DYNEGY HOLDINGS INC. $300,000,000 8 1/8% SENIOR NOTES DUE 2005 UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 20th, 2000 • Dynegy Holdings Inc • Blank checks • New York
ANDIndenture • March 15th, 2001 • Dynegy Holdings Inc • Blank checks • New York
296,834,000 Principal Amount DYNEGY HOLDINGS INC. 8.375% Senior Unsecured Notes due 2016 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2006 • Dynegy Holdings Inc • Electric services • New York
¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
DYNEGY HOLDINGS INC. $500,000,000 6.875% Senior Notes due 2011 Underwriting Agreement ----------------------Underwriting Agreement • March 20th, 2001 • Dynegy Holdings Inc • Blank checks • New York
DYNEGY HOLDINGS INC. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 19, 2006 among DYNEGY HOLDINGS INC., as the Borrower, DYNEGY INC., as the Parent Guarantor, The Other Guarantors Party Hereto, The Lenders Party Hereto, CITICORP USA,...Credit Agreement • April 20th, 2006 • Dynegy Holdings Inc • Electric services • New York
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of April 19, 2006, among DYNEGY HOLDINGS INC., DYNEGY INC., the SUBSIDIARY GUARANTORS party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A. and CITICORP USA, INC., as Administrative Agents, CITICORP USA, INC., as Payment Agent, JPMORGAN CHASE BANK, N.A., as Collateral Agent, and each L/C ISSUER party hereto.
SENIOR NOTESenior Note • February 21st, 2002 • Dynegy Holdings Inc • Blank checks
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 31, 2005 among DYNEGY HOLDINGS INC., as the Borrower, DYNEGY INC., as the Parent Guarantor, The Other Guarantors Party Hereto, The Lenders Party Hereto, CITICORP USA, INC. and JPMORGAN...Credit Agreement • November 4th, 2005 • Dynegy Holdings Inc • Electric services • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2005, among DYNEGY HOLDINGS INC., a Delaware corporation (the “Borrower”), DYNEGY INC. (the “Parent Guarantor”), the SUBSIDIARY GUARANTORS party hereto (the “Guarantors”), CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as an issuer of the Letters of Credit under this Agreement (in such capacity, together with its successors in such capacity, each an “Issuing Bank”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as a co-administrative agent for the Issuing Banks and the LC Lenders (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Age
ContractFirst Supplemental Indenture • July 28th, 2003 • Dynegy Holdings Inc • Electric services • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of July 25, 2003 (this “First Supplemental Indenture”), by and between Dynegy Holdings Inc., a Delaware corporation, (the “Company”) and Wilmington Trust Company, as trustee (the “Trustee”).
PREFERRED STOCK REDEMPTION AGREEMENTPreferred Stock Redemption Agreement • May 25th, 2006 • Dynegy Holdings Inc • Electric services • Illinois
This PREFERRED STOCK REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May 22, 2006, by and between Dynegy Inc., an Illinois corporation (the “Company”), and Chevron U.S.A. Inc., a Pennsylvania corporation (“Chevron” and, together with the Company, the “Parties”).
ContractCorporate Opportunity Agreement • September 19th, 2006 • Dynegy Holdings Inc • Electric services • Delaware
CORPORATE OPPORTUNITY AGREEMENT, dated as of September 14, 2006 (this “Agreement”), between DYNEGY ACQUISITION, INC., a Delaware corporation (the “Company”) and LS POWER DEVELOPMENT, LLC, a Delaware limited liability company (“LS Power”).
DYNEGY HOLDINGS INC. PURCHASE AGREEMENTPurchase Agreement • August 9th, 2007 • Dynegy Holdings Inc • Electric services • New York
EQUITY COMMITMENT AGREEMENT among SANDY CREEK ENERGY ASSOCIATES, L.P., a Delaware limited partnership, as Borrower and SANDY CREEK HOLDINGS, LLC, a Delaware limited liability company, as Equity Investor and CREDIT SUISSE, as Collateral Agent Dated as...Equity Commitment Agreement • September 5th, 2007 • Dynegy Holdings Inc • Electric services • New York
This EQUITY COMMITMENT AGREEMENT, dated as of August 29, 2007 (this “Agreement”), by and among SANDY CREEK ENERGY ASSOCIATES, L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Borrower”), SANDY CREEK HOLDINGS, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Equity Investor”) and CREDIT SUISSE, in its capacity as collateral agent for the Secured Parties under the Intercreditor Agreement (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
SECOND AMENDED AND RESTATED SHAREHOLDER AGREEMENTShareholder Agreement • June 1st, 2006 • Dynegy Holdings Inc • Electric services • Illinois
THIS SECOND AMENDED AND RESTATED SHAREHOLDER AGREEMENT dated as of May 26, 2006 (this “Agreement”) is by and between DYNEGY INC., an Illinois corporation (“Dynegy”), and CHEVRON U.S.A. INC., a Pennsylvania corporation (the “Shareholder”).
