Exhibit


EXHIBIT 4.4


EXECUTION VERSION




FIFTH SUPPLEMENTAL INDENTURE 
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”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (as supplemented, the “Indenture”), dated as of May 20, 2013, among the Company, the Subsidiary Guarantors named therein and the Trustee, providing for the original issuance of an aggregate principal amount of $500,000,000 of 5.875% Senior Notes due 2023 (the “Initial Notes”), and, subject to the terms of the Indenture, future unlimited issuances of 5.875% Senior Notes due 2023 (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.
6.    The Trustee.  The Trustee shall not be responsible or liable 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.

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EXHIBIT 4.4


EXECUTION VERSION




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.
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EXHIBIT 4.4


EXECUTION VERSION




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




DYNEGY INC.




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



[Signature Page to the Fifth Supplemental Indenture (2023 Notes)]
	
			
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EXHIBIT 4.4


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 Fifth Supplemental Indenture (2023 Notes)]
	
			
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EXHIBIT 4.4


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 Fifth Supplemental Indenture (2023 Notes)]
	
			
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EXHIBIT 4.4


EXECUTION VERSION






EQUIPOWER RESOURCES CORP. 
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 RESOURCE II, LLC 
DYNEGY RESOURCE III, LLC 




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




[SIGNATURE PAGES CONTINUE]

[Signature Page to the Fifth Supplemental Indenture (2023 Notes)]
	
			
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EXHIBIT 4.4


EXECUTION VERSION






WILMINGTON TRUST, NATIONAL ASSOCIATION,  
as Trustee




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



[Signature Page to the Fifth Supplemental Indenture (2023 Notes)]
	
			
	Americas 90789423