Dynegy Holdings LLC Bonds (DYN.HQ)

[Enterprising Investor]

Entry into a Material Definitive Agreement (5/02/12)

On May 1, 2012, Dynegy, Dynegy Gas Investments, LLC (“DGIN”), Dynegy Coal Holdco, LLC (“Coal Holdco”) and the Debtors entered into a settlement agreement (the “Settlement Agreement”) with (i) certain beneficial owners (or advisors, nominees or investment managers for the beneficial owners) of a portion of DH’s outstanding senior notes, solely in their capacities as holders of such senior notes and not in any other capacity (the “Consenting Senior Noteholders”), (ii) Resources Capital Management Corporation (“RCM”), Resources Capital Asset Recovery, L.L.C., Series DD and Series DR, Roseton OL LLC, Danskammer OL LLC, Roseton OP LLC, and Danskammer OP LLC (collectively, the “PSEG Entities”) and (iii) U.S. Bank National Association, not in its individual capacity but solely as successor indenture trustee under the Indenture of Trust, Mortgage, Assignment of Leases and Rents and Security Agreement related to Roseton Units 1 and 2, dated as of May 8, 2001, and the Indenture of Trust, Mortgage, Assignment of Leases and Rents and Security Agreement related to Danskammer Units 3 and 4, dated as of May 8, 2001 (collectively, the “Lease Indentures”) and successor pass through trustee under the Roseton-Danskammer 2001-Series B Pass Through Trust Agreement, dated as of May 1, 2001 (the “Pass Through Trust Agreement”), as directed by a majority of, and on behalf of all holders (the “Lease Certificate Holders”) of those certain pass-through trust certificates evidencing fractional undivided interests in the pass through trust established pursuant to the Pass Through Trust Agreement and which, among other things, holds the outstanding notes issued by Roseton OL LLC and Danskammer OL LLC, as owner lessors, under the Lease Indentures (the “Lease Trustee” and together with the Consenting Senior Noteholders and the PSEG Entities, the “Settling Claimants”). Each of the parties who have agreed to the Settlement Agreement shall be referred to herein as a “Party” and collectively as the “Parties.” The Parties (other than the Lease Trustee, but including certain Lease Certificate Holders (solely in their capacities as Lease Certificate Holders and not in any other capacity, the “Consenting Lease Certificate Holders”)) also have reached an agreement on a plan support agreement attached to the Settlement Agreement as Annex A (the “Plan Support Agreement” and together with the Settlement Agreement, the “Agreements”) pursuant to which the parties to the Plan Support Agreement agree, subject to the terms and conditions stated therein, to pursue and support a plan of reorganization containing the terms and conditions agreed upon by the Parties for the restructuring of DH. The Agreements were filed with the Court on May 1, 2012 and the Settlement Agreement remains subject to Court approval. Capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Agreements.

Link to Settlement Agreement:
http://sec.gov/Archives/edgar/data/1105055/000110465912032037/a12-11111_1ex10d1.htm

http://sec.gov/Archives/edgar/data/1105055/000110465912032037/a12-11111_18k.htm