Form 8-K DYNEGY INC. For: Apr 01

Item 1.01                                           Entry into a Material Definitive Agreement.

First Amendment to Credit Agreement

On April 1, 2015, Dynegy Inc. (the “Company”) entered into a First Amendment to the Credit Agreement (the “First Amendment”) among the Company, certain subsidiaries of the Company, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as administrative agent, and the other parties thereto, amending the Credit Agreement, dated as of April 23, 2013 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among the Company, the lenders from time to time party thereto, Credit Suisse, as administrative Agent, and the other parties thereto.  All capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Credit Agreement or First Amendment filed herewith, as applicable.

The First Amendment provides for a new $350 million five-year senior secured incremental tranche of revolving commitments (the “Incremental Tranche A Revolving Loan Commitments”), which have terms substantially the same as the terms of the Borrower’s outstanding tranche of revolving loans under the Credit Agreement and will mature on April 1, 2020.  Amounts available under the Incremental Tranche A Revolving Loan Commitments are available on a revolving basis, and such amounts that are repaid or prepaid may be re-borrowed. The loans issued pursuant to the Incremental Tranche A Revolving Loan Commitments bear interest, initially, at either (a) 2.75% per annum plus the LIBO Rate with respect to any LIBOR Loan or (b) 1.75% per annum plus the Base Rate with respect to any Base Rate Loan, with steps down based on a Senior Secured Leverage Ratio (as defined in the Credit Agreement).

The foregoing summary highlights information contained in the First Amendment. It does not contain all the information that may be important to you and is qualified in its entirety by reference to the Credit Agreement, the First Amendment and the additional related agreements attached hereto as Exhibits 10.1 through 10.4 and incorporated herein by reference.

Item 2.01                                           Completion of Acquisition or Disposition of Assets.

On April 1, 2015 (the “EquiPower Closing Date”), the Company completed its previously announced acquisition of EquiPower Resources Corp. (“EquiPower” and, together with its wholly-owned subsidiaries, the “EquiPower Guarantors”) pursuant to the terms of the Stock Purchase Agreement, dated August 21, 2014 (as amended, the “EquiPower Agreement”) by and among Energy Capital Partners II, LP (“ECP II”), Energy Capital Partners II-A, LP (“ECP II-A”), Energy Capital Partners II-B, LP (“ECP II-B”), Energy Capital Partners II-C (Direct IP), LP (“ECP II-C”), Energy Capital Partners II-D, LP (“ECP II-D”), and Energy Capital Partners II (EquiPower Co-Invest), LP (“ECP Coinvest” and, collectively with ECP II, ECP II-A, ECP II-B, ECP II-C and ECP II-D, the “EquiPower Sellers”). EquiPower, Dynegy Resource II, LLC (the “EquiPower Purchaser”) and, solely for certain limited purposes set forth therein, each of Energy Capital Partners II-C, LP (“ECP II-C Fund”), and the Company. In the transaction, the EquiPower Purchaser purchased from the EquiPower Sellers 100% of the equity interests in EquiPower (the “EquiPower Acquisition”), and as of the effective time of the EquiPower Acquisition, EquiPower became a wholly-owned subsidiary of the EquiPower Purchaser.

Simultaneously on the EquiPower Closing Date, in a related transaction, the Company completed its previously announced acquisition of Brayton Point Holdings, LLC (“Brayton” and, together with its wholly-owned subsidiaries, the “Brayton Guarantors”; the EquiPower Guarantors and the Brayton Guarantors are collectively referred to herein as the “ECP Guarantors”) pursuant to the terms of the Stock Purchase Agreement and Agreement and Plan of Merger, dated August 21, 2014 (the “Brayton Agreement”), by and among Dynegy Resource III, LLC (the “Brayton Purchaser”), Dynegy Resources III-A, LLC (“Merger Sub”), Energy Capital Partners GP II, LP (“ECP GP”), ECP II, ECP II-A, ECP II-B, ECP II-D, and Energy Capital Partners II-C (Cayman), L.P. (“ECP II-C (Cayman)” and, collectively with ECP GP, ECP II, ECP II-A, ECP II-B and ECP II-D, the “Brayton Sellers”), Brayton, and, solely for certain limited purposes set forth therein, each of ECP II-C Fund and the Company. In the transaction, the Brayton Purchaser acquired from the Brayton Sellers and other holders of equity interests in Brayton, though a stock purchase and the related merger of Merger Sub with and into Brayton at the effective time of the transaction, 100% of the equity interests in Brayton (the “Brayton Acquisition” and, together with the EquiPower Acquisition, the “ECP Acquisitions”), and Brayton became a wholly-owned subsidiary of the Brayton Purchaser. Additional information regarding the ECP Acquisitions was previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2014 and Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2015, which information is incorporated herein by reference.

The foregoing description of the EquiPower Agreement and the transactions consummated pursuant thereto is qualified in its entirety by reference to the full text of the EquiPower Agreement attached as Exhibit 2.2 to the Company’s Current Report on Form 8-

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K filed with the SEC on August 26, 2014, as amended by the full text of the Amendment to the Stock Purchase Agreement attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2015, which exhibits are incorporated herein by reference. The foregoing description of the Brayton Agreement and the transactions consummated pursuant thereto is qualified in its entirety by reference to the full text of the Brayton Agreement attached as Exhibit 2.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 26, 2014, which exhibit is incorporated herein by reference.

