Common use of Representations and Warranties of the Issuer Clause in Contracts

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement on such form on December 17, 2024 (Registration Nos. 333-283875 and 333-283875-01), as amended by Amendment No. 1 thereto dated January 27, 2025, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Powerthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17September 8, 2024 2025 (Registration Nos. 333-283875 290125 and 333-283875290125-01), as amended by Amendment No. 1 thereto dated January 27filed October 22, 2025, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 561,398,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-290125 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared become effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos 333-290125 and 3▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-290125 and 3▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby and Schedule IV hereto, considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerConsumers, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17May 2, 2024 2014 (Registration Nos. 333-283875 195654 and 333-283875195654-01), [as amended by Amendment No. 1 thereto dated January 27filed [ ], 20252014 and Amendment No. 2 thereto filed [ ], 2014,] including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 [ ] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-195654 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-195654 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B under the Securities Act (“Rule 430A430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The offer and sale of the Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) ), and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Kentucky Power, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17January 2, 2024 2025 (Registration Statement Nos. 333-283875 284112 and 333-283875284112-01), as amended by Amendment No. 1 thereto dated January 27April 18, 2025, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 $ aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment amendments thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below)) hereby considered together, are referred to herein as the “Pricing Package.”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities SF-1, and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerDTE, in its capacity as co-registrant and in its capacity as sponsor for with the Issuerrespect to the Bonds, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17August 11, 2024 2023 (Registration Nos. 333-283875 273931 and 333-283875273931-01), as amended by Amendment No. 1 thereto dated January 27filed October 10, 20252023, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 601,600,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-273931 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and Commission, no stop order suspending such effectiveness has been issued under the Securities Act Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, Statement Nos. 333-273931 and ▇▇▇-▇▇▇▇▇▇-▇▇ and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties hereto agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the . The most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with hereto and the data used to produce the CDI InTex file (the “Company InTex File (as defined belowInformation”), considered together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerPNM, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement on such form on December 17September 8, 2024 2023 (Registration Nos. 333-283875 274433 and 333-283875274433-01), as amended by Amendment No. 1 thereto dated January 27October [13], 20252023, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 343,200,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-274433 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-274433 and 3▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; , and the most recent preliminary prospectus prospectus, dated [ ], 2023, that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex data used to produce the Intex File (as defined below) (“Company Intex File Information”), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerEvergy Missouri West, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 1720, 2024 2022 (Registration Nos. 333-283875 268913 and 333-283875268913-01), as amended by Amendment No. 1 thereto dated January October 27, 20252023, Amendment No. 2 thereto dated January 19, 2024, and Amendment No. 3 thereto dated [●], 2024, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 [●] aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerSIGECO, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement on such form on December 17March 24, 2024 2023 (Registration Nos. 333-283875 270851 and 333-283875270851-01), as amended by Amendment No. 1 thereto dated January 27[ ], 20252023[, Amendment No. 2 thereto dated [ ], 2023], including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 [341,450,000] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-270851 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-270851 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The , and the Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Powerthe Company, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17November 2, 2024 2011 (Registration Nos. 333-283875 333- 177662 and 333-283875177662-01), as amended by Amendment No. 1 thereto dated January 27December 2, 20252011, as amended by Amendment No. 2 thereto dated December 16, 2011, as amended by Amendment No. 3 thereto dated December 22, 2011, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 1,695,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-177662 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No transition bonds registered with the Commission under the Securities Act pursuant to Registration Nos. 333-177662 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementNos. 333-177662 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first “contract of sale sale” (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerETI, in its capacity as co-registrant and in its capacity as sponsor for and depositor with respect to the IssuerBonds, have prepared and filed with the Commission a registration statement on such form on December 17September 3, 2024 (Registration Nos. 333-283875 and 333-283875-01)2021, as amended by Amendment No. 1 thereto dated January 27filed February 1, 20252022 and Amendment No. 2 thereto filed March [__], 2022, including a prospectus (the “Registration Statement”)preliminary prospectus, for the registration under the Securities Act of up to $305,000,000 294,450,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-259293 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and Commission, no stop order suspending such effectiveness has been issued under the Securities Act Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-259293 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties hereto agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the .” The most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus (whether or not filed with the Commission pursuant to Rule 424(b) under the Securities Act Act) and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses Prospectus (as defined below) identified in Section B of Schedule III hereby hereto and the data used to produce the CDI InTex file (the “CDI InTex File”) considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerAmeren, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17October 11, 2024 (Registration NosNo. 333-283875 282616 and 333-283875282616-01), as amended by Amendment No. 1 thereto dated January 27filed October 28, 20252024 and Amendment No. 2 thereto filed November [__], 2024 including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 [______] aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters each Underwriter that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Powerthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December January 17, 2024 (Registration Nos. 333-283875 276553 and 333-283875276533-01), as amended by Amendment No. 1 thereto dated January 27filed March 8, 20252024, and Amendment No. 2 thereto filed March 22, 2024, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 177,365,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-276553 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos 333-276553 and 3▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-276553 and 3▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section Part A and Part B of Schedule III hereby hereto, considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters each Underwriter that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Powerthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December January 17, 2024 (Registration Nos. 333-283875 276553 and 333-283875276533-01), as amended by Amendment No. 1 thereto dated January 27filed March 8, 20252024, and Amendment No. 2 thereto filed [March 22, 2024], including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 177,365,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-276553 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos 333-276553 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-276553 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section Part A and Part B of Schedule III hereby hereto, considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerAmeren, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17October 11, 2024 (Registration NosNo. 333-283875 282616 and 333-283875282616-01), as amended by Amendment No. 1 thereto dated January 27filed October 28, 20252024 and Amendment No. 2 thereto filed November 15, 2024 including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 476,121,000 aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17October 30, 2024 2009 (Registration NosNo. 333-283875 and 333-283875-01162749), as amended by Amendment No. 1 thereto dated January 27December 2, 20252009, Amendment No. 2 thereto dated December 14, 2009, and Amendment No. 3 thereto dated December 15, 2009, including a prospectus (the “Registration Statement”)form of prospectus, for the registration under the Securities Act of up to $305,000,000 82,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-162749”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-162749 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-162749, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430A or Rule 430C, as appropriate. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), is referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with which was included in the Commission pursuant most recent amendment to Rule 424(b) under the Securities Act Registration Statement and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus Issuer is not, and at the Issuer Free Writing Prospectuses (time of filing the Registration Statement was not, an “ineligible issuer” as defined below) identified in Section B under Rule 405 of Schedule III hereby considered together with the InTex File Securities Act (as defined below“Rule 405”), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from Issuer has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 on December 21, 2004 (Registration No. 333-121505), as amended by Amendment No. 1 thereto, including a prospectus and in accordance with such guidance the Issuer and the Bonds meet the requirements form of prospectus supplement, for the use of Form SF-1 registration under the Securities Act of 1933, as amended (the “"Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement on such form on December 17, 2024 (Registration Nos. 333-283875 and 333-283875-01"), as amended by Amendment No. 1 thereto dated January 27, 2025, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 1,857,000,000 aggregate principal amount of the Bondsits transition bonds. The Such registration statement, as amended ("Registration Statement No. 333-121505"), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-121505 have been previously issued. References herein to the term “"Registration Statement” " shall be deemed to refer to the Registration StatementStatement No. 333-121505, including any amendment theretoall documents incorporated by reference therein pursuant to Item 12 of Form S-3 ("Incorporated Documents") at the time it became effective, in the form in which it was declared effective by the Commission, and including any required information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 430B under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “"Final Prospectus”; ;" and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “"Pricing Prospectus”. The Pricing Prospectus ." (i) At the earliest time after the filing of the Registration Statement that the Issuer or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Bonds and (ii) at the date hereof, the Issuer was not and is not an "ineligible issuer," as defined in Rule 405 under the Securities Act. (c) At any date as of which any part of the Registration Statement relating to the Bonds became effective in accordance with the rules and regulations under the Securities Act (each such date, an "Effective Date") the Registration Statement fully complied, and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together Final Prospectus, both at the date and time it is filed with the InTex File Commission pursuant to Rule 424 (such date and time, the "424 Date") and at the Closing Date, and the Indenture, at the Closing Date, will fully comply, in all material respects with the applicable provisions of the Securities Act and the Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), respectively, and, in each case, the applicable instructions, rules and regulations of the Commission thereunder; the Registration Statement, at each Effective Date, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Final Prospectus, both on the 424 Date and at the Closing Date, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on said dates the Incorporated Documents, taken together as a whole, fully complied or will fully comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable rules and regulations of the Commission thereunder; provided that the foregoing representations and warranties in this paragraph (c) shall not apply to statements or omissions made in reliance upon information furnished in writing to the Issuer or the Company by, or on behalf of, any Underwriter through the Representatives expressly for use in connection with the preparation of the Registration Statement or the Final Prospectus or to any statements in or omissions from any Statements of Eligibility on Form T-1 (or amendments thereto) of the Indenture Trustee under the Indenture filed as exhibits to the Registration Statement or Incorporated Documents or to any statements or omissions made in the Registration Statement or the Final Prospectus relating to The Depository Trust Company ("DTC") Book-Entry System that are based solely on information contained in published reports of the DTC. (d) As of the Applicable Time (as defined below), are referred the Pricing Prospectus and each Issuer Free Writing Prospectus (as defined below), considered together, did not include any untrue statement of a material fact or omit to herein state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that the principal amount of the Bonds, the tranches, the initial principal balances, the scheduled final payment dates, the final maturity dates, the expected average lives, the Expected Amortization Schedule and the Expected Sinking Fund Schedule described in the Pricing Prospectus were subject to change based on market conditions, and the interest rate, price to the public and underwriting discounts and commissions for each tranche was not included in the Pricing Prospectus). The preceding sentence does not apply to statements in or omissions from the Pricing Prospectus and each Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer or the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 11(b) hereof. "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433, relating to the “Pricing Package”Bonds and issued prior to the Applicable Time that is listed on Schedule IV hereto (and only to the extent listed on such Schedule), in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Issuer's records pursuant to Rule 433(g). References to the term "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act. References to the term "Applicable Time" means 4:00 PM, central time, on the date hereof.

