6
EXECUTION COPY
Exhibit 4(a)3
EXTENSION AGREEMENT
March 1, 2013
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 (the “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, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Mizuho Corporate 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 February 7, 2013, for a one-year extension of the Termination Date to March 9, 2018 (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 7, 2013, as such extended dates are updated by the Administrative Agent’s post on DebtDomain on or about February 27, 2013), 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 9, 2018, 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 Corporation)
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: Assistant Vice President
MIZUHO CORPORATE 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/ Chi-Cheng Chen_______
Name: Chi-Cheng Chen
Title: Vice President
UNION BANK, N.A.
By: ___/s/ Clark Miller_______
Name: Clark Miller
Title: Associate
BARCLAYS BANK, PLC
By: ___/s/ Alicia Borys_______
Name: ALICIA BORYS
Title: Vice President
Goldman Sachs Bank USA
By: ___/s/ Mark Walton_______
Name: Mark Walton
Title: Authorized Signatory
KEYBANK NATIONAL ASSOCIATION
By: ___/s/ Paul J. Pace_______
Name: Paul J. Pace
Title: Senior Vice President
Morgan Stanley Bank, N.A.
By: ___/s/ Kelly Chin_______
Name: Kelly Chin
Title: Authorized Signatory
THE ROYAL BANK OF SCOTLAND PLC
By: ___/s/ Emily Freedman_______
Name: Emily Freedman
Title: Vice President
BNP PARIBAS
By: ___/s/ Francis J. DeLaney_______
Name: Francis J. DeLaney
Title: Managing Director
By: ___/s/ Pasquale Perraglia_______
Name: Pasquale Perraglia
Title: Vice President
Bank of the West
By: __/s/ Camille Farnsworth-Schrader_______
Name: Camille Farnsworth-Schrader
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/ Josh Batchelder_______
Name: Josh Batchelder
Title: Vice President
Regions Bank
By: ___/s/ Scott J Sarrat_______
Name: Scott J Sarrat
Title: Senior Vice President
SUMITOMO MITSUI BANKING
CORPORATION
By: ___/s/ Shuji Yabe_______
Name: Shuje Yabe
Title: Managing Director
U.S. Bank National Association
By: ___/s/ Michael T. Sagges_______
Name: Michael T. Sagges
Title: Vice President
SunTrust Bank
By: ___/s/ Andrew Johnson_______
Name: Andrew Johnson
Title: Director
National Cooperative Services Corporation
By: ___/s/ Daniel Lyzinski_______
Name: Daniel Lyzinski
Title: Assistant Secretary Treasurer
The Northern Trust Company
By: ___/s/ Sara Bravo_______
Name: Sara Bravo
Title: Second Vice President
DEUTSCHE BANK AG NEW YORK BRANCH
By: ___/s/ Andreas Neumeier_______
Name: Andreas Neumeier
Title: Managing Director
By: ___/s/ Ming K. Chu_______
Name: Ming K. Chu
Title: Vice President
Whitney Bank
By: ___/s/ Philip E. Gordillo_______
Name: Philip E. Gordillo
Title: Senior Vice President
Capital One, National Association
By: ___/s/ Katherine Kay_______
Name: Katherine Kay
Title: Senior Vice President
Taiwan Cooperative Bank
Los Angeles Branch
By: ___/s/ Li-Yin Wang_______
Name: Li-Win Wang
Title: Manager
Bank Hapoalim B.M.
By: ___/s/ James P. Surless_______
Name: James P. Surless
Title: Vice President
By: ___/s/ Charles McLaughlin_______
Name: Charles McLaughlin
Title: Senior Vice President
AGREED AND ACCEPTED:
ENTERGY CORPORATION
By: __/s/ Steven C. McNeal______
Steven C. McNeal
Vice President and Treasurer
CITIBANK, N.A.,
as Administrative Agent, an LC Issuing Bank
and a Lender
By: __/s/ Maureen P. Maroney ___________
Name: Maureen P. Maroney
Title: Vice President
Extension Agreement (Entergy Corporation)