UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1
TO
FORM U-3A-2
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Dynegy Inc. hereby files with the Securities and Exchange Commission,
pursuant to Rule 2, its statement claiming exemption pursuant to Rule 2 from the
provisions of the Public Utility Holding Company Act of 1935 (the "ACT"), except
section 9(a)(2) of the Act, by operation of section 3(a)(1) of the Act, 15
U.S.C. ss. 79c(a)(1), and submits the following information:
1. Name, state of organization, location, nature of business of Claimant and
every subsidiary thereof, other than any exempt wholesale generator (EWG)
or foreign utility company in which Claimant directly or indirectly holds
an interest.
See attached Appendix I.
2. A brief description of the properties of Claimant and each of its
subsidiary public utility companies used for the generation, transmission,
and distribution of electric energy for sale, or for the production,
transmission, and distribution of natural or manufactured gas, indicating
the location of principal generating plants, transmission lines, producing
fields, gas manufacturing plants, and electric and gas distribution
facilities, including all such properties which are outside the State in
which Claimant and its subsidiaries are organized and all transmission or
pipelines which deliver or receive electric energy or gas at the borders of
the State.
Claimant
Claimant, through its wholly owned subsidiary Illinova Corporation, an
Illinois corporation and a public utility holding company ("ILLINOVA"), owns
public utility companies or public utility assets as defined under the Act. All
of Claimant's activities as a holding company as defined within section 2(a)(7)
of the Act pertain to Illinois public utility operations, the public utility
operations conducted by Illinova subsidiaries pursuant to its exemption under
section 3(a)(1) of the Act. All of Claimant's public utility assets are located
in the State of Illinois.
Illinova
Illinova, through one of its subsidiaries, owns public utility companies or
public utility assets as defined under the Act. Illinova is exempt from all
provisions of the Act except section 9(a)(2) by virtue of section 3(a)(1) of the
Act. Illinova and the public utility subsidiary company from which it derived a
material part of its income in the calendar year 2001 are predominantly
intrastate in character and conduct their business substantially within the
State of Illinois; Illinova Corporation, HCAR No. 8305 (May 18, 1994) (approving
formation of Illinova and exemption under section 3(a)(1) of the Act). All of
Illinova's public utility assets are located in the State of Illinois.
One wholly owned subsidiary of Illinova operated as a public utility
company or owned public utility assets during all or part of the calendar year
2001: Illinois Power Company, an Illinois corporation ("ILLINOIS POWER").
Illinois Power is a wholly owned subsidiary of Illinova. Illinois Power is
an electric and natural gas public utility company that owns electric
generation, transmission and distribution facilities and natural gas
distribution facilities located in the State of Illinois. Illinois Power
provides retail electric service and retail natural gas service to customers
located throughout Illinois. Illinois Power's retail operations are subject to
the jurisdiction of the Illinois Commerce Commission and its wholesale sales of
electricity are subject to the jurisdiction of the Federal Energy Regulatory
Commission. Illinois Power also owns approximately 2,638 miles of transmission
facilities located in the
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State of Illinois. These facilities are interconnected with several electrical
utility companies in the midwestern region of the United States. Illinois Power
also owns a fifty percent (50%) interest in three diesel combustion turbines
with a combined net capacity of 5.25 MW located in Bloomington, Illinois. These
three turbines are occasionally utilized for peaking power by Illinois Power.
3. The following information for the last calendar year with respect to
Claimant and each of its subsidiary public utility companies.
(a) Number of Kwh. of electric energy sold (at retail or wholesale), and
Mcf. of natural or manufactured gas distributed at retail.
Illinois Power had electric energy sales (at retail or wholesale) of
approximately 18,910,000,000 Kwh and distributed approximately
53,900,000 Mcf. of natural gas at retail.
(b) Number of Kwh. of electric energy and Mcf. of natural or manufactured
gas distributed at retail outside the state in which each such company
is organized.
Illinois Power did not distribute electrical energy or natural or
manufactured gas at retail outside the State of Illinois.
(c) Number of Kwh. of electric energy and Mcf. of natural or manufactured
gas sold at wholesale outside the state in which each such company is
organized or at the state line.
Illinois Power sold approximately 1,651,434 Kwh of electric energy at
wholesale outside the State of Illinois. Illinois Power had no sales of
natural or manufactured gas at wholesale outside the State of Illinois.
(d) Number of Kwh. of electric energy and Mcf. of natural or manufactured
gas purchased at wholesale outside the state in which each such company
is organized or at the state line.
Illinois Power purchased approximately 280,037,000 Kwh of electric
energy at wholesale outside the State of Illinois. Illinois Power
purchased approximately 50,090,000 Mcf of natural or manufactured
gas at wholesale outside the State of Illinois.
4. The following information for the reporting period with respect to Claimant
and each interest it holds directly or indirectly in an EWG or a foreign
utility company, stating monetary amounts in United States dollars:
(a) Name, location, business address and description of the facilities used
by the EWG or foreign utility company for the generation, transmission
and distribution of electric energy for sale or for the distribution at
retail of natural or manufactured gas.
(b) Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
(c) Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of
the security of the EWG or foreign utility company by the holding
company claiming exemption; and any debt or other financial obligation
for which there is recourse, directly or indirectly, to the holding
company claiming exemption or another system company, other than the EWG
or foreign utility company. For purposes of this Form U-3A-2, capital
invested reflects property, plant and equipment prior to subtracting
depreciation for all facilities owned, operated or under construction by
Claimant. Amounts reflect those associated with Claimant's economic
interest in the EWG or foreign utility company.
(d) Capitalization and earnings of the EWG or foreign utility company during
the reporting period. For purposes of this Form U-3A-2, capitalization
represents capital invested by Claimant for 2001 less capital invested
by Claimant for 2000. Amounts reflect those associated with Claimant's
economic interest in the EWG or foreign utility company.
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(e) Identify any service, sales or construction contract(s) between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s).
Dynegy Holdings Inc., a Delaware corporation and wholly owned subsidiary of
Claimant ("DYNEGY HOLDINGS"), and Illinova Generating Company, an Illinois
corporation and wholly owned subsidiary of Illinova ("ILLINOVA GENERATING"), own
direct or indirect interests in the following EWGs and foreign utility
companies, as more fully set forth below:/1/
4.1 Bluegrass Generation Company, L.L.C., LaGrange, Kentucky
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Bluegrass Generation Company, L.L.C.
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 3095 Commerce Parkway
LaGrange, KY 40031
Facility: 500 MW (nominal) natural gas fired peaking
facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 100% indirectly of Bluegrass Generation Company, L.L.C.,
a Delaware limited liability company. Claimant owns 100% directly of
BG Holdings, Inc., a Delaware corporation. BG Holdings, Inc. owns 25%
directly and Claimant owns 75% directly of Dynegy Holdings Inc., a
Delaware corporation. Dynegy Holdings Inc. owns 100% directly of
Dynegy Power Corp., a Delaware corporation. Dynegy Power Corp. owns
100% directly of Bluegrass Generation, Inc., a Delaware corporation.
Bluegrass Generation, Inc. owns 100% directly of Bluegrass Generation
Company, L.L.C.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $163,736,930
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $44,870,308
Earnings: None.
-----------------
/1/ All entities owned by Claimant that achieved EWG status during the year 2001
are listed herein and the information provided for each such entity is not
prorated from the effective date of EWG status.
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E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
4.2 Cabrillo Power I LLC, Carlsbad, California
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Cabrillo Power I LLC
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 4600 Carlsbad Boulevard
Carlsbad, CA 92008
Facility: 965 MW natural gas and/or fuel-oil
fired peaking facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 50% indirectly of Cabrillo Power I LLC, a Delaware
limited liability company. Claimant owns 100% directly of BG Holdings,
Inc., a Delaware corporation. BG Holdings, Inc. owns 25% directly and
Claimant owns 75% directly of Dynegy Holdings Inc., a Delaware
corporation. Dynegy Holdings Inc. owns 100% directly of Dynegy Power
Corp., a Delaware corporation. Dynegy Power Corp. owns 50% directly of
WCP (Generation) Holdings LLC, a Delaware limited liability company.
WCP (Generation) Holdings LLC owns 100% directly of West Coast Power
LLC, a Delaware limited liability company. West Coast Power LLC owns
100% directly of Cabrillo Power I LLC.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $187,583,984
Guarantee: Approximately US $55,500,000, subject to setoff
rights and reimbursement rights
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
4
Capitalization: Approximately US $6,143,339
Earnings: Approximately US $5,303,836
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
The EWG entered into an Energy Management Agreement, Power Purchase
Agreement and Natural Gas Sales Agreement with Electric Clearinghouse,
Inc. (now known as Dynegy Power Marketing, Inc.) and Dynegy Marketing
and Trade regarding wholesale management and marketing of electrical
energy and natural gas services for fees which vary monthly based on
the amount of energy and volume of gas managed. The EWG entered into
an Administrative Services Agreement with West Coast Power LLC dated
June 30, 1999 which provides for business management and accounting
services for a fee equal to the sum of hourly labor costs, an agreed
profit margin, and cost and expenses.
4.3 Cabrillo Power II LLC, Southern California (multiple locations)
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Cabrillo Power II LLC
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Locations and Facilities:
(i) Division Street Combustion Turbine 3200 Harbor Drive San Diego,
CA 92113
Facility: 13 MW fuel-oil fired peaking facility
(ii) El Cajon Combustion Turbine 800 West Main Street El Cajon, CA
92020
Facility: 13 MW natural gas and/or fuel-oil fired peaking
facility
(iii) Kearny Combustion Turbines-Kearny Unit One 5460 Overland Road
San Diego, CA 92123
Facility: 15 MW natural gas and/or fuel-oil fired peaking
facility
(iv) Kearny Combustion Turbines-Kearny Power Block Two and Kearny
Power Block Three 5459 Complex Street San Diego, CA 92123
Facility: 112 MW natural gas and/or fuel-oil fired peaking
facility
(v) Miramar Combustion Turbines 6897 Consolidated Way San Diego, CA
92121
Facility: 33 MW natural gas and/or fuel-oil fired peaking
facility
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(vi) Naval Station Combustion Turbine U.S. Naval Station, Building
3247 Surface Navy Boulevard San Diego, CA 92136
Facility: 20 MW natural gas and/or fuel-oil fired peaking
facility
(vii) Naval Training Center Combustion Turbine U.S. Marine Corps
Recruit Depot Building 566, Neville Road San Diego, CA 92133
Facility: 13 MW natural gas and/or fuel-oil fired peaking
facility
(viii) North Island Combustion Turbine (Unit One and Two) North Island
Naval Air Station, Building 370, Rogers Street and Quay Road
Coronado, CA 92135
Facility: 34 MW natural gas and/or fuel-oil fired peaking
facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 50% indirectly of Cabrillo Power II LLC, a Delaware
limited liability company. Claimant owns 100% directly of BG Holdings,
Inc., a Delaware corporation. BG Holdings, Inc. owns 25% directly and
Claimant owns 75% directly of Dynegy Holdings Inc., a Delaware
corporation. Dynegy Holdings Inc. owns 100% directly of Dynegy Power
Corp., a Delaware corporation. Dynegy Power Corp. owns 50% directly of
WCP (Generation) Holdings LLC, a Delaware limited liability company.
WCP (Generation) Holdings LLC owns 100% directly of West Coast Power
LLC, a Delaware limited liability company. West Coast Power LLC owns
100% directly of Cabrillo Power II LLC.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $35,040,332
Guarantee: Approximately US $55,500,000, subject to setoff
rights and reimbursement rights
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $1,702,979
Earnings: Approximately US $18,621,642
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
The EWG entered into an Energy Management Agreement, Power Purchase
Agreement and Natural Gas Sales Agreement with Electric Clearinghouse,
Inc. (now known as Dynegy Power Marketing, Inc.) and Dynegy Marketing
and Trade regarding wholesale management and marketing of electrical
energy and natural gas services for fees which vary monthly based on
the amount of energy and volume of gas managed. The EWG entered into
an Administrative Services Agreement with West Coast Power LLC dated
June 30, 1999 for business management and accounting services at a fee
equal to the sum of hourly labor costs, an agreed profit margin, and
cost and expenses.
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4.4 Calcasieu Power, LLC, Sulphur, Louisiana
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Calcasieu Power, LLC
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 1519 Davison Road
Sulphur, LA 70665
Facility: 320 MW (nominal) natural gas fired peaking
facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 100% indirectly of Calcasieu Power, LLC a Delaware
limited liability company. Claimant owns 100% directly of BG Holdings,
Inc., a Delaware corporation. BG Holdings, Inc. owns 25% directly and
Claimant owns 75% directly of Dynegy Holdings Inc., a Delaware
corporation. Dynegy Holdings Inc. owns 100% directly of Dynegy Power
Corp., a Delaware corporation. Dynegy Power Corp. owns 100% directly
of Calcasieu Power, Inc., a Delaware corporation and Parish Power,
Inc., a Delaware corporation. Calcasieu Power, Inc. owns 99% directly
of Calcasieu Power, LLC and Parish Power, Inc. owns 1% directly of
Calcasieu Power, LLC.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $114,581,400
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $59,455,574
Earnings: Approximately US $653,980
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
The EWG entered into an Energy Management Agreement dated July 2, 2001
with Dynegy Power Marketing, Inc. and Dynegy Marketing and Trade
regarding wholesale management and marketing of electrical energy and
natural gas services for fees which vary monthly based on the amount
of energy and volume of gas managed. The EWG entered into an
Administrative Services Agreement dated July 2, 2001 with Dynegy Power
Management Services, L.P. for business management and accounting
services at a fee equal to the sum of hourly labor costs, an agreed
profit margin, and costs and expenses. The EWG entered into a Long-
Term Maintenance and Parts Agreement dated July 2, 2001 with Dynegy
Parts and Technical Services, Inc. regarding the purchase and sale of
certain parts and services at negotiated prices. The EWG entered into
an Operation and Maintenance Agreement dated July 2, 2001 with Dynegy
Operating Company, to
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receive services for operating, repairing and maintaining the facility
for a fixed monthly fee and a performance bonus, reviewed and adjusted
on an annual basis.