Representations and Warranties of the Issuer. The Issuer represents and warrants to to, and agrees with, the several Underwriters thatDistributor as follows: (a) The Bonds have A registration statement (No. 333-116241), including a prospectus, relating to $15,000,000,000 aggregate amount of securities of the Issuer, including the Securities (the “Registered Securities”) (including a prospectus which, as supplemented from time to time, shall be used in connection with sales of the Securities) has been registered on Form SF-1 pursuant to guidance from filed with the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a Such registration statement on such form on December 17, 2024 (Registration Nos. 333-283875 and 333-283875-01)statement, as amended by Amendment No. 1 thereto dated January 27as of the Closing Date (as defined in Section 3(e) hereof), 2025, including a prospectus (is hereinafter referred to as the “Registration Statement”, and the prospectus included in such Registration Statement, as supplemented so as generally to describe the Securities and the terms of the offering of the Securities, including all material incorporated by reference therein, is hereinafter referred to as the “Prospectus”. Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. (b) On the effective date of the Registration Statement, such Registration Statement conformed in all respects to the requirements of the Act, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission (“Rules and Regulations”) and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the Closing Date, and at each of the times of acceptance and of delivery referred to in Section 6(a) hereof and at each of the times of amendment or supplementing referred to in Section 6(b) hereof (the Closing Date and each such time of amendment or supplement being herein sometimes referred to as a “Representation Date”), the Registration Statement and the Prospectus as then amended or supplemented will conform in all respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Issuer by the Distributor specifically for use therein. (c) The Issuer has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Issuer is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification. (d) Each subsidiary of the Issuer has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Issuer is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock of each subsidiary of the Issuer has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Issuer, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (e) The Indenture has been duly authorized, executed and delivered by the Issuer and duly qualified under the Trust Indenture Act and constitutes a valid and legally binding obligation of the Company enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; the Securities have been duly authorized, and when the Securities have been delivered and paid for pursuant to this Agreement, the Securities will have been duly executed, authenticated, issued and delivered and will conform to the description thereof contained in the Prospectus and will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. (f) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the registration consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Securities by the Issuer, except such as have been obtained and made under the Securities Act of up to $305,000,000 aggregate principal amount and the Trust Indenture Act and such as may be required under state securities laws. (g) The execution, delivery and performance of the Bonds. The Registration Statement Indenture and this Agreement do not, and the completion, execution and issuance of each particular Security in accordance with the Indenture, the sale by the Issuer of such Security in accordance with this Agreement and compliance with the terms and provisions thereof will not, result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Issuer or any subsidiary of the Issuer or any of their properties, or any agreement or instrument to which the Issuer or any such subsidiary is a party or by which the Issuer or any such subsidiary is bound or to which any of the properties of the Issuer or any such subsidiary is subject, or the charter or by-laws of the Issuer or any such subsidiary, and the Issuer has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement. (h) This Agreement (including any agreement with respect to the offering and sale of particular Securities as contemplated by Section 3) has been declared effective duly authorized, executed and delivered by the Commission Issuer. (i) Except as disclosed in the Prospectus, the Issuer and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Prospectus, the Issuer and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no stop order suspending exceptions that would materially interfere with the use made or to be made thereof by them. (j) The Issuer and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such effectiveness has been issued under certificate, authority or permit that, if determined adversely to the Securities Act Issuer or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the Issuer and no proceedings for that purpose have been instituted its subsidiaries taken as a whole. (k) No labor dispute with the employees of the Issuer or are pending any subsidiary exists or, to the knowledge of the Issuer, threatened is imminent that might have a material adverse effect on the Issuer and its subsidiaries taken as a whole. (l) The Issuer and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by the Commission. References herein them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the term “Registration Statement” shall be deemed to refer Issuer or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the Issuer and its subsidiaries taken as a whole. (m) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Issuer, any of its subsidiaries or any of their respective properties that, if determined adversely to the Registration StatementIssuer or any of its subsidiaries, including any amendment theretowould individually or in the aggregate have a material adverse effect on the condition (financial or other), and any information in a prospectus as amended business, properties or supplemented as results of operations of the Effective Date (Issuer and its subsidiaries taken as defined below)a whole, deemed or retroactively deemed would materially and adversely affect the ability of the Issuer to be a part thereof pursuant to Rule 430A perform its obligations under the Securities Act (“Rule 430A”) that has not been superseded Indenture or modified. “Registration Statement” without reference to a time means this Agreement, or which are otherwise material in the Registration Statement as context of the Applicable Time (as defined below), which the parties agree is the time sale of the first contract of sale (as used in Rule 159 under the Securities Act) for the BondsSecurities; and no such actions, and shall be considered the “Effective Date” of the Registration Statement relating suits or proceedings are threatened or, to the Bonds. Information contained in a form of prospectus Issuer’s knowledge, contemplated. (as amended or supplemented as of the Effective Daten) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be The financial statements included in the Registration Statement and Prospectus present fairly the financial position of the Issuer and its consolidated subsidiaries as of the time specified dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in Rule 430A. The final prospectus relating to the BondsProspectus, as filed such financial statements have been prepared in conformity with generally accepted accounting principles in the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”United States applied on a consistent basis; and the most recent preliminary prospectus that omitted information to be schedules included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement present fairly the information required to be stated therein. (o) Except as disclosed in the Prospectus, since the date of the latest audited financial statements included in the Prospectus there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Issuer and prior its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Issuer on any class of its capital stock. (p) The Issuer is not and, after giving effect to the Applicable Time offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940. (q) Immediately after any sale of Securities by the Issuer hereunder or under any Terms Agreement (as defined below) is referred to herein as in Section 3(a)(iii)), the “Pricing Prospectus”. The Pricing Prospectus aggregate amount of Securities which shall have been issued and sold by the Issuer Free Writing Prospectuses hereunder or under any Terms Agreement and of any Registered Securities of the Issuer (as defined belowother than such Securities) identified in Section B that shall have been issued and sold pursuant to the Registration Statement will not exceed the amount of Schedule III hereby considered together with debt securities registered under the InTex File (as defined below), are referred to herein as the “Pricing Package”Registration Statement.

Representations and Warranties of the Issuer. The In addition to the representations, warranties and agreements of the Issuer in the Terms Agreement, the Issuer, as of the date of the Terms Agreement, represents and warrants to to, and agrees with, the several Underwriters Distributor that: (a) The Bonds have been registered on Form SF-1 pursuant date of the Terms Agreement is not more than three years subsequent to guidance from the Securities and Exchange Commission (more recent of the “Commission”) and in accordance with such guidance initial effective date of the Registration Statement or December 1, 2005. If, immediately prior to the third anniversary of the more recent of the initial effective date of the Registration Statement or December 1, 2005, any of the Notes remain unsold by the Distributor, the Issuer and will prior to that third anniversary file, if it has not already done so, a new shelf registration statement relating to the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The IssuerNotes, in its capacity as co-registrant and issuing entity with respect a form satisfactory to the BondsDistributor, will use its best efforts to cause such registration statement to be declared effective within 180 days after that third anniversary, and Cleco Power, will take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a expired registration statement on such form on December 17, 2024 (Registration Nos. 333-283875 and 333-283875-01), as amended by Amendment No. 1 thereto dated January 27, 2025, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, relating to the knowledge of the Issuer, threatened by the CommissionNotes. References herein to the term “Registration Statement” Statement shall be deemed to refer include such new shelf registration statement. (b) At the time the Issuer or any person acting on its behalf (within the meaning of, for this clause only, Rule 163(c)) made any offer relating to the Registration StatementNotes in reliance on the exemption provided by Rule 163, the Issuer was a “well-known seasoned issuer” as defined in Rule 405, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (not having been an “ineligible issuer” as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under 405. (i) At the Securities Act) for earliest time after the Bonds, and shall be considered the “Effective Date” filing of the Registration Statement relating to that the Bonds. Information contained in Issuer or another offering participant made a form bona fide offer (within the meaning of prospectus (as amended or supplemented as Rule 164(h)(2)) of the Effective DateNotes and (ii) that is deemed retroactively to be a part at the date of the Registration Statement Terms Agreement, the Issuer was not and is not an “ineligible issuer,” as defined in Rule 405, including (x) the Issuer or any other subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Issuer in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Securities Act of 1933 and not being the subject of a proceeding under Section 8A of the Securities Act of 1933 in connection with the offering of the Registered Securities, all as described in Rule 405, without taking account of any determination by the Commission pursuant to Rule 430A shall 405 that it is not necessary that the Issuer be considered an “ineligible issuer” as defined in Rule 405. (d) As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to be the Applicable Time and the Statutory Prospectus (collectively, the “General Disclosure Package”), when considered together with the price to the public and underwriting discount on the cover page of the Prospectus and the statements under the caption “Description of Securities” in the Prospectus, nor (ii) any individual Limited Use Issuer Free Writing Prospectus issued at or prior to the Applicable Time, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any prospectus included in the Registration Statement or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer by the Distributor specifically for use therein, it being understood and agreed that the only such information furnished by the Distributor consists of the information described as such in the Terms Agreement. (e) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the time specified completion of the public offer and sale of the Notes or until any earlier date that the Issuer notified or notifies the Distributor as described in Rule 430A. The final prospectus relating to the Bondsnext sentence, as filed did not, does not and will not include any information that conflicted, conflicts or will conflict with the Commission pursuant to Rule 424(b) under information then contained in the Securities Act, is referred to herein Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form result of prospectus filed which such Issuer Free Writing Prospectus conflicted or would conflict with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of information then contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) the Issuer has promptly notified or will promptly notify the Distributor and prior to (ii) the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectuses (Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer by the Distributor specifically for use therein, it being understood and agreed that the only such information furnished by the Distributor consists of the information described as defined below) identified such in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”Terms Agreement.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerSCE, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17September 8, 2024 2025 (Registration Nos. 333-283875 290112 and 333-283875290112-01)) , as amended by Amendment No. 1 thereto dated January 27October 28, 2025, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 [ ] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos 333-290112 and ▇▇▇-▇▇▇▇▇▇-▇▇”) has been declared become effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-290112 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-290112 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters thatto, and agrees with, each Agent as follows: (a) The Bonds Registration statements of the Issuer (Nos. 333-37034, 333-70521), relating to securities of the Issuer (collectively the "Registered Securities"), including the Securities, have been registered on Form SF-1 pursuant to guidance from filed with the Securities and Exchange Commission (the “"Commission”") and have become effective (such registration statements, as amended as of the Closing Date (as defined in accordance with such guidance Section 3(e) hereof), including all exhibits and schedules, if any, thereto and all material incorporated by reference therein, being hereinafter collectively referred to as the Issuer "Registration Statement," the prospectus dated June 20, 2000, which is included in Registration Statement No. 333-37034 and the Bonds meet Prospectus Supplement dated June 28, 2002, a form of which has been delivered to you, as supplemented as of the Closing Date, including all material incorporated by reference therein, being hereinafter referred to as the "Prospectus"). Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. (b) On the effective date of each registration statement included in the definition of Registration Statement, such registration statement conformed, and on the Closing Date, the Prospectus as then amended or supplemented will conform, in all material respects to the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended 1933 (the “"Act"), the Securities Exchange Act of 1934 (the "Exchange Act”"). The Issuer, the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the rules and regulations of the Commission thereunder (the "Rules and Regulations"), and on its effective date each registration statement did not, and such Prospectus will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in its capacity as co-registrant and issuing entity with respect or omissions from any of such documents based upon written information furnished to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor Issuer by any Agent specifically for the Issuer, have filed with the Commission a registration statement on such form on December 17, 2024 (Registration Nos. 333-283875 and 333-283875-01), as amended by Amendment No. 1 thereto dated January 27, 2025, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”use therein.