exhibit41.htm


    
      

      

    

    


     

     

     

     

     

     

    
      
        

      



    Loan
      Agreement

    


    


    between

    


    


    Rapides
      Finance Authority

    


    


    and

    


    


    Cleco
      Power LLC

    


    


    


    


    Dated
      as of November 1, 2007

    


    


    


    


    
      
        

      



    


    


    $60,000,000

    Rapides
      Finance Authority

    Revenue
      Bonds

    (Cleco
      Power LLC Project)

    Series
      2007

    


    
      
        

      



    


     

    
      
         

        
          
          

          
            

          

        

         

      


      Table
        of Contents

      


      
        	
                ARTICLE
                  I

                 

                DEFINITIONS
                  AND INTERPRETATIONS

              
	
                SECTION
                  1.1.

              	
                Definitions

              	
                -3-

              
	
                SECTION
                  1.2.

              	
                Interpretations

              	
                -7-

              
	
                 

                ARTICLE
                  II

                 

                ACQUISITION
                  AND CONSTRUCTION OF THE PROJECT

                 

              
	
                SECTION
                  2.1.

              	
                Acquisition
                  and Construction of the Project

              	
                -8-

              
	
                SECTION
                  2.2.

              	
                Completion

              	
                -8-

              
	
                 

                ARTICLE
                  III

                 

                SALE
                  OF THE BONDS; LOAN;

                DISPOSITION
                  OF LOAN PROCEEDS

                 

              
	
                SECTION
                  3.1.

              	
                Issuance
                  of the Bonds

              	
                -9-

              
	
                SECTION
                  3.2.

              	
                Loan

              	
                -9-

              
	
                SECTION
                  3.3.

              	
                Investment
                  of Fund Moneys

              	
                -9-

              
	
                SECTION
                  3.4.

              	
                Redemption
                  of Bonds

              	
                -9-

              
	
                SECTION
                  3.5.

              	
                Security
                  Interests

              	
                -9-

              
	
                SECTION
                  3.6.

              	
                Disbursements

              	
                -9-

              
	
                SECTION
                  3.7.

              	
                Completion

              	
                -10-

              
	
                 

                ARTICLE
                  IV

                 

                LOAN
                  PAYMENTS AND OTHER MATTERS

                 

              
	
                SECTION
                  4.1.

              	
                Loan
                  Payments; Purchase Price Payments

              	
                -11-

              
	
                SECTION
                  4.2.

              	
                Bond
                  Fund

              	
                -11-

              
	
                SECTION
                  4.3.

              	
                Payments
                  to Issuer

              	
                -11-

              
	
                SECTION
                  4.4.

              	
                Payments
                  to Trustee and Remarketing Agent

              	
                -12-

              
	
                SECTION
                  4.5.

              	
                Company's
                  Option to Designate Interest Rate Determination Methods

              	
                -12-

              
	
                SECTION
                  4.6.

              	
                Purchase
                  of Bonds

              	
                -12-

              
	
                SECTION
                  4.7.

              	
                Reimbursement
                  of Bond Insurer Expenses

              	
                -13-

              
	
                SECTION
                  4.8.

              	
                Excess
                  Funds

              	
                -13-

              
	
                SECTION
                  4.9.

              	
                Nature
                  of Obligations of the Company

              	
                -13-

              
	
                SECTION
                  4.10.

              	
                Company
                  Obligations Under the Indenture

              	
                -14-

              


      

       

      
        	
                ARTICLE
                  V

                 

                MAINTENANCE,
                  INSURANCE, MODIFICATIONS AND ABANDONMENT

                 

              
	
                SECTION
                  5.1.

              	
                Maintenance
                  and Insurance

              	
                -15-

              
	
                SECTION
                  5.2.

              	
                Modifications

              	
                -15-

              
	
                SECTION
                  5.3.

              	
                Issuer
                  Relieved from Responsibility to Maintain Project

              	
                -15-

              


      

      
        
           

          
            -i-

            
              

            

          

           

        

      

       

      
        	
                ARTICLE
                  VI

                 

                CASUALTY
                  AND CONDEMNATION

                 

              
	
                SECTION
                  6.1.

              	
                Casualty
                  or Condemnation of the Project

              	
                -16-

              
	
                SECTION
                  6.2.

              	
                Effect
                  of Casualty or Condemnation

              	
                -16-

              
	
                SECTION
                  6.3.

              	
                Cooperation;
                  Sale in Lieu of Condemnation

              	
                -16-

              
	
                 

                ARTICLE
                  VII

                 

                PREPAYMENT
                  OF LOAN PAYMENTS

                 

              
	
                SECTION
                  7.1.

              	
                Prepayment
                  and Payment of Loan

              	
                -17-

              
	
                SECTION
                  7.2.

              	
                Mandatory
                  Acceleration of Loan Payments; Preservation of Tax Status

              	
                -17-

              
	
                 

                ARTICLE
                  VIII

                 

                SPECIAL
                  REPRESENTATIONS AND COVENANTS

                 

              
	
                SECTION
                  8.1.

              	
                Indemnification

              	
                -18-

              
	
                SECTION
                  8.2.

              	
                Representations
                  of the Company

              	
                -19-

              
	
                SECTION
                  8.3.

              	
                Filing

              	
                -19-

              
	
                SECTION
                  8.4.

              	
                Representations
                  and Covenants of the Issuer

              	
                -20-

              
	
                SECTION
                  8.5.

              	
                Removal
                  of Liens

              	
                -20-

              
	
                SECTION
                  8.6.

              	
                Special
                  Covenants

              	
                -20-

              
	
                SECTION
                  8.7.

              	
                Bonds
                  are Limited Obligations

              	
                -20-

              
	
                SECTION
                  8.8.

              	
                Net
                  Agreement

              	
                -21-

              
	
                SECTION
                  8.9.

              	
                No
                  Warranty of the Project

              	
                -21-

              
	
                SECTION
                  8.10.

              	
                Reserved

              	
                -21-

              
	
                SECTION
                  8.11.

              	
                Representations
                  Regarding the Project

              	
                -21-

              
	
                SECTION
                  8.12.

              	
                Tax
                  Representations and Covenants

              	
                -21-

              
	
                SECTION
                  8.13.

              	
                Financial
                  Information

              	
                -24-

              
	
                 

                ARTICLE
                  IX

                 

                ASSIGNMENT

                 

              
	
                SECTION
                  9.1.

              	
                Consolidation,
                  Merger and Assignment by the Company

              	
                -26-

              
	
                SECTION
                  9.2.

              	
                Issuer's
                  Rights of Assignment

              	
                                                              -26-

              
	
                 

                ARTICLE
                  X

                 

                EVENTS
                  OF DEFAULT AND REMEDIES

                 

              
	
                SECTION
                  10.1.

              	
                Enumeration
                  of "Events of Default"

              	
                                                              -27-

              
	
                SECTION
                  10.2.

              	
                Remedies

              	
                                                              -27-

              
	
                SECTION
                  10.3.

              	
                No
                  Remedy Exclusive

              	
                                                              -28-

              
	
                SECTION
                  10.4.

              	
                Agreement
                  to Pay Attorneys' Fees and Expenses

              	
                                                              -28-

              


      

      


      
         

        
          -ii-

          
            

          

        

         

      

      
        	
                 

                ARTICLE
                  XI

                 

                GENERAL

                 

              
	
                SECTION
                  11.1.

              	
                Force
                  Majeure

              	
                                                              -29-

              
	
                SECTION
                  11.2.

              	
                Waiver
                  of Rights

              	
                                                              -29-

              
	
                SECTION
                  11.3.

              	
                Notices

              	
                                                              -29-

              
	
                SECTION
                  11.5.

              	
                Term
                  of Agreement

              	
                                                              -31-

              
	
                SECTION
                  11.6.

              	
                Company's
                  Approval of Indenture

              	
                                                              -31-

              
	
                SECTION
                  11.7.

              	
                Auction
                  Rate Requirement

              	
                                                              -31-

              
	
                SECTION
                  11.8.

              	
                Third
                  Party Beneficiaries

              	
                                                              -31-

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
                EXHIBIT
                  A

              	
                Description
                  of the Project

              	 
	
                EXHIBIT
                  B

              	
                Description
                  of the Site

              	 
	
                EXHIBIT
                  C

              	
                Form
                  of Note

              	 
	
                EXHIBIT
                  D

              	
                Form
                  of Completion Certificate

              	 


      

      


       

      
         

        
          -iii-

          
            

          

        

         

      

    


    Loan
      Agreement

    


    This
Loan
      Agreement
      dated as of November 1, 2007 (together with any amendments or supplements
      hereto, this "Agreement"), is by and between the Rapides Finance
      Authority (the "Issuer"), a public trust and public corporation
      established for public purposes for the benefit of the State of Louisiana (the
      "State") by a certain Trust Indenture dated December 14, 1978, as amended on
      December 9, 1991, December 20, 1994 and April 18, 1995, and created and existing
      under and pursuant to the Louisiana Public Trust Act, being Chapter 2-A of
      Title
      9 of the Louisiana Revised Statutes of 1950, as amended (the "Act"), and
Cleco Power LLC, a Louisiana limited liability company
      (together with any permitted successors or assigns under this Agreement, the
      "Company").

    


    W
      i t n e s s e t h :

     

    WHEREAS,
      Issuer is a public trust and
      public corporation of the State of Louisiana (the "State") created and existing
      pursuant to the provisions of the Act, and is authorized and empowered by the
      Act to issue its revenue bonds and use the funds derived from the sale thereof
      for the purpose of acquiring, constructing, purchasing, equipping, maintaining,
      installing, leasing, subleasing, holding, extending, enlarging, remodeling,
      storing, operating, repairing and administering liquid and solid waste disposal,
      collection, treatment and drainage facilities and services, antipollution and
      air, water, ground and subsurface pollution abatement and control facilities
      and
      activities; and

    


    WHEREAS,
      the Company has requested that
      the Issuer issue its revenue bonds for the purpose of acquiring, constructing
      and installing a plant, equipment and other facilities for use as solid waste
      disposal facilities, recycling facilities, resource recovery facilities or
      industrial sewage and wastewater treatment facilities at the Company's solid
      fuel power plant to be located in Boyce, Rapides Parish, Louisiana (the
      "Project") and paying the costs of issuance of the Bonds, through the issuance
      by the Authority of $60,000,000 aggregate principal amount of Rapides Finance
      Authority Revenue Bonds (Cleco Power LLC Project) Series 2007 (the "Bonds"),
      pursuant to an Indenture of Trust (the "Indenture") between the Issuer and
      The
      Bank of New York Trust Company, N.A., as trustee (the “Trustee”), the proceeds
      of which Bonds are to be loaned to the Company pursuant to this Agreement;
      and

    


    WHEREAS,
      the Issuer has determined,
      based upon representations of the Company, that the issuance of the Bonds to
      finance the cost of the Project will be in furtherance of the public purposes
      of
      the Act; and

    


    WHEREAS,
      the Issuer proposes hereby to
      lend the proceeds of the Bonds to the Company and the Company desires to borrow
      the proceeds of the Bonds upon the terms and conditions set forth herein and
      use
      the proceeds to finance the cost of the acquisition, construction and
      improvement of the Project for the purposes of the Act; and

    


    WHEREAS,
      pursuant to this Agreement,
      the Company will agree to make payments in an amount sufficient to make timely
      payments of principal of, premium, if any, and interest on the Bonds and to
      pay
      such other amounts as are required by this Agreement;

    


    NOW,
      THEREFORE, in consideration of the
      premises and other good and valuable consideration and the mutual benefits,
      covenants and agreements herein expressed, the Issuer and the Company agree
      as
      follows (provided that any obligation of the Issuer created by or arising out
      of
      this Agreement shall not impose a debt or pecuniary liability upon the State
      or
      any political subdivision thereof, or a charge upon the general credit or taxing
      powers of such bodies, but shall be payable solely out of the revenues and
      receipts derived pursuant to this Agreement and, to the extent provided in
      this
      Agreement, out of the proceeds of the 

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    sale
      of
      the Bonds and any temporary investment thereof and any insurance and
      condemnation awards as herein provided).

    
       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

         

        ARTICLE
          I

      

    

    


    DEFINITIONS
      AND INTERPRETATIONS

    


    SECTION
      1.1.           Definitions.  The
      following terms shall have the meanings assigned to them below whenever they
      are
      used in this Agreement, unless the context clearly otherwise
      requires.  Except where the context otherwise requires, words
      imparting the singular number shall include the plural number and vice
      versa.  Capitalized terms used but not otherwise defined herein shall
      have the meanings assigned such terms in the Indenture or in the form of the
      Bonds attached thereto.