4.5 Commonwealth Atlantic Limited Partnership, Fairfax, Virginia
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Commonwealth Atlantic Limited Partnership
Address: Attn: Chickahominy River Energy Corp.,
Managing General Partner
2500 Fair Lakes Circle, Suite 200
Fairfax, VA 22033
Location: 2837 South Military Highway
Chesapeake, VA 23323
Facility: 340 MW natural gas and/or fuel-oil fired peaking
facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 50% indirectly of Commonwealth Atlantic Limited
Partnership, a Virginia limited partnership. Claimant owns 100%
directly of BG Holdings, Inc., a Delaware corporation. BG Holdings,
Inc. owns 25% directly and Claimant owns 75% directly of Dynegy
Holdings Inc., a Delaware corporation. Dynegy Holdings Inc. owns 100%
directly of Dynegy Power Corp., a Delaware corporation. Dynegy Power
Corp. owns 100% directly of Dynegy N.A. Ventures, Inc., a Delaware
corporation. Dynegy N.A. Ventures, Inc. owns 100% directly of
Chesapeake Power, Inc., a New York corporation. Chesapeake Power, Inc.
owns 100% directly of James River Energy Corp., a Virginia
corporation. James River Energy Corp. owns 50% of Commonwealth
Atlantic Limited Partnership.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $63,400,450
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $(9,162)
Earnings: Approximately US $1,764,467
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
4.6 Dynegy Danskammer, L.L.C., Newburgh, New York
8
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Dynegy Danskammer, L.L.C.
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 994 River Road
Newburgh, NY 12550
Facility: 130 MW (nominal) natural gas and/or fuel-oil fired
peaking facility
370 MW (nominal) coal and/or natural gas fired base load
facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 100% indirectly of Dynegy Danskammer, L.L.C., a Delaware
limited liability company. Claimant owns 100% directly of BG
Holdings, Inc., a Delaware corporation. BG Holdings, Inc. owns 25%
directly and Claimant owns 75% directly of Dynegy Holdings Inc., a
Delaware corporation. Dynegy Holdings Inc. owns 100% directly of
Dynegy Power Corp., a Delaware corporation. Dynegy Power Corp. owns
100% directly of Dynegy Northeast Generation, Inc., a Delaware
corporation. Dynegy Northeast Generation, Inc. owns 100% directly of
Hudson Power, L.L.C., a Delaware limited liability company. Hudson
Power, L.L.C. owns 100% directly of Dynegy Danskammer, L.L.C.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $378,209,463
Guarantee: Approximately US $299,901,133
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $378,209,463
Earnings: Approximately US $(45,690,705)
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
The EWG entered into a Coal Agency Agreement with Dynegy Coal Trading
& Transportation, L.L.C. pursuant to which Dynegy Coal Trading &
Transportation, L.L.C. negotiates all purchases and deliveries of coal
used by the EWG in the generation of electricity. A management fee per
ton delivered is assessed as compensation for this service.
The EWG entered into a Gas Purchase and Sales Agreement with Dynegy
Marketing and Trade pursuant to which the EWG purchases at prevailing
market rates and receives from Dynegy Marketing and Trade all the gas
used by the EWG to generate electricity.
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The EWG entered into a Power Purchase and Sale Agreement with Dynegy
Power Marketing, Inc. pursuant to which Dynegy Power Marketing, Inc.
purchases electric energy and related products from the EWG at
contractually stipulated fixed prices.
The EWG entered into a Transitional Power Agreement with Central
Hudson Gas and Electric Corporation pursuant to which the EWG supply
power and ancillary services to Central Hudson at contractually
stipulated fixed prices.
4.7 Dynegy Midwest Generation, Inc., Illinois (multiple locations)
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Dynegy Midwest Generation, Inc.
Address: Attention: Business Manager
1000 Louisiana
Suite 5800
Houston, Texas 77002
Locations and Facilities:
(i) Hennepin Power Station
R.R. #1, Box 200AA
Power Plant Road
Hennepin, IL 61327
Facility: 289 MW coal/natural gas fired base load facility
(ii) Oglesby Gas Turbine Plant
State Highway 351
Oglesby, IL 61348
Facility: 60 MW fuel oil/natural gas fired peaking facility
(iii) Wood River Power Station
#1 Chessen Lane
Alton, IL 62002
Facility: 607 MW coal/natural gas fired base load and peaking
facility
(iv) Stallings Gas Turbine Plant
State Highway 162
Granite City, IL 62040
Facility: 77 MW natural gas fired peaking facility
(v) Baldwin Power Station
10901 Baldwin Road, Box 146
Baldwin, IL 62217
Facility: 1,751 MW coal fired base load facility
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(vi) Havana Power Station
15260 N State Route 78
Havana, IL 62644
Facility: 666 MW coal fired base load and fuel oil peaking
facility
(vii) Vermilion Power Station
County Road 2150N
Oakwood, IL 61858
Facility: 186 MW coal/natural gas base load and fuel oil fired
peaking facility
(viii) Tilton Gas Turbine Plant
80 W First Street
Tilton, IL 61833
Facility: 176 MW natural gas fired peaking facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 100% indirectly of Dynegy Midwest Generation, Inc., an
Illinois corporation. Claimant owns 100% directly of BG Holdings,
Inc., a Delaware corporation. BG Holdings, Inc. owns 25% directly and
Claimant owns 75% directly of Dynegy Holdings Inc., a Delaware
corporation. Dynegy Holdings Inc. owns 100% directly of Dynegy Catlin
Member, Inc., a Delaware corporation. Dynegy Catlin Member, Inc. owns
100% directly of Dynegy Midwest Generation, Inc.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $3,190,914,535
Guarantee: Approximately US $35,000,000
Other Obligations: Approximately US $944,450
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $280,833,596
Earnings: Approximately US $27,323,043
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
The EWG entered into a Coal Purchase and Sales Agreement with Dynegy
Coal Trading & Transportation, L.L.C. dated effective January 1, 2000
for the purchase of all of the EWG's requirements for coal at pre-
determined prices on a Btu basis. The EWG entered into a Fuel Oil
Purchase and Sales Agreement with Dynegy Coal Trading &
Transportation, L.L.C. dated effective January 1, 2000 for the
purchase of all of the EWG's requirements for fuel oil on a cost plus
basis plus a predetermined fee. EWG entered into a Swap Agreement with
Dynegy Holdings Inc. dated effective June 29, 2000 whereby Dynegy
Holdings Inc. agreed to assume certain
11
interest rate risk of the EWG in exchange for payment by the EWG of a
percentage of certain outstanding advanced amounts. The EWG is a party
to a Power Purchase Agreement with Illinois Power, dated as of October
1, 1999, pursuant to which Illinois Power is entitled to certain
levels of capacity of energy at stated prices.
4.8 Dynegy Roseton, L.L.C., Newburgh, New York
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Dynegy Roseton, L.L.C.
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 992 River Road
Newburgh, NY 12550
Facility: 1200 MW (nominal) natural gas and/or fuel-oil fired
intermediate facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 100% indirectly of Dynegy Roseton, L.L.C., a Delaware
limited liability company. Claimant owns 100% directly of BG
Holdings, Inc., a Delaware corporation. BG Holdings, Inc. owns 25%
directly and Claimant owns 75% directly of Dynegy Holdings Inc., a
Delaware corporation. Dynegy Holdings Inc. owns 100% directly of
Dynegy Power Corp., a Delaware corporation. Dynegy Power Corp. owns
100% directly of Dynegy Northeast Generation, Inc., a Delaware
corporation. Dynegy Northeast Generation, Inc. owns 100% directly of
Hudson Power, L.L.C., a Delaware limited liability company. Hudson
Power, L.L.C. owns 100% directly of Dynegy Roseton, L.L.C.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $697,221,398
Guarantee: Approximately US $619,996,327
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $697,221,398
Earnings: Approximately US $(92,067,540)
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
The EWG entered into a Fuel Oil Agency Agreement with Dynegy Marketing
and Trade pursuant to which Dynegy Marketing and Trade negotiates all
purchases and deliveries of fuel oil used by the EWG in the
12
generation of electricity. A management fee per barrel delivered is
assessed as compensation for this service.
The EWG entered into a Gas Purchase and Sales Agreement with Dynegy
Marketing and Trade pursuant to which the EWG purchases at prevailing
market rates and receives from Dynegy Marketing and Trade all the gas
used by the EWG to generate electricity.
The EWG entered into a Power Purchase and Sale Agreement with Dynegy
Power Marketing, Inc. pursuant to which Dynegy Power Marketing, Inc.
purchases electric energy and related products from the EWG at
contractually stipulated fixed prices.
The EWG entered into a Transitional Power Agreement with Central
Hudson Gas and Electric Corporation pursuant to which the EWG supply
power and ancillary services to Central Hudson at contractually
stipulated fixed prices.
4.9 El Segundo Power, LLC, El Segundo, California
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: El Segundo Power, LLC
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 301 Vista Del Mar
El Segundo, CA 90245
Facility: 1020 MW natural gas fired peaking facility
B. B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 50% indirectly of El Segundo Power, LLC, a Delaware
limited liability company. Claimant owns 100% directly of BG Holdings,
Inc., a Delaware corporation. BG Holdings, Inc. owns 25% directly and
Claimant owns 75% directly of Dynegy Holdings Inc., a Delaware
corporation. Dynegy Holdings Inc. owns 100% directly of Dynegy Power
Corp., a Delaware corporation. Dynegy Power Corp. owns 50% directly of
WCP (Generation) Holdings LLC, a Delaware limited liability company.
WCP (Generation) Holdings LLC owns 100% directly of West Coast Power
LLC, a Delaware limited liability company. West Coast Power LLC owns
l00% directly of El Segundo Power, LLC.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $47,266,755
Guarantee: Approximately US $55,500,000, subject to setoff
rights and reimbursement rights
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
13
Capitalization: Approximately US $5,409,224
Earnings: Approximately US $102,516,849
E. Identify any service, sales or construction contract(s) between the EWG or
foreign utility company and a system company, and describe the services to
be rendered or goods sold and fees or revenues under such agreement(s):
The EWG entered into an Energy Management Agreement with Electric
Clearinghouse, Inc. (now known as Dynegy Power Marketing, Inc.) and
National Gas Clearinghouse (now known as Dynegy Marketing and Trade)
regarding wholesale management and marketing of electrical energy and
natural gas services for fees which vary monthly based on the amount of
energy and volume of gas managed. The EWG entered into a ISDA Master Swap
Agreement with Natural Gas Clearinghouse, now known as Dynegy Marketing and
Trade, regarding the management and exchange of electrical energy and
natural gas trading risk, the revenues of which are subject to variance and
may be negative or positive. The EWG entered into an Administrative
Services Agreement with West Coast Power LLC dated June 30, 1999 for
business management and accounting services at a fee equal to the sum of
hourly labor costs, an agreed profit margin, and cost and expenses.
4.10 Foothills Generating, L.L.C., Lawrence County, Kentucky
A. Name, location, business address and description of the facilities used
by the EWG or foreign utility company for the generation, transmission
and distribution of electric energy for sale or for the distribution at
retail of natural or manufactured gas:
Name of EWG: Foothills Generating, L.L.C.
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, Texas 77002
Location: Route 2, Box 296
Catlettsburg, KY 41129
Facility: 322 MW (nominal) natural gas fired peaking
facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 100% indirectly of Foothills Generating, L.L.C., a
Delaware limited liablity company. Claimant owns 100% directly of BG
Holdings, Inc., a Delaware corporation. BG Holdings, Inc. owns 25%
directly and Claimant owns 75% directly of Dynegy Holdings Inc., a
Delaware corporation. Dynegy Holdings Inc. owns 100% directly of Dynegy
Power Corp., a Delaware corporation. Dynegy Power Corp. owns 100%
directly of Foothills Generation, Inc., a Delaware corporation.
