Attached files
| file | filename |
|---|---|
| 8-K - DYNEGY HOLDINGS, LLC | dyn8k.htm |
| EX-99.1 - DYNEGY HOLDINGS, LLC | pressrelease.htm |
DYNEGY
HOLDINGS INC.
SIXTH
SUPPLEMENTAL INDENTURE
Dated
as of December 30, 2009
to
the
INDENTURE
Originally
dated as of September 26, 1996,
as
amended and restated
on
March 23, 1998
and
March 14, 2001
between
DYNEGY
HOLDINGS INC.
and
WILMINGTON
TRUST COMPANY
(as
successor to
JPMorgan
Chase Bank, N.A.,
successor
to Bank One Trust Company,
National
Association),
as
the Trustee
Table of
Contents
Page
ARTICLE
I
AMENDMENTS
|
SECTION
1.1
|
Amendment
to Section 1.01
|
2
|
|
SECTION
1.2
|
Amemdment
to Section 7.04
|
2
|
|
SECTION
1.3
|
Amendment
to Section 8.01
|
2
|
|
SECTION
1.4
|
Amendment
to Section 10.05
|
2
|
|
SECTION
1.5
|
Amendment
to Section 10.06
|
2
|
|
SECTION
1.6
|
Conforming
Amendments
|
2
|
|
SECTION
1.7
|
Applicability
|
2
|
ARTICLE
II
MISCELLANEOUS
|
SECTION
2.1
|
Ratification;
Conflict
|
2
|
|
SECTION
2.2
|
Conflict
with the Trust Indenture Act
|
3
|
|
SECTION
2.3
|
Certain
Defined Terms
|
3
|
|
SECTION
2.4
|
Counterparts
|
3
|
|
SECTION
2.5
|
Governing
Law
|
3
|
|
SECTION
2.6
|
Effect
of Headings and Table of Contents
|
3
|
|
SECTION
2.7
|
Benefits
under Sixth Supplemental Indenture, etc.
|
3
|
|
SECTION
2.8
|
Severability
|
3
|
|
SECTION
2.9
|
Successors
|
3
|
SIXTH
SUPPLEMENTAL INDENTURE, dated as of December 30, 2009 (this “Sixth Supplemental
Indenture”), to the indenture dated September 26, 1996, as amended and
restated as of March 23, 1998, as amended and restated as of March 14, 2001 (the
“Amended and Restated
Indenture”), as supplemented by a first supplemental indenture dated as
of July 25, 2003 (the “First Supplemental
Indenture”), as supplemented by a second supplemental indenture dated as
of April 12, 2006 (the “Second Supplemental
Indenture”), as supplemented by a Third Supplemental Indenture dated as
of May 24, 2007 (the “Third Supplemental
Indenture”), as supplemented by a Fourth Supplemental Indenture dated as
of May 24, 2007 (the “Fourth Supplemental
Indenture”), and as supplemented by a Fifth Supplemental Indenture dated
as of December 1, 2009 (the “Fifth Supplemental
Indenture” and, together with the Amended and Restated Indenture, the
First Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, and the Fifth
Supplemental Indenture, the “Original Indenture”)
between Dynegy Holdings Inc., a Delaware corporation (the “Company”), and
Wilmington Trust Company (as successor to JP Morgan Chase Bank, N.A., successor
to Bank One Trust Company, National Association, the “Trustee”).
RECITALS
WHEREAS,
there is currently outstanding under the Original Indenture an aggregate
principal amount of $500,000,000 of the Company’s 6.875% Senior Notes due 2011,
CUSIP 26816LAD4 and $500,000,000 of the 8.750% Senior Notes due 2012, CUSIP
26816LAG7 (collectively,
the “Securities” and each
a “series” of Securities);
WHEREAS,
Section 9.02 of the Original Indenture provides that the Company, when
authorized by Board Resolution, and the Trustee may (subject to certain
exceptions), with the written consent of the holders of a majority in principal
amount of a particular series of Securities Outstanding (the “Requisite Consents”),
amend or supplement the Original Indenture with respect to such series, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Original Indenture or modifying in any manner the
rights of Holders of Securities of such series;
WHEREAS,
the Company has received the Requisite Consents to amend the Original Indenture
with respect to each such series of the Securities as set forth herein (the
“Amendments”)
and has delivered an Officers’ Certificate to the Trustee so certifying;
and
WHEREAS,
the Company has been authorized by a resolution of its board of directors to
enter into this Sixth Supplemental Indenture.
