DYNEGY HOLDINGS INC. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 2, 2007 among DYNEGY HOLDINGS INC., as the Borrower, DYNEGY INC., a Delaware corporation, as the Parent, DYNEGY INC., an Illinois corporation, as the Intermediate...Credit Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • New York
This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of April 2, 2007, among DYNEGY HOLDINGS INC., the PARENT (as defined below), the INTERMEDIATE PARENT (as defined below) and the other 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.
CREDIT AGREEMENT dated as of March 29, 2007 among PLUM POINT ENERGY ASSOCIATES, LLC, as Borrower THE LENDERS PARTY HERETO FROM TIME TO TIME AMBAC ASSURANCE CORPORATION, as Loan Insurer THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent and...Credit Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • New York
This CREDIT AGREEMENT, dated as of March 29, 2007 (this “Agreement”), is entered into by and among PLUM POINT ENERGY ASSOCIATES, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party hereto, AMBAC ASSURANCE CORPORATION, as the Loan Insurer, THE ROYAL BANK OF SCOTLAND PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), THE BANK OF NEW YORK, not in its individual capacity but solely as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), THE ROYAL BANK OF SCOTLAND PLC, as Issuing Bank, and RBS SECURITIES CORPORATION, as sole bookrunner (in such capacity, the “Sole Bookrunner”) and as sole lead arranger (in such capacity, the “Arranger”).
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT Dated as of March 29, 2007 among PLUM POINT ENERGY ASSOCIATES, LLC, as the Borrower, PPEA HOLDING COMPANY, LLC, as Pledgor, THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent, THE BANK OF NEW YORK, as...Collateral Agency and Intercreditor Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • New York
This COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT is dated as of March 29, 2007, and is entered into by and among PLUM POINT ENERGY ASSOCIATES, LLC, a Delaware limited liability company (the “Borrower”), PPEA HOLDING COMPANY, LLC, a Delaware limited liability company (the “Pledgor”), THE BANK OF NEW YORK, in its capacity as collateral agent for the Secured Parties (as defined below) (the “Collateral Agent”), THE ROYAL BANK OF SCOTLAND PLC, in its capacity as Administrative Agent (as defined below), AMBAC ASSURANCE CORPORATION, in its capacity as Loan Insurer (as defined below), and EACH OF THE OTHER PERSONS (AS DEFINED BELOW) PARTY HERETO FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS HEREOF. Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
AMENDMENT TO TRUST AGREEMENTTrust Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
THIS AMENDMENT (the “Amendment”) to the Trust Agreement dated January 1, 2002 (the “Trust”) is entered into as of January 1, 2006, between DYNEGY INC., an Illinois corporation (the “Company”) and VANGUARD FIDUCIARY TRUST COMPANY, a trust company incorporated under Chapter 10 of the Pennsylvania Banking Code (the “Trustee”).
SECOND AMENDMENT TO THE DYNEGY INC.Term Incentive Plan • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
WHEREAS, Dynegy Inc., an Illinois corporation (“Dynegy Illinois”), has heretofore maintained the Dynegy Inc. 2002 Long Term Incentive Plan (the “Plan”), as amended;
AMENDMENT TO THE DYNEGY INC. DEFERRED COMPENSATION PLANDeferred Compensation Plan • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
WHEREAS, Dynegy Inc., an Illinois corporation (“Dynegy Illinois”) has heretofore adopted the Dynegy Inc. Deferred Compensation Plan, as amended and restated, effective January 1, 2002 (the “Plan”);
FIRST AMENDMENT TO THE DYNEGY INC. INCENTIVE COMPENSATION PLANIncentive Compensation Plan • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
WHEREAS, Dynegy Inc., an Illinois corporation (“Dynegy Illinois”), maintains the Dynegy Inc. Incentive Compensation Plan, as amended and restated, effective January 1, 2006 (the “Plan”);
AMENDMENT NO. 2 TO THE MASTER TRUST AGREEMENTThe Master Trust Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 2 to the Master Trust to be executed this 29 day of September 2004, to be effective as of the Closing Date.