    


    "Act"
      means Chapter
      2-A of Title 9 of the Louisiana Revised Statutes of 1950, as amended, and all
      future acts supple­mental thereto and amendatory thereof.

    


    "Affiliate"
      is defined
      in the Indenture.

    


    "Agreement"
      means this
      Loan Agreement dated as of November 1, 2007 between the Issuer and the
      Company.

    


    "Authorized
      Company
      Representative" is defined in the Indenture.

    


    "Authorized
      Issuer
      Representative" is defined in the Indenture.

    


    "Bank"
      is defined in
      the Indenture.

    


    "Bond
      Documents" means
      the Financing Documents and all other agreements, certificates, documents and
      instruments ever delivered in connection with any of the Financing
      Documents.

    


    "Bond
      Fund" is defined
      in the Indenture.

    


    "Bond
      Insurance
      Policy" means the municipal bond new issue insurance policy issued by
      the Bond Insurer that guarantees payment of principal of and interest on the
      Bonds.

    


    "Bond
      Insurer" means
      Financial Guaranty Insurance Company, a New York stock insurance company, or
      any
      successor thereto.

    


    "Bondholder"
      or
"holder" is defined in the Indenture.

    


    "Bonds"
      means the
      bonds defined as such in the recitals of this Agreement, which are issued and
      delivered pursuant to Article II of the Indenture.

        

                   
      "Business
      Day" is defined in the Indenture.

     

           
      "Claims" is defined in Section 8.1 of this Agreement.

    


    "Code"
      means the
      Internal Revenue Code of 1986, as amended, from time to time.  A
      reference to any specific section of the Code shall be deemed also to be a
      reference to the comparable provisions of any enactment that supersedes or
      replaces the Code.

    


    "Communication"
      is
      defined in Section 11.3 of this Agreement.

    


    
      
        
        

      

      
        -3-

        
          

        

      

       

    

    "Company"
      means Cleco
      Power LLC, a Louisiana limited liability company, and its successors and
      assigns.

    


    "Company
      Event of
      Bankruptcy" means (a) an order of relief shall be issued by a United
      States Bankruptcy Court having valid jurisdiction granting the Company relief
      under the provisions of the United States Bankruptcy Code, or any other court
      having valid jurisdiction shall issue an order or decree under applicable
      federal or state law providing for the appointment of a custodian, receiver,
      liquidator, assignee, trustee, sequestrator (or other similar official) of
      the
      Company or of any substantial part of its property, or ordering the winding
      up
      or liquidation of its affairs, and the continuance of any such decree or order
      unstayed and in effect for a period of sixty (60) consecutive days; or (b)
      the
      Company shall have consented to the institution of proceedings in bankruptcy
      against it, or the Company shall have consented to the institution of any
      proceeding against it under any federal or state insolvency laws, or the Company
      shall have consented to the filing of any petition, application or complaint
      seeking the appointment of a custodian, receiver, liquidator, assignee, trustee,
      sequestrator (or other similar official) of the Company or of any substantial
      part of its property, or the Company shall have made an assignment for the
      benefit of creditors, or the Company shall admit in writing its inability to
      pay
      its debts as they become due.

    


    "Completion
      Date"
      means the date the Project has been completed and placed in
      service.

    


    "Computation
      Date"
      means any date selected by the Company pursuant to Section 1.148-3(e) of the
      Regulations.

    


    "Construction
      Fund" is
      defined in the Indenture.

    


    "Event
      of Default" or
"Default" is defined in Section 10.1 of this
      Agreement.

    


    "Final
      Computation
      Date" means the last date on which Bonds are outstanding.

    


    "Final
      Payment Date"
      means the date on which all amounts of Proceeds payable with respect to the
      acquisition and construction of the Project have been requisitioned or
      transferred from the Construction Fund.

    


    "Financing
      Documents"
      means this Agreement, the Bonds, the Indenture, the Note, the Remarketing
      Agreement, the Reimbursement Agreement and the Pledge and Security
      Agreement.

    


    "Force
      Majeure" is
      defined in Section 11.1 of this Agreement.

    


    “Gross
      Proceeds" means
      any Proceeds of the Bonds and any Replacement Proceeds for the
      Bonds.

    


    "Indemnified
      Parties"
      means the Issuer, the Trustee, the Paying Agent, and any of their respective
      officers, directors, members, trustees, commissioners, attorneys, employees,
      agents, servants and any other person acting for or on behalf of the Issuer,
      the
      Trustee or the Paying Agent.

    


    "Indenture"
      means that
      certain Indenture of Trust by and between the Issuer and the Trustee dated
      as of
      the date of this Agreement, together with any amendments or supplements
      thereto.

    


    "Inducement
      Date"
      means November 10, 2005.

    


    "Interest
      Payment
      Date" means each date upon which an interest payment on the Bonds
      becomes due and payable under the Indenture.

     

    
      
         

        
          
            
            

          

          
            -4-

            
              

            

          

          
            
            

          

           

                 
"Investment Proceeds" means any amounts actually or
            constructively
            received from investing Proceeds of the Bonds.

        

      

    

     

           
      "Issuance Costs" means costs incurred by or on behalf of the Company in
      connection with the making of the Loan by the Issuer to the
      Company.  The parties hereby express their understanding and agreement
      that the sole purpose for the issuance of the Bonds is to enable the making
      of
      the Loan to the Company in order to effect the public purposes of the Act and
      that all costs incurred in connection with the issuance of the Bonds are
      incurred incident to the making of such Loan at the request and for the benefit
      of the Company and, therefore, are properly chargeable as costs incurred by
      or
      on behalf of the Company; therefore, such costs include, among others, payment
      of financial, legal, accounting and appraisal fees, expenses and disbursements,
      the Issuer's fees and expenses attributable to the issuance of the Bonds, the
      fee of the State Bond Commission, the cost of printing, engraving and
      reproduction services, Rating Service fees, legal fees and expenses for Bond
      Counsel, counsel to the Bank, counsel to the Underwriter, Issuer's counsel
      and
      Trustee's counsel, the initial or acceptance fee of the Trustee, the premium
      of
      the Bond Insurer, the fees and disbursements of the Trustee payable in
      accordance with the Indenture prior to the Completion Date and all other fees,
      charges and expenses incurred in connection with the issuance of the Bonds
      (including all costs, fees, expenses and other amounts (other than interest,
      principal or prepayment premiums on the Bonds) which may be payable by the
      Company or the Issuer under any bond purchase agreement or agreements pursuant
      to which the Bonds are sold) and the preparation and filing or recording of
      any
      Bond Document.

    


     

        "Issue
      Date" is defined in the Indenture.

    


    "Issue
      Price" means
      "issue price" as defined in section 1.148-1(b) of the Regulations and,
      generally, is the first price at which a substantial number of Bonds is sold
      to
      persons other than bond houses, brokers or similar persons or organizations
      acting in the capacity of underwriters, placement agents or
      wholesalers.

    


    "Issuer"
      means the
      Rapides Finance Authority, and its successors and assigns.

    


    "Loan"
      means the loan
      made by the Issuer to the Company under this Agreement.

    


    "Loan
      Payments" means
      the payments to be made by the Company pursuant to Section 4.1(a) of this
      Agreement.

    


    "Losses"
      is defined in
      Section 8.1 of this Agreement.

    


    "Nonpurpose
      Investment" means an investment described in section 1.148-1(b) of the
      Regulations as a nonpurpose investment.

    


    "Note"
      means the note
      issued by the Company to the Issuer evidencing the Loan made on behalf of the
      Issuer to the Company under this Agreement, substantially in the form of the
      note attached hereto as Exhibit C.

    


    "Opinion
      of
      Counsel" means
      an opinion or
      opinions in writing, signed by legal counsel who, unless otherwise specified,
      may be counsel to the Company, the Trustee or the Issuer.  As to any
      factual matters involved in an opinion of counsel, such counsel may rely, to
      the
      extent that they deem such reliance proper, upon a certificate or certificates
      setting forth such matters which have been signed by an official, officer,
      general partner or authorized representative of a particular governmental
      authority, corporation, firm or other person or entity.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    


    
       

             
        "Outstanding" when used with respect to the Bonds has the same meaning
        as that specified in the Indenture.

    

    


           
      "Paying Agent" is defined in the Indenture.

        

       
"Person"
      is defined in the Indenture.

     

           
      "Plans and Specifications" means the plans and specifications prepared
      for the Project, as the same may be implemented and detailed from time to time
      and as the same may be revised from time to time in accordance with this
      Agreement, a copy of which is on file with the Company.\

     

                   
      "Principal Office" is defined in the definitions of Trustee, Paying
      Agent, and Remarketing Agent in the Indenture.

    


    "Proceeds"
      means any
      Sale Proceeds and any Investment Proceeds of the Bonds.

    


    "Project"
      means the
      property and improvements described as such in
Exhibit A.

    


    "Project
      Costs" means
      the cost of acquisition, construction, reconstruction, improvement and expansion
      of the Project, including the cost of the acquisition of all land,
      rights-of-way, property rights, easements and interests, the cost of all
      machinery and equipment, financing charges, inventory, raw materials and other
      supplies, research and development costs, interest prior to and during
      construction and for one year after completion of construction whether or not
      capitalized, necessary reserve funds, cost of estimates and of engineering
      and
      legal services, plans, specifications, surveys, estimates of cost and of
      revenue, other expenses necessary or incident to determining the feasibility
      and
      practicability of acquiring, constructing, reconstructing, improving and
      expanding the Project, administrative expense and such other expense as may
      be
      necessary or incident to the acquisition, construction, reconstruction,
      improvement and expansion thereof, the placing of the same in operation and
      the
      financing or refinancing of the Project, including the refunding of any
      outstanding obligations, mortgages or advances issued, made or given by any
      person for any of the aforementioned costs, and any other cost permitted to
      be
      paid out of proceeds of the Bonds by the Act; provided, however, that Issuance
      Costs are not Project Costs.

    


    "Purchase
      Price
      Payments" means the payments to be made by the Company pursuant to
      Section 4.1(b) of this Agreement.

    


    "Qualifying
      Costs"
      means the Project Costs that were paid or incurred after the Inducement Date
      and
      that are incurred for those parts of the Project that constitute "solid waste
      disposal facilities" within the meaning of section 142(a)(6) of the Code and
      facilities functionally related and subordinate thereto within the meaning
      of
      sections 1.103-8(a)(3) of the Regulations, and which for federal income tax
      purposes are chargeable to the capital account(s) of such items of property
      included in the Project or would be so chargeable either with a proper election
      or but for a proper election to deduct such Project Costs.

    


    "Rebate
      Amount" means
      that amount computed in accordance with section 148(f) of the Code and section
      1.148-3(b) and 1.148-3(c) of the Regulations as of any Computation Date within
      the meaning of section 1.148-3(e) of the Regulations.

    


    "Rebate
      Fund" is
      defined in the Indenture.

    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    "Regulations"
      means
      the applicable proposed, temporary or final Income Tax Regulations promulgated
      under the Code, or, to the extent applicable to the Code, under the Internal
      Revenue Code of 1986, as such regulations may be amended or supplemented from
      time to time.

    


    "Remarketing
      Agent"
      means Goldman, Sachs & Co.

    


    "Replacement
      Proceeds"
      means any amounts described in section 1.148-1(c) of the
      Regulations.

    


    "Sale
      Proceeds" means,
      with respect to the Bonds, any amounts actually or constructively received
      from
      the sale (or other disposition) of any Bond that is part of the issue, including
      amounts used to pay underwriters' discount or compensation and accrued interest
      other than pre-issuance accrued interest.

    


    "Site"
      means the tract
      of land which is described in Exhibit B
      hereto.

    


    "State"
      means the
      State of Louisiana.

    


    "Stated
      Maturity" when
      used with respect to the Bonds or any installment of interest thereon means
      any
      date specified therein as the fixed date on which the principal of the Bonds
      or
      any installment thereof or the fixed date on which such installment of interest
      thereon is due and payable.

    


    "Trustee"
      means The
      Bank of New York Trust Company, N.A., serving as trustee pursuant to the
      Indenture, and any successor trustee.

    


    "Unassigned
      Rights"
      means the rights of the Issuer under Sections 4.3, 8.1 and 10.4 this Agreement
      and the right to receive notices hereunder.

    


    "Yield"
      means the
      yield as determined in accordance with section 148(h) of the Code, and
      generally, is the yield which when used in computing the present worth of all
      payments of principal and interest to be paid on an obligation produces an
      amount equal to the Issue Price of such obligation.

    


    SECTION
      1.2.            Interpretations
      .  The table of contents and article and section headings of this
      Agreement are for reference purposes only and shall not affect its
      interpretation in any respect.