AGREEMENT
NOW,
THEREFORE, for and in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
ARTICLE
I
AMENDMENTS
SECTION
1.1 Amendment to Section
1.01. The
provisions of Section 1.01 of the Original Indenture are hereby amended by
deleting, in their entirety, those terms, and the respective meanings assigned
thereto, that are referred to solely in the provisions of those sections and
subsections of the Original Indenture (other than Section 1.01) that will be
amended by deleting the text of such section or subsection, as the case may be,
in its entirety (and inserting in lieu thereof the phrase “[intentionally
omitted]”), as a result of the execution of this Sixth Supplemental
Indenture.
SECTION
1.2 Amendment to Section
7.04. The
provisions of Section 7.04 of the Original Indenture are hereby amended by
deleting the text of such section in its entirety and inserting in lieu thereof
the phrase “[intentionally omitted].”
SECTION
1.3 Amendment to Section
8.01. Subsection
(2) of Section 8.01 is hereby amended by deleting the text of such subsection in
its entirety and inserting in lieu thereof the phrase “[intentionally
omitted].”
SECTION
1.4 Amendment to Section
10.05. The
provisions of Section 10.05 of the Original Indenture are hereby amended by
deleting the text of such section in its entirety and inserting in lieu thereof
the phrase “[intentionally omitted].”
SECTION
1.5 Amendment to Section
10.06. The
provisions of Section 10.06 of the Original Indenture are hereby amended by
deleting the text of such section in its entirety and inserting in lieu thereof
the phrase “[intentionally omitted].”
SECTION
1.6 Conforming
Amendments. The
form of Security and the outstanding Securities are hereby amended to make any
and all changes that correspond to the amendments to the Original Indenture set
forth in Sections
1.1, 1.2, 1.3, 1.4 and 1.5 of this Sixth
Supplemental Indenture.
SECTION
1.7 Applicability. The
provisions of this Article I shall apply
only to the Securities.
ARTICLE
II
MISCELLANEOUS
SECTION
2.1 Ratification;
Conflict. Upon execution and delivery of this Sixth
Supplemental Indenture, the Original Indenture shall be modified and amended in
accordance with this Sixth Supplemental Indenture, and all the terms and
conditions of both shall be read together as though they constitute one
instrument, except that, in case of conflict, the provisions of this Sixth
Supplemental Indenture will control. The Original Indenture, as modified and
amended by this Sixth Supplemental Indenture, is hereby ratified and confirmed
in all respects and shall bind every holder of Securities. In case of conflict
between the terms and conditions contained in the Securities and those contained
in the Original Indenture, as modified and amended by this Sixth Supplemental
Indenture, the provisions of the Original Indenture, as modified and amended by
this Sixth Supplemental Indenture, shall control.
SECTION
2.2 Conflict with the Trust
Indenture Act. If any provision of this Sixth Supplemental
Indenture limits, qualifies or conflicts with any provision of the Trust
Indenture Act of 1939 (the “TIA”) that is
required under the TIA to be part of and govern any provision of this Sixth
Supplemental Indenture, the provision of the TIA shall control. If any provision
of this Sixth Supplemental Indenture modifies or excludes any provision of the
TIA that may be so modified or excluded, the provision of the TIA shall be
deemed to apply to the Original Indenture as so modified or to be excluded by
this Sixth Supplemental Indenture.
SECTION
2.3 Certain Defined
Terms. Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings ascribed thereto in the Original Indenture.
SECTION
2.4 Counterparts. This
Sixth Supplemental Indenture may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
SECTION
2.5 Governing
Law. THIS
SIXTH SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.
SECTION
2.6 Effect of Headings and Table
of Contents. The
article and section headings herein and the table of contents are for
convenience only and shall not affect the construction hereof.
SECTION
2.7 Benefits under Sixth
Supplemental Indenture, etc.. Nothing
in this Sixth Supplemental Indenture or the Securities, express or implied,
shall give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder and the holders of the Securities, any
benefit of any legal or equitable right, remedy or claim under the Original
Indenture, this Sixth Supplemental Indenture or the Securities.
SECTION
2.8 Severability. In
case any provision in this Sixth Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
SECTION
2.9 Successors. All
agreements of the Company in this Sixth Supplemental Indenture shall bind their
respective successors. All agreements of the Trustee in this Sixth Supplemental
Indenture shall bind its successors.
[Signature Page
Follows]
IN
WITNESS WHEREOF, the parties have caused this Sixth Supplemental Indenture to be
duly executed by their respective officers thereunto duly authorized as of the
date first above written.
DYNEGY
HOLDINGS INC.
By:
Name:
Title:
WILMINGTON
TRUST COMPANY, as trustee
By:
Name:
Title:
[Signature
Page to Sixth Supplemental Indenture]