EIGHTH AMENDMENT TO THE EXTANT, INC. 401(K) PLANDynegy Inc /Il/ • April 6th, 2007 • Electric services
IN WITNESS WHEREOF, the undersigned has caused this Amendment to the Plan to be executed on the date indicated below, to be effective immediately after the Effective Time.
SIXTH AMENDMENT TO THE DYNEGY INC. COMPREHENSIVE WELFARE BENEFITS PLANWelfare Benefits Plan • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
IN WITNESS WHEREOF, the undersigned has caused this Amendment to the Plan to be executed on the date indicated below, to be effective immediately after the Effective Time.
FIRST LIEN CREDIT AGREEMENT Dated as of May 4, 2006 Among LSP GEN FINANCE CO, LLC as Borrower, THE GUARANTORS NAMED HEREIN as Guarantors, THE INITIAL LENDERS, INITIAL ISSUING BANK AND INITIAL SWING LINE BANK NAMED HEREIN as Initial Lenders, Initial...First Lien Credit Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • New York
FIRST-LIEN CREDIT AGREEMENT dated as of May 4, 2006 among LSP GEN FINANCE CO, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Issuing Banks (as hereinafter defined), the Swing Line Bank (as hereinafter defined), CREDIT SUISSE SECURITIES (USA) LLC (“CS Securities”), as Joint Lead Arranger and Joint Book Runner, GOLDMAN SACHS CREDIT PARTNERS L.P. (“Goldman Sachs”), as Joint Lead Arranger and Joint Book Runner, MORGAN STANLEY & CO. INCORPORATED (“MS&Co.”), as Joint Lead Arranger and Joint Book Runner, WESTLB AG, NEW YORK BRANCH (“WestLB”), as Joint Lead Arranger and Joint Book Runner, CS Securities, as syndication agent (in such capacity, the “Syndication Agent”), Credit Suisse, as documentation agent (in such capacity, the “Documentation Agent”), CREDIT SUISSE (“Credit Suisse”), as first lien collateral agent (together with any successor first lien collateral agent, the “First Lien Collateral A
SECOND LIEN CREDIT AGREEMENT dated as of May 5, 2006 among ONTELAUNEE POWER OPERATING COMPANY, LLC, as Borrower THE LENDERS PARTY HERETO and GSO CAPITAL PARTNERS LP, as Bookrunner, Lead Arranger, Administrative Agent, Collateral Agent and Syndication...Credit Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • New York
SECOND LIEN CREDIT AGREEMENT dated as of May 5, 2006 (this “Agreement”), among ONTELAUNEE POWER OPERATING COMPANY, LLC. (the “Borrower”), the LENDERS from time to time party hereto and GSO CAPITAL PARTNERS LP (“GSO”), as bookrunner and lead arranger (in such capacities, the “Arranger”), as syndication agent (in such capacity, the “Syndication Agent”), as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”).
AMENDMENT TO MASTER TRUST AGREEMENTMaster Trust Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
THIS AMENDMENT to the Master Trust Agreement (the “Amendment”) is entered into as of January 1, 2006, between DYNEGY INC., an Illinois corporation (the “Employer”) and VANGUARD FIDUCIARY TRUST COMPANY, a trust company incorporated under Chapter 10 of the Pennsylvania Banking Code (the “Master Trustee”).
AMENDMENT TO DYNEGY INC. DEFERRED COMPENSATION PLAN TRUST AGREEMENTDeferred Compensation Plan Trust Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
THIS AMENDMENT to the Dynegy Inc. Deferred Compensation Plan Trust Agreement (the “Agreement”) is entered into effective as provided herein below, between DYNEGY ILLINOIS INC. (formerly known as Dynegy Inc.), an Illinois corporation (“Dynegy Illinois”) and VANGUARD FIDUCIARY TRUST COMPANY, a trust company incorporated under Chapter 10 of the Pennsylvania Banking Code (the “Trustee”);
NINTH AMENDMENT TO THE DYNEGY INC. RETIREMENT PLANDynegy Inc /Il/ • April 6th, 2007 • Electric services
IN WITNESS WHEREOF, the undersigned has caused this Amendment to the Plan to be executed on the date indicated below, to be effective immediately after the Effective Time.
