EXTENSION AGREEMENT August 7, 2017
Execution Version
Exhibit 4(d)
August 7, 2017
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 Amended and Restated Credit Agreement, dated as of August 14, 2015 (as amended by that certain Amendment, dated as of August 8, 2016, among the Lenders party thereto, Citibank, N.A., as administrative agent (the “Administrative Agent”) under each of the Credit Agreements referred to therein, Entergy Corporation, Entergy Arkansas, Inc., Entergy Louisiana, LLC and Entergy Texas, Inc., as supplemented by the Extension Agreement, dated as of August 8, 2016, and as further amended, restated, modified or otherwise supplemented from time to time prior to the date hereof, the “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, and (ii) the Borrower’s request, dated July 6, 2017, for an extension of the Termination Date to August 14, 2022 (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), (a) each of the parties hereto agrees that the Specified Date shall be deemed to be July 31, 2017 notwithstanding anything in Section 2.18 of the Credit Agreement to the contrary and (b) each undersigned Lender agrees, 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 August 14, 2022, such extension to be effective on August 7, 2017.
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]
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
Barclays Bank PLC
By: /s/ Xxxxxxx Xxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxx
Title: Vice President
BNP PARIBAS
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Managing Director
By: /s/ Xxxxxxxx Sheen
Name: Xxxxxxxx Sheen
Title: Director
The Bank of New York Mellon
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Associate
BANK OF AMERICA, N.A.
By: /s/ XX Xxxxxx
Name: XX Xxxxxx
Title: Managing Director
CoBank, ACB
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President
XXXXXXX XXXXX BANK USA
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Authorized Signatory
JPMORGANCHASE BANK, N.A.
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Executive Director
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxx
Name: Xxxxxxx X. Xxx
Title: Senior Vice President
MIZUHO BANK, LTD.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
XXXXXX XXXXXXX BANK, N.A.
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Authorized Signatory
THE BANK OF TOKYO MITSUBISHI UFJ, LTD.
By: /s/ Xxxx Xxxxxx
Name: XXXX XXXXXX
Title: VICE PRESIDENT
REGIONS BANK
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Director
Sumitomo Mitsui Banking Corporation
By: /s/ Xxxxxxxxx Xxxx
Name: Xxxxxxxxx Xxxx
Title: Managing Director
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Director
AGREED AND ACCEPTED:
ENTERGY ARKANSAS, INC.
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: Vice President & Treasurer
CITIBANK, N.A.,
as Administrative Agent, an LC Issuing Bank
and a Lender
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
