0001193125-10-260105 Sample Contracts

Cleco Power LLC Underwriting Agreement
Underwriting Agreement • November 15th, 2010 • Cleco Corp • 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:

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