1,650,000,000 Principal Amount DYNEGY HOLDINGS INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2007 • Dynegy Inc. • Electric services • New York
Dynegy Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers named in Schedule A (collectively, the “Initial Purchasers”) to the purchase agreement dated May 17, 2007 (the “Purchase Agreement”), subject to the terms and conditions stated therein, $550,000,000 aggregate principal amount of its 7.5% Senior Unsecured Notes due 2015 and $1,100,000,000 aggregate principal amount of its 7.75% Senior Unsecured Notes due 2019 (collectively, the “Initial Securities”). The Initial Securities will be issued under a third and fourth supplemental indenture, respectively, each dated as of or about May 24, 2007 to the indenture dated September 26, 1996, as amended and restated as of March 23, 1998, amended and restated again as of March 14, 2001, supplemented by a first supplemental indenture dated as of July 25, 2003 and supplemented by a second supplemental indenture dated as of April 12, 2006 (collectively, the “Indenture”), between the
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of November 22, 2010 between DYNEGY INC. and MELLON INVESTOR SERVICES LLC, as Rights AgentStockholder Protection Rights Agreement • November 24th, 2010 • Dynegy Inc. • Electric services • Delaware
STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of November 22, 2010, between Dynegy Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
DYNEGY INC. 5.875% SENIOR NOTES DUE 2023 PURCHASE AGREEMENTPurchase Agreement • May 21st, 2013 • Dynegy Inc. • Electric services • New York
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 5th, 2010 • Dynegy Inc. • Electric services
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made as of the ___th day of March, 2010, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and Bruce A. Williamson (“Employee”). A copy of the Dynegy Inc. _____ Long Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • March 5th, 2010 • Dynegy Inc. • Electric services
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made as of the ___th day of March, 2010, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and (“Employee”). A copy of the Dynegy Inc. _____ Long-Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.
CREDIT AGREEMENT dated as of August 5, 2011, among DYNEGY POWER, LLC, as Borrower, DYNEGY GAS INVESTMENTS HOLDINGS, LLC, as Intermediate Holdings, THE LENDERS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and...Credit Agreement • August 8th, 2011 • Dynegy Inc. • Electric services • New York
CREDIT AGREEMENT (this “Agreement”) dated as of August 5, 2011, among DYNEGY POWER, LLC, a Delaware limited liability company (the “Borrower”), DYNEGY GAS INVESTMENTS HOLDINGS, LLC, a Delaware limited liability company (“Intermediate Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”) as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral trustee (in such capacity, including any successor thereto, the “Collateral Trustee”) for the Lenders, CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Bookrunners and Joint Lead Arrangers (collectively, the “Joint Lead Arrangers”), CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Syndication Agents (the “Joint Syndication Agents”), CREDIT SUISSE SECUR
FORM OF STOCK UNIT AWARD AGREEMENTForm of Stock Unit Award Agreement • March 2nd, 2018 • Dynegy Inc. • Electric services
THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the day of February, 2018, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and Robert Flexon (the “Employee”). A copy of the Amended and Restated Dynegy Inc. 2012 Long Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2015 • Dynegy Inc. • Electric services • Texas
This Amended and Restated Employment Agreement (this “Agreement”), dated as of May 6, 2015, is made and entered into by and between DYNEGY OPERATING COMPANY, a Delaware corporation (the “Company”), and ROBERT FLEXON (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2012 • Dynegy Inc. • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 1, 2012 by and among Dynegy Inc., a Delaware corporation (as reorganized following the Merger, the “Company”), and the parties identified as the “Investors” on the signature page hereto if such party, together with its Affiliates, Beneficially Owns as of the Effective Date Registrable Securities representing at least 10% of the then issued and outstanding New Common Stock and any parties identified on the signature pages of any joinder agreements executed and delivered pursuant to Section 10 and Section 11 hereof (each, including the Investor, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 13 hereof.
FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (CEO)Non-Qualified Stock Option Award Agreement • May 5th, 2017 • Dynegy Inc. • Electric services
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made as of the 1 day of March, 2017, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and Robert Flexon (“Employee”). A copy of the Dynegy Inc. 2012 Long Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG DYNEGY INC., THE GUARANTORS party hereto and Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC as representatives of the Initial Purchasers (as defined herein) Dated as of May 20, 2013Registration Rights Agreement • May 21st, 2013 • Dynegy Inc. • Electric services • New York
Each broker-dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it shall deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a Prospectus, a broker-dealer shall not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • November 14th, 2011 • Dynegy Inc. • Electric services
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) is made as of the 30th day of August, 2011, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and CAROLYN J. BURKE (“Employee”). A copy of the Dynegy Inc. 2010 Long Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.
FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 10th, 2009 • Dynegy Inc. • Electric services • New York
This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of April 2, 2007, among DYNEGY HOLDINGS INC., the PARENT (as defined below), the INTERMEDIATE PARENT (as defined below) and the other GUARANTORS party hereto, the Lenders party hereto, 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 hereto.