    
      
        
        

      

      
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    ARTICLE
      II

    


    ACQUISITION
      AND CONSTRUCTION OF THE PROJECT

    


    SECTION
      2.1.            Acquisition
      and Construction of the Project .  The Company agrees to cause the
      Project to be acquired, constructed and installed on the Site substantially
      in
      accordance with the Plans and Specifications.  The Company agrees to
      pay all Project Costs which are not or cannot be paid or reimbursed from the
      proceeds of the Bonds.

    


    Anything
      in this Agreement to the
      contrary notwithstanding, the Company shall not be obligated to complete the
      acquisition, construction and installation of the Project or any part thereof
      upon (i) acceleration of the payment of all amounts to be paid by the Company
      pursuant to the provisions of Article VII hereof and (ii) the making of any
      such
      payment in the amount required by, and in accordance with the terms of, this
      Agreement.

    


    SECTION
      2.2.            Completion
      .  There shall be no diminution in or postponement of the payments
      required in Section 4.1 hereof or any other payment required under this
      Agreement to be paid by the Company because of any delay in the completion
      of
      the Project.


    
      
        
        

      

      
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    ARTICLE
      III

    


    SALE
      OF THE BONDS; LOAN

    DISPOSITION
      OF LOAN PROCEEDS

     

                   
      SECTION
      3.1.           Issuance
      of the Bonds .  The Issuer agrees that immediately following the
      delivery of this Agreement, it will execute and deliver the Indenture and issue,
      sell and deliver the Bonds in the aggregate principal amount specified by the
      Company.  The Bonds shall be limited obligations of the Issuer and
      shall be payable by the Issuer solely out of the Revenues derived from or in
      connection with the Note and this Agreement.  The Bonds shall never be
      payable out of any other funds of the Issuer except such
      Revenues.  The Company agrees to pay all Issuance Costs not otherwise
      paid from the Construction Fund in accordance with Section 3.6(b), promptly
      following demand therefor (including without limitation all out-of-pocket
      expenses and costs of issuance reasonably incurred by the Issuer in connection
      with the issuance of the Bonds), and to make such payments in compliance with
      Section 8.12 of this Agreement.

    


    SECTION
      3.2.           Loan
      .  The proceeds of the sale of the Bonds which are deposited into the
      Construction Fund pursuant to Section 6.2 of the Indenture are hereby lent
      by
      the Issuer to the Company.  The Loan shall be evidenced by the
      Company's creation and issuance of the Note, dated as of the date of the Bonds
      and payable to the order of the Issuer.

    


    SECTION
      3.3.           Investment
      of Fund Moneys .  The Issuer hereby authorizes the Company to
      prepare and provide instructions to the Trustee as to the investment and
      reinvestment of moneys held as part of any fund under the Indenture ("Fund"),
      subject to the limitations specified in the Indenture.

    


    SECTION
      3.4.           Redemption
      of Bonds .  The Issuer agrees that, at the request at any time of
      the Company and if permitted by the Indenture, it will, at its option, forthwith
      take all steps that may be necessary under the applicable redemption provisions
      of the Indenture to effect redemption of all or part of the then outstanding
      Bonds, as may be specified by the Company, on the redemption date designated
      by
      the Company and on which such redemption may be made under such applicable
      provisions, and if for any reason the Issuer shall fail promptly to take such
      steps upon the request of the Company, the Company may, to the extent permitted
      by law, take such steps on behalf and in the name of the Issuer.

    


    SECTION
      3.5.            Security
      Interests .  The Company acknowledges and consents to the Issuer's
      grant of security interest to the Trustee in all amounts at any time deposited
      in any Fund established under the Indenture (other than the Rebate Fund),
      including all investments and reinvestments made with such amounts and the
      proceeds thereof.  The Company hereby authorizes and directs the
      Trustee to hold such amounts, investments, reinvestments and proceeds, and
      to
      invest and disburse such amounts and proceeds in accordance with the Indenture
      and this Agreement.  The Company shall not direct the Trustee to make
      any investments or reinvestments other than those permitted by law, the
      Indenture and this Agreement.

    


    SECTION
      3.6.           Disbursements
      .  (a)  Except as provided in the Indenture in case of
      acceleration of maturity of the Bonds, the Trustee shall disburse the money
      in
      the Construction Fund in accordance with this Section.

    


    (b)
      The Trustee shall disburse (or
      transfer to the Bond Fund) amounts in the Construction Fund to pay Project
      Costs
      with respect to the Project or Issuance Costs upon receipt of a Disbursement
      Request in substantially the form of Exhibit B to the Indenture signed by an
      Authorized Company Representative stating: (i) the requisition number, amount
      to
      be paid, the name of the Person to whom payment is to be made and a Project
      Costs description; (ii) that there has been expended, or is being expended
      concurrently with the delivery of such certificate (or in the case of interest
      which the Trustee is directed to transfer to the Bond 

     

    
      
        
          
          

        

        
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        Fund after the Completion Date, will be expended within one year following
          the Completion Date), an amount on account of Project Costs or Issuance
          Costs at
          least equal to the amount set forth in such certificate; (iii) that no
          other
          certificate in respect of such expenditure is being or previously has been
          delivered to the Trustee; (iv) that at least 95% of the total of all amounts
          previously disbursed plus the amount requested by such certificate to be
          disbursed from the Construction Fund have been and will be used to pay
          Qualifying Costs of the Project; and (v) the sum of the amount of such
          requisition in respect of Issuance Costs, if any, plus amounts previously
          paid
          for Issuance Costs, does not exceed 2% of the amount of the Sale
          Proceeds.

      

    

    


    (c)
      Concurrently with the delivery of
      the certificate required under Section 3.7 of this Agreement, the Company shall
      direct the Trustee in writing to transfer any amounts then on deposit in the
      Construction Fund (other than the retainage described in clause (iii) of Section
      3.7 if the Final Payment Date has not occurred) to the Bond Fund to be used
      (i)
      to redeem Bonds pursuant to Article X of the Indenture on the first date the
      Bonds are subject to redemption at a price of par plus accrued interest or
      (ii)
      to purchase Bonds on the open market for cancellation.

    


    SECTION
      3.4.            Completion
      .  Immediately after the Completion Date (and immediately after the
      Final Payment Date if such dates are not the same), and after requesting
      pursuant to Section 3.6 any amounts then permitted to be disbursed thereunder,
      the Company shall deliver to the Trustee a certificate (the "Completion
      Certificate") in substantially the form of Exhibit D hereto signed by an
      Authorized Company Representative certifying:  (i) as appropriate, (A)
      that as of the Completion Date specified in the certificate the Project has
      been
      completed and placed in service, or (B) that the Final Payment Date has
      occurred; (ii) the amount of Proceeds expended for Qualifying Costs, for Project
      Costs that were not Qualifying Costs and for Issuance Costs; and (iii) if such
      certificate is delivered prior to the Final Payment Date, the amount which
      the
      Trustee is to retain in the Construction Fund for payment of amounts then
      subject to dispute or not then due.


    
       

      
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    ARTICLE
      IV

    


    LOAN
      PAYMENTS AND OTHER MATTERS

    


    SECTION
      4.1.           Loan
      Payments; Purchase Price Payments .  (a)  To repay the
      Loan evidenced by the Note, the Company shall make or cause to be made Loan
      Payments in installments, so as to provide amounts for the timely payment of
      the
      principal of, premium, if any, and interest on the Bonds in the amounts and
      at
      or before the opening of business on the dates as follows: (i) on each Interest
      Payment Date, an aggregate amount equal to the sum of (x) the accrued interest
      coming due on such date on all outstanding Bonds, plus (y) the principal amount
      of all outstanding Bonds maturing on such date; (ii) on each date on which
      any
      of the Bonds are to be redeemed, the principal amount of, and premium, if any,
      and interest (including interest accrued or to be accrued to such date) on
      the
      Bonds to be redeemed on such date in accordance with the provisions of the
      Indenture; and (iii) on any date on which all the Bonds shall be declared to
      be
      and shall become due and payable prior to their Stated Maturity pursuant to
      the
      provisions of the Indenture, the aggregate amount of principal, premium, if
      any,
      and interest so becoming due and payable on all the Bonds in accordance with
      the
      terms of the Indenture.  Any amount in cash held in or concurrently
      paid to the Bond Fund or otherwise held by the Trustee which may, pursuant
      to
      the provisions of the Indenture, be applied to the payment of the principal
      of
      and interest and premium, if any, on the Bonds and which is in excess of the
      amount, if any, required for payment of any past due principal of (whether
      by
      maturity or redemption) and premium, if any, on any Bonds theretofore matured
      or
      called for redemption and any past due interest, if any, on the Bonds shall
      be
      credited against the installment of the Loan Payments then required to be made
      by the Company.  If on any date of payment referred to in clause (i),
      (ii) or (iii) of this Section 4.1(a), the amount in cash held in the Bond Fund
      or otherwise held by the Trustee and available in accordance with the provisions
      of the Indenture for the payment of the principal of and interest and premium,
      if any, on the Bonds shall not be sufficient to pay all principal, interest
      and
      premium, if any, then due or overdue, the Company forthwith shall also pay
      the
      amount of such deficiency on such date to the Trustee in immediately available
      funds.

    


    (b)
      The Company will pay to the Paying
      Agent for deposit in the Bond Purchase Fund, on or before 2:30 p.m., New York
      City time, on each day on which a payment of purchase price of a Bond which
      has
      been tendered for optional or mandatory purchase shall become due, an amount
      which, together with other moneys held by the Paying Agent under the Indenture
      and available therefor, will enable the Paying Agent to make such payment in
      full in a timely manner.

    


    SECTION
      4.2.           Bond
      Fund .  The Company shall pay the Loan Payments required of it
      under this Agreement by remitting or causing to be remitted the same directly
      to
      the Trustee for deposit in the Bond Fund which is to be established under the
      Indenture and administered by the Trustee as provided in the
      Indenture.

    


    SECTION
      4.3.            Payments
      to Issuer .  Out of money from the proceeds from the sale and
      delivery of the Bonds or out of funds provided by the Company, there shall
      be
      paid (i) all of the Issuer's reasonable actual out-of-pocket expenses and
      Issuance Costs in connection with the Bonds, and (ii) on the Issue Date, an
      issuance fee in the amount of $15,000.  The Company agrees to make
      administrative payments directly to the Issuer on June 1 of each year in an
      amount equal to 1/10th of 1% of the outstanding Bonds on January 1 of each
      year,
      if billed by the Issuer.  The administrative payments shall be used
      for the purpose of paying administrative and related costs of the Issuer, but
      shall not include Trustee fees or expenses incurred by the Issuer in enforcing
      the provisions of this Agreement.  The Issuer agrees that it will bill
      the Company by March 15 of each year if it imposes such administrative payments
      for such year, and such bill shall advise the Company of the amount that is
      to
      be paid (not to exceed 1/10 of 1% per annum), the date on which payment is
      due,
      and where such payment is to be remitted.  In the event the Company
      should fail to pay such 

     

    
       

      
        
          
          

        

        
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        administrative expenses then due, the payment shall continue as an
          obligation of the Company until the amount shall have been fully paid,
          and the
          Company agrees to pay the same with interest thereon (to the extent legally
          enforceable) at a rate per annum equal to the interest rate in effect from
          time
          to time on the Bonds, until paid.

      

    

    


    SECTION
      4.4.           Payments
      to Trustee and Remarketing Agent .  (a)  The Company
      agrees to pay (i) the initial acceptance fee of the Trustee and reasonable
      costs
      and expenses incurred by the Trustee in entering into and executing the
      Indenture and (ii) until the principal of, premium, if any, and interest on
      the
      Bonds shall have been fully paid or provision for the payment thereof shall
      have
      been made in accordance with the provisions of the Indenture, (A) an amount
      equal to the annual fee of the Trustee for the ordinary services of the Trustee,
      as trustee, rendered and its reasonable ordinary expenses incurred under the
      Indenture, including reasonable attorneys fees and expenses, as and when the
      same become due, (B) the fees, charges and expenses of the Trustee, as bond
      registrar and as Paying Agent, and any other bond registrar or Paying Agent
      on
      the Bonds, as and when the same become due, (C) the reasonable fees, charges
      and
      expenses of the Trustee for the necessary extraordinary services rendered by
      it
      and extraordinary expenses incurred by it under the Indenture or this Agreement,
      as and when the same become due, including reasonable attorneys fees and
      expenses, (D) the reasonable fees and expenses of any co-trustee appointed
      under
      the Indenture, and (E) the cost of printing any Bonds required to be furnished
      by the Issuer.  In the event the Company should fail to make any of
      the payments required in this Section 4.4, the item or installments shall accrue
      interest at the prime rate of the Trustee (or its primary banking affiliate)
      and
      shall continue as an obligation of the Company until the amount shall have
      been
      fully paid.