Item 2.03                                           Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

On October 27, 2014, Dynegy Finance II, Inc., a Delaware corporation (the “EquiPower Escrow Issuer”), a wholly-owned subsidiary of the Company, issued $3.06 billion in aggregate principal amount of senior notes, the proceeds of which were placed into escrow until the consummation of the ECP Acquisitions.  On the EquiPower Closing Date, the proceeds from the issuances were released from escrow and used to pay a portion of the ECP Acquisitions and to pay fees and expenses.

On the EquiPower Closing Date, the Company, as successor in interest to the EquiPower Escrow Issuer, executed a supplemental indenture, evidencing its accession to the $1,260,000,000 in aggregate principal amount of 6.75% senior notes due 2019 (the “2019 Notes”) issued pursuant to the indenture, dated October 27, 2014, between the EquiPower Escrow Issuer and Wilmington Trust, National Association, as trustee (as amended or supplemented, the “2019 Notes Indenture”).  Interest is payable semiannually in arrears on May 1 and November 1 of each year, to the holders of record of 2019 Notes at the close of business on April 15 and October 15, respectively, immediately preceding such interest payment date. The first interest payment with respect to the 2019 Notes will be May 1, 2015.  The 2019 Notes will be redeemable in whole or in part, at any time on or after May 1, 2017, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2019 Notes redeemed, to but excluding the redemption date, if redeemed during the 12-month period beginning on May 1 of the years indicated below (subject to the rights of holders of the 2019 Notes on the relevant record date to receive interest on the relevant interest payment date):

At any time prior to May 1, 2017, up to 35% of the aggregate principal amount of the 2019 Notes may be redeemed upon not less than 30 nor more than 60 days’ notice, at a redemption price of 106.75% of the principal amount of the 2019 Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the rights of holders of the 2019 Notes on the relevant record date to receive interest due on the relevant interest payment date), with the proceeds of one or more Equity Offerings (as defined in the 2019 Notes Indenture); provided that: (1) at least 65% of the aggregate principal amount of the 2019 Notes issued on October 27, 2014 (excluding notes held by the Company and its subsidiaries) remain outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

On the EquiPower Closing Date, the Company, as successor in interest to the EquiPower Escrow Issuer, executed a supplemental indenture, evidencing its accession to the $1,050,000,000 in aggregate principal amount of 7.375% senior notes due 2022 (the “2022 Notes”) issued pursuant to the indenture, dated October 27, 2014, between the EquiPower Escrow Issuer and Wilmington Trust, National Association, as trustee (as amended or supplemented, the “2022 Notes Indenture”).  Interest is payable semiannually in arrears on May 1 and November 1 of each year, to the holders of record of 2022 Notes at the close of business on April 15 and October 15, respectively, immediately preceding such interest payment date. The first interest payment with respect to the 2022 Notes will be May 1, 2015.  The 2022 Notes will be redeemable in whole or in part, at any time on or after November 1, 2018, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2022 Notes redeemed, to but excluding the redemption date, if redeemed during the 12-month period beginning on November 1 of the years indicated below (subject to the rights of holders of the 2022 Notes on the relevant record date to receive interest on the relevant interest payment date):

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At any time prior to November 1, 2018, up to 35% of the aggregate principal amount of the 2022 Notes may be redeemed upon not less than 30 nor more than 60 days’ notice, at a redemption price of 107.375% of the principal amount of the 2022 Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the rights of holders of the 2022 Notes on the relevant record date to receive interest due on the relevant interest payment date), with the proceeds of one or more Equity Offerings (as defined in the 2022 Notes Indenture); provided that: (1) at least 65% of the aggregate principal amount of the 2022 Notes issued on October 27, 2014 (excluding notes held by the Company and its subsidiaries) remain outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

On the EquiPower Closing Date, the Company, as successor in interest to the EquiPower Escrow Issuer, executed a supplemental indenture, evidencing its accession to the $750,000,000 in aggregate principal amount of 7.625% senior notes due 2024 (the “2024 Notes” and, together with the 2019 Notes and the 2022 Notes, the “Notes”) issued pursuant to the indenture, dated October 27, 2014, between the EquiPower Escrow Issuer and Wilmington Trust, National Association, as trustee (as amended or supplemented, the “2024 Notes Indenture” and, together with the 2019 Notes Indenture and the 2022 Notes Indenture, the “Indentures” and each an “Indenture”).  The 2024 Notes bear interest at a rate of 7.625% per annum.  Interest is payable semiannually in arrears on May 1 and November 1 of each year, to the holders of record of the 2024 Notes at the close of business on April 15 and October 15, respectively, immediately preceding such interest payment date.  The first interest payment with respect to the 2024 Notes will be May 1, 2015.  The 2024 Notes will be redeemable in whole or in part, at any time on or after November 1, 2019, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2024 Notes redeemed, to but excluding the redemption date, if redeemed during the 12-month period beginning on November 1 of the years indicated below (subject to the rights of holders of the 2024 Notes on the relevant record date to receive interest on the relevant interest payment date):

At any time prior to November 1, 2019, up to 35% of the aggregate principal amount of the 2024 Notes may be redeemed upon not less than 30 nor more than 60 days’ notice, at a redemption price of 107.625% of the principal amount of the 2024 Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the rights of holders of the 2024 Notes on the relevant record date to receive interest due on the relevant interest payment date), with the proceeds of one or more Equity Offerings (as defined in the 2024 Notes Indenture); provided that: (1) at least 65% of the aggregate principal amount of the 2024 Notes issued on October 27, 2014 (excluding notes held by the Company and its subsidiaries) remain outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

The Company may also redeem the 2019 Notes, in whole or in part, at any time prior to May 1, 2017, the 2022 Notes, in whole or in part, at any time prior to November 1, 2018 and the 2024 Notes, in whole or in part, at any time prior to November 1, 2019, in each case, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as defined in the applicable Indenture) as of, and accrued and unpaid interest, if any, to but excluding the redemption date, subject to the rights of holders of such Notes on the relevant record date to receive interest due on the relevant interest payment date.