Foothills Generation, Inc. owns 100% directly of Foothills Generating,
L.L.C.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of
the security of the EWG or foreign utility company claiming exemption;
and any debt or other financial obligation for which there is recourse,
directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company:
Capital Invested: Approximately US $70,127,993
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
14
Capitalization: Approximately US $70,127,993
Earnings: None
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
4.11 Hartwell Energy Limited Partnership, Hartwell, Georgia
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Hartwell Energy Limited Partnership
Address: Attn: Managing General Partner
ANP Hartwell Energy Company,
10000 Memorial Drive, Suite 500
Houston, Texas 77024
Location: 415 Smith-McGee Highway
Hartwell, Georgia 30643
Facility: 300 MW natural gas and/or oil-fired peaking
facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 50% indirectly of Hartwell Energy Limited Partnership, a
Delaware limited partnership. Claimant owns 100% directly of BG
Holdings, Inc., a Delaware corporation. BG Holdings, Inc. owns 25%
directly and Claimant owns 75% directly of Dynegy Holdings Inc., a
Delaware corporation. Dynegy Holdings Inc. owns 100% directly of
Dynegy Power Corp., a Delaware corporation. Dynegy Power Corp. owns
100% directly of Hartwell Independent Power Partners, Inc., a Delaware
corporation, Hart County IPP, Inc., a Delaware corporation, and
Hartwell Power Company, a Delaware corporation. Hartwell Independent
Power Partners, Inc. owns 1% directly of Hartwell Energy Limited
Partnership. Hart County IPP, Inc. owns 49% directly of Hartwell
Energy Limited Partnership. Hartwell Power Company owns a de minimus
interest in Hartwell Energy Limited Partnership.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
15
Capital Invested: Approximately US $76,577,838
Guarantee: Approximately US $2,250,000 (letter of credit)
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $16,972
Earnings: Approximately US $2,274,711
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
The EWG entered into a five-year Operation and Maintenance Agreement
with Dynegy Operating Company effective April 8, 1999 to operate,
maintain and provide scheduled maintenance and inspections for the
EWG's electric generating facility at a fixed fee per year. The fee
shall be adjusted annually based on inflation.
4.12 Heard County Power, L.L.C., Franklin, Georgia
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Heard County Power, L.L.C.
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 624 Hawk Road
Franklin, GA 30217
Facility: 500 MW (nominal) natural gas fired peaking facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 100% indirectly of Heard County Power, L.L.C., a
Delaware limited liability company. Claimant owns 100% directly of BG
Holdings, Inc., a Delaware corporation. BG Holdings, Inc. owns 25%
directly and Claimant owns 75% directly of Dynegy Holdings Inc., a
Delaware corporation. Dynegy Holdings Inc. owns 100% directly of
Dynegy Power Corp., a Delaware corporation. Dynegy Power Corp. owns
100% directly of Georgia Mercantile Power, Inc., a Delaware
corporation. Georgia Mercantile Power, Inc. owns 100% directly of
Heard County Power, L.L.C.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $186,000,000
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
16
Capitalization: Approximately US $67,133,378
Earnings: Approximately US $48,991,426
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
4.13 Long Beach Generation, LLC, Long Beach, California
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Long Beach Generation LLC
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 2665 West Seaside Boulevard Terminal Island
Long Beach, CA 90802
Facility: 560 MW natural gas fired peaking facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 50% indirectly of Long Beach Generation LLC, a Delaware
limited liability company. Claimant owns 100% directly of BG Holdings,
Inc., a Delaware corporation. BG Holdings, Inc. owns 25% directly and
Claimant owns 75% directly of Dynegy Holdings Inc., a Delaware
corporation. Dynegy Holdings Inc. owns 100% directly of Dynegy Power
Corp., a Delaware corporation. Dynegy Power Corp. owns 50% directly of
WCP (Generation) Holdings LLC, a Delaware limited liability company.
WCP (Generation) Holdings LLC owns 100% directly of West Coast Power
LLC, a Delaware limited liability company. West Coast Power LLC owns
l00% directly of Long Beach Generation LLC.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $13,695,400
Guarantee: Approximately US $55,500,000, subject to setoff
rights and reimbursement rights
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $446,445
Earnings: Approximately US $45,770,178
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
17
The EWG entered into an Energy Management Agreement with Electric
Clearinghouse, Inc. (now known as Dynegy Power Marketing, Inc.) and
Natural Gas Clearinghouse (now known as Dynegy Marketing and Trade)
regarding wholesale management and marketing of electrical energy and
volume of gas managed for fees based upon percentages of revenues and
volumes of energy sales. The EWG entered into a ISDA Master Swap
Agreement with Natural Gas Clearinghouse regarding the management and
exchange of electrical energy and natural gas trading risk, the
revenues of which are subject to variance and may be negative or
positive. The EWG entered into an Administrative Services Agreement
with West Coast Power LLC. dated June 30, 1999, for business
management and accounting services for a fee equal to the sum of
hourly labor costs, an agreed profit margin, and cost and expenses.
4.14 Renaissance Power, L.L.C., Carson City, Michigan
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Renaissance Power, L.L.C.
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 950 North Division
Carson City, MI 48811
Facility: 680 MW (nominal) natural gas fired peaking
facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 100% indirectly of Renaissance Power, L.L.C., a Delaware
limited liability company. Claimant owns 100% directly of BG Holdings,
Inc., a Delaware corporation. BG Holdings, Inc. owns 25% directly and
Claimant owns 75% directly of Dynegy Holdings Inc., a Delaware
corporation. Dynegy Holdings Inc. owns 100% directly of Dynegy Power
Corp., a Delaware corporation. Dynegy Power Corp. owns 100% directly
of Dynegy Renaissance Power, Inc., a Delaware corporation. Dynegy
Renaissance Power, Inc. owns 100% directly of Renaissance Power,
L.L.C.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $207,163,007
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $207,163,007
Earnings: None
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
18
None
4.15 Riverside Generating Company, L.L.C., Lawrence County, Kentucky
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Riverside Generating Company, L.L.C.
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: Route 2, Box 296
Catlettsburg, KY 41129
Facility: 500 MW (nominal) natural gas fired peaking facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 100% indirectly of Riverside Generating Company, L.L.C.,
a Delaware limited liability company. Claimant owns 100% directly of
BG Holdings, Inc., a Delaware corporation. BG Holdings, Inc. owns 25%
directly and Claimant owns 75% directly of Dynegy Holdings Inc., a
Delaware corporation. Dynegy Holdings Inc. owns 100% directly of
Dynegy Power Corp., a Delaware corporation. Dynegy Power Corp. owns
100% directly of Riverside Generation, Inc., a Delaware corporation.
Riverside Generation, Inc. owns 100% directly of Riverside Generating
Company, L.L.C.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $198,084,501
Guarantee: Approximately US $168,372,000
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $76,502,585
Earnings: Approximately US $(2,345,222)
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
None
19
4.16 Rockingham Power, L.L.C., Reidsville, North Carolina
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Rockingham Power, L.L.C.
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 240 Ernest Drive
Reidsville, NC 27320
Facility: 800 MW (nominal) natural gas and/or fuel-oil fired
peaking facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 100% indirectly of Rockingham Power, L.L.C., a Delaware
limited liability company. Claimant owns 100% directly of BG Holdings,
Inc., a Delaware corporation. BG Holdings, Inc. owns 25% directly and
Claimant owns 75% directly of Dynegy Holdings Inc., a Delaware
corporation. Dynegy Holdings Inc. owns 100% directly of Dynegy Power
Corp., a Delaware corporation. Dynegy Power Corp. owns 100% directly
of Dry Creek Power, Inc., a Delaware corporation. Dry Creek Power,
Inc. owns 100% directly Rockingham Power, L.L.C.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $248,074,863
Guarantee: Approximately US $25,200,000
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $32,556,687
Earnings: Approximately US $11,473,992
20
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
The EWG entered into a Power Purchase Agreement with Dynegy Power
Marketing, Inc. dated as of June 30, 2000 regarding wholesale sales of
electrical energy, with the EWG's revenues based upon the pass through
of prices paid by third parties to Dynegy Power Marketing, Inc. The
EWG entered into a Natural Gas Sales Agreement with Dynegy marketing
and Trade regarding natural gas services for fees which vary monthly
based on the volume of gas delivered.
4.17 Rocky Road Power, LLC, East Dundee, Illinois
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Rocky Road Power, LLC
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 1221 Power Drive
East Dundee, IL 60118
Facility: 350 MW (nominal) natural gas fired peaking facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 50% indirectly of Rocky Road Power, LLC, a Delaware
limited liability company. Claimant owns 100% directly of BG Holdings,
Inc., a Delaware corporation. BG Holdings, Inc. owns 25% directly and
Claimant owns 75% directly of Dynegy Holdings Inc., a Delaware
corporation. Dynegy Holdings Inc. owns 100% directly of Dynegy Power
Corp., a Delaware corporation. Dynegy Power Corp. owns 100% directly
of RRP Company, a Delaware corporation and DPC Colombia-Opon Power
Resources Company, a Delaware corporation. RRP Company owns 99%
directly of Termo Santander Holding, LLC, a Delaware limited liability
company and DPC Colombia-Opon Power Resources Company owns 1% directly
of Termo Santander Holding, LLC. Termo Santander Holding, LLC owns 50%
directly of Rocky Road Power, LLC.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $166,382,072
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $82,861,124
Earnings: Approximately US $9,114,749
21
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
The EWG entered into a Business Management Agreement with Dynegy Power
Management Services, L.P. dated May 24, 1999 to receive certain
business management services in exercising the day-to-day management
and control of the EWG's affairs and business, as amended by the First
Amended and Restated Business Management Agreement dated September 24,
1999 and by the First Amendment to the First Amended and Restated
Business Management Agreement dated November 15, 1999, for a certain
fee determined for pre-commercial operation date compensation and
reimbursement and a second fee for post-commercial operations in a
fixed amount per year, seasonally adjusted based upon a gross domestic
product price adjustment index. The EWG entered into an Asset Purchase
Agreement with Dynegy Engineering, Inc. dated May 24, 1999 to purchase
all the contracts that are required in connection with the
engineering, procurement and construction of the EWG's natural gas-
fired power generation facility at a fixed purchase price. The EWG
entered into an Asset Purchase Agreement with Termo Santander Holding
Ltd. dated May 24, 1999 to purchase two natural-gas turbines for
installation at the EWG's natural gas-fired power generation facility
for a fixed purchase price. The EWG entered into an EPC Management
Services Agreement with Dynegy Engineering, Inc. dated May 24, 1999 to
manage the engineering, procurement, and construction of EWG's natural
gas-fired power generation facility for a cost-based purchase price.
The EWG entered into an Energy Management Agreement with Dynegy
Marketing and Trade and Dynegy Power Marketing, Inc., dated September
27, 1999 for wholesale energy management and marketing services, as
amended by Amended and Restated Energy Management Agreement dated
November 17, 1999 for fees which vary monthly based on the amount of
energy and volume of gas managed. The EWG entered into an Operation
and Maintenance Agreement with Dynegy Operating Company effective
October 12, 1999 to receive services for operating, maintaining and
providing scheduled maintenance and inspections for the Facility, as
amended by the First Amended and Restated Operation and Maintenance
Agreement dated November 18, 1999, for a fixed monthly fee and a
performance bonus, reviewed and adjusted on an annual basis.
4.18 Rolling Hills Generating, L.L.C., Wilkesville, Ohio
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Rolling Hills Generating, L.L.C.
Address: Attn: Business Manager
1000 Louisiana
Suite 5800
Houston, TX 77002
Location: 43111 State Route 160
Wilkesville, OH 45695
Facility: 800 MW (nominal) natural gas fired peaking facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 100% indirectly of Rolling Hills Generating, L.L.C., a
Delaware limited liability company. Claimant owns 100% directly of BG
Holdings, Inc., a Delaware corporation. BG Holdings, Inc. owns 25%
directly and Claimant owns 75% directly of Dynegy Holdings Inc., a
Delaware corporation. Dynegy Holdings Inc. owns 100% directly of
Dynegy Power Corp., a Delaware corporation. Dynegy Power Corp. owns
100% directly of Rolling Hills Generation, Inc., a Delaware
corporation. Rolling Hills Generation, Inc. owns 100% directly of
Rolling Hills Generating, L.L.C.
22
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $26,047,049
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $26,047,049
Earnings: None
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
None
Illinova Generating
4.19 Aguaytia Energy Del Peru S.R.Ltda, Peru
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Aguaytia Energy Del Peru S.R.Ltda
Address: Av. Camino Real 111, Piso
San Isidro
Lima 27, Peru
Location: Aguaytia, Peru
Facility: 155 MW gas-fired generating plant; natural gas field,
gas processing and compression facilities; 430 km of 220
kV transmission line; 216 km of gas pipeline; 113 km of
natural gas liquids pipeline; and natural gas liquids
fractionation and storage facilities.
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
23
Claimant owns 14.72% indirectly of Aguaytia Energy Del Peru S.R. Ltda,
a Peru limitada. Claimant owns 100% directly of Illinova Corporation,
an Illinois corporation. Illinova Corporation owns 100% directly of
Illinova Generating Company, an Illinois corporation. Illinova
Generating Company owns 100% directly of IGC Global, Inc., a Cayman
Island exempted company with limited liability. IGC Global, Inc. owns
100% directly of IGC International, Inc., a Cayman Island exempted
company with limited liability. IGC International, Inc. owns 100%
directly of IGC International II, Inc., a Cayman Island exempted
company with limited liability. IGC International, Inc. owns 99%
directly and IGC International II, Inc. owns 1% directly of IGC
Aguaytia Partners, LLC, a Cayman Island limited liability company. IGC
Aguaytia Partners, LLC owns 15.78% directly of Aguaytia Energy, LLC, a
Cayman LLC. Aguaytia Energy, LLC owns 97.22% directly of Aguaytia
Energy Del Peru S.R.Ltda.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $44,037,228
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $5,348,177
Earnings: Approximately US $512,191
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
4.20 Electric Energy, Inc., Joppa, Illinois
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Electric Energy, Inc.
