EXHIBIT 1.2
CLECO CORPORATION
(the "Company")
7.0% Notes due May 1, 2008
TERMS AGREEMENT
April 23, 2003
To: BNY Capital Markets, Inc.
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Banc One Capital Markets, Inc.
1 Bank Xxx Xxxxx
Xxxxx XX 0-0000
Xxxxxxx, XX 00000
Hibernia Southcoast Capital, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Xxxxxx Xxxxxx & Company, Inc.
Xxxxxx Xxxxxx Tower
00 Xxxxx Xxxxx Xxxxxx, 00/xx/ Xxxxx
Xxxxxxx, XX 00000
Dear Ladies and Gentleman:
The undersigned agrees to sell to you, for your account (as
specified in Schedule I hereto), on and subject to the terms and conditions of
the Underwriting Agreement (the "Underwriting Agreement," a copy of which is
attached hereto as Appendix A) the following securities ("Offered Securities")
on the following terms:
Title: 7.0% Notes due May 1, 2008.
Principal Amount: $100,000,000.
Percentage of Principal Amount: The Offered Securities shall
be issued at 99.583% of their principal amount plus accrued interest, if any,
from April 28, 2003.
Purchase Price: 98.083% of the principal amount of the Offered
Securities plus accrued interest, if any, from April 28, 2003.
Interest: 7.0% per annum from April 28, 2003, payable semiannually in
arrears on May 1st and November 1st of each year, commencing November 1,
2003, to holders of record on the preceding April 15th or October 15th, as
the case may be.
Maturity Date: May 1, 2008.
Optional Redemption: The Company may redeem the Offered Securities, in
whole or in part, at any time, according to the price formula set forth in
the Prospectus Supplement dated April 23, 2003 (the "Prospectus
Supplement") to the Prospectus dated May 12, 2000 under the caption
"Description of the Notes--Optional Redemption."
Sinking Fund: None.
Listing: None.
Closing: 9:00 a.m., Eastern Standard Time, on April 28, 2003, at the
offices of Sidley Xxxxxx Xxxxx & Xxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 or at such other place as shall be agreed upon by the Underwriters
and the Company, in federal (same day) funds. The Offered Securities will be
made available for checking and packaging at the office of Sidley Xxxxxx Xxxxx &
Xxxx LLP at least 24 hours prior to the Closing Date.
Settlement and Trading: Book-Entry Only via DTC.
The provisions of the Underwriting Agreement are incorporated herein
by reference.
For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by the Underwriters for use in the
Prospectus consists of the following information in the Prospectus Supplement:
the fourth paragraph, the third sentence of the fifth paragraph, the seventh
paragraph, the third sentence of the eighth paragraph and the second sentence in
the ninth paragraph under the caption "Underwriting" in the Prospectus
Supplement.
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and you in
accordance with its terms.
Very truly yours,
CLECO CORPORATION
By: Xxxxxxxx Xxxxx
-----------------------
Name: Xxxxxxxx Xxxxx
Title: Treasurer
The foregoing Terms Agreement is hereby confirmed
and accepted as of the date first above written.
BNY CAPITAL MARKETS, INC.
By: /s/ Xxxxx Xxxxxxx
----------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
BANC ONE CAPITAL MARKETS, INC.
By: /s/ C. Victor Manny
----------------------------
Name: C. Victor Manny
Title: Managing Director
HIBERNIA SOUTHCOAST CAPITAL, INC.
By: /s/ Xxxx Xxxxxxxxxx
----------------------------
Name: Xxxx Xxxxxxxxxx
Title: Senior Vice President
XXXXXX XXXXXX & COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
----------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: First Vice President
SCHEDULE I
NAME OF UNDERWRITER PRINCIPAL AMOUNT OF
-------------------
NOTES
-----------------
BNY Capital Markets, Inc. $ 60,000,000
Banc One Capital Markets, Inc. $ 30,000,000
Hibernia Southcoast Capital, Inc. $ 5,000,000
Xxxxxx Xxxxxx & Company, Inc. $ 5,000,000
------------
$100,000,000
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