The Notes are the Company’s general unsecured obligations.  On the EquiPower Closing Date, generally, each of the Company’s current and future wholly-owned domestic subsidiaries that is a borrower or guarantor under the Company’s existing credit facilities and the entities acquired in the ECP Acquisitions  (collectively, the “Subsidiary Guarantors”) executed supplemental indentures evidencing their accession to the Notes as guarantors.

On the EquiPower Closing Date, the Company executed joinders to each of the three Unit Agreements, dated as of October 27, 2014, among the EquiPower Escrow Issuer, Dynegy Finance I, Inc. (the “Duke Escrow Issuer”) and Wilmington Trust, National Association, as unit agent (as amended or supplemented, the “Unit Agreements” and each a “Unit Agreement”), as a successor to the EquiPower Escrow Issuer. The Notes will continue to trade as part of the units, as contemplated in the applicable Unit Agreement.

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On the EquiPower Closing Date, the Company and the Subsidiary Guarantors executed a joinder to the registration rights agreement, dated October 27, 2014, among the EquiPower Escrow Issuer, the Duke Escrow Issuer, 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 initial purchasers identified therein (the “Registration Rights Agreement”).  Pursuant to the Registration Rights Agreement, the Company has agreed for the benefit of the holders of the Notes to use commercially reasonable efforts to register with the Securities and Exchange Commission (the “SEC”) a new issue of each series of Notes having substantially identical terms as the applicable Notes (except for the provisions relating to the transfer restrictions and payment of special interest) as part of an offer to exchange freely tradable exchange notes for the Notes.  Pursuant to the Registration Rights Agreement, the Company has agreed to use commercially reasonable efforts to cause a registration statement relating to such exchange offer to be declared effective on or prior to the later of (i) 360 days after October 27, 2014 and (ii) 180 days after the later of (x) the earlier of (1) the Duke Midwest Escrow Release Date (as defined in the Registration Rights Agreement) and (2) the Duke Midwest Assets Acquisition Deadline (as defined in the Registration Rights Agreement) and (y) the earlier of (1) the EquiPower Escrow Release Date (as defined in the Registration Rights Agreement) and (2) the EquiPower Acquisition Deadline (as defined in the Registration Rights Agreement).  Further, pursuant to the Registration Rights Agreement, the Company has agreed to, if required under certain circumstances, file a shelf registration statement with the SEC covering resales of the applicable Notes.

If the Company fails to satisfy certain of its obligations under the Registration Rights Agreement (a “Registration Default”), it will be required to pay special interest on the applicable series of Notes equal to an additional 0.25% per annum of the principal amount of such Notes outstanding during the 90-day period immediately following the occurrence of such default. The amount of special interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until such Registration Default is cured, up to a maximum amount of special interest for all Registration Defaults of 0.50% per annum of the principal amount of the Transfer Restricted Securities (as defined in the Registration Rights Agreement) outstanding.

Additionally, on the EquiPower Closing Date, the Company executed a second supplemental indenture adding the ECP Guarantors as guarantors of the $500,000,000 in aggregate principal amount of the 5.875% notes due 2023 (the “2023 Notes”) issued pursuant to the indenture, dated May 20, 2013, among the Company, the Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee.

The above description of the Notes is qualified in its entirety by reference to the full text of the Indentures governing the Notes, the Unit Agreements and the Registration Rights Agreement, which were previously filed by the Company on October 30, 2014, and are incorporated herein by reference.  The above description of the supplemental indentures with respect to the Notes, joinders to the Unit Agreements and joinder to the Registration Rights Agreement are qualified in their entirety by the supplemental indentures with respect to the Notes, the joinders to the Unit Agreements and the joinder to the Registration Rights Agreement, copies of which are attached hereto as Exhibits 4.2, 4.4, 4.6, 4.8, 4.9, 4.11, 4.12, 4.14, 4.15 and 4.17, and incorporated by reference into this Item 2.03.

The above description of the addition of the ECP Guarantors to the 2023 Notes and the supplemental indenture with respect thereto is qualified in its entirety by reference to the full text of the indenture governing the 2023 Notes, which was previously filed by the Company on May 21, 2013 and the first supplemental indenture to the 2023 Notes, which was previously filed by the Company on February 27, 2014 and the second supplemental indenture to the 2023 Notes, a copy of which is attached hereto as Exhibit 4.20 and incorporated by reference into this Item 2.03.

The information regarding the First Amendment and the related agreements set forth under Item 1.01 is incorporated herein by reference.

Item 3.02                                           Unregistered Sales of Equity Securities

In connection with the consummation of the ECP Acquisitions, on April 1, 2015, the Company issued an aggregate of 3,460,053 shares of its common stock at a purchase price of $28.9013 per share for aggregate consideration of approximately $100 million as partial consideration for the ECP Acquisitions. The sales of these securities were deemed to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering. The recipients of securities in this transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with, any distribution thereof, and transfer was restricted in accordance with the requirements of the Securities Act (including by legending the securities). These securities were not convertible or exchangeable.