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”as defined below) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 such form under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Powerthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17January 29, 2024 2016 (Registration Nos. 333-283875 209196 and 333-283875209196-01), as amended by Amendment No. 1 thereto dated January 27filed February 9, 20252016, Amendment No. 2 thereto filed March 31, 2016, Amendment No. 3 thereto filed May 3, 2016, Amendment No. 4 thereto filed May 26, 2016 and Amendment No. 5 thereto filed on June 3, 2016, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 1,314,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-209196 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No nuclear asset-recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-209196 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-209196 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus , as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act (as amended or supplemented) and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section Part A and Part B of Schedule III hereby hereto, considered together with the InTex File (as defined below)together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerSCE, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17October 26, 2024 2020 (Registration Nos. 333-283875 249674 and 333-283875249674-01), as amended by Amendment No. 1 thereto dated January 2719, 20252021, Amendment No. 2 thereto dated February 4, 2021, Amendment No. 3 thereto dated February 8, 2021, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 337,783,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-249674 and ▇▇▇-▇▇▇▇▇▇-▇▇”) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-249674 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below)File, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the several Underwriters thatas follows: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet meets the requirements for the use of Form SF-1 S-3 for the registration of a primary offering of securities in an unlimited dollar amount under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement on such form on December 17, 2024 (Registration Nos. 333-283875 and 333-283875-01), as amended by Amendment No. 1 thereto dated January 27, 2025, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 aggregate principal amount of the Bonds. The Registration Statement (including any Rule 462(b) Registration Statement) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings stop order suspending the effectiveness of the Registration Statement or any part thereof, has been issued and no proceeding for that purpose have has been instituted or are is pending or, to the knowledge of the Issuer, is threatened or contemplated by the CommissionCommission or any U.S. federal, state or local or international court, government or governmental or regulatory (including self-regulatory) body or agency (each, a “Governmental Entity”). References herein No order preventing or suspending the use of any preliminary prospectus, the Statutory Prospectus (as defined below), the Prospectus or any Issuer-Represented Free Writing Prospectus (as defined below) has been issued and no proceeding for that purpose has been instituted or is pending or, to the term “knowledge of the Issuer, is threatened or contemplated by the Commission or any other Governmental Entity. The Issuer has fully complied with any request on the part of the Commission or other Governmental Entity for additional information. At the respective times the Registration Statement (including any Rule 462(b) Registration Statement” shall be ) and any post-effective amendments thereto became effective, at each deemed to refer effective date with respect to the Registration StatementUnderwriters and the Shares pursuant to Rule 430B(f)(2), including any amendment thereto, at the Applicable Time and any information in a prospectus at the Closing Date (as amended or supplemented as of the Effective defined below) and each Option Closing Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below)if any, which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness each of the Registration Statement and prior any amendment or supplement thereto complied, complies and will comply in all material respects with the requirements of the Securities Act and the Securities Act Rules, and did not, does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendment or supplement thereto, at the respective dates of the Prospectus or such amendment or supplement, at the respective times that the Prospectus and any such amendment or supplement were issued, at the Applicable Time (as defined below) is referred or at any Closing Date or Option Closing Date, if any, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to herein as state a material fact necessary in order to make the “Pricing Prospectus”statements therein, in the light of the circumstances under which they were made, not misleading. The Pricing Prospectus and At the Issuer Applicable Time, each Issuer-Represented Free Writing Prospectuses Prospectus (as defined below) identified on Schedule II(a) hereto, the Statutory Prospectus and the information agreed to in Section B writing by the Issuer and the Underwriters as the information to be conveyed orally by the Underwriters to purchasers of the Shares at the Applicable Time as set forth on Schedule III hereby II(b) hereto, all considered together (collectively, the “Disclosure Package”), did not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding two paragraphs shall not apply to statements in or omissions from the Registration Statement or any amendment thereto or the Prospectus or the Disclosure Package or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Issuer in writing by the Underwriters expressly for use therein. Any preliminary prospectus, the Statutory Prospectus and the Prospectus complied or will comply, as the case may be, when filed with the InTex File (as defined below), are referred to herein as Commission in all material respects with the “Pricing Package”.Securities Act and the Securities Act Rules. As used in this subsection and elsewhere in this Agreement:

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerVEPCo, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17November 22, 2024 2023 (Registration Nos. 333-283875 275727 and 333-283875275727-01), as amended by Amendment No. 1 thereto dated filed January 2716, 20252024 and by Amendment No. 2 thereto filed January 26, 2024, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 1,281,900,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-275727 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No deferred fuel cost bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-275727 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-275727 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing included in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act Registration Statement and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section Part A and Part B of Schedule III hereby hereto, considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerAPCo, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17September 26, 2024 2013 (Registration Nos. 333-283875 191392 and 333-283875191392-01), as amended by Amendment No. 1 thereto dated January 27October 24, 20252013 and Amendment No. 2 thereto dated October 29, 2013, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 382,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-191392 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No consumer rate relief bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-191392 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-191392 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below)together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 174, 2024 2009 (Registration NosNo. 333-283875 and 333-283875-01163488), as amended by Amendment No. 1 thereto dated January 27December 14, 20252009 and as amended by Amendment No. 2 thereto dated December 15, 2009, including a prospectus (the “Registration Statement”)form of prospectus, for the registration under the Securities Act of up to $305,000,000 27,300,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-163488”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-163488 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-163488, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430A or Rule 430C, as appropriate. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), is referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with which was included in the Commission pursuant most recent amendment to Rule 424(b) under the Securities Act Registration Statement and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus Issuer is not, and at the Issuer Free Writing Prospectuses (time of filing the Registration Statement was not, an “ineligible issuer” as defined below) identified in Section B under Rule 405 of Schedule III hereby considered together with the InTex File Securities Act (as defined below“Rule 405”), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerPNM, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement on such form on December 17September 8, 2024 2023 (Registration Nos. 333-283875 274433 and 333-283875274433-01), as amended by Amendment No. 1 thereto dated January 27October 13, 20252023 and Amendment No. 2 thereto dated October 30, 2023, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 343,200,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-274433 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-274433 and 3▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; , and the most recent preliminary prospectus prospectus, dated October 30, 2023, that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex data used to produce the Intex File (as defined below) (“Company Intex File Information”), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerTCC, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17January 19, 2024 2012 (Registration Nos. 333-283875 179092 and 333-283875179092-01), as amended by Amendment No. 1 thereto dated January 27[February ], 20252012, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 [800,000,000] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-179092 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-179092 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-179092 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below)together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The , and the Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerBGE, in its capacity as co-registrant registrant, depositor and as sponsor for with respect to the IssuerBonds, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17March 16, 2024 2007 (Registration Nos. 333-283875 141366 and 333-283875141366-01), as amended by Amendment No. 1 thereto dated January 27filed on May 7, 20252007 and Amendment No. 2 thereto filed on June 14, 2007, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 623,200,000 aggregate principal amount of the Bonds. The Such registration statement, as so amended (“Registration Statement Nos. 333-141366 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No rate stabilization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-141366 and 3▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-141366 and 3▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. References herein to the term “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is will be the time of the first “contract of sale sale” (as used in within the meaning of Rule 159 under the Securities Act) for the Bonds, Bonds and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), is are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters Underwriter that: (a) The Bonds have been registered A registration statement on Form SF-1 pursuant to guidance from the Securities dated February 28, 2023 (Registration Nos. 333-270078 and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements 333-270078-01), as amended by Amendment No. 1 thereto dated [ ], 2023, including a prospectus, for the use of Form SF-1 registration under the Securities Act of 1933, as amended (the “Securities Act”) of up to $95,000,000 aggregate principal amount of the Bonds (“Registration Statement Nos. 333-270078 and ▇▇▇-▇▇▇▇▇▇-▇▇”). The , (i) has been prepared by the Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerAtmos Energy, in its capacity as co-registrant and as sponsor for the Issuer, have in conformity with the requirements of the Securities Act and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) promulgated thereunder; (ii) has been filed with the Commission a registration statement on such form on December 17, 2024 (Registration Nos. 333-283875 and 333-283875-01), as amended by Amendment No. 1 thereto dated January 27, 2025, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 aggregate principal amount of the Bonds. The Registration Statement has been declared Act; and (iii) is effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act Act. (b) The Commission has not issued a stop order preventing or suspending the use of the Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceedings proceeding or examination for that such purpose have or pursuant to Section 8A of the Securities Act against the Issuer or related to the offering of the Bonds has been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-270078 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Preliminary Prospectus”. The Pricing Preliminary Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), hereto are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and ENO, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) (i) a registration statement on such form on December 17April 10, 2024 2015 (Registration Nos. 333-283875 203320 and 333-283875203320-01), as amended by Amendment No. 1 thereto dated January 27filed on May 29, 20252015, Amendment No. 2 thereto filed on June 11, 2015 and Amendment No. 3 thereto filed on June 17, 2015 (“Registration Statement No. 333-203320”), including a prospectus and a form of prospectus supplement, and (ii) a registration statement on such form on July 13, 2015 pursuant to Rule 462(b) under the Securities Act (Registration No. 333-205638 and 333-205638-01) (the “Rule 462(b) Registration Statement”), ) for the registration under the Securities Act Act, collectively, of up to $305,000,000 98,770,000 aggregate principal amount of the Bonds. The Registration Statement No. 333-203320, as so amended, has been declared effective by the Commission Commission, and the Rule 462(b) Registration Statement became effective upon filing, and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-203320 or the Rule 462(b) Registration Statement have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-203320, including any amendment thereto, the Rule 462(b) Registration Statement, all documents incorporated by reference therein pursuant to Item 12 of Form S‑3 (“Incorporated Documents”), if any, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first “contract of sale sale” (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerConsumers, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17September 22, 2024 2023 (Registration Nos. 333-283875 274648 and 333-283875274648-01), as amended by Amendment No. 1 thereto dated January 27filed November 13, 20252023, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 646,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-274648 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, Statement Nos. 333-274648 and 3▇▇-▇▇▇▇▇▇-▇▇ and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), ) deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with hereto and the data used to produce the CDI InTex file. (XCNSF23.edi)(the “Company InTex File (as defined belowInformation”), considered together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerPG&E, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17June 9, 2024 2021 (Registration Nos. 333-283875 256944 and 333-283875256944-01), as amended by Amendment No. 1 thereto dated January July 23, 2021, Amendment No. 2 thereto dated August 27, 20252021 and Amendment No. 3 thereto dated October 19, 2021, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 860,399,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-256944 and ▇▇▇-▇▇▇▇▇▇-▇▇”) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-256944 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17January 11, 2024 2007 (Registration NosNo. 333-283875 and 333-283875-01139937), as amended by Amendment No. 1 thereto dated January 27March ____, 20252007, including a prospectus (the “Registration Statement”)form of prospectus, for the registration under the Securities Act of up to $305,000,000 [__________] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-139937”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-139937 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-139937, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430A or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), is are referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus Issuer is not, and at the Issuer Free Writing Prospectuses (time of filing the Registration Statement was not, an “ineligible issuer” as defined below) identified in Section B under Rule 405 of Schedule III hereby considered together with the InTex File Securities Act (as defined below“Rule 405”), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerOPCo, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17May 22, 2024 2013 (Registration Nos. 333-283875 188745 and 333-283875188745-01), [as amended by Amendment No. 1 thereto dated January 27[ ], 20252013 and Amendment No. 2 thereto dated [ ], 2013], including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 [ ] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-188745 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No phase-in-recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-188745 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-188745 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below)together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement on such form on December 17April 15, 2024 2022 (Registration Nos. 333-283875 264319 and 333-283875264319-01), as amended by Amendment No. 1 thereto dated January 27May 26, 20252022 and Amendment No. 2 thereto dated June 2, 2022, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 425,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-264319 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-264319 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from Issuer has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 on December 1, 1999 (Registration No. 333-91935), as amended by Amendment No. 1 and in accordance with such guidance the Issuer and the Bonds meet the requirements Amendment No. 2 thereto, including a prospectus, for the use of Form SF-1 registration under the Securities Act of 1933, as amended (the “"Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement on such form on December 17, 2024 (Registration Nos. 333-283875 and 333-283875-01"), as amended by Amendment No. 1 thereto dated January 27, 2025, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 1,300,000,000 aggregate principal amount of the Bondsits transition bonds. The Such registration statement, as amended ("Registration Statement No. 333-91935"), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. $800,000,000 aggregate principal amount of transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-91935 have not been previously issued. References herein to the term “"Registration Statement” " as of any date shall be deemed to refer to Registration Statement No. 333-91935, as amended or supplemented to such date, including all documents incorporated by reference therein as of such date pursuant to Item 12 of Form S-3 ("Incorporated Documents"); provided that if the Issuer files a registration statement with respect to the transition bonds registered under Registration Statement No. 333-91935 with the Commission pursuant to Rule 462(b) under the