Extension Agreement, dated as of August 7, 2017, to Amended and Restated Credit Agreement dated as of August 14, 2015, as amended, 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
EX-4.A 2 exhibit4aq317.htm EXHIBIT 4.A Exhibit
Execution Version
Exhibit 4(a)
EXTENSION AGREEMENT
August 7, 2017
Citibank, N.A., as Administrative Agent under the Credit Agreement
referred to below
Citibank, N.A.
1615 Brett Road, Building III
New Castle, Delaware 19720
Ladies and Gentlemen:
Reference is made to (i) the Amended and Restated Credit Agreement, dated as of August 14, 2015 (as amended by that certain Amendment, dated as of August 8, 2016, among the Lenders party thereto, Citibank, N.A., as administrative agent (the “Administrative Agent”) under each of the Credit Agreements referred to therein, Entergy Corporation, Entergy Arkansas, Inc., Entergy Louisiana, LLC and Entergy Texas, Inc., as supplemented by the Extension Agreement, dated as of August 8, 2016, and as further amended, restated, modified or otherwise supplemented from time to time prior to the date hereof, the “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, and (ii) the Borrower’s request, dated July 6, 2017, for an extension of the Termination Date to August 14, 2022 (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), (a) each of the parties hereto agrees that the Specified Date shall be deemed to be July 31, 2017 notwithstanding anything in Section 2.18 of the Credit Agreement to the contrary and (b) each undersigned Lender agrees, 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 to August 14, 2022, such extension to be effective on August 7, 2017.
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]
THE BANK OF NOVA SCOTIA
By: /s/ David Dewar
Name: David Dewar
Title: Director
Barclays Bank PLC
By: /s/ Vanessa Kurbatskiy
Name: Vanessa Kurbatskiy
Title: Vice President
BNP PARIBAS
By: /s/ Claudia Zarate
Name: Claudia Zarate
Title: Managing Director
By: /s/ Theodore Sheen
Name: Theodore Sheen
Title: Director
The Bank of New York Mellon
By: /s/ Molly C. Homoki
Name: Molly C. Homoki
Title: Senior Associate
BANK OF AMERICA, N.A.
By: /s/ JB Meanor
Name: JB Meanor
Title: Managing Director
CAPITAL ONE, NATIONAL ASSOCIATION
By: /s/ Cheryl Denenea
Name: Cheryl Denenea
Title: Senior Vice President
Chang Hwa Commercial Bank, Ltd.,
Los Angeles Branch
as a Lender
By: /s/ Wan-Chin Chang
Name: Wan-Chin Chang
Title: VP & General Manager
CoBank, ACB
By: /s/ Mike Rehmer
Name: Mike Rehmer
Title: Vice President
GOLDMAN SACHS BANK USA
By: /s/ Josh Rosenthal
Name: Josh Rosenthal
Title: Authorized Signatory
JPMORGAN CHASE BANK, N.A.
By: /s/ Juan J. Javellana
Name: Juan J. Javellana
Title: Executive Director
KEYBANK NATIONAL ASSOCIATION
By: /s/ Sukanya V. Raj
Name: Sukanya V. Raj
Title: Senior Vice President
MIZUHO BANK, LTD.
By: /s/ Nelson Chang
Name: Nelson Chang
Title: Authorized Signatory
MORGAN STANLEY BANK, N.A.
By: /s/ Michael King
Name: Michael King
Title: Authorized Signatory
THE BANK OF TOKYO MITSUBISHI UFJ, LTD.
By: /s/ ERIC OTIENO
Name: ERIC OTIENO
Title: VICE PRESIDENT
THE NORTHERN TRUST COMPANY
By: /s/ Keith L. Burson
Name: Keith L. Burson
Title: Senior Vice President
REGIONS BANK
By: /s/ Brian Walsh
Name: Brian Walsh
Title: Director
Sumitomo Mitsui Banking Corporation
By: /s/ Katsuyuki Kubo
Name: Katsuyuki Kubo
Title: Managing Director
Taiwan Cooperative Bank
By: /s/ Ming-Chih Chen
Name: Ming-Chih Chen
Title: V.P. and General Manager
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Michael T. Sagges
Name: Michael T. Sagges
Title: Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Keith Luettel
Name: Keith Luettel
Title: Director
WHITNEY BANK, N.A.
By: /s/ Donna J Richardson
Name: Donna J Richardson
Title: Vice President
AGREED AND ACCEPTED:
ENTERGY CORPORATION
By: /s/ Steven C. McNeal
Name: Steven C. McNeal
Title: Vice President & Treasurer
CITIBANK, N.A.,
as Administrative Agent, an LC Issuing Bank
and a Lender
By: /s/ Michael Vondriska
Name: Michael Vondriska
Title: Vice President