WARRANT AGREEMENT BETWEEN DYNEGY INC. AND COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS WARRANT AGENT OCTOBER 1, 2012Warrant Agreement • October 4th, 2012 • Dynegy Inc. • Electric services • New York
This WARRANT AGREEMENT (this “Agreement”), dated as of October 1, 2012 by and between DYNEGY INC., a Delaware corporation (the “Company”) and Computershare Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (collectively, the “Warrant Agent” or individually, “Computershare” and the “Trust Company,” respectively).
ContractControl Agreement • August 8th, 2011 • Dynegy Inc. • Electric services • New York
LETTER OF CREDIT REIMBURSEMENT AND COLLATERAL AGREEMENT, dated as of August 5, 2011, between DYNEGY MIDWEST GENERATION, LLC, as account party (the “Account Party”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, (“Credit Suisse”) as issuing lender (in such capacity, together with its successors and assigns in such capacity, the “Issuing Lender”).
SECOND SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEESSupplemental Indenture Subsidiary Guarantees • April 7th, 2015 • Dynegy Inc. • Electric services • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 1, 2015, among the Subsidiary Guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), each a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, and Wilmington Trust, National Association, as trustee under the indentures referred to below (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2012 • Dynegy Inc. • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [·], 2012 by and among Dynegy Inc., a Delaware corporation (as reorganized following the Merger, the “Company”), and the parties identified as the “Investors” on the signature page hereto if such party, together with its Affiliates, Beneficially Owns as of the Effective Date Registrable Securities representing at least 10% of the then issued and outstanding New Common Stock and any parties identified on the signature pages of any joinder agreements executed and delivered pursuant to Section 10 and Section 11 hereof (each, including the Investor, a “Holder” and, collectively, the “Holders”). Capitalized terms used but not otherwise defined herein are defined in Section 13 hereof.
FORM OF PHANTOM STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • November 7th, 2012 • Dynegy Inc. • Electric services
THIS PHANTOM STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the ___th day of [_______, 2012], between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and the named employee (the “Employee”). A copy of the Dynegy Inc. 2009 Phantom Stock Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.
FORM OF PERFORMANCE AWARD AGREEMENT (EVP)Form of Performance Award Agreement • May 5th, 2017 • Dynegy Inc. • Electric services
THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”) is made as of the 1 day of March, 2017, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and Named Employee (“Employee”). A copy of the Amended and Restated Dynegy Inc. 2012 Long Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.
AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • December 27th, 2011 • Dynegy Inc. • Electric services • New York
AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”), dated as of December 26, 2011, among (i) Dynegy Inc. (“DI”), (ii) Dynegy Holdings, LLC (“DH”), on behalf of itself and certain of its subsidiaries (collectively, the “Company”)(1) and (iii) the undersigned, each as the beneficial owners (or advisors, nominees or investment managers for the beneficial owner(s)) of a portion of the outstanding Notes (as defined herein) issued by DH (the “Consenting Noteholders” and, together with DI and the Company, each referred to as a “Party” and collectively referred to as the “Parties”).
ContractPerformance Award Agreement • March 5th, 2010 • Dynegy Inc. • Electric services
THIRD SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEESSupplemental Indenture Subsidiary Guarantees • April 8th, 2015 • Dynegy Inc. • Electric services • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 2, 2015, among the Subsidiary Guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), each a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indentures referred to below (the “Trustee”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 2nd, 2012 • Dynegy Inc. • Electric services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 28, 2012 (this “Agreement”), by and between Dynegy Inc., a Delaware corporation (“Dynegy”), and Dynegy Holdings, LLC, a Delaware limited liability company (“DH”) and a wholly-owned subsidiary of Dynegy.
FORM OF PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • May 9th, 2007 • Dynegy Inc. • Electric services
THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”) is made as of the [ ] day of April, 2007, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and [ ] (“Employee”). A copy of the Dynegy Inc. [2002 or 2000] Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.
ASSET PURCHASE AGREEMENT by and between AEP Generation Resources Inc. as Seller and Dynegy Zimmer, LLC as Buyer Dated as of February 23, 2017Asset Purchase Agreement • February 28th, 2017 • Dynegy Inc. • Electric services • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 23, 2017, is entered into by and between AEP Generation Resources Inc., a Delaware corporation (“Seller”), and Dynegy Zimmer, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are herein referred to individually as a “Party” and collectively as the “Parties.”
