Exhibit 10.1

 

WAIVER AND CONSENT TO CREDIT AGREEMENT

 

This WAIVER AND CONSENT TO CREDIT AGREEMENT (this “Waiver”) is entered into as of December 13, 2016, among Dynegy Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto and the Lenders party hereto.  Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

 

RECITALS

 

WHEREAS, the Borrower, the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”) and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”), are parties to that certain Credit Agreement, dated as of April 23, 2013 (as amended, restated, amended and restated, supplemented, waived, or otherwise modified prior to the date hereof, the “Credit Agreement”);

 

WHEREAS, pursuant to Section 5.02(f) of the Credit Agreement, subject to exceptions set forth therein, within five Business Days after each date on or after the Closing Date upon which the Borrower or any of its Restricted Subsidiaries receives any cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds, other than Excluded Proceeds, therefrom (any such Net Sale Proceeds, the “Asset Sale Proceeds Sweep Amount”) are required to be applied on such fifth Business Day as a mandatory repayment of Term Loans in accordance with the requirements of Sections 5.02(i) and (j) (the “Asset Sale Sweep Requirement”);

 

WHEREAS, pursuant to Section 5.02(g) of the Credit Agreement, subject to exceptions set forth therein, within five Business Days after each date on or after the Closing Date upon which the Borrower or any of its Restricted Subsidiaries receives any cash proceeds from any Recovery Event (other than Recovery Events where the Net Recovery Event Proceeds therefrom do not exceed $20,000,000), an amount equal to 100% of the Net Recovery Event Proceeds from such Recovery Event (any such Net Recovery Event Proceeds, the “Recovery Event Proceeds Sweep Amount” and, together with any Asset Sale Proceeds Sweep Amount, the “Sweep Amounts”) are required to be applied on such fifth Business Day as a mandatory repayment of Term Loans in accordance with the requirements of Sections 5.02(i) and (j) (the “Recovery Event Sweep Requirement” and, together with the Asset Sale Sweep Requirement, the “Sweep Requirements”);

 

WHEREAS, the Borrower hereby requests the Lenders to waive the Sweep Requirements in connection with any Sweep Amounts received by the Borrower or any of its Restricted Subsidiaries on or after the Waiver Effective Date and on or prior to the date that is 545 days after the Waiver Effective Date (the “Subject Sweep Amounts”) to the extent such Subject Sweep Amounts are applied to repay or prepay Revolving Loans (without the Lenders requiring any corresponding reduction of Revolving Loan Commitments or Total Revolving Loan Commitment) and/or other Indebtedness of the Borrower or its Restricted Subsidiaries that is secured by the Collateral on a pari passu basis with the Obligations (and, to the extent such other Indebtedness is revolving Indebtedness, without the Lenders requiring any corresponding reduction in commitments); and

 

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NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

SECTION 1.  Waiver and Consent.  The Lenders party hereto hereby waive the Sweep Requirements in connection with any Subject Sweep Amounts to the extent such Subject Sweep Amounts are applied to repay or prepay Revolving Loans (without the Lenders requiring corresponding reduction of Revolving Loan Commitments or Total Revolving Loan Commitment) and/or other Indebtedness of the Borrower or its Restricted Subsidiaries that is secured by the Collateral on a pari passu basis with the Obligations (and, to the extent such other Indebtedness is revolving Indebtedness, without the Lenders requiring any corresponding reduction in commitments).

 

SECTION 2.  Reference To And Effect Upon The Credit Agreement.  (a)  From and after the Waiver Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any other Credit Document, shall mean the Credit Agreement as modified hereby, and (ii) this Waiver shall constitute a Credit Document for all purposes of the Credit Agreement and the other Credit Documents.

 

(b) This Waiver is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.

 

SECTION 3.  Effectiveness.  This Waiver shall become effective at such time (the “Waiver Effective Date”) when this Waiver shall have been duly executed and delivered by the Borrower, the Subsidiaries of the Borrower that are Credit Parties on the Waiver Effective Date and Lenders constituting the Required Lenders.

