EXHIBIT 1.2 CLECO CORPORATION (THE "COMPANY") 8 3/4% SENIOR NOTES DUE 2005 TERMS AGREEMENTUnderwriting Agreement • May 24th, 2000 • Cleco Corp • Electric services • New York
TERMS AGREEMENTTerms Agreement • April 28th, 2003 • Cleco Corp • Electric services
EXECUTIVE EMPLOYMENT AGREEMENT (LEVEL 1)Executive Employment Agreement • March 30th, 2001 • Cleco Corp • Electric services • Louisiana
EXHIBIT 1.1 CLECO CORPORATION Debt Securities UNDERWRITING AGREEMENT 1. Introduction. Cleco Corporation, a Louisiana corporation (the "Company"), proposes to issue and sell from time to time certain of its unsecured debt securities registered under...Underwriting Agreement • April 28th, 2003 • Cleco Corp • Electric services • New York
toCleco Corp • March 30th, 2000 • Electric services • New York
ANDCleco Corp • May 24th, 2000 • Electric services • New York
ANDCleco Corp • April 28th, 2003 • Electric services • New York
Common StockCleco Corp • May 7th, 2002 • Electric services • New York
CLECO CORPORATION To BANK ONE, N.A. TrusteeCleco Corp • May 8th, 2000 • Electric services • New York
ANDRights Agreement • July 28th, 2000 • Cleco Corp • Electric services • Louisiana
REGISTRATION RIGHTS AGREEMENT by and among CLECO CORPORATE HOLDINGS LLC and Mizuho Securities USA Inc. Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. and Other Initial Purchasers Dated as of May 17, 2016Registration Rights Agreement • May 17th, 2016 • Cleco Corporate Holdings LLC • Electric services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 17, 2016, by and among CLECO CORPORATE HOLDINGS LLC, a Louisiana limited liability company (the “Company”), Mizuho Securities USA Inc., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc. and the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 3.743% Senior Secured Notes due 2026 (the “2026 Notes”) and 4.973% Senior Secured Notes due 2046 (the “2046 Notes and, together with the 2026 Notes, the “Initial Securities”).
CREDIT AGREEMENT dated as of November 23, 2010 among CLECO POWER LLC, as Borrower The Lenders Party Hereto CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK AND KEYBANK NATIONAL ASSOCIATION, as Syndication Agents JPMORGAN SECURITIES LLC, CRÉDIT AGRICOLE...Credit Agreement • November 30th, 2010 • Cleco Corp • Electric services • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of November 23, 2010, is made by and among CLECO POWER LLC, the Lenders party hereto, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK AND KEYBANK NATIONAL ASSOCIATION, as syndication agents hereunder, DEUTSCHE BANK AG NEW YORK BRANCH and U.S. BANK NATIONAL ASSOCIATION, as documentation agents hereunder, and JPMORGAN CHASE BANK, N.A. as Administrative Agent for the Lenders hereunder.
CREDIT AGREEMENT dated as of November 23, 2010 among CLECO CORPORATION, as Borrower The Lenders Party Hereto CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK AND KEYBANK NATIONAL ASSOCIATION, as Syndication Agents JPMORGAN SECURITIES LLC, CRÉDIT AGRICOLE...Credit Agreement • November 30th, 2010 • Cleco Corp • Electric services • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of November 23, 2010, is made by and among CLECO CORPORATION, the Lenders party hereto, CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK AND KEYBANK NATIONAL ASSOCIATION, as syndication agents hereunder, DEUTSCHE BANK AG NEW YORK BRANCH and U.S. BANK NATIONAL ASSOCIATION, as documentation agents hereunder, and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders hereunder.
Cleco Power LLC 4.33% Senior Notes due May 15, 2027 Note Purchase Agreement Dated May 8, 2012Note Purchase Agreement • May 9th, 2012 • Cleco Corp • Electric services • New York
Cleco Power LLC, a Louisiana limited liability company (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
Cleco Power LLC 5.12% Senior Notes due December 16, 2041 Note Purchase Agreement Dated December 16, 2011Cleco Corp • December 19th, 2011 • Electric services • New York
Cleco Power LLC, a Louisiana limited liability company (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:
REGISTRATION RIGHTS AGREEMENT by and among CLECO CORPORATE HOLDINGS LLC and Mizuho Securities USA LLC Credit Agricole Securities (USA) Inc. Scotia Capital (USA) Inc. Dated as of September 11, 2019Registration Rights Agreement • September 12th, 2019 • Cleco Corporate Holdings LLC • Electric services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 11, 2019, by and among CLECO CORPORATE HOLDINGS LLC, a Louisiana limited liability company (the “Company”), Mizuho Securities USA LLC, Credit Agricole Securities (USA) Inc., Scotia Capital (USA) Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 3.375% Senior Notes due 2029 (the “Initial Securities”).