    


    (b)
      The Company agrees to pay to the
      Remarketing Agent as set forth in the Remarketing Agreement, until the principal
      of, premium, if any, and interest on the Bonds shall have been fully paid or
      provision for the payment thereof shall have been made in accordance with the
      provisions of the Indenture and provided that they are providing services as
      Remarketing Agent, (i) an amount equal to the reasonable annual fee of the
      Remarketing Agent for the ordinary services of the Remarketing Agent rendered
      and its reasonable ordinary expenses incurred under the Indenture and the
      Remarketing Agreement, as and when the same become due, and (ii) the reasonable
      fees, charges and expenses of the Remarketing Agent for the necessary
      extraordinary services rendered by it and extraordinary expenses incurred by
      it
      under the Indenture and the Remarketing Agreement, as and when the same become
      due, including reasonable attorneys fees.  In the event the Company
      shall fail to make any of the payments required in this Section, the item or
      installments shall continue as an obligation of the Company until the amount
      shall have been fully paid.

    


    SECTION
      4.5.            Company's
      Option to Designate Interest Rate Determination Methods .  The
      Company is hereby granted the option to designate from time to time changes
      in
      interest rate determination methods in the manner and to the extent set forth
      in
      Section 3.3 of the Indenture.  In the event the Company elects to
      exercise any such option, the Company agrees that it shall cause notices of
      changes in interest rate determination methods to be given to the Issuer, the
      Trustee, the Bank, if any, the Bond Insurer and the Remarketing Agent in
      accordance with Section 3.3(b) of the Indenture.

    


    SECTION
      4.6.           Purchase
      of Bonds .  (a)  The Company shall cause the necessary
      arrangements to be made and to be thereafter continued whereby owners from
      time
      to time of the Bonds may deliver Bonds for purchase and whereby such Bonds
      shall
      be so purchased.  In furtherance of the foregoing covenant of the
      Company, the Issuer, at the direction of the Company, has set forth in Article
      V
      of the Indenture the terms and conditions relating to the delivery of Bonds
      by
      the registered holders thereof to the Remarketing Agent for purchase and has
      set
      forth in the Indenture or the Remarketing Agreement the duties and
      responsibilities of the Remarketing Agent with respect to the purchase and
      remarketing of Bonds.  The Company hereby authorizes and directs the
      Remarketing Agent to purchase, offer, sell, and deliver Bonds in accordance
      with
      the provisions of Article V of the Indenture.

     

    
      
        
        

      

      
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            Without
        limiting the generality
        of the foregoing covenant of the Company, the Company covenants, for the
        benefit
        of the owners of the Bonds, to pay, or cause to be paid, to the Trustee such
        amounts as shall be necessary to enable the Paying Agent to pay the Purchase
        Price of the Bonds delivered to it for purchase or deemed delivered for
        purchase, all as more particularly described, in the Indenture; provided,
        however, that the obligation of the Company to make, or cause to be made,
        any
        such payment hereunder shall be satisfied only, in order of priority, first,
        by
        funds received by the Paying Agent from the remarketing of the Bonds by the
        Remarketing Agent, second, in the event sufficient funds are not available
        from
        such remarketing, from draws upon the Credit Facility, if any, and third,
        from
        funds provided by the Company.

    

    


    (b)
      The Issuer shall have no obligation
      or responsibility, financial or otherwise, with respect to the purchase of
      Bonds
      or the making or continuation of arrangements therefor other than as expressly
      set forth in subsection (a) of this Section 4.6, except that the Issuer shall
      generally cooperate with the Company and the Remarketing Agent as contemplated
      by the Indenture.

    


    SECTION
      4.7.           Reimbursement
      of Bond Insurer Expenses .  The Company shall pay or reimburse the
      Bond Insurer for any and all charges, fees, costs, and expenses that the Bond
      Insurer may reasonably pay or incur in connection with the following: (i) the
      administration, enforcement, defense, or preservation of any rights or security
      hereunder or under any other transaction document; (ii) the pursuit of any
      remedies hereunder, under any other transaction document, or otherwise afforded
      by law or equity; (iii) any amendment, waiver, or other action with respect
      to
      or related to this Agreement or any other transaction document whether or not
      executed or completed; (iv) the violation by the Company of any law, rule,
      or
      regulation or any judgment, order or decree applicable to it; (v) any advances
      or payments made by the Bond Insurer to cure defaults of the Company under
      the
      transaction documents; or (vi) any litigation or other dispute in connection
      with this Agreement, any other transaction document, or the transactions
      contemplated hereby or thereby, other than amounts resulting from the failure
      of
      the Bond Insurer to honor its payment obligations under the Bond Insurance
      Policy.  The Bond Insurer reserves the right to charge a reasonable
      fee as a condition to executing any amendment, waiver, or consent proposed
      in
      respect of the Indenture, this Agreement or any other transaction
      document.  The obligations of the Company to the Bond Insurer shall
      survive discharge and termination of the Indenture and this
      Agreement.

    


    SECTION
      4.8.           Excess
      Funds .  After all of the Bonds have been retired and all interest
      and applicable premiums, if any, due thereon have been paid or provision for
      such retirement and payment has been made, and all compensation and expenses
      of
      the Trustee and any Paying Agent have been paid as set forth in any of the
      Financing Documents or provision for such payment has been made, any excess
      moneys remaining in the Bond Fund and the Construction Fund shall forthwith
      be
      paid by the Trustee to the Company in the manner prescribed respectively, by
      Sections 6.4 and 7.4 of the Indenture.

    


    SECTION
      4.9.           Nature
      of Obligations of the Company .  Until all of the Bonds shall be
      deemed to have been paid within the meaning of Section 17.1 of the Indenture,
      the obligations of the Company to pay the Loan Payments and Purchase Price
      Payments as provided in this Agreement and to make or cause to be made all
      other
      payments required herein shall be absolute and unconditional, irrespective
      of
      any rights of set-off, recoupment or counterclaim the Company might otherwise
      have against the Issuer, the Trustee or any other Person or Persons, and the
      Company will not suspend or discontinue any such payment or (except in
      accordance with Article VII of this Agreement) terminate this Agreement for
      any
      cause including, without limiting the generality of the foregoing, any event
      constituting force majeure, any acts or circumstances that may constitute an
      eviction or constructive eviction, failure of consideration, failure of title,
      or commercial frustration of purpose, or any damage to or destruction of all
      or
      part of the Project, or the failure to obtain any permit or order from any
      governmental agency which is required to be obtained in connection with the
      operation of the Project or the taking or condemnation of title to or the use
      or
      possession of all or any part 

     

    
      
        
          
          

        

        
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        of the Project, or any change in the laws of the United States, or
          any
          state, or any political subdivision thereof, or any failure of the Issuer
          to
          perform and observe any agreement or covenant, whether express or implied,
          or to
          discharge any duty, liability or obligation arising out of or connected
          with
          this Agreement or any other agreement between the Company and the
          Issuer.  The preceding sentence shall not be construed to release the
          Issuer from the performance of any of its obligations contained in this
          Agreement, or except to the extent provided in this Section, prevent or
          restrict
          the Company from asserting any rights which it may have against the Issuer,
          the
          Trustee or any other persons under this Agreement or under any provision
          of law
          or prevent or restrict the Company, at its own cost and expense, from
          prosecuting or defending any action or proceeding against or by third parties
          or
          taking any other action to secure or protect its rights of purchase,
          acquisition, possession and use of the Project and its rights under this
          Agreement.

      

    

    


    SECTION
      4.10.         Company Obligations
      Under the Indenture .  The Company agrees that it will perform all
      obligations imposed on the Company under the Indenture.


    
      
      

    

    
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    ARTICLE
      V

    


    MAINTENANCE,
      INSURANCE, MODIFICATIONS AND ABANDONMENT

     

                   
      SECTION 5.1.          
Maintenance and Insurance .  Subject to the other provisions of
      this Agreement, the Company shall not be required to maintain, repair or replace
      any portion of the Project, but may from time to time do any and all of the
      foregoing as it, in its sole discretion, shall deem appropriate.  The
      Company shall provide (including through self-insurance) for such insurance
      coverage including assumption of the risk of damage or destruction as is
      customarily carried by Persons engaged in the same business as and having the
      financial capability of the Company with respect to operating facilities like
      the facilities that comprise the Project.

    


    SECTION
      5.2.           Modifications
      .  Subject to the provisions of Sections 8.11 and 8.12 of this
      Agreement, the Company shall have the right to remodel or alter the Project,
      make substitutions, additions and improvements thereto and abandon or remove
      any
      part thereof, all as the Company, in its sole discretion, may deem to be
      desirable.

    


    SECTION
      5.3.           Issuer
      Relieved from Responsibility to Maintain Project .  The Company
      and the Issuer hereby expressly acknowledge and agree that the Issuer is under
      no responsibility to maintain, operate or repair the Project and the Company
      expressly relieves the Issuer from any such responsibility.


    
      
      

    

    
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    ARTICLE
      VI 

     

    CASUALTY
      AND CONDEMNATION  

     

       
SECTION
      6.1.           Casualty or
      Condemnation of the Project .  If (a) any material damage or
      destruction of the Project or any portion thereof shall occur or (b) title
      to or
      the temporary use of any portion of the Project shall be taken in any
      condemnation proceedings or by the exercise of the power of eminent domain
      by
      any governmental body or by any person acting under governmental authority,
      the
      Company shall (i) in its sole judgment, restore or not restore the Project
      or
      portions thereof so damaged, destroyed or condemned, (ii) be entitled to dispose
      of the proceeds of any such insurance or condemnation awards in any manner
      it
      deems proper, and (iii) not be obligated to notify the Issuer with respect
      to
      such actions.

    


    SECTION
      6.2.           Effect
      of Casualty or Condemnation .  The occurrence of a casualty or
      condemnation shall not entitle the Company to any abatement, postponement or
      reduction in the amount of the Loan Payments or Purchase Price Payments payable
      under this Agreement and the Company hereby waives the benefits and provisions
      of all laws and rights which, by reason of the casualty or condemnation, might
      relieve the Company from any of its obligations under this
      Agreement.

    


    SECTION
      6.3.           Cooperation;
      Sale in Lieu of Condemnation .  The Issuer agrees that, if and to
      the extent that the Company may request, it will cooperate with the Company
      at
      the expense of the Company in all matters relating to any casualty to or
      condemnation of all or any part of the Project and to this end the Issuer hereby
      authorizes the Company to take any and all action, in its own name or in the
      name of the Issuer as the Company may elect, which the Issuer could take in
      respect of such matters.


    
      
      

    

    
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    ARTICLE
      VII

    


    PREPAYMENT
      OF LOAN PAYMENTS

    


    SECTION
      7.1.           Prepayment
      and Payment of Loan .  The Company may at any time deliver moneys
      and/or Governmental Obligations to the Trustee with instructions to the Trustee
      to hold such moneys and/or Governmental Obligations in the special segregated
      fund referred to in Section 17.1 of the Indenture in connection with a discharge
      of the Indenture.

    


    No
      payment of or on account of the Loan Payments need be made during the term
      of
      this Agreement or thereafter when and so long as the amount in the Bond Fund,
      together with any other amounts then held by the Trustee and available for
      the
      purpose, is sufficient to retire all of the Bonds then outstanding in accordance
      with the Indenture, including any applicable redemption premium on such Bonds
      and the amount of interest due and thereafter to become due on the Bonds on
      and
      prior to such retirement.  However, if, subsequent to a date on which
      the Company is not obligated to pay the Loan Payments or any installment thereof
      pursuant to the preceding sentence, losses (net of gains) shall be incurred
      in
      respect of the investments in the Bond Fund and such net losses or any other
      event shall have reduced the amounts in the Bond Fund, together with any other
      amounts then held by the Trustee and available for the purpose, below the amount
      sufficient at the time of such occurrence or other event to redeem or pay,
      in
      accordance with the provisions of the Indenture, on the next date on which
      redemption or payment is to be effected, the principal amount of the Bonds,
      and
      the amount of interest and premium, if any, due or to become due on the Bonds
      on
      and prior to such redemption or payment, the Trustee shall notify the Company
      of
      such fact and thereafter, the Company, as and when required for purposes of
      such
      Bond Fund, shall pay to the Trustee for deposit in the Bond Fund the amount
      of
      any such reduction below such sufficient amount.

    


    SECTION
      7.2.           Mandatory
      Acceleration of Loan Payments; Preservation of Tax Status .  The
      Company covenants that it will not take any action or omit to take any action
      required under this Agreement, the Code and the Regulations, as applicable,
      which act or omission will cause the interest paid on the Bonds to become
      includable in the gross income of the holders thereof for federal income tax
      purposes.  The payment of the Loan Payments shall be accelerated, in
      whole or in part, upon the mandatory redemption of the Bonds as provided in
      Section 10.1(b) of the Indenture.

