Form 8-K DYNEGY INC. For: Oct 14 Filed by: Illinois Power Generating Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

October 14, 2016

DYNEGY INC.

(Exact name of registrant as specified in its charter)

ILLINOIS POWER GENERATING COMPANY

(Exact name of registrant as specified in its charter)

(713) 507-6400

(Registrants’ telephone number, including area code)

N.A.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                   Entry into a Material Definitive Agreement.

On October 14, 2016, Dynegy Inc. (“Dynegy”) and its indirect, wholly-owned subsidiaries, Illinois Power Generating Company (“Genco”), Illinois Power Marketing Company, Dynegy Administrative Services Company, Dynegy Operating Company, IPH, LLC, Illinois Power Resources Generating, LLC and Electric Energy, Inc. entered into a restructuring support agreement (the “Support Agreement”) with certain holders (the “Consenting Noteholders” and, together with Dynegy and Genco, the “Support Agreement Parties”) of Genco’s 7.00% Senior Notes, Series H, due 2018, 6.30% Senior Notes, Series I, due 2020, and 7.95% Senior Notes, Series F, due 2032 (collectively, the “Genco Notes”). Pursuant to the Support Agreement, the Support Agreement Parties have reached agreement and wish to implement a restructuring of the Genco Notes (the “Restructuring”) through either (a) out-of-court exchange offers (the “Exchange Offers”) of the Genco Notes or (b) a pre-packaged chapter 11 plan of reorganization for Genco (the “Plan”) consummated through a voluntary reorganization case (the “Chapter 11 Case”) pursuant to chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) to be filed with the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”). The consideration to be issued in the Restructuring shall consist of up to (i) $210.0 million aggregate principal amount of 7-year Senior Notes issued by Dynegy, (ii) $130 million in cash consideration (subject to certain deductions) and (iii) 10 million warrants for shares of Dynegy common stock. In addition, the Support Agreement provides that Consenting Noteholders who enter into the Support Agreement on or before October 21, 2016 (“Early Consenting Noteholders”) will be paid, upon consummation of the Restructuring, their pro rata share of $9.0 million in cash, with such pro rata share determined as the proportion that the amount of Genco Notes held by such Early Consenting Noteholder upon consummation of the Restructuring bears to the aggregate amount of all Genco Notes held by the Early Consenting Noteholders and Qualified Permitted Transferees (as defined in the Support Agreement) as of consummation of the Restructuring, subject to certain qualifications described in the Support Agreement.

If holders of 97% or more of the aggregate principal amount of Genco Notes participate in the Exchange Offers and the other conditions thereto are satisfied, Dynegy intends to consummate the Restructuring through the Exchange Offers. If holders of less than 97% of the aggregate principal amount of Genco Notes, but a majority in number of the holders who have voted on the Plan and who hold at least 66.7% in the aggregate amount of Genco Notes held by holders voting on the Plan have voted to accept the Plan, subject to satisfaction of the conditions in the Support Agreement, Dynegy intends to consummate the Restructuring through the Plan.

Pursuant to the Support Agreement, the Consenting Noteholders agree, subject to the terms and conditions contained in the Support Agreement, among other things, to (1) support and take all actions reasonably necessary to complete the Restructuring, including by tendering (and not withdrawing) their Genco Notes in the Exchange Offers, consenting in the Consent Solicitations (as defined in the Support Agreement) and voting in favor of the Plan; (2) not support any plan or transaction that is inconsistent with, or would impede, the Restructuring; and (3) not direct the trustee under the indentures governing the Genco Notes to take any action inconsistent with the Consenting Noteholders’ obligations under the Support Agreement. Dynegy and/or Genco agree under the Support Agreement, among other things, to (1) support and take all actions reasonably necessary to complete the Restructuring; (2) if all conditions to consummation of the Exchange Offers have been satisfied or waived, consummate the Exchange Offers no later than December 20, 2016; (3) if certain conditions are not met, subject to approval of Genco’s board of directors, commence the Chapter 11 Case; (4) use commercially reasonable efforts to obtain all required regulatory and/or third-party approvals for the Restructuring; and (5) not support any plan or transaction that is inconsistent with, or would impede, the Restructuring.

The Support Agreement may be terminated by the Consenting Noteholders, Genco or Dynegy upon the occurrence of certain events enumerated in the Support Agreement. There can be no assurance that the transactions contemplated by the Support Agreement will be consummated.

This summary of the Support Agreement is qualified in its entirety by the full text of the Support Agreement (including the Term Sheet attached as an annex thereto), a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01                   Regulation FD Disclosure.

On October 14, 2016, Dynegy issued a press release announcing entry into the Support Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.

Pursuant to General Instruction B.2 of Form 8-K and Securities and Exchange Commission (the “SEC”) Release No. 33-8176, the information contained in the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

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Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties.  All statements, other than statements of historical facts, are forward-looking statements.  Readers are cautioned not to place undue reliance on forward-looking statements.  Although Dynegy and Genco believe that in making any such forward-looking statement their expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion of risk factors under “Risk Factors” and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by Dynegy and Genco.

Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, Dynegy and Genco undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events.  New factors emerge from time to time, and it is not possible for Dynegy and Genco to predict all of them; nor can they assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.  As such, you should not unduly rely on such forward-looking statements.

Item 9.01                   Financial Statements and Exhibits.

(d)                                 Exhibits:

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 10.1

EXECUTION COPY

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of October 14, 2016, is entered into by and among:

(i)                                     Illinois Power Generating Company (“Genco”);

(ii)                                  Dynegy Inc. (“Dynegy”);

(iii)          Solely with respect to Sections 4(a) and 4(b), Illinois Power Marketing Company (“IPM”), an indirect, wholly-owned subsidiary of Dynegy; and solely with respect to Section 4(b), Dynegy Administrative Services Company (“DASC”), Dynegy Operating Company (“DOC”), IPH, LLC (“IPH”), Illinois Power Resources Generating, LLC (“IPRG”) and Electric Energy, Inc. (“EEI,” and collectively with DASC, DOC, IPH and IPRG, the “Additional SSA Parties”); and

(iv)          the undersigned investment advisors or the private investment funds and/or investment accounts on whose behalf the undersigned acts as an investment advisor (together with their respective successors and permitted assigns and any subsequent Noteholder (as defined herein) that becomes party hereto in accordance with the terms hereof, the “Consenting Noteholders”) of the:

(a) 7.00% Senior Notes, Series H, due 2018 (the “2018 Notes”) issued by Ameren Energy Generating Company (“Ameren”) (as predecessor to Genco) under the indenture, dated as of November 1, 2000 (the “Base Indenture”), between Ameren and The Bank of New York, as trustee (the “Indenture Trustee”), as supplemented by the sixth supplemental indenture, dated as of July 7, 2008, between Ameren and the Indenture Trustee (the “Sixth Supplemental Indenture”);

(b) 6.30% Senior Notes, Series I, due 2020 (the “2020 Notes”) issued by Ameren under the Base Indenture, as supplemented by the seventh supplemental indenture, dated as of November 1, 2009, between Ameren and the Indenture Trustee (the “Seventh Supplemental Indenture”); and

(c) 7.95% Senior Notes, Series F, due 2032 (the “2032 Notes,” and collectively with the 2018 Notes and the 2020 Notes, the “Genco Notes,” and the holders of the Genco Notes, “Noteholders”) issued by Ameren under the Base Indenture, as supplemented by the fourth supplemental indenture, dated as of January 15, 2003, between Ameren and the Trustee (the “Fourth Supplemental Indenture,” and collectively with the Base Indenture, as supplemented by the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture,” and any claim of any entity arising under or in connection with the Indenture or the Genco Notes, a “Genco Notes Claim”).

