ex10-1.htm


     

    
      

    


    Exhibit
10.1

     

    EXECUTION
COPY

    


     

    AMENDMENT
NO. 4

     

    AMENDMENT NO. 4
dated as of August 5, 2009 to the Credit Agreement referred to below, among DYNEGY HOLDINGS INC. (the
“Borrower”), DYNEGY INC., a Delaware corporation, the
other Guarantors party to such Credit Agreement, the Lenders party hereto,
CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., as Administrative Agents,
CITICORP USA, INC., as Payment Agent, JPMORGAN CHASE BANK, N.A., as Collateral
Agent, and each Revolving L/C Issuer.

    


    The
Borrower, the Guarantors party thereto, the Lenders, the Agents and the L/C
Issuers are parties to a Fifth Amended and Restated Credit Agreement dated as of
April 2, 2007 (as amended, supplemented or otherwise modified from
time to time, the “Credit
Agreement”).

    


    The
parties hereto hereby agree as follows:

    


    Section
1.  Defined
Terms.  Capitalized terms used but not otherwise defined herein
have the meanings given them in the Credit Agreement.

    


    Section
2.  Amendments to Credit
Agreement.  Subject to the satisfaction of the conditions set
forth in Section 4 of this Amendment No. 4, but effective as of
the Amendment No. 4 Effective Date (as defined in such Section 4), the
Credit Agreement shall be amended as follows:

     

    2.01           Definitions,
etc.

     

    A.  Section 1.01
of the Credit Agreement shall be amended by amending the following definitions
(to the extent already included in said Section 1.01) and inserting the
following definitions in the appropriate alphabetical location (to the extent
not already included in said Section 1.01):

    


    “1996
Indenture” means the Indenture dated as of September 26, 1996
between the Borrower and JPMCB (successor to The First National Bank of Chicago
and Bank One, N.A.), as trustee, as amended and restated on March 23, 1998 and
as further amended and restated on March 14, 2001.

     

    “2011 Senior
Notes” means the 6.875%
Senior Notes due 2011 issued by the Borrower in an aggregate original principal
amount of $500,000,000 under the 1996 Indenture.

     

    “2012 Senior
Notes” means the 8.75%
Senior Notes due 2012 issued by the Borrower in an aggregate original principal
amount of $500,000,000 under the 1996 Indenture.

     

    “Amendment
No. 4” means Amendment No. 4 dated as of
August 5, 2009 to this Agreement.

    


    “Amendment No. 4
Effective Date” means the date as of which Amendment No. 4 shall
become effective pursuant to Section 4 thereof.

    


    “Applicable
Margin” means, for any day, (a) with respect to the Term Loans, (i)
2.75%, in the case of Base Rate Loans and (ii) 3.75%, in the case of Eurodollar
Loans and (b) with respect to Revolving Credit Loans of any Type, or with
respect to the commitment fees payable hereunder, the applicable rate per annum
set forth below under the caption “Revolving Credit Loans”, based upon the
ratings by S&P and Moody’s, respectively, applicable on such date to the
Revolving Credit Facility (such rate, in the case of the commitment fees payable
hereunder, being the “Applicable
Commitment Fee Rate”):

    


    
      	 
      	
              Revolving
      Credit Loans

            
	
              S&P/Moody’s
      Ratings for the Revolving Credit Facility

            	
              Applicable
      Commitment Fee Rate

            	
              Applicable

              Margin
      for Eurodollar Loans

            	
              Applicable

              Margin
      for Base Rate Loans

            
	
              Category 1

              > BB+/Ba1

            	
              0.625%

            	
              3.375%

            	
              2.375%

            
	
              Category 2

              <
      BB+/Ba1

            	
              0.75%

            	
              3.75%

            	
              2.75%

            


    

    


    For purposes of the foregoing,
(i) if either Moody’s or S&P shall not have in effect a rating for the
Facilities (other than by reason of the circumstances referred to in the
penultimate sentence of this definition), then the Applicable Margin and the
Applicable Commitment Fee Rate shall be based on Category 2 above; (ii) if
the ratings established or deemed to have been established by Moody’s and
S&P for the Facilities shall fall within different Categories above, (A) the
Applicable Margin and the Applicable Commitment Fee Rate shall be based on the
higher of the two ratings in the event that the rating falling within Category 2
is only one rating level below the respective rating for such rating agency that
falls within Category 1 and (B) the Applicable Margin and the Applicable
Commitment Fee Rate shall be based on the lower of the two ratings in the event
that the rating falling within Category 2 is two or more rating levels below the
respective rating for such rating agency that falls within Category 1; and
(iii) if the ratings established or deemed to have been established by
Moody’s and S&P for the Facilities shall be changed (other than as a result
of a change in the rating system of Moody’s or S&P), such change shall be
effective as of the date on which it is first announced by the applicable rating
agency, irrespective of when notice of such change shall have been furnished by
the Borrower to the Payment Agent pursuant to Section 6.02(h)
or otherwise.  Each change in the Applicable Margin or the Applicable
Commitment Fee Rate shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective
date of the next such change.  If the rating system of Moody’s or
S&P shall change, or if either such rating agency shall cease to be in the
business of rating debt obligations of the same type as the Facilities, the
Borrower and the Lenders shall negotiate in good faith to amend this definition
to reflect such changed rating system or the unavailability of ratings from such
rating agency and, pending the effectiveness of any such amendment, the
Applicable Margin shall be determined by reference to the rating most recently
in effect prior to such change or cessation.  Notwithstanding any
other provision of this Agreement, no reduction in the Applicable Margin or the
Applicable Commitment Fee Rate shall occur so long as any Event of Default has
occurred and is continuing.  For avoidance of doubt, the Applicable
Margin with respect to any Base Rate Loan or Eurodollar Rate Loan or the
Applicable Commitment Fee Rate, (i) for any day prior to the Amendment
No. 4 Effective Date, shall be determined in accordance with the definition
of “Applicable Margin” under this Agreement as in effect immediately prior to
the Amendment No. 4 Effective Date and (ii) for any day from and after the
Amendment No. 4 Effective Date, shall be determined in accordance with this
definition (after giving effect to Amendment No. 4).