 

SECTION 4.  Counterparts, Etc.  This Waiver may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.  Any party hereto may execute and deliver a counterpart of this Waiver by delivering by facsimile or other electronic transmission a signature page of this Waiver signed by such party, and any such facsimile or other electronic signature shall be treated in all respects as having the same effect as an original signature.  Section headings in this Waiver are included herein for convenience of reference only and shall not constitute part of this Waiver for any other purpose.

 

SECTION 5.  Governing Law; WAIVER OF JURY TRIAL.  This Waiver and the rights and obligations of the parties under this Waiver shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.  EACH OF THE PARTIES HERETO IRREVOCABLY AGREES TO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS WAIVER.

 

SECTION 6.  Jurisdiction.  Each of the parties hereto irrevocably and unconditionally (a) submits to the exclusive jurisdiction of any state or federal court sitting in the

 

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Borough of Manhattan in the City of New York (or any appellate court therefrom) over any suit, action or proceeding arising out of or relating to this Waiver, the transactions contemplated hereby or the performance of services hereunder and agrees that all claims in respect of any such suit, action or proceeding shall be heard and determined in such New York state, or to the extent permitted thereby, such federal court sitting in the Borough of Manhattan in the City of New York (or any appellate court therefrom) and (b) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit or the judgment or in any other matter provided by law.  You and we agree that service of any process, summons, notice or document by registered mail addressed to such person shall be effective service of process against such person for any suit, action or proceeding brought in any such court.  Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.

 

[Signature Pages to follow]

 

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IN WITNESS WHEREOF, this Waiver has been executed by the parties hereto as of the date first written above.

 

 

	
 
    	
DYNEGY   INC.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Clint C. Freeland
    
	
 
    	
 
    	
Name: Clint   C. Freeland
    
	
 
    	
 
    	
Title:   Executive   Vice President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BLACK   MOUNTAIN COGEN, INC.
    
	
 
    	
BLUE   RIDGE GENERATION LLC
    
	
 
    	
CASCO   BAY ENERGY COMPANY, LLC
    
	
 
    	
DIGHTON   POWER, LLC
    
	
 
    	
DYNEGY   ADMINISTRATIVE SERVICES COMPANY
    
	
 
    	
DYNEGY   COAL GENERATION, LLC
    
	
 
    	
DYNEGY   COAL HOLDCO, LLC
    
	
 
    	
DYNEGY   COAL INVESTMENTS HOLDINGS, LLC
    
	
 
    	
DYNEGY   COAL TRADING & TRANSPORTATION, L.L.C.
    
	
 
    	
DYNEGY   COMMERCIAL ASSET MANAGEMENT, LLC
    
	
 
    	
DYNEGY   CONESVILLE, LLC
    
	
 
    	
DYNEGY   DICKS CREEK, LLC
    
	
 
    	
DYNEGY   ENERGY SERVICES (EAST), LLC
    
	
 
    	
DYNEGY   ENERGY SERVICES, LLC
    
	
 
    	
DYNEGY   EQUIPMENT, LLC
    
	
 
    	
DYNEGY   FAYETTE II, LLC
    
	
 
    	
DYNEGY   GAS GENERATION, LLC
    
	
 
    	
DYNEGY   GAS HOLDCO, LLC
    
	
 
    	
DYNEGY   GAS IMPORTS, LLC
    
	
 
    	
DYNEGY   GAS INVESTMENTS HOLDINGS, LLC
    
	
 
    	
DYNEGY   GAS INVESTMENTS, LLC
    
	
 
    	
DYNEGY   GASCO HOLDINGS, LLC
    
	
 
    	
DYNEGY   GENERATION HOLDCO, LLC
    
	
 
    	
DYNEGY   GLOBAL LIQUIDS, INC.
    
	
 
    	
DYNEGY   HANGING ROCK II, LLC
    
	
 
    	
DYNEGY   KENDALL ENERGY, LLC
    
	
 
    	
DYNEGY   KILLEN, LLC
    
	
 
    	
DYNEGY   LEE II, LLC
    
	
 
    	
DYNEGY   MARKETING AND TRADE, LLC
    
	
 
    	
DYNEGY   MIAMI FORT, LLC
    
	
 
    	
DYNEGY   MIDWEST GENERATION, LLC
    
	
 
    	
DYNEGY   MORRO BAY, LLC
    
	
 
    	
DYNEGY   MOSS LANDING, LLC
    
	
 
    	
DYNEGY   OAKLAND, LLC
    
	
 
    	
DYNEGY   OPERATING COMPANY
    
	
 
    	
DYNEGY   POWER GENERATION INC.
    