Dynegy, Genco, each Consenting Noteholder, and any subsequent person or entity that becomes a party hereto in accordance with the terms hereof are referred herein as the “Parties”

and individually as a “Party.”  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the term sheet attached hereto as Exhibit A (the “Term Sheet,” including any schedules and exhibits attached thereto, and as may be modified in accordance with Section 9 hereof).

RECITALS

WHEREAS, Dynegy is the ultimate parent company of Genco, indirectly holding 100% of the equity interests of Genco;

WHEREAS, as of the date hereof, the Consenting Noteholders hold, in the aggregate, approximately 62.6% of the aggregate outstanding principal amount of the Genco Notes;

WHEREAS, the Parties have engaged in arm’s length, good faith discussions with respect to a potential restructuring of the Genco Notes;

WHEREAS, as a result of the discussions between the Parties, the Parties have reached agreement and wish to implement a restructuring of the Genco Notes (the “Restructuring”) through either (a) an out-of-court exchange of the Genco Notes by Dynegy (the “Exchange Offers”) or (b) a pre-packaged chapter 11 plan of reorganization for Genco (the “Plan”) consummated through a voluntary reorganization case (the “Chapter 11 Case”) pursuant to chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) to be filed with the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”), each upon the terms and conditions set forth in this Agreement and the Term Sheet attached hereto as Exhibit A; and

WHEREAS, the Parties desire to express to each other their mutual support and commitment in respect of the matters discussed in this Agreement and the Term Sheet.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Section 1.                                          Agreement Effective Date.  This Agreement shall become effective and binding on the Parties only upon the execution by each of (a) Dynegy, (b) Genco, (c) IPM, (d) the Additional SSA Parties, and (e) Consenting Noteholders holding at least 62.6% in the aggregate outstanding principal amount of the Genco Notes (the date of such execution of all such parties, the “Plan Support Effective Date”).

Section 2.                                          Exhibits Incorporated by Reference.

Each of the exhibits attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include the exhibits hereto.  In the event of any inconsistency between this Agreement and the exhibits attached hereto, this Agreement shall govern.

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Section 3.                                          Commitments of the Parties to Support the Restructuring.

(a)                                 Commitments of the Consenting Noteholders.  Each Consenting Noteholder, severally and not jointly, agrees to:

(i)            support the Restructuring, including the Exchange Offers, the Consent Solicitations and the Plan within the timeframes outlined herein and in the Term Sheet, as applicable, and to act in good faith and take (and cause its controlled affiliates, and their respective representatives, agents and employees to take, and, as necessary, to join in a direction to the Indenture Trustee to take) all actions reasonably necessary to support and achieve consummation of the Restructuring within the timeframes outlined herein;

(ii)           upon receipt of the Offering Memorandum (as defined herein), (A) promptly (and in any event, within 10 Business Days) tender in the Exchange Offers all Genco Notes held by such Consenting Noteholder and not withdraw its tender or support, provided that if there is a change to the Exchange Consideration after the commencement of the Exchange Offers that is materially adverse to Consenting Noteholders, then Consenting Noteholders shall be afforded a reasonable opportunity to withdraw their tender in the Exchange Offers, and (B) provide its consent in favor of the Proposed Amendments to the Indenture to eliminate certain of the restrictive covenants and events of default contained therein, subject to the terms described in the Term Sheet, and execute and deliver such documents as may be reasonably requested by Genco to evidence such consent;

(iii)          upon receipt of the Offering Memorandum, (A) timely vote or cause to be voted any and all of its Genco Notes Claims and, if applicable, any other claims it holds against Genco that are entitled to vote on the Plan, to accept the Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Plan on a timely basis; (B) to the extent it is permitted to elect whether to opt out of the releases set forth in the Plan, elect not to opt out of the releases set forth in the Plan by timely delivering its duly executed and completed ballot or ballots, as applicable, indicating such election; and (C) not change or withdraw (or cause to be changed or withdrawn) any such vote or election;

(iv)          not directly or indirectly, through any person or entity, seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing or prosecution of, any plan, plan proposal, restructuring proposal, offer of dissolution, winding up, liquidation, sale or disposition, reorganization, merger or restructuring of Genco other than the Exchange Offers and the Plan, or take any other action that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay or impede the Restructuring, including consummation of the Exchange Offers or the Consent Solicitations, solicitation of votes on the Plan, approval of the Offering Memorandum as the disclosure statement for the Plan, and the confirmation and consummation of the Plan, or take any other action that would have a material negative impact upon the Restructuring; and

(v)                                 not direct the Indenture Trustee to take any action inconsistent with the Consenting Noteholders’ obligations under this Agreement, and if the Indenture

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Trustee takes any action inconsistent with the Consenting Noteholders’ obligations under this Agreement, the Consenting Noteholders shall use commercially reasonable efforts to instruct or direct the Indenture Trustee in writing to cease and refrain from taking any such action, provided, however, that nothing in this Agreement shall require the Consenting Noteholders to commence litigation against the Indenture Trustee or provide the Indenture Trustee with any indemnity or incur any similar reimbursement obligation.

(b)                                 Commitments of Genco.  Genco agrees to:

(i)                                     support the Restructuring, including the Exchange Offers, the Consent Solicitations and the Plan within the timeframes outlined herein and in the Term Sheet, as applicable, and to act in good faith and take (and cause its controlled affiliates, including EEI, and their respective representatives, agents and employees to take) all reasonable actions necessary to support and achieve consummation of the Restructuring within the timeframes outlined herein;

(ii)                                  commence solicitation of votes to accept or reject the Plan through the Offering Memorandum as soon as reasonably practicable following the Plan Support Effective Date (but in no event later than twenty (20) Business Days prior to December 20, 2016), and, to the extent that holders of less than 97% in the aggregate outstanding principal amount of the Genco Notes have participated in the Exchange Offers (as may be waived, amended or modified in accordance with this Agreement, the “Minimum Participation Condition”), but a majority in number of the Noteholders who have voted on the Plan and who hold at least 66.7% in the aggregate amount of Genco Notes Claims held by Noteholders voting on the Plan have voted to accept the Plan, and subject to approval of its board of directors: (A) commence the Chapter 11 Case as soon as reasonably practicable (but in no event prior to payment by Genco of the 2032 Interest Payment (as defined herein) and no later than five (5) Business Days following the Expiration Date (as such Expiration Date may be extended by Dynegy in its sole discretion after consultation with Genco and the Consenting Noteholders) so long as the 2032 Interest Payment (as defined herein) has been paid); (B) file on the Petition Date the Plan and Offering Memorandum; (C) file on the Petition Date a motion to approve the Offering Memorandum as the disclosure statement for the Plan and to schedule a joint hearing on approval of the Offering Memorandum and confirmation of the Plan; (D) file such other “first day” motions and pleadings reasonably determined by Genco, in consultation with Dynegy and the Consenting Noteholders, to be necessary, and to seek interim and final (to the extent necessary) orders from the Bankruptcy Court approving the relief requested in such “first day” motions; and (E) obtain orders of the Bankruptcy Court on or before March 31, 2017 (x) approving the Offering Memorandum as the disclosure statement for the Plan and (y) confirming the Plan;