FIRST AMENDMENT TO THE DYNEGY INC.Term Incentive Plan • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
WHEREAS, Dynegy Inc., an Illinois corporation (“Dynegy Illinois”), has heretofore maintained the Dynegy Inc. 1999 Long Term Incentive Plan (the “Plan”);
AMENDMENT TO MASTER TRUST AGREEMENTMaster Trust Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
THIS AMENDMENT to the Master Trust Agreement (“Master Trust”) is entered into effective as provided herein below, between DYNEGY INC., an Illinois corporation (“Dynegy Illinois”) and VANGUARD FIDUCIARY TRUST COMPANY, a trust company incorporated under Chapter 10 of the Pennsylvania Banking Code (the “Master Trustee”);
LIMITED LIABILITY COMPANY AGREEMENT OF DLS Power Development Company, LLC (A DELAWARE LIMITED LIABILITY COMPANY) DATED AS OF APRIL 2, 2007Limited Liability Company Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • Delaware
This Limited Liability Company Agreement of DLS Power Development Company, LLC, a Delaware limited liability company (the “Company”), dated as of April 2, 2007 (the “Effective Date”), is entered into by the undersigned Members of the Company whose names are listed on Exhibit A to this Agreement.
150,000,000 FIRST LIEN LETTER OF CREDIT FACILITY AGREEMENT Dated as of August 3, 2006 Among LSP GEN FINANCE CO, LLC as Borrower, THE GUARANTORS NAMED HEREIN as Guarantors, BARCLAYS CAPITAL as Joint Lead Arranger and Joint Book Runner, BARCLAYS BANK...Credit Facility Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • New York
FIRST LIEN LETTER OF CREDIT FACILITY AGREEMENT, dated as of August 3, 2006 among LSP GEN FINANCE CO, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the L/C Issuing Banks (as hereinafter defined), BARCLAYS CAPITAL (“Barclays Capital”), as Joint Lead Arranger and Joint Book Runner, BARCLAYS BANK PLC (“Barclays”), as initial letter of credit issuing bank (the “Initial L/C Issuing Bank”) and as letter of credit facility administrative agent (together with any successor letter of credit facility administrative agent appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties (as hereinafter defined), ING CAPITAL LLC (“ING Capital”), as Joint Lead Arranger, Joint Book Runner and Syndication Agent, and CREDIT SUISSE (“Credit Suisse”), as first lien collateral agent (together with any successor first lien collateral agent, the “First Lien Collateral Agent” and, together with th
SECOND AMENDED AND RESTATED SECURITY AGREEMENT Dated April 2, 2007 From The Grantors referred to herein as Grantors to Wilmington Trust Company as Corporate Trustee and John M. Beeson, Jr. as Individual TrusteeSecurity Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • New York
SECOND AMENDED AND RESTATED SECURITY AGREEMENT dated April 2, 2007 (this “Security Agreement”) made by Dynegy Holdings Inc., a Delaware corporation (the “Borrower”), the other Persons listed on the signature pages hereof (excluding the Collateral Trustees, the Collateral Agent and the Administrative Agents, the “Initial Grantors”) and the Additional Grantors (as defined in Section 20) (the Borrower, Initial Grantors and the Additional Grantors being, collectively, the “Grantors”), to Wilmington Trust Company, a Delaware banking corporation (not in its individual capacity, but solely as corporate trustee, together with any successor corporate trustee appointed pursuant to Article VII of the Collateral Trust Agreement (as hereinafter defined), the “Corporate Trustee”) and John M. Beeson, Jr., an individual residing in the State of Delaware, not in his individual capacity but solely as individual trustee (together with any successor individual trustee appointed pursuant to Article VII of
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DLS POWER HOLDINGS, LLC (A DELAWARE LIMITED LIABILITY COMPANY) DATED AS OF APRIL 2, 2007Limited Liability Company Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • Delaware
This Amended and Restated Limited Liability Company Agreement of DLS Power Holdings, LLC, a Delaware limited liability company (the “Company”), dated effective as of April 2, 2007 (the “Effective Date”), is entered into by the undersigned Members of the Company whose names are listed on Exhibit A to this Agreement.
