Exhibit 4.2

     

    This SERIES SUPPLEMENT, dated as of June 22, 2022 (this “Supplement”), is by and between CLECO SECURITIZATION I LLC, a limited liability company created under the laws of the State of
      Louisiana (the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties under the Indenture dated as of June
      22, 2022 (the “Indenture”), by and between the Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee and in its separate capacity as a Securities Intermediary.

     

    PRELIMINARY STATEMENT

     

    Section 9.01 of the Indenture provides, among other things, that the Issuer and the Indenture Trustee
        may at any time enter into an indenture supplemental to the Indenture for the purposes of authorizing the issuance by the Issuer of a Series of the Storm Recovery Bonds and specifying the terms thereof.  The Issuer has duly authorized the creation
        of a Series of the Storm Recovery Bonds with an initial aggregate principal amount of $425,000,000 to be known as Series 2022-A Senior Secured Storm Recovery Bonds (the “Series 2022-A Storm Recovery Bonds”), and the Issuer and the Indenture
        Trustee are executing and delivering this Supplement in order to provide for the Series 2022-A Storm Recovery Bonds.

     

    All terms used in this Supplement that are defined in the Indenture, either directly or by reference therein, have the meanings assigned to them therein, except to the extent such terms are defined
      or modified in this Supplement or the context clearly requires otherwise.  In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and provisions
      of this Supplement shall govern.

     

    
      1

      
        


    

    GRANTING CLAUSE

     

    With respect to the Series 2022-A Storm Recovery Bonds, the Issuer hereby Grants to the Indenture Trustee, as Indenture Trustee for the benefit of the Secured Parties of the Series 2022-A Storm
      Recovery Bonds, all of the Issuer’s right, title and interest (whether now owned or hereafter acquired or arising) in and to (a) the Storm Recovery Property created under and pursuant to the Financing Order U-35807-B issued April 1, 2022 (Docket No.
      U-35807) and the Securitization Act, and transferred by the Seller to the Issuer on the date hereof pursuant to the Sale Agreement (including, to the fullest extent permitted by applicable law, the right to impose, bill, charge, collect and receive
      the Storm Recovery Charges, the right to obtain periodic adjustments to the Storm Recovery Charges, and all revenues, collections, claims, rights to payments, payments, money and proceeds arising out of the rights and interests created under the
      Financing Order), (b) all Storm Recovery Charges related to the Storm Recovery Property, (c) the Sale Agreement and the Bill of Sale executed in connection therewith and all property and interests in property transferred under the Sale Agreement and
      the Bill of Sale with respect to the Storm Recovery Property and the Series 2022-A Storm Recovery Bonds, (d) the Servicing Agreement, the Administration Agreement and any subservicing, agency, administration or collection agreements executed in
      connection therewith, to the extent related to the Storm Recovery Property and the Series 2022-A Storm Recovery Bonds, (e) the Collection Account for the Series 2022-A Storm Recovery Bonds, all Subaccounts thereof and all amounts of cash,
      instruments, investment property or other assets on deposit therein or credited thereto from time to time and all financial assets and securities entitlements carried therein or credited thereto, (f) all rights to compel the Servicer to file for and
      obtain periodic adjustments to the Storm Recovery Charges in accordance with the Securitization Act and the Financing Order, (g) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing, whether
      such claims, demands, causes and choses in action constitute Storm Recovery Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property, (h) all accounts, chattel paper,
      deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations related to the foregoing, and (i) all payments on or
      under, and all proceeds in respect of, any or all of the foregoing (the “Trust Estate”), it being understood that the following do not constitute the Trust Estate:  (x) cash that has been released
      pursuant to the terms of the Indenture, including Section 8.02(e)(x) of the Indenture and, following retirement of all Outstanding Series 2022-A Storm Recovery Bonds, pursuant to Section 8.02(e)(xii) of the Indenture, (y) amounts
      deposited with the Issuer on the Closing Date, for payment of costs of issuance with respect to the Series 2022-A Storm Recovery Bonds (together with any interest earnings thereon) or (z) proceeds from the sale of the Series 2022-A Storm Recovery
      Bonds required to pay the purchase price for the Storm Recovery Property and paid pursuant to the Sale Agreement and upfront Financing Costs, it being understood that such amounts described in clause (x) and clause (y) above shall not
      be subject to Section 3.17 of the Indenture.  This Supplement covers the foregoing described portion of the Storm Recovery Property described in the Financing Order.1 
      For the avoidance of doubt, any “storm recovery property” (as defined in the Securitization Act) created with respect to an Additional Series shall not be part of the Trust Estate.

     

    The foregoing Grant is made in trust to secure the Secured Obligations equally and ratably without prejudice, priority or distinction, except as expressly provided in the Indenture, to secure
      compliance with the provisions of the Indenture with respect to the Series 2022-A Storm Recovery Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture.  The Indenture and
      this Supplement constitute a security agreement within the meaning of the Securitization Act and under the UCC to the extent that the provisions of the UCC are applicable hereto.  The Issuer authorizes the Indenture Trustee (but the Indenture Trustee
      is not required) to file financing statements covering the Trust Estate, either as described above or by using more general terms as permitted by Section 9-504 of the Louisiana UCC; provided, however, that such authorization shall not
      be deemed an obligation.

     

    The Indenture Trustee, as indenture trustee on behalf of the Holders, acknowledges such Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this
      Supplement and the Indenture.

     

    SECTION 1.          Designation.  The Series 2022-A Storm Recovery Bonds shall be designated generally as the 2022-A Senior Secured Storm Recovery
      Bonds, and further denominated as tranches A-1 through A-2.

    

    

     

      

     
    
      	
              1

            	
              La. R.S. 45:1229(D).

            


    

    

    

    
      2

      
        


    

    SECTION 2.           Initial Principal Amount; Bond Interest Rate; Scheduled Final Payment Date; Final Maturity Date; Required Capital Amount.  The
      Series 2022-A Storm Recovery Bonds of each tranche shall have the initial principal amount, bear interest at the rates per annum (the “Bond Interest Rate”) and shall have the Scheduled Final Payment Dates and the Final Maturity Dates set forth
      below:

     

    	
            
              Weighted 

              Average 

              Life

            

          	 	
            
              Initial

              Principal

              Amount

            

          	 	 	
            
              Bond

              Interest 

              Rate

            

          	 	
            
              Scheduled

              Final Payment

                Date

            

          	 	
            
              Final

              Maturity

              Date

            

          
	
            4.79 years

          	 	
            $

          	
            125,000,000

          	 	 	 	
            4.016

          	
            %

          	
            March 1, 2031

          	 	
            March 1, 2033

          
	
            15.00 years

          	 	
            $

          	
            300,000,000

          	 	 	 	
            4.646

          	
            %

          	
            September 1, 2042

          	 	
            September 1, 2044

          


    

    

    The Bond Interest Rate shall be computed by the Issuer on the basis of a 360-day year of twelve 30-day months.

     

    The Required Capital Amount for the Series 2022-A Storm Recovery Bonds shall be equal to 0.50% of the initial principal amount thereof.

     

    SECTION 3.        Authentication Date; Payment Dates; Expected Amortization Schedule for Principal; Periodic Interest; Book-Entry Storm Recovery Bonds.

     

    (a)         Authentication Date.  The Series 2022-A Storm Recovery Bonds that are authenticated and delivered by the Indenture Trustee to or upon the
      order of the Issuer on June 22, 2022 (the “Closing Date”) shall have as their date of authentication June 22, 2022.

     

    (b)         Payment Dates.  The “Payment Dates” for the Series 2022-A Storm Recovery Bonds are March 1 and September 1 of each year or, if any
      such date is not a Business Day, the next Business Day, commencing on March 1, 2023 and continuing until the earlier of repayment of the Series 2022-A Storm Recovery Bonds in full and the Final Maturity Date.