(iii)                               provide draft copies of all motions and other pleadings to be filed in the Chapter 11 Case to W&C and WF&G at least five (5) Business Days1 prior to the date when Genco intends to file such document, and consult in good faith with Dynegy

(1)         “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday” (as defined in Rule 9006(a) of the Federal Rules of Bankruptcy Procedure promulgated under section 2075 of the Judicial Code and the general, local and chambers rules of the Bankruptcy Court).

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and the Consenting Noteholders regarding the form and substance of any such proposed filing; provided, however, that in the event that five (5) Business Days’ notice is impossible or impracticable under the circumstances, Genco shall provide draft copies of any motions or other pleadings to W&C and WF&G as soon as otherwise practicable before the date when Genco intends to file any such motion or other pleading;

(iv)          not directly or indirectly, through any person or entity, seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing or prosecution of, any plan, plan proposal, restructuring proposal, offer of dissolution, winding up, liquidation, sale or disposition, reorganization, merger or restructuring of Genco other than the Restructuring, or take any other action that is inconsistent with, or that would reasonably be expected to prevent, interfere with, delay or impede, the Restructuring, including consummation of the Exchange Offers or Consent Solicitations, solicitation of votes on the Plan, approval of the Offering Memorandum as the disclosure statement for the Plan, and the confirmation and consummation of the Plan, or take any other action that would have a material negative impact upon the Restructuring;

(v)                                 use commercially reasonable efforts to obtain any and all regulatory and/or third party approvals for the Restructuring;

(vi)                              pay the interest payments due: (A) on October 15, 2016 with respect to the 2018 Notes; and (B) on December 1, 2016 with respect to the 2032 Notes (the “2032 Interest Payment”); and

(vii)                           pay any and all fees and expenses of                                       Willkie Farr & Gallagher LLP (“WF&G”) and Houlihan Lokey Capital, Inc. (“HL”), in accordance with the terms of the letter agreement with WF&G, dated as of May 6, 2016, and the letter agreement with HL, dated as of June 1, 2016 (the “HL Agreement”), respectively, and fulfill all of Genco’s other obligations under such letter agreements, including, but not limited to, filing on the Petition Date a motion to assume the HL Agreement pursuant to section 365 of the Bankruptcy Code.

(c)                                  Commitments of Dynegy.  Dynegy agrees to:

(i)                                     support the Restructuring, including the Exchange Offers, the Consent Solicitations and the Plan within the timeframe outlined herein and in the Term Sheet, as applicable, and to act in good faith and take (and cause its controlled affiliates, and their respective representatives, agents and employees to take) all reasonable actions necessary to support and achieve consummation of the Restructuring within the timeframes outlined herein;

(ii)                                  commence the Exchange Offers as soon as reasonably practicable following the Plan Support Effective Date (but in no event later than twenty (20) Business Days prior to December 20, 2016), and not terminate the Exchange Offers prior to the Expiration Date (as such Expiration Date may be extended by Dynegy in its sole discretion after consultation with Genco and the Consenting Noteholders) unless the conditions to Dynegy’s obligations to consummate the Exchange Offers are incapable of being satisfied or waived (as amended, modified, supplemented or waived);

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(iii)          if the conditions to Dynegy’s obligations to consummate the Exchange Offers have been satisfied or waived (as amended, modified, supplemented or waived), consummate the Exchange Offers as soon as reasonably practicable following the expiration of the Exchange Offers, but in no event later than December 20, 2016;

(iv)                              use commercially reasonable efforts to obtain any and all regulatory and/or third party approvals for the Restructuring; and

(v)           not directly or indirectly, through any person or entity, seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing or prosecution of, any plan, plan proposal, restructuring proposal, offer of dissolution, winding up, liquidation, sale or disposition, reorganization, merger or restructuring of Genco other than the Restructuring, or take any other action that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay or impede the Restructuring, including consummation of the Exchange Offers or Consent Solicitations, solicitation of votes on the Plan, approval of the Offering Memorandum as the disclosure statement for the Plan, and the confirmation and consummation of the Plan, or take any other action that would have a material negative impact upon the Restructuring.

Section 4.                                          Additional Commitments.

(a)                                 Commitments Regarding Genco PSA.  IPM and Genco are party to that certain Power Supply Agreement, dated March 28, 2008 (as amended by the First Amendment dated January 1, 2010, and as further amended from time to time, the “Genco PSA”).  With respect to the Genco PSA, in consideration of IPM’s and Dynegy’s agreements hereunder, and the consideration being provided by Dynegy with respect to the Restructuring:

(i)                                     Dynegy and IPM believe the Genco PSA provides for termination thereof at any time upon six (6) months’ notice, but certain entities have asserted they would dispute the provision of such notice or any purported termination based thereon, and therefore, IPM and Genco agree that subject to and upon consummation of the Restructuring, the Genco PSA shall be amended to (A) provide that at any time during the term of the Genco PSA, either party may elect to terminate the Genco PSA by providing the other party with no less than six (6) months’ advanced written notice of its desire to terminate the Genco PSA, and (B), if requested by Dynegy and IPM, modify the calculation of the Energy Charge (as defined in the Genco PSA) and the Capacity Payment (as defined in the Genco PSA) to eliminate any subsidy from IPM or IPRG to Genco under the Genco PSA;

(ii)                                  if Genco files the Chapter 11 Case as contemplated in this Agreement;

(A)                               IPM agrees that, so long as (x) this Agreement is not terminated either (1) by Dynegy as to all other Parties pursuant to Section 8(c)(ii) or (2) by Genco pursuant to Section 8(b)(iv), and (y) Genco is not in default under the Genco PSA (except as a result of the filing of the Chapter 11 Case), it will not seek to terminate the Genco PSA under

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sections 556 or 560 of the Bankruptcy Code, or other methods of termination, or request performance assurance under the Genco PSA (or the posting of collateral under any related collateral agreements), except as otherwise set forth in this Section 4(a)(ii); and

(B)                               the Parties agree that if this Agreement is terminated, Genco may seek to dismiss the Chapter 11 Case (and, so long as this Agreement was not terminated by Dynegy as to all other Parties pursuant to Section 8(c)(ii) or by Genco pursuant to Section 8(b)(iv), Dynegy and IPM shall not object to or otherwise oppose such dismissal), and (x) if the Chapter 11 Case is dismissed, then Section 4(a)(ii)(A) shall be of no force or effect and the rights of the Parties with respect to the Genco PSA, including termination thereof, are fully preserved, and no Party shall raise or support at any time in any subsequent case for Genco under the Bankruptcy Code any argument that IPM waived, relinquished or otherwise modified any right it may have to terminate the Genco PSA, under sections 556 or 560 of the Bankruptcy Code or otherwise, based on IPM’s agreement to not terminate the Genco PSA as set forth above in Section 4(a)(ii)(A), and (y) if the Chapter 11 Case is not dismissed (regardless of whether Genco previously sought, withdrew or abandoned such dismissal), then notwithstanding anything provided to the contrary in the Genco PSA, the Genco PSA shall automatically and immediately terminate without any further notice, unless otherwise agreed in writing between IPM and Genco, on April 30, 2018, and the Genco PSA is hereby deemed immediately amended or supplemented, as the case may be, to reflect and give effect to the terms of this Section 4(a)(ii)(B); and

(iii)                               Each of Genco, IPM and Dynegy, severally and not jointly, represents and warrants to the other Parties that, as of the date hereof, there are no defaults or continuing events of default by Genco under the Genco PSA.