THIRD AMENDMENT TO THE DYNEGY INC. DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORSPlan for Certain Directors • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
WHEREAS, Dynegy Inc., an Illinois corporation (“Dynegy Illinois”), has heretofore established and maintains the Dynegy Inc. Deferred Compensation Plan for Certain Directors (the “Plan”);
CREDIT AGREEMENT dated as of October 7, 2005 among LSP-Kendall Energy, LLC as Borrower THE LENDERS PARTY HERETO and CREDIT SUISSE, as Administrative Agent and Collateral AgentCredit Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • New York
CREDIT AGREEMENT dated as of October 7, 2005 (this “Agreement”), among LSP-Kendall Energy, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party hereto, CREDIT SUISSE, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”), CREDIT SUISSE and LEHMAN BROTHERS INC., as joint bookrunners (the “Joint Bookrunners”), CREDIT SUISSE, LEHMAN BROTHERS, INC., and GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arrangers (each in such capacity, an “Arranger” and, together the “Arrangers”), LEHMAN BROTHERS, INC., as syndication agent (in such capacity, the “Syndication Agent”), and GOLDMAN SACHS CREDIT PARTNERS L.P., as documentation agent (in such capacity and together with its successors, the “Documentation Agent”).
SECOND LIEN CREDIT AGREEMENT Dated as of May 4, 2006 Among LSP GEN FINANCE CO, LLC as Borrower, THE GUARANTORS NAMED HEREIN as Guarantors, THE INITIAL LENDERS NAMED HEREIN as Initial Lenders, CREDIT SUISSE as Administrative Agent and Second Lien...Second Lien Credit Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • New York
SECOND LIEN CREDIT AGREEMENT dated as of May 4, 2006 among LSP GEN FINANCE CO, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), CREDIT SUISSE SECURITIES (USA) LLC (“CS Securities”), as Joint Lead Arranger and Joint Book Runner, GOLDMAN SACHS CREDIT PARTNERS L.P. (“Goldman Sachs”), as Joint Lead Arranger and Joint Book Runner, MORGAN STANLEY & CO. INCORPORATED (“MS&Co.”), as Joint Lead Arranger and Joint Book Runner, WESTLB AG, NEW YORK BRANCH (“WestLB”), as Joint Lead Arranger and Joint Book Runner, CS Securities, as syndication agent (in such capacity, the “Syndication Agent”), CREDIT SUISSE (“Credit Suisse”) , as documentation agent (in such capacity, the “Documentation Agent”), CREDIT SUISSE, as second lien collateral agent (together with any successor second lien collateral agent, the “Second Lien Collateral Agent”) for the Second Lien Secured Parties (as hereinafter defined), and CREDIT SUISS
ELEVENTH AMENDMENT TO THE DYNEGY INC. 401(k) SAVINGS PLANDynegy Inc /Il/ • April 6th, 2007 • Electric services
IN WITNESS WHEREOF, the undersigned has caused this Amendment to the Plan to be executed on the date indicated below, to be effective immediately after the Effective Time.
500,000,000 SPECIAL LETTER OF CREDIT FACILITY AGREEMENT Dated as of May 4, 2006 Among LSP GEN FINANCE CO, LLC as Borrower, THE GUARANTORS NAMED HEREIN as Guarantors, CREDIT SUISSE as Initial Special L/C Issuing Bank, Administrative Agent, First Lien...Credit Facility Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • New York
SPECIAL LETTER OF CREDIT FACILITY AGREEMENT, dated as of May 4, 2006 among LSP GEN FINANCE CO, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Special L/C Issuing Banks (as hereinafter defined), CREDIT SUISSE SECURITIES (USA) LLC (“CS Securities”), as Joint Lead Arranger and Joint Book Runner, GOLDMAN SACHS CREDIT PARTNERS L.P. (“Goldman Sachs”), as Joint Lead Arranger and Joint Book Runner, CS SECURITIES, as syndication agent (in such capacity, the “Syndication Agent”), Credit Suisse, as documentation agent (in such capacity, the “Documentation Agent”), CREDIT SUISSE (“Credit Suisse”), as first lien collateral agent (together with any successor first lien collateral agent, the “First Lien Collateral Agent”) for the First Lien Secured Parties (as hereinafter defined), and CREDIT SUISSE, as administrative agent (together with any successor administrative agent appointed pursuant to Article VII
MASTER TRUST AGREEMENTMaster Trust Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • Pennsylvania
THIS AGREEMENT OF TRUST (the “Agreement”) effective as of the 1st day of January, 2002, by and between DYNEGY INC., an Illinois corporation (the “Employer”), and VANGUARD FIDUCIARY TRUST COMPANY, a trust company incorporated under Chapter 10 of the Pennsylvania Banking Code (the “Master Trustee”),
AMENDMENT TO TRUST AGREEMENTTrust Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
IN WITNESS WHEREOF, the undersigned has caused this Amendment to the Trust Agreement to be executed this 29 day of September 2004 to be effective as provided above.
