Borrower and that
affects the computation of any financial covenant set forth in Section 6.11 of
the Loan Agreement, since the date of the audited financial statements referred
to in Section 4.4(a) of the Loan Agreement,[, except as follows:]17




5.  There
existed no Default or Event of Default on the last day of the fiscal quarter
ended ____________, 20___, and there exists no Default or Event of Default as of
the date hereof [, except as
follows18]




6.  Attached
are true and correct calculations demonstrating compliance with Section 6.11 of
the Loan Agreement as of the fiscal quarter ended _____________, 20___ (the
“Quarter”).









IN
WITNESS WHEREOF, I have executed this Compliance Certificate on this ___ day of
________, 20__.




















17      Specify
each such change and the effect thereof on the financial statements accompanying
this Compliance Certificate as set forth in Section 1.4 of the Loan
Agreement.


18      Specify
all such violations, conditions and events, the nature and status thereof and
any action taken or proposed to be taken with respect thereto.





Cleco
Corporation Compliance Certificate





Section
6.11(a)




Ratio of Total Indebtedness
to Total Capitalization19




A.
            
            Sum
      of all Indebtedness
            $_____________________B.
            
            Unamortized
      premium and discount (as such term is used in the Financial
      Statements)
            $_____________________C.
            
            Total
      Indebtedness (Item 1 minus Item
      2)
            $_____________________D.
            
            Preferred
      Equity Interests
            $_____________________E.
            
            Deferred
      compensation relating to unallocated convertible preferred Equity
      Interests held by the Employee Stock Ownership Plan
            $_____________________F.
            
            Net
      preferred Equity Interests (Item 5 minus Item 6)
            $_____________________G.
            
            Common
      Equity Interests and any premium on capital stock thereon (as such term is
      used in the Financial Statements) excluded accumulated other comprehensive
      income or loss
            $_____________________H.
            
            Retained
      earnings
            $_____________________I.
            
            Sum
      of Items 3, 6, 7, and 8
            $_____________________J.
            
            Treasury
      stock
            $_____________________K.
            
            Total
      Capitalization (Item 9 minus Item 10)
            $_____________________L.
            
            Ratio
      of Total Indebtedness to Total Capitalization (Item 3 divided by Item
      11)
            _.__:1.00Maximum
      permitted ratio
            0.65:1.00










3Each
of the computations is based on the Borrower and its Subsidiaries determined on
a consolidated basis in accordance with GAAP.





Cleco
Corporation Compliance Certificate





Section
6.11(b)




Interest Coverage
Ratio20




A.
            
            Net
      income for the period of the four fiscal quarters ending on the last day
      of the Quarter (the “Period”)
            $_____________________B.
            
            Interest
      Expense for the Period
            $_____________________C.
            
            Provision
      for income taxes for the Period
            $_____________________D.
            
            Aggregate
      amount attributable to depreciation and amortization for the
      Period
            $_____________________E.
            
            Aggregate
      amount of items to the extent constituting extraordinary non-recurring or
      non-operating charges or expenses for the Period
            $_____________________F.
            
            Sum
      of Items 2 through Item 5, in each case to the extent deducted in
      determining such net income
            $_____________________G.
            
            Item
      1 plus Item 6
            $_____________________H.
            
            Aggregate
      amount of extraordinary, and non-recurring and non-operating additions to
      income during the Period to the extent added in determining such net
      income for the Period
            $_____________________I.
            
            EBITDA  (Item
      7 minus Item 8)
            $_____________________J.
            
            Interest
      Coverage Ratio (Item 9:Item 2)
            _.__:1.00Minimum
      required ratio
            2.50:1.00















20 Each
of the computations is based on the Borrower and its Subsidiaries determined on
a consolidated basis in accordance with GAAP.





Cleco
Corporation Compliance Certificate





CLECO
CORPORATION EXHIBIT F




APPROVED SUBORDINATION
TERMS




Reference
is made to the Loan Agreement, dated as of February 19, 2010, by and among Cleco
Corporation, as Borrower, the Lenders party thereto and JPMorgan Chase Bank,
N.A., as Administrative Agent (the “Loan
Agreement”).  Capitalized terms used herein and not defined
herein shall have the meanings assigned to such terms in the Loan
Agreement.  In the event that the subordination terms are in
connection with a guaranty, the term “Guarantor” shall be substituted for the
term “Borrower”.




Following
are the subordination terms to be applicable to Indebtedness or Guarantees
permitted pursuant to Section 7.1(a) of the
Loan Agreement.




DEFINITIONS




“Insolvency Event”
means any event with respect to the Borrower described in Sections 8(h) or 8(i)
of the Loan Agreement.




“Junior Creditors”
means any holder of, or obligee under or in respect of, any Junior
Obligations.