    


    The
      provisions of this Section 7.2
      shall be deemed a separate and independent covenant for the benefit of the
      holders of the Bonds.  Acceleration pursuant to this Section 7.2 shall
      not limit or discharge any remaining obligations which the Company may
      have.


    
      
      

    

    
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    ARTICLE
      VIII

    


    SPECIAL
      REPRESENTATIONS AND COVENANTS

    


    SECTION
      8.1.           Indemnification
      .  The Company agrees that it will at all times indemnify and hold
      harmless each of the Indemnified Parties against any and all losses, costs,
      damages, expenses and liabilities (collectively herein called "Losses") of
      whatsoever nature (including but not limited to reasonable attorney's fees
      and
      expenses, the reasonable allocated costs and expenses of in-house counsel,
      litigation and court costs, amounts paid in settlement and amounts paid to
      discharge judgments) directly or indirectly resulting from, arising out of,
      or
      related to one or more Claims, as hereinafter defined, even if such Losses
      or
      Claims, or both, directly or indirectly result from, arise out of or relate
      to
      or are asserted to have resulted from, arisen out of, or related to, in whole
      or
      in part, one or more negligent or grossly negligent acts or omissions of the
      Indemnified Parties (except for the Trustee and the Paying Agent, which will
      be
      liable for their own negligent and grossly negligent acts and omissions unless
      the Trustee or Paying Agent was acting in accordance with a direction upon
      which
      it is entitled to rely under the Financing Documents, in which event this
      exception shall not apply) in connection with the issuance of the Bonds, arising
      out of or in connection with the execution and performance of the Financing
      Documents, or in connection with the Project.  The term "Claims" as
      used herein shall mean all claims, lawsuits, Internal Revenue Service audits
      in
      connection with the Bonds, causes of action and other legal actions and
      proceedings of whatsoever nature, including but not limited to claims, lawsuits,
      causes of action and other legal actions and proceedings, involving bodily
      or
      personal injury or death of any person or damage to any property (including
      but
      not limited to persons employed by the Issuer, the Trustee, the Company, the
      Paying Agent or any other Person and all property owned or claimed by any
      Indemnified Party, the Company, any affiliate of the Company or any other
      Person) or involving damages relating to the issuance, offering, sale or
      delivery of the Bonds brought against any Indemnified Party or to which any
      Indemnified Party is a party, even if groundless, false or fraudulent, that
      directly or indirectly result from, arise out of, or relate to the design,
      construction, installation, operation, use, occupancy, maintenance or ownership
      of the Project or any part thereof or from the issuance, offering, sale or
      delivery of the Bonds, and including but not limited to all claims for
      indemnification of the Trustee arising out of or in connection with the
      performance of any of its powers or duties under and in accordance with the
      terms of the Indenture or any of the other Financing
      Documents.  Without limiting the generality of the foregoing, the term
      "Claims" shall include Claims brought under federal or state environmental
      or
      hazardous materials laws.  The obligations of the Company under this
      Section 8.1 shall apply to all Losses or Claims, or both, that result from,
      arise out of, or are related to any event, occurrence, condition or relationship
      prior to termination of this Agreement, whether such Losses or Claims, or both,
      are asserted prior to termination of this Agreement or
      thereafter.  The obligations of the Company under this Section 8.1
      shall not be affected by any assignment or other transfer by the Issuer of
      its
      rights, titles or interests under this Agreement to the Trustee pursuant to
      the
      Indenture or the resignation or removal of the Trustee for any reason, or the
      termination of the Financing Documents or the payment or defeasance of the
      Bonds
      and will continue to inure to the benefit of the Indemnified Party both prior
      to
      and after any such assignment or transfer or resignation or
      removal.  None of the Indemnified Parties will be liable to the
      Company for, and the Company hereby releases each of them from all liability
      to
      the Company for, all injuries, damages or destruction of all or any part or
      parts of any property owned or claimed by the Company that directly or
      indirectly result from, arise out of or relate to the design, construction,
      operation, use, occupancy, maintenance or ownership of the Project or any part
      thereof, even if such injuries, damages or destruction directly or indirectly
      result from, arise out of or relate to, in whole or in part, one or more
      negligent or grossly negligent acts or omissions of the Indemnified Parties
      in
      connection with the issuance of the Bonds, in connection with the execution
      and
      performance of the Financing Documents or in connection with the
      Project.  Each Indemnified Party, as appropriate, shall reimburse the
      Company for payments made by the Company pursuant to this Section 8.1 to the
      extent of any proceeds, net of all expenses of collection, actually received
      by
      them from any insurance with respect to the loss sustained.  Each
      Indemnified Party may, but shall not have the duty to claim any such


     

     

    
      
        
        

      

      
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      insurance proceeds and, to the extent of any such claim, such Indemnified
        Party shall assign its rights to such proceeds, to the extent of such required
        reimbursement, to the Company.  In case any action shall be brought or
        to the knowledge of any Indemnified Party threatened against any of them
        in
        respect of which indemnity may be sought against the Company, the Indemnified
        Party shall promptly notify the Company in writing and the Company shall
        have
        the right to assume the investigation and defense thereof including the
        employment of counsel and the payment of all expenses.  The Company
        shall not settle any such case without the consent of the affected Indemnified
        Party, which consent shall not be unreasonably withheld.  The
        Indemnified Party shall have the right to employ separate counsel in any
        such
        action and participate in the investigation and defense thereof, but the
        fees
        and expenses of such counsel shall be paid by the Indemnified Party unless
        (a)
        the employment of such counsel has been specifically authorized by the Company,
        in writing, or (b) the Company has failed to assume the defense and to employ
        counsel or (c) the named parties to any such action (including any impleaded
        parties) include both an Indemnified Party and the Company, and said Indemnified
        Party shall have been advised by its counsel that there may be one or more
        legal
        defenses available to it which are different from or additional to those
        available to the Company (in which case, if the Indemnified Party notifies
        the
        Company in writing that it elects to employ separate counsel at the Company's
        expense, the Company shall not have the right to assume the defense of such
        action on behalf of such Indemnified Party, it being understood, however,
        that
        the Company shall not, in connection with any one such action or separate
        but
        substantially similar or related actions in the same jurisdiction arising
        out of
        the same general allegations or circumstances, be liable for the reasonable
        fees
        and expenses of more than one separate firm of attorneys for the Indemnified
        Parties provided that any Indemnified Party which has been advised by counsel
        that there may be one or more legal defenses available to it which are different
        from or additional to those available to any other Indemnified Party shall
        have
        the right to employ separate counsel whose reasonable fees and expenses shall
        be
        paid by the Company, which firm shall be designated in writing by said
        Indemnified Party).  The Indemnified Party, as a condition of such
        indemnity, shall use its best efforts to cooperate with the Company in the
        defense of any such action or claim.  The Company shall not be liable
        for any settlement of any such action without its consent but, if any such
        action is settled with the consent of the Company or if there be final judgment
        for the plaintiff in any such action, the Company agrees to indemnify and
        hold
        harmless the Indemnified Parties from and against any Loss by reason of such
        settlement or judgment.

    

    


          In
      the event of failure by the
      Company to observe the covenants, conditions and agreements contained in this
      Section 8.1, any Indemnified Party may take any action at law or in equity
      to
      collect amounts then due and thereafter to become due, or to enforce performance
      and observance of any obligation, agreement or covenant of the Company under
      this Section 8.1.

    


    SECTION
      8.2.           Representations
      of the Company .  The Company represents that it is duly organized
      and existing under the laws of the State, that it is and it (or its successors
      hereunder) will remain duly qualified to do business in the State, that it
      has
      duly accomplished all conditions precedent necessary to be accomplished by
      it
      prior to issuance and delivery of the Bonds and execution and delivery of this
      Agreement, that it is not in default under any agreement, indenture or other
      instrument in any manner which would impair the Company's ability to carry
      out
      its obligations hereunder, that it has power to enter into the transactions
      contemplated by this Agreement, that it has been duly authorized to execute
      and
      deliver this Agreement and that it will not, except as provided in this Section,
      voluntarily take any action that would adversely affect its
      existence.

    


    SECTION
      8.3.           Filing
      .  The Company will cause all financing and continuation statements
      related to this Agreement and the Indenture and all supplements to either of
      the
      foregoing, as well as such other security agreements, financing and continuation
      statements and all supplements thereto and other instruments as may be required
      from time to time to be kept and filed in such manner and in such places as
      may
      from time to time be required by law in order to preserve and protect fully
      the
      security of the holders and the rights of 

     

    
      
        
          
          

        

        
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      the
        Trustee hereunder and under the Indenture and to take or cause to be taken
        any
        and all other action necessary to perfect the security interest created under
        the Indenture or this Agreement.

    

    


    SECTION
      8.4.           Representations
      and Covenants of the Issuer .  The Issuer represents that it is
      duly organized and existing under the Act, that it has duly accomplished all
      conditions precedent necessary to be accomplished by it prior to issuance and
      delivery of the Bonds and execution and delivery of this Agreement and the
      Indenture, that it is not in default under any of the provisions contained
      in
      the laws of the State or any agreement to which it is a party in any manner
      which would impair its ability to carry out its obligations hereunder, that
      it
      has power to enter into and perform the transactions contemplated by this
      Agreement and the Indenture, that it has been duly authorized to execute,
      deliver and perform this Agreement and the Indenture, and that it will not
      voluntarily take any action that would adversely affect its
      existence.

    


    The
      Issuer will not knowingly take any affirmative action or omit to take any action
      within its control, which act or omission will adversely affect the exclusion
      from gross income for federal income tax purposes of interest paid on the Bonds,
      and in the event it should unknowingly do so or omit to do so, will promptly
      upon having such event brought to its attention take such reasonable actions
      as
      may rescind or otherwise negate its unknowing action or omission.

    


    SECTION
      8.5.           Removal of
      Liens .  If any lien, encumbrance or charge of any kind based on
      any claim of any kind (including, without limitation, any claim for income,
      franchise or other taxes, whether federal, state or otherwise), shall be
      asserted or filed against any amount paid or payable by the Company under or
      pursuant to this Agreement or any order (whether or not valid) of any court
      shall be entered with respect to any such amount by virtue of any claim of
      any
      kind, in either case so as to:

    


    (a)
      interfere with the due payment of
      such amount to the Trustee or the due application of such amountby the Trustee
      pursuant to the applicable provisions of the Indenture,

    


    (b)
      subject the holders of the Bonds to
      any obligation to refund any moneys applied to payment of the Bonds,
      or

    


    (c)
      result in the refusal of the
      Trustee to make such due application because of its reasonable determination
      that liability might be incurred if such due application were to be
      made,

    


    then
      the
      Company will promptly take such action (including, but not limited to, the
      payment of money) as may be necessary to prevent, or to nullify the cause or
      result of, such interference, such obligation or such refusal, as the case
      may
      be.

    


    SECTION
      8.6.           Special
      Covenants .  The Issuer and the Company agree that all proceeds
      received from the sale of the Bonds, as well as all Loan Payments paid by the
      Company and other moneys received by the Issuer pursuant to this Agreement,
      shall be applied solely in the manner and for the purposes specified in this
      Agreement and the Indenture.  The Issuer further agrees that it will
      observe the covenants made by it in the Indenture and that the Company may
      have
      and exercise all the rights, powers and benefits stated to be in the Company
      in
      this Agreement and the Indenture and that, without the prior written consent
      of
      the Company, the Indenture, the Bonds and any bond purchase agreement pursuant
      to which the Bonds are to be sold shall not be modified in any
      manner.

    


    SECTION
      8.7.           Bonds
      are Limited Obligations .  The Bonds shall be limited obligations
      of the Issuer, payable solely out of the Revenues derived from or in connection
      with this Agreement (including all sums deposited in any Fund (other than the
      Bond Purchase Fund and the Rebate Fund) from time to time pursuant to this
      Agreement, the Indenture, and the Note) and, in certain events, out of amounts
      attributable 

     

    
      
        
          
          

        

        
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      to
        Bond
        proceeds or amounts obtained through the exercise of any remedy provided
        for in
        the Indenture.  The Bonds shall never be paid out of any other funds
        of the Issuer except such Revenues.  No recourse under the Bonds shall
        be had against any past, present or future officer or director of the
        Issuer.  The Bonds shall never be paid in whole or in part out of any
        funds raised or to be raised by taxation or out of any other revenues or
        assets
        of the Issuer or the State except those Revenues pledged by the
        Indenture.  The principal of, and premium, if any, and interest on the
        Bonds are secured, as set forth in the Indenture, by an assignment by the
        Issuer
        of certain of its rights under this Agreement and the Note, including a pledge
        of certain of the Revenues derived from and in connection with this
        Agreement.