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Item 7.01                                           Regulation FD Disclosure

A copy of the press release issued by the Company on April 1, 2015 relating to the completion of the ECP Acquisitions is filed herewith as Exhibit 99.1 and incorporated herein by reference.

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

The press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth therein.

Item 9.01                                           Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements required by Item 9.01(a) of Form 8-K, with respect to the EquiPower Acquisitions described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.

(b) Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) of Form 8-K, with respect to the EquiPower Acquisitions described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.

(d)   Exhibits:

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* Pursuant to Item 601(b)(2) of Regulation S-K exhibits and schedules are omitted. Dynegy agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the Commission.

** Filed herewith

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SIGNATURE

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

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EXHIBIT INDEX

* Pursuant to Item 601(b)(2) of Regulation S-K exhibits and schedules are omitted. Dynegy agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the Commission.

** Filed herewith

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Exhibit 4.2

2019 Notes Unit Agreement Joinder

April 1, 2015

Dynegy Inc., a Delaware corporation (the “Company”) hereby agrees as successor in interest to Dynegy Finance II, Inc., a Delaware corporation (“Finance II”), to be bound by the terms and provisions attributable to an Issuer of the Unit Agreement, dated as of October 27, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “2019 Notes Unit Agreement”), among Finance II, Dynegy Finance I, Inc. and Wilmington Trust, National Association, as Unit Agent, and to assume and be bound to perform all obligations of an Issuer thereunder.  By executing and delivering this Unit Agreement Joinder, the Company hereby becomes a party to the 2019 Notes Unit Agreement as an Issuer thereunder.  Unless the context otherwise requires, all references to “Finance II” in the 2019 Notes Unit Agreement shall refer to the Company.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of the date first set forth above.

Exhibit 4.4

2022 Notes Unit Agreement Joinder

April 1, 2015

Dynegy Inc., a Delaware corporation (the “Company”) hereby agrees as successor in interest to Dynegy Finance II, Inc., a Delaware corporation (“Finance II”), to be bound by the terms and provisions attributable to an Issuer of the Unit Agreement, dated as of October 27, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “2022 Notes Unit Agreement”), among Finance II, Dynegy Finance I, Inc. and Wilmington Trust, National Association, as Unit Agent, and to assume and be bound to perform all obligations of an Issuer thereunder.  By executing and delivering this Unit Agreement Joinder, the Company hereby becomes a party to the 2022 Notes Unit Agreement as an Issuer thereunder.  Unless the context otherwise requires, all references to “Finance II” in the 2022 Notes Unit Agreement shall refer to the Company.

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IN WITNESS WHEREOF, the undersigned has executed this counterpart as of the date first set forth above.

Exhibit 4.6

2024 Notes Unit Agreement Joinder

April 1, 2015

Dynegy Inc., a Delaware corporation (the “Company”) hereby agrees as successor in interest to Dynegy Finance II, Inc., a Delaware corporation (“Finance II”), to be bound by the terms and provisions attributable to an Issuer of the Unit Agreement, dated as of October 27, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “2024 Notes Unit Agreement”), among Finance II, Dynegy Finance I, Inc. and Wilmington Trust, National Association, as Unit Agent, and to assume and be bound to perform all obligations of an Issuer thereunder.  By executing and delivering this Unit Agreement Joinder, the Company hereby becomes a party to the 2024 Notes Unit Agreement as an Issuer thereunder.  Unless the context otherwise requires, all references to “Finance II” in the 2024 Notes Unit Agreement shall refer to the Company.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of the date first set forth above.

Exhibit 4.8

FIRST SUPPLEMENTAL INDENTURE

TO BE DELIVERED IN CONNECTION WITH THE EQUIPOWER ACQUISITION

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 1, 2015, between Dynegy Inc., a Delaware corporation (the “Successor”) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).  Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined below).

W I T N E S S E T H

WHEREAS, Dynegy Finance II, Inc. (“Finance II”) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 27, 2014, between Finance II and the Trustee, providing for the original issuance of an aggregate principal amount of $1,260,000,000 of 6.75% Senior Notes due 2019 (the “Initial Notes”) and, subject to the terms of the Indenture, future unlimited issuances of 6.75% Senior Notes due 2019 (the “Additional Notes, and together with the Initial Notes, the “Notes”);

WHEREAS, the Successor has filed with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger, dated as of April 1, 2015, which provides for the merger of Finance II with and into the Successor (the “Merger”), with the Successor continuing its corporate existence under the laws of the State of Delaware as the surviving company of the Merger;

WHEREAS, Section 5.01 of the Indenture provides, among other things, that Finance II may consolidate or merge with or into another Person; provided that, among other things, the Person formed by or surviving any such consolidation or merger (if other than Finance II) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Finance II under the Indenture, the Notes and the Registration Rights Agreement pursuant to documents in such form as are reasonably satisfactory to the Trustee;

WHEREAS, Section 9.01 of the Indenture provides, among other things, that the Indenture and Notes may be amended or supplemented without the consent of any Holder to provide for the assumption of Finance II’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of Finance II’s assets; and

WHEREAS, the Successor desires and has requested that the Trustee join in the execution of this Supplemental Indenture for the purpose of evidencing such assumption by the Successor;

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Trustee and the Successor mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE 1

ASSUMPTION AND AGREEMENTS

Section 1.1. The Successor hereby, in accordance with the terms and conditions of the Indenture, assumes the due and punctual payment of the principal of, premium, if any, and interest and Special Interest, if any, on the Notes, and the due and punctual performance and observance of all other covenants, conditions and other obligations contained in the Indenture, the Notes and the Registration Rights Agreement on the part of Finance II to be performed or observed.

