Exhibit 10.3



EXECUTION COPY



THIRD AMENDMENT TO THE LOAN DOCUMENTS



This THIRD AMENDMENT dated as of July 15, 2003 (this Amendment), to the Credit Agreement dated as of April 1, 2003, as amended
by the First Amendment to the Credit Agreement dated as of May 15, 2003 and the Second Amendment to the Credit Agreement dated as of June 27, 2003, (such Credit Agreement, as so amended, being the Credit Agreement), among
Dynegy Holdings Inc., as the borrower (the Borrower), Dynegy Inc., as the parent guarantor (the Parent Guarantor), Citibank, N.A. and Bank of America, N.A., as administrative agents (the
Administrative Agents) for the Lenders, Bank One, NA (Main Office Chicago), as Collateral Agent for the Lenders, and the various banks, financial institutions and other lenders parties thereto. Capitalized terms used
without definition in this Amendment shall have the meanings set forth in the Credit Agreement.



W I T N E S S E T H:



WHEREAS, the Borrower has requested, and the Lenders are willing to grant such request, that the Lenders agree to provide certain amendments with respect to the Credit Agreement and Shared Security Agreement as hereinafter set forth;



NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, the parties hereto agree as follows:



SECTION 1.    Amendments.  Subject to the occurrence of the Effective Date, the Credit Agreement and Shared Security
Agreement are amended as follows:



(a)    The definition of Change of Control contained in Section 1.01 of the Credit Agreement is hereby amended by deleting clause (b) therein and replacing such clause with the following new clause (b):



(b) individuals who are Continuing
Directors of the Parent Guarantor shall not constitute a majority of the board of directors of the Parent Guarantor; or;



(b)    The definition of Consolidated Secured Indebtedness contained in Section 1.01 of the Credit
Agreement is hereby amended by (i) re-lettering clauses (e), (f) and (g) thereof to read (d), (e) and (f), respectively, (ii) deleting the words clauses (a) through
(e) in line 15 thereof and substituting therefor the words clauses (a) through (d) and (iii) deleting the words clauses (a) through (f) in line 17 thereof and substituting therefor the words clauses (a) through
(e);



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(c)    The definition of Continuing Directors contained
in Section 1.01 of the Credit Agreement is hereby amended by adding at the end thereof the phrase or with the approval of Chevron USA;



(d)    The definition of Equity Interests contained in Section 1.01 of the Credit Agreement is hereby
amended by adding at the end thereof the following:



;
provided that none of (i) the 2003 Convertible Securities, (ii) any Indebtedness issued in accordance with the provisions of Section 7.03(b)(xvi) and (iii) any profit sharing or other employee benefit arrangements shall be Equity
Interests for purposes of this Agreement and the other Loan Documents.



(e)    The definition of Extraordinary Receipts contained in Section 1.01 of the Credit Agreement is hereby amended by deleting the figure of $2,500,000 therein and
replacing such figure with $10,000,000;



(f)    The definition of Liquidity contained in Section 1.01 of the Credit Agreement is hereby amended by inserting after the words other than the Liens created under the Collateral Documents in
line 3 thereof the following new phrase: or permitted to be incurred pursuant to Section 7.01(v) or (w);



(g)    The definition of Net Cash Proceeds contained in Section 1.01 of the Credit Agreement is hereby
amended by (i) deleting the phrase prior to the Maturity Date in respect of the Term B Facility in line 18 of clause (a) thereof and substituting therefor the phrase prior to the latest Maturity Date in respect of the Facilities
outstanding from time to time, (ii) adding the following proviso at the end of clause (a) thereof:



; provided, further, that at any time that the 2003 Junior Unsecured Subordinated Notes are outstanding and require a
prepayment from a Disposition permitted pursuant to Section 7.05(h) (other than a Disposition of Term B Collateral), the Net Cash Proceeds from such Disposition shall equal the lesser of (1) the Required Revolving Commitment
Reduction Amount at such time and (2) the aggregate amount required to be prepaid under the terms of the 2003 Junior Unsecured Subordinated Notes from such Disposition; provided, further, that at any time that (A) the 2003 Junior
Unsecured Subordinated Notes are outstanding, (B) there are no Term B Loans outstanding and (C) the 2003 Junior Unsecured Subordinated Notes require a prepayment from a Disposition of Term B Collateral or any Disposition of any Subsidiary of
Illinova or any such Subsidiarys assets, the Net Cash Proceeds from such Disposition shall equal the lesser of (1) the Required Revolving Commitment Reduction Amount at such time and (2) 25% of the Net Cash Proceeds from such
Disposition (as such Net Cash Proceeds are calculated pursuant to the terms of the 2003 Junior Unsecured Subordinated Notes);



and (iii) adding the following provisos at the end of clause (c) thereof:



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; provided,further, that up to $250 million of proceeds received from
the sale of any capital stock or other Equity Interest by the Parent Guarantor or any of its Subsidiaries after the Third Amendment Effective Date shall not be Net Cash Proceeds for all purposes of this Agreement; provided,
further, that, in addition to the amounts excluded pursuant to the previous proviso, at any time that the 2003 Junior Unsecured Subordinated Notes are outstanding and until paid in full and either (i) require a prepayment from a sale of
capital stock or other Equity Interest or (ii) the Parent Guarantor elects to prepay the 2003 Junior Unsecured Subordinated Notes from the proceeds received from a sale of capital stock or other Equity Interests, the Net Cash Proceeds
from such sale shall equal the lesser of (1) the Required Revolving Commitment Reduction Amount at such time and (2) the aggregate amount required to be prepaid under the terms of the 2003 Junior Unsecured Subordinated Notes from such sale;



(h)    The definition of
Payment Basket contained in Section 1.01 of the Credit Agreement is hereby amended by inserting the following proviso at the end thereof:



; provided, that, the aggregate amount of any cash payments made by the Parent Guarantor in connection with the CVX Restructuring Transaction
shall not be included in the calculation of the Payment Basket herein.;



(i)    Section 1.01 of the Credit Agreement is hereby amended by adding the following new definitions in proper
alphabetical order:



2003 Convertible
Preferred Stock means the convertible preferred stock issued by the Parent Guarantor to Chevron USA on terms and conditions reasonably satisfactory to the Administrative Agents.



2003 Convertible Securities means the first
tranche of convertible debt securities issued by the Parent Guarantor and guaranteed by the Borrower on or after the Third Amendment Effective Date in accordance with the provisions of Section 7.03(b)(xiii).



2003 Junior Unsecured Subordinated Notes means the
junior unsecured subordinated notes issued by the Parent Guarantor to Chevron USA in accordance with the provisions of Section 7.03(b)(xiv).



2003 Proceeds means the sum of the gross proceeds from the issuance of the 2003 Second Lien Notes plus the gross proceeds
from the issuance of the 2003 Convertible Securities.



2003 Refinancing Transactions means (i) the tender offer by the Borrower for the Early Maturity DHI Bonds on terms and conditions reasonably satisfactory to the Administrative Agents, (ii) the issuance of the 2003
Second Lien Notes and the 2003 Convertible Securities, (iii) the repayment or refinancing in full of the Term A Loans, the Indebtedness under the Black Thunder Facility and the tendered Early Maturity DHI Bonds, (iv) subject to the provisions of
this



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Agreement, the voluntary prepayment, in full or in part, of the Term B Loans and the CoGen Facility and (v) subject to the provisions of this Agreement, the
CVX Restructuring Transaction.



2003 Second Lien
Notesmeans the first tranche of senior secured notes issued by the Borrower and guaranteed by the Subsidiary Guarantors on or after the Third Amendment Effective Date, in accordance with the provisions of Section
7.03(b)(xii).



2003 Tender Offer
means the tender offer by the Borrower to purchase all of the outstanding 8.125% Senior Notes due 2005, 6-3/4% Senior Notes due 2005 and 7.450% Senior Notes due 2006 pursuant to the Offer to Purchase and Consent Solicitation Statement, dated July
14, 2003, as may be amended from time to time on terms reasonably satisfactory to the Administrative Agents.



