Exhibit










EXECUTION COPY


Exhibit 4(c)


AGREEMENT


Dated as of October 17, 2017




Citibank, N.A.
JPMorgan Chase Bank, N.A.
Wells Fargo Bank, National Association
BNP Paribas
Mizuho Bank, Ltd.
The Bank of Nova Scotia
The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
each severally as an LC Issuing Bank under the 
Credit Agreement (as defined below)




Ladies and Gentlemen:


Reference is made to the Amended and Restated Credit Agreement, dated as of August 14, 2015 (as amended, restated, modified or otherwise supplemented 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. Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.  


Section 1.  Reduction in LC Fronting Commitments.  Pursuant to the definition of Fronting Commitment, each LC Issuing Bank severally agrees with the Borrower to reduce its respective Fronting Commitment to the respective amount listed opposite its name in the attached Schedule III Fronting Commitment Schedule and that such attached Schedule III Fronting Commitment Schedule shall replace the existing schedule attached as Schedule III to the Credit Agreement with respect to such LC Issuing Bank’s Fronting Commitment. 


Section 2.  Effectiveness of Agreement.  Section 1 above shall be effective with respect to any LC Issuing Bank as of the date hereof when and if the Administrative Agent under the Credit Agreement shall have received counterparts of this agreement (this “Agreement”), duly executed by the Borrower and such LC Issuing Bank.
Section 3.  Counterparts.  This Agreement 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 Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 4.  Governing Law.  This Agreement 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 Ryan Garka (fax no. 704-503-2622, Attention: Ryan Garka / rgarka@kslaw.com).  
    


Very truly yours,




ENTERGY CORPORATION






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




The undersigned hereby agree to the foregoing:




CITIBANK, N.A., as LC Issuing Bank




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




JPMORGAN CHASE BANK, N.A, as LC Issuing Bank






By    /s/ Juan J. Javellana            
Name: Juan J.Javellana    
Title: Executive Director    




WELLS FARGO BANK, NATIONAL ASSOCIATION, as LC Issuing Bank






By    /s/ Keith Luettel            
Name: Keith Luettel    
Title: Director

















BNP PARIBAS, as LC Issuing Bank






By    /s/ Theodore Sheen            
Name: Theodore Sheen    
Title: Director




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




MIZUHO BANK, LTD., as LC Issuing Bank 




By    /s/ Nelson Chang            
Name: Nelson Chang    
Title: Authorized Signatory    




THE BANK OF NOVA SCOTIA, as LC Issuing Bank




By    /s/David Dewar            
Name: David Dewar    
Title: Director    




By    /s/ Cherese Joseph            
Name: Cherese Joseph    
Title: Vice President    



















SCHEDULE III
FRONTING COMMITMENT SCHEDULE
	
		
	Name of LC Issuing Bank
	Fronting Commitment Amount

	Citibank, N.A.
	$10,000,000

	JPMorgan Chase Bank, N.A.
	$0

	Wells Fargo Bank, National Association
	$0

	BNP Paribas
	$0

	Mizuho Bank, Ltd.
	$0

	The Bank of Nova Scotia
	$0

	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	$10,000,000

	 
	 

	TOTAL
	$20,000,000