    

    


    THE
      BONDS ARE LIMITED AND SPECIAL
      OBLIGATIONS OF THE ISSUER AND DO NOT CONSTITUTE OR CREATE AN OBLIGA­TION,
      GENERAL OR SPECIAL, DEBT, LIABILITY OR MORAL OBLIGATION OF THE STATE OR ANY
      POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITU­TIONAL OR
      STATUTORY PROVISIONS WHATSOEVER AND NEITHER THE FAITH OR CREDIT NOR THE TAXING
      POWER OF THE STATE OR OF ANY POLITICAL SUBDIVI­SION THEREOF IS PLEDGED TO
      THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR THE INTEREST ON THE
      BONDS.  THE BONDS ARE NOT A GENERAL OBLIGATION OF THE ISSUER (WHICH
      HAS NO TAXING POWER AND RECEIVES NO FUNDS FROM ANY GOVERNMENTAL BODY) BUT ARE
      A
      LIMITED AND SPECIAL REVENUE OBLIGATION OF THE ISSUER PAYABLE SOLELY FROM THE
      INCOME, REVENUES AND RECEIPTS DERIVED OR TO BE DERIVED FROM PAYMENTS MADE
      PURSUANT TO THIS AGREEMENT.

    


    SECTION
      8.8.           Net
      Agreement .  This Agreement shall be deemed and construed to be a
      "net agreement", and the Company shall during its term pay absolutely net the
      Loan Payments and all other payments required hereunder, free of any deductions,
      without abatement, deduction or setoff other than those herein expressly
      provided.

    


    SECTION
      8.9.           No
      Warranty of the Project .  The Issuer makes no express or implied
      warranty of any kind whatsoever with respect to the Project, including, but
      not
      limited to, the merchantability thereof or the fitness thereof for any
      particular purposes; the design or condition thereof; the workmanship, quality
      or capacity thereof; compliance thereof with the requirements of any law, rule,
      specification or contract pertaining thereto; patent infringement; latent
      defects; or that the proceeds derived from the sale of the Bonds will be
      sufficient to pay in full for same.

    


    SECTION
      8.10.         Reserved
      .

    


    SECTION
      8.11.          Representations
      Regarding the Project .  The Company represents and warrants (i)
      that it has no present intention of allowing the disposal or abandonment of
      the
      Project nor of directing the Project to a use other than the purposes
      represented herein; (ii) that the Project is in furtherance of the public
      purposes of the Act; and (iii) that all necessary licenses and permits to
      acquire, construct, and operate the Project were obtained, and that the Project
      has been approved by all necessary governmental bodies or agencies having
      jurisdiction.  Notwithstanding the foregoing, certain component parts
      of the Project may, from time to time be disposed of or abandoned as provided
      in
      Section 5.2 of this Agreement and subject to Section 8.12 of this
      Agreement.

    


    SECTION
      8.12.         Tax Representations and
      Covenants .  The Company hereby represents and covenants as
      follows:

    


    (a)
Qualifying
      Costs.  At least 95 percent of the Proceeds actually expended will
      be expended for Qualifying Costs.

    


    
      
        
          
          

        

        
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(b)
        Limit on Costs of Issuance.  No portion of the Proceeds of the
        Bonds in excess of 2 percent of the Sale Proceeds of the Bonds, within the
        meaning of section 147(g) of the Code, will be expended to pay Issuance Costs
        with respect to the Bonds.

    

    


    (c)
Limitation
      on
      Maturities.  The term of the Bonds will not exceed 120 percent of
      the average reasonably expected economic life of the Project to be financed
      by
      the Bonds, weighted in proportion to the respective cost of each item comprising
      the Project, the cost of which has been or will be financed, directly or
      indirectly, with the Proceeds of the Bonds.  For purposes of the
      preceding sentence, the reasonably expected economic life of property shall
      be
      determined as of the later of (i) the Issue Date for the Bonds or (ii) the
      date
      on which such property is placed in service (or expected to be placed in
      service).  In addition, land shall not be taken into account in
      determining the reasonably expected economic life of property, except that,
      in
      the event 25 percent or more of the collective Net Proceeds of the Bonds,
      directly or indirectly, have been expended for land, such land shall be treated
      as having an economic life of 30 years and shall be taken into account for
      purposes of determining the reasonably expected economic life of such
      property.

    


    (d)
Rebate.  The
      Company agrees to take all steps necessary to compute and pay any rebatable
      arbitrage in accordance with section 148(f) of the Code and section 1.148-3
      of
      the Regulations, including:

    


    (i)
      Delivery of Documents and Money on Computation Dates.  The Company
      shall deliver to the Trustee, within 45 days after each Computation
      Date,

    


    (A)
      a statement, signed by an
      Authorized Representative of the Company, stating the Rebate Amount as of such
      Computation Date; and

    


    (B)
      (1) if such Computation Date is not
      the Final Computation Date, an amount which, together with any amount then
      held
      for the credit of the Rebate Fund, is equal to at least 90 percent of the Rebate
      Amount in respect of such issue of Bonds as of such Computation Date, less
      the
      future value as of such date, of any prior payments made to the United States
      pursuant to section 148(f) of the Code in respect of the Bonds, and (2) if
      such
      Computation Date is the Final Computation Date, an amount which, together with
      any amount then held for the credit of the Rebate Fund in respect of the Bonds,
      is equal to the Rebate Amount as of such Final Computation Date, less the future
      value as of such date, of any prior payments made to the United States pursuant
      to section 148(f) of the Code in respect of the Bonds; and

    


    (C)
      to the extent any Rebate Amount is
      due, an Internal Revenue Service Form 8038-T completed as of such Computation
      Date.

    


    (ii)
      Correction of
      Underpayments.  If the Trustee or the Company shall discover or be
      notified as of any date that any payment paid to the United States Treasury
      pursuant to Section 9.4 of the Indenture of an amount described in Section
      8.12(d)(i) above shall have failed to satisfy any requirement of section
      1.148-3(f) of the Regulations (whether or not such failure shall be due to
      any
      default by the Company, the Issuer, or the Trustee), the Company shall (1)
      deliver to the Trustee a brief written explanation of such failure and any
      basis
      for concluding that such failure was innocent and (2) pay to the Trustee (for
      deposit to the Rebate Fund) and cause the Trustee to pay to the United States
      Treasury from


    
      
      

    

    
      -22-

      
        

      

    

    
      
      

    

     

    the
      Rebate Fund the penalty in respect thereof and as specified in section
      1.148-3(h) of the Regulations, within 45 days after any discovery or
      notice.

    


    (iii)Records.  The
      Company
      shall retain all of its accounting records relating to the Construction Fund,
      the Bond Fund and the Rebate Fund and all calculations made in preparing the
      statements described in this Section 8.12(d) for at least six years after the
      date on which no Bonds are outstanding.

    


    (iv)
      Fees and Expenses.  The
      Company agrees to pay all of the reasonable fees and expenses of Bond Counsel,
      a
      certified public accountant and any other necessary consultant employed by
      the
      Company, the Trustee or the Issuer in connection with computing the Rebate
      Amount.

    


    (v)
      No Diversion of Rebatable
      Arbitrage.  The Company will not indirectly pay any amount otherwise
      payable to the federal government pursuant to the foregoing requirements to
      any
      person other than the federal government by entering into any investment
      arrangement with respect to the Gross Proceeds of the Bonds that is not
      purchased at fair market value or includes terms that the Company would not
      have
      included if the Bonds were not subject to section 148(f) of the
      Code.

    


    (vi)
      Investment of Rebate
      Fund.  In the event funds are deposited to the Rebate Fund, the
      Company shall give the Trustee written instructions as to the investment of
      such
      funds upon deposit of such funds.

    


    (e)
Prohibited
      Facilities.  None of the Proceeds of the Bonds will be used to
      provide any health club facility, airplane, sky-box or other private luxury
      box,
      facility primarily used for gambling, or store the principal business of which
      is the sale of alcoholic beverages for consumption off premises.

    


    (f)
Information
      Reporting
      Requirements.  The Company will provide the Issuer with the
      information required for it to comply with the information reporting
      requirements of section 149(e)(2) of the Code requiring certain information
      regarding the Bonds to be filed with the Internal Revenue Service within
      prescribed time limits.

    


    (g)
"Federally
      Guaranteed"
      Obligations.  The Company covenants and agrees not to take any
      action, or knowingly omit to take any action within its control, that, if taken
      or omitted, respectively, would cause the Bonds to be "federally guaranteed"
      within the meaning of section 149(b) of the Code and applicable regulations
      thereunder, except as permitted by section 149(b)(3) of the Code and such
      regulations.

    


    (h)
Bonds
      Are Not Hedge
      Bonds.  The Company covenants and agrees that none of the proceeds
      of the Bonds will be invested in Nonpurpose Investments having a substantially
      guaranteed Yield for four years or more within the meaning of section
      149(g)(3)(A)(ii) of the Code, and the Company reasonably expects that all of
      the
      spendable proceeds of the Bonds will be used to carry out the governmental
      purposes of the Bonds within the three-year period beginning on the Issue
      Date.

    


    (i)
Yield
      on Investment of Gross
      Proceeds.  The Company will restrict the cumulative, blended Yield
      on the investment of the Gross Proceeds of the Bonds, to the Yield of the Bonds,
      other than amounts (i) not subject to yield restriction because of (A) the
      availability of any


    
      
      

    

    
      -23-

      
        

      

    

    
      
      

    

     

    applicable
      temporary period under section 148(c) of the Code and section 1.148-2(e) of
      the
      Regulations, (B) their deposit in a reasonably required reserve or replacement
      fund described in section 148(d) of the Code and section 1.148-2(f)(2) of the
      Regulations or a bona fide Bond Fund described in section 1.148-1(b) of the
      Regulations (including the Bond Fund) or (C) the minor portion exception
      described in section 1.148-2(g) of the Regulations, or (ii) invested in
      obligations described in section 103(a) of the Code.

    


    (j)
No
      Arbitrage.  The
      Company will not use or invest the Proceeds of the Bonds such that the Bonds
      become "arbitrage bonds" within the meaning of section 148 of the Code, and
      as
      evidence of this intent, a representative of the Company has reviewed the
      No-Arbitrage Certificate of the Issuer prepared in connection and delivered
      concurrently with the Bonds and the Company understands, and will take (or
      request the Trustee or the Issuer to take), the actions described
      therein.

    


    (k)
Acquisition
      of
      Land.  Less than 25 percent of the Net Proceeds of the Bonds
      actually expended will be used, directly or indirectly, for the acquisition
      of
      land or an interest therein.  Notwithstanding the immediately
      preceding sentence, no portion of the Net Proceeds of the Bonds will be used,
      directly or indirectly, for the acquisition of land or an interest therein
      to be
      used for farming purposes.

    


    (l)
Used
      Property.  No
      portion of the Net Proceeds of the Bonds will be used for the acquisition of
      any
      existing property or an interest therein unless (i) the first use of such
      property is pursuant to such acquisition or (ii) the rehabilitation expenditures
      with respect to any building and equipment therefor equal or exceed 15 percent
      of the cost of acquiring such building financed with the proceeds of the Bonds
      (with respect to structures other than buildings, this clause shall be applied
      by substituting 100 percent for 15 percent).  For purposes of the
      preceding sentence, the term "rehabilitation expenditures" shall have the
      meaning set forth in section 147(d)(3) of the Code.

    


    (m)
Modification
      of
      Requirements.  If at any time during the term of this Agreement,
      the Issuer, the Trustee or the Company desires to take any action or omit to
      take any action that would otherwise be prohibited by the terms of this Section,
      such Person shall be permitted to take such action or omit to take such action
      if it shall first obtain and provide to the other Persons named herein an
      opinion of Bond Counsel to the effect that (i) such action or omission shall
      not
      adversely affect the exclusion from gross income for federal income tax purposes
      of interest on the Bonds and (ii) such action or omission otherwise is in
      compliance with the laws of the State and the terms of the Indenture and this
      Agreement.

    


    The
      Company will not knowingly take any
      action, or knowingly omit to take any action, which action or omission will
      adversely affect the exclusion from gross income of the holders thereof for
      federal income tax purposes of interest on the Bonds (other than holders who
      are
      substantial users of the Project or related persons within the meaning of
      section 147(a) of the Code), and in the event of such action or omission
      (whether taken with knowledge or not) will promptly, upon receiving knowledge
      thereof, take all lawful actions, based on advice of Bond Counsel and at the
      Company's expense, as may rescind or otherwise negate such action or
      omission.