Chevron USA means Chevron U.S.A., Inc., a Pennsylvania corporation.



CVX Restructuring Transaction means so long as the
2003 Proceeds are at least $1.5 billion, the exchange by Chevron USA of all of the Chevron Preferred Stock for (x) a cash payment to Chevron USA of $225,000,000 in accordance with the provisions of Section 7.06(c), (y) the issuance of the
2003 Junior Unsecured Subordinated Notes in accordance with the provisions of Section 7.03(b)(xiv) and (z) the issuance of the 2003 Convertible Preferred Stock.



Excess 2003 Proceeds Amount means:



(i)    if the 2003 Proceeds are less than $1.5 billion, the excess, if any, of $1.2 billion over the sum
(such sum being the Level I Amount) of the aggregate principal amount of the Term A Loans repaid on the Third Amendment Effective Date, plus the aggregate principal amount of the Indebtedness under the Black Thunder
Facility repaid within one Business Day following the Third Amendment Effective Date plus the aggregate principal amount of the tendered Early Maturity DHI Bonds repurchased on the Third Amendment Effective Date plus the underwriting
discounts and commissions, and other out-of-pocket costs, fees, commissions, premiums and expenses, incurred by the Parent Guarantor or the Borrower in connection with the 2003 Refinancing Transactions;



(ii)    if the 2003 Proceeds are greater than or equal
to $1.5 billion but less than or equal to $1.86 billion, the excess, if any, of the 2003 Proceeds over the sum (such sum being the Level II Amount) of the Level I Amount plus the aggregate principal amount of the Term B
Loans repaid on the Third Amendment Effective Date plus $225 million;



(iii)    if the 2003 Proceeds are greater than $1.86 billion but equal to or less than $2.1 billion, the excess, if any, of $1.86 billion over the Level II Amount; and



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(iv)    if the 2003 Proceeds are greater than $2.1 billion, the excess, if any, of
$2.1 billion over the sum of the Level II Amount plus the aggregate principal amount of the CoGen Facility repaid on the Third Amendment Effective Date.



Junior Indebtedness means any Subordinated Indebtedness, any Indebtedness incurred in accordance with the provisions of
Section 7.03(b)(xv) and any Indebtedness incurred in accordance with the provisions of Section 7.03(b)(xvi).



Required 2003 Applications means:



(i)    if the 2003 Proceeds are less than or equal to $1.5 billion, the repayment in full of the Term A Loans, the Indebtedness under
the Black Thunder Facility and the tendered Early Maturity DHI Bonds (such applications being the Level I Applications);



(ii)    if the 2003 Proceeds are greater than $1.5 billion but less than $1.86 billion, the Level I Applications and the repayment of
the Term B Loans in an aggregate amount equal to the excess of the 2003 Proceeds over $1.5 billion (such applications being the Level II Applications);



(iii)    if the 2003 Proceeds are equal to or greater than $1.86 billion but less than $2.1 billion, the
Level II Applications and, so long as the Parent Guarantor and Chevron USA have agreed to the CVX Restructuring Transaction, the cash payment of up to $225 million to be made to Chevron USA in connection with the CVX Restructuring (such applications
being the Level III Applications); and



(iv)    if the 2003 Proceeds are equal to or greater than $2.1 billion, the Level III Applications, the repayment in full of the CoGen Facility and the ratable reduction of the Revolving Credit Commitments in an amount
equal to 50% of the excess of the 2003 Proceeds over $2.1 billion.



Required Revolving Commitment Reduction Amount means at any time the excess, if any, of (1) the sum (not to exceed $1.1 billion) of the Revolving Credit Facility at such time plus the aggregate amount of any
mandatory reductions of the Revolving Credit Facility made prior to such time (other than any such reduction made as a result of payments in respect of the 2003 Junior Unsecured Subordinated Notes) over (2) $1 billion.



Third Amendment Effective Datemeans the
first date on which all of the conditions precedent to the effectiveness of the Third Amendment to the Loan Documents, dated as of July 15, 2003, were satisfied.



(j)    Section 1.01 of the Credit Agreement is hereby amended by deleting the following
definitions therein and all references to such definitions in the Credit Agreement shall be of no force or effect; Reallocated Availability Period, Reallocated Facility, Reallocated Facility Borrowing,
Reallocated Facility Commitment, Reallocated Facility Lender, Reallocated Facility Loan, Reallocated Facility Note, Reallocated L/C Advance, Reallocated L/C Borrowing,
Reallocated L/C Credit



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Extension, Reallocated L/C Obligations, Reallocated L/C Sublimit, Reallocated Letter of Credit, Reallocation
Amount, and Reallocation Event, Reallocation Reduction Amount;



(k)    Section 2.01(d) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
[Intentionally Omitted];



(l)    Section 2.04 of the Credit Agreement is hereby amended and restated in its entirety and replaced with the following (and all references to Section 2.04 shall be of no force or effect): [Intentionally
Omitted];



(m)    Section 2.05(a) of the Credit Agreement is hereby amended by adding at the end of the sixth sentence of such Section the following proviso:



; provided that solely in connection with the 2003 Refinancing Transactions (including from any
proceeds thereof applied after the Third Amendment Effective Date), prepayments of the outstanding Loans may be applied to one Facility without ratably prepaying the other Facilities;



(n)    Section 2.05(b)(iv) of the Credit
Agreement is hereby amended by deleting the term Subordinated Indebtedness therein and replacing such term with the phrase Junior Indebtedness (other than the 2003 Second Lien Notes, and the 2003 Convertible Securities);



(o)    Section
2.05(b)(ix) of the Credit Agreement is hereby amended by adding at the end of the first sentence thereof the following proviso:



; provided, further, that notwithstanding the foregoing, at any time that the sum of the Revolving L/C Borrowings
outstanding at such time plus the Revolving Credit Loans outstanding at such time plus the Revolving L/C Obligations are less than the Revolving Credit Facility (after taking into account the Revolving Reduction Amount), the Borrower
may reduce the Revolving Credit Facility without prepaying the Revolving L/C Borrowings and the Revolving Credit Loans or Cash Collateralizing the Revolving L/C Obligations.



(p)    Section 2.05(b)(x) of the Credit Agreement is hereby amended and restated in its
entirety and replaced with the following (and all references to Section 2.05(b)(x) shall be of no force or effect): [Intentionally Omitted];



(q)    Section 7.01 of the Credit Agreement is hereby amended by (i) inserting the following words at the end of
clause (d) thereof, in accordance with GAAP, (ii) deleting the word and at the end of clause (t) thereof, (iii) deleting the period at the end of clause (u) thereof and substituting therefor a semicolon and (iv) adding the
following new clauses (v) and (w) at the end of such Section:



(v) Liens on all or a portion of the Collateral to secure the obligations of the Loan Parties in respect of the 2003 Second Lien Notes so long as (1) the terms and conditions of such Liens (including, without limitation, the second
priority



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nature of such Liens) are reasonably satisfactory to the Administrative Agents and (2) such Liens are junior and subordinate to the Liens created under the
Loan Documents; and



(w) Liens on all or a portion of the
Collateral securing Indebtedness permitted to be incurred pursuant to the provisions of Section 7.03(b)(xv) the terms and conditions of which are no less favorable to the Lenders than the terms and conditions of the Liens permitted pursuant
to clause (v) above or are otherwise on terms and conditions reasonably acceptable to the Administrative Agents.;



(r)    Section 7.02(c) is amended by (i) replacing the word and at the end of clause (v) thereof with a
comma and (ii) adding at the end thereof the following clause (vii):



and (vii) Investments in CoGen Lyondell, Inc. or DGPI Inc. consisting of loans or advances in the ordinary course of business consistent with past practices relating to CoGen Lyondell, Inc. and DGPI Inc.;



(s)    Section 7.03(b)(i) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:



Indebtedness under the Loan Documents or any refinancings, refundings, renewals or extensions of the Term A Facility, the Term B Facility, the Revolving Credit Facility, or the Revolving Letter of Credit
Sublimit on the Third Amendment Effective Date solely in connection with the 2003 Refinancing Transactions;



