0001104659-15-026492 Sample Contracts

THIRD SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEES
Supplemental Indenture Subsidiary Guarantees • April 8th, 2015 • Dynegy Inc. • Electric services • New York

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 2, 2015, among the Subsidiary Guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), each a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indentures referred to below (the “Trustee”).

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SECOND SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEES
Supplemental Indenture Subsidiary Guarantees • April 8th, 2015 • Dynegy Inc. • Electric services • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 2, 2015, among the Subsidiary Guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), each a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indentures referred to below (the “Trustee”).

SECOND SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEES
Supplemental Indenture Subsidiary Guarantees • April 8th, 2015 • Dynegy Inc. • Electric services • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 2, 2015, among the Subsidiary Guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), each a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indentures referred to below (the “Trustee”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 8th, 2015 • Dynegy Inc. • Electric services • New York

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is entered into as of April 2, 2015, among Dynegy Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Additional Lenders and Lenders party hereto (in such capacity, each, an “Incremental Revolving Lender” and, collectively, the “Incremental Revolving Lenders”) and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

Second Registration Rights Agreement Joinder April 2, 2015
Second Registration Rights Agreement • April 8th, 2015 • Dynegy Inc. • Electric services

Each of the undersigned hereby agrees as Guarantor (as defined in the Registration Rights Agreement (as amended, supplemented or joined, the “Registration Rights Agreement”), dated as of October 27, 2014, among Dynegy Inc., a Delaware corporation (as successor in interest to each of Dynegy Finance I, Inc., a Delaware corporation, and Dynegy Finance II, Inc., a Delaware corporation), and the Guarantors party thereto and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the several Initial Purchasers listed on Schedule I thereto) to be bound by the terms and provisions attributable to a Guarantor of the Registration Rights Agreement and to assume and be bound to perform all obligations of a Guarantor thereunder. By executing and delivering this Second Registration Rights Agreement Joinder, each of the undersigned hereby becomes a party to the Registration Rights Agreement as a Guaran

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • April 8th, 2015 • Dynegy Inc. • Electric services • New York

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 2, 2015 among the Subsidiary Guarantors listed on Schedule I (the “Guaranteeing Subsidiaries”), each a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the Indenture referred to herein (the “Trustee”).

THIRD SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEES
Supplemental Indenture • April 8th, 2015 • Dynegy Inc. • Electric services • New York

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 2, 2015, among the Subsidiary Guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), each a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indentures referred to below (the “Trustee”).

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