0001104659-16-129622 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • June 28th, 2016 • Dynegy Inc. • Electric services • New York

Reference is made to that certain Escrow Agreement, dated as of June 27, 2016 (the “Escrow Agreement”), among Dynegy Finance IV, Inc. (the “Borrower”), Morgan Stanley Senior Funding, Inc., as Administrative Agent and Wilmington Trust, National Association, as Escrow Agent. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Escrow Agreement. The Borrower hereby designates each of the following persons as its authorized representatives for purposes of the Escrow Agreement, and confirms that the title, contact information and specimen signature of each such person as set forth below is true and correct. Each such authorized representative is authorized to initiate and approve transactions of all types for the Escrow Account established under the Escrow Agreement to which this certificate (this “Exhibit A-1”) is attached, on behalf of the Borrower.

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WAIVER TO CREDIT AGREEMENT
Waiver to Credit Agreement • June 28th, 2016 • Dynegy Inc. • Electric services • New York

This WAIVER TO CREDIT AGREEMENT (this “Waiver”) is entered into as of June 27, 2016, among Dynegy Inc., a Delaware corporation (the “Borrower”) 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.

TERM LOAN CREDIT AGREEMENT among DYNEGY FINANCE IV, INC., VARIOUS LENDERS, and MORGAN STANLEY SENIOR FUNDING, INC., as ADMINISTRATIVE AGENT
Term Loan Credit Agreement • June 28th, 2016 • Dynegy Inc. • Electric services • New York

This TERM LOAN CREDIT AGREEMENT (this “Term Loan Credit Agreement”) is entered into as of June 27, 2016, among DYNEGY FINANCE IV, INC. (the “Borrower”), a Delaware corporation, MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”) under the Credit Documents, and each Lender (such term having the meaning assigned in Section 1 hereto) from time to time party hereto.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 28th, 2016 • Dynegy Inc. • Electric services • Delaware

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) is entered into as of June 27, 2016, among Dynegy Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Additional Lenders and Lenders party hereto providing the Revolving Commitment Increase described below (in such capacity, each, an “Incremental Revolving Lender” and, collectively, the “Incremental Revolving Lenders”), the Additional Lenders and Lenders party hereto providing the Incremental Term Loans described below (in such capacity, each, an “Incremental Term Lender” and, collectively, the “Incremental Term Lenders” and, together with the Incremental Revolving Lenders, the “Incremental Lenders”) and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”). 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 be

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