EXTENSION AGREEMENT
EXECUTION COPY
Exhibit 4(d)6
March 1, 2013
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 (the “Credit Agreement”), among Entergy Gulf States Louisiana, L.L.C., 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 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.
Each undersigned Lender that is an LC Issuing Bank under the Credit Agreement further agrees to increase its Fronting Commitment to the “Fronting Commitment Amount” listed on Schedule III hereto.
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 Gulf States Louisiana, L.L.C.)
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: Assistant Vice President
MIZUHO CORPORATE 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/ Xxxxx Miller_______
Name: Xxxxx Xxxxxx
Title: Associate
BARCLAYS BANK PLC
By: _/s/ Xxxxxx Borys_______
Name: XXXXXX XXXXX
Title: Vice President
Xxxxxxx Sachs Bank USA
By: _/s/ Xxxx Walton_______
Name: Xxxx Xxxxxx
Title: Authorized Signatory
KEYBANK NATIONAL ASSOCIATION
By: _/s/ Xxxx X. Pace_______
Name: Xxxx X. Xxxx
Title: Senior Vice President
Xxxxxx Xxxxxxx Bank, N.A.
By: _/s/ Xxxxx Chin_______
Name: Xxxxx Xxxx
Title: Authorized Signatory
THE ROYAL BANK OF SCOTLAND PLC
By: _/s/ Xxxxx Freedman_______
Name: Xxxxx Xxxxxxxx
Title: Vice President
BNP PARIBAS
By: _/s/ Xxxxxxx DeLaney_______
Name: Xxxxxxx XxXxxxx
Title: Managing Director
By: _/s/ Xxxxxxxx Perraglia_______
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President
The Bank of New York Mellon
By: _/s/ Xxxxxx X. Alsahlani_______
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
COBANK, ACB
By: _/s/ Josh Batchelder_______
Name: Xxxx Xxxxxxxxxx
Title: Vice President
Regions Bank
By: _/s/ Xxxxx J Sarrat_______
Name: Xxxxx X Xxxxxx
Title: Senior Vice President
SUMITOMO MITSUI BANKING
CORPORATION
By: _/s/ Shuji Yabe_______
Name: Xxxxx Xxxx
Title: Managing Director
U.S. Bank National Association
By: _/s/ Xxxxxxx X. Sagges_______
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
SunTrust Bank
By: _/s/ Xxxxxx Johnson_______
Name: Xxxxxx Xxxxxxx
Title: Director
National Cooperative Services Corporation
By: _/s/ Xxxxxx Lyzinski_______
Name: Xxxxxx Xxxxxxxx
Title: Assistant Secretary Treasurer
DEUTSCHE BANK AG NEW YORK
BRANCH
By: _/s/ Andreas Neumeier_______
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
By: _/s/ Ming K Chu_______
Name: Xxxx X Xxx
Title: Vice President
AGREED AND ACCEPTED:
ENTERGY GULF STATES LOUISIANA, L.L.C.
By: __/s/ Xxxxx Williford__________
Xxxxx Xxxxxxxxx
Assistant Treasurer
CITIBANK, N.A.,
as Administrative Agent, an LC Issuing Bank
and a Lender
By: __/s/ Xxxxxxx X. Xxxxxxx ___________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Extension Agreement (Entergy Gulf States Louisiana, L.L.C.)
SCHEDULE III
FRONTING COMMITMENT SCHEDULE
Name of LC Issuing Bank | Fronting Commitment Amount |
Citibank, N.A. | $0 |
JPMorgan Chase Bank, N.A. | $0 |
Xxxxx Fargo Bank, National Association | $0 |
Mizuho Corporate Bank, Ltd. | $25,000,000 |
The Bank of Nova Scotia | $0 |
The Bank of Tokyo-Mitsubishi UFJ, Ltd. | $12,500,000 |
Union Bank, N.A. | $12,500,000 |
TOTAL | $50,000,000 |
