7½% Senior Notes due 2015 PURCHASE AGREEMENTPurchase Agreement • August 13th, 2009 • Dynegy Inc. • Electric services • Delaware
Dynegy Holdings Inc., a Delaware corporation (the “Company”), agrees with Adio Bond, LLC (the “Purchaser”) subject to the terms and conditions stated herein, to issue and sell to the Purchaser $235,000,000 principal amount of its 7½% Senior Notes due 2015, having the terms set forth on Exhibit A hereto ( the “Securities”) to be issued under (i) a base indenture, dated as of September 26, 1996, as amended and restated as of March 23, 1998, as further amended and restated as of March 14, 2001 and as supplemented through the date hereof (the “Base Indenture”), between the Company and Wilmington Trust Company (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”) and (ii) a supplemental indenture establishing the Securities, to be dated as of the Closing Date (as defined below) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT DATED AS OF SEPTEMBER 14, 2006Registration Rights Agreement • August 13th, 2009 • Dynegy Inc. • Electric services
This Amendment No. 1 (this “Amendment”) to the Registration Rights Agreement (as defined below) is made and entered into as of August 9, 2009, among Dynegy Inc., a Delaware corporation formerly known as Dynegy Acquisition, Inc. (the “Company”), and LS Power Partners, L.P., a Delaware limited partnership (“LS Power Partners”), LS Power Associates, L.P., a Delaware limited partnership (“LS Power Associates”), LS Power Equity Partners, L.P., a Delaware limited partnership (“LS Power Equity Partners”), LS Power Equity Partners PIE I, L.P, a Delaware limited partnership (“LS Power Equity Partners PIE I”) and LSP Gen Investors, L.P., a Delaware limited partnership (“LSP Gen Investors” and, together with LS Power Partners, LS Power Associates, LS Power Equity Partners and LS Power Equity Partners PIE I, the “LS Power Entities”).
SHAREHOLDER AGREEMENT among DYNEGY INC. and LS POWER PARTNERS, L.P., LS POWER ASSOCIATES, L.P., LS POWER EQUITY PARTNERS, L.P., LS POWER EQUITY PARTNERS PIE I, L.P. and LSP GEN INVESTORS, L.P. Dated as of August 9, 2009Shareholder Agreement • August 13th, 2009 • Dynegy Inc. • Electric services • Delaware
SHAREHOLDER AGREEMENT, dated as of August 9, 2009 (this “Agreement”), among DYNEGY INC., a Delaware corporation (“Dynegy”), and LS POWER PARTNERS, L.P., LS POWER ASSOCIATES, L.P., LS POWER EQUITY PARTNERS, L.P., LS POWER EQUITY PARTNERS PIE I, L.P. and LSP GEN INVESTORS, L.P. (collectively, “LS Power”).