(b)                                 Commitments Regarding Shared Services Agreement.  Dynegy, Genco, IPM and the Additional SSA Parties are party to that certain Services Agreement, dated December 2, 2013 (as amended by that certain First Amendment to Services Agreement, dated January 20, 2014, that certain Second Amendment to Services Agreement, dated August 31, 2014, and that certain Third Amendment to Services Agreement, dated December 30, 2015, the “Shared Services Agreement”).  With respect to the Shared Services Agreement, in consideration of Dynegy’s agreements hereunder, and the consideration being provided by Dynegy with respect to the Restructuring:

(i)                                     Dynegy, Genco, IPM and the Additional SSA Parties agree that subject to and upon consummation of the Restructuring, the Shared Services Agreement shall be amended to provide that Dynegy and the other “Providers” (as defined in the Shared Services Agreement) may terminate for convenience the Shared Services Agreement with respect to one or more “Recipients” (as defined in the Shared Services Agreement) upon twelve (12) months’ notice to such Recipients;

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(ii)                                  if Genco files the Chapter 11 Case as contemplated in this Agreement;

(A)                               Dynegy, DASC and DOC agree that, so long as (x) this Agreement is not terminated either (1) by Dynegy as to all other Parties pursuant to Section 8(c)(ii) or (2) by Genco pursuant to Section 8(b)(iv), and (y) Genco is not in default under the Shared Services Agreement (except as a result of the filing of the Chapter 11 Case), they will not seek to terminate the Shared Services Agreement, or, prior to termination of this Agreement, request performance assurance under the Shared Services Agreement or payment in cash of any amounts due from Genco under the Shared Services Agreement, except as otherwise set forth in this Section 4(b)(ii); provided that, for the avoidance of doubt, amounts otherwise due from Genco under the Shared Services Agreement shall continue to accrue and shall be treated as administrative expenses in the Chapter 11 Case; and

(B)                               the Parties agree that if this Agreement is terminated, Genco may seek to dismiss the Chapter 11 Case (and, so long as this Agreement was not terminated by Dynegy as to all other Parties pursuant to Section 8(c)(ii) or by Genco pursuant to Section 8(b)(iv), Dynegy and the Additional SSA Parties shall not object to or otherwise oppose such dismissal), and (x) if the Chapter 11 Case is dismissed, then Section 4(b)(ii)(A) shall be of no force or effect and the rights of the Parties with respect to the Shared Services Agreement, including termination thereof, are fully preserved, and no Party shall raise or support at any time in any subsequent case for Genco under the Bankruptcy Code any argument that Dynegy, DASC or DOC waived, relinquished or otherwise modified any right they may have to terminate the Shared Services Agreement, and (y) if the Chapter 11 Case is not dismissed (regardless of whether Genco previously sought, withdrew or abandoned such dismissal), then notwithstanding anything provided to the contrary in the Shared Services Agreement, the Shared Services Agreement shall automatically and immediately terminate with respect to Genco and its subsidiaries without any further notice, unless otherwise agreed in writing between Dynegy and Genco, on April 30, 2018, and the Shared Services Agreement is hereby deemed immediately amended or supplemented, as the case may be, to reflect and give effect to the terms of this provision; and

(iii)                               Each of Dynegy, Genco, and each Additional SSA Party, severally and not jointly, represents and warrants to the other Parties that, as of the date hereof, there are no defaults or continuing events of default by Genco under the Shared Services Agreement.

(c)                                  Commitment to Release.  The Parties agree that their obligations under Section 3 shall not be affected, and the Parties will continue to be obligated to support and consummate the Restructuring as set forth in Section 3, notwithstanding denial by the Bankruptcy Court in the Chapter 11 Case of releases by holders of claims against and interests in Genco in favor of the Released Parties; provided, however, for the avoidance of doubt, the

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Parties agree that all releases between the Parties, as set forth in the Term Sheet and the Definitive Restructuring Documents, are a material part of the consideration being provided under this Agreement, and the Parties will take all actions necessary, including the execution of separate releases in form and

substance substantially similar to those set forth in the Term Sheet and the Definitive Restructuring Documents, to ensure the releases between the Parties are implemented.

(d)                                 RSA Fee.  Subject to consummation of the Restructuring, each Consenting Noteholder who executes and delivers to (i) White & Case LLP (“W&C”), as counsel to Dynegy, (ii) Latham & Watkins LLP (“Latham”), as counsel to Genco and (iii) WF&G, as counsel to the Ad Hoc Group of Noteholders (the “Ad Hoc Group”) at the notice addresses set forth in Section 18 a signature page to this Agreement and thereby becomes a Party to this Agreement on or before October 21, 2016 (an “Early Consenting Noteholder”) shall receive upon the Effective Date its pro rata share of $9,000,000 in cash (the “RSA Fee”), with such pro rata share determined as the proportion that the amount of Genco Notes Claims held by such Early Consenting Noteholder on the Effective Date bears to the aggregate amount of all Genco Notes Claims held by the Early Consenting Noteholders and Qualified Permitted Transferees (as defined herein) as of the Effective Date (unless the Bankruptcy Court requires the RSA Fee to be paid by Genco pro rata to all holders of Genco Notes Claims, in which case each Party’s rights and obligations with respect to the RSA Fee shall be determined accordingly); provided, that to the extent an Early Consenting Noteholder Transfers (as defined herein) any Genco Notes Claims to a Permitted Transferee (as defined herein) in accordance with Section 6(a) hereof prior to consummation of the Restructuring, such Permitted Transferee shall be entitled to such Early Consenting Noteholder’s pro rata share of the RSA Fee in respect of such Transferred Genco Notes Claims but not any other Genco Notes Claims held by such Permitted Transferee (unless such Permitted Transferee was an Early Consenting Noteholder) (such Permitted Transferee, solely with respect to such Transferred Genco Notes Claims, a “Qualified Permitted Transferee”).

Section 5.                                          Definitive Restructuring Documents.

