0001193125-16-592981 Sample Contracts

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, 2016
Registration 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”).

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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 2046
Cleco 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.

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 2026
Supplemental 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 CORPORATE HOLDINGS LLC, as Issuer, and WELLS FARGO BANK, N.A., as Trustee Indenture Dated as of May 17, 2016
Indenture • May 17th, 2016 • Cleco Corporate Holdings LLC • Electric services • New York

INDENTURE, dated as of May 17, 2016 between CLECO CORPORATE HOLDINGS LLC, a Louisiana limited liability company (the “Company”), and WELLS FARGO BANK, N.A., a national banking association, as trustee (the “Trustee”).

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