    


    “Borrower
Group” means the Borrower and all of its Restricted
Subsidiaries.

    “Cash
Equivalents” means:

     

    (a) Dollars;

     

    (b) (i)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality of the United States
government (provided that the
full faith and credit of the United States is pledged in support of those
securities) and (ii) debt obligations issued by the Government National Mortgage
Association, Farm Credit System, Federal Home Loan Banks, Federal Home Loan
Mortgage Corporation, Financing Corporation and Resolution Funding Corporation,
in each case, having maturities of not more than thirteen months from the date
of acquisition;

     

    (c) certificates
of deposit, demand deposits, and time deposits with maturities of not more than
thirteen months from the date of acquisition, bankers’ acceptances with
maturities of not more than thirteen months from the date of acquisition and
overnight bank deposits, in each case, with any Lender or with any domestic
branch of a commercial bank having capital and surplus in excess of $500,000,000 and whose short-term
debt, or whose parent company’s short-term debt, has the highest rating
obtainable from Moody’s or S&P;

     

    (d) repurchase
obligations (including under tri-party repurchase agreements) with a term of not
more than thirteen months from the date of acquisition for underlying securities
of the types described in clauses (b) and
(c) above entered into with any financial institution meeting the
qualifications specified in clause
(c) above;

     

    (e) commercial
paper, notes and bonds having one of the two highest ratings obtainable from
Moody’s or S&P and in each case maturing within thirteen months from the
date of acquisition; and

     

    (f)            money
market funds which invest primarily in assets of the kinds described in clauses (a) through
(e) above.

    


    “Consolidated
Senior Secured Indebtedness” means, as of any date of determination and
without duplication, for the Borrower Group on a consolidated basis, the sum
(without duplication) of (a) all Total Indebtedness and (b) the
aggregate undrawn amount of all outstanding Letters of Credit and all other
letters of credit issued for the account of any member of the Borrower Group and
the aggregate amount of unreimbursed drawings under the Letters of Credit and/or
such letters of credit, in each case under clauses (a) and (b)
above, that are secured by a Lien on property of any member of the Borrower
Group (other than a Lien expressly ranking junior in priority to any other
Lien).  For avoidance of doubt, secured Hedging Obligations and
obligations in respect of Swap Contracts shall not be included in Consolidated
Senior Secured Indebtedness for purposes of this Agreement.

     

    “Discontinued
Business Operations” means, with respect to the Borrower and its
Restricted Subsidiaries, the results of operations and any charges, fees,
penalties, costs or impairments associated with (a) lines of business or
assets that were wound down, discontinued, sold, transferred, or otherwise
disposed of, or were under contract to be sold, transferred, or otherwise
disposed of, by the Borrower or any of its Subsidiaries on or prior to the
Amendment No. 4 Effective Date, including those associated with Dynegy
Midstream Services, Limited Partnership, Electric Energy Inc., West Coast Power,
Dynegy Intrastate Pipeline LLC’s sale of the Breckenridge assets, Hartwell
Energy Limited Partnership, Michigan Power Holdings, Inc. and Michigan Power
Limited Partnership, the Sherman Gas Processing Plant and related gathering
system, Commonwealth Atlantic Limited Partnership, Oyster Creek Limited
Partnership, Dynegy Global Liquids, Inc., Northern Natural Gas Company, NNGC
Holding Company, Inc., MCTJ Holding Co. LLC, Dynegy Onshore Processing UK
Limited, Dynegy Storage Limited, Dynegy Offshore UK Limited, Dynegy Canada Gas
Marketing Ltd., the Hackberry LNG Facility, the Indian Basin Plant and the
related gathering system and related facilities, IGC Jamaica Partnership, LLC,
Plantas Eolicas S. de R.L., Dynegy Communications Clearinghouse, Inc., Calcasieu
Power, LLC, Rockingham Power, LLC, CoGen Lyondell, Inc., Heard County Power,
L.L.C., Rolling Hills Generating, L.L.C. and their respective Subsidiaries,
(b) lines of business or assets that are being wound down, discontinued,
sold, transferred, or otherwise disposed of in connection with Third Party Risk
Management or those associated with Dynegy Communications or (c) any
Tolling Agreement, including the termination, sale, transfer, disposal, or
restructuring thereof.

