0001089819-11-000007 Sample Contracts

AMENDMENT NO. 1 Dated as of January 27, 2011 to LOAN AGREEMENT Dated as of February 19, 2010
Loan Agreement • February 24th, 2011 • Cleco Corp • Electric services • New York

THIS AMENDMENT NO. 1 (“Amendment”) is made as of January 27, 2011 by and among Cleco Corporation (the “Borrower”), the financial institutions listed on the signature pages hereof (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Loan Agreement dated as of February 19, 2010 by and among the Borrower, the Lenders and the Administrative Agent (as may be further amended, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Loan Agreement.

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THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ACADIA POWER PARTNERS, LLC
Limited Liability Company Agreement • February 24th, 2011 • Cleco Corp • Electric services • Delaware

This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Acadia Power Partners, LLC, a Delaware limited liability company (the “Company”), is made as of February 23, 2010 (“Restatement Date”), by Cajun Gas Energy, L.L.C., a Delaware limited liability company (“Cajun”), as the sole member (the “Member”) of the Company.

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