GLOBAL ASSIGNMENT AND ASSUMPTION
Exhibit 4(a)15
Execution Version
This Global Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”) and each Assignee identified in item 2 below (each, an “Assignee”). It is understood and agreed that the rights and obligations of each Assignee hereunder are several and not joint. Capitalized terms used but not defined herein shall have the meanings given to them in each applicable Credit Agreement identified below (each, as further amended, a “Credit Agreement” and collectively, the “Credit Agreements”), receipt of copies of which is hereby acknowledged by each Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to each respective Assignee, and each Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and each Credit Agreement, as of the Effective Date inserted by the Administrative Agent (or its counsel) as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under each Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including without limitation any letters of credit, and guarantees included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender against any Person, whether known or unknown, arising under or in connection with each Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to any Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as an “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
For purposes of the extensions of the Credit Agreements to be effective as of the date hereof, each of the Assignor, each Assignee and the undersigned consenting parties confirms the Assignor is a Non-Extending Lender (as defined in each Credit Agreement) and each Assignee is an Additional Commitment Lender (as defined in each Credit Agreement) to the extent of its Assigned Interests hereunder.
1. Assignor: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA
2. Assignees: The Toronto-Dominion Bank, New York Branch
Barclays Bank PLC
Royal Bank of Canada
3. Borrowers: Entergy Corporation
Entergy Louisiana, LLC
Entergy Arkansas, LLC
Entergy Texas, Inc.
Entergy Mississippi, LLC
4. Administrative Agent: Citibank, N.A., as the administrative agent under each Credit Agreement
5. Credit Agreements: $3,000,000,000 Fourth Amended and Restated Credit Agreement, dated as of June 11, 2024, among Entergy Corporation, the Lenders party thereto, Citibank, N.A., as Administrative Agent, and the LC Issuing Banks parties thereto (the “ETR Credit Agreement”)
$400,000,000 Fourth Amended and Restated Credit Agreement, dated as of June 11, 2024, among Entergy Louisiana, LLC, the Lenders party thereto, Citibank, N.A., as Administrative Agent, and the LC Issuing Banks parties thereto (the “ELL Credit Agreement”)
$300,000,000 Fourth Amended and Restated Credit Agreement, dated as of June 11, 2024, among Entergy Arkansas, LLC, the Lenders party thereto, Citibank, N.A., as Administrative Agent, and the LC Issuing Banks parties thereto (the “EAL Credit Agreement”)
$300,000,000 Fourth Amended and Restated Credit Agreement, dated as of June 11, 2024, among Entergy Texas, Inc., the Lenders party thereto, Citibank, N.A., as Administrative Agent, and the LC Issuing Banks parties thereto (the “ETI Credit Agreement”)
$300,000,000 First Amended and Restated Credit Agreement, dated as of June 11, 2024, among Entergy Mississippi, LLC, the Lenders party thereto, Citibank, N.A., as Administrative Agent, and the LC Issuing Banks parties thereto (the “EML Credit Agreement”)
6. Assigned Interests:
| Assignor | Assignees | Applicable Credit Agreement | Facility Assigned | Aggregate Amount of Commitment/Advances for all Lenders | Amount of Commitment/ Advances Assigned | Percentage Assigned of Commitment/ Advances | CUSIP Number | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | The Toronto-Dominion Bank, New York Branch | ETR Credit Agreement | Senior unsecured revolving credit commitments | $3,000,000,000 | $96,718,192.64 | 3.22394% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | Barclays Bank PLC | ETR Credit Agreement | Senior unsecured revolving credit commitments | $3,000,000,000 | $44,904,875.16 | 1.49683% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | Royal Bank of Canada | ETR Credit Agreement | Senior unsecured revolving credit commitments | $3,000,000,000 | $34,542,211.64 | 1.15141% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | The Toronto-Dominion Bank, New York Branch | ELL Credit Agreement | Senior unsecured revolving credit commitments | $400,000,000 | $13,317,479.19 | 3.32937% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | Barclays Bank PLC | ELL Credit Agreement | Senior unsecured revolving credit commitments | $400,000,000 | $6,183,115.34 | 1.54578% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | Royal Bank of Canada | ELL Credit Agreement | Senior unsecured revolving credit commitment | $400,000,000 | $4,756,242.57 | 1.18906% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | The Toronto-Dominion Bank, New York Branch | EAL Credit Agreement | Senior unsecured revolving credit commitments | $300,000,000 | $9,988,109.39 | 3.32937% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | Barclays Bank PLC | EAL Credit Agreement | Senior unsecured revolving credit commitments | $300,000,000 | $4,637,336.50 | 1.54578% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | Royal Bank of Canada | EAL Credit Agreement | Senior unsecured revolving credit commitments | $300,000,000 | $3,567,181.93 | 1.18906% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | The Toronto-Dominion Bank, New York Branch | ETI Credit Agreement | Senior unsecured revolving credit commitments | $300,000,000 | $9,988,109.39 | 3.32937% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | Barclays Bank PLC | ETI Credit Agreement | Senior unsecured revolving credit commitments | $300,000,000 | $4,637,336.50 | 1.54578% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | Royal Bank of Canada | ETI Credit Agreement | Senior unsecured revolving credit commitments | $300,000,000 | $3,567,181.93 | 1.18906% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | The Toronto-Dominion Bank, New York Branch | EML Credit Agreement | Senior unsecured revolving credit commitments | $300,000,000 | $9,988,109.39 | 3.32937% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | Barclays Bank PLC | EML Credit Agreement | Senior unsecured revolving credit commitments | $300,000,000 | $4,637,336.50 | 1.54578% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA | Royal Bank of Canada | EML Credit Agreement | Senior unsecured revolving credit commitments | $300,000,000 | $3,567,181.93 | 1.18906% | ▇▇▇▇▇▇▇▇▇ | ||||||||||||||||