REGISTRATION RIGHTS AGREEMENT among DYNEGY ACQUISITION, INC. AND CHEVRON U.S.A. INC. Dated as of September 14, 2006Registration Rights Agreement • September 19th, 2006 • Dynegy Holdings Inc • Electric services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of September 14, 2006, between Dynegy Acquisition, Inc., a Delaware corporation (the “Company”), and Chevron U.S.A. Inc. (“CUSA”).
ContractSupplemental Indenture • July 28th, 2003 • Dynegy Holdings Inc • Electric services • New York
EIGHTH SUPPLEMENTAL INDENTURE, dated as of July 25, 2003 (this “Eighth Supplemental Indenture”), by and between Dynegy Holdings Inc., a Delaware corporation, (the “Company”) and Wilmington Trust Company, as trustee (the “Trustee”).
LOCK-UP AGREEMENTLock-Up Agreement • September 19th, 2006 • Dynegy Holdings Inc • Electric services • Delaware
This Lock-Up Agreement (this “Agreement”), dated as of September 14, 2006, is by and among LSP Gen Investors, LP, a Delaware limited partnership; LS Power Partners, LP, a Delaware limited partnership; LS Power Associates, L.P., a Delaware limited partnership; LS Power Equity Partners PIE I, LP, a Delaware limited partnership; LS Power Equity Partners, L.P., a Delaware limited partnership (collectively, the “Contributors”) and Chevron U.S.A. Inc., a Pennsylvania corporation (“CUSA”);
EXCHANGE AGREEMENTExchange Agreement • July 24th, 2006 • Dynegy Holdings Inc • Electric services
This Exchange Agreement (this “Agreement”) is made and entered into as of July 21, 2006 by and among RCP Debt, LLC, a Delaware limited liability company, RCMF Debt, LLC, a Delaware limited liability company (each, a “Holder” and, together, the “Holders”), and Dynegy Holdings Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 Dated as of May 26, 2006 to FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 19, 2006Term Loan Facility • June 1st, 2006 • Dynegy Holdings Inc • Electric services • New York
AMENDMENT NO. 1 dated as of May 26, 2006 to the Credit Agreement referred to below, among DYNEGY HOLDINGS INC. (the “Borrower”), DYNEGY INC. (the “Parent Guarantor”), the SUBSIDIARY GUARANTORS party thereto (the “Subsidiary Guarantors”), the Lenders (as defined in the Credit Agreement referred to below) party thereto immediately prior to the effectiveness of this Amendment No. 1 (the “Existing Lenders”), the Tranche B Term Lenders (as hereinafter defined), JPMORGAN CHASE BANK, N.A. and CITICORP USA, INC., as Administrative Agents, CITICORP USA, INC., as Payment Agent, JPMORGAN CHASE BANK, N.A., as Collateral Agent, and each L/C ISSUER party thereto.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 29th, 2006 • Dynegy Holdings Inc • Electric services • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 28, 2006, is by and among Dynegy Holdings Inc., a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”), Wilmington Trust Company, as trustee (the “Trustee”), and Wells Fargo Bank, N.A., as collateral trustee (the “Collateral Trustee”), supplementing that certain Indenture, dated as of August 11, 2003 (as amended and supplemented by the Supplemental Indenture, dated as of August 24, 2005, the “Indenture”), pursuant to which the Company issued its Second Priority Senior Secured Floating Rate Notes due 2008 of which there is currently outstanding an aggregate principal amount of $225,000,000 (such series, the “2008 Notes”), its 9.875% Second Priority Senior Secured Notes due 2010 of which there is currently outstanding an aggregate principal amount of $625,000,000 (such series, the “2010 Notes”) and its 10.125% Second Priority Senior Secured Notes d
SUPPLEMENTAL INDENTURESupplemental Indenture • March 29th, 2006 • Dynegy Holdings Inc • Electric services
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 24, 2005, among Dynegy Midstream Holdings, Inc. (“DMHI”), Dynegy Storage Technology and Services, Inc. (“DSTS”), Dynegy Gas Transportation, Inc. (“DGT”, with DMHI and DSTS, the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), each a subsidiary of Dynegy Holdings, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust Company, as trustee under the indenture referred to below (the “Trustee”) and Wells Fargo Bank, N.A. (as successor by consolidation to Wells Fargo Bank Minnesota, N.A.), as collateral trustee under the indenture referred to below (the “Collateral Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • May 16th, 2006 • Dynegy Holdings Inc • Electric services • New York
This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 16, 2006, is by and among Dynegy Inc., an Illinois corporation (the “Company”), Dynegy Holdings Inc., a Delaware corporation (the “Guarantor”), and Wilmington Trust Company, as trustee (the “Trustee”), supplementing that certain Indenture, dated as of August 11, 2003, pursuant to which the Company issued its 4.75% Convertible Subordinated Debentures due 2023 (the “Debentures”). All terms used in this Supplemental Indenture that are defined in the Indenture, either directly or by reference therein, have the respective meanings assigned to them therein, except to the extent such terms are otherwise defined in this Supplemental Indenture or the context clearly requires otherwise.