Address: 2100 Portland Road
P.O. Box 165
Joppa, IL 62953
Location: 2100 Portland Road
Joppa, IL 62953
Facility: 1086 MW coal-fired generating facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 20% indirectly of Electric Energy, Inc, an Illinois
corporation. Claimant owns 100% directly of Illinova Corporation, an
Illinois corporation. Illinova Corporation owns 100% directly of
Illinova Generating Company, an Illinois corporation. Illinova
Generating Company owns 20% directly of Electric Energy, Inc.
24
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $90,811,328
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $1,044,582
Earnings: Approximately US $2,125,889
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
None
4.21 Electricida de Cortes de R.L. de C.V., Honduras
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Electricida de Cortes de R.L. de C.V.
Address: Nueva Calle Entre Diez y Once Avenidas
Barrio El Farro
Puerto Cortes
Honduras, C.A.
Location: Puerto Cortes, Honduras
Facility: 80 MW heavy fuel oil-fired diesel engine generating
plant
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 21.867% indirectly of Electricida de Cortes de R.L. de
C.V., a Honduras corporation. Claimant owns 100% directly of Illinova
Corporation, an Illinois corporation. Illinova Corporation owns 100%
directly of Illinova Generating Company, an Illinois corporation.
Illinova Generating Company owns 100% directly of IGC Global, Inc., a
Cayman Island exempted company with limited liability. IGC Global,
Inc. owns 100% directly of IGC International, Inc., a Cayman Island
exempted company with limited liability. IGC International, Inc. owns
100% directly of IGC International II, Inc., a Cayman Island exempted
company with limited liability. IGC International, Inc. owns 1%
directly and IGC International II, Inc. owns 99% directly of IGC ELCO
Partnership, LLC, a Cayman Island limited liability company. IGC ELCO
Partnership, LLC owns 15.2% directly of Electricida de Cortes de R.L.
de C.V. IGC ELCO Partnership, LLC owns 86.87% directly of ELCO Power
Investment Company LLC, a Cayman Island limited liability company,
which owns 10% directly of Electricida de Cortes de R.L. de C.V.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
25
Capital Invested: Approximately US $21,351,648
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $214,526
Earnings: Approximately US $2,192,818
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
4.22 IGC/ERI Pan-Am Thermal Generating Limited, Cayman Islands
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: IGC/ERI Pan-Am Thermal Generating Limited
Address: c/o Maples and Calder
Ugland House, P.O. Box 309
South Church Street, George Town
Grand Cayman, Cayman Islands
Location: Chorrera, Panama
Facility: 96 MW heavy fuel oil-fired diesel engine generating
plant
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 50% indirectly of IGC/ERI Pan-Am Thermal Generating
Limited, a Cayman Island exempted company with limited liability (with
a branch in Panama). Claimant owns 100% directly of Illinova
Corporation, an Illinois corporation. Illinova Corporation owns 100%
directly of Illinova Generating Company, an Illinois corporation.
Illinova Generating Company owns 100% directly of IGC Global, Inc., a
Cayman Island exempted company with limited liability. IGC Global,
Inc. owns 100% directly of IGC International, Inc., a Cayman Island
exempted company with limited liability. IGC International, Inc. owns
100% directly of IGC Chorrera, LLC, a Cayman Island limited liability
company. IGC Chorrera, LLC owns 50% directly of IGC/ERI Pan-Am Thermal
Generating Limited.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $43,823,574
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
26
Capitalization: Approximately US $4,768,409
Earnings: Approximately US $3,588,971
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered utility or goods sold and fees or revenues
under such agreement(s):
None
4.23 Jamaica Energy Partners, Jamaica
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas.
Name of EWG: Jamaica Energy Partners
Address: CDC Building, First Floor
2 Holbom Road
Kingston IO, Jamaica, West Indies
Location: Old Harbour Bay, Jamaica
Facility: 74 MW heavy fuel oil-fired generating plant
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 17.57% indirectly of Jamaica Energy Partners, a Jamaican
general partnership. Claimant owns 100% directly of Illinova
Corporation, an Illinois corporation. Illinova Corporation owns 100%
directly of Illinova Generating Company, an Illinois corporation.
Illinova Generating Company owns 100% directly of IGC Global, Inc., a
Cayman Island exempted company with limited liability. IGC Global,
Inc. owns 100% directly of IGC International, Inc., a Cayman Island
exempted company with limited liability. IGC International, Inc. owns
100% directly of IGC International II, Inc., a Cayman Island exempted
company with limited liability. IGC International, Inc. owns 99%
directly and IGC International II, Inc. owns 1% directly of IGC
Jamaica Partnership, LLC, a Cayman Island limited liability company.
IGC Jamaica Partnership, LLC, owns 17.75% directly of Doctor Bird
Power Company Ltd., a St. Lucia private company, which owns 99%
directly of Jamaica Energy Partners.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $16,200,250
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $45,405
Earnings: Approximately US $1,286,124
E. Identify any service, sales or construction contracts) between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements):
27
None
4.24 Midwest Electric Power, Inc., Joppa, Illinois
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Midwest Electric Power, Inc.
Address: 2100 Portland Road
P.O. Box 165
Joppa, IL 62953
Location: 2100 Portland Road
Joppa, IL 62953
Facility: 186 MW (nominal) natural gas peaking facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 20% indirectly of Midwest Electric Power, Inc, an
Illinois corporation. Claimant owns 100% directly of Illinova
Corporation, an Illinois corporation. Illinova Corporation owns 100%
directly of Illinova Generating Company, an Illinois corporation.
Illinova Generating Company owns 20% directly of Electric Energy,
Inc., an Illinois corporation. Electric Energy, Inc. owns 100%
directly of Midwest Electric Power, Inc.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Financial information not available, as this entity's results are
consolidated with the results of Electric Energy, Inc., Joppa,
Illinois.
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Financial information not available, as this entity's results are
consolidated with the results of Electric Energy, Inc., Joppa,
Illinois.
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
Claimant has an agreement to purchase its proportionate share (20%) of
power generated by the two gas-fired turbines. The related agreement
includes the payment of a monthly demand charge.
4.25 Plantas Eolicas S. de R.L., Costa Rica
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
28
Name of FUCo: Plantas Eolicas S. de R.L.
Address: 29th Street, 3rd and 5th Avenues
San Jose, Costa Rica
Location: Tilaran, Costa Rica
Facility: 20 MW wind-powered generating plant
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 100% indirectly of Plantas Eolicas S. de R.L., a Costa
Rican limitada. Claimant owns 100% directly of Illinova Corporation,
an Illinois corporation. Illinova Corporation owns 100% directly of
Illinova Generating Company, an Illinois corporation. Illinova
Generating Company owns 100% directly of IGC Global, Inc., a Cayman
Island exempted company with limited liability. IGC Global, Inc. owns
100% directly of IGC International, Inc., a Cayman Island exempted
company with limited liability. IGC International, inc. owns 100%
directly of IGC International II, Inc., a Cayman Islands exempted
company with limited liability. IGC International, Inc. owns 99%
directly of IGC (Wind) LLC, a Cayman Island limited liability company.
IGC International II, Inc. owns 99% directly of IGC (Wind) LLC. IGC
(Wind) LLC owns 65% directly and 35% indirectly of Plantas Eolicas S.
de R.L. IGC (Wind) LLC owns 99% directly and 1% indirectly of
Generacion Eolica, Ltda., a Costa Rican limitada. IGC (Wind) LLC owns
100% directly of Generacion Eolica Trust, a Costa Rican Trust.
Generacio Eolica Trust owns 1% directly of Generacion Eolica, Ltda.
Generacion Eolica, Ltda. owns 35% directly of Plantas Eolicas S. de
R.L.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $17,141,913
Guarantee: None
Other Obligations: None
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $2,214,472
Earnings: Approximately US $1,517,475
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
4.26 Tenaska Frontier Partners, Ltd., Grimes County, Texas
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Tenaska Frontier Partners, Ltd.
Address: 1044 N. II 5th Suite 400 Omaha, NE 68154
Location: Grimes County, Texas
Facility: 830 MW gas-fired generating plant
29
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 20% indirectly of Tenaska Frontier Partners, Ltd., a
Texas limited partnership. Claimant owns 100% directly of Illinova
Corporation, an Illinois corporation. Illinova Corporation owns 100%
directly of Illinova Generating Company, an Illinois corporation.
Illinova Generating Company owns 100% directly of IGC Grimes County,
Inc., an Illinois corporation and IGC Grimes Frontier, Inc., an
Illinois corporation. IGC Grimes County, Inc., owns a 0.2% general
partnership interest directly in Tenaska Frontier Partners, Ltd. IGC
Grimes Frontier, Inc. owns a 19.8% limited partnership interest
directly in Tenaska Frontier Partners, Ltd.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Capital Invested: Approximately US $26,981,744
Guarantee: None
Other Obligations: Approximately US $4,290,000
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Capitalization: Approximately US $26,273
Earnings: Approximately US $350,000
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
4.27 Uch Power Limited, Pakistan
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Uch Power Limited
Address: 11, Shahid Plaza, Blue Area
Islamabad, Pakistan
Location: Uch, Pakistan
Facility: 586 MW gas-fired generating plant
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 15.405% indirectly of Uch Power Limited, a Pakistani
public limited company. Claimant owns 100% directly of Illinova
Corporation, an Illinois corporation. Illinova Corporation owns 100%
directly of Illinova Generating Company, an Illinois corporation.
Illinova Generating Company owns 100% directly of IGC Global, Inc., a
Cayman Island exempted company with limited liability. IGC Global,
Inc. owns 100% directly of IGC International, Inc., a Cayman Island
exempted company with limited liability. IGC International, Inc. owns
100% directly of IGC International II, Inc., a Cayman Island exempted
company with limited liability. IGC International, Inc. owns 1%
directly and IGC International II, Inc. owns 99% directly of IGC Uch,
30
LLC, a Cayman Island limited liability company. IGC Uch, LLC owns a
50% equity interest directly in Tenaska-Illinova Generating LLC, a
Cayman Island limited liability company, which owns a 98% equity
interest directly in Tenaska UPL (L) Corporation, a Malaysian
corporation. IGC Uch, LLC also owns a 1% equity interest directly in
Tenaska UPL (L) Corporation. Tenaska UPL (L) Corporation owns a 30.34%
equity interest directly in UPLHC-I, LDC, a Cayman Island limited
duration company and a 30.34 % equity interest directly in UPLHC-II,
LDC, a Cayman Island limited duration company. UPLHC-I, LDC holds a
99% equity interest directly in Uch Power Limited. UPLHC-II, LDC holds
a 1% interest directly in Uch Power Limited.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Financial information for this entity, which is not controlled by
Claimant, is not available at this time.
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Financial information for this entity, which is not controlled by
Claimant, is not available at this time.
E. Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s):
None
4.28 Zhejiang Xinchang-IGC Power Co., Ltd., Xinchang County, China
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Zhejiang Xinchang-IGC Power Co., Ltd.
Address: Daqiao West Road
Xinchang
Zhejiang, P.R.C.
Location: Chengguan Town
Xinchang County
Zhejiang, P.R.C.
Facility: 24 MW coal fired cogeneration facility
B. Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held:
Claimant owns 60% indirectly of Zhejiang Xinchang-IGC Power Co., Ltd.,
Sino-foreign joint venture. Claimant owns 100% directly of Illinova
Corporation, an Illinois corporation. Illinova Corporation owns 100%
directly of Illinova Generating Company, an Illinois corporation.
Illinova Generating Company owns 100% directly of IGC Global, Inc., a
Cayman Island exempt company with limited liability. IGC Global, Inc.
owns 100% directly of IGC International, Inc., a Cayman Island
exempted company with limited liability. IGC International, Inc. owns
100% directly of IGC International II, Inc., a Cayman Island exempted
company with limited liability and 1% directly of Illinova ZJXC
Company, a Mauritius company. IGC International II, Inc. owns 99%
31
directly of Illinova ZJXC Company. Illinova ZJXC Company owns 60%
directly of Zhejiang Xinchang-IGC Power Co., Ltd.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation for which there
is recourse, directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or foreign
utility company:
Financial information for this entity, which is not controlled by
Claimant, is not available at this time.
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Financial information for this entity, which is not controlled by
Claimant, is not available at this time.
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
None
4.29 Zhuzhou Nanfang Cogeneration Power Co. Ltd.
A. Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for the
distribution at retail of natural or manufactured gas:
Name of EWG: Zhuzhou Nanfang Cogeneration Power Co. Ltd.
Address: China National South Aeroengine and Machinery
Company, Zhuzhou, Hunan Province, People's
Republic of China, 4120028
Location: Dongjiaduan District, Zhuzhou City, Hunan
Province, the People's Republic of China
Facility: 24 MW, greenfield cogeneration power project
B. Name of each system company that holds an company; and description of
the interest interest in such EWG or foreign utility held:
Claimant owns 90% indirectly of Zhuzhou Nanfang Cogeneration Power Co.
