Contract
3
EXECUTION COPY
Exhibit 4(a)4
March 14, 2014
Citibank, N.A., as Administrative Agent under the Credit Agreement
referred to below
Citibank, N.A.
0000 Xxxxx Xxxx, Xxxxxxxx XXX
Xxx Xxxxxx, Xxxxxxxx 00000
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 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., Xxxxx 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 an 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 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 (other than the timing requirements of Section 2.18(b) relating to extension by Xxxxx Xxx Commercial Bank Ltd, as a Lender, of its Existing Termination Date through March 9, 2018 and to March 8, 2019) 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/ Xxxxxxx Killackey__________
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL
ASSOCIATION
By: _____/s/ Nick Schmiesing__________
Name: Xxxx Xxxxxxxxxx
Title: Vice President
MIZUHO BANK, LTD.
By: _____/s/ Xxxxxxx Ventura__________
Name: Xxxxxxx Xxxxxxx
Title: Deputy General Manager
THE BANK OF NOVA SCOTIA
By: _____/s/ Thane Rattew__________
Name: Xxxxx Xxxxxx
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI, UFJ, LTD.
By: _____/s/ Chi-Cheng Chen__________
Name: Chi-Xxxxx Xxxx
Title: Vice President
UNION BANK, N.A.
By: _____/s/ Xxxxxx Blank__________
Name: Xxxxxx Xxxxx
Title: Vice President
BARCLAYS BANK PLC
By: _____/s/ Xxxx Azachi__________
Name: Xxxx Xxxxxx
Title: Vice President
Xxxxxxx Sachs Bank USA
By: _____/s/ Xxxx Walton__________
Name: Xxxx Xxxxxx
Title: Authorized Signatory
KEYBANK NATIONAL ASSOCIATION
By: _____/s/ Xxxxxxx X. Raj__________
Name: Xxxxxxx X. Xxx
Title: Senior Vice President
XXXXXX XXXXXXX BANK, N.A.
By: _____/s/ Xxxxxxx King__________
Name: Xxxxxxx Xxxx
Title: Authorized Signatory
THE ROYAL BANK OF SCOTLAND PLC
By: _____/s/ Tyler McCarthy_____
Name: Xxxxx XxXxxxxx
Title: Director
BNP Paribas
By: ___/s/ Xxxxxxx Bailey__
Name: Xxxxxxx Xxxxxx
Title: Director
BNP Paribas
By: __/s/ Xxxxxxx Impeduglia__
Name: Xxxxxxx Xxxxxxxxxx
Title: Vice President
Bank of the West
By: _____/s/ Xxxx Conley_____
Name: Xxxx Xxxxxx
Title: VP
THE BANK OF NEW YORK MELLON
By: _____/s/ Xxxxxx X. Alsahlani_____
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
COBANK, ACB
By: _____/s/ Xxxxxxx X. Gallagher_____
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
BANK OF AMERICA, N.A.
By: _____/s/ Xxxxx Wells_____
Name: Xxxxx Xxxxx
Title: Vice President
Canadian Imperial Bank of Commerce, New York Branch
By: ___/s/ Anju Abraham__
Name: Xxxx Xxxxxxx
Title: Authorized Signatory
By: __/s/ Xxxxxx X. Xxxxx, Xx.__
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
Regions Bank
By: _____/s/ Xxxxx Sarrat_____
Name: Xxxxx Xxxxxx
Title: Senior Vice President
SUMITOMO MITSUI BANKING
CORPORATION
By: _____/s/ Xxxxx X. Weinstein_____
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
U.S. Bank National Association
By: _____/s/ Xxxx Morrison_____
Name: Xxxx Xxxxxxxx
Title: SVP, Relationship Manager
SunTrust Bank
By: _____/s/ Xxxxxx Johnson___
Name: Xxxxxx Xxxxxxx
Title: Director
The Northern Trust Company
By: _____/s/ Xxxx X. Bravo_____
Name: Xxxx X. Xxxxx
Title: Vice President
Whitney Bank
By: _____/s/ Xxxxxx Dugas_____
Name: Xxxxxx Xxxxx
Title: Vice President
Capital One, National Association
By: _____/s/ Xxxxxxxxx X. Kay__
Name: Xxxxxxxxx X. Xxx
Title: Senior Vice President
Taiwan Cooperative Bank, Los Angeles Branch
By: _____/s/ Xxxxx Yang_____
Name: Xxxxx Xxxx (Tai-Xxx Xxxx)
Title: Manager
Bank Hapoalim B.M.
By: ___/s/ Xxxxx X. Gateson__
Name: Xxxxx X. Xxxxxxx
Title: Vice President
By: __/s/ Xxxxxxx McLaughlin__
Name: Xxxxxxx XxXxxxxxxx
Title: Senior Vice President
Xxxxx Xxx Commercial Bank, Los Angeles Branch
By: ___/s/ Kang Yang__
Name: Xxxx Xxxx
Title: Vice President & General Manager
AGREED AND ACCEPTED:
ENTERGY CORPORATION
By: ___/s/ Xxxxxx X. McNeal____
Name: Xxxxxx X. XxXxxx
Title: Vice President and Treasurer
CITIBANK, N.A.,
as Administrative Agent, an LC Issuing Bank
and a Lender
By: ___/s/ Xxxxxxx Sweeney____
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Extension Agreement (Entergy Corporation)