 

 

Signature Page to Waiver to Dynegy Credit Agreement

 











 

	
 
    	
DYNEGY   POWER MARKETING, LLC
    
	
 
    	
DYNEGY   POWER, LLC
    
	
 
    	
DYNEGY   RESOURCE HOLDINGS, LLC
    
	
 
    	
DYNEGY   RESOURCE I, LLC
    
	
 
    	
DYNEGY   RESOURCE II, LLC
    
	
 
    	
DYNEGY   RESOURCE III, LLC
    
	
 
    	
DYNEGY   RESOURCES GENERATING HOLDCO, LLC
    
	
 
    	
DYNEGY   RESOURCES HOLDCO I, LLC
    
	
 
    	
DYNEGY   RESOURCES HOLDCO II, LLC
    
	
 
    	
DYNEGY   RESOURCES MANAGEMENT, LLC
    
	
 
    	
DYNEGY   SOUTH BAY, LLC
    
	
 
    	
DYNEGY   STUART, LLC
    
	
 
    	
DYNEGY   WASHINGTON II, LLC
    
	
 
    	
DYNEGY   ZIMMER, LLC
    
	
 
    	
ELWOOD   ENERGY HOLDINGS II, LLC
    
	
 
    	
ELWOOD   ENERGY HOLDINGS, LLC
    
	
 
    	
ELWOOD   EXPANSION HOLDINGS, LLC
    
	
 
    	
EQUIPOWER   RESOURCES CORP.
    
	
 
    	
HAVANA   DOCK ENTERPRISES, LLC
    
	
 
    	
ILLINOVA   CORPORATION
    
	
 
    	
KINCAID   ENERGY SERVICES COMPANY, LLC
    
	
 
    	
KINCAID   GENERATION, L.L.C.
    
	
 
    	
KINCAID   HOLDINGS, LLC
    
	
 
    	
LAKE   ROAD GENERATING COMPANY, LLC
    
	
 
    	
LIBERTY   ELECTRIC POWER, LLC
    
	
 
    	
MASSPOWER   HOLDCO, LLC
    
	
 
    	
MASSPOWER   PARTNERS I, LLC
    
	
 
    	
MASSPOWER   PARTNERS II, LLC
    
	
 
    	
MILFORD   POWER COMPANY, LLC
    
	
 
    	
ONTELAUNEE   POWER OPERATING COMPANY, LLC
    
	
 
    	
RICHLAND   GENERATION EXPANSION, LLC
    
	
 
    	
RICHLAND-STRYKER   GENERATION LLC
    
	
 
    	
RSG   POWER, LLC
    
	
 
    	
SITHE   / INDEPENDENCE LLC
    
	
 
    	
SITHE ENERGIES, INC.
    
	
 
    	
TOMCAT   POWER, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Clint C. Freeland
    
	
 
    	
 
    	
Name: Clint   C. Freeland
    
	
 
    	
 
    	
Title:   Executive   Vice President and Chief Financial Officer
    


 

 

Signature Page to Waiver to Dynegy Credit Agreement

 











 

	
 
    	
MASSPOWER, a Massachusetts   general partnership
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Clint C. Freeland
    
	
 
    	
 
    	
Name: Clint   C. Freeland
    
	
 
    	
 
    	
Title:   Executive   Vice President and Chief Financial Officer
    


 

 

Signature Page to Waiver to Dynegy Credit Agreement

 











 

	
 
    	
MASSPOWER, a Massachusetts   general partnership
    
	
 
    	
By: Masspower Partner   II, LLC, its Managing Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Clint C. Freeland
    
	
 
    	
 
    	
Name: Clint   C. Freeland
    
	
 
    	
 
    	
Title:   Executive   Vice President and Chief Financial Officer
    


 

 

Signature Page to Waiver to Dynegy Credit Agreement

 











 

	
 
    	
MUFG UNION BANK, N.A.,
    
	
 
    	
as   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Chi-Cheng Chen
    
	
 