CREDIT AGREEMENT dated as of May 21, 2021 among CLECO CORPORATE HOLDINGS LLC, as Borrower The Lenders Party Hereto, and REGIONS BANK, as Administrative AgentCredit Agreement • May 26th, 2021 • Cleco Corporate Holdings LLC • Electric services • New York
CREDIT AGREEMENT (this “Agreement”) dated as of May 21, 2021 among CLECO CORPORATE HOLDINGS LLC, a Louisiana limited liability company (the “Borrower”), the LENDERS from time to time party hereto and REGIONS BANK, as Administrative Agent.
CLECO CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT (Level One)Executive Employment Agreement • August 4th, 2010 • Cleco Corp • Electric services • Louisiana
This Executive Employment Agreement (the “Agreement”) is made and entered into by and between Darren J. Olagues (“Executive”), and Cleco Corporation, a Louisiana corporation (the “Company”), and is intended to amend, restate, and replace, in its entirety, that certain Executive Employment Agreement (Level 1) by and between the Company and Executive dated July 30, 2007 (the “Prior Agreement”).
OPERATING AGREEMENT OF CLECO POWER LLC (Revised effective July 1, 2009)Operating Agreement • August 5th, 2009 • Cleco Corp • Electric services • Louisiana
THIS OPERATING AGREEMENT (this “Agreement”), effective as of the 13th day of December, 2000, is entered into by and between Cleco Power LLC, a Louisiana limited liability company (the “Company”), organized pursuant to Title 12, Chapter 22 of the Louisiana Revised Statutes, the Louisiana Limited Liability Company Law (the “LaLLCL”), and Cleco Corporation, a Louisiana corporation, the Company’s sole member on the date hereof (the “Initial Member”), who agree as follows:
Loan Agreement between Rapides Finance Authority and Cleco Power LLC Dated as of October 1, 2008Loan Agreement • May 5th, 2010 • Cleco Corp • Electric services • Louisiana
This Loan Agreement dated as of October 1, 2008 (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").
ContractExecutive Employment Agreement • July 6th, 2006 • Cleco Corp • Electric services • Louisiana
364 DAY CREDIT AGREEMENT dated as of May 7, 2003 among CLECO POWER LLC, as Borrower The Lenders Party Hereto BANK ONE, NA, as Syndication Agent WESTLB AG, NEW YORK BRANCH as Documentation Agent and THE BANK OF NEW YORK, as Administrative Agent BNY...364 Day Credit Agreement • August 11th, 2003 • Cleco Corp • Electric services • New York
TERM LOAN AGREEMENT dated as of May 21, 2021 among CLECO CORPORATE HOLDINGS LLC, as Borrower The Lenders Party Hereto, and REGIONS BANK, as Administrative AgentTerm Loan Agreement • May 26th, 2021 • Cleco Corporate Holdings LLC • Electric services
TERM LOAN AGREEMENT (this “Agreement”) dated as of May 21, 2021 among CLECO CORPORATE HOLDINGS LLC, a Louisiana limited liability company (the “Borrower”), the LENDERS from time to time party hereto and REGIONS BANK, as Administrative Agent.
CLECO CORPORATE HOLDINGS LLC, AS ISSUER AND WELLS FARGO BANK, N.A., AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE Dated as of May 17, 2016 4.973% Senior Secured Notes due 2046Cleco Corporate Holdings LLC • May 17th, 2016 • Electric services • New York
Reference is hereby made to the Indenture dated as of May 17, 2016 between Cleco Corporate Holdings LLC and Wells Fargo Bank, N.A., as Trustee, as supplemented, including by the Second Supplemental Indenture dated as of May 17, 2016 (collectively, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ACADIA POWER PARTNERS, LLC Dated as of May 9, 2003Limited Liability Company Agreement • November 2nd, 2009 • Cleco Corp • Electric services • Delaware
This Second 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 May 9, 2003 ("Restatement Date"), by and between Calpine Acadia Holdings, LLC, a Delaware limited liability company ("Calpine"), and Acadia Power Holdings, LLC, a Louisiana limited liability company ("Acadia Holdings"), as the sole members of the Company.
CLECO CORPORATION SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • August 29th, 2006 • Cleco Corp • Electric services • Louisiana
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made effective as of August 14, 2006 (the “Effective Date”) between Cleco Corporation and each of its subsidiaries and affiliates (the “Company”), and R. O’Neal Chadwick, Jr. (“Employee”).
