SECOND SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEES
Exhibit 4.3
SECOND SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
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”).
W I T N E S S E T H
WHEREAS, the Company (as successor by merger to Dynegy Finance I, Inc.) has heretofore executed and delivered to the Trustee an indenture (as supplemented, the “Indenture”), dated as of October 27, 2014, between the Company and the Trustee, providing for the original issuance of an aggregate principal amount of $840,000,000 of 6.75% Senior Notes due 2019 (the “Initial Notes”) and, subject to the terms of the Indenture, future unlimited issuances of 6.75% Senior Notes due 2019 (the “Additional Notes, and together with the Initial Notes, the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Subsidiary Guarantees”); and
WHEREAS, pursuant to Section 4.07 of the Indenture, the Trustee, the Company and the other Subsidiary Guarantors are authorized and required to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company and the other Subsidiary Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to be Bound; Guarantee. Each of the Guaranteeing Subsidiaries hereby become a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture. Each of the Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture. In furtherance of the foregoing, each of the Guaranteeing Subsidiaries shall be deemed a Subsidiary Guarantor for purposes of Article 10 of the Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INDENTURE, THE NOTES, THIS SUPPLEMENTAL INDENTURE AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions
1
thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
[Signature Page Follows]
2
IN WITNESS WHEREOF, we have hereunto signed our names as of the date set forth below.
| Dated: | April 2, 2015 |
|
| |
|
|
| |||
|
| DYNEGY INC. | |||
|
|
| |||
|
| By: | /s/ Robert C. Flexon | ||
|
| Name: | Robert C. Flexon | ||
|
| Title: | President & Chief Executive Officer | ||
|
|
| |||
|
| DYNEGY ENERGY SERVICES (EAST), LLC | |||
|
|
| |||
|
| By: | /s/ Robert C. Flexon | ||
|
| Name: | Robert C. Flexon | ||
|
| Title: | Chief Executive Officer | ||
|
|
| |||
|
| DYNEGY RESOURCE I, LLC | |||
|
| DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC | |||
|
| DYNEGY CONESVILLE, LLC | |||
|
| DYNEGY DICKS CREEK, LLC | |||
|
| DYNEGY FAYETTE II, LLC | |||
|
| DYNEGY HANGING ROCK II, LLC | |||
|
| DYNEGY KILLEN, LLC | |||
|
| DYNEGY LEE II, LLC | |||
|
| DYNEGY MIAMI FORT, LLC | |||
|
| DYNEGY STUART, LLC | |||
|
| DYNEGY WASHINGTON II, LLC | |||
|
| DYNEGY ZIMMER, LLC | |||
|
| DYNEGY COAL GENERATION, LLC | |||
|
| DYNEGY GAS GENERATION, LLC | |||
|
| DYNEGY GENERATION HOLDCO, LLC | |||
|
|
| |||
|
| By: | /s/ Robert C. Flexon | ||
|
| Name: | Robert C. Flexon | ||
|
| Title: | President & Chief Executive Officer | ||
|