Ltd., Sino-foreign joint venture. Claimant owns 100% directly of
Illinova Corporation, an Illinois corporation. Illinova Corporation
owns 100% directly of Illinova Generating Company, an Illinois
corporation. Illinova Generating Company owns 100% directly of IGC
Global, Inc., a Cayman Island exempt company with limited liability.
IGC Global, Inc. owns 100% directly of IGC International, Inc., a
Cayman Island exempted company with limited liability. IGC
International, Inc. owns 100% directly of IGC International II, Inc.,
a Cayman Island exempted company with limited liability and 1%
directly of IGC Mauritius International Company, a Mauritius company.
IGC International II, Inc. owns 99% directly of IGC Mauritius
International Company, a Mauritius company. IGC Mauritius
International Company owns 90% directly of Zhuzhou Nanfang
Cogeneration Power Co. Ltd.
C. Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company claiming
exemption; and any debt or other financial obligation
32
for which there is recourse, directly or indirectly, to the holding
company claiming exemption or another system company, other than the
EWG or foreign utility company:
Financial information for this entity, which is not controlled by
Claimant, is not available at this time.
D. Capitalization and earnings of the EWG or foreign utility company
during the reporting period:
Financial information for this entity, which is not controlled by
Claimant, is not available at this time.
E. Identify any service, sales or construction contracts between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements:
None
33
The above-named Claimant has caused this amended statement to be duly
executed on its behalf by its authorized officer on this 30th day of August,
2002.
Dynegy Inc.
By: /s/ Keith R. Fullenweider
-------------------------
Name: Keith R. Fullenweider
Title: Senior Vice President, Deputy General
Counsel and Secretary
CORPORATE SEAL
Attest:
/s/ J. Kevin Blodgett
---------------------
Assistant Secretary
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Kenneth E. Randolph
Executive Vice President and General Counsel
1000 Louisiana, Suite 5800
Houston, Texas 77002
34
EXHIBIT A
A Consolidating Statement Of Income And Surplus Of The Claimant
And Its Subsidiary Companies As Of The Close Of Such Calendar
Year, Together With A Consolidating Balance Sheet Of Claimant And
Its Subsidiaries As Of The Close Of Such Calendar Year.
Exhibit A has been filed confidentially with the Securities and
Exchange Commission pursuant to Rule 104 and Rule 101 of Regulation S-T, 17
C.F.R. section 232.101(c) (2002). No consolidating financial statements have
been provided for (a) holding companies, (b) companies in which the Claimant
does not have a controlling interest and (c) companies that conducted no
substantive business operations in 2001.
35
EXHIBIT B
An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding company system.
Claimant owns
A. 100% BG Holdings, Inc., which owns
1. 25% Dynegy Holdings Inc.
B. 75% Dynegy Holdings Inc., which owns
1. 100% Dynegy Catlin Member, Inc., which owns
(a) 100% Dynegy Midwest Generation, Inc.
2. 100% of Dynegy Power Corp., which owns
(a) 50% WPC (Generation) Holdings LLC, which owns
(i) 100% West Coast Power LLC, which owns
(A) 100% Cabrillo Power I LLC;
(B) 100% Cabrillo Power II LLC;
(C) 100% El Segundo Power, LLC; and
(D) 100% Long Beach Generation LLC
(b) 100% Dynegy N.A. Ventures, Inc., which owns
(i) 100% Chesapeake Power, Inc., which owns
(A) 100% James River Energy Corp., which owns
(i) 50% Commonwealth Atlantic Limited Partnership
(c) 100% Hartwell Independent Power Partners, Inc., which owns
(i) 1% Hartwell Energy Limited Partnership
(d) 100% Hart County IPP, Inc., which owns
(i) 49% Hartwell Energy Limited Partnership
(e) 100% Hartwell Power Company, which owns
(i) De minimus Hartwell Energy Limited Partnership
(f) 100% RRP Company, which owns
(i) 99% Termo Santander Holding, L.L.C., which owns
(A) 50% Rocky Road Power, LLC
36
(g) 100% DPC Colombia-Opon Power Resources Company, which owns
(i) 1% Termo Santander Holding, L.L.C., which owns
(A) 50% Rocky Road Power, LLC
(h) 100% Georgia Mercantile Power, Inc., which owns
(i) 100% Heard County Power, L.L.C.
(i) 100% Dry Creek Power, Inc., which owns
(i) 100% Rockingham Power, L.L.C.
(j) 100% Calcasieu Power, Inc., which owns
(i) 99% Calcasieu Power, LLC
(k) 100% Parish Power, Inc., which owns
(i) 1% Calcasieu Power, LLC
(l) 100% Riverside Generation, Inc., which owns
(i) 100% Riverside Generating Company, L.L.C.
(m) 100% Bluegrass Generation, Inc., which owns
(i) 100% Bluegrass Generating, L.L.C.
(n) 100% Foothills Generation, Inc., which owns
(i) 100% Foothills Generating, L.L.C.
(o) 100% Rolling Hills Generation, Inc., which owns
(i) 100% Rolling Hills Generating, L.L.C.
(p) 100% Dynegy Renaissance Power, Inc., which owns
(i) 100% Renaissance Power, L.L.C.
(q) 100% Dynegy Northeast Generation, Inc., which owns
(i) 100% Hudson Power, L.L.C., which owns
(A) 100% Dynegy Danskammer, L.L.C.
(B) 100% Dynegy Roseton, L.L.C.
C. 100% Illinova Corporation which owns
1. 100% Illinova Generating Company, which owns
(a) 20% of Electric Energy, Inc., which owns
(i) 100% Midwest Electric Power, Inc.
(b) 100% IGC Grimes County, Inc, which owns
(i) 0.2% Tenaska Frontier Partners
(c) 100% IGC Grimes County Frontier, Inc., which owns
37
(i) 19.8% Tenaska Frontier Partners
(d) 100% of IGC Global, Inc., which owns
(i) 100% IGC International, Inc., which owns
(A) 100% IGC Chorrera, LLC, which owns
(I) 50% IGC/ERI Pan-AM Thermal Generating Limited
(B) 100% IGC (Wind), LLC, which owns
(I) 65% Plantas Eolicas S de R. L.
(II) 100% Generacion Eolica Trust, which owns
1% Generacion Eolica, Ltda., which owns
35% of Plantas Eolicas S. de R. L.
(III) 99% Generacion Eolica, Ltda., which owns
35% of Plantas Eolicas S. de R. L.
(C) 100% IGC International II, Inc., which owns
(I) 1% IGC Uch, LLC, which owns
50% Tenaska-Illinova Generating
International, LLC. which owns
98% of Tenaska UPL (L) Corporation,
which owns
30.34% UPLHC-1, which owns
99% UCH Power Limited
30.34% UPLHC-2, which owns
1% UCH Power Limited
1% of Tenaska UPL (L) Corporation,
which owns
30.34% UPLHC-1, which owns
99% UCH Power Limited
30.34% UPLHC-2, which owns
1% UCH Power Limited
(II) 1% IGC ELCO Partnership, LLC, which owns
38
86.67% ELCO Power Investment Co., LLC
which owns
10% Electicidad de Cartes S.
de R. L. de C. V.
15.2% Electicidad de Cortes S. de R. L. de
C. V.
(III) 1% IGC Jamaica Partnership, LLC, which owns
17.75% Doctor Bird Power Company, which owns
99% Jamaica Energy Partners
(IV) 1% IGC Aguaytia Partners, LLC, which owns
15.78% of Aguaytia Energy, LLC, which owns
97.22% Aguaytia Energy del Peru S. R.
Ltda
(V) 99% Illinova ZJXC Company, which owns
60% Zhejang-Xinchang-IGC Power Co., Ltd.
(D) 99% IGC Uch, LLC, which owns
(I) 50% Tenaska-Illinova Generating
International, LLC, which owns
98% of Tenaska UPL (L) Corporation, which
owns
30.34% UPLHC-1, which owns
99% UCH Power Limited
30.34% UPLHC-2, which owns
1% Uch Power Limited
(II) 1% of Tenaska UPL (L) Corporation
(E) 99% IGC ELCO Partnership, LLC, which owns
(I) 66.67% ELCO Power Investment Co., LLC which owns
10% Electricida de Cortes de R. L. de C. V.
(II) 15.2% Electricida de Cortes S. de R. L. de C.V.
(F) 99% IGC Jamaica Partnership, LLC , which owns
(I) 17.75% Doctor Bird Power Company, which owns
99% Jamaica Energy Partners
39
(G) 99% IGC Aguaytia Partners LLC, which owns
(I) 15.78% of Aguaytia Energy, LLC, which owns
93.3% Aguaytia Energy Del Peru S. R. Ltda
(H) 1% Illinova ZJXC Company, which owns
(I) 60% Zhejang Xinchang-IGC Power Co., Ltd.
40
APPENDIX I
Claimant
Name: Dynegy Inc.
State of Organization: Illinois
Location: 1000 Louisiana, Suite 5800
Houston, TX 77002
Nature of business: An exempt public utility holding company.
Subsidiaries
Unless otherwise noted below, the location of all subsidiaries is 1000
Louisiana, Suite 5800, Houston, TX 77002
Name: BG Holdings, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 250 shares of common stock of
Dynegy Holdings Inc. at $1.00 per share.
Name: Dynegy Holdings Inc.
State of Organization: Delaware
Nature of business: Holding company of energy production, processing and
marketing companies with no public utility assets and no
public utility subsidiaries or affiliates as defined
under the Act.
Name: Dynegy Power Corp.
State of Organization: Delaware
Nature of business: Holding company of various generation project companies
(QFs and EWGs); also provides services (e.g.,
administrative, operations, and maintenance) to these
project companies.
Name: Black Mountain CoGen, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds a 50% interest in Nevada
Cogeneration Associates #2.
Name: Nevada Cogeneration Associates #2
State of Organization: Utah (General Partnership)
Nature of business: General partnership in which the Claimant holds an
indirect 50% interest; owns power generation facilities
(QF) selling at wholesale.
Name: Bluegrass Generation, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in
Bluegrass Generation Company, L.L.C. (initial capital
contribution of $1,000).
Name: Calcasieu Power, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds a 99% member interest in
Calcasieu Power, LLC.
Name: Parish Power, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds a 1% member interest in
Calcasieu Power, LLC.
41
Name: Delta CoGen, Inc.
State of Organization: Delaware
Nature of business: Dormant.
Name: DPC Power Resources Holding Company
State of Organization: Delaware
Nature of business: Dormant.
Name: Dry Creek Power, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in
Rockingham Power, L.L.C.
Name: Dynegy Asset Management Inc.
State of Organization: Delaware
Nature of business: Dormant.
Name: Dynegy Connect Asset Management Inc.
State of Organization: Delaware
Nature of business: Dormant.
Name: DTIP I, Inc.
State of Organization: Delaware
Nature of business: Dormant.
Name: DTIP II, Inc.
State of Organization: Delaware
Nature of business: Entity formed to hold interest in owner of potential
power generation facility.
Name: Dynegy Brazil, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 50% ownership interest in Destec
de Brasil, Ltda.
Name: Dynegy South America Development, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 50% ownership interest in Destec
de Brasil, Ltda.
Name: Destec de Brasil, Ltda.
State of Organization: Brazil (limited liability company)
Location: 1255 Nacoes Unidas, Avenue 17th Floor,
World Trade Center 04578- 903 Sao Paulo, SP
Nature of business: Dormant.
Name: Dynegy Latin America, Inc.
State of Organization: Delaware
Nature of business: Formed to be a holding company for Potential Latin
American business activities.
Name: Dynegy Oasis Energy, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in Oasis
Energy, L.L.C. (initial capital contribution of $1,000).
Name: Oasis Energy, L.L.C.
State of Organization: Delaware
Nature of business: Dormant.
42
Name: Dynegy Power Development Company
State of Organization: Delaware
Nature of business: Entity formed to do front end development activities for
generation projects; no substantive business operations
in 2001.
Name: Dynegy Power Holdings, Inc.
State of Organization: Delaware
Nature of business: Holding company for one generation project lessee
company (QF), and other companies providing various
services, (e.g., administrative, operating, maintenance
and engineering) for generation projects.
Name: Dynegy Power Investments, Inc.
State of Organization: Delaware
Nature of business: Holds Sonat Freestone County mineral interests.
Name: Dynegy Power Services, Inc.
State of Organization: Delaware
Nature of business: Engaged in business of marketing wholesale power.
Name: Dynegy Power Nevada, Inc.
State of Organization: Delaware
Nature of business: Dormant.
Name: Dynegy Cabrillo II, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Dormant.
Name: El Segundo Power II, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Dormant.
Name: Blue Ridge Generation Inc.
State of Organization: Delaware
Nature of business: Holding Company; holds 100% of member interests in Blue
Ridge Generation LLC (initial capital contribution of
$1,000).
Name: Blue Ridge Generation LLC
State of Organization: Delaware (limited liability company)
Nature of business: Formed to engage in business of developing and owning
potential power generation facilities (EWG)/selling
power at wholesale; no substantive business operations
in 2001.
Name: Chickahominy Generating Company
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in
Chickahominy Power LLC (initial capital contribution of
$1,000).