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF DYNEGY HOLDINGS, LLCLimited Liability Company Operating Agreement • September 8th, 2011 • Dynegy Holdings, LLC • Electric services • Delaware
AMENDMENT NO. 2Credit Agreement • November 6th, 2008 • Dynegy Holdings Inc • Electric services
AMENDMENT NO. 2 dated as of September 30, 2008 to the Credit Agreement referred to below, among DYNEGY HOLDINGS INC. (the “Borrower”), DYNEGY INC., a Delaware corporation, DYNEGY ILLINOIS INC., an Illinois corporation, the other Guarantors party to such Credit Agreement, the Lenders party to such Credit Agreement, CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., as Administrative Agents, CITICORP USA, INC., as Payment Agent, JPMORGAN CHASE BANK, N.A., as Collateral Agent, and each L/C ISSUER party thereto.
PURCHASE AGREEMENT (West Coast Power) By and Among NRG WEST COAST LLC, as Buyer, NRG ENERGY, INC., DPC II INC. as Seller and DYNEGY INC. December 27, 2005Purchase Agreement • December 28th, 2005 • Dynegy Holdings Inc • Electric services • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of the 27th day of December, 2005 (the “Effective Date”), by and among NRG Energy, Inc., a Delaware corporation (“NRG”), NRG West Coast LLC, a Delaware limited liability company (“Buyer”), DPC II Inc., a Delaware corporation (“Seller”) and Dynegy Inc., an Illinois corporation (“Dynegy”). Buyer, NRG, Seller and Dynegy may be referred to herein, collectively, as the “Parties,” and, individually, as a “Party.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN DYNEGY GAS INVESTMENTS, LLC AND DYNEGY INC. DATED SEPTEMBER 1, 2011Membership Interest Purchase Agreement • September 8th, 2011 • Dynegy Holdings, LLC • Electric services • New York
PURCHASE AGREEMENT (Rocky Road Power) By and Among NRG ROCKY ROAD LLC, as Seller, NRG ENERGY, INC., TERMO SANTANDER HOLDING, L.L.C. as Buyer and DYNEGY INC. December 27, 2005Purchase Agreement • December 28th, 2005 • Dynegy Holdings Inc • Electric services • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of the 27th day of December, 2005 (the “Effective Date”), by and among Termo Santander Holding, L.L.C., a Delaware limited liability company (“Buyer”), Dynegy Inc., an Illinois corporation (“Dynegy”), NRG Rocky Road LLC, a Delaware limited liability company (“Seller”), and NRG Energy, Inc., a Delaware corporation (“NRG”). Buyer, Dynegy, Seller and NRG may be referred to herein, collectively, as the “Parties,” and, individually, as a “Party.”
AMENDED AND RESTATED UNDERTAKING AGREEMENTUndertaking Agreement • September 8th, 2011 • Dynegy Holdings, LLC • Electric services • New York
This AMENDED AND RESTATED UNDERTAKING AGREEMENT (this “Agreement”) is dated September 1, 2011 by and between Dynegy Holdings, LLC (“Beneficiary”), a limited liability company organized under the laws of the State of Delaware, and Dynegy Inc. (“Obligor”), a corporation organized under the laws of the State of Delaware.
LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS AND STOCK PURCHASE AGREEMENT AMONG LS POWER ASSOCIATES, L.P., LS POWER EQUITY PARTNERS, L.P., LS POWER PARTNERS, L.P., LS POWER EQUITY PARTNERS PIE I, L.P. AND KENDALL POWER LLC September 14, 2006Limited Liability Company Membership Interests and Stock Purchase Agreement • September 19th, 2006 • Dynegy Holdings Inc • Electric services • Delaware
This LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS AND STOCK PURCHASE AGREEMENT, dated as of September 14, 2006 (together with the Schedules and Exhibits hereto, the “Agreement”), between LS Power Associates, L.P., a Delaware limited partnership (“LS Associates”), LS Power Equity Partners, L.P., a Delaware limited partnership (“LS Equity”), LS Power Partners, L.P., a Delaware limited partnership (“LS Partners”, and together with LS Associates and LS Equity, each an “LP Seller” and collectively, the “LP Sellers”), LS Power Equity Partners PIE I, L.P. (“PIE I”, and together with the LP Sellers, each a “Seller” and collectively, the “Sellers”), and Kendall Power LLC, a Delaware limited liability company (the “Buyer”).
