EXTENSION AGREEMENT
EXECUTION COPY
Exhibit 4(h)3
March 14, 2014
Citibank, N.A., as Administrative Agent under the Credit Agreement
referred to below
Citibank, N.A.
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Ladies and Gentlemen:
Reference is made to (i) the Credit Agreement, dated as of March 9, 2012 (as supplemented by the Extension Agreement, dated as of March 1, 2013, the “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, JPMorgan Chase Bank, N.A., ▇▇▇▇▇ Fargo Bank, National Association, Mizuho Bank, Ltd., The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Union Bank, N.A., as LC Issuing Banks, and the other LC Issuing Banks party thereto, and (ii) the Borrower’s request, dated January 27, 2014, for a one-year extension of the Termination Date to March 8, 2019 (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), each undersigned Lender agrees (i) to the “Extended Section 2.18 Dates” (as defined in the Extension Request and posted for the Lenders by the Administrative Agent on DebtDomain on or about February 6, 2014), and (ii) 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 for one year to March 8, 2019, such extension to be effective on the Extension Date as specified in the Extended Section 2.18 Dates.
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]
Extension Agreement (Entergy Texas, Inc.)
JPMORGAN CHASE BANK, N.A.
By: ____/s/▇▇▇▇▇▇▇ Killackey________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION
By: ____/s/ Nick Schmiesing________
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
MIZUHO BANK, LTD.
By: ____/s/ ▇▇▇▇▇▇▇ Ventura________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Deputy General Manager
THE BANK OF NOVA SCOTIA
By: ____/s/ Thane Rattew________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI
By: ____/s/ Chi-Cheng Chen________
Name: Chi-▇▇▇▇▇ ▇▇▇▇
Title: Vice President
UNION BANK, N.A.
By: ____/s/ ▇▇▇▇▇▇ Blank________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
BARCLAYS BANK PLC
By: ____/s/ ▇▇▇▇ Azachi________
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇▇ Sachs Bank USA
By: ____/s/ ▇▇▇▇ Walton________
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
KEYBANK NATIONAL ASSOCIATION
By: ____/s/ ▇▇▇▇▇▇▇ ▇. Raj______
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇
Title: Senior Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A.
By: ____/s/ ▇▇▇▇▇▇▇ King________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Signatory
THE ROYAL BANK OF SCOTLAND PLC
By: ____/s/ Tyler McCarthy_____
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
BNP Paribas
By: ____/s/ ▇▇▇▇▇▇▇ Bailey_____
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
BNP Paribas
By: ____/s/ ▇▇▇▇▇▇▇ Impeduglia_
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF NEW YORK MELLON
By: ____/s/ ▇▇▇▇▇▇ ▇. Alsahlani___
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
COBANK, ACB
By: ____/s/ ▇▇▇▇▇▇▇ ▇. Gallagher________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
BANK OF AMERICA, N.A.
By: ____/s/ ▇▇▇▇▇ Wells________
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Canadian Imperial Bank of Commerce, New York Branch
By: ____/s/ Anju Abraham_____
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Authorized Signatory
By: ____/s/ ▇▇▇▇▇▇ Casey_
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Signatory
Regions Bank
By: ____/s/ ▇▇▇▇▇ Sarrat_____
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
SUMITOMO MITSUI BANKING
CORPORATION
By: ____/s/ ▇▇▇▇▇ ▇. Weinstein_____
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
U.S. Bank National Association
By: ____/s/ ▇▇▇▇ Morrison_____
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: SVP, Relationship Manager
SunTrust Bank
By: ____/s/ ▇▇▇▇▇▇ Johnson_____
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
AGREED AND ACCEPTED:
ENTERGY TEXAS, INC.
By: ___/s/ ▇▇▇▇▇▇ ▇. Lousteau____
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
CITIBANK, N.A.,
as Administrative Agent, an LC Issuing Bank
and a Lender
By: __/s/ ▇▇▇▇▇▇▇ Sweeney________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President