(t)    Clause (B) of the second proviso of Section 7.03(b)(ii) of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:



(B) any Payment
Restriction more restrictive than the Payment Restrictions contained in the Indebtedness being refinanced, refunded, renewed or extended, except that the condition contained in this subclause (B) shall not apply to refinancings of the Black Thunder
Facility or the Early Maturity DHI Bonds with respect to the 2003 Proceeds,



(u)    Section 7.03(b)(vii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows,
[Intentionally Omitted];



(v)    Section 7.03(b) is hereby amended by (1) deleting the word and at the end of clause (x) thereof, (2) deleting the period at the end of clause (xi) thereof and substituting therefor a semicolon and (3)
adding at the end thereof new clauses (xii), (xiii), (xiv), (xv), (xvi) and (xvii) to read as follows:



(xii)    Indebtedness in respect of the 2003 Second Lien Notes issued by the Borrower and guaranteed by the Subsidiary
Guarantors so long as (A) the Net Cash Proceeds from the incurrence of such Indebtedness (together with cash on hand and the Net Cash Proceeds from the incurrence of the 2003 Convertible



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Securities) are used for the Required 2003 Applications and (B) to the extent that there are Excess 2003 Proceeds Amounts, such Excess 2003 Proceeds Amounts
are either (1) applied to prepay, purchase, redeem, defease or otherwise retire in whole or in part the Early Maturity DHI Bonds not tendered in the 2003 Tender Offer, the Alpha Facility, the CoGen Facility or the Riverside Facility or to
voluntarily prepay the Term B Loans (whether through open market repurchases, redemptions, prepayments or otherwise) or permanently reduce the Revolving Credit Commitments (in which case the Borrower may retain a portion of the Excess 2003 Proceeds
Amounts equal to such reduction) or (2) deposited into and held either in a Deposit Account or a Securities Account (as each term is defined in the Security Agreement) until such time as such Excess 2003 Proceeds Amounts are used to prepay,
purchase, redeem, defease or otherwise retire any Early Maturity DHI Bonds not tendered in the 2003 Tender Offer, the Alpha Facility, the CoGen Facility or the Riverside Facility or to voluntarily prepay the Term B Loans (whether through open market
repurchases, redemptions, prepayments or otherwise) or permanently reduce the Revolving Credit Commitments (in which case the Borrower may retain a portion of the Excess 2003 Proceeds Amounts equal to such reduction), (C) the final maturity of such
Indebtedness shall not be earlier than July 31, 2010, (D) the terms and conditions (other than in respect of interest rate) of such Indebtedness (including with respect to the second lien nature of the Lien on the Collateral securing such
Indebtedness) are reasonably satisfactory to the Administrative Agents and (E) the interest rate in respect of such Indebtedness is not in excess of the then applicable market interest rate.



(xiii)    Indebtedness of the Parent
Guarantor and the Borrower in respect of the 2003 Convertible Securities so long as (A) the Net Cash Proceeds from the incurrence of such Indebtedness (together with cash on hand and the Net Cash Proceeds from the incurrence of the 2003 Second Lien
Notes) are used for the Required 2003 Applications, (B) to the extent that there are Excess 2003 Proceeds Amounts, such Excess 2003 Proceeds Amounts are either (1) applied to prepay, purchase, redeem, defease or otherwise retire in whole or in part
the Early Maturity DHI Bonds not tendered in the 2003 Tender Offer, the Alpha Facility, the CoGen Facility or the Riverside Facility or to voluntarily prepay the Term B Loans (whether through open market repurchases, redemptions, prepayments or
otherwise) or permanently reduce the Revolving Credit Commitments (in which case the Borrower may retain a portion of the Excess 2003 Proceeds Amounts equal to such reduction) or (2) deposited into and held either in a Deposit Account or a
Securities Account (as each term is defined in the Security Agreement) until such time as such Excess 2003 Proceeds Amounts are used to prepay, purchase, redeem, defease or otherwise retire any Early Maturity DHI Bonds not tendered in the 2003
Tender Offer, the Alpha Facility, the CoGen Facility or the Riverside Facility or to voluntarily prepay the Term B Loans (whether through open market repurchases, redemptions, prepayments or otherwise) or permanently reduce the Revolving Credit
Commitments (in which case the Borrower may retain a portion of the Excess 2003 Proceeds Amounts equal to such reduction), (C) the final maturity of such Indebtedness shall not be earlier than July 31, 2023, (D) the



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terms and conditions of such Indebtedness (other than in respect of interest rate) are reasonably satisfactory to the Administrative Agents and (E) the
interest rate in respect of such Indebtedness is not in excess of the then applicable market interest rate.



(xiv)    Indebtedness of the Parent Guarantor in respect of the 2003 Junior Unsecured Subordinated Notes in an aggregate original
principal amount not to exceed $225 million so long as (x) the final maturity of such Indebtedness shall not be earlier than January 1, 2016, (y) the terms and conditions of such Indebtedness are reasonably satisfactory to the Administrative Agents
and (z) such Indebtedness is issued to Chevron USA in connection with the CVX Restructuring Transaction;



(xv)    additional Indebtedness issued by the Borrower and guaranteed by the Subsidiary Guarantors so long as (v) 50% of the Net Cash
Proceeds of such Indebtedness is applied as required by the provisions of Section 2.05(b)(iv), (w) such Indebtedness is secured on a second priority basis by a Lien on the Collateral, (x) the final maturity of such Indebtedness shall not be
earlier than July 31, 2010, (y) the terms and conditions of such Indebtedness (other than in respect of interest rate and final maturity but including the second lien nature of the Lien on the Collateral securing such Indebtedness) are no less
favorable to the Lenders than the terms and conditions of the 2003 Second Lien Notes or otherwise reasonably satisfactory to the Administrative Agents and (z) the interest rate in respect of such Indebtedness is not in excess of the then applicable
market interest rate;



(xvi)    additional
Indebtedness issued by the Parent Guarantor and guaranteed by the Borrower so long as (w) 50% of the Net Cash Proceeds of such Indebtedness is applied as required by the provisions of Section 2.05(b)(iv), (x) the final maturity of such
Indebtedness shall not be earlier than July 31, 2023, (y) the terms and conditions of such Indebtedness (other than in respect of interest rate and final maturity) are no less favorable to the Lenders than the terms and conditions of the 2003
Convertible Securities or otherwise reasonably satisfactory to the Administrative Agents and (z) the interest rate in respect of such Indebtedness is not in excess of the then applicable market interest rate; and



(xvii)    Indebtedness owed to CoGen Lyondell, Inc. or
DGPI Inc. so long as such Indebtedness is incurred in the ordinary course of business consistent with past practices relating to CoGen Lyondell, Inc. and DGPI Inc.;



(w)    Section 7.05(g) of the Credit Agreement is hereby amended by adding at the end
thereof the following proviso:



; provided,
further, that the amount of net cash proceeds retained by the Parent Guarantor and its Subsidiaries from a Disposition permitted pursuant to the terms of Section 7.05(h) as a result of the second and third provisos in clause (a) of the



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definition of Net Cash Proceeds shall be included in the calculation of Net Cash Proceeds for purposes of clause (ii) above;



(x)    Section 7.06 of the Credit
Agreement is hereby amended by (i) deleting the phrase prior to the Maturity Date in respect of the Term B Facility in line 4 thereof and substituting therefor the phrase prior to the latest Maturity Date in respect of the
Facilities outstanding from time to time and (ii) by restating clause (c) thereof in its entirety to read as follows:



(c) (i) so long as (A) no Default shall have occurred and be continuing or would result therefrom, (B) the aggregate amount of cash collateral
required to be pledged to Chevron USA on the Third Amendment Effective Date shall be reduced to the amount necessary to secure projected obligations for not more than one month and (C) the 2003 Proceeds are at least $1.5 billion, the Parent
Guarantor may consummate the CVX Restructuring Transaction and make a cash payment to Chevron USA of no more than $225 million in connection with the CVX Restructuring Transaction, (ii) if the CVX Restructuring Transaction does not occur as part of
the 2003 Refinancing Transactions, so long as no Default shall have occurred and be continuing or would result therefrom, the Parent Guarantor may purchase, redeem or otherwise acquire, or make any payment in respect of the Chevron Preferred Stock
in an aggregate amount equal to the lesser of the Payment Basket at such time and $50 million so long as (A) the Borrower makes a voluntary prepayment of the Facilities pursuant to Section 2.05(a) in an aggregate amount equal to three times
the aggregate cash payment made pursuant to this clause (c), (B) the Liquidity of the Parent Group (x) for the ten day period immediately preceding any such payment and (y) at the time of such payment (after giving effect to such payment) is
at least $500 million and (C) any amendment, modification or change to any term or condition of the Chevron Preferred Stock made in connection with such payment, purchase or redemption is on terms reasonably acceptable to the Required Lenders and
the Collateral Agent and (iii) so long as no Default shall have occurred and be continuing or would result therefrom, from time to time, the Parent Guarantor may pay cash dividends in respect of the 2003 Convertible Preferred Stock in an aggregate
amount equal to the Payment Basket at such time so long as (A) the Borrower makes a voluntary prepayment of the Facilities (or, in the case of the Revolving Credit Facility, a permanent reduction of such Facility) pursuant to Section 2.05(a)
in an aggregate amount equal to (x) in respect of any payments made pursuant to this Section 7.06(c) that constitute the first $100 million of the Payment Basket used in accordance with the terms of this Agreement, the amount of such cash
dividends, (y) in respect of any payments made pursuant to this Section 7.06(c) that constitute any portion of the second $100 million of the Payment Basket used in accordance with the terms of this Agreement, two times the amount of such
cash dividends and (z) in respect of any payments made pursuant to this Section 7.06(c) that constitute the final $100 million of the Payment Basket used in accordance with the terms of this Agreement, three times the amount of such cash
dividends and (B) the Liquidity of the Parent Group at the time of such payment (after giving effect to such payment) is at least $500 million;



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(y)    Section 7.08 of the Credit Agreement is hereby amended by
inserting the following sentence at the end thereof:



Notwithstanding anything in this Section 7.08 to the contrary, the CVX Restructuring Transaction shall not be prohibited by the terms of this Section 7.08;



(z)    Section 7.09 of the Credit
Agreement is hereby amended by inserting the following after the words any other Loan Document in line 3 thereof, , any agreement or instrument governing the terms of the 2003 Second Lien Notes, the 2003 Convertible Securities, and
any Indebtedness permitted to be incurred pursuant to Section 7.03(b)(xv) or (xvi);



(aa)    Section 7.11(a) of the Credit Agreement is hereby amended by deleting the ratios set forth therein and
replacing such ratios with such ratios as the Administrative Agents and the Parent Guarantor shall reasonably determine to be the equivalent of the deleted ratios taking into account solely the changes in Consolidated Secured Indebtedness to occur
in connection with the Third Amendment Effective Date and utilizing the same projections and methodologies used in determining such deleted ratios and giving effect to any cushion included in the determination of such deleted ratios.



(bb)    Section 7.15 of
the Credit Agreement is hereby amended by (i) adding at the end of clause (ii) thereof the following phrase:



other than, at any time that the Term B Loans are outstanding, any mandatory prepayment under the 2003 Junior Unsecured Subordinated Notes arising
from a Disposition of Term B Collateral (so long as, in the case of any prepayment of the 2003 Junior Unsecured Subordinated Notes, the Facilities have been prepaid (or, in the case of the Revolving Credit Facility, a permanent reduction of such
Facility) to the extent required by Section 2.05(b));



(ii) adding immediately after the phrase any Indebtedness under the Indentures in clause (iii) thereof the following parenthetical (other than the Early Maturity DHI Bonds), (iii) amending clause (iv) thereof in its
entirety to read as follows:



(iv) the
repurchase (or the making of any payment in respect of an exchange offer for such Indebtedness) of any Indebtedness under the Indentures (other than the Early Maturity DHI Bonds) in an aggregate amount equal to the Payment Basket at such time so
long as (A) the Liquidity of the Parent Group (1) for the ten day period immediately preceding such repurchase or payment and (2) at the time of such repurchase (after giving effect to such repurchase or payment) is at least $500 million, (B) the
aggregate amount applied in respect of the Late Maturity DHI Bonds is not more than $100 million and (C) the Borrower prepays the Facilities pursuant to Section 2.05(a) at the time of such repurchase in an amount equal to (1) in respect of
any payments pursuant to this clause (iv) that constitute any portion of the first $100 million of the Payment Basket used in accordance with the terms of this Agreement, the aggregate amount paid in



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connection with such repurchase (or, if more than $50 million of such repurchases are in respect of the Late Maturity DHI Bonds, the sum of (x) the aggregate
amount paid in connection with such repurchase (other than in respect of the Late Maturity DHI Bonds) plus (y) the aggregate amount up to $50 million paid in connection with such repurchase in respect of the Late Maturity DHI Bonds
plus (z) two times the aggregate amount paid in excess of $50 million in respect of the Late Maturity DHI Bonds), (2) in respect of any payments pursuant to this clause (iv) that constitute any portion of the second $100 million of the
Payment Basket used in accordance with the terms of this Agreement, two times the aggregate amount paid in connection with such repurchases and (3) in respect of any payments pursuant to this clause (iv) that constitute any portion of the third $100
million of the Payment Basket, three times the aggregate amount paid in connection with such repurchase,



(iv) (A) deleting the word or immediately after the semi-colon following the words in respect of such prepayment at the end of
clause (vii) and substituting therefor a new clause heading (viii) and (B) replacing clause heading (viii) with a new clause heading (ix), and (v) adding the following clause (x) immediately after clause (ix):



and (x) the prepayment, redemption or repurchase of the Early Maturity
DHI Bonds, the CoGen Facility, the Riverside Facility or the Alpha Facility either (A) with the 2003 Proceeds as required or permitted pursuant to Section 7.03(b)(xii) and (xiii) or (B) with the Net Cash Proceeds from Extraordinary Receipts
or the issuance of Junior Indebtedness or Equity Issuances, in each case that are not required to prepay any other Indebtedness pursuant to the terms of any of the Loan Documents and that are not used pursuant to clause (iii) above, or with cash on
hand so long as, in the case of any prepayment of the Riverside Facility or the Alpha Facility (other than pursuant to clause (A) above), the Liquidity of the Parent Group (x) for the ten day period immediately preceding such prepayment and (y) at
the time of such prepayment (after giving effect to such repayment) is at least $500 million;



(cc)    Section 7.17(a) of the Credit Agreement is hereby amended by inserting at the end of the first sentence
thereof a new clause (iv) to read as follows:



or (iv)
any Swap Contracts entered into to hedge against fluctuations in interest rates or currency incurred in the ordinary course of business and consistent with prudent business practice;



(dd)    Section 7.17(b) of the Credit
Agreement is hereby amended and restated in its entirety and replaced with the following:



(b) Other than as set forth in Section 7.17(a) above, the Parent Guarantor and its Subsidiaries shall not enter into any Swap Contracts.;



(ee)    Section 7.20 of the Credit
Agreement is hereby amended and restated in its entirety and replaced with the following, [Intentionally Omitted];



12



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(ff)     Section 7.21 of the Credit Agreement is hereby amended by
inserting the following sentence at the end thereof:



Notwithstanding anything in this Section 7.21 to the contrary, the CVX Restructuring Transaction shall not be prohibited pursuant to the terms of this Section 7.21.;



(gg)    Section 9.01 of the Credit
Agreement is hereby amended by adding to the end thereof a new subsection (d) to read as follows:



(d) Each of the Lenders hereby irrevocably authorizes the Agents to enter into intercreditor arrangements on behalf of such Lender in respect of the
2003 Second Lien Notes and such other Indebtedness issued in accordance with the provisions of Section 7.03(b)(xv).;



(hh)    Section 10.04 of the Credit Agreement is hereby amended by (i) deleting the phrase the Maturity Date in
respect of the Term B Facility in clause (b) of the second sentence thereof and substituting therefor the phrase the latest Maturity Date in respect of the Facilities outstanding from time to time and (ii) deleting the phrase
the Maturity Date in respect of the Term B Facility in clause (iii) of the third sentence thereof and substituting therefor the phrase the latest Maturity Date in respect of the Facilities outstanding from time to time;



(ii)    Section 10.07 of
the Credit Agreement is hereby amended by deleting the phrase the Maturity Date in respect of the Term B Facility in clause (a)(ii) thereof and substituting therefor the phrase the latest Maturity Date in respect of the Facilities
outstanding from time to time;



(jj)    Schedules 5.08(d), 5.08(e), 5.13(e) and 11.02 to the Credit Agreement are hereby amended and restated in their entirety and replaced as set forth on Schedule 1 hereto; and



(kk)    Schedules I  VI to the
Shared Security Agreement are hereby amended and restated in their entirety and replaced as set forth on Schedule 2 hereto.