     

    (c)        Expected Amortization Schedule for Principal.  Unless an Event of Default shall have occurred and be continuing, on each Payment Date, the
      Indenture Trustee shall distribute to the Holders of record as of the related Record Date amounts payable pursuant to Section 8.02(e) of the Indenture as principal, in the following order and priority: (1) to the holders of the Series 2022-A,
      Tranche A-1 Storm Recovery Bonds, until the Outstanding Amount of the Series 2022-A, Tranche A-1 Storm Recovery Bonds thereof has been reduced to zero; and (2) to the holders of the Series 2022-A, Tranche A-2 Storm Recovery Bonds, until the
      Outstanding Amount of the Series 2022-A, Tranche A-2 Storm Recovery Bonds thereof has been reduced to zero; provided, however, that in no event shall a principal payment pursuant to this Section 3(c) on any tranche on a
      Payment Date be greater than the amount necessary to reduce the Outstanding Amount of such tranche of Series 2022-A Storm Recovery Bonds to the amount specified in the Expected Amortization Schedule that is attached as Schedule A hereto for
      such tranche and Payment Date.

     

    
      3

      
        


    

    (d)         Periodic Interest.  “Periodic Interest” will be payable on each tranche of the Series 2022-A Storm Recovery Bonds on each Payment
      Date in an amount equal to one-half of the product of (i) the applicable Bond Interest Rate and (ii) the Outstanding Amount of the related tranche of Series 2022-A Storm Recovery Bonds as of the close of business on the preceding Payment Date after
      giving effect to all payments of principal made to the Holders of the related tranche of Series 2022-A Storm Recovery Bonds on such preceding Payment Date; provided, however, that, with respect to the initial Payment Date, or if no
      payment has yet been made, interest on the outstanding principal balance will accrue from and including the Closing Date to, but excluding, the following Payment Date.

     

    (e)         Book-Entry Storm Recovery Bonds.  The Series 2022-A Storm Recovery Bonds shall be Book-Entry Storm Recovery Bonds, and the applicable
      provisions of Section 2.11 of the Indenture shall apply to the Series 2022-A Storm Recovery Bonds.

     

    SECTION 4.         Authorized Denominations.  The Series 2022-A Storm Recovery Bonds shall be issuable in denominations of $2,000 and integral
      multiples of $1,000 in excess thereof, except for one bond, which may be a smaller denomination (the “Authorized Denominations”).

     

    SECTION 5.          Delivery and Payment for the Series 2022-A Storm Recovery Bonds; Form of the Series 2022-A Storm Recovery Bonds.  The Indenture
      Trustee shall deliver the Series 2022-A Storm Recovery Bonds to the Issuer when authenticated in accordance with Section 2.03 of the Indenture.  The Series 2022-A Storm Recovery Bonds of each tranche shall be in the form of Exhibits B-1 and
      B-2 hereto.

     

    SECTION 6.           Ratification of Indenture.  As supplemented by this Supplement, the Indenture is in all respects ratified and confirmed and the
      Indenture, as so supplemented by this Supplement, shall be read, taken and construed as one and the same instrument.  This Supplement amends, modifies and supplements the Indenture only insofar as it relates to the Series 2022-A Storm Recovery Bonds.

     

    SECTION 7.           Counterparts.  This Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an
      original, but all of such counterparts shall together constitute but one and the same instrument.

     

    SECTION 8.        Governing Law.  This Supplement shall be governed by and construed in accordance with the laws of
        the State of Louisiana, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

     

    SECTION 9.           Issuer Obligation.  No recourse may be taken directly or indirectly by the Holders with respect to the obligations of the Issuer
      on the Series 2022-A Storm Recovery Bonds, under the Indenture or this Supplement or any certificate or other writing delivered in connection herewith or therewith, against (a) any owner of a beneficial interest in the Issuer (including Cleco Power)
      or (b) any shareholder, partner, owner, beneficiary, officer, director, employee or agent of the Indenture Trustee, the Managers or any owner of a beneficial interest in the Issuer (including Cleco Power) in its individual capacity, or of any
      successor or assign of any of them in their respective individual or corporate capacities, except as any such Person may have expressly agreed.  Each Holder by accepting a Series 2022-A Storm Recovery Bond specifically confirms the nonrecourse nature
      of these obligations and waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Series 2022-A Storm Recovery Bonds.

     

    
      4

      
        


    

    SECTION 10.         Indenture Trustee Disclaimer.  The Indenture Trustee is not responsible for the validity or sufficiency of this Supplement or for
      the recitals contained herein.

     

    SECTION 11.        Submission to Non-Exclusive Jurisdiction; Waiver of Jury Trial.  Each of the Issuer and the
        Indenture Trustee and each Holder (by its acceptance of the Storm Recovery Bonds) hereby irrevocably submits to the non-exclusive jurisdiction of (A) any Louisiana State court and any New York State court sitting in The Borough of Manhattan in The
        City of New York or (B) any U.S. federal court sitting in Louisiana and any U.S. federal court sitting in The Borough of Manhattan in The City of New York in respect of any suit, action or Proceeding arising out of or relating to this Supplement
        and the Series 2022-A Storm Recovery Bonds and irrevocably accepts for itself and in respect of its respective property, generally and unconditionally, jurisdiction of the aforesaid courts.  Each of the Issuer, the Indenture Trustee and each Holder
        (by its acceptance of the Storm Recovery Bonds) irrevocably waives, to the fullest extent that it may effectively do so under applicable law, trial by jury.

     

    
      5

      
        


    

    IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Supplement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above
      written.

     

    	 	
            CLECO SECURITIZATION I LLC,

          
	 	
            as Issuer

          
	 	  
	 	
            By:

          	
            /s/ William G. Fontenot

          	 
	 	 	
            Name:

          	
            William G. Fontenot

          	 
	 	 	
            Title:

          	
            President

          	 


    

    

    	 	
            THE BANK OF NEW YORK MELLON TRUST 

            COMPANY, NATIONAL ASSOCIATION,

          
	 	
            not in its individual capacity but solely as Indenture Trustee

          
	 	  
	 	
            By:

          	
            /s/ Linda Wirfel

          	 
	 	 	
            Name:

          	
            Linda Wirfel

          	 
	 	 	
            Title:

          	
            Vice President

          	 


    

    

    
      [Signature Page to Series Supplement]

       

      

    

    
      
        


    

    
     SCHEDULE A

    TO SERIES SUPPLEMENT

     

    EXPECTED SINKING FUND SCHEDULE

     

    	
            Payment Date

          	 	
            Tranche A-1

          	 	 	
            Tranche A-2

          	 
	
            March 1, 2023

          	 	
            $

          	
            3,203,819.00

          	 	 	
            $

          	
            0.00

          	 
	
            September 1, 2023

          	 	
            $

          	
            6,369,852.23

          	 	 	
            $

          	
            0.00

          	 
	
            March 1, 2024

          	 	
            $

          	
            7,843,811.64

          	 	 	
            $

          	
            0.00

          	 
	
            September 1, 2024

          	 	
            $

          	
            6,655,262.60

          	 	 	
            $

          	
            0.00

          	 
	
            March 1, 2025

          	 	
            $

          	
            8,134,953.05

          	 	 	$	0.00 

          	 
	
            September 1, 2025

          	 	
            $

          	
            6,952,250.13

          	 	 	
            $

          	
            0.00

          	 
	
            March 1, 2026

          	 	
            $

          	
            8,437,904.09

          	 	 	
            $

          	
            0.00

          	 
	
            September 1, 2026

          	 	
            $

          	
            7,261,284.43

          	 	 	
            $

          	
            0.00

          	 
	
            March 1, 2027

          	 	
            $

          	
            8,753,143.79

          	 	 	
            $

          	
            0.00

          	 
	
            September 1, 2027

          	 	
            $

          	
            7,582,854.15

          	 	 	
            $

          	
            0.00

          	 
	
            March 1, 2028

          	 	
            $

          	
            9,081,170.63

          	 	 	
            $

          	
            0.00

          	 
	
            September 1, 2028

          	 	
            $

          	
            7,917,467.76

          	 	 	
            $

          	
            0.00

          	 
	
            March 1, 2029

          	 	
            $

          	
            9,422,503.29

          	 	 	
            $

          	
            0.00

          	 
	