    	
 
    	
Name:
    	
Chi-Cheng   Chen
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
THE BANK OF   TOKYO-MITSUBISHI UFJ, LTD.,
    
	
 
    	
as   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Chi-Cheng Chen
    
	
 
    	
 
    	
Name:
    	
Chi-Cheng   Chen
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ROYAL BANK OF CANADA,
    
	
 
    	
as   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Frank Lambrinos
    
	
 
    	
 
    	
Name:
    	
Frank   Lambrinos
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
GOLDMAN SACHS BANK USA,
    
	
 
    	
as   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Ushma Dedhiya
    
	
 
    	
 
    	
Name:
    	
Ushma   Dedhiya
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
CREDIT AGRICOLE   CORPORATE AND
    
	
 
    	
INVESTMENT BANK,
    
	
 
    	
as   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Dixon Schultz
    
	
 
    	
 
    	
Name:
    	
Dixon   Schultz
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael Willis
    
	
 
    	
 
    	
Name:
    	
Michael   Willis
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    


 

Signature Page to Waiver to Dynegy Credit Agreement

 











 

	
 
    	
JPMORGAN CHASE BANK,   N.A.,
    
	
 
    	
as   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Juan Javellana
    
	
 
    	
 
    	
Name:
    	
Juan   Javellana
    
	
 
    	
 
    	
Title:
    	
Executive   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BANK OF AMERICA, N.A.,
    
	
 
    	
as   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   James B. Meanor II
    
	
 
    	
 
    	
Name:
    	
James   B. Meanor II
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
CREDIT SUISSE AG,   CAYMAN ISLANDS
    
	
 
    	
BRANCH,
    
	
 
    	
as Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Doreen Barr
    
	
 
    	
 
    	
Name:
    	
Doreen   Barr
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
If   a second signature necessary:
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Karim Rahimtoola
    
	
 
    	
 
    	
Name:
    	
Karim   Rahimtoola
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MORGAN STANLEY SENIOR   FUNDING, INC.,
    
	
 
    	
as   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Pat Layton
    
	
 
    	
 
    	
Name:
    	
Pat   Layton
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
MORGAN STANLEY BANK   N.A.,
    
	
 
    	
as   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Pat Layton
    
	
 
    	
 
    	
Name:
    	
Pat   Layton
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

Signature Page to Waiver to Dynegy Credit Agreement

 











 

	
 
    	
SUNTRUST BANK,
    
	
 
    	
as   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nina Johnson
    
	
 
    	
 
    	
Name:
    	
Nina   Johnson
    
	
 
    	
 
    	
Title:
    	
Director
    


 

	
 
    	
BARCLAYS BANK PLC,
    
	
 
    	
as   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Christopher Aitkin
    
	
 
    	
 
    	
Name:
    	
Christopher   Aitkin
    
	
 
    	
 
    	
Title:
    	
Assistant   Vice President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
UBS AG, STAMFORD   BRANCH,
    
	
 
    	
as   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Houssem Daly
    
	
 
    	
 
    	
Name:
    	
Houssem   Daly
    
	
 
    	
 
    	
Title:
    	
Associate   Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Kenneth Chin
    
	
 
    	
 
    	
Name:
    	
Kenneth   Chin
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
DEUTSCHE BANK AG NEW   YORK BRANCH,
    
	
 
    	
as   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Dusan Lazarov
    
	
 
    	
 
    	
Name:
    	
Dusan   Lazarov
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Marcus Tarkington
    
	
 
    	
 
    	
Name:
    	
Marcus   Tarkington
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
HASTINGS MUTUAL   INSURANCE COMPANY,
    
	
 
    	
as   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Kathleen News
    
	
 
    	
 
    	
Name:
    	
Kathleen   News
    
	
 
    	
 
    	
Title:
    	
Sr.   Portfolio Manager
    


 

Signature Page to Waiver to Dynegy Credit Agreement

 












 

	
 
    	
MACKENZIE UNCONSTRAINED   BOND ETF
    
	
 
    	
MACKENZIE FLOATING RATE INCOME ETF,
   as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Movin Mokbel
    
	
 
    	
 
    	
Name:
    	
