From Earlier, Dynegy Subordinated Noteholders Secures Settlement Agreement Ahead of Hearing -8K

As previously disclosed, on November 7, 2011, Dynegy Holdings, LLC (“DH”) and four of its wholly-owned subsidiaries, Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C. (collectively, the “Debtor Entities”), filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York, Poughkeepsie Division (the “Court”). Dynegy Inc. (“Dynegy”) and its subsidiaries, other than the five Debtor Entities, did not file voluntary petitions for relief and are not debtors under Chapter 11 of the Bankruptcy Code and, consequently, continue to operate their businesses in the ordinary course. On March 6, 2012, Dynegy and DH, as co-plan proponents, filed a Second Amended Chapter 11 Plan of Reorganization for DH (the “Second Amended Plan”) and related disclosure statement with the Court. On May 1, 2012, Dynegy, Dynegy Gas Investments, LLC (“DGIN”), Dynegy Coal Holdco, LLC (“Coal Holdco”), the Debtor Entities and certain of the Debtor Entities' creditors representing DH's major creditor constituencies (collectively the “Original Settlement Parties”) entered into a settlement agreement (the “May 1 Settlement Agreement”). On the same date, certain of the Settlement Parties also entered into a plan support agreement (the “May 1 Plan Support Agreement”). Subject to the terms and conditions contained in the May 1 Plan Support Agreement, Dynegy and DH each agreed to amend the Second Amended Plan to reflect the terms contained in the May 1 Plan Support Agreement. On May 2, 2012, Dynegy and DH filed the May 1 Settlement Agreement and the May 1 Plan Support Agreement as Exhibit 10.1 to their Form 8-K with the Securities and Exchange Commission. On May 30, 2012, the Original Settlement Parties entered into an amended and restated settlement agreement (the “Amended Settlement Agreement”) including (i) Wells Fargo Bank, N.A. (“Wells Fargo”) as successor trustee (the “Subordinated Notes Indenture Trustee”) under that certain subordinated debenture indenture (the “Subordinated Notes Indenture”) between DH (f/k/a NGC Corporation) and First National Bank of Chicago as Debenture Trustee, dated as of May 28, 1997 (as amended, restated and supplemented), solely with respect to certain sections of the Amended Settlement Agreement, (ii) DO S1 Limited (“CQS”), (iii) Loomis, Sayles & Company, L.P., solely in its capacity as a holder of NGC Trust Capital Income Securities (as defined below) (“Loomis”) and (iv) Claren Road Credit Master Fund Ltd. (“Claren Road,” collectively with CQS, Loomis and any other beneficial holder of Series B 8.316% Subordinated Capital Income Securities due 2027 in the initial aggregate principal amount of $200 million, issued by the NGC Capital Trust I pursuant to the Declaration of Trust dated as of May 20, 1997 creating the NGC Trust (the “NGC Trust Capital Income Securities”), the “Consenting Sub Debt Holders”). Also on May 30, 2012, the parties to the May 1 Plan Support Agreement entered into an amended and restated plan support agreement including the Consenting Sub Debt Holders (the “Amended Plan Support Agreement” and, together with the Amended Settlement Agreement, the “Amended Agreements”), pursuant to which Dynegy and DH each agreed, subject to the terms of the Amended Plan Support Agreement, to amend the Second Amended Plan (as amended, the “Conforming Plan”) to reflect the terms contained in the Amended Plan Support Agreement. Capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Amended Agreements.