            September 1, 2029

          	 	
            $

          	
            8,265,654.39

          	 	 	
            $

          	
            0.00

          	 
	
            March 1, 2030

          	 	
            $

          	
            9,777,681.49

          	 	 	
            $

          	
            0.00

          	 
	
            September 1, 2030

          	 	
            $

          	
            8,627,964.57

          	 	 	
            $

          	
            0.00

          	 
	
            March 1, 2031

          	 	
            $

          	
            712,422.76

          	 	 	
            $

          	
            9,434,844.11

          	 
	
            September 1, 2031

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            9,034,690.98

          	 
	
            March 1, 2032

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            10,590,619.62

          	 
	
            September 1, 2032

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            9,490,586.94

          	 
	
            March 1, 2033

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            11,057,106.04

          	 
	
            September 1, 2033

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            9,967,909.85

          	 
	
            March 1, 2034

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            11,545,517.17

          	 
	
            September 1, 2034

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            10,467,666.75

          	 
	
            March 1, 2035

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            12,056,883.43

          	 
	
            September 1, 2035

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            10,990,912.06

          	 
	
            March 1, 2036

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            12,592,283.72

          	 
	
            September 1, 2036

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            11,538,749.69

          	 
	
            March 1, 2037

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            13,152,847.63

          	 
	
            September 1, 2037

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            12,112,335.50

          	 
	
            March 1, 2038

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            13,739,757.83

          	 
	
            September 1, 2038

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            12,712,879.63

          	 
	
            March 1, 2039

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            14,354,252.60

          	 
	
            September 1, 2039

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            13,341,649.11

          	 
	
            March 1, 2040

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            14,997,628.39

          	 
	
            September 1, 2040

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            13,999,970.53

          	 
	
            March 1, 2041

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            15,671,242.61

          	 
	
            September 1, 2041

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            14,689,232.81

          	 
	
            March 1, 2042

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            16,376,516.46

          	 
	
            September 1, 2042

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            16,083,916.54

          	 
	
            Total Payments

          	 	
            $

          	
            125,000,000.00

          	 	 	
            $

          	
            300,000,000.00

          	 


    

    

    
      A-1

      
        


    

    EXPECTED AMORTIZATION SCHEDULE

     

    	
            Date

          	 	
            Tranche A-1

          	 	 	
            Tranche A-2

          	 
	
            Closing Date

          	 	
            $

          	
            125,000,000.00

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            March 1, 2023

          	 	
            $

          	
            121,796,181.00

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            September 1, 2023

          	 	
            $

          	
            115,426,328.77

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            March 1, 2024

          	 	
            $

          	
            107,582,517.13

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            September 1, 2024

          	 	
            $

          	
            100,927,254.53

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            March 1, 2025

          	 	
            $

          	
            92,792,301.48

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            September 1, 2025

          	 	
            $

          	
            85,840,051.35

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            March 1, 2026

          	 	
            $

          	
            77,402,147.26

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            September 1, 2026

          	 	
            $

          	
            70,140,862.83

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            March 1, 2027

          	 	
            $

          	
            61,387,719.04

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            September 1, 2027

          	 	
            $

          	
            53,804,864.89

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            March 1, 2028

          	 	
            $

          	
            44,723,694.26

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            September 1, 2028

          	 	
            $

          	
            36,806,226.50

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            March 1, 2029

          	 	
            $

          	
            27,383,723.21

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            September 1, 2029

          	 	
            $

          	
            19,118,068.82

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            March 1, 2030

          	 	
            $

          	
            9,340,387.33

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            September 1, 2030

          	 	
            $

          	
            712,422.76

          	 	 	
            $

          	
            300,000,000.00

          	 
	
            March 1, 2031

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            290,565,155.89

          	 
	
            September 1, 2031

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            281,530,464.91

          	 
	
            March 1, 2032

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            270,939,845.29

          	 
	
            September 1, 2032

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            261,449,258.35

          	 
	
            March 1, 2033

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            250,392,152.31

          	 
	
            September 1, 2033

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            240,424,242.46

          	 
	
            March 1, 2034

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            228,878,725.29

          	 
	
            September 1, 2034

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            218,411,058.54

          	 
	
            March 1, 2035

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            206,354,175.11

          	 
	
            September 1, 2035

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            195,363,263.05

          	 
	
            March 1, 2036

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            182,770,979.33

          	 
	
            September 1, 2036

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            171,232,229.64

          	 
	
            March 1, 2037

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            158,079,382.01

          	 
	
            September 1, 2037

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            145,967,046.51

          	 
	
            March 1, 2038

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            132,227,288.68

          	 
	
            September 1, 2038

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            119,514,409.05

          	 
	
            March 1, 2039

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            105,160,156.45

          	 
	
            September 1, 2039

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            91,818,507.34

          	 
	
            March 1, 2040

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            76,820,878.95

          	 
	
            September 1, 2040

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            62,820,908.42

          	 
	
            March 1, 2041

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            47,149,665.81

          	 
	
            September 1, 2041

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            32,460,433.00

          	 
	
            March 1, 2042

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            16,083,916.54

          	 
	
            September 1, 2042

          	 	
            $

          	
            0.00

          	 	 	
            $

          	
            0.00

          	 


    

    

    
      A-2

      
        


    

    
    EXHIBIT B-1

    TO SERIES SUPPLEMENT

     

    FORM OF TRANCHE A-1 OF SERIES 2022-A SENIOR SECURED STORM RECOVERY 

    BONDS

     

    UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A
      NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
      REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
      OR TO ANY PERSON OR ENTITY IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    	
            No.  {          }

          	
            ${                  }

          
	
            Tranche Designation A-1

          	
            CUSIP No.: 185512 AA8

          


     

    

    THE PRINCIPAL OF THIS SERIES 2022-A, TRANCHE A-1 SENIOR SECURED STORM RECOVERY BOND, (THIS “STORM RECOVERY BOND”) WILL BE PAID IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
      OF THIS STORM RECOVERY BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.  THE HOLDER OF THIS STORM RECOVERY BOND HAS NO RECOURSE TO THE ISSUER HEREOF AND AGREES TO LOOK ONLY TO THE TRUST ESTATE, AS DESCRIBED IN THE INDENTURE, FOR PAYMENT OF
      ANY AMOUNTS DUE HEREUNDER.  ALL OBLIGATIONS OF THE ISSUER OF THIS STORM RECOVERY BOND UNDER THE TERMS OF THE INDENTURE WILL BE RELEASED AND DISCHARGED UPON PAYMENT IN FULL HEREOF OR AS OTHERWISE PROVIDED IN SECTION 3.10(b) OR ARTICLE IV
      OF THE INDENTURE.  THE HOLDER OF THIS STORM RECOVERY BOND HEREBY COVENANTS AND AGREES THAT PRIOR TO THE DATE THAT IS ONE YEAR AND ONE DAY AFTER THE PAYMENT IN FULL OF THIS STORM RECOVERY BOND, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON
      IN INSTITUTING AGAINST, THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS OR OTHER SIMILAR PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE OF THE UNITED STATES.  NOTHING IN THIS PARAGRAPH SHALL
      PRECLUDE, OR BE DEEMED TO ESTOP, SUCH HOLDER (A) FROM TAKING OR OMITTING TO TAKE ANY ACTION PRIOR TO SUCH DATE IN (I) ANY CASE OR PROCEEDING VOLUNTARILY FILED OR COMMENCED BY OR ON BEHALF OF THE ISSUER UNDER OR PURSUANT TO ANY SUCH LAW OR (II) ANY
      INVOLUNTARY CASE OR PROCEEDING PERTAINING TO THE ISSUER THAT IS FILED OR COMMENCED BY OR ON BEHALF OF A PERSON OTHER THAN SUCH HOLDER AND IS NOT JOINED IN BY SUCH HOLDER (OR ANY PERSON TO WHICH SUCH HOLDER SHALL HAVE ASSIGNED, TRANSFERRED OR
      OTHERWISE CONVEYED ANY PART OF THE OBLIGATIONS OF THE ISSUER HEREUNDER) UNDER OR PURSUANT TO ANY SUCH LAW OR (B) FROM COMMENCING OR PROSECUTING ANY LEGAL ACTION THAT IS NOT AN INVOLUNTARY CASE OR PROCEEDING UNDER OR PURSUANT TO ANY SUCH LAW AGAINST
      THE ISSUER OR ANY OF ITS PROPERTIES.

     

    
      B-1-1

      
        


    

    NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF LOUISIANA IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, OR INTEREST ON, THIS TRANCHE A-1 SERIES 2022-A SENIOR SECURED STORM RECOVERY BOND

     

    CLECO SECURITIZATION I LLC

    SERIES 2022-A SENIOR SECURED STORM RECOVERY BONDS, TRANCHE A-1

     

    	
            
              BOND 

              INTEREST 

              RATE

            

          	 	 	
            
              ORIGINAL

               PRINCIPAL

              AMOUNT

            

          	 	
            
              SCHEDULED

               FINAL 

              PAYMENT 

              DATE

            

          	 	
            
              FINAL

               MATURITY 

              DATE

            

          
	
            4.016

          	
            %

          	 	
            $

          	
            125,000,000

          	 	
            March 1, 2031

          	 	
            March 1, 2033

          


    

    

    Cleco Securitization I LLC, a limited liability company created under the laws of the State of Louisiana (herein referred to as the “Issuer”), for value received, hereby promises to pay to
      {__________}, or registered assigns, the Original Principal Amount shown above in semi-annual installments on the Payment Dates and in the amounts specified below or, if less, the amounts determined pursuant to Section 8.02 of the Indenture,
      in each year, commencing on the date determined as provided below and ending on or before the Final Maturity Date shown above and to pay interest, at the Bond Interest Rate shown above, on each March 1 and September 1 or, if any such day is not a
      Business Day, the next Business Day, commencing on March 1, 2023 and continuing until the earlier of the payment in full of the principal hereof and the Final Maturity Date (each, a “Payment Date”), on the principal amount of this Storm
      Recovery Bond.  Interest on this Storm Recovery Bond will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from the date of
      issuance.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.  Such principal of and interest on this Storm Recovery Bond shall be paid in the manner specified below.

     

    The principal of and interest on this Storm Recovery Bond are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
      private debts.  All payments made by the Issuer with respect to this Storm Recovery Bond shall be applied first to interest due and payable on this Storm Recovery Bond as provided above and then to the unpaid principal of and premium, if any, on this
      Storm Recovery Bond, all in the manner set forth in the Indenture.

     

    Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual, electronic or facsimile signature, this Storm Recovery Bond shall not be
      entitled to any benefit under the Indenture referred to below or be valid or obligatory for any purpose.

     

    
      B-1-2

      
        


    

    IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually, electronically or in facsimile, by its Responsible Officer.

     

    	
            Date:

          	
            {__________}, 20{__}

          	
            CLECO SECURITIZATION I LLC,

          
	 	 	
            as Issuer

          
	 	 	  
	 	 	
            By:

          	 	 
	 	 	 	
            Name:

          	 
	 	 	 	
            Title:

          	 


    

    

    
      B-1-3

      
        


    

     INDENTURE TRUSTEE’S

    CERTIFICATE OF AUTHENTICATION

     

    Dated: {__________}, 20{__}

     

    

    This is one of the Series 2022-A, Tranche A-1 Senior Secured Storm Recovery Bonds, designated above and referred to in the within-mentioned Indenture.

     

    	 	
            THE BANK OF NEW YORK MELLON TRUST 

            COMPANY, NATIONAL ASSOCIATION,

          
	 	
            as Indenture Trustee

          
	 	  
	 	
            By:

          	 	 
	 	 	
            Name:

          	 
	 	 	
            Title:

          	 


     

    

    
      B-1-4

      
        


    

    This Senior Secured Storm Recovery Bond, Series 2022-A, tranche A-1 is one of a duly authorized issue of Series 2022-A Senior Secured Storm Recovery Bonds of the Issuer (herein called the “Series
        2022-A Bonds”), which Series are issuable in one or more tranches.  The Series 2022-A Bonds consist of two tranches, including the Tranche A-1 Series 2022-A Senior Secured Storm Recovery Bonds, which include this Senior Secured Storm Recovery
      Bond (herein called the “Tranche A-1 Storm Recovery Bonds”), all issued and to be issued under that certain Indenture dated as of June 22, 2022 (as supplemented by the Series Supplement (as defined below), the “Indenture”), between the
      Issuer and The Bank of New York Mellon Trust Company, National Association, in its capacity as indenture trustee (the “Indenture Trustee”, which term includes any successor indenture trustee under the Indenture) and in its separate capacity as
      a securities intermediary (the “Securities Intermediary”, which term includes any successor securities intermediary under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of
      the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Series 2022-A Bonds.  For purposes herein, “Series Supplement” means that certain Series Supplement dated as of June 22, 2022 between
      the Issuer and the Indenture Trustee.  All terms used in this Tranche A-1 Storm Recovery Bond that are defined in the Indenture, as amended, restated, supplemented or otherwise modified from time to time, shall have the meanings assigned to such
      terms in the Indenture.

     

    All tranches of Series 2022-A Bonds are and will be equally and ratably secured by the Trust Estate pledged as security therefor as provided in the Indenture.

     

    The principal of this Tranche A-1 Storm Recovery Bond shall be payable on each Payment Date only to the extent that amounts in the Collection Account for the Series 2022-A Bonds are available
      therefor, and only until the outstanding principal balance thereof on the preceding Payment Date (after giving effect to all payments of principal, if any, made on the preceding Payment Date) has been reduced to the principal balance specified in the
      Expected Amortization Schedule that is attached to the Series Supplement as Schedule A, unless payable earlier because an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders representing a majority
      of the Outstanding Amount of the Series 2022-A Bonds have declared the Series 2022-A Bonds to be immediately due and payable in accordance with Section 5.02 of the Indenture (unless such declaration shall have been rescinded and annulled in
      accordance with Section 5.02 of the Indenture).  However, actual principal payments may be made in lesser than expected amounts and at later than expected times as determined pursuant to Section 8.02 of the Indenture.  The entire
      unpaid principal amount of this Tranche A-1 Storm Recovery Bond shall be due and payable on the Final Maturity Date hereof.  Notwithstanding the foregoing, the entire unpaid principal amount of the Series 2022-A Bonds shall be due and payable, if not
      then previously paid, on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of the Series 2022-A Bonds representing a majority of the Outstanding Amount of the Series 2022-A Bonds have
      declared the Series 2022-A Bonds to be immediately due and payable in the manner provided in Section 5.02 of the Indenture (unless such declaration shall have been rescinded and annulled in accordance with Section 5.02 of the
      Indenture).  All principal payments on the Tranche A-1 Storm Recovery Bonds shall be made pro rata to the Holders of the Tranche A-1 Storm Recovery Bonds entitled thereto based on the respective principal amounts of the Tranche A-1 Storm Recovery
      Bonds held by them.

     

    
      B-1-5

      
        


    

    Payments of interest on this Tranche A-1 Storm Recovery Bond due and payable on each Payment Date, together with the installment of principal or premium, if any, shall be made by check mailed
      first-class, postage prepaid, to the Person whose name appears as the Registered Holder of this Tranche A-1 Storm Recovery Bond (or one or more Predecessor Tranche A-1 Storm Recovery Bonds) on the Storm Recovery Bond Register as of the close of
      business on the Record Date or in such other manner as may be provided in the Indenture or the Series Supplement, except that (a) upon application to the Indenture Trustee by any Holder owning a Global Storm Recovery Bond evidencing this Tranche A-1
      Storm Recovery Bond not later than the applicable Record Date, payment will be made by wire transfer to an account maintained by such Holder, and (b) if this Tranche A-1 Storm Recovery Bond is held in Book-Entry Form, payments will be made by wire
      transfer in immediately available funds to the account designated by the Holder of the applicable Global Storm Recovery Bond evidencing this Tranche A-1 Storm Recovery Bond unless and until such Global Storm Recovery Bond is exchanged for Definitive
      Storm Recovery Bonds (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to this Tranche A-1 Storm Recovery Bond on a Payment Date, which shall be
      payable as provided below.  Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Storm Recovery Bond Register as of the applicable Record Date without requiring that this Tranche A-1 Storm
      Recovery Bond be submitted for notation of payment.  Any reduction in the principal amount of this Tranche A-1 Storm Recovery Bond (or any one or more Predecessor Tranche A-1 Storm Recovery Bonds) effected by any payments made on any Payment Date
      shall be binding upon all future Holders of this Tranche A-1 Storm Recovery Bond and of any Tranche A-1 Storm Recovery Bond issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If
      funds are expected to be available, as provided in the Indenture, for payment in full of the then-remaining unpaid principal amount of this Tranche A-1 Storm Recovery Bond on a Payment Date, then the Indenture Trustee, in the name of and on behalf of
      the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice sent no later than five (5) days prior to such final Payment Date and shall specify that such final installment will
      be payable only upon presentation and surrender of this Tranche A-1 Storm Recovery Bond and shall specify the place where this Tranche A-1 Storm Recovery Bond may be presented and surrendered for payment of such installment.

     

    The Issuer shall pay interest on overdue installments of interest at the Bond Interest Rate to the extent lawful.

     

    This Tranche A-1 Storm Recovery Bond is a “storm recovery bond” as such term is defined in the Securitization Act.  Principal and interest on this Tranche A-1 Storm Recovery Bond are payable from and
      secured primarily by the Storm Recovery Property authorized by the Financing Order.

    

    

    The Securitization Act provides that the State of Louisiana pledges “to and agrees with bondholders, the owners of storm recovery property, and other financing parties that the state will not:

     

    

    (1)   Alter the provisions of this Part [the Securitization Act] which authorize the commission to create a contract right by the issuance of a financing order, to create storm recovery property, and
      to make the storm recovery charges imposed by a financing order irrevocable, binding, and nonbypassable charges;

    

    

    
      B-1-6

      
        


    

    (2)   Take or permit any action that impairs or would impair the value of the storm recovery property; or

    

    

    (3)   Except as allowed under this Section [Section 1234 the Securitization Act] and except for adjustments under any true-up mechanism established by the commission, reduce, alter, or impair
      storm recovery charges that are to be imposed, collected, and remitted for the benefit of the bondholders and other financing parties until any and all principal, interest, premium, financing costs and other fees, expenses, or charges incurred, and
      any contracts to be performed, in connection with the related storm recovery bonds have been paid and performed in full. Nothing in this Paragraph shall preclude limitation or alteration if and when full compensation is made by law for the full
      protection of the storm recovery charges collected pursuant to a financing order and full protection of the holders of storm recovery bonds and any assignee or financing party.”

    

    

    In addition, the Financing Order provides that the Louisiana Commission “covenants, pledges and agrees it thereafter shall not amend, modify, or terminate th[e]
        Financing Order by any subsequent action, or reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges approved in th[e] Financing Order, or in any way reduce or impair
      the value of the storm recovery property created by th[e] Financing Order, except as may be contemplated by a refinancing authorized in strict accordance with the Securitization Act by a subsequent order of
      the Commission or by the periodic true up adjustments authorized by th[e] Financing Order, until the indefeasible payment in full of the storm recovery bonds and the related financing costs.”

     

    The Issuer acknowledges that the purchase of this Tranche A-1 Storm Recovery Bond by the Holder hereof or the purchase of any beneficial interest herein by any Person are made in reliance on the
      foregoing pledges by the State of Louisiana and the Louisiana Commission.

     

    As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Tranche A-1 Storm Recovery Bond may be registered on the Storm Recovery Bond Register upon
      surrender of this Tranche A-1 Storm Recovery Bond for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by, (a) a written instrument of transfer in form satisfactory
      to the Indenture Trustee duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by:  (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
      Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other signature guaranty program acceptable to the Indenture Trustee, and (b) such other documents as the Indenture Trustee may require, and thereupon one or
      more new Tranche A-1 Storm Recovery Bonds of Authorized Denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration of transfer or
      exchange of this Tranche A-1 Storm Recovery Bond, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange, other
      than exchanges pursuant to Section 2.04 or Section 2.06 of the Indenture not involving any transfer.

     

    
      B-1-7

      
        


    

    Each Holder, by acceptance of a Tranche A-1 Storm Recovery Bond, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the
      Indenture Trustee on the Tranche A-1 Storm Recovery Bonds or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) any owner of a membership interest in the Issuer (including Cleco Power) or (b) any
      shareholder, partner, owner, beneficiary, agent, officer or employee of the Indenture Trustee, the Managers or any owner of a membership interest in the Issuer (including Cleco Power) in its respective individual or corporate capacities, or of any
      successor or assign of any of them in their individual or corporate capacities, except as any such Person may have expressly agreed in writing.  Each Holder by accepting a Tranche A-1 Storm Recovery Bond specifically confirms the nonrecourse nature
      of these obligations and waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Tranche A-1 Storm Recovery Bonds.

     

    Prior to the due presentment for registration of transfer of this Tranche A-1 Storm Recovery Bond, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the
      Person in whose name this Tranche A-1 Storm Recovery Bond is registered (as of the day of determination) as the owner hereof for the purpose of receiving payments of principal of and premium, if any, and interest on this Tranche A-1 Storm Recovery
      Bond and for all other purposes whatsoever, whether or not this Tranche A-1 Storm Recovery Bond be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

     

    The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders under the
      Indenture at any time by the Issuer with the consent of the Holders representing a majority of the Outstanding Amount of all Series 2022-A Storm Recovery Bonds at the time outstanding of each tranche to be affected and upon the satisfaction of the
      Rating Agency Condition and the Louisiana Commission Condition.  The Indenture also contains provisions permitting the Holders representing specified percentages of the Outstanding Amount of the Series 2022-A Storm Recovery Bonds, on behalf of the
      Holders of all the Series 2022-A Storm Recovery Bonds, with the satisfaction of the Louisiana Commission Condition, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their
      consequences.  Any such consent or waiver by the Holder of this Tranche A-1 Storm Recovery Bond (or any one of more Predecessor Tranche A-1 Storm Recovery Bonds) shall be conclusive and binding upon such Holder and upon all future Holders of this
      Tranche A-1 Storm Recovery Bond and of any Tranche A-1 Storm Recovery Bond issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Tranche A-1 Storm
      Recovery Bond.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders issued thereunder, but with the satisfaction of the Louisiana Commission
      Condition.

     

    The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Issuer on a Series 2022-A Storm Recovery Bond and (b) certain restrictive covenants and the related
      Events of Default, upon compliance by the Issuer with certain conditions set forth in the Indenture, which provisions apply to this Tranche A-1 Storm Recovery Bond.

     

    The term “Issuer” as used in this Tranche A-1 Storm Recovery Bond includes any successor to the Issuer under the Indenture.

     

    
      B-1-8

      
        


    

    
    The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders under the Indenture.

     

    The Tranche A-1 Storm Recovery Bonds are issuable only in registered form in denominations as provided in the Indenture and the Series Supplement subject to certain limitations therein set forth.

     

    This Tranche A-1 Storm Recovery Bond, the Indenture and the Series Supplement shall be construed in accordance with the laws of the State of Louisiana, without reference to its
      conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

     

    No reference herein to the Indenture and no provision of this Tranche A-1 Storm Recovery Bond or of the Indenture shall alter or impair the obligation, which is absolute and unconditional, to pay the
      principal of and interest on this Tranche A-1 Storm Recovery Bond at the times, place and rate and in the coin or currency herein prescribed.

     

    The Issuer and the Indenture Trustee, by entering into the Indenture, and the Holders and any Persons holding a beneficial interest in any Tranche A-1 Storm Recovery Bond, by acquiring any Tranche
      A-1 Storm Recovery Bond or interest therein, (a) express their intention that, solely for the purpose of U.S. federal taxes and, to the extent consistent with applicable state, local and other tax law, solely for the purpose of state, local and other
      taxes, the Tranche A-1 Storm Recovery Bonds qualify under applicable tax law as indebtedness of the sole owner of the Issuer secured by the Trust Estate and (b) solely for purposes of U.S. federal taxes and, to the extent consistent with applicable
      state, local and other tax law, solely for purposes of state, local and other taxes, so long as any of the Tranche A-1 Storm Recovery Bonds are outstanding, agree to treat the Tranche A-1 Storm Recovery Bonds as indebtedness of the sole owner of the
      Issuer secured by the Trust Estate unless otherwise required by appropriate taxing authorities.

     

  

  
    B-1-9

    
      


  

  
  
    
      
        ABBREVIATIONS

         

        The following abbreviations, when used above on this Series 2022-A Storm Recovery Bond, shall be construed as though they were written out in full according to applicable laws or regulations.

         

          
            	
                    TEN COM

                  	
                    as tenants in common

                  
	 	 
	
                    TEN ENT

                  	
                    as tenants by the entireties

                  
	 	 
	
                    JT TEN

                  	
                    as joint tenants with right of survivorship and not as tenants 

                    in common

                  
	 	 
	
                    UNIF GIFT MIN ACT

                  	

                  	 Custodian	

                  	 
	 	
                    (Custodian)

                    

                  	 	(minor)	 
	 	
                    Under Uniform Gifts to Minor Act (_________________) 

                    

                  
	 	
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                         (State) 

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  


             

          

        

        Additional abbreviations may also be used though not in the above list.

         

        
          B-1-10

          
            


        

        ASSIGNMENT

         

        Social Security or taxpayer I.D. or other identifying number of assignee                                

        

         

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

         

        

        
          	
                   

                
	
                   

                
	
                   (name and address of assignee)

                


        

         

        

        the within Tranche A-1 Storm Recovery Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ____________, attorney, to transfer said Tranche A-1 Storm Recovery Bond on the books kept for
          registration thereof, with full power of substitution in the premises.

         

        	
                Dated: 

                

              	 	 	 
	 	 	 	
                Signature Guaranteed:

              
	 	 	 	 
	 	 	 	 


        

        

        The signature to this assignment must correspond with the name of the registered owner as it appears on the within Tranche A-1 Storm Recovery Bond in every particular, without alteration, enlargement or any change
          whatsoever.

         

        NOTE:  Signature(s) must be guaranteed by an institution that is a member of:  (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program
          (SEMP); or (iv) such other signature guaranty program acceptable to the Indenture Trustee.

         

        

        
          B-1-11

          
            


        

        
        EXHIBIT B-2

        TO SERIES SUPPLEMENT

         

        FORM OF TRANCHE A-2 OF SERIES 2022-A SENIOR SECURED STORM RECOVERY BONDS

         

        UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A
          NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
          NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
          OTHERWISE BY OR TO ANY PERSON OR ENTITY IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         

        	
                No.  {_____}

              	
                ${__________}

              
	
                Tranche Designation A-2

              	
                CUSIP No.: 185512 AB6

              


         

        

        THE PRINCIPAL OF THIS SERIES 2022-A, TRANCHE A-2 SENIOR SECURED STORM RECOVERY BOND, (THIS “STORM RECOVERY BOND”) WILL BE PAID IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL
          AMOUNT OF THIS STORM RECOVERY BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.  THE HOLDER OF THIS STORM RECOVERY BOND HAS NO RECOURSE TO THE ISSUER HEREOF AND AGREES TO LOOK ONLY TO THE TRUST ESTATE, AS DESCRIBED IN THE INDENTURE, FOR
          PAYMENT OF ANY AMOUNTS DUE HEREUNDER.  ALL OBLIGATIONS OF THE ISSUER OF THIS STORM RECOVERY BOND UNDER THE TERMS OF THE INDENTURE WILL BE RELEASED AND DISCHARGED UPON PAYMENT IN FULL HEREOF OR AS OTHERWISE PROVIDED IN SECTION 3.10(b) OR ARTICLE
            IV OF THE INDENTURE.  THE HOLDER OF THIS STORM RECOVERY BOND HEREBY COVENANTS AND AGREES THAT PRIOR TO THE DATE THAT IS ONE YEAR AND ONE DAY AFTER THE PAYMENT IN FULL OF THIS STORM RECOVERY BOND, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY
          OTHER PERSON IN INSTITUTING AGAINST, THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS OR OTHER SIMILAR PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE OF THE UNITED STATES.  NOTHING IN THIS
          PARAGRAPH SHALL PRECLUDE, OR BE DEEMED TO ESTOP, SUCH HOLDER (A) FROM TAKING OR OMITTING TO TAKE ANY ACTION PRIOR TO SUCH DATE IN (I) ANY CASE OR PROCEEDING VOLUNTARILY FILED OR COMMENCED BY OR ON BEHALF OF THE ISSUER UNDER OR PURSUANT TO ANY
          SUCH LAW OR (II) ANY INVOLUNTARY CASE OR PROCEEDING PERTAINING TO THE ISSUER THAT IS FILED OR COMMENCED BY OR ON BEHALF OF A PERSON OTHER THAN SUCH HOLDER AND IS NOT JOINED IN BY SUCH HOLDER (OR ANY PERSON TO WHICH SUCH HOLDER SHALL HAVE
          ASSIGNED, TRANSFERRED OR OTHERWISE CONVEYED ANY PART OF THE OBLIGATIONS OF THE ISSUER HEREUNDER) UNDER OR PURSUANT TO ANY SUCH LAW OR (B) FROM COMMENCING OR PROSECUTING ANY LEGAL ACTION THAT IS NOT AN INVOLUNTARY CASE OR PROCEEDING UNDER OR
          PURSUANT TO ANY SUCH LAW AGAINST THE ISSUER OR ANY OF ITS PROPERTIES.

         

        
          B-2-1

          
            


        

        
        NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF LOUISIANA IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, OR INTEREST ON, THIS TRANCHE A-2 SERIES 2022-A SENIOR SECURED STORM RECOVERY BOND

         

        CLECO SECURITIZATION I LLC

        SERIES 2022-A SENIOR SECURED STORM RECOVERY BONDS, TRANCHE A-2

         

        	
                BOND

                 INTEREST

                 RATE

              	 	 	
                ORIGINAL

                 PRINCIPAL

                 AMOUNT

              	 	
                SCHEDULED 

                FINAL 

                PAYMENT 

                DATE

              	 	
                FINAL 

                MATURITY 

                DATE

              
	
                  

                4.646

              	
                %

              	 	
                $

              	
                300,000,000

              	 	
                September 1, 2042

              	 	
                September 1, 2044

              


        

        

        Cleco Securitization I LLC, a limited liability company created under the laws of the State of Louisiana (herein referred to as the “Issuer”), for value received, hereby promises to pay to
          {__________}, or registered assigns, the Original Principal Amount shown above in semi-annual installments on the Payment Dates and in the amounts specified below or, if less, the amounts determined pursuant to Section 8.02 of the
          Indenture, in each year, commencing on the date determined as provided below and ending on or before the Final Maturity Date shown above and to pay interest, at the Bond Interest Rate shown above, on each March 1 and September 1 or, if any such
          day is not a Business Day, the next Business Day, commencing on March 1, 2023 and continuing until the earlier of the payment in full of the principal hereof and the Final Maturity Date (each, a “Payment Date”), on the principal amount of
          this Storm Recovery Bond.  Interest on this Storm Recovery Bond will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from the
          date of issuance.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.  Such principal of and interest on this Storm Recovery Bond shall be paid in the manner specified below.

         

        The principal of and interest on this Storm Recovery Bond are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
          private debts.  All payments made by the Issuer with respect to this Storm Recovery Bond shall be applied first to interest due and payable on this Storm Recovery Bond as provided above and then to the unpaid principal of and premium, if any, on
          this Storm Recovery Bond, all in the manner set forth in the Indenture.

         

        Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual, electronic or facsimile signature, this Storm Recovery Bond shall
          not be entitled to any benefit under the Indenture referred to below or be valid or obligatory for any purpose.

         

        
          B-2-2

          
            


        

        IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually, electronically or in facsimile, by its Responsible Officer.

         

        	
                Date:

              	
                {__________}, 20{__}

              	
                CLECO SECURITIZATION I LLC, 

              
	 	 	as Issuer 

              
	 	 	   
	 	 	
                By:

              	 	 
	 	 	 	
                Name:

              	 
	 	 	 	
                Title:

              	 


         

        

        
          B-2-3

          
            


        

        INDENTURE TRUSTEE’S

        CERTIFICATE OF AUTHENTICATION

         

        Dated: {__________}, 20{__}

         

        

        This is one of the Series 2022-A, Tranche A-2 Senior Secured Storm Recovery Bonds, designated above and referred to in the within-mentioned Indenture.

         

        	 	
                THE BANK OF NEW YORK MELLON TRUST 

                COMPANY, NATIONAL ASSOCIATION, 

              
	 	as Indenture Trustee 

              
	 	   
	 	
                By:

              	 	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 


         

        

        
          B-2-4

          
            


        

        This Senior Secured Storm Recovery Bond, Series 2022-A, tranche A-2 is one of a duly authorized issue of Series 2022-A Senior Secured Storm Recovery Bonds of the Issuer (herein called the “Series
            2022-A Bonds”), which Series are issuable in one or more tranches.  The Series 2022-A Bonds consist of two tranches, including the Tranche A-2 Series 2022-A Senior Secured Storm Recovery Bonds, which include this Senior Secured Storm
          Recovery Bond (herein called the “Tranche A-2 Storm Recovery Bonds”), all issued and to be issued under that certain Indenture dated as of June 22, 2022 (as supplemented by the Series Supplement (as defined below), the “Indenture”),
          between the Issuer and The Bank of New York Mellon Trust Company, National Association, in its capacity as indenture trustee (the “Indenture Trustee”, which term includes any successor indenture trustee under the Indenture) and in its
          separate capacity as a securities intermediary (the “Securities Intermediary”, which term includes any successor securities intermediary under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby
          made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Series 2022-A Bonds.  For purposes herein, “Series Supplement” means that certain Series Supplement dated
          as of June 22, 2022 between the Issuer and the Indenture Trustee.  All terms used in this Tranche A-2 Storm Recovery Bond that are defined in the Indenture, as amended, restated, supplemented or otherwise modified from time to time, shall have
          the meanings assigned to such terms in the Indenture.

         

        All tranches of Series 2022-A Bonds are and will be equally and ratably secured by the Trust Estate pledged as security therefor as provided in the Indenture.

         

        The principal of this Tranche A-2 Storm Recovery Bond shall be payable on each Payment Date only to the extent that amounts in the Collection Account for the Series 2022-A Bonds are available
          therefor, and only until the outstanding principal balance thereof on the preceding Payment Date (after giving effect to all payments of principal, if any, made on the preceding Payment Date) has been reduced to the principal balance specified in
          the Expected Amortization Schedule that is attached to the Series Supplement as Schedule A, unless payable earlier because an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders representing a
          majority of the Outstanding Amount of the Series 2022-A Bonds have declared the Series 2022-A Bonds to be immediately due and payable in accordance with Section 5.02 of the Indenture (unless such declaration shall have been rescinded and
          annulled in accordance with Section 5.02 of the Indenture).  However, actual principal payments may be made in lesser than expected amounts and at later than expected times as determined pursuant to Section 8.02 of the Indenture. 
          The entire unpaid principal amount of this Tranche A-2 Storm Recovery Bond shall be due and payable on the Final Maturity Date hereof.  Notwithstanding the foregoing, the entire unpaid principal amount of the Series 2022-A Bonds shall be due and
          payable, if not then previously paid, on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of the Series 2022-A Bonds representing a majority of the Outstanding Amount of the
          Series 2022-A Bonds have declared the Series 2022-A Bonds to be immediately due and payable in the manner provided in Section 5.02 of the Indenture (unless such declaration shall have been rescinded and annulled in accordance with Section
            5.02 of the Indenture).  All principal payments on the Tranche A-2 Storm Recovery Bonds shall be made pro rata to the Holders of the Tranche A-2 Storm Recovery Bonds entitled thereto based on the respective principal amounts of the Tranche
          A-2 Storm Recovery Bonds held by them.

         

        
          B-2-5

          
            


        

        Payments of interest on this Tranche A-2 Storm Recovery Bond due and payable on each Payment Date, together with the installment of principal or premium, if any, shall be made by check mailed
          first-class, postage prepaid, to the Person whose name appears as the Registered Holder of this Tranche A-2 Storm Recovery Bond (or one or more Predecessor Tranche A-2 Storm Recovery Bonds) on the Storm Recovery Bond Register as of the close of
          business on the Record Date or in such other manner as may be provided in the Indenture or the Series Supplement, except that (a) upon application to the Indenture Trustee by any Holder owning a Global Storm Recovery Bond evidencing this Tranche
          A-2 Storm Recovery Bond not later than the applicable Record Date, payment will be made by wire transfer to an account maintained by such Holder, and (b) if this Tranche A-2 Storm Recovery Bond is held in Book-Entry Form, payments will be made by
          wire transfer in immediately available funds to the account designated by the Holder of the applicable Global Storm Recovery Bond evidencing this Tranche A-2 Storm Recovery Bond unless and until such Global Storm Recovery Bond is exchanged for
          Definitive Storm Recovery Bonds (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to this Tranche A-2 Storm Recovery Bond on a Payment Date, which
          shall be payable as provided below.  Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Storm Recovery Bond Register as of the applicable Record Date without requiring that this Tranche
          A-2 Storm Recovery Bond be submitted for notation of payment.  Any reduction in the principal amount of this Tranche A-2 Storm Recovery Bond (or any one or more Predecessor Tranche A-2 Storm Recovery Bonds) effected by any payments made on any
          Payment Date shall be binding upon all future Holders of this Tranche A-2 Storm Recovery Bond and of any Tranche A-2 Storm Recovery Bond issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
          hereon.  If funds are expected to be available, as provided in the Indenture, for payment in full of the then-remaining unpaid principal amount of this Tranche A-2 Storm Recovery Bond on a Payment Date, then the Indenture Trustee, in the name of
          and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice sent no later than five (5) days prior to such final Payment Date and shall specify that such
          final installment will be payable only upon presentation and surrender of this Tranche A-2 Storm Recovery Bond and shall specify the place where this Tranche A-2 Storm Recovery Bond may be presented and surrendered for payment of such
          installment.

         

        The Issuer shall pay interest on overdue installments of interest at the Bond Interest Rate to the extent lawful.

         

        This Tranche A-2 Storm Recovery Bond is a “storm recovery bond” as such term is defined in the Securitization Act.  Principal and interest on this Tranche A-2 Storm Recovery Bond are payable from
          and secured primarily by the Storm Recovery Property authorized by the Financing Order.

        

        

        The Securitization Act provides that the State of Louisiana pledges “to and agrees with bondholders, the owners of storm recovery property, and other financing parties that the state will not:

         

        

        (1)  Alter the provisions of this Part [the Securitization Act] which authorize the commission to create a contract right by the issuance of a financing order, to create storm recovery property,
          and to make the storm recovery charges imposed by a financing order irrevocable, binding, and nonbypassable charges;

         

        

        
          B-2-6

          
            


        

        (2)   Take or permit any action that impairs or would impair the value of the storm recovery property; or

        

        

        (3)   Except as allowed under this Section [Section 1234 the Securitization Act] and except for adjustments under any true-up mechanism established by the commission, reduce, alter, or impair
          storm recovery charges that are to be imposed, collected, and remitted for the benefit of the bondholders and other financing parties until any and all principal, interest, premium, financing costs and other fees, expenses, or charges incurred,
          and any contracts to be performed, in connection with the related storm recovery bonds have been paid and performed in full. Nothing in this Paragraph shall preclude limitation or alteration if and when full compensation is made by law for the
          full protection of the storm recovery charges collected pursuant to a financing order and full protection of the holders of storm recovery bonds and any assignee or financing party.”

        

        

        In addition, the Financing Order provides that the Louisiana Commission “covenants, pledges and agrees it thereafter shall not amend, modify, or terminate th[e]
            Financing Order by any subsequent action, or reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges approved in th[e] Financing Order, or in any way reduce or
          impair the value of the storm recovery property created by th[e] Financing Order, except as may be contemplated by a refinancing authorized in strict accordance with the Securitization Act by a
          subsequent order of the Commission or by the periodic true up adjustments authorized by th[e] Financing Order, until the indefeasible payment in full of the storm recovery bonds and the related
          financing costs.”

         

        The Issuer acknowledges that the purchase of this Tranche A-2 Storm Recovery Bond by the Holder hereof or the purchase of any beneficial interest herein by any Person are made in reliance on the
          foregoing pledges by the State of Louisiana and the Louisiana Commission.

         

        As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Tranche A-2 Storm Recovery Bond may be registered on the Storm Recovery Bond Register upon
          surrender of this Tranche A-2 Storm Recovery Bond for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by, (a) a written instrument of transfer in form
          satisfactory to the Indenture Trustee duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by:  (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York
          Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other signature guaranty program acceptable to the Indenture Trustee, and (b) such other documents as the Indenture Trustee may require, and
          thereupon one or more new Tranche A-2 Storm Recovery Bonds of Authorized Denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees.  No service charge will be charged for any registration
          of transfer or exchange of this Tranche A-2 Storm Recovery Bond, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or
          exchange, other than exchanges pursuant to Section 2.04 or Section 2.06 of the Indenture not involving any transfer.

         

        
          B-2-7

          
            


        

        Each Holder, by acceptance of a Tranche A-2 Storm Recovery Bond, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the
          Indenture Trustee on the Tranche A-2 Storm Recovery Bonds or under the Indenture or any certificate or other writing delivered in connection therewith, against (a) any owner of a membership interest in the Issuer (including Cleco Power) or (b)
          any shareholder, partner, owner, beneficiary, agent, officer or employee of the Indenture Trustee, the Managers or any owner of a membership interest in the Issuer (including Cleco Power) in its respective individual or corporate capacities, or
          of any successor or assign of any of them in their individual or corporate capacities, except as any such Person may have expressly agreed in writing.  Each Holder by accepting a Tranche A-2 Storm Recovery Bond specifically confirms the
          nonrecourse nature of these obligations and waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Tranche A-2 Storm Recovery Bonds.

         

        Prior to the due presentment for registration of transfer of this Tranche A-2 Storm Recovery Bond, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat
          the Person in whose name this Tranche A-2 Storm Recovery Bond is registered (as of the day of determination) as the owner hereof for the purpose of receiving payments of principal of and premium, if any, and interest on this Tranche A-2 Storm
          Recovery Bond and for all other purposes whatsoever, whether or not this Tranche A-2 Storm Recovery Bond be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

         

        The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders under the
          Indenture at any time by the Issuer with the consent of the Holders representing a majority of the Outstanding Amount of all Series 2022-A Storm Recovery Bonds at the time outstanding of each tranche to be affected and upon the satisfaction of
          the Rating Agency Condition and the Louisiana Commission Condition.  The Indenture also contains provisions permitting the Holders representing specified percentages of the Outstanding Amount of the Series 2022-A Storm Recovery Bonds, on behalf
          of the Holders of all the Series 2022-A Storm Recovery Bonds, with the satisfaction of the Louisiana Commission Condition, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture
          and their consequences.  Any such consent or waiver by the Holder of this Tranche A-2 Storm Recovery Bond (or any one of more Predecessor Tranche A-2 Storm Recovery Bonds) shall be conclusive and binding upon such Holder and upon all future
          Holders of this Tranche A-2 Storm Recovery Bond and of any Tranche A-2 Storm Recovery Bond issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this
          Tranche A-2 Storm Recovery Bond.  The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders issued thereunder, but with the satisfaction of the
          Louisiana Commission Condition.

         

        The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Issuer on a Series 2022-A Storm Recovery Bond and (b) certain restrictive covenants and the
          related Events of Default, upon compliance by the Issuer with certain conditions set forth in the Indenture, which provisions apply to this Tranche A-2 Storm Recovery Bond.

         

        The term “Issuer” as used in this Tranche A-2 Storm Recovery Bond includes any successor to the Issuer under the Indenture.

         

        
          B-2-8

          
            


        

        The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders under the Indenture.

         

        The Tranche A-2 Storm Recovery Bonds are issuable only in registered form in denominations as provided in the Indenture and the Series Supplement subject to certain limitations therein set forth.

         

        This Tranche A-2 Storm Recovery Bond, the Indenture and the Series Supplement shall be construed in accordance with the laws of the State of Louisiana, without reference to its
          conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

         

        No reference herein to the Indenture and no provision of this Tranche A-2 Storm Recovery Bond or of the Indenture shall alter or impair the obligation, which is absolute and unconditional, to pay
          the principal of and interest on this Tranche A-2 Storm Recovery Bond at the times, place and rate and in the coin or currency herein prescribed.

         

        The Issuer and the Indenture Trustee, by entering into the Indenture, and the Holders and any Persons holding a beneficial interest in any Tranche A-2 Storm Recovery Bond, by acquiring any
          Tranche A-2 Storm Recovery Bond or interest therein, (a) express their intention that, solely for the purpose of U.S. federal taxes and, to the extent consistent with applicable state, local and other tax law, solely for the purpose of state,
          local and other taxes, the Tranche A-2 Storm Recovery Bonds qualify under applicable tax law as indebtedness of the sole owner of the Issuer secured by the Trust Estate and (b) solely for purposes of U.S. federal taxes and, to the extent
          consistent with applicable state, local and other tax law, solely for purposes of state, local and other taxes, so long as any of the Tranche A-2 Storm Recovery Bonds are outstanding, agree to treat the Tranche A-2 Storm Recovery Bonds as
          indebtedness of the sole owner of the Issuer secured by the Trust Estate unless otherwise required by appropriate taxing authorities.

         

        
          B-2-9

          
            


        

        ABBREVIATIONS

         

        The following abbreviations, when used above on this Series 2022-A Storm Recovery Bond, shall be construed as though they were written out in full according to applicable laws or regulations.

         

        	
                TEN COM

              	
                as tenants in common

              
	 	 
	
                TEN ENT

              	
                as tenants by the entireties

              
	 	 
	
                JT TEN

              	
                as joint tenants with right of survivorship and not as tenants 

                in common

              
	 	 
	
                UNIF GIFT MIN ACT

              	

              	 Custodian	

              	 
	 	
                (Custodian)

                

              	 	(minor)	 
	 	
                Under Uniform Gifts to Minor Act (_________________) 

                

              
	 	
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                     (State) 

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              


         

        

        Additional abbreviations may also be used though not in the above list.

         

        
          B-2-10

          
            


        

        ASSIGNMENT

         

        Social Security or taxpayer I.D. or other identifying number of assignee ____________

         

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

         

        

        
          
            	
                     

                  
	
                     

                  
	
                    (name and address of assignee)

                  


          

        

        

        the within Tranche A-2 Storm Recovery Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ____________, attorney, to transfer said Tranche A-2 Storm Recovery Bond on the books kept for
          registration thereof, with full power of substitution in the premises.

         

        	
                Dated:

                

              	 	 	 
	  	
                Signature Guaranteed:

              
	 	 
	 	 


        

        

        The signature to this assignment must correspond with the name of the registered owner as it appears on the within Tranche A-2 Storm Recovery Bond in every particular, without alteration, enlargement or any change
          whatsoever.

         

        NOTE:  Signature(s) must be guaranteed by an institution that is a member of:  (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) the Stock
          Exchange Medallion Program (SEMP); or (iv) such other signature guaranty program acceptable to the Indenture Trustee.

         

         

        

         B-2-11