SECTION 2.    Conditions to Effectiveness.  This Amendment (other than the provisions of Section 1) shall become
effective as of the first date on which the Administrative Agents shall have received counterparts of this Amendment duly executed by each of the Loan Parties and the Supermajority Lenders. The provisions of Section 1 of this Amendment shall become
effective on the first date (the Effective Date) on which, on or prior to September 15, 2003, and only if, the Administrative Agents have received confirmation of each of the following, each in form and substance
satisfactory to the Administrative Agents:



(a)    Execution of Counterparts.  The Administrative Agents shall have received counterparts of this Amendment duly executed by each of the Loan Parties and the Supermajority Lenders.



13



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(b)    Payment of Fees and Expenses.  Upon the
occurrence of the Effective Date, the Borrower shall pay to the Payment Agent, for the benefit of the applicable Lenders, a fee equal to 0.20% of (i) the aggregate amount of the Revolving Credit Commitment of each Lender as of the date hereof and
(ii) the aggregate outstanding principal amount of Term B Loans owed to each Lender as of the date hereof (in each case, after giving pro forma effect to the 2003 Refinancing Transactions) that has executed and delivered this Amendment on or
before July 24, 2003. In addition, the Administrative Agents shall have determined that all agency, custodial, filing service, collateral trustee, legal and other fees and disbursements incurred in connection with this Amendment and invoiced through
the day immediately prior to the Effective Date, including all fees of the Administrative Agents and its counsel, shall have been paid in full by the Borrower.



(c)    No Default.  No event shall have occurred and be continuing that constitutes a Default.



(d)    Refinancing.  Not less than $1,200,000,000 of 2003 Proceeds shall have been received by the Borrower and the Parent Guarantor in the aggregate from the issuance of 2003 Second Lien Notes and 2003
Convertible Securities by the Borrower and the Parent Guarantor, respectively, on terms (other than in respect of interest rate) reasonably satisfactory to the Administrative Agents and with an interest rate not exceeding market terms at such time.



(e)    Certificate.  A certificate from the secretary or assistant secretary of the Borrower and each Guarantor dated the Effective Date and certifying (i) that attached thereto is a true and complete
copy of resolutions duly adopted by the Board of Directors of the Borrower or such Guarantor, as the case may be, authorizing the execution, delivery and performance of this Amendment and the matters contemplated hereby, and that such resolutions
have not been modified, rescinded or amended and are in full force and effect and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and the matters contemplated hereby.



(f)    Opinions.  Favorable written opinions of OMelveny & Myers LLP, counsel for the Borrower, the General Counsel or Assistant General Counsel of the Borrower, in each case, dated the
Effective Date and addressed to the Administrative Agents and the Lenders as to such matters as the Administrative Agents may reasonably request, and such other opinions reasonably requested by the Administrative Agents.



SECTION 3.    Confirmation of Representations and
Warranties and Certain Acknowledgements and Agreements.  The Borrower hereby represents and warrants, on and as of the Effective Date, that the representations and warranties contained in the Credit Agreement are correct and true in
all material respects on and as of the date hereof, before and after giving effect to this Amendment, as though made on and as of the date hereof, other than any such representations or warranties that, by their terms, refer to a specific date. The
Borrower agrees that all provisions of Section 11.05 of the Credit Agreement are in full force and effect and cover the entering into of this Amendment and the transactions contemplated hereby.



14



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SECTION 4.    Execution in Counterparts.  This Amendment may be
executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.



SECTION 5.    Governing Law.  This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York, and shall be subject to the jurisdictional and service provisions of the Credit Agreement, as if this were a part of the Credit Agreement.



SECTION 6.    Entire Agreement;
Modification.  This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, there being no other agreements or understandings, oral, written or otherwise, respecting such subject
matter, any such agreement or understanding being superseded hereby, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and may not be amended, extended or otherwise modified, except in
a writing executed in whole or in counterparts by each party hereto.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.



15



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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as provided herein.



DYNEGY HOLDINGS INC., as BorrowerBy:

/s/    Robert T. RayName:  Title:

Robert T. RaySr. Vice President-Treasurer












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DYNEGY POWER CORP. DPC II INC. DYNEGY ENGINEERING, INC. DYNEGY SERVICES, INC. DYNEGY POWER MANAGEMENT SERVICES, L.P.,By:

Dynegy Services, Inc., its general partner








CALCASIEU POWER, INC. DYNEGY OPERATING COMPANY DYNEGY PARTS AND TECHNICAL SERVICES, INC. DYNEGY POWER MANAGEMENT SERVICES,
INC. HEP COGEN, INC. NORTHWAY COGEN, INC. DYNEGY POWER INVESTMENTS, INC. DYNEGY POWER SERVICES, INC. DYNEGY POWER NEVADA, INC. MICHIGAN COGEN, INC. MICHIGAN POWER, INC. MICHIGAN POWER HOLDINGS, INC. OCG COGEN, INC. OYSTER CREEK COGEN, INC. PORT ARTHUR COGEN, INC. RRP COMPANY DPC COLOMBIAOPON POWER RESOURCES COMPANY TERMO SANTANDER HOLDING,
LLC RIVERSIDE GENERATION, INC. RIVERSIDE GENERATING COMPANY, L.L.C. ROLLING HILLS GENERATION, INC. DYNEGY RENAISSANCE POWER, INC. DYNEGY NORTHEAST GENERATION, INC. HUDSON POWER, L.L.C. DYNEGY MIDSTREAM GP, INC. DYNEGY MIDSTREAM SERVICES, LIMITED
PARTNERSHIPBy:

Dynegy Midstream G.P., Inc., its general partner




By:

/s/    Robert T. RayRobert T. Ray Sr. Vice President-Treasurer














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DYNEGY LIQUIDS MARKETING AND TRADE DYNEGY OPI, LLC DYNEGY NGL PIPELINE COMPANY, LLC DYNEGY INTRASTATE PIPELINE, LLC DYNEGY ENERGY PIPELINE COMPANY LLC DYNEGY UPPER HOLDINGS, L.L.C. DYNEGY HOLDING COMPANY, L.L.C. DMG ENTERPRISES, INC. HAVANA DOCK ENTERPRISES, LLC DMT HOLDINGS, INC. DMT G.P., L.L.C. DMT HOLDINGS, L.P. DYNEGY MARKETING AND TRADE DYNEGY COAL TRADING & TRANSPORTATION, L.L.C. NGC STORAGE, INC. BLACK THUNDER MEMBER, INC. PARISH POWER, INC. CALCASIEU POWER, LLC DELTA COGEN, INC. DYNEGY POWER HOLDINGS, INC. COGEN POWER, INC. COGEN POWER, L.P.By:

CoGen Power, Inc., its general partner




DYNEGY LIQUIDS G.P., L.L.C.By:

Dynegy Midstream Services, Limited Partnership, its sole memberBy:

Dynegy Midstream G.P., Inc. its general partner








DYNEGY INC.By:

/s/ Robert T. RayRobert T. Ray Sr. Vice President-Treasurer


















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MIDSTREAM BARGE COMPANY, L.L.C. DYNEGY REGULATED HOLDINGS, LLCBy:

