EXECUTION COPY
Exhibit 4(h)3
EXTENSION AGREEMENT
March 14, 2014
Citibank, N.A., as Administrative Agent under the Credit Agreement
referred to below
Citibank, N.A.
1615 Brett Road, Building III
New Castle, Delaware 19720
Ladies and Gentlemen:
Reference is made to (i) the Credit Agreement, dated as of March 9, 2012 (as supplemented by the Extension Agreement, dated as of March 1, 2013, the “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, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Mizuho Bank, Ltd., The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Union Bank, N.A., as LC Issuing Banks, and the other LC Issuing Banks party thereto, and (ii) the Borrower’s request, dated January 27, 2014, for a one-year extension of the Termination Date to March 8, 2019 (the “Extension Request”). Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.
Solely in connection with the “Extension” (as defined in the Extension Request), each undersigned Lender agrees (i) to the “Extended Section 2.18 Dates” (as defined in the Extension Request and posted for the Lenders by the Administrative Agent on DebtDomain on or about February 6, 2014), and (ii) subject to the Administrative Agent’s receipt of the documents described in Section 2.18(c) of the Credit Agreement, to extend the Termination Date applicable to such Lender’s Commitment for one year to March 8, 2019, such extension to be effective on the Extension Date as specified in the Extended Section 2.18 Dates.
This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York. Except as specifically provided above, (i) the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects by the parties hereto, and (ii) the execution and delivery of this Extension Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any Loan Documents. This Extension Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
[Signature pages follow]
Extension Agreement (Entergy Texas, Inc.)
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
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
By: ____/s/ Chi-Cheng Chen________
Name: Chi-Cheng Chen
Title: Vice President
UNION BANK, N.A.
By: ____/s/ Dennis Blank________
Name: Dennis Blank
Title: Vice President
BARCLAYS BANK PLC
By: ____/s/ Noam Azachi________
Name: Noam Azachi
Title: Vice President
Goldman Sachs Bank USA
By: ____/s/ Mark Walton________
Name: Mark Walton
Title: Authorized Signatory
KEYBANK NATIONAL ASSOCIATION
By: ____/s/ Sukanya V. Raj______
Name: Sukanya V. Raj
Title: Senior Vice President
MORGAN STANLEY BANK, N.A.
By: ____/s/ Michael King________
Name: Michael King
Title: Authorized Signatory
THE ROYAL BANK OF SCOTLAND PLC
By: ____/s/ Tyler McCarthy_____
Name: Tyler McCarthy
Title: Director
BNP Paribas
By: ____/s/ Melissa Bailey_____
Name: Melissa Bailey
Title: Director
BNP Paribas
By: ____/s/ Roberto Impeduglia_
Name: Roberto Impeduglia
Title: Vice President
THE BANK OF NEW YORK MELLON
By: ____/s/ Hussam S. Alsahlani___
Name: Hussam S. Alsahlani
Title: Vice President
COBANK, ACB
By: ____/s/ William C. Gallagher________
Name: William C. Gallagher
Title: Vice President
BANK OF AMERICA, N.A.
By: ____/s/ Jerry Wells________
Name: Jerry Wells
Title: Vice President
Canadian Imperial Bank of Commerce, New York Branch
By: ____/s/ Anju Abraham_____
Name: Anju Abraham
Title: Authorized Signatory
By: ____/s/ Robert Casey_
Name: Robert Casey
Title: Authorized Signatory
Regions Bank
By: ____/s/ Scott Sarrat_____
Name: Scott Sarrat
Title: Senior 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/ Paul Morrison_____
Name: Paul Morrison
Title: SVP, Relationship Manager
SunTrust Bank
By: ____/s/ Andrew Johnson_____
Name: Andrew Johnson
Title: Director
AGREED AND ACCEPTED:
ENTERGY TEXAS, INC.
By: ___/s/ Stacey M. Lousteau____
Name: Stacey M. Lousteau
Title: Assistant Treasurer
CITIBANK, N.A.,
as Administrative Agent, an LC Issuing Bank
and a Lender
By: __/s/ Shannon Sweeney________
Name: Shannon Sweeney
Title: Vice President