Name: Chickahominy Power LLC
State of Organization: Delaware (limited liability company)
Nature of business: Formed to lease potential power generation facility;
no substantive business in 2001.
Name: Florida Mercantile Power, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member
interests in Palmetto Power, L.L.C. (initial capital
contribution of $1,000).
Name: Palmetto Power, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Formed for potential wholesale power project; no
substantive business in 2001.
43
Name: Gasification Services, Inc.
State of Organization: Delaware
Nature of business: Dormant.
Name: Georgia Mercantile Power, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in Heard
County Power, L.L.C. (initial capital contribution of
$1,000).
Name: Hart County IPP, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 49% limited partner interest in
Hartwell Energy Limited Partnership.
Name: Hartwell Independent Power Partners, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 1% general partner interest in
Hartwell Energy Limited Partnership.
Name: Hartwell Power Company
State of Organization: Delaware
Nature of business: Holding company; holds de minimis limited partner
interest in Hartwell Energy Limited Partnership.
Name: James River Energy Corp.
State of Organization: Virginia
Nature of business: Holding company; holds 50% limited partner interest in
Atlantic Limited Partnership.
Name: Michigan CoGen, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 49% limited partner interest in
Michigan Power Limited Partnership.
Name: Michigan Power Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 1% general partner interest in
Michigan Power Limited Partnership.
Name: Michigan Power Holdings, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds de minimis limited partner
interest in Michigan Power Limited Partnership.
Name: Michigan Power Limited Partnership
State of Organization: Michigan (limited partnership)
Nature of business: Limited Partnership in which the Claimant has a 50%
indirect ownership interest; owns power generation
facilities (QF) selling at wholesale.
Name: OCG CoGen, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 1% general partner interest in
Oyster Creek Limited Partnership.
Name: Oyster Creek CoGen, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 49% limited partner interest in
Oyster Creek Limited Partnership.
Name: Oyster Creek Limited Partnership
State of Organization: Texas (limited partnership)
Nature of business: Limited partnership in which the Claimant has a 50%
indirect ownership interest; owns power generation
facilities (QF) selling at wholesale.
Name: Port Arthur CoGen, Inc.
State of Organization: Delaware
Nature of business: Former holder of 2.5% limited partner interest in owner
of a power generation facility (assets sold in 2001).
44
Name: CoGen Power, L.P.
State of Organization: Delaware (limited partnership)
Nature of business: Former owner of power generation facilities (QF) selling
at wholesale (assets sold in 2001).
Name: RRP Company
State of Organization: Delaware
Nature of business: Holding company; holds 99% of member interests in Termo
Santander Holding, L.L.C.
Name: DPC Colombia - Opon Power Resources Company
State of Organization: Delaware
Nature of business: Holding company; holds 1% of member interests in Termo
Santander Holding, L.L.C.
Name: Termo Santander Holding, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds 50% of member interests in each
of Termo Santander Holding (Alpha), L.L.C. and Rocky
Road Power, LLC.
Name: Termo Santander Holding (Alpha), L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Limited liability company in which the Claimant has a
50% indirect interest.
Name: Riverside Generation, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in
Riverside Generating Company, L.L.C. (initial capital
contribution of $1,000)
Name: WCP (Generation) Holdings LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company in which the Claimant has a 50% indirect
interest; holds 100% of member interests in West Coast
Power, LLC.
Name: West Coast Power LLC
State of Organization: Delaware (limited liability company)
Nature of business: Limited liability company in which the Claimant has a
50% indirect interest; holds interest in owners of
generation facilities (EWG) selling at wholesale.
Name: Foothills Generation, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in
Foothills Generating, LLC (initial capital contribution
of $1,000).
Name: Rolling Hills Generation, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in
Rolling Hills Generating, L.L.C. (initial capital
contribution of $1,000).
Name: Dynegy Renaissance Power, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in
Renaissance Power, L.L.C. (initial capital contribution
of $1,000).
Name: Dynegy Northeast Generation, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in
Hudson Power, L.L.C. and provides administrative
services for Dynegy Danskammer, LLC and Dynegy Roseton,
LLC, owners of wholesale generation facilities.
Name: Hudson Power, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds 100% of member interests in
Dynegy Danskammer, LLC, Dynegy Roseton, LLC and Dynegy
Hudson Power Retail, L.L.C. (in each case for an initial
capital contribution of $1,000).
45
Name: Dynegy Hudson Power Retail, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Formed for regulatory purposes to engage in limited
retail power sales to Central Hudson Gas & Electric
Corp.; no substantive business operations in 2001.
Name: Magnolia Generation, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in
Magnolia Generating, L.L.C. (initial capital
contribution of $1,000).
Name: Magnolia Generating, L.L.C.
State of Organization: Delaware
Nature of business: Created to develop and own potential wholesale power
project; no substantive business operations in 2001.
Name: Liberty Bell Power, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in
Liberty Bell Power, LLC (initial capital contribution
of $1,000).
Name: Liberty Bell Power, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Created to enter into a real estate transaction in
Pennsylvania for a potential wholesale power project;
no substantive business operations in 2001.
Name: Dynegy Southwest Generation, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 50% of member interests in
Southwest Power Holdings LLC (no initial capital
contribution made).
Name: Southwest Power Holdings LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company in which the Claimant has a 50% indirect
interest; holds 100% of member interests in Southwest
Generation LLC.
Name: Southwest Generation LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company in which the Claimant has a 50% indirect
interest; holds 100% of member interests in each of
Clark Power LLC and Reid Gardner Power LLC.
Name: Clark Power LLC
State of Organization: Delaware (limited liability company)
Nature of business: Formed to acquire wholesale generators from Nevada Power
Company; no substantive business operations in 2001.
Name: Reid Gardner Power LLC
State of Organization: Delaware (limited liability company)
Nature of business: Formed to acquire wholesale generators from Nevada Power
Company; no substantive business operations in 2001.
46
Name: Renaissance Pipeline, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in
Renaissance Pipeline Company, L.L.C. (initial capital
contribution of $1,000).
Name: Renaissance Pipeline Company, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Formed to own gas pipelines, telecommunications
equipment and related appurtances and real property
rights; no substantive business operations in 2001.
Name: Oak Glen Power, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 100% of member interests in Oak
Glen Power LLC (initial capital contribution of $1,000).
Name: Oak Glen Power LLC
State of Organization: Delaware (limited liability company)
Nature of business: Formed to develop and own potential wholesale power
project; no substantive business operations in 2001.
Name: Dynegy Global Energy, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds interests in various entities
engaged in oil and gas activities around the world.
Name: 3020373 Nova Scotia Company
State of Organization: Nova Scotia ULC
Location: Suite 800, 1959 Upper Water Street.,
P.O. Box 997, Halifax, NS B3J 2X2
Nature of business: Holding company; holds 99.9% interest in Dynegy Canada
Limited Partnership.
Name: 3020372 Nova Scotia Company
State of Organization: Nova Scotia ULC
Location: Suite 800, 1959 Upper Water Street.,
P.O. Box 997, Halifax, NS B3J 2X2
Nature of business: Holding company; holds .1% interest in Dynegy Canada
Limited Partnership.
Name: Dynegy Canada Limited Partnership
State of Organization: Alberta
Nature of business: Formed to finance asset acquisitions in
Canada.
Name: Dynegy Dutch Holdings B.V.
State of Organization: Netherlands corporation
Location: Weena, 336, 3012 NJ Rotterdam, The Netherlands
Nature of business: Holding company; holds interests in various entities
engaged in oil and gas activities around the world.
Name: Dynegy Nederland B.V.
State of Organization: Netherlands corporation
Location: Weena, 336, 3012 NJ Rotterdam, The Netherlands
Nature of business: Holding company; holds interests in various entities
engaged in oil and gas activities around the world.
Name: Dynegy Italia S.r.l.
State of Organization: Italian limited liability company
Nature of business: Development company in Italy.
Name: Dynegy Marketing and Trade Sarl
State of Organization: Switzerland limited liability company
Nature of business: International marketing and trading company.
47
Name: Dynegy Espana S.L.
State of Organization: Spain Company
Nature of business: Formed to engage in marketing and trading business in
Spain; no substantive business operations in 2001.
Name: Dynegy Canada Inc.
State of Organization: Alberta corporation
Location: 707 8th Avenue S.W., Suite 800,
Calgary Alberta T2P 3V3 Canada
Nature of business: Engaged in marketing and trading of natural gas, power,
coal, emission allowances and the generation of
electricity.
Name: Dynegy Canada Gas Marketing Ltd.
State of Organization: Alberta corporation
Location: 1500 Bankers Hall, 855-2nd Street, S.W.
Calgary, Alberta, T2P 437
Nature of business: Engaged in energy product marketing.
Name: 701289 Alberta Ltd.
State of Organization: Alberta corporation
Location: 1500 Bankers Hall, 855-2nd Street, S.W.
Calgary, Alberta, T2P 437
Nature of business: Formerly held certain of Claimant's Canadian assets
(sold in 2001).
Name: Canadian Midstream Services Ltd.
State of Organization: Alberta corporation
Nature of business: Owns and operates a natural gas processing facility.
Name: Dynegy Argentina, Inc.
State of Organization: Delaware
Nature of business: Dormant.
Name: NGC Colombia, Inc.
State of Organization: Delaware
Nature of business: Dormant.
Name: NGC Colombia S.A..
State of Organization: Colombia corporation
Location: Calle 144 #9-45, OFC 1006,
Sante Fe de Bogata, Colombia SA
Nature of business: Dormant.
Name: Dynegy Global Liquids, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds interests in entities conducting
Dynegy's international natural gas liquids business.
Name: Dynegy Cayman Holdings, Ltd.
State of Organization: Cayman Islands corporation
Location: Walker House, Mary Street,
George Town, Grand Cayman, Cayman Islands
Nature of business: Holding company; holds interests in entities conducting
Dynegy's international natural gas liquids business.
48
Name: Dynegy Global Liquids (Cayman), Ltd.
State of Organization: Cayman Islands corporation
Location: c/o W.S. Walker & Company, Caledonian House, P.O. Box
265, George Town, Grand Cayman, Cayman Islands
Nature of business: Owns the Australian Unit Trust in the Townsville
Project; no substantive business operations in 2001.
Name: Dynegy Cayman Colombia I, Ltd.
State of Organization: Cayman Islands corporation
Location: Walker House, Mary Street,
George Town, Grand Cayman, Cayman Islands
Nature of business: Dormant.
Name: Dynegy Cayman Colombia II, Ltd.
State of Organization: Cayman Islands corporation
Location: Walker House, Mary Street,
George Town, Grand Cayman, Cayman Islands
Nature of business: Dormant.
Name: Dynegy Cayman Colombia III, Ltd.
State of Organization: Cayman Islands corporation
Location: Walker House, Mary Street,
George Town, Grand Cayman, Cayman Islands
Nature of business: Dormant.
Name: Dynegy Cayman Colombia IV, Ltd.
State of Organization: Cayman Islands corporation
Location: Walker House, Mary Street,
George Town, Grand Cayman, Cayman Islands
Nature of business: Dormant.
Name: Dynegy Cayman Colombia V, Ltd.
State of Organization: Cayman Islands corporation
Location: Walker House, Mary Street,
George Town, Grand Cayman, Cayman Islands
Nature of business: Dormant.
Name: Dinamica Integral de Energia Holdings, Ltd.
State of Organization: Cayman Islands corporation
Location: c/o W.S. Walker & Company, Second Floor, Caledonian
House, Mary Street, P.O. Box 265GT, George Town, Grand
Cayman, Cayman Islands
Nature of business: Dormant.
Name: Destec Labuan Holdings, Ltd.
State of Organization: Malaysian corporation
Location: c/o Baker & McKenzie, 1 Temasek Avenue #27-01,
Millenia Tower, Malaysia 039192
Nature of business: Dormant.
Name: Dynegy Luxembourg Holdings S.A.R.L.
State of Organization: Luxembourg Company
Nature of business: Finance company.
49
Name: Dynegy Mexico, Inc.
State of Organization: Delaware
Nature of business: Dormant.
Name: Dynegy Mexico, S.A. de C.V.
State of Organization: Mexico corporation
Location: Montes Urales 480-PISO 1 Lomas De Chapulte pec, 11000
Mexico, DF
Nature of business: Dormant.
Name: Dynegy Pty Limited
State of Organization: Australian corporation
Location: Level 17, 2 Chifley Square, Syndey, NSW 2000
Nature of business: Dormant.
Name: Dynegy Holdings Limited
State of Organization: UK ltd. corp.
Nature of business: Holding company; holds interests in entities conducting
the Claimant's UK energy operations.
Name: Dynegy Europe Limited
State of Organization: UK limited corporation
Location: England and Wales
Nature of business: Holding company; holds interests in entities conducting
the Claimant's UK energy operations.
Name: Dynegy UK Limited
State of Organization: UK limited corporation
Location: First Floor, 4 Grosvenor Place, London, England SW1X7HJ
Nature of business: Engaged international marketing and trading business.
Name: Dynegy Global Finance Limited
State of Organization: UK limited corporation
Nature of business: Finance company in UK.
Name: Dynegy Norway Limited
State of Organization: UL limited corporation
Location: England and Wales
Nature of business: UK trading company.