Section 1.2. The Successor shall succeed to, and be substituted for, and may exercise every right and power of, Finance II under the Indenture and the Notes, with the same effect as if the Successor had been named as “the Company” therein.

ARTICLE 2

MISCELLANEOUS

Section 2.1. NEW YORK LAW TO GOVERN.  THE INDENTURE, THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.2. Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

Section 2.3. Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 2.4. The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Successor.

Section 2.5. Ratification of Indenture; Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly  executed and attested, all as of the date first above written.

Dated: April 1, 2015

Exhibit 4.9

SECOND SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 1, 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, and Wilmington Trust, National Association, as trustee under the indentures referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company (as successor by merger to Dynegy Finance II, Inc.) has heretofore executed and delivered to the Trustee an indenture (as supplemented, the “Indenture”), dated as of October 27, 2014, between the Company and the Trustee, providing for the original issuance of an aggregate principal amount of $1,260,000,000 of 6.75% Senior Notes due 2019 (the “Initial Notes”) and, subject to the terms of the Indenture, future unlimited issuances of 6.75% Senior Notes due 2019 (the “Additional Notes, and together with the Initial Notes, the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Subsidiary Guarantees”); and

WHEREAS, pursuant to Section 4.07 of the Indenture, the Trustee, the Company and the other Subsidiary Guarantors are authorized and required to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company and the other Subsidiary Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.             Capitalized Terms.  Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.             Agreement to be Bound; Guarantee.  Each of the Guaranteeing Subsidiaries hereby become a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture.  Each of the Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture.  In furtherance of the foregoing, each of the Guaranteeing Subsidiaries shall be deemed a Subsidiary Guarantor for purposes of Article 10 of the Indenture, including, without limitation, Section 10.02 thereof.

3.             NEW YORK LAW TO GOVERN.  THE INDENTURE, THE NOTES, THIS SUPPLEMENTAL INDENTURE AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4.             Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

5.             Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

6.             The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

7.             Ratification of Indenture; Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions

1

thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

[Signature Page Follows]

2

IN WITNESS WHEREOF, we have hereunto signed our names as of the date set forth below.

[SIGNATURE PAGES CONTINUE]

[SIGNATURE PAGES CONTINUE]

SCHEDULE I

SUBSIDIARY GUARANTORS

EQUIPOWER RESOURCES CORP.

DYNEGY RESOURCE II, LLC

DYNEGY RESOURCE III, LLC

DYNEGY RESOURCES HOLDCO I, LLC

DYNEGY RESOURCES HOLDCO II, LLC

DYNEGY RESOURCES GENERATING HOLDCO, LLC

RICHLAND GENERATION EXPANSION LLC

MILFORD POWER COMPANY, LLC

LAKE ROAD HOLDINGS GP, LLC

LAKE ROAD HOLDINGS LP, LLC

LAKE ROAD GENERATING COMPANY, L.P.

RSG POWER, LLC

RICHLAND-STRYKER GENERATION, LLC

DYNEGY RESOURCES MANAGEMENT, LLC

DIGHTON POWER, LLC

MASSPOWER HOLDCO, LLC

MASSPOWER PARTNERS I, LLC

MASSPOWER PARTNERS II, LLC

MASSPOWER

LIBERTY ELECTRIC GENERATION HOLDINGS, LLC

LEP HOLDINGS, LLC

LIBERTY ELECTRIC PA 2, LLC

LIBERTY ELECTRIC POWER, LLC

TOMCAT POWER, LLC

KINCAID HOLDINGS, LLC

KINCAID GENERATION, L.L.C.

KINCAID ENERGY SERVICES COMPANY, LLC

ELWOOD EXPANSION HOLDINGS, LLC

ELWOOD ENERGY HOLDINGS, LLC

ELWOOD SERVICES COMPANY, LLC

ELWOOD ENERGY HOLDINGS II, LLC

BRAYTON POINT HOLDINGS, LLC

ECP II-B (BRAYTON POINT IP) CORP

ECP II-C (BRAYTON POINT IP) CORP

DYNEGY ENERGY SERVICES, LLC

BLUE RIDGE GENERATION LLC

BLACK MOUNTAIN COGEN, INC.

CASCO BAY ENERGY COMPANY, LLC

DYNEGY ADMINISTRATIVE SERVICES COMPANY

DYNEGY COAL HOLDCO, LLC

DYNEGY COAL INVESTMENTS HOLDINGS, LLC

DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.

DYNEGY EQUIPMENT, LLC

DYNEGY GASCO HOLDINGS, LLC

DYNEGY GAS HOLDCO, LLC

DYNEGY GAS IMPORTS, LLC

DYNEGY GAS INVESTMENTS, LLC

DYNEGY GAS INVESTMENTS HOLDINGS, LLC

DYNEGY GLOBAL LIQUIDS, INC.

DYNEGY KENDALL ENERGY, LLC

Schedule I continues on next page

DYNEGY MARKETING AND TRADE, LLC

DYNEGY MIDWEST GENERATION, LLC

DYNEGY MORRO BAY, LLC

DYNEGY MOSS LANDING, LLC

DYNEGY OAKLAND, LLC

DYNEGY OPERATING COMPANY

DYNEGY POWER, LLC

DYNEGY POWER GENERATION INC.

DYNEGY POWER MARKETING, LLC

DYNEGY SOUTH BAY, LLC

HAVANA DOCK ENTERPRISES, LLC

ILLINOVA CORPORATION

ONTELAUNEE POWER OPERATING COMPANY, LLC

SITHE ENERGIES, INC.