     

    “Measurement
Period” means, at any date of determination, the most recently completed
four fiscal quarters of the Borrower ending on or prior to such date; provided that, for
purposes of any calculation made on a pro forma basis or giving pro forma effect
to an event, “Measurement
Period” means, at any date of determination, the most recently completed
four fiscal quarters of the Borrower ending on or prior to such date for which
internal financial statements are available.

     

    “Permitted
Acquisition” means any acquisition, by merger or otherwise, by the
Borrower or any of its Restricted Subsidiaries of assets or Capital Stock after
the Closing Date, so long as, (a) such acquisition and all transactions related
thereto shall be consummated in accordance with all Laws; (b) such acquisition
shall result in the issuer of such Capital Stock becoming a Restricted
Subsidiary and, to the extent required by Section 6.12, a
Borrower Subsidiary Guarantor; (c) such acquisition shall result in the
applicable Collateral Trustee, for the benefit of the Secured Parties, being
granted a security interest in any Capital Stock and/or any assets so acquired
to the extent required by Sections 6.12 and/or
6.13; (d) after giving effect to such acquisition, no Default shall have
occurred and be continuing; and (e) the Borrower shall be in compliance, on a
pro forma basis after giving effect to such acquisition (including any
Indebtedness assumed or permitted to exist or incurred pursuant to Sections 7.03(b)(xiii) and
7.03(b)(xiv), respectively), with the covenants set forth in Section 7.11, as such
covenants are recomputed as if such acquisition had occurred on the first day of
the applicable Measurement Period.

     

    “Permitted
Refinancing Indebtedness” means any Indebtedness of the Borrower or any
of its Restricted Subsidiaries issued in exchange for, or the net proceeds of
which are used to extend, renew, refund, refinance, replace, defease, or
discharge other Indebtedness of the Borrower or any of its Restricted
Subsidiaries (other than intercompany Indebtedness) that is permitted pursuant
to Section 7.03;
provided that:

     

    (a) the
principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted
value, if applicable) of the Indebtedness extended, refinanced, renewed,
replaced, defeased, refunded or discharged (plus all accrued interest on the
Indebtedness and the amount of all expenses and premiums incurred in connection
therewith);

     

    (b) such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased, refunded or
discharged;

     

    (c) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased, refunded
or discharged is subordinated in right of payment to the Obligations, such
Permitted Refinancing Indebtedness has a final maturity date equal to or later
than the final maturity date of, and is subordinated in right of payment to, the
Obligations on terms at least as favorable to the Lenders as those contained in
the documentation governing the Indebtedness being extended, refinanced,
renewed, replaced, defeased, refunded or discharged; provided that no
Indebtedness will be deemed to be subordinated in right of payment to any other
Indebtedness solely by reason of any Liens created, or Guarantees provided, in
respect of such other Indebtedness or by virtue of the fact that the holders of
secured Indebtedness have entered into intercreditor agreements giving one or
more of such holders priority over other such holders in the collateral held by
them;

     

    (d) such
Permitted Refinancing Indebtedness is incurred either by the Borrower or by the
Restricted Subsidiary who is the obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased, refunded or discharged;

     

    (e) if
incurred by the Borrower, such Permitted Refinancing Indebtedness may be
guaranteed by the Guarantors; and

     

    (f) partial
refinancings of the Facilities will be limited to refinancings in whole of the
Revolving Credit Facility.

     

    In
addition, the Borrower shall be permitted to designate as “Permitted Refinancing
Indebtedness” (by providing notice in writing of such designation to the
Administrative Agents promptly upon the incurrence thereof) Indebtedness of the
Borrower and its Restricted Subsidiaries otherwise meeting the requirements of
clauses (a)
through (f)
above incurred not more than one year after the discharge (other than from the
proceeds of other Indebtedness) of all or any portion of any Indebtedness
outstanding under Section 7.03(b)(ii), (iii), (vi),
(vii), (viii), (xi), (xii), (xiii), (xiv), (xv) or (xvii); provided that if such
Permitted Refinancing Indebtedness is incurred more than 30 days after such
discharge, the pro forma Leverage Ratio, after giving effect to the incurrence
of such Permitted Refinancing Indebtedness (as if such Permitted Refinancing
Indebtedness had been incurred on the first day of the applicable Measurement
Period), shall not exceed the Required Ratio.”

     

    “Post-Amendment
No. 4 Basket Asset Proceeds” means Net Proceeds of any Asset Sale in
respect of Post-Amendment No. 4 Basket Assets.

