Exhibit 4(a) 13
AMENDMENT NO. 1
dated as of October 22, 1996
to
CREDIT AGREEMENT
dated as of September 13, 1996
THIS AMENDMENT NO. 1 (this "Amendment"), dated as of
October 22, 1996, among ENTERGY CORPORATION, a Delaware
corporation ("Entergy"), ENTERGY TECHNOLOGY HOLDING COMPANY, a
Delaware corporation, THE BANK OF NEW YORK ("BNY"), as Agent and
as the sole Lender under the Credit Agreement hereinafter
referred to, and the other financial institutions listed on the
signature pages hereof (the "New Lenders") (with capitalized
terms used but not otherwise defined herein having the meaning
ascribed thereto in the Credit Agreement hereinafter referred
to),
W I T N E S S E T H:
WHEREAS, Entergy, ETHC, BNY and the Agent have entered
into a Credit Agreement dated as of September 13, 1996 (the
"Credit Agreement"); and
WHEREAS, the Borrowers have requested, and BNY, the New
Lenders and the Agent have agreed to, the amendments to the
Credit Agreement more fully set forth in this Amendment; and
WHEREAS, such amendment shall be of benefit, either
directly or indirectly, to the Borrowers,
NOW, THEREFORE, in consideration of the premises and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrowers, BNY,
the New Lenders and the Agent agree as follows:
1. Amendments. Upon and after the Effective Date (as
defined in Section 3 below), the Credit Agreement shall be
amended as follows:
a. Section 1.01 shall be amended by amending the definitions
of "Banks", "Commitment" and "Lenders" contained therein to read
in their entirety as follows:
" 'Banks' means the banks or other
financial institutions listed on the signature pages
hereof or on the signature pages of Amendment No. 1."
" 'Commitment' means, with respect to
any Lender, the amount set forth opposite such Lender's
name on the signature pages of Amendment No. 1 or, if
such Lender has entered into any Assignment and
Acceptance, set forth for such Lender in the Register
maintained by the Agent pursuant to Section 9.07(c),
or, if such Lender has become a Lender in connection
with an increase of Commitments pursuant to Section
2.05(b), set forth in the amendment to this Agreement
required by Section 2.05(b) in connection with such
increase, in each case as such amount may be reduced or
increased pursuant to Section 2.05."
" 'Lenders' means the Banks and each
Person that shall become a party hereto pursuant to
Section 9.07."
b. Section 1.01 shall be further amended by inserting therein
in appropriate alphabetical order definitions of "Agreement" and
"Amendment No. 1" to read in their entirety as follows:
" 'Agreement' means this Agreement,
including all schedules and exhibits hereto, as amended
or supplemented from time to time."
" 'Amendment No. 1' means Amendment No.
1 to this Agreement dated as of October 22, 1996."
c. Section 2.01 shall be amended by deleting the
words from and including "the amount set" in the fifth line
thereof through and including "(such Lender's "Commitment")"
in the eighth line thereof and inserting in lieu thereof the
words "such Lender's Commitment".
d. Section 5.01(c) shall be amended by deleting
the words "each of ETHC and its respective subsidiaries"
beginning in the second line thereof and inserting in lieu
thereof the word "ETHC". BNY and the New Lenders hereby
waive any default by the Borrowers existing on the Effective
Date under Section 5.01(c) as in effect before giving effect
to this Amendment which would not be a default under Section
5.01(c) as amended by this Amendment.
e. Schedule I to the Credit Agreement shall be
amended to read in its entirety as set forth in Schedule I
hereto.
2. Representations and Warranties. In order to induce BNY
and the New Lenders to enter into this Agreement, Entergy hereby
represents and warrants that each of the representations and
warranties set forth in Article IV of the Credit Agreement are
true and correct as though such representations and warranties
were made at and as of the Effective Date (as defined in Section
3 below) except to the extent that any such representations or
warranties are made as of a specified date or with respect to a
specified period of time, in which case such representations and
warranties shall be made as of such specified date or with
respect to such specified period. Each of the representations
and warranties made under the Credit Agreement (including those
made herein) shall survive to the extent provided therein and not
be waived by the execution and delivery of this Amendment.
3. Effective Date. The amendments to the Credit Agreement
provided for in this Amendment shall become effective as of the
date first referenced above on the date on which all of the
following conditions precedent shall have been satisfied (the
"Effective Date"):
a. The Agent shall have received this Amendment,
executed by the Borrowers, BNY, the New Lenders and the
Agent.
b. Entergy shall have paid all expenses due and
payable under Section 4 of this Amendment.
4. Payment of Expenses. Entergy hereby agrees to pay all
reasonable costs and expenses incurred by the Agent in connection
with the preparation, execution and delivery of this Amendment
and any other documents or instruments which may be delivered in
connection herewith, whether before or after the Effective Date,
including, without limitation, the reasonable fees and out-of-
pocket expenses of Winthrop, Stimson, Putnam & Roberts.
5. Counterparts. This Amendment may be executed in
counterparts and by different parties hereto in separate
counterparts, each of which, when so executed and delivered,
shall be deemed to be an original and all of which, when taken
together, shall constitute one and the same instrument.
6. Ratification. The Credit Agreement, as amended by this
Amendment, is and shall continue to be in full force and effect
and is hereby in all respects confirmed, approved and ratified.
7. Governing Law. This Amendment and the rights and
duties of the parties hereunder shall, pursuant to New York
General Obligations Law Section 5-1401, be governed by the law of
the State of New York.