SITHE/INDEPENDENCE LLC

Exhibit 4.11

FIRST SUPPLEMENTAL INDENTURE
TO BE DELIVERED IN CONNECTION WITH THE EQUIPOWER ACQUISITION

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 1, 2015, between Dynegy Inc., a Delaware corporation (the “Successor”) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).  Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined below).

W I T N E S S E T H

WHEREAS, Dynegy Finance II, Inc. (“Finance II”) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 27, 2014, between Finance II and the Trustee, providing for the original issuance of an aggregate principal amount of $1,050,000,000 of 7.375% Senior Notes due 2022 (the “Initial Notes”) and, subject to the terms of the Indenture, future unlimited issuances of 7.375% Senior Notes due 2022 (the “Additional Notes, and together with the Initial Notes, the “Notes”);

WHEREAS, the Successor has filed with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger, dated as of April 1, 2015, which provides for the merger of Finance II with and into the Successor (the “Merger”), with the Successor continuing its corporate existence under the laws of the State of Delaware as the surviving company of the Merger;

WHEREAS, Section 5.01 of the Indenture provides, among other things, that Finance II may consolidate or merge with or into another Person; provided that, among other things, the Person formed by or surviving any such consolidation or merger (if other than Finance II) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Finance II under the Indenture, the Notes and the Registration Rights Agreement pursuant to documents in such form as are reasonably satisfactory to the Trustee;

WHEREAS, Section 9.01 of the Indenture provides, among other things, that the Indenture and Notes may be amended or supplemented without the consent of any Holder to provide for the assumption of Finance II’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of Finance II’s assets; and

WHEREAS, the Successor desires and has requested that the Trustee join in the execution of this Supplemental Indenture for the purpose of evidencing such assumption by the Successor;

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Trustee and the Successor mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE 1

ASSUMPTION AND AGREEMENTS

Section 1.1. The Successor hereby, in accordance with the terms and conditions of the Indenture, assumes the due and punctual payment of the principal of, premium, if any, and interest and Special Interest, if any, on the Notes, and the due and punctual performance and observance of all other covenants, conditions and other obligations contained in the Indenture, the Notes and the Registration Rights Agreement on the part of Finance II to be performed or observed.

Section 1.2. The Successor shall succeed to, and be substituted for, and may exercise every right and power of, Finance II under the Indenture and the Notes, with the same effect as if the Successor had been named as “the Company” therein.

ARTICLE 2

MISCELLANEOUS

Section 2.1. NEW YORK LAW TO GOVERN.  THE INDENTURE, THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.2. Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

Section 2.3. Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 2.4. The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Successor.

Section 2.5. Ratification of Indenture; Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: April 1, 2015

Exhibit 4.12

SECOND SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 1, 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, and Wilmington Trust, National Association, as trustee under the indentures referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company (as successor by merger to Dynegy Finance II, Inc.) has heretofore executed and delivered to the Trustee an indenture (as supplemented, the “Indenture”), dated as of October 27, 2014, between the Company and the Trustee, providing for the original issuance of an aggregate principal amount of $1,050,000,000 of 7.375% Senior Notes due 2022 (the “Initial Notes”) and, subject to the terms of the Indenture, future unlimited issuances of 7.375% Senior Notes due 2022 (the “Additional Notes, and together with the Initial Notes, the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Subsidiary Guarantees”); and

WHEREAS, pursuant to Section 4.07 of the Indenture, the Trustee, the Company and the other Subsidiary Guarantors are authorized and required to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company and the other Subsidiary Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.                                      Capitalized Terms.  Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.                                      Agreement to be Bound; Guarantee.  Each of the Guaranteeing Subsidiaries hereby become a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture.  Each of the Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture.  In furtherance of the foregoing, each of the Guaranteeing Subsidiaries shall be deemed a Subsidiary Guarantor for purposes of Article 10 of the Indenture, including, without limitation, Section 10.02 thereof.

3.                                      NEW YORK LAW TO GOVERN.  THE INDENTURE, THE NOTES, THIS SUPPLEMENTAL INDENTURE AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4.                                      Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

5.                                      Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

6.                                      The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

7.                                      Ratification of Indenture; Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions

1

thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

[Signature Page Follows]

2

IN WITNESS WHEREOF, we have hereunto signed our names as of the date set forth below.

[SIGNATURE PAGES CONTINUE]

[SIGNATURE PAGES CONTINUE]

SCHEDULE I

SUBSIDIARY GUARANTORS

EQUIPOWER RESOURCES CORP.

DYNEGY RESOURCE II, LLC

DYNEGY RESOURCE III, LLC

DYNEGY RESOURCES HOLDCO I, LLC

DYNEGY RESOURCES HOLDCO II, LLC

DYNEGY RESOURCES GENERATING HOLDCO, LLC

RICHLAND GENERATION EXPANSION LLC

MILFORD POWER COMPANY, LLC

LAKE ROAD HOLDINGS GP, LLC

LAKE ROAD HOLDINGS LP, LLC

LAKE ROAD GENERATING COMPANY, L.P.

RSG POWER, LLC

RICHLAND-STRYKER GENERATION, LLC

DYNEGY RESOURCES MANAGEMENT, LLC

DIGHTON POWER, LLC

MASSPOWER HOLDCO, LLC

MASSPOWER PARTNERS I, LLC

MASSPOWER PARTNERS II, LLC

MASSPOWER

LIBERTY ELECTRIC GENERATION HOLDINGS, LLC

LEP HOLDINGS, LLC

LIBERTY ELECTRIC PA 2, LLC

LIBERTY ELECTRIC POWER, LLC

TOMCAT POWER, LLC

KINCAID HOLDINGS, LLC

KINCAID GENERATION, L.L.C.