     

    “Post-Amendment
No. 4 Basket Assets” means assets, the sale or other disposition of which
pursuant to an Asset Sale results in Net Proceeds not in excess of $500,000,000
in the aggregate for all such assets since the Amendment No. 4 Effective Date,
that have been designated by the Borrower as “Post-Amendment No. 4 Basket
Assets” for purposes of this Agreement.

     

    “Public
Disclosure” means the Borrower’s most recent annual report, Form 10-K for
the most recently completed fiscal year, each quarterly report on Form 10-Q or
any current reports on Form 8-K (or similar reports filed on successor forms)
filed since the initial filing date of such Form 10-K, in each case filed at
least 5 Business Days prior to the Amendment No. 4 Effective
Date.

     

    “Required
Ratio” means (a) 6.5 to 1.0 with respect to Measurement Periods ending
prior to and through June 30, 2009, (b) 6.0 to 1.0 with respect to Measurement
Periods ending at any time from July 1, 2009 through December 31, 2009, (c) 6.5
to 1.0 with respect to Measurement Periods ending at any time from January 1,
2010 through June 30, 2011, (d) 6.25 to 1.0 with respect to Measurement Periods
ending at any time from July 1, 2011 through September 30, 2011, (e) 6.0 to 1.0
with respect to Measurement Periods ending at any time from October 1, 2011
through December 31, 2011 and (f) with respect to Measurement Periods
ending thereafter, 5.0 to 1.0.

     

    “Secured
Debt/EBITDA Ratio” means, at any date of determination, the ratio of
(a) Consolidated Senior Secured Indebtedness at such date to
(b) consolidated EBITDA of the Borrower Group for the most recently ended
Measurement Period.  In addition, when required to make a pro forma
calculation of this ratio under this Agreement:

     

    (i)           acquisitions
that have been made by the Borrower or any of its Restricted Subsidiaries,
including through mergers or consolidations, or any Person or any of its
Restricted Subsidiaries acquired by the Borrower or any of its Restricted
Subsidiaries, and including any related financing transactions and including
increases in ownership of Restricted Subsidiaries, during the relevant
Measurement Period or subsequent to such period and on or prior to the relevant
date of determination shall be given pro forma effect (in accordance with
Regulation S-X under the Securities Act) as if they had occurred on the first
day of the relevant Measurement Period and EBITDA and Consolidated Senior
Secured Indebtedness for such reference period shall be calculated on a pro
forma basis;

     

    (ii) the
EBITDA and Consolidated Senior Secured Indebtedness attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses
(and ownership interests therein) disposed of prior to the relevant date of
determination, shall be excluded;

     

    (iii) any
Person that is a Restricted Subsidiary on the relevant date of determination
shall be deemed to have been a Restricted Subsidiary at all times during the
relevant Measurement Period;

     

    (iv) any
Person that is not a Restricted Subsidiary on relevant date of determination
shall be deemed not to have been a Restricted Subsidiary at any time during the
relevant Measurement Period; and

     

    (v) in the
case of a pro forma calculation made in connection with Section 7.02(s),
the relevant Investment shall be given pro forma effect in the calculation of
EBITDA as if it had been made on the first day of the Measurement
Period.

     

    For
purposes of this definition, whenever pro forma effect is to be given to an
acquisition or investment and the amount of income or earnings relating thereto,
the pro forma calculations shall be determined in good faith by a Responsible
Officer of the Borrower.  Any such pro forma calculations may include
operating expense reductions for such period resulting from the acquisition
which is being given pro forma effect that would be permitted pursuant to
Article 11 of Regulation S-X under the Securities Act.

     

    “Total
Indebtedness” means, as of any date of determination and without
duplication, for the Borrower Group on a consolidated basis, the sum of
(a) the outstanding principal amount of (i) all obligations, whether
current or long-term, for borrowed money (including Obligations hereunder) and
(ii) all obligations evidenced by bonds, debentures, notes, loan agreements
or other similar instruments, (b) all direct payment obligations arising
under bankers’ acceptances and similar instruments, (c) all accounts
payable to pay the deferred purchase price of property or services incurred
after the date hereof that in the aggregate, are greater than $20,000,000, more than 90 days past
due, and not being contested in good faith, (d) all Capital Lease
Obligations and Attributable Indebtedness, in each case in respect of
obligations of the type described in clauses (a) and
(b)(ii) of the definition of “Off-Balance Sheet Obligations”,
(e) all Indebtedness of the types referred to in clauses (a) through
(d) above of others, in each case, to the extent it is secured by a Lien
on any property of any member of the Borrower Group (other than a JV Lien) at
such time, and (f) all obligations in respect of unreimbursed drawings under
letters of credit; provided that there
shall be excluded from “Total Indebtedness” (i) any Excluded Obligation,
(ii) any obligations with respect to Equity Interests (whether or not
recorded as a liability under GAAP), (iii) all obligations in respect of
letters of credit (except as provided under clause (f) above), (iv) any
completion guaranties or similar guaranties that a project perform as planned,
(v) Indebtedness among or between the Borrower and/or any of its
Subsidiaries, (vi) any items relating to Discontinued Business Operations,
(vii) amounts owing under Permitted Contracts or Netting Agreements,
(viii) any loans from an insurance company or insurance premium finance
company solely for the purpose of financing all or any portion of the premium on
any insurance policy maintained by the Parent, the Borrower or its Subsidiaries
with respect to properties and business of the Borrower and its Subsidiaries,
but only to the extent such loans are consistent with industry practice,
(ix) the Term L/C Facility Term Loans and (x) Indebtedness incurred by
the Borrower or any Restricted Subsidiary in a Permitted Acquisition, any other
Investment expressly permitted hereunder or any sale, lease, conveyance, or
other disposition of any assets or rights by the Borrower or any Restricted
Subsidiary, in each case, constituting indemnification obligations or
obligations in respect of purchase price or other similar
adjustments.  For avoidance of doubt, Hedging Obligations and
obligations in respect of Swap Contracts shall not be included in Total
Indebtedness for purposes of this Agreement.