|
| |||
|
| DYNEGY ENERGY SERVICES, LLC | |||
|
|
| |||
|
| By: | /s/ Robert C. Flexon | ||
|
| Name: | Robert C. Flexon | ||
|
| Title: | Chief Executive Officer | ||
[SIGNATURE PAGES CONTINUE]
|
| BLUE RIDGE GENERATION LLC | |
|
| BLACK MOUNTAIN COGEN, INC. | |
|
| CASCO BAY ENERGY COMPANY, LLC | |
|
| DYNEGY ADMINISTRATIVE SERVICES COMPANY | |
|
| DYNEGY COAL HOLDCO, LLC | |
|
| DYNEGY COAL INVESTMENTS HOLDINGS, LLC | |
|
| DYNEGY COAL TRADING & TRANSPORTATION, L.L.C. | |
|
| DYNEGY EQUIPMENT, LLC | |
|
| DYNEGY GASCO HOLDINGS, LLC | |
|
| DYNEGY GAS HOLDCO, LLC | |
|
| DYNEGY GAS IMPORTS, LLC | |
|
| DYNEGY GAS INVESTMENTS, LLC | |
|
| DYNEGY GAS INVESTMENTS HOLDINGS, LLC | |
|
| DYNEGY GLOBAL LIQUIDS, INC. | |
|
| DYNEGY KENDALL ENERGY, LLC | |
|
| DYNEGY MARKETING AND TRADE, LLC | |
|
| DYNEGY MIDWEST GENERATION, LLC | |
|
| DYNEGY MORRO BAY, LLC | |
|
| DYNEGY MOSS LANDING, LLC | |
|
| DYNEGY OAKLAND, LLC | |
|
| DYNEGY OPERATING COMPANY | |
|
| DYNEGY POWER, LLC | |
|
| DYNEGY POWER GENERATION INC. | |
|
| DYNEGY POWER MARKETING, LLC | |
|
| DYNEGY SOUTH BAY, LLC | |
|
| HAVANA DOCK ENTERPRISES, LLC | |
|
| ILLINOVA CORPORATION | |
|
| ONTELAUNEE POWER OPERATING COMPANY, LLC | |
|
| SITHE ENERGIES, INC. | |
|
| SITHE/INDEPENDENCE LLC | |
|
|
| |
|
| By: | /s/ Robert C. Flexon |
|
| Name: | Robert C. Flexon |
|
| Title: | President & Chief Executive Officer |
[SIGNATURE PAGES CONTINUE]
|
| EQUIPOWER RESOURCES CORP. | |
|
| DYNEGY RESOURCE II, LLC | |
|
| DYNEGY RESOURCE III, LLC | |
|
| DYNEGY RESOURCES HOLDCO I, LLC | |
|
| DYNEGY RESOURCES HOLDCO II, LLC | |
|
| DYNEGY RESOURCES GENERATING HOLDCO, LLC | |
|
| RICHLAND GENERATION EXPANSION LLC | |
|
| MILFORD POWER COMPANY, LLC | |
|
| LAKE ROAD HOLDINGS GP, LLC | |
|
| LAKE ROAD HOLDINGS LP, LLC | |
|
| LAKE ROAD GENERATING COMPANY, L.P. | |
|
| RSG POWER, LLC | |
|
| RICHLAND-STRYKER GENERATION, LLC | |
|
| DYNEGY RESOURCES MANAGEMENT, LLC | |
|
| DIGHTON POWER, LLC | |
|
| MASSPOWER HOLDCO, LLC | |
|
| MASSPOWER PARTNERS I, LLC | |
|
| MASSPOWER PARTNERS II, LLC | |
|
| MASSPOWER | |
|
| LIBERTY ELECTRIC GENERATION HOLDINGS, LLC | |
|
| LEP HOLDINGS, LLC | |
|
| LIBERTY ELECTRIC PA 2, LLC | |
|
| LIBERTY ELECTRIC POWER, LLC | |
|
| TOMCAT POWER, LLC | |
|
| KINCAID HOLDINGS, LLC | |
|
| KINCAID GENERATION, L.L.C. | |
|
| KINCAID ENERGY SERVICES COMPANY, LLC | |
|
| ELWOOD EXPANSION HOLDINGS, LLC | |
|
| ELWOOD ENERGY HOLDINGS, LLC | |
|
| ELWOOD SERVICES COMPANY, LLC | |
|
| ELWOOD ENERGY HOLDINGS II, LLC | |
|
| BRAYTON POINT HOLDINGS, LLC | |
|
| ECP II-B (BRAYTON POINT IP) CORP | |
|
| ECP II-C (BRAYTON POINT IP) CORP | |
|
|
| |
|
| By: | /s/ Robert C. Flexon |
|
| Name: | Robert C. Flexon |
|
| Title: | President & Chief Executive Officer |
[SIGNATURE PAGES CONTINUE]
|
| WILMINGTON TRUST, NATIONAL ASSOCIATION, | |
|
| as Trustee | |
|
|
| |
|
|
| |
