0001193125-06-122853 Sample Contracts

SECOND AMENDED AND RESTATED SHAREHOLDER AGREEMENT
Shareholder 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”).

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AMENDMENT NO. 1 Dated as of May 26, 2006 to FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 19, 2006
Credit Agreement • 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.

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