Exhibit 10.5

   

  AMENDMENT NO. 1 TO

  SERVICES AND INDEMNITY AGREEMENT

   

  This AMENDMENT NO. 1 TO SERVICES AND INDEMNITY AGREEMENT (“Amendment”), by

    and between among Kevin P. Burns, a natural person (the “GSS Representative”), Global Securitization Services, LLC, a Delaware limited liability company (“Global”), Cleco Securitization I LLC, a Louisiana limited liability company (the “Company”), and
    Cleco Power LLC, a Louisiana limited liability company (“Parent”), (together, the “Parties” and individually a “Party”) is effective as of April 29, 2022 (“Effective Date”).

   

  RECITALS

   

  WHEREAS the Parties are parties to that certain written SERVICES AND INDEMNITY AGREEMENT (the “Agreement”).

   

  WHEREAS the Parties desire to amend and update the Agreement solely as further detailed in the below paragraphs.

   

  WITNESSETH

   

  WHEREFORE in consideration of the promises and the mutual agreements herein contained, and for other good and
    valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

   

  AMENDMENTS TO AGREEMENT

   

  1.          Amend the opening
    paragraph of page 1 by replacing “April _____ , 2022” with “April 25, 2022”.

   

  2.         Amend the second
    paragraph of page 1 by replacing “[and further amended...]” with “(as amended, supplemented or otherwise modified and in effect from time to time)”.

   

  MISCELLANEOUS

   

  1.          Except
    as specifically amended by this Amendment, the terms and conditions of the Agreement prior to the date hereof shall remain in full force and effect.

   

  2.        This
    Amendment may be executed in any number of counterparts, any of which may be delivered via facsimile or PDF, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument.

   

  3.          No
    provision of this Amendment shall be deemed waived without the express written notice of waiver. Failure to demand strict performance in one instance shall not be deemed to waive either Party’s right to insist on strict performance in any other
    instance.

   

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  4.           If any provision of this Amendment is
    held to be invalid or unenforceable under any present or future law, in whole or in part, by any court of competent jurisdiction, such provision shall be ineffective to the extent of such invalidity or unenforceability without invalidating the
    remaining provisions of this Amendment or affecting the validity or enforceability of such provisions. Such invalid or unenforceable provisions shall be replaced by a provision that comes closest to the business objective intended by such invalid or
    unenforceable provision without being invalid or unenforceable itself.

   

  

  IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 1 to Services and Indemnity Agreement
    to be executed as of the Effective Date.

   

  	 	/s/ Kevin P. Burns
	 	Kevin P. Burns
	 	         
	 	Address:	c/o Global Securitization Services, LLC 

          68 South Service Road, Suite 120 

          Melville, NY 11747


   

  	 	Global Securitization Services, LLC
	 	 	 
	 	By:	/s/ Kevin P. Burns
	 	Name:	Kevin P. Burns
	 	Title:	President
	 	Address:	114 West 47th Street, Suite 2310

          New York, NY 10036


   

  	 	CLECO SECURITIZATION I LLC, as Company
	 	 	 
	 	By:	/s/ William G. Fontenot
	 	Name:	William G. Fontenot
	 	Title:	President & CEO
	 	Address:	2030 Donahue Ferry Road

          P.O. Box 5000

          Pineville, LA 71360-5000


   

  	 	CLECO POWER LLC
	 	 	 
	 	By:	/s/ William G. Fontenot
	 	Name:	William G. Fontenot
	 	Title:	President & CEO
	 	Address:	2030 Donahue Ferry Road

          P.O. Box 5000

          Pineville, LA 71360-5000


   

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