AMENDMENT Dated as of October 17, 2017
Execution Version
Exhibit 4(b)
AMENDMENT
Dated as of October 17, 2017
To the Lenders party to each of the Credit Agreements
referred to below and the Administrative Agent referred to below
Ladies and Gentlemen:
Reference is made to the following documents;
(i) | the Amended and Restated Credit Agreement, dated as of August 14, 2015 (as amended, restated, modified or otherwise supplemented prior to the date hereof, the “ETR 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, and the other LC Issuing Banks party thereto; |
(ii) | the Amended and Restated Credit Agreement, dated as of August 14, 2015 (as amended, restated, modified or otherwise supplemented prior to the date hereof, the “EAI 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; |
(iii) | the Amended and Restated Credit Agreement, dated as of August 14, 2015 (as amended, restated, modified or otherwise supplemented prior to the date hereof, the “ELL Credit Agreement”), among Entergy Louisiana, LLC, 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 |
(iv) | the Amended and Restated Credit Agreement, dated as of August 14, 2015 (as amended, restated, modified or otherwise supplemented prior to the date hereof, the “ETI 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, and the other LC Issuing Banks party thereto. |
The ETR Credit Agreement, the EAI Credit Agreement, the ELL Credit Agreement and the ETI Credit Agreement are herein referred to as, collectively, the “Credit Agreements”. Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreements.
Section 1. Amendment to Credit Agreements. The parties hereto agree that, subject to the satisfaction of the conditions precedent set forth in Section 2 below, each Credit Agreement is amended as follows:
Section 2.02(a) is amended by (1) replacing the text “and (ii) in the case of a Borrowing comprising Base Rate Advances, not later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing” in the first sentence of such Section with “and (ii) in the case of a Borrowing comprising Base Rate Advances,
not later than 1:00 P.M. (New York City time) on the date of the proposed Borrowing” and (2) replacing the text “(y) 1:00 P.M. (New York City time) on the date of any Borrowing comprising Base Rate Advances” in the third sentence of such Section with “(y) 3:00 P.M. (New York City time) on the date of any Borrowing comprising Base Rate Advances”.
Section 2. Conditions Precedent. Section 1 above shall be effective as of the date hereof when and if the Administrative Agent under each Credit Agreement shall have received counterparts of this amendment (this “Amendment”), duly executed by the Borrower under each Credit Agreement and Lenders constituting Majority Lenders under each Credit Agreement.
Section 3. Effect on the Credit Agreements. Except as expressly provided above, the execution, delivery and effectiveness of this Amendment shall not operate as an amendment or waiver of any right, power or remedy of any Lender under any Loan Document, nor constitute an amendment or waiver of any provision of any Loan Document. Except as expressly provided above, each Loan Document is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This Amendment shall constitute a Loan Document under each Credit Agreement and shall be binding on the parties hereto and their respective successors and permitted assigns under the Loan Documents. Upon and after the execution of this Amendment by each of the parties hereto, each reference in the respective Credit Agreements to “this Agreement”, “hereunder”, “hereof” or words of like import referring to such Credit Agreement, and each reference in the other Loan Documents corresponding to such Credit Agreement to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to such Credit Agreement, shall mean and be a reference to such Credit Agreement, as amended by this Amendment.
Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 5. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
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Please indicate your agreement to the foregoing by signing and returning a counterpart to this Amendment by facsimile or e-mail to Xxxx Xxxxx (fax no. 000-000-0000, Attention: Xxxx Xxxxx / xxxxxx@xxxxx.xxx).
Very truly yours,
ENTERGY CORPORATION
By /s/ Xxxxxx X. XxXxxx
Xxxxxx X. XxXxxx
Vice President and Treasurer
ENTERGY ARKANSAS, INC.
ENTERGY LOUISIANA, LLC
By /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Assistant Treasurer
The undersigned hereby agree to the foregoing:
Citibank, N.A., as Administrative Agent and a Lender
By /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
BANK HAPOALIM BM
By /s/ Xxxxxxx XxXxxxxxxx
Name: Xxxxxxx XxXxxxxxxx
Title: Senior Vice President
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title:
THE BANK OF NEW YORK MELLON
By/s/ Xxxxx X. Xxxxxx
Name:Xxxxx X. Xxxxxx
Title:Senior Associate
THE BANK OF NOVA SCOTIA
By/s/ Xxxxx Xxxxx
Name:Xxxxx Xxxxx
Title:Director
BARCLAYS BANK PLC,
AS A LENDER
By/s/ Xxxxxxx Xxxxxxxxxx
Name:Xxxxxxx Xxxxxxxxxx
Title:Vice President
BNP PARIBAS
By/s/ Xxxxxxxx Sheen
Name:Xxxxxxxx Sheen
Title:Director
By/s/ Xxxxxx Xxxx
Name:Xxxxxx Xxxx
Title:Vice President
BANK OF AMERICA, N.A.
By/s/ Xxxxxxxx X. Xxxxxxxxx
Name:Xxxxxxxx X. Xxxxxxxxx
Title:Vice President
CAPITAL ONE, NA
By/s/ Xxxxxx Xxxxxxx
Name:Xxxxxx Xxxxxxx
Title:Senior Vice President
COBANK, ACB
By/s/ Xxxxxx Xxxx
Name:Xxxxxx Xxxx
Title:Vice President
XXXXXXX XXXXX BANK USA
By/s/ Xxxxx Xxx
Name:Xxxxx Xxx
Title:Authorized Signatory
JPMORGAN CHASE 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/ Xxx Xxxxxx
Name:Xxx Xxxxxx
Title:Authorized Signatory
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By/s/ Xxxxxxx Xxxxxx
Name:Xxxxxxx Xxxxxx
Title:Vice President
THE NORTHERN TRUST COMPANY
By/s/ Xxxxx X. Xxxxxx
Name:Xxxxx X. Xxxxxx
Title:Senior Vice President
REGIONS BANK
By/s/ Xxxxx Xxxxx
Name:Xxxxx Xxxxx
Title:Director
SUMITOMO MITSUI BANKING CORPORATION
By/s/ Xxxxx X. Xxxxxxxxx
Name:Xxxxx X. Xxxxxxxxx
Title:Managing Director
TAIWAN BUSINESS BANK, LOS ANGELES BRANCH
By/s/ Xxx Xxxx
Name:Xxx Xxxx
Title:SVP & General Manager
TAIWAN COOPERATIVE BANK
LOS ANGELES BRANCH
By/s/ Tao-Xxx Xxx
Name:Tao-Xxx Xxx
Title:VP & General Manager
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
WHITNEY BANK
By/s/ Xxxxx X Xxxxxxxxxx
Name:Xxxxx X Xxxxxxxxxx
Title:Vice President