The definitive documents and agreements governing the Restructuring (collectively, the “Definitive Restructuring Documents”) shall include:

(a)                                 the Plan and each document or agreement contemplated in connection with consummation of the Exchange Offers and Plan, including the Dynegy Notes, the Dynegy Warrants, the Supplemental Indenture, and all related agreements, exhibits, schedules and supplements contemplated by the foregoing;

(b)                                 the order of the Bankruptcy Court confirming the Plan, and authorizing all of the transactions and agreements contemplated by the Plan (the “Confirmation Order”);

(c)                                  the offering memorandum and disclosure statement with respect to the Exchange Offers, Consent Solicitations and the Plan (the “Offering Memorandum”), the other solicitation materials in respect of the Exchange Offers, Consent Solicitations and the Plan (the “Solicitation Materials”), which shall include the Offering Memorandum, and the order entered by the Bankruptcy Court, as applicable, approving the Solicitation Materials as complying with the applicable provisions of the Bankruptcy Code (the “Disclosure Statement Order”);

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(d)                                 all other motions, proposed orders and related filings to be filed with the Bankruptcy Court, including all “first day” motions; and

(e)                                  the amendment to the Genco PSA described in Section 4(a)(i) hereof and the amendment to the Shared Services Agreement described in Section 4(b)(i) hereof.

The Definitive Restructuring Documents remain subject to negotiation and completion and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement and the Term Sheet in all material respects, and shall otherwise be in form and substance reasonably acceptable to Dynegy, Genco, and at least three unaffiliated Early Consenting Noteholders (including at least one member of the Ad Hoc Group); provided, however, that if the proposed terms, conditions, representations, warranties, and covenants of a Definitive Restructuring Document would have a material, disproportionate, and adverse effect on a Consenting Noteholder relative to the other Consenting Noteholders, then the consent of each such disproportionately affected Consenting Noteholder shall also be required with respect to the applicable proposed term, condition, representation, warranty, or covenant in such Definitive Restructuring Document.  Notwithstanding the foregoing, so long as the Definitive Restructuring Documents under clauses (d) or (e) above or any amendments thereto (a) do not adversely affect (i) the amount or form of the Exchange Consideration, the Plan Consideration, and/or the RSA Fee, as applicable, as set forth in this Agreement and the Term Sheet, or (ii) the timing of receipt of such Exchange Consideration, Plan Consideration, and/or the RSA Fee, as applicable; (b) do not impose any additional material obligation on or adversely affect any right of such Consenting Noteholders relative to this Agreement or the Term Sheet; or (c) are not reasonably likely to have a materially adverse effect on the consummation of the Restructuring, such Definitive Restructuring Documents shall be deemed to be acceptable to the Consenting Noteholders.   Each Party agrees that it shall act in good faith and use and undertake all commercially reasonable efforts to negotiate and finalize the terms of the Definitive Restructuring Documents.

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Section 6.                                          Transfers of Claims.

(a)                                 Restrictions on Transfers.  Each Consenting Noteholder agrees that such Consenting Noteholder shall not sell, transfer, loan, issue, pledge, hypothecate, assign or otherwise dispose of, directly or indirectly, in whole or in part (each, a “Transfer”), any of its Genco Notes or Genco Notes Claims or any option thereon or any right or interest therein or any other claims against or interests in Genco (including granting any proxies, depositing any Genco Notes or any other claims against or interests in Genco into a voting trust or entering into a voting agreement with respect to any such Genco Notes or such other claims against or interests in Genco), unless the transferee thereof either (i) is a Consenting Noteholder that is not in breach of this Agreement, or (ii) prior to, or contemporaneous with, such Transfer, agrees in writing for the benefit of the Parties to become a Consenting Noteholder and to be bound by all of the terms of this Agreement applicable to Consenting Noteholders (including with respect to any and all claims or interests it already may hold against or in Genco prior to such Transfer) by executing a joinder agreement, a form of which is attached hereto as Exhibit B (a “Joinder Agreement”), and delivering an executed copy thereof within five (5) Business Days of such execution, to (i) W&C, (ii) Latham and (iii) WF&G, in which event (A) the transferee shall be deemed to be a Consenting Noteholder hereunder to the extent of such transferred rights and obligations and (b) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations (such transferee a “Permitted Transferee”).  Any transfer made while this Agreement remains in effect in violation of this provision shall be void ab initio.

(b)                                 Notwithstanding anything to the contrary herein, (i) a Qualified Marketmaker(2)  that acquires any of the Genco Notes Claims from a Consenting Noteholder with the purpose and intent of acting as a Qualified Marketmaker for such Genco Notes Claims, shall not be required to execute and deliver a Joinder Agreement or otherwise agree to be bound by the terms and conditions set forth in this Agreement if such Qualified Marketmaker Transfers such Genco Notes Claims (by purchase, sale, assignment, participation, or otherwise) as soon as reasonably practicable, and in no event later than the earlier of (A) five (5) Business Days prior to the deadline established for tendering Genco Notes in the Exchange Offers and submitting votes with respect to the Plan and (B) fifteen (15) Business Days of its acquisition, to a Permitted Transferee; and (ii) to the extent any Party is acting solely in its capacity as a Qualified Marketmaker, it may Transfer any ownership interests in the Genco Notes Claims that it acquires from a holder of such Genco Notes Claims that is not a Party at the time of such acquisition to a transferee that is not a Party at the time of such Transfer without the requirement that such transferee be or become a signatory to this Agreement or execute a Joinder Agreement.

(c)                                  Additional Genco Notes and Genco Notes Claims.  This Agreement shall in no way be construed to preclude any Consenting Noteholder from acquiring additional Genco Notes, Genco Notes Claims or any other claims against or interests in Genco or Dynegy. To the extent any Consenting Noteholder (i) acquires additional Genco Notes or Genco Notes Claims or

(2)         As used herein, the term “Qualified Marketmaker” means an entity that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Genco Notes Claims (or enter with customers into long and short positions in Genco Notes Claims), in its capacity as a dealer or market maker in Genco Notes Claims and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

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(ii) holds or acquires any other claims against, or interests in, Genco entitled to vote on the Plan, then, in each case, each such Consenting Noteholder shall promptly notify (in no event later than five (5) Business Days thereafter) W&C, Latham and WF&G, and each such Consenting Noteholder agrees that such Genco Notes, Genco Notes Claims or other claims or interests shall be subject to this Agreement, including, without limitation, the requirement to tender the Genco Notes in the Exchange Offers pursuant to Section 3(a)(ii) hereof and vote each of its Genco Notes Claims and other claims against, or interests in, Genco, as applicable, in a manner consistent with Section 3(a)(iii) hereof.

Section 7.                                          Representations and Warranties.

(a)                                 Mutual Representations and Warranties. Each Party, severally and not jointly, represents and warrants to the other Parties that the following statements are true, correct and complete as of the date hereof (or as of the date a Consenting Noteholder becomes a party hereto):

(i)                                     Power and Authority.  Such Party is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability company or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder; and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership or other similar action on its part;

(ii)                                  No Conflict. The execution, delivery and performance by such Party of this Agreement does not and will not (A) violate any provision of law, rule or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, or (B) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party;

(iii)                               No Consent or Approval. The execution, delivery and performance by such Party of this Agreement does not and will not require any registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state or governmental authority or regulatory body, except such filings as may be necessary and/or required by the SEC; and

(iv)                              Enforceability. This Agreement is the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the Bankruptcy Court.