     

    B.  The
first sentence of the definition of “Asset
Sale” in Section 1.01 of the Credit Agreement shall be amended in
its entirety to read as follows:

    


    “Asset
Sale” means (a) the sale, lease, conveyance, or other disposition of
any assets or rights by the Borrower or any of its Restricted Subsidiaries
(provided that
the sale, lease, conveyance or other disposition of all or substantially all of
the assets of the Borrower and its Restricted Subsidiaries taken as a whole
shall be governed by Section 7.04),
and (b) the issuance of Equity Interests in any of the Restricted
Subsidiaries to any Person other than the Borrower and its Subsidiaries; provided that any
such sale, lease, conveyance or other disposition of Designated Assets, Basket
Assets and Post-Amendment No. 4 Basket Assets shall not be treated as “Asset
Sales” for purposes of Section 2.04(b)(ii)
and Section 7.05.

    


    C.  The
definition of “Consolidated
Secured Indebtedness” in Section 1.01 of the Credit Agreement shall
be deleted:

    


    D.  References
in the Credit Agreement to “this Agreement” (or words of like import), or in any
other Loan Documents to the “Credit Agreement” (or words of like import), shall
be deemed to be references to the Credit Agreement as amended
hereby.

     

    2.02            Incremental Revolving Credit
Commitments.  Section 2.13(a) of the Credit Agreement
shall be amended by amending and restating sub-clause (II) of clause (iii)
thereof in its entirety to read as follows:

     

    “
(II) the pro forma Leverage Ratio shall not exceed the Required Ratio, in
each case, after giving effect to such New Revolving Credit
Commitments;”.

     

    2.03            Certificates; Other
Information.  Section 6.02(a) of the Credit Agreement
shall be amended and restated in its entirety to read as follows:

    


    “(a)  no
later than the final deadline provided above for the delivery of the financial
statements referred to in Sections 6.01(a) and
(b), a duly
completed Compliance Certificate signed by a Responsible Officer of the
Borrower, and in the event of any change in GAAP used in the preparation of such
financial statements, the Borrower shall also provide, if necessary for the
determination of compliance with Section 7.11,
financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between
calculations of the financial ratios and financial covenants made before and
after giving effect to such change (which certificate shall also set forth, as
of the end of the relevant fiscal quarter or fiscal year, the net mark-to-market
position for the Hedging Obligations secured by First Priority Liens then
outstanding for each counterparty, as reasonably determined by the
Borrower);”.

     

    2.04           Liens.  Section 7.01(p)
of the Credit Agreement shall be amended by inserting, immediately prior to the
semi-colon at the end thereof, the following words:  “(including any
reimbursement obligations with respect to such letters of credit)”.

    


    2.05            Investments.  Section 7.02(s)
of the Credit Agreement shall be amended by amending and restating the proviso
at the end thereof in its entirety to read as follows:

    


    “; provided that the pro
forma Leverage Ratio, after giving effect to such Investment, shall not exceed
the Required Ratio”.

    


    2.06           Indebtedness.  Section 7.03
of the Credit Agreement shall be amended as follows:

    


    A.  Section 7.03(b)(ix)
of the Credit Agreement shall be amended and restated in its entirety to read as
follows:

    


    “(ix)  Indebtedness
in respect of (A) letters of credit or bank guaranties (including
reimbursement obligations with respect thereto) in an aggregate face amount not
in excess of $500,000,000 and (B) surety bonds issued in the ordinary
course of business;”.

     

    B.  Section 7.03(b)(xii)
of the Credit Agreement shall be amended as follows:

    


    (1)
Sub-clause (I) thereof shall be amended and restated in its entirety to read as
follows:

    


    “(I) the
Borrower shall be in compliance,
on a pro forma basis after giving effect to the incurrence of such Indebtedness
(as if such Indebtedness had been incurred on the first day of the applicable
Measurement Period), with the covenants set forth in Section 7.11; provided that, with respect to the incurrence
of any such Indebtedness secured by a First Priority Lien, the pro forma Secured
Debt/EBITDA Ratio, after giving effect to such Indebtedness (as if such
Indebtedness had been incurred on the first day of the applicable Measurement
Period), shall not exceed 2.5 to 1.0;”.

