AMENDMENT Dated as of August 28, 2015
Exhibit 4.5
EXECUTION COPY
AMENDMENT
Dated as of August 28, 2015
To the Lenders party to the Credit Agreement
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 (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 (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 (the “ELL-EGSL Credit Agreement”), among Entergy Louisiana, LLC and Entergy Gulf States Louisiana, L.L.C., as the Borrowers, 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 (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-EGSL 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:
(a) The definition of “Eurodollar Rate” set forth in Section 1.01 is amended to delete the text “(rounded upward to the nearest 1/16th of 1%)”.
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 the 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 Xxxxxxxx Xxxxxx (fax no. 000-000-0000, Attention: Xxxxxxxx Xxxxxx / xxxxxxx@xxxxx.xxx).
Very truly yours,
ENTERGY CORPORATION
By: /s/ Xxxxxx X. XxXxxx
Xxxxxx X. XxXxxx
Vice President and Treasurer
ENTERGY ARKANSAS, INC.
Entergy Gulf States Louisiana, L.L.C.
Entergy Texas, Inc.
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
JPMorgan chase bank, n.a.
By /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By /s/ Nick Schmiesing_
Name: Xxxx Xxxxxxxxxx
Title: Vice President
BNP PARIBAS
By /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Vice President
By /s/ Xxx Sheen
Name: Xxx Sheen
Title: Vice President
BANK OF THE WEST
By /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President
MIZUHO BANK, LTD.
By /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Deputy General Manager
THE BANK OF NOVA SCOTIA
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
BANK OF AMERICA, N.A.
As Bank
By /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
XXXXXXX SACHS BANK USA
By /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Authorized Signatory
XXXXXX XXXXXXX BANK, N.A.,
By /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
KEYBANK NATIONAL ASSOCIATION
By /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Senior Vice President
BARCLAYS BANK PLC, as a Lender
By /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Assistant Vice President
COBANK, ACB
By /s/ Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: Vice President
THE BANK OF NEW YORK MELLON
By /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
REGIONS BANK
By /s/ Xxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxxx
Title: Vice President
SUMITOMO MITSUI BANKING CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
U.S. BANK NATIONAL ASSOCIATION
By /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
By /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
WHITNEY BANK
By /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
CAPITAL ONE, NATIONAL ASSOCIATION
By /s/ Xxxxxxxxx X. Xxx
Name: Xxxxxxxxx X. Xxx
Title: Senior Vice President
TAIWAN COOPERATIVE BANK CO., LTD., ACTING THROUGH ITS LOS
ANGELES BRANCH AS BANK
By /s/ Ming-Xxxx Xxxx
Name: Ming-Xxxx Xxxx
Title: VP & General Manager
XXXXX XXX COMMERCIAL BANK LTD.
LOS ANGELES BRANCH
By /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Vice President & General Manager
TAIWAN BUSINESS BANK, LOS ANGELES BRANCH
By /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: General Manager
Bank Hapoalim BM
By /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
By /s/ Xxxxxxx XxXxxxxxxx
Name: Xxxxxxx XxXxxxxxxx
Title: Senior Vice President