Movin   Mokbel
    
	
 
    	
 
    	
Title:
    	
VP, Investments
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Daniel Cooper
    
	
 
    	
 
    	
Name:
    	
Daniel   Cooper
    
	
 
    	
 
    	
Title:
    	
VP, Investments
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
NEW YORK LIFE INSURANCE COMPANY,
   as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peter Ra
    
	
 
    	
 
    	
Name:
    	
Peter   Ra
    
	
 
    	
 
    	
Title:
    	
Senior   Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
NEW YORK LIFE INSURANCE   and ANNUITY CORPORATION
    
	
 
    	
By:
    	
NYL Investors   LLC, its Investment Manager,
   as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peter Ra
    
	
 
    	
 
    	
Name:
    	
Peter   Ra
    
	
 
    	
 
    	
Title:
    	
Senior   Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
MAINSTAY FLOATING RATE   FUND, A SERIES OF MAINSTAY FUNDS TRUST
    
	
 
    	
By:
    	
NYL   Investors LLC, its Subadvisor,
   as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peter Ra
    
	
 
    	
 
    	
Name:
    	
Peter   Ra
    
	
 
    	
 
    	
Title:
    	
Senior   Director
    


 

Signature Page to Waiver to Dynegy Credit Agreement

 











 

	
 
    	
MAINSTAY VP FLOATING   RATE PORTFOLIO, A SERIES OF MAINSTAY VP FUNDS TRUST
    
	
 
    	
By:
    	
NYL   Investors LLC, its Subadvisor,
   as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peter Ra
    
	
 
    	
 
    	
Name:
    	
Peter   Ra
    
	
 
    	
 
    	
Title:
    	
Senior   Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
FLATIRON CLO 2007-1   LTD.
    
	
 
    	
By:
    	
New York Life   Investment Management LLC, as
    
	
 
    	
 
    	
Collateral   Manager and Attorney-In-Fact,
   as Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peter Ra
    
	
 
    	
 
    	
Name:
    	
Peter   Ra
    
	
 
    	
 
    	
Title:
    	
Senior   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
FLATIRON CLO 2011-1   LTD.
    
	
 
    	
By:
    	
New York Life   Investment Management LLC, as
    
	
 
    	
 
    	
Collateral   Manager and Attorney-In-Fact,
   as Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peter Ra
    
	
 
    	
 
    	
Name:
    	
Peter   Ra
    
	
 
    	
 
    	
Title:
    	
Senior   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
FLATIRON CLO 2012-1   LTD.
    
	
 
    	
By:
    	
New York Life   Investment Management LLC, as
    
	
 
    	
 
    	
Collateral   Manager and Attorney-In-Fact,
   as Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peter Ra
    
	
 
    	
 
    	
Name:
    	
Peter   Ra
    
	
 
    	
 
    	
Title:
    	
Senior   Director
    


 

Signature Page to Waiver to Dynegy Credit Agreement

 











 

	
 
    	
FLATIRON CLO 2013-1   LTD.
    
	
 
    	
By:
    	
New York Life   Investment Management LLC, as
    
	
 
    	
 
    	
Collateral   Manager and Attorney-In-Fact,
   as Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peter Ra
    
	
 
    	
 
    	
Name:
    	
Peter   Ra
    
	
 
    	
 
    	
Title:
    	
Senior   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
FLATIRON CLO 2014-1   LTD.
    
	
 
    	
By:
    	
NYL Investors LLC,
    
	
 
    	
 
    	
as   Collateral Manager and Attorney-In-Fact,
   as Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peter Ra
    
	
 
    	
 
    	
Name:
    	
Peter   Ra
    
	
 
    	
 
    	
Title:
    	
Senior   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
FLATIRON CLO 2015-1   LTD.
    
	
 
    	
By:
    	
NYL Investors LLC,
    
	
 
    	
 
    	
as   Collateral Manager and Attorney-In-Fact,
   as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peter Ra
    
	
 
    	
 
    	
Name:
    	
Peter   Ra
    
	
 
    	
 
    	
Title:
    	
Senior   Director
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
TCI-FLATIRON CLO 2016-1   LTD.
    