    


    (2)  Sub-clause
(II) thereof shall be amended and restated in its entirety to read as
follows:

    


    “(II) the
pro forma Leverage Ratio, after giving effect to the incurrence of such
Indebtedness (as if such Indebtedness had been incurred on the first day of the
applicable Measurement Period), shall not exceed the Required
Ratio;”.

    


    C.  Section 7.03(b)(xv)
shall be amended by amending and restating clause (z) thereof in its
entirety to read as follows:

    


    “(z) the
pro forma Leverage Ratio, after giving effect to the incurrence of such
Indebtedness (as if such Indebtedness had been incurred on the first day of the
applicable Measurement Period), shall not exceed the Required
Ratio.”

    


    D.  Section 7.03(b)
shall be further amended as follows:  (a) clause (xvi)
thereof shall amended by deleting the word “and” appearing at the end thereof;
(b) clause (xvii) thereof shall be amended by replacing the period at
the end thereof with a semi-colon followed by the word “and”; and (c) a
clause (xviii) shall be inserted, immediately following such
clause (xvii), to read as follows:

    


    “(xviii)  Indebtedness
incurred by the Borrower or any Restricted Subsidiary in a Permitted
Acquisition, any other Investment expressly permitted hereunder or any sale,
lease, conveyance, or other disposition of any assets or rights by the Borrower
or any Restricted Subsidiary, in each case, constituting indemnification
obligations or obligations in respect of purchase price or other similar
adjustments.”

    


    2.07            Asset
Sales.  Section 7.05(c) of the Credit Agreement shall be
amended and restated in its entirety to read as follows:

    


    “(c) in
the case of any Asset Sale (other than, for avoidance of doubt, the sale or
other disposition of Designated Assets, Basket Assets or Post-Amendment No. 4
Basket Assets), the pro forma Leverage Ratio, after giving effect to such Asset
Sale, shall not exceed the Required Ratio.”

    


    2.08            Transactions with
Affiliates.  Section 7.08 of the Credit Agreement shall be
amended and restated in its entirety to read as follows: 

    


    “7.08                      Transactions with
Affiliates.  The Borrower shall not, nor shall it permit any of
its Restricted Subsidiaries to, directly or indirectly, enter into any Affiliate
Transaction, unless such Affiliate Transaction is (I)(a) otherwise
permitted under this Agreement, (b) in the ordinary course of business of
the Borrower or the relevant Restricted Subsidiary and (c) on terms that
are no less favorable (as reasonably determined by the Borrower) to the Borrower
or the relevant Restricted Subsidiary than those that would have been obtained
in a comparable transaction by the Borrower or such Restricted Subsidiary with
an unrelated Person, (II) (a) otherwise permitted under this Agreement,
(b) on terms that are no less favorable (as reasonably determined by the
Borrower) to the Borrower or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Borrower or such
Restricted Subsidiary with an unrelated Person, (c) of a fair market value
less than $200,000,000 and (d) approved by a majority of the members of the
board of directors of the Borrower or the relevant Restricted Subsidiary (and,
if applicable, a majority of the disinterested members of the board of directors
of the Borrower or such Restricted Subsidiary, as the case may be) or
(III)(a) otherwise permitted under this Agreement and (b) the subject
of an opinion as to fairness to the Borrower or the relevant Restricted
Subsidiary from a financial point of view issued by an investment banking or
appraisal firm of national standing (and the Borrower shall have furnished a
copy thereof to the Administrative Agents).”

    


    2.09            Financial
Covenants.  Section 7.11 of the Credit Agreement shall be
amended and restated in its entirety to read as follows:

    


    “7.11                      Financial
Covenants.

     

    (a) Secured Debt/EBITDA
Ratio.  The Borrower shall not permit the Secured Debt/EBITDA
Ratio as of the last day of any Measurement Period ending on the date, or during
any period, set forth below to be greater than the ratio set forth opposite such
date or period, as the case may be, below:

     

    
      	
              Measurement
      Period Ending:

            	
              Maximum
      Secured Debt/EBITDA Ratio:

            
	
              June
      30, 2009

            	
              2.50:1.0

            
	
              September
      30, 2009 and December 31, 2009

            	
              3.00:1.0

            
	
              March
      31, 2010 and June 30, 2010

            	
              3.25:1.0

            
	
              September
      30, 2010, December 31, 2010, March 31, 2011 and June 30,
    2011

            	
              3.50:1.0

            
	
              September
      30, 2011

            	
              3.25:1.0

            
	
              December
      31, 2011

            	
              3.00:1.0

            
	
              Thereafter

            	
              2.50:1.0;

            


    

     

    provided that,
notwithstanding anything herein to the contrary, the Borrower shall be required
to comply with Section
7.11(a) (as such section was in effect immediately prior to the Amendment
No. 4 Effective Date) as of June 30, 2009 (and to report such compliance on the
Compliance Certificate delivered under Section 6.2(a) for
the fiscal quarter ended on such date).

