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.


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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 Meredith Jetton (fax no. 212-556-2222, Attention: Meredith Jetton / mjetton@kslaw.com).  
    


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