(b)                                 Additional Representations of Consenting Noteholders.  Each Consenting Noteholder, severally and not jointly, represents and warrants to the other Parties that the following statements are true, correct and complete as of the date hereof (or as of the date a Consenting Noteholder becomes a party hereto):

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(i)                                     Consenting Noteholder Ownership.  Such Consenting Noteholder (A) is the beneficial owner of not less than the aggregate principal amount of Genco Notes set forth below its name on its signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Noteholder that becomes a party hereto after the date hereof), and/or (B) has, with respect to the beneficial owners of such Genco Notes, (1) sole investment or voting discretion with respect to such Genco Notes, (2) full power and authority to vote on and consent to matters concerning such Genco Notes or to exchange, assign and transfer such Genco Notes, and (3) full power and authority to bind or act on the behalf of, such beneficial owners; and

(ii)                                  Accredited Investor.  Although none of the Parties intends that this Agreement should constitute, and they each believe it does not constitute, a solicitation or acceptance of a chapter 11 plan of reorganization or an offering of securities, such Consenting Noteholder (A) is either (x) a qualified institutional buyer as defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), (y) an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act), or (z) a non-U.S. person under Regulation S of the Securities Act, and (B) any securities of Genco or Dynegy acquired by the applicable Consenting Noteholder in connection with the Restructuring will have been acquired for investment and not with a view to distribution or resale in violation of the Securities Act.

Section 8.                                          Termination of Agreement.

(a)                                 Noteholder Termination Events. This Agreement may be terminated as between the Consenting Noteholders and the other Parties by delivery to the other Parties of a written notice in accordance with Section 18 hereof by at least two unaffiliated Consenting Noteholders who together hold, in the aggregate, at least 50.1% of the outstanding aggregate principal amount of Genco Notes held by all Consenting Noteholders (the “Majority Consenting Noteholders”), upon the occurrence and during the continuation of any of the following events:

(i)                                     the breach by Genco or Dynegy of any of the representations, warranties or covenants of Genco or Dynegy, as applicable, set forth in this Agreement to the extent such breach would have a material adverse effect on consummation of the Restructuring; provided, however, that the Majority Consenting Noteholders shall include in such notice the details of any such breach, and if such breach is capable of being cured, the Parties shall have five (5) Business Days after receiving such notice to cure any such breach;

(ii)                                  the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order enjoining the consummation of or rendering illegal the Restructuring, and such ruling, judgment or order is final and non-appealable; provided, however, that the Parties shall have ten (10) Business Days after issuance of such final ruling, judgment or order to obtain relief that would allow consummation of the Restructuring in accordance with this Agreement;

(iii)                               the Bankruptcy Court shall have entered an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, or (C) dismissing the

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Chapter 11 Case, which order has not been stayed, reversed or vacated within ten (10) Business Days after such issuance;

(iv)                              if the conditions to Dynegy’s obligations to consummate the Exchange Offers have been satisfied or waived (as amended, modified, supplemented or waived), consummation of the Exchange Offers has not occurred on or before December 20, 2016;

(v)                                 consummation of the Exchange Offers has not occurred, or the Chapter 11 Case has not commenced, on or before December 20, 2016;

(vi)                              confirmation of the Plan has not occurred on or before March 31, 2017; or

(vii)                           consummation of the Plan has not occurred on or before April 30, 2017.

(b)                                 Genco Termination Events. This Agreement may be terminated as between Genco and the other Parties by delivery to the other Parties of a written notice in accordance with Section 18 hereof by Genco, upon the occurrence and during the continuation of any of the following events:

(i)                                     the breach by one or more of the Consenting Noteholders or Dynegy of any of the material representations, warranties or covenants of such Consenting Noteholders or Dynegy, as applicable, set forth in this Agreement; provided, however, that with respect to any such breach by a Consenting Noteholder, so long as the non-breaching Consenting Noteholders at the time of, and subsequent to, such breach hold at least 66.7% of the aggregate principal amount of all outstanding Genco Notes and such breach would not have a material adverse effect on consummation of the Restructuring, then such termination shall be effective only with respect to such breaching Consenting Noteholder; provided further, however, that Genco shall include in such notice the details of any such breach, and if such breach is capable of being cured, the Parties shall have five (5) Business Days after receiving such notice to cure any such breach;

(ii)                                  the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order enjoining the consummation of or rendering illegal the Restructuring, and such ruling, judgment or order is final and non-appealable; provided, however, that the Parties shall have ten (10) Business Days after issuance of such final ruling, judgment or order to obtain relief that would allow consummation of the Restructuring in accordance with this Agreement;

(iii)                               the Bankruptcy Court shall have entered an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, or (C) dismissing the Chapter 11 Case, which order has not been stayed, reversed or vacated within ten (10) Business Days after such issuance;

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(iv)                              if the Chapter 11 Case is commenced, the Board of Directors of Genco reasonably determines in good faith, based upon the advice of outside counsel, that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties to all stakeholders under applicable law;

(v)                                 consummation of the Exchange Offers has not occurred, or the Chapter 11 Case has not commenced, on or before December 20, 2016;

(vi)                              confirmation of the Plan has not occurred on or before March 31, 2017; or

(vii)                           consummation of the Plan has not occurred on or before April 30, 2017.

(c)                                  Dynegy Termination Events. This Agreement may be terminated as between Dynegy and the other Parties by delivery to the other Parties of a written notice in accordance with Section 18 hereof by Dynegy, upon the occurrence and during the continuation of any of the following events:

(i)                                     beneficial holders (or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders) of at least 66.7% of the aggregate outstanding principal amount of the Genco Notes have not executed and delivered to the other Parties signature pages to this Agreement on or before October 21, 2016 and Dynegy shall have provided written notice of termination within five (5) Business Days thereafter;

(ii)                                  the breach by one or more of the Consenting Noteholders or Genco of any of the material representations, warranties or covenants of such Consenting Noteholders or Genco, as applicable, set forth in this Agreement; provided, however, that with respect to any such breach by a Consenting Noteholder, so long as the non-breaching Consenting Noteholders at the time of, and subsequent to, such breach hold at least 66.7% of the aggregate principal amount of all outstanding Genco Notes and such breach would not have a material adverse effect on consummation of the Restructuring, then such termination shall be effective only with respect to such breaching Consenting Noteholder; provided further, however, that Dynegy shall include in such notice the details of any such breach, and if such breach is capable of being cured, the Parties shall have five (5) Business Days after receiving such notice to cure any such breach;

(iii)                               the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment or order enjoining the consummation of or rendering illegal the Restructuring, and such ruling, judgment or order is final and non-appealable; provided, however, that the Parties shall have ten (10) Business Days after issuance of such final ruling, judgment or order to obtain relief that would allow consummation of the Restructuring in accordance with this Agreement;

(iv)                              the Bankruptcy Court shall have entered an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code, or (C) dismissing the

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Chapter 11 Case, which order has not been stayed, reversed or vacated within ten (10) Business Days after such issuance;

(v)                                 consummation of the Exchange Offers has not occurred, or the Chapter 11 Case has not commenced, on or before December 20, 2016;

(vi)                              confirmation of the Plan has not occurred on or before March 31, 2017; or

(vii)                           consummation of the Plan has not occurred on or before April 30, 2017.