Securities Act (the "Rule 462(b) Registration Statement"), then after such filing, all references to "Registration Statement" shall be deemed to include the Rule 462(b) Registration Statement. References herein to the term "Prospectus" as of any given date shall be deemed to refer to the Registration Statementprospectus, including any amendment theretopreliminary prospectus, and any information in forming a part of Registration Statement No. 333-91935, as supplemented by a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed supplement relating to be a part thereof the Series 2004 Bonds proposed to be filed pursuant to Rule 430A under 424 of the general rules and regulations of the Securities Act (“"Rule 430A”424") that has not been superseded and as further amended and supplemented as of such date (other than amendments or modifiedsupplements relating to securities other than the Series 2004 Bonds), including all Incorporated Documents. “Registration Statement” without reference References herein to a the term "Effective Date" shall be deemed to refer to the later of the time means and date the Registration Statement as was declared effective or the time and date of the Applicable Time (as defined below), which the parties agree is the time filing thereafter of the first contract of sale (Issuer's most recent Annual Report on Form 10-K if such filing is made prior to the Closing Date, as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of hereinafter defined. The Issuer will not file any amendment to the Registration Statement relating or supplement to the Bonds. Information contained in a form Prospectus on or after the date of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating this Underwriting Agreement, without prior notice to the BondsUnderwriters, or to which Pillsbury Winthrop LLP, who are acting as counsel for the Underwriters ("Counsel for the Underwriters"), shall reasonably object in writing. For the purpose of this Underwriting Agreement, any Incorporated Document filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used on or after the initial effectiveness date of this Underwriting Agreement and prior to the Closing Date, as hereinafter defined, shall be deemed an amendment or supplement to the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerAPCo, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17September 26, 2024 2013 (Registration Nos. 333-283875 191392 and 333-283875191392-01), as amended by Amendment No. 1 thereto dated January 27October [ ], 20252013 [and Amendment No. 2 thereto dated [ ], 2013], including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 382,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-191392 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No consumer rate relief bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-191392 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-191392 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below)together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and ETI, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17September 15, 2024 2009 (Registration Nos. 333-283875 161911 and 333-283875161911-01), as amended by Amendment No. 1 thereto dated January 27filed on October 20, 20252009, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 550,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-161911”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-161911 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-161911, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”), if any, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and the Issuer in its capacity as co-registrant and issuing entity with respect to the Bonds, Bonds and Cleco PowerCPL, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17November 2, 2024 2007 (Registration Nos. 333-283875 147122 and 333-283875147122-01), as amended by Amendment No. 1 thereto dated January 27February 22, 20252008, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 181,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-147122”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-147122 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-147122, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B or 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B or 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17January 11, 2024 2007 (Registration NosNo. 333-283875 and 333-283875-01139937), as amended by Amendment No. 1 thereto dated January 27March 19, 20252007, including a prospectus (the “Registration Statement”)form of prospectus, for the registration under the Securities Act of up to $305,000,000 115,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-139937”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-139937 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-139937, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430A or Rule 430C, as appropriate. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), is referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus Issuer is not, and at the Issuer Free Writing Prospectuses (time of filing the Registration Statement was not, an “ineligible issuer” as defined below) identified in Section B under Rule 405 of Schedule III hereby considered together with the InTex File Securities Act (as defined below“Rule 405”), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and ELL, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17June 24, 2024 2011 (Registration Nos. 333-283875 175117 and 333-283875175117-01), as amended by Amendment No. 1 thereto dated January 27filed on August 30, 20252011, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 207,156,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-175117”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No investment recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-175117 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-175117, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”), if any, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The , and the Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Powerthe Company, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17October 7, 2024 2009 (Registration Nos. 333-283875 162370 and 333-283875162370-01), as amended by Amendment No. 1 thereto dated January 27October 30, 20252009, as amended by Amendment No. 2 thereto dated November 10, 2009, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 665,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-162370 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No system restoration bonds registered with the Commission under the Securities Act pursuant to Registration Nos. 333-162370 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementNos. 333-162370 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first “contract of sale sale” (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerLiberty, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17September 29, 2024 2023 (Registration NosNo. 333-283875 274815 and 333-283875274815-01), as amended by Amendment No. 1 thereto dated January 27, 2025[●], including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 [●] aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerPG&E, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17April 15, 2024 (Registration Nos. 333-283875 278688 and 333-283875278688-01), as amended by Amendment No. 1 thereto dated January 27filed May 24, 20252024, and Amendment No. 2 thereto filed on July 5, 2024, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 1,419,285,000 aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Powerthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17July 23, 2024 2025 (Registration Nos. 333-283875 288891 and 333-283875288891-01), as amended by Amendment No. 1 thereto dated January 27filed September 3, 2025, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 582,089,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-288891 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos 333-288891 and 3▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-288891 and 3▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby and Schedule IV hereto, considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerTCC, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17January 19, 2024 2012 (Registration Nos. 333-283875 179092 and 333-283875179092-01), as amended by Amendment No. 1 thereto dated January February 27, 20252012 and Amendment No. 2 thereto dated February 29, 2012, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 800,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-179092 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-179092 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-179092 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below)together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerConsumers, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17September 22, 2024 2023 (Registration Nos. 333-283875 274648 and 333-283875274648-01), as amended by Amendment No. 1 thereto dated January 27filed [ ], 20252023, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 [ ] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-274648 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, Statement Nos. 333-274648 and 3▇▇-▇▇▇▇▇▇-▇▇ and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), ) deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with hereto and the data used to produce the CDI InTex file. ([ ].edi)(the “Company InTex File (as defined belowInformation”), considered together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the several Underwriters that: (a) The Bonds A registration statement on Form S-3 (No. No. 333-136003), including a prospectus and such amendments thereto as may have been registered on Form SF-1 pursuant required to guidance from the Securities date hereof, relating to the Series 2007-1 Auction Rate Notes and Exchange Commission the Series 2007-1 LIBOR Notes (collectively, the “Commission”"Registered Notes") and the offering thereof from time to time in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 Rule 415 under the Securities Act of 1933, as amended (the “"Securities Act”"). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have has been filed with the Securities and Exchange Commission a (the "SEC" or the "Commission") and such registration statement on such form on December 17, 2024 (Registration Nos. 333-283875 and 333-283875-01)statement, as amended by Amendment No. 1 thereto dated January 27amended, 2025has become effective; such registration statement, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment theretoas amended, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bondssale of the Registered Notes offered thereby constituting a part thereof, as from time to time amended or supplemented (including the base prospectus, any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information deemed to be included upon pricing in a form of prospectus filed with the Commission part thereof pursuant to Rule 424(b430A(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus Act, and the Issuer Free Writing Prospectuses (as defined belowinformation incorporated by reference therein) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing "Registration Statement" and the "Prospectus" respectively; and the conditions to the use of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Securities Act, have been satisfied with respect to the Registration Statement. (b) On the effective date of the Registration Statement, the Registration Statement and the Prospectus conformed in all respects to the requirements of the Securities Act, the rules and regulations of the SEC (the "Rules and Regulations") and the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder (the "Trust Indenture Act"), and, except with respect to information omitted pursuant to Rule 430A of the Securities Act, did not include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Prospectus, omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (i) on the date of this Agreement, (ii) at the "time of sale" (within the meaning of Rule 159 under the Securities Act, the "Time of Sale") for each sale of the Series 2007-1 LIBOR Notes by the Underwriters, and (iii) on the Closing Date, each of (A) the Registration Statement, (B) the Free Writing Prospectus, dated February 8, 2007 (the "Free Writing Prospectus"), the Term Sheet, dated February 26, 2007 (the "Term Sheet"), a Prospectus Supplement, dated on or about March 1, 2007 (the "Prospectus Supplement"), and the Prospectus, dated February 8, 2006 (together with the Free Writing Prospectus, the Term Sheet and the final pricing information for the Series 2007-1 Notes (which final pricing information with respect to the Series 2007-1 LIBOR Notes is set forth on Schedule B hereto), the "Disclosure Package”") and (C) the static pool information (within the meaning of Item 1105 of Regulation AB under the Securities Act and specifically including information with respect to pools established before January 1, 2006) (the "Static Pool Data") will conform in all respects to the requirements of the Securities Act, the Rules and Regulations and the Trust Indenture Act, and none of such documents included or will include any untrue statement of a material fact or, in the case of the Registration Statement, omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, in the case of the Disclosure Package, the Prospectus and the Static Pool Data, omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to statements in or omissions from the Disclosure Package or the Prospectus, as applicable, based upon written information furnished to the Issuer by the Underwriters (as described in Section 11 hereof), specifically for use therein. (c) The Registered Notes are "asset backed securities" within the meaning of, and satisfy the requirements for use of, Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 of the Securities Act have been satisfied with respect to the Registration Statement. The Commission has not issued and, to the best knowledge of the Issuer, is not threatening to issue any order preventing or suspending the use of the Registration Statement. (d) As of the Closing Date, each consent, approval, authorization or order of, or filing with, any court or governmental agency or body which is required to be obtained or made by the Issuer or its affiliates for the consummation of the transactions contemplated by this Agreement shall have been obtained, except as otherwise provided in the Basic Documents. (e) The Indenture has been duly and validly authorized, executed and delivered by the Issuer and, assuming due authorization, execution and delivery by the Trustee, is a valid and binding agreement of the Issuer, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and the Indenture conforms in all material respects to the description thereof in the Disclosure Package and the Prospectus. The Indenture has been duly qualified under the Trust Indenture Act. (f) The Series 2007-1 LIBOR Notes have been duly authorized by the Issuer and the Series 2007-1 LIBOR Notes, when executed by the Issuer and authenticated by the Trustee in accordance with the Indenture, and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will have been validly issued and delivered, and will constitute valid and binding obligations of the Issuer entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and the Series 2007-1 LIBOR Notes will conform in all material respects to the description thereof in the Disclosure Package and the Prospectus. (g) The Issuer is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and as conducted on the date hereof, and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not have a material adverse effect on the condition (financial or other), business, prospects, properties, net worth or results of operations of the Issuer. (h) Other than as contemplated by this Agreement or as disclosed in the Disclosure Package and the Prospectus, there is no broker, finder or other party that is entitled to receive from the Issuer or any of its affiliates any brokerage or finder's fee or other fee or commission as a result of any of the transactions contemplated by this Agreement. (i) There are no legal or governmental proceedings pending or threatened or, to the knowledge of the Issuer contemplated, against the Issuer, or to which the Issuer or any of its properties is subject, that are not disclosed in the Disclosure Package and the Prospectus and which, if adversely decided, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuer, or would materially and adversely affect the ability of the Issuer to perform its obligations under this Agreement and the other Basic Documents to which it is a party or otherwise materially affect the issuance of the Series 2007-1 LIBOR Notes or the consummation of the transactions contemplated hereby or by the Basic Documents. (j) Neither the offer, sale or delivery of the Series 2007-1 LIBOR Notes by the Issuer nor the execution, delivery or performance of this Agreement or the Basic Documents to which it is a party by the Issuer, nor the consummation by the Issuer of the transactions contemplated hereby or thereby (i) requires or will require any consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except for compliance with the securities or Blue Sky laws of various jurisdictions, the qualification of the Indenture under the Trust Indenture Act and such other consents, approvals or authorizations as shall have been obtained prior to the Closing Date) or conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the organizational documents of the Issuer; or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, in any material respect, any agreement, indenture, lease or other instrument to which the Issuer is a party or by which the Issuer or any of its respective properties may be bound, or violates or will violate in any material respect any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Issuer or any of its respective properties, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer pursuant to the terms of any agreement or instrument to which it is a party or by which it may be bound or to which any of its properties is subject other than as contemplated by the Basic Documents. (k) The Issuer has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Basic Documents to which it is a party; the execution and delivery of, and the performance by the Issuer of its obligations under this Agreement and the other Basic Documents to which it is a party have been duly and validly authorized by the Issuer and this Agreement and the other Basic Documents to which it is a party have been duly executed and delivered by the Issuer and constitute the valid and legally binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as the enforcement hereof and thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and