Amendment No. 2 to the Fourth Amended and Restated Credit Agreement



 Exhibit 10.5 
 EXECUTION COPY 
 AMENDMENT NO. 2 
 AMENDMENT NO. 2 dated as of July 11, 2006 to the Credit Agreement referred to below, among DYNEGY HOLDINGS INC. (the
“Borrower”), DYNEGY INC. (the “Parent Guarantor”), the SUBSIDIARY GUARANTORS party thereto (the “Subsidiary Guarantors”), the Lenders (as defined in the Credit Agreement referred to below) party
thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A. and CITICORP USA, INC., as Administrative Agents, CITICORP USA, INC., as Payment Agent, JPMORGAN CHASE BANK, N.A., as Collateral Agent, and each L/C ISSUER party thereto.

 PRELIMINARY STATEMENTS 
 1. The Borrower, the Parent Guarantor, the Subsidiary Guarantors, the Lenders, the Administrative Agents and the Collateral Agent are parties to a Fourth Amended and Restated Credit Agreement dated as of April 19, 2006 (as
heretofore modified and supplemented and in effect on the date hereof, the “Credit Agreement”). 
 2. The Borrower has
requested that the Lenders agree to certain amendments to the Credit Agreement. 
 In consideration of the mutual covenants and agreements
herein contained, the parties hereto hereby agree as follows: 
 Section 1. Defined Terms. Except as otherwise defined in this
Amendment No. 2, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
 Section 2. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 of this Amendment No. 2, but effective as of the date hereof, the Credit Agreement is hereby
amended as follows: 
 2.01. Definitions. Section 1.01 of the Credit Agreement shall be amended by inserting the following new
definition in the appropriate alphabetical location as follows: 
 “Revolving Approved Fund” means any
Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Revolving Credit
Lender, (b) an Affiliate of a Revolving Credit Lender or (c) an entity or an Affiliate of an entity that administers or manages a Revolving Credit Lender. 
 2.02. Successors and Assigns. Section 11.07(b) of the Credit Agreement shall be amended by amending and restating in its entirety clause (A) of clause (ii) of the proviso in the first sentence
thereof to read as follows: 
 “(A) in respect of the Revolving Credit Facility, to a Revolving Credit Lender, an
Affiliate of a Revolving Credit Lender or a Revolving Approved Fund;”. 
 Section 3. Representations and Warranties. Each of
the Borrower and the Parent Guarantor represents and warrants to the Lenders and the Agents that (a) the representations and 
 Amendment
No. 2 







 warranties of each Loan Party contained in Article V of the Credit Agreement or in any other Loan Document, or which
are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date hereof 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) and the consolidated financial statements of the Parent Guarantor and the Borrower as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2006 furnished pursuant to
Sections 6.01(b) and (d), respectively, of the Credit Agreement fairly present in all material respects the consolidated financial condition of the Parent Guarantor or the Borrower, respectively, and its Subsidiaries as of the date thereof and
their results of operations for the period covered thereby in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes, (b) no Default shall exist and (c) since December 31, 2005, 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. 
 Section 4. Conditions to Effectiveness. The effectiveness of the amendments to the Credit Agreement set forth in Section 2 of this
Amendment No. 2 is subject to the receipt by the Payment Agent of one or more duly executed and delivered counterparts of this Amendment No. 2 from each of the Borrower, the Parent Guarantor, Lenders constituting the Required
Lenders, each of the Revolving Credit Lenders and the Administrative Agents. 
 Section 5. Confirmation of Guarantee and Collateral
Documents. Each of the Loan Parties hereby 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) 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. 2 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. 2 by signing any such counterpart. This Amendment No. 2 shall be governed by, and construed in
accordance with, the law of the State of New York. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed and
delivered by their respective proper and duly authorized officers as of the day and year first above written. 
  

			
	DYNEGY INC.
		
	By:	 	 /s/ Charles C. Cook

	Name:	 	Charles C. Cook
	Title:	 	Senior Vice President and Treasurer
	
	DYNEGY HOLDINGS INC.
		
	By:	 	 /s/ Charles C. Cook

	Name:	 	Charles C. Cook
	Title:	 	Senior Vice President and Treasurer


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	 SUBSIDIARY GUARANTORS:

	
	 DYNEGY POWER CORP.

	 DPC II INC.

	 DYNEGY ENGINEERING, INC.

	 DYNEGY SERVICES, INC.

	 DYNEGY POWER MANAGEMENT SERVICES, L.P.

	 CALCASIEU POWER, INC.

	 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.

	 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 UPPER HOLDINGS, L.L.C.

	 DYNEGY HOLDING COMPANY, L.L.C

		
	 By:
	 	 /s/ Charles C. Cook

	 Name:
	 	 Charles C. Cook

	 Title:
	 	 Senior Vice President and Treasurer



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	 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.

	 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.

	 GASIFICATION SERVICES, INC.

	 PAMETTO POWER, L.L.C.

	 DYNEGY OPERATING COMPANY

		
	 By:
	 	 /s/ Charles C. Cook

	 Name:
	 	 Charles C. Cook

	 Title:
	 	 Senior Vice President and Treasurer



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	 GEORGIA MERCANTILE POWER, INC.

	 HEARD COUNTY POWER, 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.

	 DYNEGY STRATEGIC INVESTMENTS GP, L.L.C.

	 RENAISSANCE POWER, L.L.C.

	 ROLLING HILLS GENERATING, L.L.C.

	 DYNEGY POWER MARKETING, INC.

	 DYNEGY ENERGY SERVICES, INC.