	
 
    	
By:
    	
TCI Capital Management   LLC,
    
	
 
    	
 
    	
Its Collateral Manager
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
NYL Investors LLC,
    
	
 
    	
 
    	
Its   Attorney-In-Fact,
   as Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peter Ra
    
	
 
    	
 
    	
Name:
    	
Peter   Ra
    
	
 
    	
 
    	
Title:
    	
Senior   Director
    


 

Signature Page to Waiver to Dynegy Credit Agreement

 











 

	
 
    	
Blue Cross of Idaho Health Service, Inc.
    
	
 
    	
By:   Seix Investment Advisors LLC, as Investment Manager
    
	
 
    	
 
    
	
 
    	
City National Rochdale Fixed Income Opportunities Fund
    
	
 
    	
By:   Seix Investment Advisors LLC, as Subadviser
    
	
 
    	
 
    
	
 
    	
Mountain View CLO 2013-1 Ltd.
    
	
 
    	
By:   Seix Investment Advisors LLC, as Collateral Manager
    
	
 
    	
 
    
	
 
    	
Mountain View CLO 2014-1 Ltd.
    
	
 
    	
By:   Seix Investment Advisors LLC, as Collateral Manager
    
	
 
    	
 
    
	
 
    	
Mountain View CLO IX Ltd.
    
	
 
    	
By:   Seix Investment Advisors LLC, as Collateral Manager
    
	
 
    	
 
    
	
 
    	
Mountain View X Ltd.
    
	
 
    	
By:   Seix Investment Advisors LLC, as Collateral Manager
    
	
 
    	
 
    
	
 
    	
RidgeWorth Funds — Seix Floating Rate High Income Fund
    
	
 
    	
By:   Seix Investment Advisors LLC, as Subadviser
    
	
 
    	
 
    
	
 
    	
Seix Multi-Sector Absolute Return Fund L.P.
    
	
 
    	
By:   Seix Multi-Sector Absolute Return Fund GP LLC, in its capacity as sole   general partner
    
	
 
    	
By: Seix Investment   Advisors LLC, its sole member.
    as Lenders
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   George Goudelias
    
	
 
    	
 
    	
Name:
    	
George   Goudelias
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    


 

Signature Page to Waiver to Dynegy Credit Agreement

 











 

	
 
    	
SURETEC INSURANCE   COMPANY,
    
	
 
    	
as   Lender
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Kathleen News
    
	
 
    	
 
    	
Name:
    	
Kathleen   News
    
	
 
    	
 
    	
Title:
    	
Sr.   Portfolio Manager
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
UNITED OHIO INSURANCE   COMPANY,
    
	
 
    	
as   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Kathleen News
    
	
 
    	
 
    	
Name:
    	
Kathleen   News
    
	
 
    	
 
    	
Title:
    	
Sr.   Portfolio Manager
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
BNP Paribas,
    
	
 
    	
as   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Mark Renaud
    
	
 
    	
 
    	
Name:
    	
Mark   Renaud
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
If a second signature   necessary:
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Karima Omar
    
	
 
    	
 
    	
Name:
    	
Karima   Omar
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

Signature Page to Waiver to Dynegy Credit Agreement

 











 

	
 
    	
Ohio Police and Fire   Pension Fund 
    
	
 
    	
as Lender
    
	
 
    	
By:
    	
PENN   Capital Management Company, Inc., as its Investment Adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Christopher Skorton
    
	
 
    	
 
    	
Name:
    	
Christopher   Skorton
    
	
 
    	
 
    	
Title:
    	
Business Operations   Associate
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
Penn Capital Senior   Floating Rate Income Fund
    
	
 
    	
as Lender
    
	
 
    	
By:
    	
PENN   Capital Management Company, Inc., as its Investment Adviser
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Christopher Skorton
    
	
 
    	
 
    	
Name:
    	
Christopher   Skorton
    
	
 
    	
 
    	
Title:
    	
Business Operations   Associate
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
eSure - Insurance   Limited
    
	
 
    	
as   Lender
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Krystle Walker
    
	
 
    	
 
    	
Name:
    	
Krystle   Walker
    
	
 
    	
 
    	
Title:
    	
Associate Director -   Settlements
    


 

Signature Page to Waiver to Dynegy Credit Agreement