KINCAID ENERGY SERVICES COMPANY, LLC

ELWOOD EXPANSION HOLDINGS, LLC

ELWOOD ENERGY HOLDINGS, LLC

ELWOOD SERVICES COMPANY, LLC

ELWOOD ENERGY HOLDINGS II, LLC

BRAYTON POINT HOLDINGS, LLC

ECP II-B (BRAYTON POINT IP) CORP

ECP II-C (BRAYTON POINT IP) CORP

DYNEGY ENERGY SERVICES, LLC

BLUE RIDGE GENERATION LLC

BLACK MOUNTAIN COGEN, INC.

CASCO BAY ENERGY COMPANY, LLC

DYNEGY ADMINISTRATIVE SERVICES COMPANY

DYNEGY COAL HOLDCO, LLC

DYNEGY COAL INVESTMENTS HOLDINGS, LLC

DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.

DYNEGY EQUIPMENT, LLC

DYNEGY GASCO HOLDINGS, LLC

DYNEGY GAS HOLDCO, LLC

DYNEGY GAS IMPORTS, LLC

DYNEGY GAS INVESTMENTS, LLC

DYNEGY GAS INVESTMENTS HOLDINGS, LLC

DYNEGY GLOBAL LIQUIDS, INC.

DYNEGY KENDALL ENERGY, LLC

Schedule I continues on next page

DYNEGY MARKETING AND TRADE, LLC

DYNEGY MIDWEST GENERATION, LLC

DYNEGY MORRO BAY, LLC

DYNEGY MOSS LANDING, LLC

DYNEGY OAKLAND, LLC

DYNEGY OPERATING COMPANY

DYNEGY POWER, LLC

DYNEGY POWER GENERATION INC.

DYNEGY POWER MARKETING, LLC

DYNEGY SOUTH BAY, LLC

HAVANA DOCK ENTERPRISES, LLC

ILLINOVA CORPORATION

ONTELAUNEE POWER OPERATING COMPANY, LLC

SITHE ENERGIES, INC.

SITHE/INDEPENDENCE LLC

Exhibit 4.14

FIRST SUPPLEMENTAL INDENTURE
TO BE DELIVERED IN CONNECTION WITH THE EQUIPOWER ACQUISITION

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 1, 2015, between Dynegy Inc., a Delaware corporation (the “Successor”) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).  Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined below).

W I T N E S S E T H

WHEREAS, Dynegy Finance II, Inc. (“Finance II”) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 27, 2014, between Finance II and the Trustee, providing for the original issuance of an aggregate principal amount of $750,000,000 of 7.625% Senior Notes due 2024 (the “Initial Notes”) and, subject to the terms of the Indenture, future unlimited issuances of 7.625% Senior Notes due 2024 (the “Additional Notes, and together with the Initial Notes, the “Notes”);

WHEREAS, the Successor has filed with the Secretary of State of the State of Delaware a Certificate of Ownership and Merger, dated as of March April 1, 2015, which provides for the merger of Finance II with and into the Successor (the “Merger”), with the Successor continuing its corporate existence under the laws of the State of Delaware as the surviving company of the Merger;

WHEREAS, Section 5.01 of the Indenture provides, among other things, that Finance II may consolidate or merge with or into another Person; provided that, among other things, the Person formed by or surviving any such consolidation or merger (if other than Finance II) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Finance II under the Indenture, the Notes and the Registration Rights Agreement pursuant to documents in such form as are reasonably satisfactory to the Trustee;

WHEREAS, Section 9.01 of the Indenture provides, among other things, that the Indenture and Notes may be amended or supplemented without the consent of any Holder to provide for the assumption of Finance II’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of Finance II’s assets; and

WHEREAS, the Successor desires and has requested that the Trustee join in the execution of this Supplemental Indenture for the purpose of evidencing such assumption by the Successor;

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Trustee and the Successor mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE 1

ASSUMPTION AND AGREEMENTS

Section 1.1. The Successor hereby, in accordance with the terms and conditions of the Indenture, assumes the due and punctual payment of the principal of, premium, if any, and interest and Special Interest, if any, on the Notes, and the due and punctual performance and observance of all other covenants, conditions and other obligations contained in the Indenture, the Notes and the Registration Rights Agreement on the part of Finance II to be performed or observed.

Section 1.2. The Successor shall succeed to, and be substituted for, and may exercise every right and power of, Finance II under the Indenture and the Notes, with the same effect as if the Successor had been named as “the Company” therein.

ARTICLE 2

MISCELLANEOUS

Section 2.1. NEW YORK LAW TO GOVERN.  THE INDENTURE, THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.2. Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

Section 2.3. Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

Section 2.4. The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Successor.

Section 2.5. Ratification of Indenture; Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly  executed and attested, all as of the date first above written.