UNDERTAKING AGREEMENTUndertaking Agreement • September 8th, 2011 • Dynegy Holdings, LLC • Electric services • New York
This UNDERTAKING AGREEMENT (this “Agreement”) is dated September 1, 2011 by and between Dynegy Gas Investments, LLC (“Beneficiary”), a limited liability company organized under the laws of the State of Delaware, and Dynegy Inc. (“Obligor”), a corporation organized under the laws of the State of Delaware.
PURCHASE AGREEMENT by and between DYNEGY INC. and ROCKINGHAM POWER, L.L.C. as Sellers, and DUKE POWER COMPANY LLC d/b/a Duke Energy Carolinas, LLC as Purchaser May 21, 2006Purchase Agreement • May 25th, 2006 • Dynegy Holdings Inc • Electric services • North Carolina
THIS PURCHASE AGREEMENT is made and entered into effective as of May 21, 2006 (the “Effective Date”), by and between DYNEGY INC., an Illinois corporation (“Dynegy”), ROCKINGHAM POWER, L.L.C., a Delaware limited liability company (“Rockingham”), and DUKE POWER COMPANY LLC d/b/a Duke Energy Carolinas, LLC, a North Carolina limited liability company (“Purchaser”). Dynegy and Rockingham are also each referred to herein individually as a “Seller” and collectively as the “Sellers.” Dynegy and Rockingham, on one hand, and Purchaser, on the other hand, are also each referred to herein as a “Party” and collectively as the “Parties.”
PURCHASE AND SALE AGREEMENT BY AND BETWEEN DYNEGY HOLDINGS INC. AS SELLER AND ENERGYCO, LLC AS BUYER DATED AS OF MAY 28, 2007Purchase and Sale Agreement • May 31st, 2007 • Dynegy Holdings Inc • Electric services • Texas
THIS PURCHASE AND SALE AGREEMENT (including the exhibits and schedules hereto, this “Agreement”), is dated May 28, 2007, (the “Effective Date”) by and between DYNEGY HOLDINGS INC., a Delaware corporation (“Seller”), on the one hand, and ENERGYCO, LLC, a Delaware limited liability company (“Buyer”), on the other hand. Buyer and Seller are referred to herein individually as a “Party” and collectively as the “Parties.”
FACILITY AND SECURITY AGREEMENTFacility and Security Agreement • June 18th, 2008 • Dynegy Holdings Inc • Electric services • New York
TERMINATION AGREEMENT AND RELEASETermination Agreement and Release • December 28th, 2005 • Dynegy Holdings Inc • Electric services • New York
This Termination Agreement and Release (“Agreement”) is made and entered into this 23rd day of December, 2005 (the “Signing Date”) by and among Quachita Power, LLC, formerly known as Ouachita Power, LLC (“Quachita Power”), a Delaware limited liability company, and Dynegy Power Marketing, Inc. (“DYPM”), a Texas corporation. DYPM and Quachita Power are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
ASSIGNMENT AGREEMENTAssignment Agreement • September 8th, 2011 • Dynegy Holdings, LLC • Electric services • New York
This Assignment Agreement (the “Agreement”), is dated September 1, 2011 by and among Dynegy Gas Investments, LLC (“Assignor”), a limited liability company organized under the laws of the State of Delaware, Dynegy Holdings, LLC (“Assignee”), a limited liability company organized under the laws of the State of Delaware, and Dynegy Inc. (“Obligor”), a corporation organized under the laws of the State of Delaware.
VOTING AGREEMENTVoting Agreement • September 19th, 2006 • Dynegy Holdings Inc • Electric services • Delaware
VOTING AGREEMENT, dated as of September 14, 2006, by and among LS Power Associates, L.P., a Delaware limited partnership; LSP Gen Investors, LP, a Delaware limited partnership; LS Power Equity Partners PIE I, LP, a Delaware limited partnership; LS Power Equity Partners, L.P., a Delaware limited partnership; LS Power Partners, L.P., a Delaware limited partnership (collectively, the “Contributors”) and the persons listed on the signature page hereto (collectively, the “Shareholders”).