subject to the applicability of general principles of equity, and except as rights to indemnity and contribution hereunder and thereunder may be limited by federal or state securities laws or principles of public policy. (l) The statements set forth in each of the Disclosure Package and the Prospectus under the caption "Description of the Notes" insofar as they purport to constitute a summary of the terms of the Series 2007-1 Notes, are accurate, complete and fair. (m) The assignment and delivery of Financed Student Loans by the Sellers and the Seller Eligible Lender Trustees to the Depositor and the Depositor Eligible Lender Trustee, the assignment and delivery of Financed Student Loans by the Depositor and the Depositor Eligible Lender Trustee to the Issuer and the Eligible Lender Trustee and the assignment of the Financed Student Loans by the Issuer and the Eligible Lender Trustee to the Trustee pursuant to the Indenture, will vest in the Trustee, for the benefit of the Noteholders, a first priority perfected security interest in the Financed Student Loans, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance. (n) The Issuer is not, nor as a result of the issuance and sale of the Series 2007-1 Notes as contemplated hereunder will it become, subject to registration as an "investment company" under the Investment Company Act of 1940, as amended. (o) The representations and warranties made by the Issuer in any Basic Document to which it is a party and made in any Officer's Certificate of the Issuer will be true and correct at the time made and on and as of the Closing Date. (p) Since the dates of the Disclosure Package and the Prospectus, no material adverse change or any development involving a prospective material adverse change in, or affecting particularly the business or properties of, the Issuer has occurred. (q) The Issuer filed, or will file, (i) the Free Writing Prospectus on February 9, 2007 with the Commission, which filing date was within the time period required pursuant to Rule 433(d) under the Securities Act, (ii) the Term Sheet on February 26, 2007 with the Commission, which filing date was within the time period required pursuant to Rule 433(d) under the Securities Act, and (iii) the final pricing information on the Series 2007-1 LIBOR Notes on March 1, 2007 with the Commission, which filing date was within the time period required pursuant to Rule 433(d) under the Securities Act. (r) The Issuer is not, was not at the Time of Sale and will not be on the Closing Date an "ineligible issuer" (within the meaning of Rule 405 under the Securities Act). (s) Other than the Free Writing Prospectus, the Term Sheet and written communications constituting an electronic road show within the meaning of Rule 433(h) under the Securities Act (the "Road Show Material"), the Issuer has not made any other offer relating to the Series 2007-1 Notes that would constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act). The Issuer has complied with the requirements of Rule 433 under the Securities Act applicable to any "issuer free writing prospectus" (as defined in Rule 433(h)(1) under the Securities Act), including timely filing with the Commission, retention where required and legending. (t) The Series 2007-1 Reset Rate Notes are being privately placed with DEPFA Bank plc, New York Branch in a transaction which is exempt from the registration requirements of the Securities Act.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerETI, in its capacity as co-registrant and in its capacity as sponsor for and depositor with respect to the IssuerBonds, have prepared and filed with the Commission a registration statement on such form on December 17September 3, 2024 (Registration Nos. 333-283875 and 333-283875-01)2021, as amended by Amendment No. 1 thereto dated January 27filed February 1, 20252022, Amendment No. 2 thereto filed March 7, 2022, and Amendment No. 3 thereto filed March 16, 2022, including a prospectus (the “Registration Statement”)preliminary prospectus, for the registration under the Securities Act of up to $305,000,000 294,450,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-259293 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and Commission, no stop order suspending such effectiveness has been issued under the Securities Act Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-259293 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties hereto agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the .” The most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus (whether or not filed with the Commission pursuant to Rule 424(b) under the Securities Act Act) and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses Prospectus (as defined below) identified in Section B of Schedule III hereby hereto and the data used to produce the CDI InTex file (the “CDI InTex File”) considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerSCE, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17March 14, 2024 2023 (Registration Nos. 333-283875 270543 and 333-283875270543-01), as amended by Amendment No. 1 thereto dated January 27[ ], 20252023, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 [ ] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-270543 and ▇▇▇-▇▇▇▇▇▇-▇▇”) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-270543 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below)File, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerSIGECO, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement on such form on December 17March 24, 2024 2023 (Registration Nos. 333-283875 270851 and 333-283875270851-01), as amended by Amendment No. 1 thereto dated January 27May 15, 20252023, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 341,450,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-270851 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-270851 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; , and the most recent preliminary prospectus prospectus, dated June 15, 2023, that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 174, 2024 2009 (Registration Nos. 333-283875 and 333-283875-01), as amended by Amendment No. 1 thereto dated January 27, 2025333- ), including a prospectus (the “Registration Statement”)form of prospectus, for the registration under the Securities Act of up to $305,000,000 [__,000,000] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333- ”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333- have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333- , including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430A or Rule 430C, as appropriate. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), is referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus Issuer is not, and at the Issuer Free Writing Prospectuses (time of filing the Registration Statement was not, an “ineligible issuer” as defined below) identified in Section B under Rule 405 of Schedule III hereby considered together with the InTex File Securities Act (as defined below“Rule 405”), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17January 5, 2024 2007 (Registration NosNo. 333-283875 and 333-283875-01139820), as amended by Amendment No. 1 thereto dated January 2712, 20252007, and Amendment No. 2 thereto dated March 12, 2007, and Amendment No. 3 thereto dated March 19, 2007, including a prospectus (the “Registration Statement”)form of prospectus, for the registration under the Securities Act of up to $305,000,000 350,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-139820”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-139820 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-139820, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430A or Rule 430C, as appropriate. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), is referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus Issuer is not, and at the Issuer Free Writing Prospectuses (time of filing the Registration Statement was not, an “ineligible issuer” as defined below) identified in Section B under Rule 405 of Schedule III hereby considered together with the InTex File Securities Act (as defined below“Rule 405”), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and TCC, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17June 27, 2024 2006 (Registration NosNo. 333-283875 and 333-283875-01136787), [as amended by Amendment Amendments No. 1 and [ ] thereto dated January 27, 2025- DISCUSS], including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 [ ] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-136787”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-136787 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-136787, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B or 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B or 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) ), and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerDTE, in its capacity as co-registrant and in its capacity as sponsor for with the Issuerrespect to the Bonds, have prepared and filed with the Commission a registration statement on such form on December 1713, 2024 2021 (Registration Nos. 333-283875 261612 and 333-283875261612-01), as amended by Amendment No. 1 thereto dated January 27filed February 14, 20252022 and Amendment No. 2 thereto filed February 24, 2022, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 235,800,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-261612 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and Commission, no stop order suspending such effectiveness has been issued under the Securities Act Act, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, Statement Nos. 333-261612 and ▇▇▇-▇▇▇▇▇▇-▇▇ and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties hereto agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the . The most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with hereto and the data used to produce the CDI InTex file (the “Company InTex File (as defined belowInformation”), considered together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerLiberty, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17September 29, 2024 2023 (Registration NosNo. 333-283875 274815 and 333-283875274815-01), as amended by Amendment No. 1 thereto dated filed January 275, 2025, 2024 including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 305,490,000 aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerAEP Texas, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17June 28, 2024 2019 (Registration Nos. 333-283875 232430 and 333-283875232430-01), [as amended by Amendment No. 1 thereto dated January 27[ ], 20252019], including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 237,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-232430 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-232430 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below)together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerPG&E, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17September 20, 2024 2022 (Registration Nos. 333-283875 267511 and 333-283875267511-01), as amended by Amendment No. 1 thereto dated January 27November 10, 20252022, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 983,362,000 aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The offer and sale of the Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerSWEPCO, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17September 20, 2024 (Registration Statement Nos. 333-283875 282250 and 333-283875282250-01), as amended by Amendment No. 1 thereto dated January 27November 1, 20252024, Amendment No. 2 thereto dated November 5, 2024, Amendment No. 3 thereto dated November 14, 2024 and Amendment No. 4 thereto dated December 2, 2024 including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 336,700,000, aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below)) hereby considered together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities 1933 Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerWisconsin Electric, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17January 20, 2024 2021 (Registration Nos. 333-283875 252252 and 333-283875252252-01), as amended by Amendment No. 1 thereto dated January March 12, 2021, as further amended by Amendment No. 2 thereto dated April 16, 2021, as further amended by Amendment No. 3 thereto dated April 20, 2021, and as further amended by Amendment No. 4 thereto dated April 27, 20252021, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities 1933 Act of up to $305,000,000 118,814,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-252252 and ▇▇▇-▇▇▇▇▇▇-▇▇”) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-252252 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities 1933 Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities 1933 Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities 1933 Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the data used to produce the CDI InTex File, but only to the extent such data was included in the Pricing Prospectus (the “Company InTex File (as defined belowInformation”), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The offer and sale of the Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerSWEPCO, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17September 20, 2024 (Registration Statement Nos. 333-283875 282250 and 333-283875282250-01), as amended by Amendment No. 1 thereto dated January 27November 1, 20252024 [and Amendment No. 2 thereto dated [•], 2024], including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 [•], aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below)) hereby considered together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and EAI, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17July 7, 2024 2010 (Registration Nos. 333-283875 168010 and 333-283875168010-01), as amended by Amendment No. 1 thereto dated January 27filed on August 4, 20252010, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 126,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-168010”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-168010 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-168010, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”), if any, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerPG&E, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17March 18, 2024 2022 (Registration Nos. 333-283875 263719 and 333-283875263719-01), as amended by Amendment No. 1 thereto dated January 27April 25, 20252022, including a prospectus (the “Initial Registration Statement”, and the Registration Statement on Form SF-1 filed May 3, 2022 (Registration Nos. 333-264633 and 333-264633-01) (the “Additional Registration Statement”, and collectively, with the Initial Registration Statement, the “Registration Statement”)), for the registration under the Securities Act of up to $305,000,000 3,600,000,000 aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Initial Registration Statement and the Additional Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerRG&E, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on such form on December 17November 26, 2024 (Registration Nos. 333-283875 283455 and 333-283875283455-01), as amended by Amendment No. 1 thereto dated January 278, 2025, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 75,300,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-283455 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission SEC and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the CommissionSEC. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-283455 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission SEC pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that prospectus, subject to completion, dated February 3, 2025, which omitted information to be included upon pricing in a form of prospectus filed with the Commission SEC pursuant to Rule 424(b424(b)(3) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerSCE, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17November 5, 2024 2021 (Registration Nos. 333-283875 260838 and 333-283875260838-01), as amended by Amendment No. 1 thereto dated January 2731, 20252022, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 [ ] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-260838 and ▇▇▇-▇▇▇▇▇▇-▇▇”) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-260838 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below)File, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the several Underwriters thatas follows: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities Issuer has prepared and Exchange Commission (the “Commission”) and filed in accordance conformity with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity published rules and regulations thereunder (the “Rules and Regulations”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” Registration Statement (as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement hereinafter defined) on such form on December 17, 2024 Form S-3 (Registration NosFile No. 333-283875 172197), including a base prospectus relating to the Securities (the “Base Prospectus”), and 333-283875-01such amendments and supplements thereto as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means the registration statement described in the foregoing sentence (including all exhibits, financial schedules and all documents and information deemed to be a part of such registration statement pursuant to Rules 430A, 430B and 430C of the Rules and Regulations), as amended by Amendment No. 1 thereto dated January 27, 2025and/or supplemented to the date of this Agreement, including a prospectus (the Base Prospectus. As used in this Agreement, “Registration Statement”)Effective Time” means the date and the time as of which such registration statement, for or the registration under the Securities Act of up to $305,000,000 aggregate principal amount of the Bonds. The Registration Statement has been most recent post-effective amendment thereto, if any, was declared effective by the Commission and no stop order suspending such effectiveness has been issued “Effective Date” means the date of the Effective Time. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus (as defined below) has been issued by the Commission and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, are threatened by the Commission. References herein to The Issuer, if required by the term “Registration Statement” shall be deemed to refer to Rules and Regulations, will file the Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of Prospectus with the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof Commission pursuant to Rule 430A under the Securities Act (“Rule 430A”424(b) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (Rules and Regulations. The term “Prospectus” as used in Rule 159 under this Agreement means the Securities Act) for prospectus, in the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained form in a form of prospectus (as amended or supplemented as of the Effective Date) that which it is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under of the Securities ActRules and Regulations, or, if the prospectus is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information not to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under ), the Securities Act and that was used after prospectus in the initial effectiveness form included as part of the Registration Statement and prior as of the Effective Date, except that if any revised prospectus or prospectus supplement shall be provided to the Applicable Time Underwriters by the Issuer for use in connection with the offering and sale of the Securities which differs from the Prospectus (as defined belowwhether or not such revised prospectus or prospectus supplement is required to be filed by the Issuer pursuant to Rule 424(b) is referred of the Rules and Regulations), the term “Prospectus” shall refer to herein such revised prospectus or prospectus supplement, as the case may be, from and after the time it is first provided to the Underwriters for such use. Any preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereafter called a “Pricing Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the last to occur of the Effective Date, the date of the Preliminary Prospectus, if any, or the date of the Prospectus, and any reference herein to the terms “amend,” “amendment,” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the Effective Date, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated by reference therein, and (ii) any such document so filed. The Pricing Prospectus and If the Issuer Free Writing Prospectuses has filed an abbreviated registration statement to register additional securities pursuant to Rule 462(b) under the Rules and Regulations (as defined belowthe “462(b) identified in Section B of Schedule III hereby considered together with the InTex File (as defined belowRegistration Statement”), are referred then any reference herein to herein as the “Pricing Package”Registration Statement shall also be deemed to include such 462(b) Registration Statement.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Powerthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17July 23, 2024 2025 (Registration Nos. 333-283875 288891 and 333-283875288891-01), as amended by Amendment No. 1 thereto dated January 27filed [ ], 2025, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 [_____] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-288891 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos 333-288891 and 3▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-288891 and 3▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby and Schedule IV hereto, considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to to, and agrees with, the several Underwriters thatDistributor as follows: (a) The Bonds have A registration statement (No. 333-62422), including a prospectus, relating to $5,000,000,000 aggregate amount of securities of the Issuer, including the Securities (the "Registered Securities") (including a prospectus which, as supplemented from time to time, shall be used in connection with sales of the Securities) has been registered on Form SF-1 pursuant to guidance from filed with the Securities and Exchange Commission (the “"Commission”") and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 has been declared effective under the Securities Act of 1933, as amended (the “Securities "Act”"). Such registration statement, as amended as of the Closing Date (as defined in Section 3(e) hereof), is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented so as generally to describe the Securities and the terms of the offering of the Securities, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. (b) On the effective date of the Registration Statement, such Registration Statement conformed in all respects to the requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission ("Rules and Regulations") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the Closing Date, and at each of the times of acceptance and of delivery referred to in Section 6(a) hereof and at each of the times of amendment or supplementing referred to in Section 6(b) hereof (the Closing Date and each such time being herein sometimes referred to as a "Representation Date"), the Registration Statement and the Prospectus as then amended or supplemented will conform in all respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Issuer by the Distributor specifically for use therein. (c) The Issuer has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Issuer is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification. (d) Each subsidiary of the Issuer has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Issuer is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock of each subsidiary of the Issuer has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Issuer, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (e) The Indenture has been duly authorized, executed and delivered by the Issuer and duly qualified under the Trust Indenture Act and constitutes a valid and legally binding obligation of the Company enforceable in accordance with its capacity terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; the Securities have been duly authorized, and when the Securities have been delivered and paid for pursuant to this Agreement, the Securities will have been duly executed, authenticated, issued and delivered and will conform to the description thereof contained in the Prospectus and will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (f) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Securities by the Issuer, except such as cohave been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities laws. (g) The execution, delivery and performance of the Indenture and this Agreement do not, and the completion, execution and issuance of each particular Security in accordance with the Indenture, the sale by the Issuer of such Security in accordance with this Agreement and compliance with the terms and provisions thereof will not, result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Issuer or any subsidiary of the Issuer or any of their properties, or any agreement or instrument to which the Issuer or any such subsidiary is a party or by which the Issuer or any such subsidiary is bound or to which any of the properties of the Issuer or any such subsidiary is subject, or the charter or by-registrant laws of the Issuer or any such subsidiary, and issuing entity the Issuer has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement. (h) This Agreement (including any agreement with respect to the Bondsoffering and sale of particular Securities as contemplated by Section 3) has been duly authorized, executed and Cleco Powerdelivered by the Issuer. (i) Except as disclosed in the Prospectus, the Issuer and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in its capacity as co-registrant each case free from liens, encumbrances and as sponsor for defects that would materially affect the Issuer, have filed value thereof or materially interfere with the Commission use made or to be made thereof by them; and except as disclosed in the Prospectus, the Issuer and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. (j) The Issuer and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Issuer or any of its subsidiaries, would individually or in the aggregate have a registration statement material adverse effect on such form on December 17, 2024 the Issuer and its subsidiaries taken as a whole. (Registration Nos. 333-283875 and 333-283875-01), as amended by Amendment No. 1 thereto dated January 27, 2025, including a prospectus (k) No labor dispute with the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 aggregate principal amount employees of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted Issuer or are pending any subsidiary exists or, to the knowledge of the Issuer, threatened is imminent that might have a material adverse effect on the Issuer and its subsidiaries taken as a whole. (l) The Issuer and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, "intellectual property rights") necessary to conduct the business now operated by the Commission. References herein them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the term “Registration Statement” shall be deemed to refer Issuer or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the Issuer and its subsidiaries taken as a whole. (m) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Issuer, any of its subsidiaries or any of their respective properties that, if determined adversely to the Registration StatementIssuer or any of its subsidiaries, including any amendment theretowould individually or in the aggregate have a material adverse effect on the condition (financial or other), and any information in a prospectus as amended business, properties or supplemented as results of operations of the Effective Date (Issuer and its subsidiaries taken as defined below)a whole, deemed or retroactively deemed would materially and adversely affect the ability of the Issuer to be a part thereof pursuant to Rule 430A perform its obligations under the Securities Act (“Rule 430A”) that has not been superseded Indenture or modified. “Registration Statement” without reference to a time means this Agreement, or which are otherwise material in the Registration Statement as context of the Applicable Time (as defined below), which the parties agree is the time sale of the first contract of sale (as used in Rule 159 under the Securities Act) for the BondsSecurities; and no such actions, and shall be considered the “Effective Date” of the Registration Statement relating suits or proceedings are threatened or, to the Bonds. Information contained in a form of prospectus Issuer's knowledge, contemplated. (as amended or supplemented as of the Effective Daten) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be The financial statements included in the Registration Statement and Prospectus present fairly the financial position of the Issuer and its consolidated subsidiaries as of the time specified dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in Rule 430A. The final prospectus relating to the BondsProspectus, as filed such financial statements have been prepared in conformity with generally accepted accounting principles in the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”United States applied on a consistent basis; and the most recent preliminary prospectus that omitted information to be schedules included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement present fairly the information required to be stated therein. (o) Except as disclosed in the Prospectus, since the date of the latest audited financial statements included in the Prospectus there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Issuer and prior its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Issuer on any class of its capital stock. (p) The Issuer is not and, after giving effect to the Applicable Time offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940. (q) Immediately after any sale of Securities by the Issuer hereunder or under any Terms Agreement (as defined below) is referred to herein as in Section 3(a)(iii)), the “Pricing Prospectus”. The Pricing Prospectus aggregate amount of Securities which shall have been issued and sold by the Issuer Free Writing Prospectuses hereunder or under any Terms Agreement and of any Registered Securities of the Issuer (as defined belowother than such Securities) identified in Section B that shall have been issued and sold pursuant to the Registration Statement will not exceed the amount of Schedule III hereby considered together with debt securities registered under the InTex File (as defined below), are referred to herein as the “Pricing Package”Registration Statement.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerCEHE, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement on such form on December 17June 20, 2024 2025 (Registration Nos. 333-283875 288206 and 333-283875288206-01), as amended by Amendment No. 1 thereto dated January August 13, 2025 and Amendment No. 2 thereto dated August 27, 2025, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 401,521,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-288206 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-288206 and 3▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; , and the most recent preliminary prospectus prospectus, dated August 27, 2025, that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby hereto, considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerSCE, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17October 26, 2024 2020 (Registration Nos. 333-283875 249674 and 333-283875249674-01), as amended by Amendment No. 1 thereto dated January 2719, 20252021 and Amendment No. 2 thereto dated February [ ], 2021, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 [337,783,000] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-249674 and ▇▇▇-▇▇▇▇▇▇-▇▇”) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-249674 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below)File, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerSCE, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17November 5, 2024 2021 (Registration Nos. 333-283875 260838 and 333-283875260838-01), as amended by Amendment No. 1 thereto dated January 2731, 20252022, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 533,265,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-260838 and ▇▇▇-▇▇▇▇▇▇-▇▇”) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-260838 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below)File, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Powerthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17September 3, 2024 2021 (Registration Nos. 333-283875 259315 and 333-283875259315-01), as amended by Amendment No. 1 thereto dated January 27filed October 28, 20252021 and Amendment No. 2 thereto filed November 1, 2021, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 771,525,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-259315 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos 333-259315 and 3▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-259315 and 3▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section Part A and Part B of Schedule III hereby hereto, considered together with the InTex File (as defined below)together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerCEHE, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement on such form on December 17June 20, 2024 2025 (Registration Nos. 333-283875 288206 and 333-283875288206-01), as amended by Amendment No. 1 thereto dated January August 13, 2025 and Amendment No. 2 thereto dated August 27, 2025, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 401,521,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-288206 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-288206 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; , and the most recent preliminary prospectus prospectus, dated [ ], 2025, that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby hereto, considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Powerthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17July 23, 2024 2025 (Registration Nos. 333-283875 288942 and 333-283875288942-01), as amended by Amendment No. 1 thereto dated January 27filed September 3, 2025, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 460,646,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-288942 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos 333-288942 and 3▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-288942 and 3▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby and Schedule IV hereto, considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17January 5, 2024 2007 (Registration NosNo. 333-283875 and 333-283875-01139820), as amended by Amendment No. 1 thereto dated January 2712, 20252007 and Amendment No. 2 thereto dated [__________], 2007, including a prospectus (the “Registration Statement”)form of prospectus, for the registration under the Securities Act of up to $305,000,000 [__________] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-139820”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-139820 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-139820, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430A or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), is are referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus Issuer is not, and at the Issuer Free Writing Prospectuses (time of filing the Registration Statement was not, an “ineligible issuer” as defined below) identified in Section B under Rule 405 of Schedule III hereby considered together with the InTex File Securities Act (as defined below“Rule 405”), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerSCE, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17March 15, 2024 2023 (Registration Nos. 333-283875 270543 and 333-283875270543-01), as amended by Amendment No. 1 thereto dated January 27April 7, 20252023, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 775,419,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-270543 and ▇▇▇-▇▇▇▇▇▇-▇▇”) has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-270543 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below)File, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and TCC, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17June 27, 2024 2006 (Registration NosNo. 333-283875 and 333-283875-01136787), as amended by Amendment No. 1 thereto dated January 27September 5, 20252006, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 1,747,975,174 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-136787”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-136787 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-136787, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B or 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B or 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the several Underwriters thatas follows: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet meets the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant ) and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17, 2024 Form S-3 (Registration NosNo. 333-283875 and 333-283875-01139864), as amended by Amendment No. 1 thereto dated January 27, 2025, including a prospectus (the “Registration Statement”)amended, for the registration of the Shares under the Securities Act, and the offering thereof from time to time in accordance with Rule 430B or Rule 415 of the rules and regulations of the Commission under the Securities Act of up to $305,000,000 aggregate principal amount of (the Bonds“Securities Act Rules and Regulations”). The Registration Statement Such registration statement (as so amended, if applicable) has been declared effective by the Commission Commission. The registration statement and no prospectus may have been amended or supplemented prior to the date of this Agreement; any such amendment or supplement was prepared and filed, and any such amendment, filed after the effective date of such registration statement has been declared effective. No stop order suspending such the effectiveness of the registration statement has been issued under the Securities Act issued, and no proceedings proceeding for that purpose have has been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein A prospectus supplement (the “Prospectus Supplement”) setting forth the terms of the Offering, sale and plan of distribution of the Shares and additional information concerning the Issuer and its business has been or will be prepared and, together with the prospectus included in the registration statement, will be filed pursuant to Rule 424(b) of the term “Registration Statement” shall Securities Act Rules and Regulations on or before the second business day after the date hereof (or such earlier time as may be deemed to refer to required by the Registration StatementSecurities Act Rules and Regulations). The registration statement, as it may have heretofore been amended and at the time it became effective, including any amendment theretothe information, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below)if any, deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under 430B of the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, Rules and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActRegulations, is referred to herein as the “Final Prospectus”; Registration Statement,” and the most recent preliminary prospectus that omitted information to be included upon pricing in a final form of prospectus included in the Registration Statement, as supplemented by the Prospectus Supplement, in the form filed by the Issuer with the Commission pursuant to Rule 424(b) under the Securities Act Rules and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) Regulations, is referred to herein as the “Pricing Prospectus”.” Any Registration Statement filed by the Issuer pursuant to Rule 462(b) of the Securities Act is hereinafter called the “Rule 462(b) Registration Statement” and from and after the date and time of filing the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Pricing Prospectus Copies of the Registration Statement and the Prospectus, any amendments or supplements thereto and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement (including one fully executed copy of the Registration Statement and of each amendment thereto) have been delivered to the Underwriters and their counsel. Any preliminary Prospectus Supplement relating to the offering of the Shares (a “Preliminary Prospectus Supplement”), preliminary prospectus or prospectus subject to completion included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Securities Act and the Securities Act Rules and Regulations is hereafter called a “Preliminary Prospectus.” “Issuer Free Writing Prospectuses (Prospectus” means any “issuer free writing prospectus,” as defined below) identified in Section B Rule 433 of Schedule III hereby considered together the Securities Act Rules and Regulations, relating to the Shares in the form filed or required to be filed with the InTex File Commission or, if not required to be filed, in the form retained in the Issuer’s records pursuant to Rule 433(g) of the Securities Act Rules and Regulations. “General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified as such in Schedule II to this Agreement. “Limited Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus. “Applicable Time” means 8:30 A.M. (Eastern Time) on October 7, 2009. Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as defined belowamended (the “Exchange Act”), are referred to herein on or before the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, and any reference herein to the terms “Pricing Package”amend,” “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include (i) the filing of any document under the Exchange Act after the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference and (ii) any such document so filed. For purposes of this Agreement, all references to the Registration Statement, the Prospectus, Prospectus Supplement, Preliminary Prospectus Supplement, Preliminary Prospectus or Issuer Free Writing Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Electronic Data Gathering Analysis and Retrieval System (▇▇▇▇▇), and such copy shall be identical in content to any Prospectus delivered to the Underwriters for use in connection with the Offering.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerPG&E, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17April 15, 2024 (Registration Nos. 333-283875 278688 and 333-283875278688-01), as amended by Amendment No. 1 thereto dated January 27filed May 24, 20252024, and Amendment No. 2 thereto filed on July 5, 2024, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 ______ aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and Prospectus, the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered III, together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and ELL, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17June 24, 2024 2011 (Registration Nos. 333-283875 175117 and 333-283875175117-01), as amended by Amendment No. 1 thereto dated January 27filed on , 20252011, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to [$305,000,000 207,156,000] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-175117”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No investment recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-175117 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-175117, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”), if any, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerConsumers, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17May 2, 2024 2014 (Registration Nos. 333-283875 195654 and 333-283875195654-01), as amended by Amendment No. 1 thereto dated January 27filed June 10, 20252014 and Amendment No. 2 thereto filed June 25, 2014, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 389,600,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-195654 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No securitization bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-195654 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-195654 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B under the Securities Act (“Rule 430A430B”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17October 30, 2024 2009 (Registration NosNo. 333-283875 and 333-283875-01162749), as amended by Amendment No. 1 thereto dated January 27[ ], 20252009, including a prospectus (the “Registration Statement”)form of prospectus, for the registration under the Securities Act of up to $305,000,000 [__,000,000] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-162749”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No environmental control bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-162749 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-162749, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) or Rule 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A or Rule 430C, shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430A or Rule 430C, as appropriate. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), is referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus Issuer is not, and at the Issuer Free Writing Prospectuses (time of filing the Registration Statement was not, an “ineligible issuer” as defined below) identified in Section B under Rule 405 of Schedule III hereby considered together with the InTex File Securities Act (as defined below“Rule 405”), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Powerthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17September 3, 2024 2021 (Registration Nos. 333-283875 259314 and 333-283875259314-01), as amended by Amendment No. 1 thereto dated January 27filed October 28, 20252021 and Amendment No. 2 thereto filed November 1, 2021, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 237,800,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-259314 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos 333-259314 and 3▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-259314 and 3▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section Part A and Part B of Schedule III hereby hereto, considered together with the InTex File (as defined below)together, are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerPSNH, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17February 20, 2024 2018 (Registration Nos. 333-283875 223108 and 333-283875223108-01), as amended by Amendment No. 1 thereto dated January 27filed March 23, 20252018, Amendment No. 2 thereto filed April 24, 2018 and Amendment No. 3 thereto filed April 25, 2018, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 635,663,200 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-223108 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No rate reduction bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-223108 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-223108 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby hereto considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerNYSEG, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on such form on December 17November 26, 2024 (Registration Nos. 333-283875 283456 and 333-283875283456-01), as amended by Amendment No. 1 thereto dated January 278, 2025, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 710,600,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-283456 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission SEC and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the CommissionSEC. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-283456 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission SEC pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that prospectus, subject to completion, dated January 30, 2025, which omitted information to be included upon pricing pricing, in a form of prospectus filed with the Commission SEC pursuant to Rule 424(b424(b)(3) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and ENO, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17April 10, 2024 2015 (Registration Nos. 333-283875 203320 and 333-283875203320-01), as amended by Amendment No. 1 thereto dated January 27filed on May [__], 20252015, and Amendment No. 2 thereto filed on June [__], 2015, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 [_________] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-203320”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-203320 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-203320, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S‑3 (“Incorporated Documents”), if any, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first “contract of sale sale” (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to to, and agrees with, the several Underwriters thatDistributor as follows: (a) The Bonds have A registration statement (No. 333-30295), including a prospectus, relating to $150,000,000 aggregate principal amount of debt securities of the Issuer, including the Securities (together, the "Registered Securities") (including a prospectus which, as supplemented from time to time, shall be used in connection with sales of the Securities) has been registered on Form SF-1 pursuant to guidance from filed with the Securities and Exchange Commission (the “"Commission”") and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 has been declared effective under the Securities Act of 1933, as amended (the “Securities "Act”"). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a Such registration statement on such form on December 17, 2024 (Registration Nos. 333-283875 and 333-283875-01)statement, as amended by Amendment No. 1 thereto dated January 27as of the Closing Date (as defined in Section 3(e) hereof), 2025is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented so as generally to describe the Securities and the terms of the offering of the Securities, including a prospectus all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. (b) On the effective date of the Registration Statement, such Registration Statement conformed in all material respects to the requirements of the Act, the Trust Indenture Act of 1939, as amended (the “Registration Statement”"Trust Indenture Act"), for and the registration under the Securities Act of up to $305,000,000 aggregate principal amount rules and regulations of the Bonds. The Commission ("Rules and Regulations") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the Closing Date, and at each of the times of acceptance and of delivery referred to in Section 6(a) hereof and at each of the times of amendment or supplementing referred to in Section 6(b) hereof (the Closing Date and each such time being herein sometimes referred to as a "Representation Date"), the Registration Statement has been declared effective and the Prospectus as then amended or supplemented will conform in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Issuer by the Commission and no Distributor specifically for use therein, it being understood that the only such information furnished by the Distributor consists of the information described as such herein. No stop order suspending such the effectiveness of the Registration Statement or any part thereof has been issued under the Securities Act and no proceedings proceeding for that purpose have has been instituted or are pending or, to the knowledge of the Issuer's knowledge, threatened by the Commission. References herein to . (c) The Issuer has been duly incorporated and is validly existing as a corporation in good standing under the term “Registration Statement” shall be deemed to refer to laws of the Registration Statement, including any amendment theretoCommonwealth of Pennsylvania, and any information in a prospectus has the corporate power and authority to own, lease and operate its properties and to conduct its business as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included described in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus Issuer is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership, leasing or operation of property requires such qualification, except to the extent that omitted information the failure to be included upon pricing so qualified or in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.good standing

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, and each of the Issuer and EAI, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17July 7, 2024 2010 (Registration Nos. 333-283875 168010 and 333-283875168010-01), as amended by Amendment No. 1 thereto dated January 27filed on [ ], 20252010, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 [ ] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement No. 333-168010”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-168010 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-168010, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”), if any, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract Contract of sale Sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; ,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Powerthe Depositor, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17July 23, 2024 2025 (Registration Nos. 333-283875 288942 and 333-283875288942-01), as amended by Amendment No. 1 thereto dated January 27filed [ ], 2025, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 [_____] aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-288942 and 3▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos 333-288942 and 3▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-288942 and 3▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus prospectus, as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information , and information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, Act is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby and Schedule IV hereto, considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerCEHE, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement on such form on December 17June 20, 2024 2025 (Registration Nos. 333-283875 288206 and 333-283875288206-01), as amended by Amendment No. 1 thereto dated January 27August 13, 2025, including a prospectus (the “Registration Statement”)prospectus, for the registration under the Securities Act of up to $305,000,000 401,521,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-288206 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-288206 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; , and the most recent preliminary prospectus prospectus, dated [ ], 2025, that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby hereto, considered together with the InTex Intex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to to, and agrees with, the several Underwriters thatDistributor as follows: (a) The Bonds have A registration statement (No. 333-_____), including a prospectus, relating to $5,000,000,000 aggregate principal amount of debt securities of the Issuer, including the Securities (the "Registered Securities") (including a prospectus which, as supplemented from time to time, shall be used in connection with sales of the Securities) has been registered on Form SF-1 pursuant to guidance from filed with the Securities and Exchange Commission (the “"Commission”") and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 has been declared effective under the Securities Act of 1933, as amended (the “Securities "Act”"). Such registration statement, as amended as of the Closing Date (as defined in Section 3(e) hereof), is hereinafter referred to as the "Registration Statement", and the prospectus included in such Registration Statement, as supplemented so as generally to describe the Securities and the terms of the offering of the Securities, including all material incorporated by reference therein, is hereinafter referred to as the "Prospectus". Any reference in this Agreement to amending or supplementing the Prospectus shall be deemed to include the filing of materials incorporated by reference in the Prospectus after the Closing Date and any reference in this Agreement to any amendment or supplement to the Prospectus shall be deemed to include any such materials incorporated by reference in the Prospectus after the Closing Date. No document has been or will be prepared or distributed in reliance on Rule 434 under the Act. (b) On the effective date of the Registration Statement, such Registration Statement conformed in all respects