AMENDMENT Dated as of August 28, 2015

EX-4.5 13 a0581545.htm EXHIBIT 4.5 Exhibit


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.

[Remainder of page intentionally left blank]







Please indicate your agreement to the foregoing by signing and returning a counterpart to this Amendment by facsimile or e-mail to Meredith Jetton (fax no. 212 ###-###-####, Attention: Meredith Jetton / ***@***).
    

Very truly yours,


ENTERGY CORPORATION



By: /s/ Steven C. McNeal    
Steven C. McNeal
Vice President and Treasurer



ENTERGY ARKANSAS, INC.
ENTERGY LOUISIANA, LLC
Entergy Gulf States Louisiana, L.L.C.
Entergy Texas, Inc.



By: /s/ Stacey M. Lousteau    
Stacey M. Lousteau
Assistant Treasurer






The undersigned hereby agree to the foregoing:


Citibank, N.A., as Administrative Agent and a Lender


By    /s/ Richard Rivera            
Name:    Richard Rivera
Title: Vice President







JPMorgan chase bank, n.a.



By    /s/ Bridget Killackey        
Name: Bridget Killackey    
Title: Vice President







WELLS FARGO BANK, NATIONAL ASSOCIATION



By    /s/ Nick Schmiesing_        
Name: Nick Schmiesing    
Title: Vice President







BNP PARIBAS



By    /s/ Karima Omar        
Name: Karima Omar    
Title: Vice President


By    /s/ Ted Sheen        
Name: Ted Sheen    
Title: Vice President







BANK OF THE WEST



By    /s/ Brad Conley    
Name: Brad Conley    
Title: Vice President







MIZUHO BANK, LTD.



By    /s/ Raymond Ventura        
Name: Raymond Ventura    
Title: Deputy General Manager







THE BANK OF NOVA SCOTIA



By    /s/ Thane Rattew        
Name: Thane Rattew    
Title: Managing Director







THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.



By    /s/ Lindsay Minneman        
Name: Lindsay Minneman    
Title: Vice President







BANK OF AMERICA, N.A.
As Bank


By    /s/ William Merritt        
Name: William Merritt    
Title: Vice President






GOLDMAN SACHS BANK USA



By    /s/ Michelle Latzoni        
Name: Michelle Latzoni    
Title: Authorized Signatory







MORGAN STANLEY BANK, N.A.,



By    /s/ Dmitriy Barskiy        
Name: Dmitriy Barskiy    
Title: Authorized Signatory







KEYBANK NATIONAL ASSOCIATION



By    /s/ Paul J. Pace            
Name: Paul J. Pace    
Title: Senior Vice President







BARCLAYS BANK PLC, as a Lender



By    /s/ Mathew Cybul        
Name: Mathew Cybul    
Title: Assistant Vice President







COBANK, ACB



By    /s/ Josh Batchelder        
Name: Josh Batchelder    
Title: Vice President







THE BANK OF NEW YORK MELLON



By    /s/ Hussam S. Alsahlani        
Name: Hussam S. Alsahlani    
Title: Vice President







REGIONS BANK



By    /s/ Jennifer Fitzgerald        
Name: Jennifer Fitzgerald    
Title: Vice President







SUMITOMO MITSUI BANKING CORPORATION



By    /s/ James D. Weinstein        
Name: James D. Weinstein    
Title: Managing Director







U.S. BANK NATIONAL ASSOCIATION



By    /s/ Michael T. Sagges        
Name: Michael T. Sagges    
Title: Vice President







THE NORTHERN TRUST COMPANY



By    /s/ Keith L. Burson        
Name: Keith L. Burson    
Title: Senior Vice President







WHITNEY BANK



By    /s/ Philip E. Gordillo    
Name: Philip E. Gordillo    
Title: Senior Vice President







CAPITAL ONE, NATIONAL ASSOCIATION



By    /s/ Katherine G. Kay        
Name: Katherine G. Kay    
Title: Senior Vice President







TAIWAN COOPERATIVE BANK CO., LTD., ACTING THROUGH ITS LOS
ANGELES BRANCH AS BANK



By    /s/ Ming-Chih Chen        
Name: Ming-Chih Chen    
Title: VP & General Manager







CHANG HWA COMMERCIAL BANK LTD.
LOS ANGELES BRANCH



By    /s/ Kang Yang        
Name: Kang Yang    
Title: Vice President & General Manager







TAIWAN BUSINESS BANK, LOS ANGELES BRANCH



By    /s/ Sandy Chen        
Name: Sandy Chen    
Title: General Manager













Bank Hapoalim BM



By    /s/ Helen H. Gateson        
Name: Helen H. Gateson    
Title: Vice President



By    /s/ Charles McLaughlin        
Name: Charles McLaughlin    
Title: Senior Vice President