(d)                                 Mutual Termination.  This Agreement may be terminated by written agreement among Dynegy, Genco, and the Majority Consenting Noteholders.

(e)                                  Effect of Termination.  Upon the termination of this Agreement in accordance with this Section 8, and except as provided in Section 12 hereof, (i) this Agreement shall forthwith become void and of no further force or effect and each Party shall, except as provided otherwise in this Agreement, be immediately released from its liabilities, obligations, commitments, undertakings and agreements under or related to this Agreement and shall have all the rights and remedies that it would have had and shall be entitled to take all actions, whether with respect to the Restructuring or otherwise, that it would have been entitled to take had it not entered into this Agreement, including all rights and remedies available to it under applicable law, the Indenture and any ancillary documents or agreements thereto, (ii) any and all consents or votes tendered by the Parties shall be entitled to be withdrawn by the respective holder in connection with this Agreement, the Restructuring, the Plan or otherwise, and (iii) if Bankruptcy Court permission shall be required for a Consenting Noteholder to change or withdraw (or cause to be changed or withdrawn) its vote in favor of the Plan, no Party to this Agreement shall oppose any attempt by such Party to change or withdraw (or cause to be changed or withdrawn) such vote; provided, however, that in no event shall any such termination relieve a Party from liability for its breach or non-performance of its obligations under this Agreement prior to the date of such termination.  No Party may terminate this Agreement, and no Consenting Noteholder may be counted among the Majority Consenting Noteholders for purposes of terminating this Agreement if such Party failed to perform or comply in all material respects with the terms and conditions of this Agreement, and such failure to perform or comply caused, or resulted in, the occurrence of one or more termination events specified herein.

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Section 9.                                          Amendments and Waivers.  This Agreement, including any exhibits or schedules hereto, may not be waived, modified, amended or supplemented except in a writing signed by Dynegy, Genco, and the Majority Consenting Noteholders; provided, that if any change, modification or amendment to this Agreement, the Term Sheet, the Exchange Offers or the Plan would have a material, disproportionate, and adverse effect on a Consenting Noteholder relative to the other Consenting Noteholders, then the consent of each such disproportionately affected Consenting Noteholder shall also be required with respect to such proposed change, modification or amendment.

Section 10.                                   Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)                                 This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the State of New York, without giving effect to the conflicts of law principles thereof.

(b)                                 Each of the Parties irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement brought by any Party or its successors or assigns shall be brought and determined in either (i) any federal or state court in the Borough of Manhattan, the City of New York or (ii) the Bankruptcy Court, and each of the Parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the Restructuring.  Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any proceeding arising out of or relating to this Agreement or the Restructuring, that (i) the proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.  Notwithstanding the foregoing, during the pendency of the Chapter 11 Case, all proceedings contemplated by this Section 10(b) shall be brought in the Bankruptcy Court.

(c)                                  EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 11.                                   Specific Performance/Remedies.  It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (including attorneys’ fees and costs) as the sole and exclusive remedy of any such breach, without the necessity of proving the inadequacy of money damages

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as a remedy, including an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder.

Section 12.                                   Survival.  Notwithstanding the termination of this Agreement pursuant to Section 8 hereof, the agreements and obligations of the Parties in Sections 3(b)(vii), 4(a), 4(b), 8(e), 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 23 and 25 hereof (and any defined terms used in any such Sections) shall survive such termination and shall continue in full force and effect in accordance with the terms herein; provided, however, that any liability of a Party for failure to comply with the terms of this Agreement shall survive such termination.

Section 13.                                   Headings.  The headings of the sections, paragraphs and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation hereof or, for any purpose, be deemed a part of this Agreement.

Section 14.                                   Successors and Assigns; Severability; Several Obligations.  This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, executors, administrators and representatives; provided, however, that nothing contained in this Section 14 shall be deemed to permit Transfers of the Genco Notes or Genco Notes Claims other than in accordance with the express terms of this Agreement.  If any provision of this Agreement, or the application of any such provision to any person or entity or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof and this Agreement shall continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.  Upon any such determination of invalidity, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.  The agreements, representations and obligations of the Parties are, in all respects, ratable and several and neither joint nor joint and several.

Section 15.                                   No Third-Party Beneficiaries.  Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and no other person or entity shall be a third-party beneficiary hereof.

Section 16.                                   Prior Negotiations; Entire Agreement.  This Agreement, including the exhibits and schedules hereto (including the Term Sheet) constitutes the entire agreement of the Parties, and supersedes all other prior negotiations, with respect to the subject matter hereof and thereof, except that the Parties acknowledge that any confidentiality agreements (if any) heretofore executed among Dynegy, Genco, and each Consenting Noteholder shall continue in full force and effect pursuant to their terms.

Section 17.                                   Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement.  Execution copies of this Agreement may be delivered by facsimile or other electronic communication, which shall be deemed to be an original for the purposes of this paragraph.

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Section 18.                                   Notices.  All notices hereunder shall be deemed given if in writing and delivered, if contemporaneously sent by electronic mail, facsimile, courier or by registered or certified mail (return receipt requested) to the following addresses or electronic mail addresses:

(a)                                 If to Genco, to:

Illinois Power Generating Company
c/o Latham & Watkins LLP
855 Third Avenue
New York, NY  10022

Attention:                                         D.J. (Jan) Baker (Email: [email protected])

Caroline A. Reckler (Email: [email protected])

(b)                                 If to Dynegy, to:

Dynegy Inc.
601 Travis, Suite 1400
Houston, TX 770022

Attention:                                         Catherine James (Email: [email protected])
General Counsel

-and-

White & Case LLP

(as counsel to Dynegy Inc.)
200 South Biscayne Blvd., Suite 4900
Miami, FL 33131

Attention:                                         Thomas E Lauria (Email: [email protected])

Matthew C. Brown (Email: [email protected])

(c)                                  If to a Consenting Noteholder:

As set forth on such Consenting Noteholder’s signature page

-and-

Willkie Farr & Gallagher LLP

(as counsel to the Ad Hoc Group)
787 7th Avenue
New York, NY 10019

Attention:                                         Joseph G. Minias, Esq. (Email: [email protected])

Weston T. Eguchi, Esq. (Email: [email protected])

Any notice given by delivery, mail or courier shall be effective when received.  Any notice given by facsimile or electronic mail shall be effective upon oral, machine or electronic mail (as applicable) confirmation of transmission.

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Section 19.            Reservation of Rights; No Admission.

(a)              Nothing contained herein shall (i) limit (A) the ability of any Consenting Noteholder to consult with any other Consenting Noteholder or Genco or Dynegy or (B) the rights of any Consenting Noteholder under any applicable bankruptcy, insolvency, or similar proceeding, including, without limitation, the right to appear as a party in interest in any matter to be adjudicated in order to be heard concerning any matter arising in the Chapter 11 Case, in each case, so long as such consultation or appearance is consistent with such Consenting Noteholder’s obligations hereunder or under the terms of the Plan and are not for the purpose of hindering, delaying or preventing the confirmation or consummation of the Plan or the Restructuring.