Name: Dynegy Trading Services Limited
State of Organization: UK ltd. corp.
Nature of business: Dormant.
Name: Dynegy Investment Limited
State of Organization: UK ltd. corp.
Nature of business: Dormant.
Name: Dynegy Onshore Processing UK Limited
State of Organization: UK ltd. corp.
Nature of business: Engaged in natural gas storage business.
Name: Dynegy Storage Limited
State of Organization: UK ltd. corp.
Nature of business: Engaged in natural gas storage business.
50
Name: Dynegy Offshore UK Limited
State of Organization: UK ltd. corp.
Nature of business: Gas Storage company (acquired November 2001).
Name: Dynegy Holding Company, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds interests in various marketing
and midstream services entities.
Name: DMS LP, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds limited partner interest in
owner of natural gas processing facility.
Name: Dynegy Midstream G.P., Inc.
State of Organization: Delaware
Nature of business: Holding company; holds general partner interest in
owner of natural gas processing facility.
Name: Dynegy Power Marketing, Inc.
State of Organization: Texas
Nature of business: Engaged in wholesale power marketing business.
Name: NGC Corporation
State of Organization: Delaware
Nature of business: Dormant.
Name: Dynegy Midstream Services, Limited Partnership
State of Organization: Delaware (limited partnership)
Nature of business: Owns and operates natural gas processing facility; also
holds interests in various natural gas processing and
natural gas liquids entities.
Name: Waskom Gas Processing Company
State of Organization: Texas general partnership
Nature of business: Partnership in which the Claimant has an indirect
33 1/3% interest; owns and operates a natural gas
processing, extraction and fractionation facility.
Name: Venice Energy Services Company, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Limited liability company in which the Claimant has an
indirect 22.8958% interest; owns and operates a natural
gas processing, extraction, fractionation and storage
facility located in Louisiana.
Name: Venice Gathering System, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Limited liability company in which the Claimant has an
indirect 22.8958% interest; owns a pipeline system that
supplies Venice Energy Services Company, L.L.C.
Name: Hackberry LNG Terminal, L.L.C.
State of Organization: Delaware (limited liability company
Nature of business: Formed to develop a liquified natural gas terminal
in Hackberry, Louisiana; no substantive business
operations in 2001.
Name: Versado Gas Processors, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Joint venture formed to pursue gas opportunities in
New Mexico.
Name: Downstream Energy Ventures Co., L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds general partner interest in
owner of a natural gas liquids fractionation facility.
51
Name: Cedar Bayou Fractionators, L.P.
State of Organization: Delaware (limited partnership)
Nature of business: Limited partnership in which the Claimant has an
indirect 88% interest; engaged in providing
fractionation services for third-party owned natural
gas liquids.
Name: Midstream Barge Company, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Owns and leases barges used in natural gas liquids
business.
Name: Dynegy Liquids G.P., L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds 1% interest in Dynegy Liquids
Marketing and Trade.
Name: Dynegy Liquids Marketing and Trade
State of Organization: Delaware (general partnership)
Nature of business: Purchases, sells and trades natural gas liquids and
related products.
Name: Gulf Coast Fractionators
State of Organization: Texas (general partnership)
Nature of business: Partnership in which the Claimant has an indirect 38.75%
interest; owns a fractionation facility located in
Texas.
Name: Bradshaw Gathering System
State of Organization: Texas (general partnership)
Nature of business: Dormant.
Name: Dynegy Regulated Holdings, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds interests in various entities
engaged in the natural gas liquids business.
Name: WTLPS, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds 3.92% general partner interest in
West Texas LPG Pipeline Limited Partnership.
Name: West Texas LPG Pipeline Limited Partnership
State of Organization: Texas (limited partnership)
Nature of business: Limited partnership in which the Claimant has an
indirect 39.2% interest; owns the West Texas Pipeline.
Name: Dynegy OPI, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Dormant.
Name: Dynegy NGL Pipeline Company, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Owns interstate natural gas pipeline from Texas to
Louisiana.
Name: Dynegy Intrastate Pipeline, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Owns intrastate natural gas pipeline in Texas.
Name: Warren Petroleum Company, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Dormant.
Name: Warren Gas Liquids, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Dormant.
52
Name: DMT Holdings, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds interests in various energy and
investment companies.
Name: NGC Storage, Inc.
State of Organization: Delaware
Nature of business: Dormant.
Name: Natural Gas Clearinghouse, Inc.
State of Organization: Delaware
Nature of business: Dormant.
Name: DGPI Inc.
State of Organization: Delaware
Nature of business: Contingent liability risk management company.
Name: Dynegy Gas Transportation, Inc.
State of Organization: Delaware
Nature of business: Nominal holder of transportation contracts; no
substantive business operations in 2001.
Name: Dynegy Consulting Services, Inc.
State of Organization: Delaware
Nature of business: Provides consulting services to third parties and holds
other interests.
Name: Dynegy Technology Capital Corp.
State of Organization: Delaware
Nature of business: Formed to make technology investments.
Name: Dynegydirect Inc.
State of Organization: Delaware
Nature of business: Nominal holder of certain rights relating to the
Claimant's former on-line trading portal; no substantive
business operations in 2001.
Name: Dynegy Energy Services, Inc.
State of Organization: Delaware
Nature of business: Retail power marketer.
Name: SouthStar Energy Services LLC
State of Organization: Delaware (limited liability company)
Nature of business: Retail gas company in which the Claimant has an indirect
20% interest.
Name: Illinois Power Energy, Inc.
State of Organization: Delaware
Nature of business: Formed to perform retail power sales in Illinois; no
substantive business operations in 2001.
Name: DEM GP, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds 3% general partner interest in
Dynegy Energy Marketing, LP.
Name: DEM LP, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds 97% limited partner interest in
Dynegy Energy Marketing, LP.
Name: Dynegy Energy Marketing, LP
State of Organization: Delaware (limited partnership)
Nature of business: Formed to sell electricity and related services to
retail electricity customers; no substantive business
operations in 2001.
53
Name: Dynegy Strategic Investments LP, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 99% limited partner interest in
Dynegy Strategic Investments, LP (no initial capital
contribution).
Name: Dynegy Strategic Investments GP, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds 1% general partner interest in
Dynegy Strategic Investments, LP (no initial capital
contribution).
Name: Dynegy Strategic Investments, L.P.
State of Organization: Delaware (limited partnership)
Nature of business: Formed to invest in venture capital and third party
opportunities; no substantive business operations in
2001.
Name: DS Partnership Investments, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 99% limited partner interests in
DS Partnership Investments, L.P. (no initial capital
contribution).
Name: DS Partnership Investments GP, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds 1% general partner interest in DS
Partnership Investments, L.P. (no initial capital
contribution).
Name: DS Partnership Investments, L.P.
State of Organization: Delaware (limited partnership)
Nature of business: Formed to invest in venture capital and third party
opportunities; no substantive business operations in
2001.
Name: DMT L.P., LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds 97% limited partner interest in
DMT Holdings, LP.
Name: DMT G.P., LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds 3% general partner interest in
DMT Holdings, LP.
Name: DMT Holdings, LP
State of Organization: Delaware (limited partnership)
Nature of business: Holding company; holds interests in various marketing
and trading companies.
Name: Dynegy Broadband Marketing and Trade
State of Organization: Delaware (general partnership)
Nature of business: Engaged in marketing and trading of broadband.
Name: Dynegy Marketing and Trade
State of Organization: Colorado (general partnership)
Nature of business: Engaged in marketing and trading of natural gas, power,
coal, emission allowances and the generation of
electricity.
Name: Dynegy Coal Trading & Transportation, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Arranges fuel supply for affiliated coal-fired
generation facilities.
Name: Nicor Energy, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Limited liability company in which the Claimant has an
indirect 50% interest; engaged in business of providing
retail gas and electric services.
Name: DMT Supply Holdings, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds 100% of interests in DMT Supply
Holdings Grantor Trust.
54
Name: Dynegy Supply Holdings Grantor Trust
State of Organization: Delaware business trust
Nature of business: Holding company; holds 99% interest in DMT Supply,
LP (no initial capital contribution).
Name: DMT Supply, LP
State of Organization: Delaware (limited partnership)
Nature of business: Entity formed to engage in natural gas delivery
and operations.
Name: DMG Enterprises, Inc.
State of Organization: Delaware
Nature of business: Holding company.
Name: Dynegy GP Inc.
State of Organization: Delaware
Nature of business: Holding company; holds interests in various marketing
and trading entities; no substantive business operations
in 2001.
Name: Dynegy Administrative Services Company
State of Organization: Delaware
Nature of business: Holding company for contingent liability risk management
companies.
Name: NIPC, Inc.
State of Organization: Texas
Nature of business: Contingent liability risk management company.
Name: Dynegy I.T., Inc.
State of Organization: Delaware
Nature of business: Nominal holder of various intellectual property licenses
for different locations; no substantive business
operations in 2001.
Name: DFS L.P., LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds 97% limited partner interest
in Dynegy Financial Services, LP (initial capital
contribution of $970).
Name: DFS G.P., LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company; holds 3% general partner interest
in Dynegy Financial Services, LP (initial capital
contribution of $30).
Name: Dynegy Financial Services, LP
State of Organization: Delaware (limited partnership)
Nature of business: Provides cash collection, credit, and accounts
receivables factoriung services.
Name: Dynegy Catlin Member, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds indirect interests in Midwest
power generation assets.
Name: Catlin Associates, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Financial entity.
Name: Black Thunder Member, Inc.
State of Organization: Delaware
Nature of business: Project entity formed for the purpose of a structured
financing transaction; no substantive business
operations in 2001.
55
Name: CoGen Lyondell, Inc.
State of Organization: Texas
Nature of business: Owner of power generation facilities (QF) selling at
wholesale.
Name: CoGen Power, Inc.
State of Organization: Texas
Nature of business: Former holding company indirectly owning power
generation facilities (QF) selling at wholesale
(assets sold in 2001).
Name: CEC Prime, Inc.
State of Organization: Delaware
Nature of business: Dormant.
Name: Dynegy Engineering, Inc.
State of Organization: Texas
Nature of business: Performs engineering work for Dynegy power generation
project.
Name: Dynegy Management, Inc.
State of Organization: Delaware
Nature of business: Limited partner of entity providing business management
services.
Name: Dynegy Services, Inc.
State of Organization: Delaware
Nature of business: General partner of entity providing business management
services.
Name: Dynegy Power Management Services, L.P.
State of Organization: Delaware (limited partnership)
Nature of business: Provides business management services to generation
facility owners which are owned wholly or jointly by
Dynegy entities.
Name: Dynegy Operating Company
State of Organization: Texas
Nature of business: Performs operating and maintenance services for
generation facilities which are owned wholly or jointly
by Dynegy entities.
Name: Dynegy Power Management Services, Inc.
State of Organization: Texas
Nature of business: Provides administrative services to Dynegy entities.
Name: Dynegy Parts and Technical Services, Inc.
State of Organization: Texas
Nature of business: Provides parts and technical services relating to
combustion turbines for Dynegy entities.
Name: Dynegy Power Project I, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Dormant.
Name: Dynegy Power Project II, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Dormant.
Name: HEP CoGen, Inc.
State of Organization: Texas
Nature of business: Dormant.
56
Name: Northway CoGen, Inc.
State of Organization: Texas
Nature of business: Dormant.
Name: Dynegy Global Communications Inc.
State of Organization: Delaware
Nature of business: Holding company; holds interests in various global
communications entities with no public utility
assets and no public utility subsidiaries or affiliates
as defined under the Act.
Name: Dynegy Europe Communications Holdings, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds interests in various global
communications entities.
Name: Dynegy Europe Communications I, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company (1% general partner interest) in Dynegy
Europe Communications C.V. (initial capital contribution
of 250 shares of Dynegy Europe Communications I B.V.
(at one Euro per share) plus promissory note obligations
of approximately 271,020 Pounds).
Name: Dynegy Europe Communications II, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Holding company (1% general partner interest) in Dynegy
Europe Communications C.V. (initial capital contribution
of 250 shares of Dynegy Europe Communications I B.V.
(at one Euro per share) plus promissory note obligations
of approximately 271,020 Pounds).
Name: Dynegy Europe Communications C.V.
State of Organization: Netherlands
Nature of business: Holding company; holds 100% of interests in Dynegy
Europe Communications I B.V. (25,000 shares at one Euro
per share).
Name: Dynegy Europe Communications I B.V.
State of Organization: Netherlands company
Nature of business: Holding company; holds 100% of interests in Dynegy
Europe Communications II B.V (46,000 shares at one Euro
per share).
Name: Dynegy Europe Communications II B.V.
State of Organization: Netherlands company
Nature of business: Holding company; holds interest in various global
communications entities; also engaged in business of
providing long-haul broadband network services.
Name: Dynegy Belgium Communications Sprl
State of Organization: Belgium Corp.
Nature of business: Engaged in business of providing long-haul broadband
network services.
Name: Dynegy Austria Communications GmbH
State of Organization: Austrian company
Location: A-1010 Wien. Rotenturmstrassee 13
Nature of business: Engaged in business of providing long-haul broadband
network services.
Name: Dynegy Germany Communications GmbH
State of Organization: Germany Corp.
Nature of business: Engaged in business of providing long-haul broadband
network services.
