Exhibit


EXHIBIT 4.2


EXECUTION VERSION


FIFTH SUPPLEMENTAL INDENTURE  
SUBSIDIARY GUARANTEE
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”).
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, among the Company, the Subsidiary Guarantors named therein 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 Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Subsidiary Guarantee”); 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 Subsidiary, 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.  The Guaranteeing Subsidiary hereby becomes 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.  The Guaranteeing Subsidiary hereby agrees 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, the Guaranteeing Subsidiary 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 GUARANTEE 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.

1
	
			
	Americas 90776598
	 
	 








EXHIBIT 4.2


EXECUTION VERSION


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 Subsidiary 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 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
	
			
	Americas 90776598
	 
	 








EXHIBIT 4.2


EXECUTION VERSION


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


Dated:  September 21, 2015    


DYNEGY INC.


By: /s/ Robert C. Flexon        
Name:     Robert C. Flexon
		
	Title:
	President and Chief Executive Officer






SITHE/INDEPENDENCE POWER PARTNERS, L.P.


By: Sithe/Independence LLC, its General Partner


By: /s/ Clint C. Freeland        
Name:    Clint C. Freeland
		
	Title:
	Executive Vice President and Chief Financial Officer






[SIGNATURE PAGES CONTINUE]



[Signature page to the EquiPower Notes Fifth Supplemental Indentures (2022)]
	
			
	Americas 90776598
	 
	 




        


EXHIBIT 4.2


EXECUTION VERSION




SUBSIDIARY GUARANTORS:


DYNEGY ENERGY SERVICES (EAST), LLC


By: /s/ Robert C. Flexon        
Name:     Robert C. Flexon
Title:    Chief Executive Officer


DYNEGY RESOURCE HOLDINGS, LLC
DYNEGY RESOURCE I, LLC
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC 
DYNEGY CONESVILLE, LLC
DYNEGY DICKS CREEK, LLC 
DYNEGY FAYETTE II, LLC 
DYNEGY HANGING ROCK II, LLC
DYNEGY KILLEN, LLC
DYNEGY LEE II, LLC 
DYNEGY MIAMI FORT, LLC 
DYNEGY STUART, LLC 
DYNEGY WASHINGTON II, LLC
DYNEGY ZIMMER, LLC
DYNEGY COAL GENERATION, LLC 
DYNEGY GAS GENERATION, LLC 
DYNEGY GENERATION HOLDCO, LLC


By: /s/ Robert C. Flexon        
Name:    Robert C. Flexon
		
	Title:
	President and Chief Executive Officer




DYNEGY ENERGY SERVICES, LLC


By: /s/ Robert C. Flexon        
Name:     Robert C. Flexon
Title:    Chief Executive Officer




[SIGNATURE PAGES CONTINUE]

[Signature page to the EquiPower Notes Fifth Supplemental Indentures (2022)]
	
			
	Americas 90776598
	 
	 




        


EXHIBIT 4.2


EXECUTION VERSION






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 
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


By: /s/ Robert C. Flexon        
Name:    Robert C. Flexon
Title:    President and Chief Executive Officer




[SIGNATURE PAGES CONTINUE]

[Signature page to the EquiPower Notes Fifth Supplemental Indentures (2022)]
	
			
	Americas 90776598
	 
	 




        


EXHIBIT 4.2


EXECUTION VERSION




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


By: /s/ Robert C. Flexon        
Name:     Robert C. Flexon
		
	Title:
	President and Chief Executive Officer






[SIGNATURE PAGES CONTINUE]

[Signature page to the EquiPower Notes Fifth Supplemental Indentures (2022)]
	
			
	Americas 90776598
	 
	 




        


EXHIBIT 4.2


EXECUTION VERSION




WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee




By: /s/ Boris Treyger        
Name:     Boris Treyger
Title:    Vice President



[Signature page to the EquiPower Notes Fifth Supplemental Indentures (2022)]
	
			
	Americas 90776598