	 ILLINOIS POWER ENERGY, INC.

	 DES NORTHEAST, INC.

	 DEM GP, LLC

	 DYNEGY ENERGY MARKETING, LP

	 DYNEGY ADMINISTRATIVE SERVICES COMPANY

	 NIPC, INC.

	 DYNEGY CATLIN MEMBER, INC.

	 DYNEGY MIDWEST GENERATION , INC.

	 DYNEGY I.T., INC.

	 JAMES RIVER ENERGY CORP.

	 DPC POWER RESOURCES HOLDING COMPANY

	 ROCKINGHAM POWER, L.L.C.

	 DYNEGY POWER DEVELOPMENT COMPANY

		
	 By:
	 	 /s/ Charles C. Cook

	 Name:
	 	 Charles C. Cook

	 Title:
	 	 Senior Vice President and Treasurer



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	 DYNEGY STRATEGIC INVESTMENTS LP, INC.

	 DYNEGY DANSKAMMER, L.L.C.

	 DYNEGY MIDSTREAM HOLDINGS, INC.

	 DYNEGY GAS TRANSPORTATION, INC.

	 DYNEGY STORAGE TECHNOLOGY AND SERVICES, INC.

	 CHESAPEAKE POWER, INC.

	 ROCKY ROAD POWER LLC

		
	 By:
	 	 /s/ Charles C. Cook

		
	 Name:
	 	 Charles C. Cook

	 Title:
	 	 Senior Vice President and Treasurer



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	COGEN LYONDELL, INC.
		
	By:	 	 /s/ Charles C. Cook

	Name:	 	Charles C. Cook
	Title:	 	Senior Vice President and Treasurer


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	DYNEGY MANAGEMENT, INC.
	DEM L.P., LLC
	DMT L.P., L.L.C.
		
	By:	 	 /s/ Richard W. Eimer

	Name:	 	Richard W. Eimer
	Title:	 	Senior Vice President


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	ADMINISTRATIVE AGENTS
	
	JPMORGAN CHASE BANK. N.A.
		
	By:	 	 /s/ Robert W. Traband

	Name:	 	Robert W. Traband
	Title:	 	Vice President
	
	 CITICORP USA, INC.
 as Administrative Agent
and Lender

		
	By:	 	 /s/ Richard Evans

	Name:	 	Richard Evans
	Title:	 	Vice President


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	LENDERS
	
	Name of Lender:
	
	Ares VR CLO Ltd.
		
	By:	 	Ares CLO Management VR, L.P.,
		 	Investment Manager
		
	By:	 	Ares CLO GP VR, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Americo Cascella

	Name:	 	Americo Cascella
	Title:	 	Vice President
	
	LENDERS
	
	Name of Lender:
	
	Ares VIR CLO Ltd.
		
	By:	 	Ares CLO Management VIR, L.P.,
		 	Investment Manager
		
	By:	 	Ares CLO GP VIR, LLC,
		 	Its General Partner
		
	By:	 	 /s/ Americo Cascella

	Name:	 	Americo Cascella
	Title:	 	Vice President
	
	LENDERS
	
	Name of Lender:
	
	CONFLUENT 2 LIMITED
		
	By:	 	Ares Private Account Management I, L.P., as
		 	Sub-Manager
		
	By:	 	Ares Private Account Management I GP, LLC,
		 	as General Partner
		
	By:	 	 /s/ Americo Cascella

	Name:	 	Americo Cascella
	Title:	 	Vice President
	
	LENDERS
	
	Name of Lender:
	
	ABN Amro Bank N.V.
		
	By:	 	 /s/ Jim Moyes

	Name:	 	Jim Moyes
	Title:	 	Managing Director
		
	By:	 	 /s/ John Reed

	Name:	 	John Reed
	Title:	 	Director
	
	LENDERS
	
	Name of Lender:
	
	Bank of America, N.A.
		
	By:	 	 /s/ Kevin P. Bertelsen

	Name:	 	Kevin P. Bertelsen
	Title:	 	Senior Vice President
	
	LENDERS
	
	Name of Lender:
	
	Credit Suisse, Cayman Islands Branch:
		
	By:	 	 /s/ Thomas R. Cantello

	Name:	 	Thomas R. Cantello
	Title:	 	Vice President
		
	By:	 	 /s/ James Neira

	Name:	 	James Neira
	Title:	 	Associate
	
	LENDERS
	
	Name of Lender:
	
	Dresdner Bank AG, New York and Grand Cayman Branches
		
	By:	 	 /s/ Thomas R. Brady

	Name:	 	Thomas R. Brady
	Title:	 	Director
		
	By:	 	 /s/ Brian M. Smith

	Name:	 	Brian M. Smith
	Title:	 	Managing Director
	
	LENDERS
	
	Name of Lender:
	
	General Electric Capital Corporation
		
	By:	 	 /s/ Matthew A. Toth III

	Name:	 	Matthew A. Toth III
	Title:	 	Authorized Signatory
	
	LENDERS
	
	Name of Lender:
	
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Robert W. Traband

	Name:	 	Robert W. Traband
	Title:	 	Vice President
	
	LENDERS
	
	Name of Lender:
	
	Lehman Commercial Paper Inc. and its affiliates
		
	By:	 	 /s/ Maria M. Lund

	Name:	 	Maria M. Lund
	Title:	 	Authorized Signatory
	
	LENDERS
	
	Name of Lender:
	
	Union Bank of California, N.A.
		
	By:	 	 /s/ Susan K. Johnson

	Name:	 	Susan K. Johnson
	Title:	 	Vice President


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