8. Reference to Agreement. From and after the Effective
Date, each reference in the Credit Agreement to "this Agreement",
"hereof", "hereunder" or words of like import, and all references
to the Credit Agreement in any and all agreements, instruments,
documents, notes, certificates and other writings of every kind
and nature shall be deemed to mean the Credit Agreement as
modified and amended by this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
ENTERGY CORPORATION
By:
Name:
Title:
ENTERGY TECHNOLOGY HOLDING COMPANY
By:
Name:
Title:
THE BANK OF NEW YORK, as Agent
By: ______________________________
Name:
Title:
Commitment
$15,000,000 THE BANK OF NEW YORK
By: ______________________________
Name:
Title:
$12,500,000 BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: ______________________________
Name:
Title:
$12,500,000 THE BANK OF NOVA SCOTIA
By: ______________________________
Name:
Title:
$12,500,000 BANQUE NATIONALE DE PARIS
By: ______________________________
Name:
Title:
$12,500,000 THE FIRST NATIONAL BANK OF CHICAGO
By: ______________________________
Name:
Title:
$12,500,000 THE FUJI BANK, LIMITED
By: ______________________________
Name:
Title:
$12,500,000 SOCIETE GENERALE
By: ______________________________
Name:
Title:
$10,000,000 THE CANADIAN IMPERIAL BANK OF
COMMERCE
By: ______________________________
Name:
Title:
SCHEDULE I
LIST OF APPLICABLE LENDING OFFICES
Domestic Eurodollar
Name of Bank Lending Office Lending Office CD Lending Office
The Bank of One Wall Street One Wall Street One Wall Street
New York New York, NY 10286 New York, NY 10286 New York, NY 10286
Attn: Kaly Bose Attn: Kaly Bose Attn: Kaly Bose
Telephone: 212-635-4693 Telephone: 212-635-4693 Telephone: 212-635-4693
Fax: 212-635-6365 Fax: 212-635-6365 Fax: 212-635-6365
Bank of 333 S. Beaudry Ave. 333 S. Beaudry Ave. 333 S. Beaudry Ave.
America NT & 19th Floor 19th Floor 19th Floor
SA Los Angeles, CA 90017 Los Angeles, CA 90017 Los Angeles, CA 90017
Attn: Laurie Ostrom Attn: Laurie Ostrom Attn: Laurie Ostrom
Telephone: 213-345-6345 Telephone: 213-345-6345 Telephone: 213-345-6345
Fax: 213-345-6550 Fax: 213-345-6550 Fax: 213-345-6550
The Bank of Atlanta Agency Atlanta Agency Atlanta Agency
Nova Scotia 600 Peachtree St N.E. 600 Peachtree St N.E. 600 Peachtree St N.E.
Suite 2700 Suite 2700 Suite 2700
Atlanta, GA 30308 Atlanta, GA 30308 Atlanta, GA 30308
Attn: F.C.H. Ashby Attn: F.C.H. Ashby Attn: F.C.H. Ashby
Telephone: 404-877-1500 Telephone: 404-877-1500 Telephone: 404-877-1500
Fax: 404-888-8998 Fax: 404-888-8998 Fax: 404-888-8998
Banque 333 Clay Street 333 Clay Street 333 Clay Street
Nationale de Suite 3400 Suite 3400 Suite 3400
Paris, Houston, TX 77002 Houston, TX 77002 Houston, TX 77002
Houston Attn: Donna Rose Attn: Donna Rose Attn: Donna Rose
Telephone: 713-951-1240 Telephone: 713-951-1240 Telephone: 713-951-1240
Fax: 713-659-1414 Fax: 713-659-1414 Fax: 713-659-1414
The First One First One First One First
of Chicago National Plaza National Plaza National Plaza
Chicago, IL 60670 Chicago, IL 60670 Chicago, IL 60670
Attn: Lynn Pozsgay Attn: Lynn Pozsgay Attn: Lynn Pozsgay
Telephone: 312-732-8705 Telephone: 312-732-8705 Telephone: 312-732-8705
Fax: 312-732-4840 Fax: 312-732-4840 Fax: 312-732-4840
The Fuji Bank 1221 McKinney Street 1221 McKinney Street 1221 McKinney Street
Ltd. Suite 4100 Suite 4100 Suite 4100
Houston, TX 77010 Houston, TX 77010 Houston, TX 77010
Attn: Jenny Lin/ Attn: Jenny/Lin Attn: Jenny/Lin
Frances Flores Frances Flores Frances Flores
Telephone: 713-650-7845 Telephone: 713-650-7845 Telephone: 713-650-7845
or 713-650-7829 or 713-650-7829 or 713-650-7829
Fax: 713-759-0048 Fax: 713-759-0048 Fax: 713-759-0048
Societe Trammel Crow Center Trammel Crow Center Trammel Crow Center
Generale 2001 Ross Avenue 2001 Ross Avenue 2001 Ross Avenue
Southwest Suite #4800 Suite #4800 Suite #4800
Agency Dallas, TX 75201 Dallas, TX 75201 Dallas, TX 75201
Attn: Tequlla English Attn: Tequlla English Attn: Tequlla English
Telephone: 214-979-2767 Telephone: 214-979-2767 Telephone: 214-979-2767
Fax: 214-754-0171 Fax: 214-754-0171 Fax: 214-754-0171
CIBC Inc. 2727 Paces Ferry Road 2727 Paces Ferry Road 2727 Paces Ferry Road
Suite 1200 Suite 1200 Suite 1200
Atlanta, GA 30339 Atlanta, GA 30339 Atlanta, GA 30339
Attn: Debra Quintero Attn: Debra Quintero Attn: Debra Quintero
Telephone: 770-319-4823 Telephone: 770-319-4823 Telephone: 770-319-4823
Fax: 770-319-4950 Fax: 770-319-4950 Fax: 770-319-4950