[Signature pages follow]
Execution Version
Effective Date: June 27, 2025
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
ASSIGNEES
THE TORONTO-DOMINION BANK, NEW YORK BRANCH
By: /s/ ▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇
Title: Director
BARCLAYS BANK PLC
By: /s/ Sydney ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
By: /s/ Sydney ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
ROYAL BANK OF CANADA
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Signatory
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Signatory
Global Assignment and Assumption Agreement
Signature Page
Consented to and Accepted for each Assigned Interest under each Credit Agreement:
CITIBANK, N.A., as Administrative Agent under each Credit Agreement and an LC Issuing Bank under the ETR Credit Agreement
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Global Assignment and Assumption Agreement
Signature Page
Consented to for each Assigned Interest under each Credit Agreement identified with respect to the undersigned:
MUFG BANK. LTD., as an LC Issuing Bank under the ETR Credit Agreement
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇
Title: Director
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as an LC Issuing Bank under the ELL Credit Agreement
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Executive Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Executive Director
BNP PARIBAS, as an LC Issuing Bank under the ELL Credit Agreement and the ETI Credit Agreement
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
JPMORGAN CHASE BANK, N.A., as an
LC Issuing Bank under the EAL Credit Agreement and the ETI Credit Agreement
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Global Assignment and Assumption Agreement
Signature Page
MIZUHO BANK, LTD., as an LC Issuing
Bank under the ETI Credit Agreement
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
THE BANK OF NOVA SCOTIA as an
LC Issuing Bank under the ETI Credit Agreement and the EML Credit Agreement
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Director
Global Assignment and Assumption Agreement
Signature Page
Consented to for each Assigned Interest under each Credit Agreement:
ENTERGY CORPORATION
ENTERGY CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
ENTERGY LOUISIANA, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Treasurer
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Treasurer
ENTERGY ARKANSAS, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Treasurer
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Treasurer
ENTERGY TEXAS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Treasurer
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Treasurer
ENTERGY MISSISSIPPI, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Treasurer
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Treasurer
Global Assignment and Assumption Agreement
Signature Page
ANNEX 1
(a) $3,000,000,000 Fourth Amended and Restated Credit Agreement, dated as of June 11, 2024, among Entergy Corporation, the Lenders party thereto, Citibank, N.A., as Administrative Agent, and the LC Issuing Banks parties thereto;
(b) $400,000,000 Fourth Amended and Restated Credit Agreement, dated as of June 11, 2024, among Entergy Louisiana, LLC, the Lenders party thereto, Citibank, N.A., as Administrative Agent, and the LC Issuing Banks parties thereto;
(c) $300,000,000 Fourth Amended and Restated Credit Agreement, dated as of June 11, 2024, among Entergy Arkansas, LLC, the Lenders party thereto, Citibank, N.A., as Administrative Agent, and the LC Issuing Banks parties thereto;
(d) $300,000,000 Fourth Amended and Restated Credit Agreement, dated as of June 11, 2024, among Entergy Texas, Inc., the Lenders party thereto, Citibank, N.A., as Administrative Agent, and the LC Issuing Banks parties thereto; and
(e) $300,000,000 First Amended and Restated Credit Agreement, dated as of June 11, 2024, among Entergy Mississippi, LLC, the Lenders party thereto, Citibank, N.A., as Administrative Agent, and the LC Issuing Banks parties thereto.
STANDARD TERMS AND CONDITIONS FORASSIGNMENT AND ASSUMPTION
1. Representations and Warranties.
1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the relevant Assigned Interest, (ii) such Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender or a Potential Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any of their respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by any Borrower, any of their respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2. Assignees. Each Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under each Credit Agreement, (ii) it meets all the requirements to
be an assignee under Section 8.07 of each Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of each Credit Agreement as a Lender thereunder and, to the extent of the relevant Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by such Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire such Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of each Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 5.01(c)(i) and 5.01(c)(ii) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase such Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase such Assigned Interest, and (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of each Credit Agreement, duly completed and executed by such Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to each relevant Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor and each Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to each relevant Assignee.
3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.