FIRST SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEES
Exhibit 4.35
EXECUTION VERSION
FIRST SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 2, 2017, among the Subsidiary Guarantors listed on Schedule I (the “Guaranteeing Subsidiaries”), each a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the Indenture referred to herein (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 11, 2016, among the Company, the Subsidiary Guarantors named therein and the Trustee, providing for the original issuance of an aggregate principal amount of $750,000,000 of 8.000% Senior Notes due 2025 (the “Notes”), and, subject to the terms of the Indenture, future unlimited issuances of 8.000% Senior Notes due 2025 (the “Additional Notes,” and together with the Initial Notes, the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Subsidiary Guarantees”); and
WHEREAS, pursuant to Section 4.07 of the Indenture, the Trustee, the Company and the other
Subsidiary Guarantors are authorized and required to execute and deliver this Supplemental Indenture without the consent of any Holders of Notes.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company and the other Subsidiary Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to be Bound; Guarantees. Each of the Guaranteeing Subsidiaries hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture. Each of the Guaranteeing Subsidiaries hereby agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the Obligations and agreements of a Subsidiary Guarantor under the Supplemental Indenture. In furtherance of the foregoing, each of the Guaranteeing Subsidiaries shall be deemed a Subsidiary Guarantor for purposes of Article 10 of the Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible or liable in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
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Exhibit 4.35
7. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
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Exhibit 4.35
IN WITNESS WHEREOF, we have hereunto signed our names as of the date set forth below.
Dated: February 2, 2017
DYNEGY INC.
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief Financial Officer
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief Financial Officer
BLACK MOUNTAIN COGEN, XXX. XXXX RIDGE GENERATION LLC CASCO BAY ENERGY COMPANY, LLC DIGHTON POWER, LLC DYNEGY ADMINISTRATIVE SERVICES COMPANY DYNEGY COAL GENERATION, LLC DYNEGY COAL HOLDCO, LLC DYNEGY COAL INVESTMENTS HOLDINGS, LLC DYNEGY COAL TRADING & TRANSPORTATION, L.L.C. DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC DYNEGY CONESVILLE, LLC DYNEGY DICKS CREEK, LLC DYNEGY ENERGY SERVICES (EAST), LLC DYNEGY ENERGY SERVICES, LLC DYNEGY EQUIPMENT, LLC DYNEGY FAYETTE II, LLC DYNEGY GAS GENERATION, LLC DYNEGY GAS HOLDCO, LLC DYNEGY GAS IMPORTS, LLC DYNEGY GAS INVESTMENTS HOLDINGS, LLC DYNEGY GAS INVESTMENTS, LLC DYNEGY GASCO HOLDINGS, LLC DYNEGY GENERATION HOLDCO, LLC DYNEGY GLOBAL LIQUIDS, INC. DYNEGY HANGING ROCK II, LLC DYNEGY XXXXXXX ENERGY, LLC DYNEGY XXXXXX, LLC DYNEGY XXX XX, LLC DYNEGY MARKETING AND TRADE, LLC DYNEGY MIAMI FORT, LLC DYNEGY MIDWEST GENERATION, LLC DYNEGY MORRO BAY, LLC DYNEGY XXXX LANDING, LLC DYNEGY OAKLAND, LLC DYNEGY OPERATING COMPANY DYNEGY POWER GENERATION INC. DYNEGY POWER MARKETING, LLC DYNEGY POWER, LLC | ||
[Signature Page to the First Supplemental Indenture (2025 Notes)]
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Exhibit 4.35
DYNEGY RESOURCE HOLDINGS, LLC DYNEGY RESOURCE I, LLC DYNEGY RESOURCE II, LLC DYNEGY RESOURCE III, LLC DYNEGY RESOURCES GENERATING HOLDCO, LLC DYNEGY RESOURCES HOLDCO I, LLC DYNEGY RESOURCES HOLDCO II, LLC DYNEGY RESOURCES MANAGEMENT, LLC DYNEGY SOUTH BAY, LLC DYNEGY STUART, LLC DYNEGY WASHINGTON II, LLC DYNEGY XXXXXX, LLC XXXXXX ENERGY HOLDINGS II, LLC XXXXXX ENERGY HOLDINGS, LLC XXXXXX EXPANSION HOLDINGS, LLC EQUIPOWER RESOURCES CORP. HAVANA DOCK ENTERPRISES, LLC ILLINOVA CORPORATION XXXXXXX ENERGY SERVICES COMPANY, LLC XXXXXXX GENERATION, L.L.C. XXXXXXX HOLDINGS, LLC LAKE ROAD GENERATING COMPANY, LLC LIBERTY ELECTRIC POWER, LLC MASSPOWER HOLDCO, LLC MASSPOWER PARTNERS I, LLC MASSPOWER PARTNERS II, LLC MILFORD POWER COMPANY, LLC ONTELAUNEE POWER OPERATING COMPANY, LLC RICHLAND GENERATION EXPANSION, LLC RICHLAND-STRYKER GENERATION LLC RSG POWER, LLC SITHE ENERGIES, INC. SITHE/INDEPENDENCE LLC TOMCAT POWER, LLC | ||
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief Financial Officer
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief Financial Officer
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[Signature Page to the First Supplemental Indenture (2025 Notes)]
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Exhibit 4.35
MASSPOWER, a Massachusetts general partnership
By: Masspower Partner II, LLC, its Managing Partner
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief Financial Officer
Title: Executive Vice President and Chief Financial Officer
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[Signature Page to the First Supplemental Indenture (2025 Notes)]
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Exhibit 4.35
MASSPOWER, a Massachusetts general partnership
By: /s/ Xxxxx X. Freeland________
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief Financial Officer
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief Financial Officer
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[Signature Page to the First Supplemental Indenture (2025 Notes)]
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Exhibit 4.35
SUBSIDIARY GUARANTORS:
COFFEEN AND WESTERN RAILROAD COMPANY
ILLINOIS POWER FUELS AND SERVICES COMPANY
ILLINOIS POWER GENERATING COMPANY
ILLINOIS POWER MARKETING COMPANY
ILLINOIS POWER RESOURCES GENERATING, LLC
ILLINOIS POWER RESOURCES, LLC
IPH II, LLC
IPH, LLC
By: /s/ Xxxxx X. Freeland________
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President and Chief Financial Officer
Title: Executive Vice President and Chief Financial Officer
[SIGNATURE PAGES CONTINUE]
[Signature Page to the First Supplemental Indenture (2025 Notes)]
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Exhibit 4.35
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
Title: Assistant Vice President
[Signature Page to the First Supplemental Indenture (2025 Notes)]
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Exhibit 4.35
SCHEDULE I
SUBSIDIARY GUARANTEES
COFFEEN AND WESTERN RAILROAD COMPANY
ILLINOIS POWER FUELS AND SERVICES COMPANY
ILLINOIS POWER GENERATING COMPANY
ILLINOIS POWER MARKETING COMPANY
ILLINOIS POWER RESOURCES GENERATING, LLC
ILLINOIS POWER RESOURCES, LLC
IPH II, LLC
IPH, LLC
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