/s/ Robert T. RayRobert T. Ray Vice President-Treasurer
















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BG HOLDINGS, INC. BLACK MOUNTAIN COGEN, INC. BLUEGRASS GENERATION, INC. BLUEGRASS GENERATION COMPANY, L.L.C. DYNEGY CABRILLO II LLC BLUE RIDGE GENERATION INC. BLUE RIDGE GENERATION LLC CHICKAHOMINY GENERATING COMPANY CHICKAHOMINY POWER, LLC FLORIDA MERCANTILE POWER, INC. PALMETTO POWER, L.L.C. GASIFICATION SERVICES, INC. GEORGIA MERCANTILE POWER, INC. HEARD COUNTY POWER, L.L.C. HART COUNTY IPP, INC. HARTWELL INDEPENDENT POWER PARTNERS, INC. HARTWELL POWER COMPANY DYNEGY DANSKAMMER, L.L.C. DYNEGY ROSETON, L.L.C. DYNEGY HUDSON POWER RETAIL, L.L.C. DYNEGY GLOBAL ENERGY, INC. DYNEGY BROADBAND MARKETING AND TRADE DYNEGY GP INC. DYNEGY TECHNOLOGY CAPITAL CORP. DYNEGY STRATEGIC INVESTMENTS, L.P.By:

Dynegy Strategic Investments GP, L.L.C., its general partner






DYNEGY STRATEGIC INVESTMENTS GP, L.L.C. RENAISSANCE POWER, L.L.C. ROLLING HILLS GENERATING, L.L.C. DYNEGY POWER MARKETING, INC.By:

/s/ Charles C. CookCharles C. Cook Vice President














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DYNEGY ENERGY SERVICES, INC. ILLINOIS POWER ENERGY, INC. DES NORTHEAST, INC. DEM GP, LLC DYNEGY ENERGY MARKETING, LPBy:

DEM GP, LLC, its general partner




DYNEGY ADMINISTRATIVE SERVICES COMPANY NIPC, INC. DFS L.P., LLC DFS GENERAL PARTNER, LLC DYNEGY FINANCIAL SERVICES, LIMITED PARTNERSHIP DYNEGY CATLIN MEMBER, INC. DYNEGY MIDWEST GENERATION, INC. DYNEGY I.T., INC. CHESAPEAKE POWER, INC. JAMES RIVER ENERGY CORP. DPC POWER RESOURCES HOLDING COMPANY DRY CREEK POWER, INC. ROCKINGHAM POWER, L.L.C. DYNEGY POWER DEVELOPMENT COMPANYBy:

/s/ Charles C. CookCharles C. Cook Vice President














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DYNEGY MANAGEMENT, INC. DMS LP, INC. DMT L.P., L.L.C. DYNEGY STRATEGIC INVESTMENTS LP, INC. DEM LP, LLCBy:

/s/ Larry F. AltenbaumerLarry F. Altenbaumer President












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CITIBANK, N.A., as Administrative Agent,Payment Agent and LenderBy:

/s/ Susan McManigalName

Susan McManigalTitle:

Senior Vice President




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BANK OF AMERICA, N.A., as AdministrativeAgent and LenderBy:

/s/ Clara Yang StrandName:

Clara Yang StrandTitle:

Managing Director




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BANK ONE, NABy:

/s/ Richard P. BroussardName:

Richard P. BroussardTitle:

First Vice President




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JPMORGAN CHASE BANKBy:

/s/ Robert W. TrabandName:

Robert W. TrabandTitle:

Vice President




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THE TORONTO-DOMINION BANKBy:

/s/ Jill HallName:

Jill HallTitle:

Mngr. Credit Admin.




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ABN AMRO BANK N.V.By:

/s/ John D. Reed, CFAName:

John D. Reed, CFATitle:

Vice PresidentBy:

/s/ Quandra L. KelleyName:

Quandra L. KelleyTitle:

Assistant Vice President




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Credit Lyonnais New York BranchBy:

/s/ Olivier AudemandName:

Olivier AudemandTitle:

Senior Vice President




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CREDIT SUISSE FIRST BOSTON, Cayman Island BranchBy:

/s/ David L. SawyerName:

David L. SawyerTitle:

DirectorBy:

/s/ Sharon M. MeadowsName:

Sharon M. MeadowsTitle:

Managing Director




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LEHMAN COMMERCIAL PAPER INC.By:

/s/ Jane E. GillardName:

Jane E. GillardTitle:

Authorized Signatory




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ROYAL BANK OF CANADABy:

/s/ David A. McCluskeyName:

David A. McCluskeyTitle:

Manager




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SOCIETE GENERALEBy:

/s/ Beth HunterName:Title:




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WESTLB AG, New York BranchBy:

/s/ Duncan RobertsonName:

Duncan RobertsonTitle:

Executive Director




By:

/s/ Salvatore BattinelliName:

Salvatore BattinelliTitle:

Managing Director, Credit Department




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DEUTSCHE BANK AGBy:

/s/ Michael E. KeatingName:

Michael E. KeatingTitle:

Managing Director




By:

/s/ Joel MakowskyName:

Joel MakowskyTitle:

Director






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MERRILL LYNCH CAPITAL CORP.By:

/s/ Carol J.E. FeeleyName:

Carol J.E. FeeleyTitle:

Vice President




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THE BANK OF NOVA SCOTIABy:

/s/ Lee OrigoniName:

Lee OrigoniTitle:

Assistant General Manager




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CREDIT AGRICOLE INDOSUEZBy:

/s/ Kathleen M. SweeneyName:

Kathleen M. SweeneyTitle:

Vice President




By:

/s/ John McCloskeyName:

John McCloskeyTitle:

First Vice President








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FLEET NATIONAL BANKBy:

/s/ Peggy PeckamName:

Peggy PeckamTitle:

Senior Workout Officer




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FLEET CAPITAL CORPORATIONBy:

/s/ Terrence W. AllenName:

Terrence W. AllenTitle:

Vice President




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GOLDMAN SACHS CREDIT PARTNERS, L.P.By:

/s/ John MakrinosName:

John MakrinosTitle:

Authorized Signatory




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MIZUHO CORPORATE BANK, LTD.By:

/s/ Noel PurcellName

Noel PurcellTitle:

Senior Vice President






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COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHESBy:

/s/ David A. BennettName:

David A. BennettTitle:

Assistant Vice President




By:

/s/ Birgit PacekName:

Birgit PacekTitle:

Assistant Cashier










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BEAR STEARNS & CO., INC.By:

/s/ Keith C. BarnishName:

Keith C. BarnishTitle:

Senior Managing Director




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MERRILL LYNCH, PIERCE, FENNER & SMITHBy:

/s/ Graham GoldsmithName:

Graham GoldsmithTitle:

Managing Director




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CITIGROUP FINANCIAL PRODUCTS INC.By:

/s/ Shawn BernetName:

Shawn BernetTitle:

Assistant Vice President




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OPPENHEIMER SENIOR FLOATING RATE FUNDBy:

/s/ Lisa ChaffeeName:

Lisa ChaffeeTitle:

Manager




---

SEMINOLE FUNDING LLCBy:

/s/ Ann E. MorrisName:

Ann E. MorrisTitle:

Asst. Vice President




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TRS THEBE LLCBy:

/s/ Deborah OKeeffeName:

Deborah OKeeffeTitle:

Vice President




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UBS AG, STAMFORD BRANCHBy:

/s/ Anthony N. JosephName:

Anthony N. JosephTitle:

Associate DirectorBy:

/s/ Janice L. RandolphName:

Janice L. RandolphTitle:

Associate Director




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BEAR STEARNS INVESTMENT PRODUCTS INC.By:

/s/ Keith C. BarnishName:

Keith C. BarnishTitle:

Executive Vice President




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CENTURION CDO II, LTD.By:

/s/  Leanne StavrakisName:

Leanne StavrakisTitle:

Director  Operations




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CENTURION CDO III, LTDBy:

/s/  Leanne StavrakisName:

Leanne StavrakisTitle:

Director  Operations




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CENTURION CDO VI, LTDBy:

/s/  Leanne StavrakisName:

Leanne StavrakisTitle:

Director  Operations




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HBK MASTER FUND L.P.By:Name:Title:




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LAGUNA FUNDING LLCBy:

/s/ Ann E. MorrisName:

Ann E. MorrisTitle:

Asst. Vice President




---

SEQUILS-CENTURION V, LTD.By:

/s/ Leanne StavrakisName:

Leanne StavrakisTitle:

Director  Operations




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SPECIAL SITUATIONS INVESTING GROUP, INC.By:

/s/ ROBERT S.
PANELLIName:

Robert S. PanelliTitle:

Authorized Signatory




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Acknowledged on the date hereof by:





WILMINGTON TRUST COMPANY,

not in its individual capacity,

but solely as corporate trustee





|    | 
|--- | 
|By: | 
|    | 
|    | 





JOHN M. BEESON, JR.,

not in his individual capacity,

but solely as individual trustee





|                       
|-----------------------
|/s/ John M. Beeson, Jr.