COLLATERAL TRUST AND INTERCREDITOR AGREEMENT Dated as of April 23, 2013 Among DYNEGY INC., THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, CREDIT SUISSE AG, CAYMAN ISLANDS...Collateral Trust and Intercreditor Agreement • April 24th, 2013 • Dynegy Inc. • Electric services • New York
This COLLATERAL TRUST AND INTERCREDITOR AGREEMENT is dated as of April 23, 2013, and entered into by and among DYNEGY INC., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors (as defined below), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as collateral trustee for the First-Lien Secured Parties (as defined below), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (as defined below), and each of the other Persons (as defined below) party hereto from time to time in accordance with the terms hereof. Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
DYNEGY INC. 22,500,000 Shares of Common Stock, $0.01 par value per share UNDERWRITING AGREEMENTDynegy Inc. • October 14th, 2014 • Electric services • New York
Dynegy Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 22,500,000 shares of its common stock, $0.01 par value per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters up to 3,375,000 additional shares of its common stock, $0.01 par value per share (the “Additional Shares”), if and to the extent that you, as Representatives of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.” The shares of common stock, $0.01 par value per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “
SECOND SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEESSupplemental Indenture Subsidiary Guarantees • April 8th, 2015 • Dynegy Inc. • Electric services • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 2, 2015, among the Subsidiary Guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), each a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indentures referred to below (the “Trustee”).
GUARANTEE AND COLLATERAL AGREEMENT dated as of August 5, 2011 among Dynegy Midwest Generation, LLC, the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral TrusteeGuarantee and Collateral Agreement • August 8th, 2011 • Dynegy Inc. • Electric services • Delaware
GUARANTEE AND COLLATERAL AGREEMENT dated as of August 5, 2011 (this “Agreement”), among Dynegy Midwest Generation, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as collateral trustee (in such capacity, the “Collateral Trustee”).
COLLATERAL TRUST AND INTERCREDITOR AGREEMENT Dated as of August 5, 2011 Among DYNEGY POWER, LLC, DYNEGY GAS INVESTMENTS HOLDINGS, LLC, THE SUBSIDIARY GUARANTORS PARTY HERETO FROM TIME TO TIME, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative...Intercreditor Agreement • August 8th, 2011 • Dynegy Inc. • Electric services • New York
This COLLATERAL TRUST AND INTERCREDITOR AGREEMENT is dated as of August 5, 2011, and entered into by and among DYNEGY GAS INVESTMENTS HOLDINGS, LLC (“Intermediate Holdings”), DYNEGY POWER, LLC (the “Borrower”), the Subsidiary Guarantors (as defined below), CREDIT SUISSE AG, CAYMAN ISLAND BRANCH (“Credit Suisse”), in its capacity as collateral trustee for the Secured Parties (as defined below), CREDIT SUISSE, as Administrative Agent (as defined below), and each of the other Persons (as defined below) party hereto from time to time in accordance with the terms hereof. Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.
TRANSACTION AGREEMENT by and between AMEREN CORPORATION and ILLINOIS POWER HOLDINGS, LLCTransaction Agreement • March 15th, 2013 • Dynegy Inc. • Electric services • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of March 14, 2013, is by and between Ameren Corporation, a Missouri corporation (“Seller”) and Illinois Power Holdings, LLC, a Delaware limited liability company (“IPH”).
CREDIT AGREEMENT dated as of March 29, 2007 among PLUM POINT ENERGY ASSOCIATES, LLC, as Borrower THE LENDERS PARTY HERETO FROM TIME TO TIME AMBAC ASSURANCE CORPORATION, as Loan Insurer THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent and...Credit Agreement • August 10th, 2009 • Dynegy Inc. • Electric services • New York
This CREDIT AGREEMENT, dated as of March 29, 2007 (this “Agreement”), is entered into by and among PLUM POINT ENERGY ASSOCIATES, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party hereto, AMBAC ASSURANCE CORPORATION, as the Loan Insurer, THE ROYAL BANK OF SCOTLAND PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), THE BANK OF NEW YORK, not in its individual capacity but solely as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), THE ROYAL BANK OF SCOTLAND PLC, as Issuing Bank, and RBS SECURITIES CORPORATION, as sole bookrunner (in such capacity, the “Sole Bookrunner”) and as sole lead arranger (in such capacity, the “Arranger”).
AMENDED AND RESTATED INTERIM SPONSORS AGREEMENTLimited Liability Company Agreement • June 28th, 2016 • Dynegy Inc. • Electric services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ATLAS POWER, LLC, a Delaware limited liability company (the “Company”), dated and effective as of [·] (the “Effective Date”), is made and entered into by and among:
AMENDMENT NO. 2 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • February 23rd, 2011 • Dynegy Inc. • Electric services • New York
THIS AMENDMENT NO. 2 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT (this “Amendment No. 2”) is made and entered into as of February 21, 2011 between Dynegy Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
PERFORMANCE AWARD AGREEMENTPerformance Award Agreement • May 8th, 2008 • Dynegy Inc. • Electric services
THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”) is made as of the 6th day of March, 2008, between DYNEGY INC., a Delaware corporation (“Dynegy”), and all of its Affiliates (collectively, the “Company”), and Bruce A. Williamson (“Employee”). A copy of the Dynegy Inc. 2000 Long Term Incentive Plan (the “Plan”) is annexed to this Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.