Dated: April 1, 2015

Exhibit 4.15

SECOND SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 1, 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, and Wilmington Trust, National Association, as trustee under the indentures referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company (as successor by merger to Dynegy Finance II, Inc.) has heretofore executed and delivered to the Trustee an indenture (as supplemented, the “Indenture”), dated as of October 27, 2014, between the Company and the Trustee, providing for the original issuance of an aggregate principal amount of $750,000,000 of 7.625% Senior Notes due 2024 (the “Initial Notes”) and, subject to the terms of the Indenture, future unlimited issuances of 7.625% Senior Notes due 2024 (the “Additional Notes, and together with the Initial Notes, the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Subsidiary Guarantees”); and

WHEREAS, pursuant to Section 4.07 of the Indenture, the Trustee, the Company and the other Subsidiary Guarantors are authorized and required to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company and the other Subsidiary Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.                                      Capitalized Terms.  Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.                                      Agreement to be Bound; Guarantee.  Each of the Guaranteeing Subsidiaries hereby become a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture.  Each of the Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture.  In furtherance of the foregoing, each of the Guaranteeing Subsidiaries shall be deemed a Subsidiary Guarantor for purposes of Article 10 of the Indenture, including, without limitation, Section 10.02 thereof.

3.                                      NEW YORK LAW TO GOVERN.  THE INDENTURE, THE NOTES, THIS SUPPLEMENTAL INDENTURE AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4.                                      Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

5.                                      Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

6.                                      The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

7.                                      Ratification of Indenture; Supplemental Indenture Part of Indenture.  Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions

1

thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

[Signature Page Follows]

2

IN WITNESS WHEREOF, we have hereunto signed our names as of the date set forth below.

[SIGNATURE PAGES CONTINUE]

[SIGNATURE PAGES CONTINUE]

SCHEDULE I

SUBSIDIARY GUARANTORS

EQUIPOWER RESOURCES CORP.

DYNEGY RESOURCE II, LLC

DYNEGY RESOURCE III, LLC

DYNEGY RESOURCES HOLDCO I, LLC

DYNEGY RESOURCES HOLDCO II, LLC

DYNEGY RESOURCES GENERATING HOLDCO, LLC

RICHLAND GENERATION EXPANSION LLC

MILFORD POWER COMPANY, LLC

LAKE ROAD HOLDINGS GP, LLC

LAKE ROAD HOLDINGS LP, LLC

LAKE ROAD GENERATING COMPANY, L.P.

RSG POWER, LLC

RICHLAND-STRYKER GENERATION, LLC

DYNEGY RESOURCES MANAGEMENT, LLC

DIGHTON POWER, LLC

MASSPOWER HOLDCO, LLC

MASSPOWER PARTNERS I, LLC

MASSPOWER PARTNERS II, LLC

MASSPOWER

LIBERTY ELECTRIC GENERATION HOLDINGS, LLC

LEP HOLDINGS, LLC

LIBERTY ELECTRIC PA 2, LLC

LIBERTY ELECTRIC POWER, LLC

TOMCAT POWER, LLC

KINCAID HOLDINGS, LLC

KINCAID GENERATION, L.L.C.

KINCAID ENERGY SERVICES COMPANY, LLC

ELWOOD EXPANSION HOLDINGS, LLC

ELWOOD ENERGY HOLDINGS, LLC

ELWOOD SERVICES COMPANY, LLC

ELWOOD ENERGY HOLDINGS II, LLC

BRAYTON POINT HOLDINGS, LLC

ECP II-B (BRAYTON POINT IP) CORP

ECP II-C (BRAYTON POINT IP) CORP

DYNEGY ENERGY SERVICES, LLC

BLUE RIDGE GENERATION LLC

BLACK MOUNTAIN COGEN, INC.

CASCO BAY ENERGY COMPANY, LLC

DYNEGY ADMINISTRATIVE SERVICES COMPANY

DYNEGY COAL HOLDCO, LLC

DYNEGY COAL INVESTMENTS HOLDINGS, LLC

DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.

DYNEGY EQUIPMENT, LLC

DYNEGY GASCO HOLDINGS, LLC

DYNEGY GAS HOLDCO, LLC

DYNEGY GAS IMPORTS, LLC

DYNEGY GAS INVESTMENTS, LLC

DYNEGY GAS INVESTMENTS HOLDINGS, LLC

DYNEGY GLOBAL LIQUIDS, INC.

DYNEGY KENDALL ENERGY, LLC

Schedule I continues on next page

DYNEGY MARKETING AND TRADE, LLC

DYNEGY MIDWEST GENERATION, LLC

DYNEGY MORRO BAY, LLC

DYNEGY MOSS LANDING, LLC

DYNEGY OAKLAND, LLC

DYNEGY OPERATING COMPANY

DYNEGY POWER, LLC

DYNEGY POWER GENERATION INC.

DYNEGY POWER MARKETING, LLC

DYNEGY SOUTH BAY, LLC

HAVANA DOCK ENTERPRISES, LLC

ILLINOVA CORPORATION

ONTELAUNEE POWER OPERATING COMPANY, LLC

SITHE ENERGIES, INC.

SITHE/INDEPENDENCE LLC

Exhibit 4.17

First Registration Rights Agreement Joinder

April 1, 2015

Each of the undersigned hereby agrees as Issuer or Guarantor (each as defined in the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of October 27, 2014, among Dynegy Finance I, Inc., a Delaware corporation, Dynegy Finance II, Inc., a Delaware corporation 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), as applicable, to be bound by the terms and provisions attributable to an Issuer or a Guarantor, as applicable, of the Registration Rights Agreement and to assume and be bound to perform all obligations of an Issuer or a Guarantor, as applicable, thereunder.  By executing and delivering this First Registration Rights Agreement Joinder, each of the undersigned hereby becomes a party to the Registration Rights Agreement as an Issuer or a Guarantor (in each case, as indicated in the signature pages hereto), as applicable, thereunder.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of the date first set forth above.