AMENDMENT TO TRUST AGREEMENTTrust Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
THIS AMENDMENT to the Trust Agreement dated January 1, 2002 (“Agreement”) is entered into effective as provided herein below, between DYNEGY INC., an Illinois corporation (“Dynegy Illinois”) and VANGUARD FIDUCIARY TRUST COMPANY, a trust company incorporated under Chapter 10 of the Pennsylvania Banking Code (the “Trustee”);
AGREEMENT AND AMENDMENT TO MASTER TRUST AGREEMENTMaster Trust Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
THIS AGREEMENT AND AMENDMENT to the Master Trust Agreement is entered into as of December 31, 2003, between DYNEGY INC., an Illinois corporation (the “Employer”) and VANGUARD FIDUCIARY TRUST COMPANY, a trust company incorporated under Chapter 10 of the Pennsylvania Banking Code (the “Master Trustee”).
AMENDMENT TO TRUST AGREEMENTTrust Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
THIS AMENDMENT to the Trust Agreement dated January 1, 2002 (“Agreement”) is entered into effective as provided herein below, between DYNEGY INC., an Illinois corporation (“Dynegy Illinois”) and VANGUARD FIDUCIARY TRUST COMPANY, a trust company incorporated under Chapter 10 of the Pennsylvania Banking Code (the “Trustee”);
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT dated as of May 5, 2006 among ONTELAUNEE POWER OPERATING COMPANY, LLC, as Borrower THE LENDERS PARTY HERETO and GSO CAPITAL PARTNERS LP, as Bookrunner, Lead Arranger, Administrative Agent, Collateral...Lien Credit Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • New York
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT dated as of May 5, 2006 (this “Agreement”), among ONTELAUNEE POWER OPERATING COMPANY, LLC. (the “Borrower”), the LENDERS from time to time party hereto and GSO CAPITAL PARTNERS LP (“GSO”), as bookrunner and lead arranger (in such capacities, the “Arranger”), as syndication agent (in such capacity, the “Syndication Agent”), as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”).
LOAN AGREEMENTLoan Agreement • April 6th, 2007 • Dynegy Inc /Il/ • Electric services • Arkansas
This LOAN AGREEMENT, dated as of April 1, 2006, by and between CITY OF OSCEOLA, ARKANSAS, a municipality organized and existing under the laws of the State of Arkansas (the “Issuer”), and PLUM POINT ENERGY ASSOCIATES, LLC, a limited liability company organized and existing under and by virtue of the laws of the State of Delaware (the “Company”).
FIRST AMENDMENT TO THE DYNEGY INC.Stock Incentive Plan • April 6th, 2007 • Dynegy Inc /Il/ • Electric services
WHEREAS, Dynegy Inc., an Illinois corporation (“Dynegy Illinois”), has heretofore maintained the Dynegy Inc. 2001 Non-Executive Stock Incentive Plan (the “Plan”);
SEVENTH AMENDMENT TO THE DYNEGY NORTHEAST GENERATION, INC. RETIREMENT INCOME PLANDynegy Inc /Il/ • April 6th, 2007 • Electric services
IN WITNESS WHEREOF, the undersigned has caused this Amendment to the Plan to be executed on the date indicated below, to be effective immediately after the Effective Time.