    


    SECTION
      8.13.          Financial
      Information .  During such time, if ever, the Company does not
      file annual financial information with the United States Securities Exchange
      Commission, the Company, shall furnish to the Trustee and any owner, or any
      beneficial owner, of any Bond who shall have requested the same in writing,
      as
      soon as available and in any event within 150 days after the end of the fiscal
      year, financial statements for the Company for the immediately preceding fiscal
      year, audited by a nationally recognized accounting firm.  The Trustee
      shall have no responsibility with respect to such financial


    
      
      

    

    
      -24-

      
        

      

    

    
      
      

    

     

    statements
      except to make them available for reasonable examination by any owner of any
      Bond upon reasonable, prior written request.


    
      
        
        

      

      
        -25-

        
          

        

      

       

    

     

    ARTICLE
      IX

    


    ASSIGNMENT

    


    SECTION
      9.1.           Consolidation,
      Merger and Assignment by the Company .  The Company shall not
      merge or consolidate with any other legal entity unless the successor entity
      (if
      other than the Company or an affiliate of the Company) (a) irrevocably and
      unconditionally assumes, in an instrument delivered to the Issuer and the
      Trustee, the due performance of the obligations of the Company under this
      Agreement and (b) is authorized to transact business in this
      State.  The Company may, without the consent of the Issuer or the
      Trustee, transfer or assign this Agreement or transfer or assign all or a
      portion of the Project and any or all of its rights and delegate any or all
      of
      its duties hereunder to an entity either affiliated or unaffiliated with the
      Company, but no such transfer, assignment or delegation shall relieve the
      Company of its liability for the payment of the Loan Payments or for the payment
      of any other amounts to be paid by it under this Agreement or the Note and
      for
      the full observance and performance of all of the covenants and conditions
      to be
      observed and performed by it which are contained in this Agreement and the
      Note.
      The Company shall within fifteen days after the execution thereof, furnish
      to
      the Issuer and the Trustee appropriate documentation demonstrating that the
      surviving, resulting or transferee legal entity, as the case may be, is a
      domestic legal entity, is qualified to do business in the State, and has assumed
      in writing all of the obligations of the Company under this
      Agreement.

    


    SECTION
      9.2.           Issuer's
      Rights of Assignment .  The Issuer may, only in accordance with
      the Indenture, assign this Agreement, the Note and the security interest of
      the
      Issuer created hereby and pledge the moneys receivable hereunder to the Trustee
      as security for payment of the principal of and premium, if any, and interest
      on
      the Bonds and all amounts payable under the Indenture and the other Financing
      Documents.  The Company hereby assents to such assignments and agrees
      that the Trustee may exercise and enforce in accordance with the Indenture
      any
      of the rights of the Issuer under this Agreement or the Note.  Any
      such assignment, however, shall be subject to all of the rights and privileges
      of the Company as provided in this Agreement.


    
      
      

    

    
      -26-

      
        

      

    

    
      
      

    

     

    ARTICLE
      X

    


    EVENTS
      OF DEFAULT AND REMEDIES

    


    SECTION
      10.1.         Enumeration of "Events
      of Default" .  The terms "Event of Default" or "Default" shall
      mean, whenever they are used in this Agreement, any one or more of the following
      events:

    


    (a)
      Failure by the Company to pay when
      due in accordance with Section 4.1(a) and (b) of this Agreement the portion
      of
      the Loan Payments representing payment of the principal of and premium, if
      any,
      on the Bonds.

    


    (b)
      Failure by the Company to pay when
      due in accordance with Section 4.1(a) and (b) of this Agreement the portion
      of
      the Loan Payments representing payment of interest on the Bonds.

    


    (c)
      The occurrence of one or more of
      the events specified in subsections (d) through (f) of Section 12.1 of the
      Indenture.

    


    (d)
      The occurrence of a Company Event
      of Bankruptcy.

    


    (e)
      Default by the Company in the
      payment of any other amount required to be paid under this Agreement or in
      the
      performance or observance of any other of the covenants, agreements or
      conditions contained in this Agreement, or in the Bonds issued under the
      Indenture, and continuance thereof for a period of ninety (90) days after
      written notice specifying such failure and requesting that it be remedied shall
      have been given to the Company by the Trustee, which may give such notice in
      its
      discretion (with the prior written consent of the Bond Insurer) and shall give
      such notice at the written request of the Bond Insurer or the holders of not
      less than twenty-five percent (25%) in principal amount of the Bonds then
      outstanding with the consent of the Bond Insurer, unless the Trustee, or the
      Trustee and holders of a principal amount of Bonds not less than the principal
      amount of Bonds the holders of which requested such notice, as the case may
      be,
      shall agree in writing to an extension of such period prior to its expiration,
      provided that any extension shall be granted only with the written consent
      of
      the Bond Insurer; provided, however, that the Trustee, or the Trustee and the
      holders of such principal amount of Bonds, as the case may be (and the Bond
      Insurer), shall be deemed to have agreed to an extension of such period if
      corrective action is instituted by the Company within such period and is being
      diligently pursued.

    


    SECTION
      10.2.         Remedies
      .  Upon any acceleration of the principal of the Bonds under the
      Indenture, all Loan Payments shall be immediately due and payable under this
      Agreement and the maturity of the Note shall be accelerated.  In
      addition, whenever any Event of Default referred to in Section 10.1 shall have
      occurred and be continuing, the Trustee, or the Issuer with the prior written
      consent of the Trustee, may take any action at law or in equity to collect
      amounts then due and thereafter to become due, or to enforce performance and
      observance of any obligation, agreement or covenant of the Company under this
      Agreement.  Any amounts collected pursuant to action taken under this
      Section 10.2 shall be applied in accordance with the provisions of the
      Indenture.

    


    Neither
      the Trustee nor the Issuer may
      declare all unpaid Loan Payments immediately due because of a failure by the
      Company to observe or perform any covenant, condition or agreement contained
      in
      Section 8.1 of this Agreement.  However, the exception of the
      preceding sentence shall not otherwise preclude the Issuer from enforcing,
      with
      or without the consent of the Trustee, or the Trustee from enforcing the
      observance and performance of the covenants, conditions and agreements contained
      in such Section.

     

    
      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

      

        

              
        A waiver by the Trustee of any Events of Default as that term is defined
        in the
        Indenture, in accordance with the terms and provisions of the Indenture,
        or any
        annulment of or acceleration of the due date of the principal of the Bonds,
        shall also constitute a waiver of the corresponding Event of Default and
        its
        consequences hereunder or annulment of any acceleration of principal hereunder,
        without further action on the part of the Trustee.

    

    


    No
      remedy shall be exercised by the
      Trustee without the prior written consent of the Bond Insurer, and the Trustee
      hereby agrees that it shall pursue such remedies as are directed in writing
      by
      the Bond Insurer.

    


    SECTION
      10.3.         No Remedy Exclusive
      .  No remedy conferred upon or reserved to the Issuer or the Trustee
      by this Agreement is intended to be exclusive of any other available remedy
      or
      remedies, but each and every such remedy shall be cumulative and shall be in
      addition to every other remedy given under this Agreement or now or hereafter
      existing at law or in equity or by statute.  No delay or omission to
      exercise any right or power accruing hereunder shall impair any such right
      or
      power or shall be construed to be a waiver thereof, nor shall any single or
      partial exercise of any other right, power or privilege, but every such right
      and power may be exercised from time to time and as often as may be deemed
      expedient.  In order to entitle the Trustee to exercise any remedy
      reserved to it in this Article, it shall not be necessary to give any notice
      other than such notices as may be herein expressly required.

    


    SECTION
      10.4.         Agreement to Pay
      Attorneys' Fees and Expenses .  In the event the Company should
      default under any of the provisions of this Agreement and the Issuer or the
      Trustee should employ attorneys or incur other expenses for the collection
      of
      the payments due under this Agreement or the enforcement of performance or
      observance of any obligation or agreement on the part of the Company herein
      contained, the Company agrees that it will on demand therefor, and upon
      presentation of an itemized bill, pay to the Issuer or the Trustee the
      reasonable fees and expenses of such attorneys and such other expenses so
      incurred by the Issuer or the Trustee.


    
      
      

    

    
      -28-

      
        

      

    

    
      
      

    

     

    ARTICLE
      XI

    


    GENERAL

    


    SECTION
      11.1.         Force Majeure
      .  If by reason of force majeure either the Issuer or the Company
      shall be rendered unable wholly or in part to carry out its obligations under
      this Agreement, and if such party gives notice and full particulars of such
      force majeure in writing to the other party within a reasonable time after
      failure to carry out its obligations under this Agreement, such obligations
      (other than the obligations of the Company specified in the last sentence of
      this Section 11.1) of the party giving such notice, so far as they are affected
      by such force majeure, shall be suspended during the continuance of the
      inability then claimed, including a reasonable time for removal of the effect
      thereof.  The term "force majeure" shall mean acts of God, strikes,
      lockouts or other industrial disturbances, acts of the public enemy, orders
      of
      any kind of the Government of the United States, or of any state thereof, or
      any
      civil or military authority, insurrections, riots, epidemics, landslides,
      lightning, earthquakes, fires, hurricanes, tornadoes, storms, floods, washouts,
      droughts, arrests, restraining of government and people, civil disturbances,
      explosions, breakage or accidents to machinery, transmission pipes or canals,
      partial or entire failure of utilities, shortages of labor, material, supplies
      or transportation, or any other cause not reasonably within the control of
      the
      party claiming such inability.  The requirement that any force majeure
      shall be reasonably beyond the control of the party shall be deemed to be
      fulfilled even though the existing or impending strike, lockout or other
      industrial disturbance may not be settled but could have been settled by
      acceding to the demand of the opposing Person or Persons.  The
      occurrence of any event of force majeure shall not suspend or otherwise abate,
      and the Company shall not be relieved from, the obligation to pay the Loan
      Payments and to pay any other payments required to be made by it under this
      Agreement at the times required.

    


    SECTION
      11.2.          Waiver of
      Rights .  Failure by the Issuer, the Company or the Trustee to
      insist upon the strict performance of any of the covenants and agreements
      contained in this Agreement or to exercise any rights or remedies upon default
      shall not be considered a waiver or relinquishment of the right to insist upon
      and to enforce by any appropriate legal remedy strict compliance by the
      defaulting party with all of the covenants and conditions binding on it, or
      of
      the right to exercise any such rights or remedies if such default be continued
      or repeated.

    


    SECTION
      11.3.          Notices
      .  Unless otherwise provided hereunder or in the Agreement, all
      notices, certificates or other communications (a "Communication") hereunder
      to
      be given by any of the following parties to any of the other following parties
      shall be deemed to have been sufficiently given and received by such parties
      only upon actual receipt thereof and if sent by registered mail, by Electronic
      notice, by overnight courier (signature required), telephone, confirmed in
      writing, to the relevant party as follows:

    


    Company:                  Cleco
      Power LLC

    2030
      Donahue Ferry Road

    Pineville,
      LA  71361

    ATTN:  Manager,
      Treasury
      Services and Corporate Financing

    Fax#:  (318)
      484-7697

    


    Issuer:                        Rapides
      Finance Authority

    c/o
      Scott M. Brame

    711
      Washington Street

    Alexandria,
      LA  71301

    Fax#:  (318)
      442-2625

    


    
                     
        Trustee Principal

       

      
         

        
          
            
            

          

          
            -29-

            
              

            

          

          
            
            

          

           

                        
Office and Tender

        

      

    

    
      	
               

            	
                        
                Office:

            	
              The
                Bank of New York Trust Company,
                N.A.

            


    

    601
      Poydras Street, Suite
      2225

    New
      Orleans,
      LA  70130-6050

    Fax#:   (504)
      565-5501

    


    Paying
      Agent:                          The
      Bank of New York Trust Company, N.A.

    601
      Poydras Street, Suite
      2225

    New
      Orleans,
      LA  70130-6050

    Fax#:   (504)
      565-5501

    


    Remarketing                              Goldman,
      Sachs & Co.

    Agent:                                        85
      Broad Street, 24th Floor

    New
      York,
      NY  10004

    ATTN:  Municipal
      Note
      Trading Desk

    Fax
      #:  (212)
      346-4209

    


    
      	
               

            	
              Bond
                Insurer:

            	
              Financial
                Guaranty Insurance Company

            


    

    125
      Park Avenue

    New
      York,
      NY  10017

    ATTN:  Risk
      Management

    Fax
      #:  (212)
      312-2707

    


    
      	
               

            	
              with
                a copy to:

            	
              U.
                S. Bank Trust National Association

            


    

    100
      Wall Street, 19th Floor

    New
      York,
      NY  10005

    ATTN:  Corporate
      Trust
      Department

    


    or,
      in
      each case, at such other address or facsimile number as may have been designated
      most recently in writing by the addressee to the addressor; provided, however,
      that in order to be considered duly made, a duplicate copy of any Communication
      to the Issuer, the Company or the Trustee shall be sent at the same time and
      in
      like manner to each of the others.