     

    (b)  Interest Coverage
Ratio.  The Borrower shall not permit the Interest Coverage
Ratio as of the last day of any Measurement Period ending on the date, or during
any period, set forth below to be less than the ratio set forth opposite such
date or period, as the case may be, below:

    


    
      	
              Measurement
      Period Ending:

            	
              Interest
      Coverage Ratio:

               

            
	
              June
      30, 2009

            	
              1.625:1.0

            
	
              September
      30, 2009 and December 31, 2009

            	
              1.75:1.0

            
	
              March
      31, 2010

            	
              1.70:1.0

            
	
              June
      30, 2010

            	
              1.60:1.0

            
	
              September
      30, 2010 and December 31, 2010

            	
              1.30:1.0

            
	
              March
      31, 2011

            	
              1.35:1.0

            
	
              June
      30, 2011

            	
              1.40:1.0

            
	
              September
      30, 2011 and December 31, 2011

            	
              1.60:1.0

            
	
              Thereafter

            	
              1.75:1.0”

            


    

    


     

    2.10           Prepayment, Etc. of
Indebtedness.  Section 7.14 of the Credit Agreement shall
be amended by amending and restating clause (f) thereof in its entirety to
read as follows:

    


    “(f)  the
prepayment, redemption, repurchase, defeasance, or other unscheduled payment of
any Indebtedness that, as of the date hereof, has a final maturity date after
the Term L/C Facility Term Loan Maturity Date made (i) with Exempt Proceeds,
(ii) with Exempt Equity Proceeds or (iii) with funds other than Exempt Proceeds
and Exempt Equity Proceeds in an aggregate amount not to exceed the sum of (x)
$150,000,000 plus (y) if following
the Amendment No. 4 Effective Date the maturity date of any of the 2011 Senior
Notes and the 2012 Senior Notes shall be extended to a date after the Term L/C
Facility Term Loan Maturity Date or all or any portion of the 2011 Senior Notes
and/or the 2012 Senior Notes shall be refinanced with Permitted Refinancing
Indebtedness which has a maturity date after the Term L/C Facility Term Loan
Maturity Date, an amount equal to the aggregate principal amount of the 2011
Senior Notes and/or the 2012 Senior Notes so extended or
refinanced;”.

    


    Section
3.  Representations and
Warranties.  Each of the Borrower and the Parent represents and
warrants to the Lenders and the Agents that (a) the representations and
warranties of each Loan Party contained in Article V of the Credit
Agreement or in any other Loan Document shall be true and correct in all
material respects on and as of the Amendment No. 4 Effective Date and
as if each reference therein to the Credit Agreement or words of like import
included reference to this Amendment and the Credit Agreement as amended hereby
(except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all
material respects as of such earlier date), (b) no Default exists
immediately prior to giving effect to this Amendment No. 4 and no
Default shall exist immediately after giving effect to this
Amendment No. 4, (c) since December 31, 2008, except as
disclosed in any Public Disclosure, there has been no event or circumstance,
either individually or in the aggregate, that has had or could reasonably be
expected to have a Material Adverse Effect and (d) the Intermediate Parent
(i.e., Dynegy Illinois Inc.). has been dissolved into the Parent (i.e., Dynegy
Inc.) as of June 17, 2009.

    


    Section
4.  Conditions to
Effectiveness.  This Amendment No. 4 shall become
effective as of the date (the “Amendment No. 4
Effective Date”) on which all of the following conditions precedent shall
have been satisfied as determined by the Administrative Agents in their sole
reasonable discretion:

    


    (a)  Execution of
Amendment No. 4.  The Administrative
Agents shall have received one or more counterparts of this
Amendment No. 4 duly executed by the Borrower, the Parent Companies,
the other Guarantors and the Required Lenders; and

    


    (b)  Fees.  Subject
to this Amendment No. 4 being approved by the Required Lenders, the
Borrower shall have paid (a) to the Payment Agent for the account of each
Lender that has executed and delivered this Amendment No. 4 on or
prior to 1:00 p.m. (New York time) on August 5, 2009, an
amendment fee equal to 0.50% of the aggregate amount of the Revolving Credit
Commitment and the Term Loans of such Lender outstanding as of the
Amendment No. 4 Effective Date and (b) to the Administrative
Agents (or their respective affiliates) all fees and expenses agreed in writing
to be paid by the Borrower in connection with the execution and delivery of this
Amendment No. 4 (and, in the case of any such expenses, for which
invoices in reasonable detail shall have been submitted to the Borrower at least
one Business Day prior to the Amendment  No. 4 Effective
Date).