“Junior Documents”
means (i) [Identify the
documents creating the subordinated Indebtedness or subordinated
Guarantees], (ii) each agreement, instrument or other document executed
or delivered in connection with the refinancing of any Junior Obligations, and
(iii) each agreement, instrument or other document executed or delivered in
connection with any of the foregoing.




“Junior Obligations”
means all of the obligations and liabilities of the Borrower under the Junior
Documents, whether fixed, contingent, now existing or hereafter arising,
created, assumed or incurred, and including any obligation or liability in
respect of any breach of any representation or warranty and in respect of any
rights of repurchase, redemption or rescission.




“Senior Agent” means
the Administrative Agent.




“Senior Creditors”
means any holder of, or obligee under or in respect of, any Senior
Obligations.




“Senior Documents”
means (i) the Revolving Credit Agreement (as defined in the Loan Agreement), (i)
the Loan Agreement, (ii) each agreement, instrument or other document executed
or delivered in connection with refinancing of Senior Obligations, and (iii)
each agreement, instrument or other document executed or delivered in connection
with any of the foregoing.




“Senior Obligations”
means all of the obligations and liabilities of the Borrower under the Senior
Documents, whether fixed, contingent, now existing or hereafter arising,
created, assumed or incurred, and including (i) any obligation or liability in
respect of any breach of any representation or warranty and in respect of any
rights of redemption or rescission and (ii) all post-petition interest and
make-whole premiums, whether or not allowed as a secured claim or as an
unsecured claim in any proceeding, including any proceeding arising under Title
11 of the United States Code, arising in connection with an Insolvency
Event.







Cleco
Corporation Approved Subordination Terms





PAYMENT
PROVISIONS




A.
            Payment
      Defaults. No payment of Junior Obligations may be made by the
      Borrower in the event that the principal of, or interest on, or any other
      amount payable in respect of, the Senior Obligations is not paid when due,
      whether at maturity or at a date fixed for prepayment or by declaration or
      otherwise (a “Payment Default”), unless and until such Payment Default has
      been cured or waived or otherwise has ceased to
  exist.




B.
            Non-Payment Defaults.No payment of Junior Obligations may be made by the Borrower in the
      event that an Event of Default other than a Payment Default (a
      “Non-Payment Default”) has occurred, and has not been cured or waived,
      provided that the Senior Agentdelivers written
      notice (a “Blockage Notice”) to the Borrower and to the Junior Creditors
      directing the Borrower not to make payment of the Junior
      Obligations.  Notwithstanding the foregoing, unless (i) the
      Senior Obligations have been declared due and payable in their entirety
      within 90 days after the Blockage Notice is given as set forth above (the
      “Blockage Period”) and (ii) such declaration has not been rescinded or
      waived upon expiration of the Blockage Period, the Borrower will be
      required to pay to the Junior Creditors all sums not paid to the Junior
      Creditors during the Blockage Period due to the prohibitions of this
      paragraph (and upon the making of such payments any acceleration of the
      Borrower’s obligations with regard to the Junior Obligations which was
      declared during the Blockage Period because of the Borrower’s failure to
      make payments due to the prohibitions in this paragraph will be of no
      further force or effect) and to resume all other payments due under the
      Junior Obligations as and when they are due.  Not more than one
      Blockage Notice may be given in any consecutive 365 day period,
      irrespective of the number of defaults with respect to Senior Obligations
      that may occur during such period.  In no event may the number
      of days during which any Blockage Period is, or Blockage Periods are, in
      effect exceed 180 days in the aggregate during any consecutive 365 day
      period.




C.
            Insolvency Events.Upon any distribution of assets of the Borrower as a result of any
      dissolution, winding up, liquidation or reorganization (including as a
      result of an Insolvency Event), all Senior Obligations must be paid in
      full in cash before any payment is made on account of the Junior
      Obligations.




D.
            Turn-Over.If
      the Junior Creditors receive any payments in respect of the Junior
      Obligations which they are not entitled to receive pursuant to the
      applicable subordination terms, such payment must be delivered to the
      Senior Agent on behalf of the holders of the Senior Obligations as their
      interests may appear.




OTHER
PROVISIONS




E.
            Maturity.  The
      maturity of the Junior Obligations shall be at least one year after the
      Maturity Date.







-5-
 Cleco
Corporation Approved Subordination Terms






F.
            No Cross
      Default.No Default under the Senior Obligations shall
      result in a default under the Junior Obligations, except for a Payment
      Default on the Maturity Date.  Cross acceleration is
      permitted.




G.
            Filing
      Claims.  The Senior Agent shall be irrevocably authorized
      to file any required proof of claim if the Junior Creditors fail to do so
      in a timely manner.




H.
            Amendments.No
      amendment to the subordination provisions is permitted without the consent
      of the Senior Agent.















-6-
 Cleco
Corporation Approved Subordination Terms