|
| By: | /s/ Boris Treyger |
|
| Name: | Boris Treyger |
|
| Title: | Vice President |
SCHEDULE I
SUBSIDIARY GUARANTORS
| DYNEGY ENERGY SERVICES (EAST), LLC |
|
| DYNEGY RESOURCE I, LLC |
|
| DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC |
|
| DYNEGY CONESVILLE, LLC |
|
| DYNEGY DICKS CREEK, LLC |
|
| DYNEGY FAYETTE II, LLC |
|
| DYNEGY HANGING ROCK II, LLC |
|
| DYNEGY KILLEN, LLC |
|
| DYNEGY LEE II, LLC |
|
| DYNEGY MIAMI FORT, LLC |
|
| DYNEGY STUART, LLC |
|
| DYNEGY WASHINGTON II, LLC |
|
| DYNEGY ZIMMER, LLC |
|
| DYNEGY COAL GENERATION, LLC |
|
| DYNEGY GAS GENERATION, LLC |
|
| DYNEGY GENERATION HOLDCO, LLC |
|
| DYNEGY ENERGY SERVICES, LLC |
|
| BLUE RIDGE GENERATION LLC |
|
| BLACK MOUNTAIN COGEN, INC. |
|
| CASCO BAY ENERGY COMPANY, LLC |
|
| DYNEGY ADMINISTRATIVE SERVICES COMPANY |
|
| DYNEGY COAL HOLDCO, LLC |
|
| DYNEGY COAL INVESTMENTS HOLDINGS, LLC |
|
| DYNEGY COAL TRADING & TRANSPORTATION, L.L.C. |
|
| DYNEGY EQUIPMENT, LLC |
|
| DYNEGY GASCO HOLDINGS, LLC |
|
| DYNEGY GAS HOLDCO, LLC |
|
| DYNEGY GAS IMPORTS, LLC |
|
| DYNEGY GAS INVESTMENTS, LLC |
|
| DYNEGY GAS INVESTMENTS HOLDINGS, LLC |
|
| DYNEGY GLOBAL LIQUIDS, INC. |
|
| DYNEGY KENDALL ENERGY, LLC |
|
| DYNEGY MARKETING AND TRADE, LLC |
|
| DYNEGY MIDWEST GENERATION, LLC |
|
| DYNEGY MORRO BAY, LLC |
|
| DYNEGY MOSS LANDING, LLC |
|
| DYNEGY OAKLAND, LLC |
|
| DYNEGY OPERATING COMPANY |
|
| DYNEGY POWER, LLC |
|
| DYNEGY POWER GENERATION INC. |
|
| DYNEGY POWER MARKETING, LLC |
|
| DYNEGY SOUTH BAY, LLC |
|
| HAVANA DOCK ENTERPRISES, LLC |
|
| ILLINOVA CORPORATION |
|
| ONTELAUNEE POWER OPERATING COMPANY, LLC |
|
| SITHE ENERGIES, INC. |
|
| SITHE/INDEPENDENCE LLC |
|
| EQUIPOWER RESOURCES CORP. |
|
| DYNEGY RESOURCE II, LLC |
|
| DYNEGY RESOURCE III, LLC |
|
| DYNEGY RESOURCES HOLDCO I, LLC |
|
| DYNEGY RESOURCES HOLDCO II, LLC |
|
Schedule I continues on next page
| DYNEGY RESOURCES GENERATING HOLDCO, LLC |
|
| RICHLAND GENERATION EXPANSION LLC |
|
| MILFORD POWER COMPANY, LLC |
|
| LAKE ROAD HOLDINGS GP, LLC |
|
| LAKE ROAD HOLDINGS LP, LLC |
|
| LAKE ROAD GENERATING COMPANY, L.P. |
|
| RSG POWER, LLC |
|
| RICHLAND-STRYKER GENERATION, LLC |
|
| DYNEGY RESOURCES MANAGEMENT, LLC |
|
| DIGHTON POWER, LLC |
|
| MASSPOWER HOLDCO, LLC |
|
| MASSPOWER PARTNERS I, LLC |
|
| MASSPOWER PARTNERS II, LLC |
|
| MASSPOWER |
|
| LIBERTY ELECTRIC GENERATION HOLDINGS, LLC |
|
| LEP HOLDINGS, LLC |
|
| LIBERTY ELECTRIC PA 2, LLC |
|
| LIBERTY ELECTRIC POWER, LLC |
|
| TOMCAT POWER, LLC |
|
| KINCAID HOLDINGS, LLC |
|
| KINCAID GENERATION, L.L.C. |
|
| KINCAID ENERGY SERVICES COMPANY, LLC |
|
| ELWOOD EXPANSION HOLDINGS, LLC |
|
| ELWOOD ENERGY HOLDINGS, LLC |
|
| ELWOOD SERVICES COMPANY, LLC |
|
| ELWOOD ENERGY HOLDINGS II, LLC |
|
| BRAYTON POINT HOLDINGS, LLC |
|
| ECP II-B (BRAYTON POINT IP) CORP |
|
| ECP II-C (BRAYTON POINT IP) CORP |
|