    


    Whenever
      this Agreement provides for
      the delivery by the Issuer of a Communication, the person receiving the same
      shall be entitled to rely and act upon such Communication if it is signed by
      the
      Chairman, Vice Chairman or the Secretary of the Issuer, or any other authorized
      officer of the Issuer.  Whenever this Agreement provides for the
      delivery by the Company of any Communication, the Person receiving such
      Communication shall be entitled to rely and act upon such Communication if
      it is
      signed by the President, Chief Financial Officer or Treasurer of the Company,
      or
      any other duly authorized officer of the Company.

    


    SECTION
      11.4.         Counterparts,
      Amendments, Governing Law, Etc.  This Agreement (a) may be
      executed in several counterparts, each of which shall be deemed an original,
      and
      all of which shall constitute one and the same instrument; (b) except as
      provided in this Agreement or in the Indenture, may be modified or amended
      only
      by an instrument in writing signed by the duly authorized representatives of
      all
      parties (or their respective successors or assigns) and, so long as any Bonds
      are outstanding, only with the consent of the Trustee given in accordance with
      the applicable provisions of the Indenture; and (c) shall be governed, in all
      respects including validity, interpretation and effect by, and shall be
      enforceable in accordance with, the law of the State.  The parties
      agree that, in accordance with the Act, they will appropriately amend this
      Agreement to increase the payments to be made by the Company hereunder if for
      any reason such payments, if made, are not sufficient to pay the principal
      of
      and interest and premium, if any, on the Bonds as the same 

     

    
      
        
          
          

        

        
          -30-

          
            

          

        

        
          
          

        

      

       

      become
        due but, in no event shall the Company be obligated to pay interest on the
        principal amount of the Loan in excess of the maximum amount allowed by
        law.

    

    


    The
      Section and other headings
      contained in this Agreement are for reference purposes only and shall not
      control or affect its interpretation in any respect.  In the event
      that any clause or provision of this Agreement shall be held to be invalid
      by
      any court of competent jurisdiction, the invalidity of such clause or provision
      shall not affect any of the remaining provisions hereof.

    


    SECTION
      11.5.          Term of
      Agreement .  Except as provided in Article VII of this Agreement,
      this Agreement shall remain in full force and effect from the date of execution
      and delivery hereof until the Indenture has been discharged in accordance with
      the provisions thereof; provided, however, that the provisions of Sections
      8.1,
      8.5, and the last paragraph of Section 7.1 of this Agreement shall survive
      any
      expiration or termination of this Agreement.

    


    SECTION
      11.6.         Company's Approval of
      Indenture .  The Indenture has been submitted to the Company for
      examination, and the Company acknowledges that, by execution of this Agreement,
      it has approved the Indenture.

    


    SECTION
      11.7.         Auction Rate
      Requirement .  In no event shall the Bonds bear interest at a rate
      in excess of the Maximum Rate.  The Company hereby agrees that, if the
      Auction Period Rate on the Bonds shall be the Maximum Rate or any similar rate
      for a period (a) in excess of thirty (30) days, the Company agrees to take
      all
      steps necessary to ensure that the Auction Period Rate does not exceed the
      interest rate payable on similar securities (taking into account the interest
      period and enhanced/insured rating of the Bonds) or (b) in excess of sixty
      (60)
      days, the Company agrees to convert, or cause to be converted, all Bonds to
      a
      fixed rate mode (that is a long-term through maturity) or, with the approval
      of
      the Bond Insurer, to a variable interest rate mode, in each case at the lowest
      interest rate that will permit the Remarketing Agent to sell all the Bonds
      on
      the conversion date at a price equal to 100% of the principal amount thereof,
      plus accrued interest thereon.  If an event of default shall have
      occurred and be continuing under this Indenture or the Company fails to cause
      a
      conversion of the Bonds to another interest rate mode as required by the
      foregoing sentence, the Bond Insurer  may, in its discretion, direct
      the conversion of the Bonds to a fixed rate or any other interest rate
      mode.

    


    SECTION
      11.8.         Third Party
      Beneficiaries .  To the extent that this Agreement confers upon or
      gives or grants to the Bond Insurer any right, remedy or claim under or by
      reason of this Agreement, the Bond Insurer is hereby explicitly recognized
      as
      being a third-party beneficiary hereunder and may enforce any such right, remedy
      or claim conferred, given or granted hereunder.

     

    
      
        
          
          

        

        
          -31-

          
            

          

        

        
          
          

        

      

    

    


          
      IN WITNESS WHEREOF, the Issuer and the Company have caused this Agreement to
      be
      signed in their behalf by their duly authorized representatives as of the date
      set forth above.

    


    


    RAPIDES
      FINANCE
      AUTHORITY

    


    


    


    By:         /s/
      David C. Butler
      II                      
  

                              
       Chairman

    ATTEST:

    


    


    


    By:         /s/
      Granvel
      Meytoyer               


              
      Secretary                                             [SEAL]

    


     

     

    WITNESSES:

    
/s/
      Scott M.
      Brame                           


    


    


    /s/Tia
      Jameson                                  


     

     

     

    CLECO
      POWER LLC

    


    


    


    By:         /s/
      Kathleen F.
      Nolen                
              


                                                       
        Senior Vice President

            
                     
 and Chief Financial Officer 

    


    WITNESSES:

    


    


    /s/
      Shelley
      Malone                               
 

    


    /s/
      Sharon G.
      Chelette                        



    



    
      
        
        

      

      
        -32-

        
          

        

      

       

    

    
       

      EXHIBIT
        A

    

    


    DESCRIPTION
      OF THE PROJECT

    


    The
      Project consists of the
      acquisition, construction, and installation of solid waste disposal or recycling
      and sewage facilities at the solid-fuel power plant of Cleco Power LLC to be
      located in the Parish of Rapides, State of Louisiana. These facilities consist
      of real estate, equipment, and systems which will be acquired, constructed,
      and
      installed for use as pollution control, solid waste disposal facilities,
      recycling facilities, resource recovery facilities or industrial sewage and
      wastewater treatment facilities.

    


    The
      pollution control facilities
      capture, reduce and process air and water emissions including flue gases, NOx,
      SOx, air-borne particulate matter, mercury, wastewater, and other pollutants
      in
      accordance with applicable environmental regulations.  The principal
      components and equipment comprising the pollution control facilities may
      include, without limitation, NOx treatment systems, scrubber systems, baghouses,
      electrostatic precipitators, flue gas desulfurization systems, selective
      catalytic reduction (SCR) systems, activated carbon injection systems, mercury
      removal and disposal systems, ash handling and disposal systems, and wastewater
      collection, storage, and treatment systems.  The pollution control
      facilities also include functionally related and subordinate auxiliaries,
      utilities, structures and buildings, associated electrical and mechanical
      systems, instrumentation and control systems, and site
      development.  Due to evolving environmental rules and regulations, any
      of the pollution control systems and components listed above may be substituted
      with other facilities that perform the same or similar pollution control
      functions.

    


    The
      solid waste disposal or recycling
      facilities dispose and recycle solid wastes including fly ash, bottom ash,
      spent
      resins, pyrites, flue gas scrubber related wastes, and waste
      fuel(s).  The components of the solid waste disposal and recycling
      facilities may include, without limitation, bottom ash and fly ash collection
      systems, solid waste handling and disposal systems, scrubber waste collection,
      storage, handling and disposal systems, ash handling and disposal or recycling
      systems, ash pond improvements and closures, spent resin handling and disposal
      or recycling systems, and certain property that is functionally related and
      subordinate to the foregoing systems and components.  These integrated
      facilities include process equipment, utilities or support systems, and related
      structures and buildings.  The facilities are property used for the
      collection, storage, treatment, utilization, processing or final disposal of
      solid waste.

    


    The
      sewage facilities collect,
      handle, store, treat, and discharge process wastewater and contact storm water
      as required by applicable environmental regulations.  The components
      of the sewage facilities may include, without limitation, piping, sewers,
      wastewater collection systems, sanitary sewage systems, impoundments, oil/water
      separators, bioreactors and treatment units, clarifiers, sludge handling
      systems, discharge systems, related auxiliary systems, and certain property
      that
      is functionally related and subordinate to the foregoing systems and components.
      The solid waste disposal or recycling facilities also include the portion of
      the
      plant attributable to the usage and recycling of waste fuel(s). These facilities
      also include process equipment, utilities or support systems, and related
      buildings and structures.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    DESCRIPTION
      OF THE SITE

    


    


    The
      Project is located at 275
      Rodemacher Road, Lena, Louisiana 71447-9708 and is described as
      follows:

    


    


    



    
      
        
        

      

      
        
          

        

      

       

    

    EXHIBIT
      C

    


    FORM
      OF NOTE

    


    


    NOTICE:  This
      Note has been endorsed, pledged and assigned by the Rapides Finance Authority
      to
      The Bank of New York Trust Company, N.A., as trustee under the Indenture (as
      defined below), and this Note is held in trust by such The Bank of New York
      Trust Company, N.A., as trustee, under such Indenture, reference to which is
      made for the terms on which this Note is held.

    


    $60,000,000                                                                                         __________,
      2007

    


    FOR
      VALUE
      RECEIVED, Cleco Power LLC, a Louisiana limited liability
      company (the "Company"), does hereby promise to pay to the order of the
Rapides Finance Authority (hereinafter called the "Issuer") at
      the corporate trust office of The Bank of New York Trust Company, N.A. (the
      "Trustee"), or any successor trustee acting as such under that certain Indenture
      of Trust (the "Indenture") dated as of November 1, 2007 by and between the
      Issuer and the Trustee, in lawful money of the United States of America, the
      principal sum of Sixty Million Dollars ($60,000,000), and to pay interest on
      the
      unpaid principal amount hereof, in like money, at such office in the amounts
      specified in Section 4.1(a) of the Loan Agreement hereinafter
      referenced.

    


    ALL
      SUMS
      paid hereon shall be applied first to the satisfaction of accrued interest
      and
      the balance to the unpaid principal.

    


    This
      Note
      is due and payable on November1, 2037.  Interest on the Note is due
      and payable on each Interest Payment Date and at maturity in the amounts and
      at
      the rate specified in Section 4.1(a) of the Loan Agreement.

    


    THIS
      NOTE
      is the Note referred to in that certain Loan Agreement dated as of November
      1,
      2007 by and between the Company and the Issuer (the "Loan Agreement"), and
      is
      subject to, and is executed in accordance with, all of the terms, conditions
      and
      provisions thereof, including those respecting prepayment and the acceleration
      of maturity and is further subject to all of the terms, conditions and
      provisions of the Indenture, all as provided in the Loan Agreement.

    


    THIS
      NOTE
      is a contract made under and shall be construed in accordance with and governed
      by the laws of the State of Louisiana.

    


    


    CLECO
      POWER LLC

    


    


    


    By:  _____________________________________

    Title:

    


    



    
       

      
        
        

        
          

        

      

       

    

     

     

    ENDORSEMENT

    (To
      be
      set forth on back of Note)

    


    


    Pay
      to
      the order of The Bank of New York Trust Company, N.A., as Trustee, without
      recourse or warranty, except warranty of good title and warranty that the Issuer
      has not assigned this Note to a person other than the Trustee and that the
      principal amount of $60,000,000 remains unpaid under this Note.

    


    


    RAPIDES
      FINANCE
      AUTHORITY

    


    


    


    By:  ____________________________________

                                         Chairman

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    FORM
      OF COMPLETION CERTIFICATE

    


    


    The
      undersigned, a duly authorized
      officer of Cleco Power LLC (the "Company"), hereby certifies that:

    


    1.   As
      of the date of
      this Completion Certificate, [the Project has been completed
      and placed in service] OR [the Final Payment
      Date has occurred].

    


    2.   $____________
      is
      the amount of Proceeds expended for Qualifying Costs, $____________ for Project
      Costs that were not Qualifying Costs and $_____________ for Issuance
      Costs.

    


    3.   [if
      the
      Final Payment Date has not occurred] $_____________ is the amount which
      the Trustee is to retain in the Construction Fund for payment of amounts now
      subject to dispute or not now due.

    


    All
      capitalized terms used herein
      shall have the means given to them in the Loan Agreement dated as of November
      1,
      2007 between the Company and the Rapides Finance Authority (the "Loan
      Agreement").

    


    


    CLECO
      POWER LLC

    


    


    By:         __________________________________

    Authorized
      Company
      Representative

    


    Date:  ________________________