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LENDER CONSENT



This LENDER CONSENT dated as of August 1 , 2003 (this
Consent), to the Third Amendment to the Loan Documents dated as of July 15, 2003 (such third amendment, as so amended, being the Third Amendment), among Dynegy Holdings Inc., as the borrower (the
Borrower), Dynegy Inc., as the parent guarantor (the Parent Guarantor), Citibank, N.A. and Bank of America, N.A., as administrative agents (the Administrative Agents) for
the Lenders, Bank One, NA (Main Office Chicago), as Collateral Agent for the Lenders, and the various banks, financial institutions and other lenders parties thereto. Capitalized terms used without definition in this Consent shall have the meanings
set forth in the Third Amendment.



W I T N E S S E T
H:



WHEREAS, pursuant to Section 1(v) of the Third
Amendment, (i) a new clause (xii)(C) had been added to Section 7.03(b) of the Credit Agreement which set forth a maturity date for the 2003 Second Lien Notes of not earlier than July 31, 2010 (such date being, the Original Minimum
Maturity Date) and (ii) a new clause (xv)(x) had been added to Section 7.03(b) of the Credit Agreement which set forth a maturity date for additional secured (on a second priority basis) Indebtedness of not earlier than the Original
Minimum Maturity Date;.



WHEREAS, the Borrower has requested,
that the Required Lenders (as defined in the Credit Agreement) consent to modify the Original Minimum Maturity Date as hereinafter set forth;



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions
hereof, the parties hereto agree as follows:



SECTION 1.
Consent. By its signature below, the undersigned hereby consents that the Original Minimum Maturity Date shall be not earlier than June 30, 2008. This Consent shall become effective upon the receipt by the Administrative Agents of signed
counterparts to this Consent by the Required Lenders (as defined in the Credit Agreement).



SECTION 2. Execution in Counterparts. This Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Consent by telecopier shall be effective as delivery of a manually executed counterpart of this
Consent.



SECTION 3. Governing Law. This Consent shall
be governed by, and construed in accordance with, the laws of the State of New York, and shall be subject to the jurisdictional and service provisions of the Credit Agreement, as if this were a part of the Credit Agreement.



[SIGNATURE PAGES TO FOLLOW ON NEXT PAGE]



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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



CITIBANK, N.A., as Administrative Agent, Payment Agent and LenderBy:

/s/    SUSAN
MCMANIGALName:

Susan McManigalTitle:

Senior Vice President




---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



BANK OF AMERICA, N.A., as Administrative Agent and LenderBy:

/s/    CLARA YANG
STRANDName:

Clara Yang StrandTitle:

Managing Director




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



BANK ONE, NA, as Collateral Agent, L/C Issuer and LenderBy:

/s/    KERRY
SHREFFLERName:

Kerry D. ShrefflerTitle:

Vice President




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



JPMORGAN CHASE BANKBy:

/s/    ROBERT W.
TRABANDName:

Robert W. TrabandTitle:

Vice President




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



THE TORONTO-DOMINION BANKBy:

/s/    JILL HALLName:

Jill HallTitle:

Mngr. Credit Admin.




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



ABN AMRO BANK N.V.By:

/s/    C. DAVID ALLMANName:

C. David AllmanTitle:

Vice President




By:

/s/    JOHN D. REEDName:

John D. Reed, CFATitle:

Vice President






---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



CREDIT LYONNAIS NEW YORK BRANCHBy:

/s/    Jean-Marc MorianiName:

Jean-Marc MorianiTitle:

Chief Executive Officer






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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



CREDIT SUISSE FIRST BOSTON, Cayman Island BranchBy:

/s/    DAVID L. SAWYERName:

David L. SawyerTitle:

Director




By:

/s/    SHARON M. MEADOWSName:

Sharon M. MeadowsTitle:

Managing Director






---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



LEHMAN COMMERCIAL PAPER INC.By:

/s/    JANE E. GILLARDName:

Jane E. GillardTitle:

Authorized Signatory








---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



ROYAL BANK OF CANADABy:Name:Title:




---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



SOCIETE GENERALEBy:

/s/    ELIZABETH HUNTERName:

Elizabeth HunterTitle:

Director




---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



WESTLB AG, NEW YORK BRANCHBy:

/s/    DUNCAN
ROBERTSONName:

Duncan RobertsonTitle:

Executive Director




By:

/s/    Salvatore
BattinelliName:

Salvatore BattinelliTitle:

Managing Director




---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



DEUTSCHE BANK AG NEW YORK BRANCHBy:

/s/    JOEL
MAKOWSKYName:

Joel MakowskyTitle:

DirectorBy:

/s/    OLIVIER
RIEDINGERName:

Olivier RiedingerTitle:

Vice President




---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



MERRILL LYNCH CAPITAL CORP.By:Name:Title:




---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



THE BANK OF NOVA SCOTIABy:

/s/    DAVID
DAUMName:

David DaumTitle:

Vice President




---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



CREDIT AGRICOLE INDOSUEZBy:Name:Title




---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



FLEET NATIONAL BANKBy:

/s/    PEGGY PECKHAMName:

Peggy PeckhamTitle:

Senior Workout Officer




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



FLEET CAPITAL CORPORATIONBy:

/s/    Terrence W. AllenName:

Terrence W. AllenTitle:

Vice President




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



GOLDMAN SACHS CREDIT PARTNERS, L.P.By:Name:Title:




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



MIZUHO GLOBAL, LTD.By:

/S/    KAZUAKI KITABATAKEName:

Kazuaki KitabatakeTitle:

Deputy General Manager




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



CITIBANK, N.A., as Administrative Agent, Payment Agent and LenderBy:

/S/    SUSAN
MCMANIGALName:

Susan McManigalTitle:

Senior Vice President




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



Citadel Equity Fund, Ltd.

By: Citadel Limited Partnership, its Portfolio Manager

By: GLB Partners, L.P., its
General Partner

By: Citadel Investment Group, L.L.C., its General Partner



By:

/S/    Gerald BeesonName:

Gerald BeesonTitle:

CFO




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



Citadel Credit Trading Ltd.

