DYNEGY INC. By: ----------------------------- Name: Stephen W. Bergstrom Title: President Matthew K. Schatzman December 10, 1999 Page 10 AGREED AND ACCEPTED this day of December, 1999 ----- ------------------------------ Matthew K. Schatzman
DYNEGY INC. Guarantor") is a corporation duly organized and existing under the laws of the State of Delaware and is authorized to perform the obligations required of Guarantor under the Guaranty.
DYNEGY INC shall experience a Material Adverse Change; provided, however, such Material Adverse Change shall not be considered an Event of Default if Dynegy Inc., or Dynegy delivers or causes to be delivered to Georgia Power: (a) a guaranty agreement issued by Dynegy Holdings Inc. (or any other third party guarantor) in form and substance comparable to the Guaranty, and guaranteeing the obligations of Dynegy for the remainder of the Term, provided that for such replacement guaranty to be sufficient to remove an Event of Default arising under this Section 14.1.7, Dynegy Holdings Inc. (or such third party guarantor) must not, at the time of replacement, be experiencing a Material Adverse Change of the type described in Section 220.127.116.11; or (b) Eligible Collateral in an amount equal to the next [redacted]. Eligible Collateral will be adjusted on the last day of each Month during the Material Adverse Change Event as dictated by changes in [redacted].
DYNEGY INC shall fail to perform any covenant set forth in the Guaranty, or the Guaranty shall expire and shall not be replaced with comparable assurance to Georgia Power, with Georgia Power's consent, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary contained in this Agreement, if the Guaranty shall expire or if Dynegy Inc. shall fail to perform any of its obligations under the Guaranty, Dynegy shall have the right to replace the Guaranty with a replacement guaranty agreement issued by Dynegy Holdings Inc., which replacement guaranty shall be in form and substance similar to the Guaranty. In such event, and provided that at the time of replacement, Dynegy Holdings Inc. is not experiencing a Material Adverse Change of the type described in Section 18.104.22.168, Georgia Power shall be deemed to have consented to the delivery of the replacement guaranty.