to the requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission ("Rules and Regulations") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and on the Closing Date, and at each of the times of acceptance and of delivery referred to in Section 6(a) hereof and at each of the times of amendment or supplementing referred to in Section 6(b) hereof (the Closing Date and each such time being herein sometimes referred to as a "Representation Date"), the Registration Statement and the Prospectus as then amended or supplemented will conform in all respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents based upon written information furnished to the Issuer by the Distributor specifically for use therein. (c) The Issuer has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Issuer is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification. (d) Each subsidiary of the Issuer has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Issuer is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock of each subsidiary of the Issuer has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Issuer, directly or through subsidiaries, is owned free from liens, encumbrances and defects. (e) The Indenture has been duly authorized, executed and delivered by the Issuer and duly qualified under the Trust Indenture Act and constitutes a valid and legally binding obligation of the Company enforceable in accordance with its capacity terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; the Securities have been duly authorized, and when the Securities have been delivered and paid for pursuant to this Agreement, the Securities will have been duly executed, authenticated, issued and delivered and will conform to the description thereof contained in the Prospectus and will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (f) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance and sale of the Securities by the Issuer, except such as cohave been obtained and made under the Act and the Trust Indenture Act and such as may be required under state securities laws. (g) The execution, delivery and performance of the Indenture and this Agreement do not, and the completion, execution and issuance of each particular Security in accordance with the Indenture, the sale by the Issuer of such Security in accordance with this Agreement and compliance with the terms and provisions thereof will not, result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Issuer or any subsidiary of the Issuer or any of their properties, or any agreement or instrument to which the Issuer or any such subsidiary is a party or by which the Issuer or any such subsidiary is bound or to which any of the properties of the Issuer or any such subsidiary is subject, or the charter or by-registrant laws of the Issuer or any such subsidiary, and issuing entity the Issuer has full power and authority to authorize, issue and sell the Securities as contemplated by this Agreement. (h) This Agreement (including any agreement with respect to the Bondsoffering and sale of particular Securities as contemplated by Section 3) has been duly authorized, executed and Cleco Powerdelivered by the Issuer. (i) Except as disclosed in the Prospectus, the Issuer and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in its capacity as co-registrant each case free from liens, encumbrances and as sponsor for defects that would materially affect the Issuer, have filed value thereof or materially interfere with the Commission use made or to be made thereof by them; and except as disclosed in the Prospectus, the Issuer and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them. (j) The Issuer and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Issuer or any of its subsidiaries, would individually or in the aggregate have a registration statement material adverse effect on such form on December 17, 2024 the Issuer and its subsidiaries taken as a whole. (Registration Nos. 333-283875 and 333-283875-01), as amended by Amendment No. 1 thereto dated January 27, 2025, including a prospectus (k) No labor dispute with the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 aggregate principal amount employees of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted Issuer or are pending any subsidiary exists or, to the knowledge of the Issuer, threatened is imminent that might have a material adverse effect on the Issuer and its subsidiaries taken as a whole. (l) The Issuer and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, "intellectual property rights") necessary to conduct the business now operated by the Commission. References herein them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the term “Registration Statement” shall be deemed to refer Issuer or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the Issuer and its subsidiaries taken as a whole. (m) Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Issuer, any of its subsidiaries or any of their respective properties that, if determined adversely to the Registration StatementIssuer or any of its subsidiaries, including any amendment theretowould individually or in the aggregate have a material adverse effect on the condition (financial or other), and any information in a prospectus as amended business, properties or supplemented as results of operations of the Effective Date (Issuer and its subsidiaries taken as defined below)a whole, deemed or retroactively deemed would materially and adversely affect the ability of the Issuer to be a part thereof pursuant to Rule 430A perform its obligations under the Securities Act (“Rule 430A”) that has not been superseded Indenture or modified. “Registration Statement” without reference to a time means this Agreement, or which are otherwise material in the Registration Statement as context of the Applicable Time (as defined below), which the parties agree is the time sale of the first contract of sale (as used in Rule 159 under the Securities Act) for the BondsSecurities; and no such actions, and shall be considered the “Effective Date” of the Registration Statement relating suits or proceedings are threatened or, to the Bonds. Information contained in a form of prospectus Issuer's knowledge, contemplated. (as amended or supplemented as of the Effective Daten) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be The financial statements included in the Registration Statement and Prospectus present fairly the financial position of the Issuer and its consolidated subsidiaries as of the time specified dates shown and their results of operations and cash flows for the periods shown, and, except as otherwise disclosed in Rule 430A. The final prospectus relating to the BondsProspectus, as filed such financial statements have been prepared in conformity with generally accepted accounting principles in the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”United States applied on a consistent basis; and the most recent preliminary prospectus that omitted information to be schedules included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement present fairly the information required to be stated therein. (o) Except as disclosed in the Prospectus, since the date of the latest audited financial statements included in the Prospectus there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Issuer and prior its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Issuer on any class of its capital stock. (p) The Issuer is not and, after giving effect to the Applicable Time offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company," as defined in the Investment Company Act of 1940. (q) Immediately after any sale of Securities by the Issuer hereunder or under any Terms Agreement (as defined below) is referred to herein as in Section 3(a)(iii)), the “Pricing Prospectus”. The Pricing Prospectus aggregate amount of Securities which shall have been issued and sold by the Issuer Free Writing Prospectuses hereunder or under any Terms Agreement and of any Registered Securities of the Issuer (as defined belowother than such Securities) identified in Section B that shall have been issued and sold pursuant to the Registration Statement will not exceed the amount of Schedule III hereby considered together with debt securities registered under the InTex File (as defined below), are referred to herein as the “Pricing Package”Registration Statement.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerOPCo, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17May 22, 2024 2013 (Registration Nos. 333-283875 188745 and 333-283875188745-01), as amended by Amendment No. 1 thereto dated January 27filed June 25, 20252013 and Amendment No. 2 thereto filed July 12, 2013, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 278,000,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-188745 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No phase-in-recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement Nos. 333-188745 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement Nos. 333-188745 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The , and the Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Powerthe Company, in its capacity as co-registrant and as sponsor for the Issuer, have has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17November 2, 2024 2007 (Registration Nos. 333-283875 147114 and 333-283875147114-01), as amended by Amendment No. 1 thereto dated December 20, 2007, as amended by Amendment No. 2 thereto dated January 2723, 20252008, and as amended by Amendment No. 3 thereto dated January 25, 2008 including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 488,700,000 aggregate principal amount of the Bonds. The Such registration statement, as amended (“Registration Statement Nos. 333-147114 and ▇▇▇-▇▇▇▇▇▇-▇▇”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No transition bonds registered with the Commission under the Securities Act pursuant to Registration Nos. 333-147114 and ▇▇▇-▇▇▇▇▇▇-▇▇ have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementNos. 333-147114 and ▇▇▇-▇▇▇▇▇▇-▇▇, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first “contract of sale sale” (as used in Rule 159 under the Securities Act159) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For the purpose of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is are referred to herein as the “Final Prospectus”; ;” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from Issuer has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-3 on December 1, 1999 (Registration No. 333-91935), as amended by Amendment No. 1 and in accordance with such guidance the Issuer and the Bonds meet the requirements Amendment No. 2 thereto, including a prospectus, for the use of Form SF-1 registration under the Securities Act of 1933, as amended (the “"Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Power, in its capacity as co-registrant and as sponsor for the Issuer, have filed with the Commission a registration statement on such form on December 17, 2024 (Registration Nos. 333-283875 and 333-283875-01"), as amended by Amendment No. 1 thereto dated January 27, 2025, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 1,300,000,000 aggregate principal amount of the Bondsits transition bonds. The Such registration statement, as amended ("Registration Statement No. 333-91935"), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. None of the $1,300,000,000 aggregate principal amount of transition bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-91935 has been previously issued. References herein to the term “"Registration Statement” " as of any date shall be deemed to refer to Registration Statement No. 333-91935, as amended or supplemented to such date, including all documents incorporated by reference therein as of such date pursuant to Item 12 of Form S-3 ("Incorporated Documents"); provided that if the Issuer files a registration statement with respect to the transition bonds registered under Registration Statement No. 333-91935 with the Commission pursuant to Rule 462(b) under the Securities Act (the "Rule 462(b) Registration Statement"), then after such filing, all references to "Registration Statement" shall be deemed to include the Rule 462(b) Registration Statement. References herein to the term "Prospectus" as of any given date shall be deemed to refer to the Registration Statementprospectus, including any amendment theretopreliminary prospectus, and any information in forming a part of Registration Statement No. 333-91935, as supplemented by a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed supplement relating to be a part thereof the Series 2003 Bonds proposed to be filed pursuant to Rule 430A under 424 of the general rules and regulations of the Securities Act (“"Rule 430A”424") that has not been superseded and as further amended and supplemented as of such date (other than amendments or modifiedsupplements relating to securities other than the Series 2003 Bonds), including all Incorporated Documents. “Registration Statement” without reference References herein to a the term "Effective Date" shall be deemed to refer to the later of the time means and date the Registration Statement as was declared effective or the time and date of the Applicable Time (as defined below), which the parties agree is the time filing thereafter of the first contract of sale (Issuer's most recent Annual Report on Form 10-K if such filing is made prior to the Closing Date, as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of hereinafter defined. The Issuer will not file any amendment to the Registration Statement relating or supplement to the Bonds. Information contained in a form Prospectus on or after the date of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating this Underwriting Agreement, without prior notice to the BondsUnderwriters, or to which Pillsbury Winthrop LLP, who are acting as counsel for the Underwriters ("Counsel for the Underwriters"), shall reasonably object in writing. For the purpose of this Underwriting Agreement, any Incorporated Document filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used on or after the initial effectiveness date of this Underwriting Agreement and prior to the Closing Date, as hereinafter defined, shall be deemed an amendment or supplement to the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to each of the several Underwriters that: (a) The Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 S-3 under the Securities Act of 1933, as amended (the “Securities Act”). The , and the Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco PowerBGE, in its capacity as co-registrant registrant, depositor and as sponsor for with respect to the IssuerBonds, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on December 17March 16, 2024 2007 (Registration NosNo. 333-283875 and 333-283875-01141366), as amended by Amendment No. 1 thereto dated January 27filed on May 7, 20252007 and Amendment No. 2 thereto filed on June [7], 2007, including a prospectus (the “Registration Statement”)and a form of prospectus supplement, for the registration under the Securities Act of up to $305,000,000 [ ] aggregate principal amount of the Bonds. The Such registration statement, as so amended (“Registration Statement No. 333-141366”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No rate stabilization bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-141366 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to the Registration StatementStatement No. 333-141366, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (“Incorporated Documents”) and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430A 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act (“Rule 430A”) that has not been superseded or modified. References herein to the term “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is will be the time of the first “contract of sale sale” (as used in within the meaning of Rule 159 under the Securities Act) for the Bonds, Bonds and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information For purposes of this definition, information contained in a form of prospectus (as amended or supplemented as of the Effective Date) prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. 430B or Rule 430C, as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities ActAct (“Rule 424(b)”), is are referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”. The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III hereby considered together with the InTex File (as defined below), are referred to herein as the “Pricing Package”.

Representations and Warranties of the Issuer. The Issuer represents and warrants to the several Underwriters that: (a) The offer and sale of the Bonds have been registered on Form SF-1 pursuant to guidance from the Securities and Exchange Commission (the “Commission”) ), and in accordance with such guidance the Issuer and the Bonds meet the requirements for the use of Form SF-1 under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer, in its capacity as co-registrant and issuing entity with respect to the Bonds, and Cleco Kentucky Power, in its capacity as co-registrant and as sponsor for the Issuer, have prepared and filed with the Commission a registration statement on such form on December 17January 2, 2024 2025 (Registration Statement Nos. 333-283875 284112 and 333-283875284112-01), as amended by Amendment No. 1 thereto dated January 27thereto, filed on April 18, 2025, and as further amended by Amendment No. 2 thereto, filed on May 16, 2025, including a prospectus (the “Registration Statement”), for the registration under the Securities Act of up to $305,000,000 477,749,000 aggregate principal amount of the Bonds. The Registration Statement has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. References herein to the term “Registration Statement” shall be deemed to refer to the Registration Statement, including any amendment amendments thereto, and any information in a prospectus as amended or supplemented as of the Effective Date (as defined below), deemed or retroactively deemed to be a part thereof pursuant to Rule 430A under the Securities Act (“Rule 430A”) that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first contract of sale (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. Information contained in a form of prospectus (as amended or supplemented as of the Effective Date) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. The final prospectus relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is referred to herein as the “Final Prospectus”; and the most recent preliminary prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus”. .” The Pricing Prospectus and the Issuer Free Writing Prospectuses (as defined below) identified in Section B of Schedule III III, hereby considered together with the InTex File (as defined below)together, are referred to herein as the “Pricing Package.”.