By: Citadel Limited Partnership, its Portfolio Manager

By: GLB Partners, L.P., its
General Partner

By: Citadel Investment Group, L.L.C., its General Partner



By:

/S/    GERALD BEESONName:

Gerald BeesonTitle:

CFO




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
BRANCHESBy:

/s/    HARRY P.
YERGEyName:

Harry P. YergeyTitle:

Senior Vice President & Manager




By:

/s/    David A. BennettName:

David A. BennettTitle:

Assistant Vice President




---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



BEAR STEARNS & CO., INC.By:Name:Title:




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



MERRILL LYNCH, PIERCE, FENNER & SMITHBy:

/s/    GRAHAM GOLDSMITHName:

Graham GoldsmithTitle:

Managing Director






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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



CITIGROUP FINANCIAL PRODUCTS INC.By:

/S/    SHAWN BERNETName:Title:




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



Oppenheimer Senior FLOATING RATE FUNDBy:

/s/    BILL CAMPBELLName:

Bill CampbellTitle:

Manager








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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



SEMINOLE FUNDING LLCBy:

/s/    ANN E. MorrisName:

Ann E. MorrisTitle:

Asst. Vice President








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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



TRS THEBE LLCBy:Name:Title:






---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



UBS AGBy:Name:Title:






---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



BEAR STEARNS INVESTMENT PRODUCTS
INC.By:Name:Title:




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



CENTURION CDO II, LTD.By:

/s/    Leanne StavrakisName:

Leanne
StavrakisTitle:

Director-Operations




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IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



CENTURION CDO III, LTDBy:

/S/    LEANNE
STAVRAKISName:

Leanne StavrakisTitle:

Director-Operations




---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



CENTURION CDO VIBy:

/S/    LEANNE STAVRAKISName:

Leanne StavrakisTitle:

Director-Operations




---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



HBK MASTER FUND L.P.By:Name:Title:






---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



LAGUNA FUNDING LLCBy:Name:Title:






---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



SEQUILS-CENTURION V, LTD.By:

/s/    Leanne StavrakisName:

Leanne StavrakisTitle:

Director-Operations






---

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written.



SPECIAL SITUATIONS INVESTING GROUP,
INC.By:Name:Title:






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|ACKNOWLEDGED AND AGREED TO:  DYNEGY HOLDINGS
INC., as Borrower
|--------------------------------------------------------------
|                                                              
|By:                                                           
|Name:                                                         
|Title:                                                        



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DYNEGY POWER CORP. DPC II INC. DYNEGY ENGINEERING, INC. DYNEGY SERVICES, INC. DYNEGY POWER
MANAGEMENT SERVICES, L.P., By: Dynegy Services, Inc., its general partner CALCASIEU POWER, INC. DYNEGY OPERATING COMPANY DYNEGY PARTS
AND TECHNICAL SERVICES, INC. DYNEGY POWER MANAGEMENT SERVICES, INC. HEP COGEN, INC. NORTHWAY COGEN,
INC. DYNEGY POWER INVESTMENTS, INC. DYNEGY POWER SERVICES, INC. DYNEGY POWER NEVADA, INC. MICHIGAN COGEN, INC. MICHIGAN POWER,
INC. MICHIGAN POWER HOLDINGS, INC. OCG COGEN, INC. OYSTER CREEK COGEN, INC. RRP COMPANY DPC COLOMBIA  OPON
POWER RESOURCES COMPANY TERMO SANTANDER HOLDING, LLC RIVERSIDE GENERATION, INC. RIVERSIDE GENERATING COMPANY, L.L.C. ROLLING HILLS GENERATION, INC. DYNEGY
RENAISSANCE POWER, INC. DYNEGY NORTHEAST GENERATION, INC. HUDSON POWER, L.L.C. DYNEGY MIDSTREAM
GP, INC. DYNEGY MIDSTREAM SERVICES, LIMITED PARTNERSHIP By: Dynegy Midstream G.P., Inc., its general partner  ACKNOWLEDGED AND AGREED TO:By:

/s/    ROBERT T.
RAYRobert T. Ray Sr. Vice President-Treasurer




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DYNEGY LIQUIDS MARKETING AND TRADE DYNEGY OPI, LLC DYNEGY NGL PIPELINE
COMPANY, LLC DYNEGY INTRASTATE PIPELINE, LLC DYNEGY ENERGY PIPELINE COMPANY LLC DYNEGY UPPER HOLDINGS, L.L.C. DYNEGY HOLDING COMPANY, L.L.C. DMG
ENTERPRISES, INC. HAVANA DOCK ENTERPRISES, LLC DMT HOLDINGS, INC. DMT G.P., L.L.C. DMT HOLDINGS, L.P. DYNEGY MARKETING
AND TRADE DYNEGY COAL TRADING & TRANSPORTATION, L.L.C. NGC STORAGE, INC. BLACK THUNDER
MEMBER, INC. ILLINOVA CORPORATION ILLINOVA GENERATING COMPANY IGC GRIMES COUNTY, INC. IGC GRIMES FRONTIER, INC. IPG
FERNDALE, INC. IPG PARIS, INC. CHARTER OAK (PARIS) INC. ILLINOVA ENERGY PARTNERS, INC. PARISH POWER, INC. CALCASIEU POWER,
LLC DELTA COGEN, INC. DYNEGY POWER HOLDINGS, INC. COGEN POWER, INC. COGEN POWER, L.P. By: CoGen Power, Inc., its general partner DYNEGY LIQUIDS G.P., L.L.C. By:
Dynegy Midstream Services, Limited Partnership, its sole member By: Dynegy Midstream G.P., Inc. its
general partner DYNEGY INC.  ACKNOWLEDGED AND AGREED TO:By:

/s/    ROBERT T.
RAYRobert T. Ray Sr. Vice President-Treasurer




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MIDSTREAM BARGE COMPANY, L.L.C. DYNEGY REGULATED HOLDINGS, LLCACKNOWLEDGED AND AGREED TO:By:

/s/    ROBERT T. RAYRobert T. Ray Vice President-Treasurer






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BG HOLDINGS, INC. BLACK MOUNTAIN COGEN, INC. BLUEGRASS
GENERATION, INC. BLUEGRASS GENERATION COMPANY, L.L.C. DYNEGY CABRILLO II LLC BLUE RIDGE GENERATION INC. BLUE RIDGE GENERATION LLC CHICKAHOMINY GENERATING COMPANY CHICKAHOMINY POWER, LLC FLORIDA MERCANTILE POWER, INC. PALMETTO POWER, L.L.C. GASIFICATION SERVICES, INC. GEORGIA MERCANTILE POWER, INC. HEARD
COUNTY POWER, L.L.C. HART COUNTY IPP, INC. HARTWELL INDEPENDENT POWER PARTNERS, INC. HARTWELL POWER COMPANY DYNEGY DANSKAMMER, L.L.C. DYNEGY
ROSETON, L.L.C. DYNEGY HUDSON POWER RETAIL, L.L.C. DYNEGY GLOBAL ENERGY, INC. DYNEGY BROADBAND MARKETING AND TRADE DYNEGY GP INC. DYNEGY TECHNOLOGY
CAPITAL CORP. DYNEGY STRATEGIC INVESTMENTS, L.P. By: Dynegy Strategic Investments GP, L.L.C., its general partner DYNEGY STRATEGIC
INVESTMENTS GP, L.L.C. RENAISSANCE POWER, L.L.C. ROLLING HILLS GENERATING, L.L.C. DYNEGY POWER MARKETING, INC.ACKNOWLEDGED AND AGREED TO:By:

/s/    CHARLES C. COOKCharles C. Cook Vice President






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DYNEGY ENERGY SERVICES, INC. ILLINOIS POWER ENERGY, INC. DES
NORTHEAST, INC. DEM GP, LLC DYNEGY ENERGY MARKETING, LP By: DEM GP, LLC, its general partner DYNEGY ADMINISTRATIVE SERVICES COMPANY NIPC, INC. DFS L.P., LLC DFS GENERAL PARTNER, LLC DYNEGY FINANCIAL SERVICES, LIMITED PARTNERSHIP DYNEGY CATLIN
MEMBER, INC. DYNEGY MIDWEST GENERATION, INC. DYNEGY I.T., INC. CHESAPEAKE POWER, INC. JAMES RIVER ENERGY CORP. DPC POWER
RESOURCES HOLDING COMPANY DRY CREEK POWER, INC. ROCKINGHAM POWER, L.L.C. DYNEGY POWER DEVELOPMENT COMPANY  ACKNOWLEDGED AND AGREED TO:By:

/s/    CHARLES C.
COOKCharles C. Cook Vice President




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DYNEGY MANAGEMENT, INC. DMS LP, INC. DMT L.P., L.L.C. DYNEGY STRATEGIC INVESTMENTS LP, INC. DEM LP, LLC  ACKNOWLEDGED AND
AGREED TO:By:

/s/    LARRY F.
ALTENBAUMERLarry F. Altenbaumer President