    


    Section
5.  Confirmation of Guarantee
and Collateral Documents.  Each of the Loan Parties party
hereto confirms and ratifies all of its respective obligations under the Credit
Agreement as amended hereby and the Loan Documents to which it is a party
(including its respective obligations as a guarantor under Article X of the
Credit Agreement as amended hereby) and the Liens granted by it under the
respective Loan Documents (as amended hereby).

    


    Section
6.  Miscellaneous.  Except
as herein provided, the Credit Agreement shall remain unchanged and in full
force and effect.  This Amendment No. 4 may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same amendatory instrument and any of the parties hereto may execute this
Amendment No. 4 by signing any such counterpart.  This
Amendment No. 4 shall be governed by, and construed in accordance
with, the law of the State of New York.

    


    [remainder
of page intentionally left blank]

     


    
      
        
          


          Amendment No. 4

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4
to be duly executed as of the date first above written.

     

    DYNEGY
INC.

     

    By:                                                                

    Name:  Richard
J. Evans

    Title:    Vice
President and Assistant Treasurer

     

    DYNEGY
HOLDINGS INC.

     

    By:                                                                

    Name:  Richard
J. Evans

    Title:    Vice
President and Assistant Treasurer

     


    
      
        
          


          Amendment No. 4

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              OTHER
      GUARANTORS:

            


    

    


    DYNEGY
POWER CORP.

    DYNEGY
ENGINEERING, INC.

    DYNEGY
PARTS AND TECHNICAL SERVICES,

       INC.

    DYNEGY
POWER SERVICES, INC.

    RRP
COMPANY

    RIVERSIDE
GENERATION, INC.

    RIVERSIDE
GENERATING COMPANY, L.L.C.

    DYNEGY
RENAISSANCE POWER, INC.

    DYNEGY
NORTHEAST GENERATION, INC.

    HUDSON
POWER, L.L.C.

    DYNEGY
MIDSTREAM GP, INC.

    DYNEGY
HOLDING COMPANY, L.L.C.

    HAVANA
DOCK ENTERPRISES, LLC

    DMT
HOLDINGS, INC.

    DYNEGY
MARKETING AND TRADE, LLC

    DYNEGY
COAL TRADING & TRANSPORTATION,

        L.L.C.

    ILLINOVA
CORPORATION

    ILLINOVA
GENERATING COMPANY

    CALCASIEU
POWER, LLC

    COGEN
POWER, INC.

    BLACK
MOUNTAIN COGEN, INC.

    BLUEGRASS
GENERATION, INC.

    BLUEGRASS
GENERATION COMPANY, L.L.C.

    BLUE
RIDGE GENERATION INC.

    BLUE
RIDGE GENERATION LLC

    
      	
               
      

            	
              DYNEGY
      OPERATING COMPANY

            


    

    


    


    


    
      	
               
      

            	
              By:

            	 /s/ Richard J. Evans


    

    
      	
               
      

            	
              Name:  Richard
      J. Evans

            


    

    
      	
               
      

            	
              Title:    Vice
      President and Assistant Treasurer

            


    

    



    
      
        
          Amendment
No. 4

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              GEORGIA
      MERCANTILE POWER, INC.

            


    

    DYNEGY
ROSETON, L.L.C.

    DYNEGY
GLOBAL ENERGY, INC.

    RENAISSANCE
POWER, L.L.C.

    DYNEGY
POWER MARKETING, INC.

    DYNEGY
ENERGY SERVICES, INC.

    DYNEGY
ADMINISTRATIVE SERVICES

        COMPANY

    DYNEGY
MIDWEST GENERATION, INC.

    DYNEGY
I.T., INC.

    DYNEGY
DANSKAMMER, L.L.C.

    ROCKY
ROAD POWER, LLC

    DYNEGY
GAS IMPORTS, LLC

    DYNEGY
NEW YORK HOLDINGS, INC.

    EXRES
SHC, INC.

    SITHE
ENERGIES, INC.

    SITHE/INDEPENDENCE
LLC

    GRIFFITH
HOLDINGS LLC

    DYNEGY
FALCON HOLDINGS INC.

    DYNEGY
EQUIPMENT, LLC

    DYNEGY
KENDALL ENERGY, LLC

    DYNEGY
PLUM POINT HOLDINGS, LLC

    DYNEGY
PLUM POINT, LLC

    DYNEGY
SERVICES PLUM POINT, LLC

    DYNEGY
POWER GENERATION, LLC

    SOUTHWEST
POWER PARTNERS, LLC

    ONTELAUNEE
POWER OPERATING COMPANY

    L.L.C.

    


    


    
      	
               
      

            	
              By:

            	 /s/ Richard J. Evans	 


    

    
      	
               
      

            	
              Name:  Richard
      J. Evans

            


    

    
      	
               
      

            	
              Title:    Vice
      President and Assistant Treasurer

            


    

    


    



    
      
        
          Amendment
No. 4

        

         


      

      
         


        
          

        

      

      
         


      

    


    NAME OF
LENDER:

     

    
      	
               
      

            	
              ____________________________________

            


    

    


    


    By:                                                      

    Name:

    Title: