EXECUTION COPY
Exhibit 4(h)
AMENDMENT
Dated as of August 28, 2015
To the Lenders party to the Credit Agreement
and the Administrative Agent referred to below
Ladies and Gentlemen:
Reference is made to the following documents:
| (i) | the Amended and Restated Credit Agreement, dated as of August 14, 2015 (the “ETR Credit Agreement”), among Entergy Corporation, as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto; |
| (ii) | the Amended and Restated Credit Agreement, dated as of August 14, 2015 (the “EAI Credit Agreement”), among Entergy Arkansas, Inc., as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto, |
| (iii) | the Amended and Restated Credit Agreement, dated as of August 14, 2015 (the “ELL-EGSL Credit Agreement”), among Entergy Louisiana, LLC and Entergy Gulf States Louisiana, L.L.C., as the Borrowers, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto; and |
| (iv) | the Amended and Restated Credit Agreement, dated as of August 14, 2015 (the “ETI Credit Agreement”), among Entergy Texas, Inc., as the Borrower, the banks and other financial institutions party thereto as Lenders, Citibank, N.A., as Administrative Agent and as an LC Issuing Bank, and the other LC Issuing Banks party thereto. |
The ETR Credit Agreement, the EAI Credit Agreement, the ELL-EGSL Credit Agreement and the ETI Credit Agreement are herein referred to as, collectively, the “Credit Agreements”. Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreements.
Section 1. Amendment to Credit Agreements. The parties hereto agree that, subject to the satisfaction of the conditions precedent set forth in Section 2 below, each Credit Agreement is amended as follows:
(a) The definition of “Eurodollar Rate” set forth in Section 1.01 is amended to delete the text “(rounded upward to the nearest 1/16th of 1%)”.
Section 2. Conditions Precedent. Section 1 above shall be effective as of the date hereof when and if the Administrative Agent under each Credit Agreement shall have received counterparts of this amendment
(this “Amendment”), duly executed by the Borrower under each Credit Agreement and the Lenders under each Credit Agreement.
Section 3. Effect on the Credit Agreements. Except as expressly provided above, the execution, delivery and effectiveness of this Amendment shall not operate as an amendment or waiver of any right, power or remedy of any Lender under any Loan Document, nor constitute an amendment or waiver of any provision of any Loan Document. Except as expressly provided above, each Loan Document is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This Amendment shall constitute a Loan Document under each Credit Agreement and shall be binding on the parties hereto and their respective successors and permitted assigns under the Loan Documents. Upon and after the execution of this Amendment by each of the parties hereto, each reference in the respective Credit Agreements to “this Agreement”, “hereunder”, “hereof” or words of like import referring to such Credit Agreement, and each reference in the other Loan Documents corresponding to such Credit Agreement to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to such Credit Agreement, shall mean and be a reference to such Credit Agreement, as amended by this Amendment.
Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
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Entergy - Amendment Signature Page
Please indicate your agreement to the foregoing by signing and returning a counterpart to this Amendment by facsimile or e-mail to Meredith Jetton (fax no. 212-556-2222, Attention: Meredith Jetton / mjetton@kslaw.com).
Very truly yours,
ENTERGY CORPORATION
By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
ENTERGY ARKANSAS, INC.
ENTERGY LOUISIANA, LLC
Entergy Gulf States Louisiana, L.L.C.
Entergy Texas, Inc.
By: /s/ Stacey M. Lousteau
Stacey M. Lousteau
Assistant Treasurer
The undersigned hereby agree to the foregoing:
Citibank, N.A., as Administrative Agent and a Lender
By /s/ Richard Rivera
Name: Richard Rivera
Title: Vice President
JPMorgan chase bank, n.a.
By /s/ Bridget Killackey_
Name: Bridget Killackey
Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION
By /s/ Nick Schmiesing_
Name: Nick Schmiesing
Title: Vice President
BNP PARIBAS
By /s/ Karima Omar__
Name: Karima Omar
Title: Vice President
By /s/ Ted Sheen__
Name: Ted Sheen
Title: Vice President
BANK OF THE WEST
By /s/ Brad Conley_
Name: Brad Conley
Title: Vice President
MIZUHO BANK, LTD.
By /s/ Raymond Ventura
Name: Raymond Ventura
Title: Deputy General Manager
THE BANK OF NOVA SCOTIA
By /s/ Thane Rattew__
Name: Thane Rattew
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By /s/ Lindsay Minneman_
Name: Lindsay Minneman
Title: Vice President
BANK OF AMERICA, N.A.
As Bank
By /s/ William Merritt
Name: William Merritt
Title: Vice President
GOLDMAN SACHS BANK USA
By /s/ Michelle Latzoni__
Name: Michelle Latzoni
Title: Authorized Signatory
MORGAN STANLEY BANK, N.A.,
By /s/ Dmitriy Barskiy
Name: Dmitriy Barskiy
Title: Authorized Signatory
KEYBANK NATIONAL ASSOCIATION
By /s/ Paul J. Pace
Name: Paul J. Pace
Title: Senior Vice President
BARCLAYS BANK PLC, as a Lender
By /s/ Mathew Cybul
Name: Mathew Cybul
Title: Assistant Vice President
COBANK, ACB
By /s/ Josh Batchelder
Name: Josh Batchelder
Title: Vice President
THE BANK OF NEW YORK MELLON
By /s/ Hussam S. Alsahlani__
Name: Hussam S. Alsahlani
Title: Vice President
REGIONS BANK
By /s/ Jennifer Fitzgerald_
Name: Jennifer Fitzgerald
Title: Vice President
SUMITOMO MITSUI BANKING CORPORATION
By /s/ James D. Weinstein_
Name: James D. Weinstein
Title: Managing Director
U.S. BANK NATIONAL ASSOCIATION
By /s/ Michael T. Sagges
Name: Michael T. Sagges
Title: Vice President
THE NORTHERN TRUST COMPANY
By /s/ Keith L. Burson
Name: Keith L. Burson
Title: Senior Vice President
WHITNEY BANK
By /s/ Philip E. Gordillo
Name: Philip E. Gordillo
Title: Senior Vice President
CAPITAL ONE, NATIONAL ASSOCIATION
By /s/ Katherine G. Kay
Name: Katherine G. Kay
Title: Senior Vice President
TAIWAN COOPERATIVE BANK CO., LTD., ACTING THROUGH ITS LOS
ANGELES BRANCH AS BANK
By /s/ Ming-Chih Chen
Name: Ming-Chih Chen
Title: VP & General Manager
CHANG HWA COMMERCIAL BANK LTD.
LOS ANGELES BRANCH
By /s/ Kang Yang
Name: Kang Yang
Title: Vice President & General Manager
TAIWAN BUSINESS BANK, LOS ANGELES BRANCH
By /s/ Sandy Chen
Name: Sandy Chen
Title: General Manager
Bank Hapoalim BM
By /s/ Helen H. Gateson
Name: Helen H. Gateson
Title: Vice President
By /s/ Charles McLaughlin
Name: Charles McLaughlin
Title: Senior Vice President