(b)              Except as expressly provided in this Agreement, nothing herein is intended to, or does, in any manner waive, limit, impair or restrict the ability of each of the Parties to protect and preserve its rights, remedies and interests, including without limitation, its claims against any of the other Parties (or their respective affiliates or subsidiaries) or its full participation in any bankruptcy case filed by Genco or any of its affiliates and subsidiaries.  This Agreement and the Term Sheet are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties.  Pursuant to Rule 408 of the Federal Rule of Evidence, any applicable state rules of evidence and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms.  This Agreement shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever.  Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.

Section 20.            Relationship Among Parties.  It is understood and agreed that no Consenting Noteholder has any duty of trust or confidence in any kind or form with any other Consenting Noteholder, and, except as expressly provided in this Agreement, there are no commitments among or between them.  In this regard, it is understood and agreed that any Consenting Noteholder may trade in the Genco Notes or other debt of Genco without the consent of Genco or any other Consenting Noteholder, subject to applicable securities laws, the terms of this Agreement and any confidentiality or other agreement entered into with Genco and/or Dynegy.  No prior history, pattern or practice of sharing confidences among or between the Consenting Noteholders shall in any way affect or negate this understanding and agreement.

Section 21.            No Solicitation; Representation by Counsel; Adequate Information.

(a)              This Agreement is not and shall not be deemed to be a solicitation for votes in favor of a plan of reorganization or a solicitation to tender or exchange any of the Genco Notes.  The acceptances of the Consenting Noteholders with respect to the Plan will not be solicited until such Consenting Noteholder has received the Solicitation Materials.

(b)              Each Party acknowledges that it has had an opportunity to receive information from Genco and Dynegy and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby.  Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of

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this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Section 22.            Confidential Information.  Notwithstanding anything in this Agreement to the contrary, if Genco or Dynegy, as applicable, determines that any information (whether written or oral) required to be delivered under this Agreement is material non-public information within the meaning of Regulation FD of the Exchange Act (“MNPI”), Genco and Dynegy, as applicable, shall not be obligated to deliver any such MNPI to any Party unless and until, such Party has executed a confidentiality agreement, in a form reasonably satisfactory to Genco or Dynegy, as applicable, under which such recipient has agreed to hold as confidential, subject to customary exceptions, and not disclose, subject to customary exceptions, any such MNPI for a reasonable period (which confidentiality agreement shall contain confidentiality arrangements substantially similar to the arrangements set forth in those certain confidentiality agreements dated September 13, 2016 among Dynegy, Genco, and the members of the Ad Hoc Group (as supplemented or amended).

Section 23.            Non-Disclosure of Consenting Noteholder Information. Notwithstanding anything in this Agreement to the contrary, unless required by applicable law or regulation, the Parties agree to keep confidential the amount of all claims and interests in Genco held (beneficially or otherwise) by any Consenting Noteholder absent the prior written consent of such Consenting Noteholder; and if such announcement or disclosure is so required by law or regulation, Genco and/or Dynegy shall provide each Consenting Noteholder with advance notice of the intent to disclose and shall afford each of the Consenting Noteholders a reasonable opportunity to review and comment upon any such announcement or disclosure prior to Genco and/or Dynegy making such announcement or disclosure. If Genco and/or Dynegy determine that it is required to attach a copy of this Agreement to any document in connection with the Restructuring, it will redact any reference to the amount of a specific Consenting Noteholder’s claims and interests in Genco and such Consenting Noteholder’s notice information. The foregoing shall not prohibit any Party from disclosing the aggregate claims or interests of all Consenting Noteholders as a group.  Notwithstanding anything to the contrary contained in those certain confidentiality agreements dated September 13, 2016, by and among Dynegy, Genco, and the members of the Ad Hoc Group (as supplemented or amended prior to the date of this Agreement), when filing this Agreement under a Current Report on Form 8-K with the United States Securities and Exchange Commission, Dynegy and Genco may include the identity of the Consenting Noteholders on the signature pages hereto.

Section 24.            Announcements.  Dynegy and Genco will consult with counsel for the Ad Hoc Group prior to making public filings or public announcements relating to this Agreement or the transactions contemplated hereby.

Section 25.            No Admissions.  This Agreement shall in no event be construed as or be deemed to be evidence of an admission or concession on the part of any Party of any claim or fault or liability or damages whatsoever.  Each of the Parties denies any and all wrongdoing or liability of any kind and does not concede any infirmity in the claims or defenses which it has asserted or could assert.  This Agreement, the Term Sheet and the Definitive Restructuring Documents are part of a proposed settlement of a dispute among the Parties.  Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all

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negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding involving enforcement of the terms of this Agreement.

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Signature Page

Restructuring Support Agreement

Dated October 14, 2016

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Restructuring Support Agreement

Dated October 14, 2016

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Restructuring Support Agreement

Dated October 14, 2016

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Restructuring Support Agreement

Dated October 14, 2016

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Restructuring Support Agreement

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Restructuring Support Agreement

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Restructuring Support Agreement

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Restructuring Support Agreement

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Restructuring Support Agreement

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Restructuring Support Agreement

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EXHIBIT A

TERM SHEET

TERM SHEET

October 14, 2016

This term sheet (the “Term Sheet”)1 sets forth the principal terms of a proposed financial restructuring (the “Restructuring”) of the existing funded debt of Illinois Power Generating Company, which Restructuring is intended to be consummated either through (a) out-of-court exchanges (the “Exchange Offers”) of the Genco Notes (as defined herein) on the terms set forth herein or (b) to the extent the Minimum Participation Condition (as defined herein) is not achieved, a pre-packaged plan of reorganization for Genco containing the terms set forth herein filed in a Chapter 11 Case (as defined herein) under the Bankruptcy Code (as defined herein).  As reflected in the Restructuring Support Agreement, dated as of the date hereof, the Restructuring is supported by Dynegy Inc. (“Dynegy”), Genco and the Consenting Noteholders (as defined herein).

THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH AN OFFER OR SOLICITATION, IF ANY, WILL ONLY BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES, BANKRUPTCY AND/OR OTHER APPLICABLE LAWS.  THIS TERM SHEET CONTAINS THE MATERIAL TERMS THAT WILL BE REQUIRED IN CONNECTION WITH A RESTRUCTURING OF THE GENCO NOTES BUT ADDITIONAL TERMS SHALL BE SET FORTH IN DEFINITIVE DOCUMENTATION, WHICH SHALL BE IN FORM AND SUBSTANCE CONSISTENT WITH THIS TERM SHEET AS SET FORTH IN THE RESTRUCTURING SUPPORT AGREEMENT.

TRANSACTION OVERVIEW

(1)         Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Annex 1 hereto or the Restructuring Support Agreement (as defined herein). To the extent of any inconsistency, the Restructuring Support Agreement shall govern.

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