Terms Agreement for 7.0% Notes Due 2008 between Cleco Corporation and Underwriters

Summary

Cleco Corporation has agreed to sell $100 million in 7.0% Notes due May 1, 2008, to BNY Capital Markets, Banc One Capital Markets, Hibernia Southcoast Capital, and Morgan Keegan & Company. The notes will be issued at 99.583% of their principal amount and purchased at 98.083%, with interest paid semiannually. The agreement outlines the terms of sale, interest, maturity, and redemption, and incorporates the terms of a broader Underwriting Agreement. The transaction is set to close on April 28, 2003, with settlement through DTC.

EX-1.2 4 dex12.txt TERMS AGREEMENT EXHIBIT 1.2 CLECO CORPORATION (the "Company") 7.0% Notes due May 1, 2008 TERMS AGREEMENT April 23, 2003 To: BNY Capital Markets, Inc. One Wall Street, 18th Floor New York, New York 10286 Banc One Capital Markets, Inc. 1 Bank One Plaza Suite IL 1-0595 Chicago, IL 60670 Hibernia Southcoast Capital, Inc. 909 Poydras Street, Suite 1000 New Orleans, LA 70112 Morgan Keegan & Company, Inc. Morgan Keegan Tower 50 North Front Street, 16/th/ Floor Memphis, TN 38103 Dear Ladies and Gentleman: The undersigned agrees to sell to you, for your account (as specified in Schedule I hereto), on and subject to the terms and conditions of the Underwriting Agreement (the "Underwriting Agreement," a copy of which is attached hereto as Appendix A) the following securities ("Offered Securities") on the following terms: Title: 7.0% Notes due May 1, 2008. Principal Amount: $100,000,000. Percentage of Principal Amount: The Offered Securities shall be issued at 99.583% of their principal amount plus accrued interest, if any, from April 28, 2003. Purchase Price: 98.083% of the principal amount of the Offered Securities plus accrued interest, if any, from April 28, 2003. Interest: 7.0% per annum from April 28, 2003, payable semiannually in arrears on May 1st and November 1st of each year, commencing November 1, 2003, to holders of record on the preceding April 15th or October 15th, as the case may be. Maturity Date: May 1, 2008. Optional Redemption: The Company may redeem the Offered Securities, in whole or in part, at any time, according to the price formula set forth in the Prospectus Supplement dated April 23, 2003 (the "Prospectus Supplement") to the Prospectus dated May 12, 2000 under the caption "Description of the Notes--Optional Redemption." Sinking Fund: None. Listing: None. Closing: 9:00 a.m., Eastern Standard Time, on April 28, 2003, at the offices of Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10019 or at such other place as shall be agreed upon by the Underwriters and the Company, in federal (same day) funds. The Offered Securities will be made available for checking and packaging at the office of Sidley Austin Brown & Wood LLP at least 24 hours prior to the Closing Date. Settlement and Trading: Book-Entry Only via DTC. The provisions of the Underwriting Agreement are incorporated herein by reference. For purposes of Section 6 of the Underwriting Agreement, the only information furnished to the Company by the Underwriters for use in the Prospectus consists of the following information in the Prospectus Supplement: the fourth paragraph, the third sentence of the fifth paragraph, the seventh paragraph, the third sentence of the eighth paragraph and the second sentence in the ninth paragraph under the caption "Underwriting" in the Prospectus Supplement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and you in accordance with its terms. Very truly yours, CLECO CORPORATION By: Kathleen Nolen ----------------------- Name: Kathleen Nolen Title: Treasurer The foregoing Terms Agreement is hereby confirmed and accepted as of the date first above written. BNY CAPITAL MARKETS, INC. By: /s/ David Klinger ---------------------------- Name: David Klinger Title: Vice President BANC ONE CAPITAL MARKETS, INC. By: /s/ C. Victor Manny ---------------------------- Name: C. Victor Manny Title: Managing Director HIBERNIA SOUTHCOAST CAPITAL, INC. By: /s/ Troy Villafarra ---------------------------- Name: Troy Villafarra Title: Senior Vice President MORGAN KEEGAN & COMPANY, INC. By: /s/ Robert B. Jacobus, Jr. ---------------------------- Name: Robert B. Jacobus, Jr. Title: First Vice President SCHEDULE I NAME OF UNDERWRITER PRINCIPAL AMOUNT OF ------------------- NOTES ----------------- BNY Capital Markets, Inc. $ 60,000,000 Banc One Capital Markets, Inc. $ 30,000,000 Hibernia Southcoast Capital, Inc. $ 5,000,000 Morgan Keegan & Company, Inc. $ 5,000,000 ------------ $100,000,000 ============