Name: Dynegy France Communications SARL
State of Organization: France Corp.
Nature of business: Engaged in business of providing long-haul broadband
network services.
Name: Dynegy Switzerland Communications Sarl
State of Organization: Switzerland Corp.
Nature of business: Engaged in business of providing long-haul broadband
network services.
57
Name: Dynegy Spain Communications S.L.
State of Organization: Spain Corp.
Nature of business: Engaged in business of providing long-haul broadband
network services.
Name: Dynegy Italy Communications Srl
State of Organization: Italy Corp.
Nature of business: Engaged in business of providing long-haul broadband
network services.
Name: Dynegy Europe Communications Holdings Limited.
State of Organization: UK limited corporation
Nature of business: Holding company; holds 100% of interests in Dynegy UK
Communications Ltd. (100 shares at 1 Pound per share).
Name: Dynegy Europe Communications Limited
State of Organization: UK limited corporation
Nature of business: Form to engage in business of providing long-haul
broadband network services; no substantive business
operations in 2001.
Name: Dynegy UK Communications Limited
State of Organization: UK limited corp.
Nature of business: Engaged in the business of providing long-haul
broadband network services.
Name: iaxis Carrier Services Ltd.
State of Organization: UK limited corp.
Nature of business: Dormant.
Name: DGC Leasing, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Leases European telecommunications network assets.
Name: Mantiss Information Corporation
State of Organization: Delaware
Nature of business: Holding company; holds 10% limited partner interest
in Dynegy Connect, L.P. (contributed $23,257,032 for
3,100,938 units).
Name: Dynegy Connect GP, Inc.
State of Organization: Delaware
Nature of business: Holding company; holds 1% general partner interest in
Dynegy Connect, L.P. (contributed $2,325,703 for
310,094 units).
Name: Dynegy Connect, L.P.
State of Organization: Delaware (limited partnership)
Nature of business: Conducts long-haul broadband network business.
Name: Dynegy Asia Communications, Ltd.
State of Organization: Hong Kong company
Nature of business: Holding company; holds 100% of interests in Extant
Information Technology (Shenzen) Company Limited.
Name: Extant Information Technology (Shenzen) Company Limited
State of Organization: China
Nature of business: Operator of Asian data services business.
Name: Mantiss, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Formed to engage in international telecommunications
business; no substantive business operations in 2001.
Name: Mantiss Software Solutions India Private Ltd.
State of Organization: India
Nature of business: Formed for development of software.
58
Name: DCP Leasing, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Leases European telecommunications network assets.
Name: Dynegy Communications Clearinghouse, Inc.
State of Organization: Delaware
Nature of business: Holds telecommunications license; no substantive
business operations in 2001.
Name: Dynegy CLEC Communications (Virginia), Inc.
State of Organization: Virginia
Nature of business: Holds telecommunications license; no substantive
business operations in 2001.
Name: DGC Government Services, Inc.
State of Organization: Delaware
Nature of business: Formed to enter into governmental contracts; no
substantive business operations in 2001.
Name: Dynegy Voice Communications, Inc.
State of Organization: Delaware
Nature of business: Formed to enter into business related to voice
communications; no substantive business operations
in 2001.
Name: Illinova Corporation
State of Organization: Illinois
Nature of business: Public utility holding company (holds common stock and
approximately 73% of the preferred stock of Illinois
Power Company).
Name: Illinova Generating Company
State of Organization: Illinois
Nature of business: Develops and operates independent power projects.
Name: IGC Grimes County, Inc.
State of Organization: Illinois
Nature of business: Holding company; holds 0.2% general partner interest in
Tenaska Frontier Partners.
Name: IGC Grimes Frontier, Inc.
State of Organization: Illinois
Nature of business: Holding company; holds 19.8% limited partner interest
in Tenaska Frontier Partners.
Name: Tenaska Frontier Partners
State of Organization: Delaware (limited partnership)
Nature of business: Limited Partnership in which the Claimant has a 20%
indirect interest; owns a wholesale power project
(under development/construction).
Name: Illinova Resource Recovery, Inc.
State of Organization: Illinois
Nature of business: Dormant.
Name: IGC Krishnapatnam Company
State of Organization: Illinois
Nature of business: Dormant.
Name: IPG Ferndale, Inc.
State of Organization: Illinois
Nature of business: Holding company; holds 5% general partner interest in
Teneska Washington Partners.
59
Name: IPG Paris, Inc.
State of Organization: Illinois
Nature of business: Holding company; holds 15% limited partner interest in
Tenaska II Partners, Ltd.
Name: Charter Oak (Paris), Inc.
State of Organization: Connecticut
Nature of business: Holding company; holds 25% limited partner interest in
Tenaska III Partners, Ltd.
Name: Tenaska Washington Partners
State of Organization: Washington (limited partnership)
Nature of business: Limited partnership in which the Claimant has an
indirect 5% interest; owns a wholesale power project
(currently under development/construction).
Name: Tenaska III Partners, Ltd.
State of Organization: Texas (limited partnership)
Nature of business: Limited partnership in which the Claimant has an
indirect 40% interest; owns a 40% limited partner
interest in the owner of a wholesale power project
(currently under development/construction).
Name: Tenaska III Texas Partners
State of Organization: Texas (general partnership)
Nature of business: Limited partnership in which the Claimant has an
indirect 40% interest; owns a wholesale power project
(currently under development/construction).
Name: COE (Gencoe) Corp.
State of Organization: Connecticut
Nature of business: Corporation in which the Claimant has an indirect 49%
ownership interest; holds 20.1% interest in each of IGC
(UK) Corp. and COE (UK) Corp.
Name: IGC (UK) Corp.
State of Organization: Delaware
Nature of business: Dormant.
Name: COE (UK) Corp.
State of Organization: Connecticut
Nature of business: Dormant.
Name: IGC Maranon LLC
State of Organization: Cayman Islands (limited liability company)
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Dormant.
Name: Maranon I, LLC
State of Organization: Cayman Islands (limited liability company)
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Dormant.
Name: Maranon II, LLC
State of Organization: Cayman Islands (limited liability company)
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Dormant.
60
Name: Maranon III, LLC
State of Organization: Cayman Islands (limited liability company)
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Dormant.
Name: IGC (Encoe) LLC
State of Organization: Cayman Islands (limited liability company)
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Dormant.
Name: IGC Vietnam Development, Inc.
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Dormant.
Name: IGC Azucar Inc.
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Dormant.
Name: IGC (Gencoe) Corp.
State of Organization: Delaware
Nature of business: Dormant.
Name: IGC Global, Inc.
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Holding company; holds 100% of the interests in IGC
International, Inc. (2,602.2 shares for a total
investment of $29,440,197).
Name: ECI Energy Ltd.
State of Organization: Delaware
Nature of business: Dormant.
Name: Illinois Power Company
State of Organization: Illinois
Nature of business: Natural gas and electric utility company.
Name: IP Gas Supply Company
State of Organization: Illinois
Nature of business: Dormant.
Name: Illinois Power Capital LP
State of Organization: Delaware (limited partnership)
Nature of business: Dormant.
61
Name: Illinois Power Special Purpose Trust
State of Organization: Delaware (business trust)
Nature of business: A Delaware business trust whose sole owner is Illinois
Power Securitization Limited Liability Company. Formed
to issue Transitional Funding Trust Notes as allowed by
the 1997 Electric Utility Transition Funding Law; no
substantive business operations in 2001.
Name: Illinois Power Securitization Limited Liability Company
State of Organization: Delaware
Nature of business: Granted rights of intangible transition property created
by Illinois Commerce Commission as part of the 1997
Electric Utility Transition Funding Law; no substantive
business operations in 2001.
Name: Illinois Power Financing I
State of Organization: Delaware (statutory business trust)
Nature of business: Statutory business trust in which Illinois Power serves
as a sponsor; no substantive business operations in
2001.
Name: Illinois Power Transmission Company, LLC
State of Organization: Delaware (limited liability company)
Nature of business: Dormant.
Name: Illinova Energy Partners
State of Organization: Delaware
Nature of business: Markets energy and energy-related services in United
States and Canada.
Name: Illinova Electric Partners, Inc.
State of Organization: Illinois
Nature of business: Dormant.
Name: EMC Gas Transmission Co.
State of Organization: Oklahoma
Nature of business: Engaged in retail sales of natural gas to customers in
Michigan.
Name: Illinova Insurance Company
State of Organization: Vermont
Nature of business: Captive insurance company; no substantive business
operations in 2001.
Name: Illinova Business Enterprises, Inc.
State of Organization: Illinois
Nature of business: Formed to engage in miscellaneous unregulated business
activities; no substantive business operations in 2001.
Name: Dynegy Customer Care, L.L.C.
State of Organization: Delaware (limited liability company)
Nature of business: Formed to provide customer services to Illinois Power
Company and others; no substantive business operations
in 2001.
Name: IGC International, Inc.
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Grand Cayman,
Cayman Islands, British West Indies
Nature of business: Holding company.
Name: IGC International II, Inc.
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Holding company.
62
Name: IGC (Wind) LLC
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Owner of power project.
Name: Generacion Eolica Trust
State of Organization: Costa Rica (Trust)
Nature of business: Holding company; holds 1% interest in Generacion Eolica
Ltda.
Name: Generacion Eolica, Ltda.
State of Organization: Costa Rica (limited liability company)
Nature of business: Holding company; holds 35% interest in Plantas Eolicas
S. de R.L.
Name: Fuerza Electrica de Latinoamerica, LLC
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Dormant.
Name: IGC Chorrera, LLC
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Holding company; holds 50% interest in owner of
generation facilities in Panama (EWG).
Name: IGC-ERI Thermal Generating Finco, Ltd.
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Holding company; holds interests in IGC-ERI Thermal
Generating Finco, Ltd.
Name: IGC Aguaytia Partners, LLC
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Holding company: holds 15.78% interest in Aguaytia
Energy.
Name: Aguaytia Energy
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Holding company in which the Claimant has an indirect
15.78% interest; holds 93% interest in Aguaytia Energy
del Peru, Ltda.
63
Name: IGC ELCO Partnership, LLC
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Holding company; holds 66.67% interest in ELCO Power
Investment Co., LLC and 15.2% interest in Electricida de
Cortes de R.L. de C.V. (ELCOSA).
Name: ELCO Power Investment Co., LLC
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Holding company; holds 10% interest in Electricida de
Cortes de R.L. de C.V. (ELCOSA) (107,310 shares for a
total investment of approximately $16 million).
Name: IGC Jamaica Partnership, LLC
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Holding company; holds 17.75% interest in Doctor Bird
Power Company.
Name: Doctor Bird Power Company
State of Organization: St. Lucia
Nature of business: Holding company in which the Claimant has an indirect
17.75% interest; holds interests in international power
project entity.
Name: IGC Uch, LLC
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Holding company; holds interests in international power
project entities.
Name: Tenaska-IG International, LLC
State of Organization: Cayman Islands in which Claimant has an indirect 50%
interest
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Holding company in which the Claimant has an indirect
50% interest; holds 98% interest in Teneska UPL (L)
Corporation.
Name: Tenaska UPL (L) Corporation
State of Organization: Malaysia
Nature of business: Holding company; holds approximate 30% interests in
international power project holding companies.
Name: UPLHC-I, LDC
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Holding company in which the Claimant has an indirect
15.17% interest; holds 99% interest in UCH Power
Limited.
64
Name: UPLHC-II, LDC
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Holding company in which the Claimant has an indirect
15.17% interest; holds 1% interest in UCH Power Limited.
Name: Operaciones de Arequipa, LLC
State of Organization: Cayman Islands
Location: c/o Maples and Calder, P.O. Box 309, Ugland House,
South Church Street. George Town, Grand Cayman,
Cayman Islands
Nature of business: Dormant.
Name: Illinova ZJXC Company
State of Organization: Mauritius
Location: B.C.M. (Secretaries) Ltd., 6th floor, Cerne House,
Chaussee, Port Louis, Mauritus
Nature of business: Holding company; holds 60% interest in Zhejang Xinchang-
IGC Power Co., Ltd.
Name: Zhejang Xinchang-IGC Power Co., Ltd.
State of Organization: China (Sino-foreign JV)
Nature of business: Electric power plant in which the Claimant has an
indirect 60% passive interest.
Name: IGC Mauritius Holding Company, Ltd.
State of Organization: Mauritius
Location: B.C.M. (Secretaries) Ltd., 6th floor, Cerne House,
Chaussee, Port Louis, Mauritus
Nature of business: Holding company.
Name: IGC-STI Guna Company
State of Organization: Mauritius
Location: B.C.M. (Secretaries) Ltd., 6th floor, Cerne House,
Chaussee, Port Louis, Mauritus
Nature of business: Dormant.
Name: IGC Mauritius International Company
State of Organization: Mauritius
Location: B.C.M. (Secretaries) Ltd., 6th floor, Cerne House,
Chaussee, Port Louis, Mauritus
Nature of business: Holding company; holds 90% interest in Zhuzhou Nangang
Cogeneration Power Co., Ltd.
Name: Zhuzhou Nangang Cogeneration Power Co., Ltd.
State of Organization: China (Sino-foreign JV)
Nature of business: Electric power plant in which the Claimant has an
indirect 90% passive interest.
65