EXTENSION AGREEMENT
EXECUTION COPY
Exhibit 4(h)3
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 Texas, 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, 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 a one-year 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 for one year 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 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 Texas, Inc.)
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
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
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 Casey_
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
AGREED AND ACCEPTED:
ENTERGY TEXAS, INC.
By: ___/s/ Xxxxxx X. Lousteau____
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Treasurer
CITIBANK, N.A.,
as Administrative Agent, an LC Issuing Bank
and a Lender
By: __/s/ Xxxxxxx Sweeney________
Name: Xxxxxxx Xxxxxxx
Title: Vice President