PURCHASE AND SALE AGREEMENT by and between CENTRAL MISSISSIPPI GENERATING COMPANY, LLC and ATTALA TRANSMISSION LLC Dated as of March 16, 2005Purchase and Sale Agreement • June 29th, 2005 • Cleco Corp • Electric services • New York
THIS PURCHASE AND SALE AGREEMENT, dated as of March 16, 2005, is made and entered into by and between Central Mississippi Generating Company, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Seller”), and Attala Transmission LLC, a limited liability company organized and existing under the laws of the State of Louisiana (“Purchaser”).
Cleco Power LLC Underwriting AgreementCleco Corp • November 15th, 2010 • Electric services • New York
Cleco Power LLC, a Louisiana limited liability company (the “Company”), confirms its agreement with J.P. Morgan Securities LLC, Credit Agricole Securities (USA) Inc. and KeyBanc Capital Markets Inc. and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 8 hereof), for whom J.P. Morgan Securities LLC, Credit Agricole Securities (USA) Inc. and KeyBanc Capital Markets Inc. are acting as representatives (in such capacity, hereinafter referred to as the “Representatives”) as follows:
CLECO CORPORATE HOLDINGS LLC, AS ISSUER AND WELLS FARGO BANK, N.A., AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE Dated as of May 17, 2016 3.743% Senior Secured Notes due 2026Supplemental Indenture • May 17th, 2016 • Cleco Corporate Holdings LLC • Electric services • New York
Reference is hereby made to the Indenture dated as of May 17, 2016 between Cleco Corporate Holdings LLC and Wells Fargo Bank, N.A., as Trustee, as supplemented, including by the First Supplemental Indenture dated as of May 17, 2016 (collectively, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
Cleco Corporation ____________ Shares [Title of Equity Securities] (par value $_____ per share) Underwriting AgreementCleco Corp • April 8th, 2005 • Electric services • New York
TERM LOAN AGREEMENT dated as of March 20, 2013 among CLECO POWER LLC,as Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentTerm Loan Agreement • March 26th, 2013 • Cleco Corp • Electric services • New York
THIS TERM LOAN AGREEMENT (this “Agreement”), dated as of March 20, 2013 is among CLECO POWER LLC, the Lenders party hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent for the Lenders.
AMENDMENT NO. 1 AND WAIVER NO. 1Cleco Corp • November 2nd, 2009 • Electric services • New York
AMENDMENT NO. 1 AND WAIVER NO. 1 (this “Amendment and Waiver”), dated as of August 18, 2009, to and under the First Amended and Restated Credit Agreement, dated as of June 2, 2006, among CLECO CORPORATION. (the “Borrower”), the LENDERS party thereto, JPMORGAN CHASE BANK, N.A. and WESTLB AG, NEW YORK BRANCH, as Syndication Agents, KEYBANK NATIONAL ASSOCIATION, UNION BANK OF CALIFORNIA, N.A., CALYON, NEW YORK BRANCH and COBANK, ACB, as Documentation Agents and THE BANK OF NEW YORK MELLON (formerly The Bank of New York), as Administrative Agent, (as amended, supplemented or otherwise modified, the “Credit Agreement”).
GUARANTYGuaranty • April 26th, 2007 • Cleco Corp • Electric services
THIS UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (“Guaranty”) is made as of the 23 day of April, 2007 by Cleco Corporation, a Louisiana corporation (“Guarantor”), in favor of Calpine Acadia Holdings, LLC, a Delaware limited liability company (“Seller”). All of the obligations of Guarantor arising hereunder shall be binding on the undersigned, and its successors and assigns, and the term “Guarantor” shall mean all of such parties and each of them individually.
LOAN AGREEMENT dated as of February 19, 2010 among CLECO CORPORATION, as Borrower The Lenders Party Hereto CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Syndication Agent and JPMORGAN CHASE BANK, N.A., as Administrative Agent...Insurance Agreement • February 25th, 2010 • Cleco Corp • Electric services • New York
LOAN AGREEMENT, dated as of February 19, 2010, by and among CLECO CORPORATION, the Lenders party hereto, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as syndication agent hereunder, and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders hereunder.
CLECO CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT Compliance Addendum - Code Section 409AEmployment Agreement • December 9th, 2008 • Cleco Corp • Electric services • Louisiana
Cleco Corporation, a corporation organized and existing under the laws of the State of Louisiana (the “Company”), previously entered into an Executive Employment Agreement with Executive dated the date set forth above (the “Agreement”), providing for, among other things, the payment or provision of certain amounts and benefits now subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). This Addendum is intended to comply with the provisions of Code Section 409A and is to be interpreted and construed in a manner consistent with such intent. To the extent the provisions of this Addendum are inconsistent with the provisions of the Agreement, the terms of this Addendum shall govern.
