0001379895-15-000018 Sample Contracts

FIFTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEE
Supplemental Indenture • November 5th, 2015 • Dynegy Inc. • Electric services • New York

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 21, 2015, among Sithe/Independence Power Partners, L.P., a Delaware limited partnership (the “Guaranteeing Subsidiary”) and 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 below (the “Trustee”).

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FIFTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEE
Supplemental Indenture • November 5th, 2015 • Dynegy Inc. • Electric services • New York

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 21, 2015, among Sithe/Independence Power Partners, L.P., a Delaware limited partnership (the “Guaranteeing Subsidiary”) and 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 below (the “Trustee”).

FIFTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEE
Supplemental Indenture • November 5th, 2015 • Dynegy Inc. • Electric services • New York

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 21, 2015, among Sithe/Independence Power Partners, L.P., a Delaware limited partnership (the “Guaranteeing Subsidiary”) and 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 below (the “Trustee”).

AMENDMENT NO. 2 TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
Credit and Reimbursement Agreement • November 5th, 2015 • Dynegy Inc. • Electric services • New York

THIS AMENDMENT NO. 2 TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of June 3, 2015 (this “Amendment”), is by and among Illinois Power Marketing Company, an Illinois corporation, as the applicant (the “Applicant”) and Union Bank, N.A. (together with its successor and assigns, the “Bank”).

AMENDMENT TO NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • November 5th, 2015 • Dynegy Inc. • Electric services

WHEREAS, Dynegy Inc. (the “Company”) sponsors the Dynegy Inc. 2012 Long Term Incentive Plan (the “Plan”) for the benefit of eligible employees; and

FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 5th, 2015 • Dynegy Inc. • Electric services • New York

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 21, 2015, among Sithe/Independence Power Partners, L.P., a Delaware limited partnership (the “Guaranteeing Subsidiary”) and 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”).

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