ex4_1.htm


     Exhibit
4.1

    
      

      

    

    DYNEGY
HOLDINGS INC.

    


    ____________________

    


    FIFTH
SUPPLEMENTAL INDENTURE

    Dated
as of December 1, 2009

    


    ____________________

    


    to
the

    


    


    INDENTURE

    


    


    Originally
dated as of September 26, 1996,

    as
amended and restated

    on
March 23, 1998

    and
March 14, 2001

    


    


    between

    


    


    DYNEGY
HOLDINGS INC.

    


    


    and

    


    WILMINGTON
TRUST COMPANY

    (as
successor to

    JPMorgan
Chase Bank, N.A.,

    successor
to Bank One Trust Company,

    National
Association),

    


    as
Trustee

     

    
      

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Table of
Contents

    


    


    
      	 
      	 
      	
              Page

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              ARTICLE
      I

            
	 
      	 
      	 
      
	
              Definitions

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              ARTICLE
      II

            
	 
      	 
      	 
      
	
              Designation
      and Terms of the Securities

            
	 
      	 
      	 
      
	
              SECTION
      2.01

            	
              Title
      and Aggregate Principal Amount

            	
              4

            
	
              SECTION
      2.02

            	
              Execution
      and Authentication

            	
              4

            
	
              SECTION
      2.03

            	
              Other
      Terms and Form of the 7.5% Securities

            	
              4

            
	
              SECTION
      2.04

            	
              Further
      Issues

            	
              5

            
	
              SECTION
      2.05

            	
              Maturity,
      Interest and Principal

            	
              6

            
	
              SECTION
      2.06

            	
              Place
      and Method of Payment

            	
              6

            
	
              SECTION
      2.07

            	
              Security
      Registrar and Paying Agent

            	
              6

            
	
              SECTION
      2.08

            	
              Optional Redemption

            	
              7

            
	
              SECTION
      2.09

            	
              Redemption
      at the Option of Holder; Sinking Fund

            	
              7

            
	
              SECTION
      2.10

            	
              Depository

            	
              7

            
	
              SECTION
      2.11

            	
              The
      Securities

            	
              7

            
	
              SECTION
      2.12

            	
              Defeasance
      and Covenant Defeasance

            	
              8

            
	
              SECTION
      2.13

            	
              Additional
      Event of Default

            	
              8

            
	
              SECTION
      2.14

            	
              Applicability

            	
              8

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              ARTICLE
      III

            
	 
      	 
      	 
      
	
              Additional
      Covenants

            
	 
      	 
      	 
      
	
              SECTION
      3.01

            	
              Rule
      144A Information

            	
              8

            
	
              SECTION
      3.02

            	
              Applicability

            	
              8

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              ARTICLE
      IV

            
	 
      	 
      	 
      
	
              Transfer
      and Exchange

            
	 
      	 
      	 
      
	
              SECTION
      4.01

            	
              Transfer
      and Exchange of Definitive Securities

            	
              9

            
	
              SECTION
      4.02

            	
              Restrictions
      on Transfer of a Definitive Security for a Beneficial Interest in a Global
      Security

            	
              9

            


    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

     

    
      	
              SECTION
      4.03

            	
              Transfer
      and Exchange of a Global Security

            	
              10

            
	
              SECTION
      4.04

            	
              Legend

            	
              11

            
	
              SECTION
      4.05

            	
              Cancellation
      or Adjustment of Global Security

            	
              13

            
	
              SECTION
      4.06

            	
              No
      Obligation of the Trustee

            	
              13

            
	
              SECTION
      4.07

            	
              Definitive
      Securities

            	
              13

            
	
              SECTION
      4.08

            	
              Obligation
      with Respect to Transfers and Exchanges of 7.5% Securities

            	
              14

            
	
              SECTION
      4.09

            	
              Applicability

            	
              14

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              ARTICLE
      V

            
	 
      	 
      	 
      
	
              Miscellaneous

            
	 
      	 
      	 
      
	
              SECTION
      5.01

            	
              Ratification
      of Original Indenture; Fifth Supplemental Indenture Part of Original
      Indenture

            	
              14

            
	
              SECTION
      5.02

            	
              Concerning
      the Trustee

            	
              14

            
	
              SECTION
      5.03

            	
              Counterparts

            	
              15

            
	
              SECTION
      5.04

            	
              Governing
      Law

            	
              15

            
	
              SECTION
      5.05

            	
              Effect
      of Headings and Table of Contents

            	
              15

            
	
              SECTION
      5.06

            	
              Benefits
      under Fifth Supplemental Indenture, etc

            	
              15

            


    

    


    


    
      	
              Exhibit
      A

            	
              Form
      of Security

            


    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    FIFTH
SUPPLEMENTAL INDENTURE, dated as of December 1, 2009 (this “Fifth Supplemental
Indenture”), to the indenture dated September 26, 1996, as amended and
restated as of March 23, 1998, as amended and restated as of March 14, 2001 (the
“Amended and Restated
Indenture”), as supplemented by a first supplemental indenture dated as
of July 25, 2003 (the “First
Supplemental Indenture”), as supplemented by a second supplemental
indenture dated as of April 12, 2006 (the “Second Supplemental
Indenture”), as supplemented by a Third Supplemental Indenture dated as
of May 24, 2007 (the “Third
Supplemental Indenture”), and as supplemented by a Fourth Supplemental
Indenture dated as of May 24, 2007 (the “Fourth Supplemental Indenture”
and, together with the Amended and Restated Indenture, the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture
and the Fourth Supplemental Indenture, the “Original Indenture”) between
Dynegy Holdings Inc., a Delaware corporation (the “Company”), and Wilmington
Trust Company (as successor to JP Morgan Chase Bank, N.A., successor to Bank One
Trust Company, National Association, the “Trustee”).

    


    WHEREAS,
the Company and the Trustee have heretofore executed and delivered the Original
Indenture to provide for the issuance from time to time of Securities (as
defined in the Original Indenture) of the Company, to be issued in one or more
series;

    


    WHEREAS,
Sections 3.01 and 9.01(2) and (7) of the Original Indenture provide that the
Company and the Trustee may, without the consent of any Holders (as defined in
the Original Indenture) of Securities or coupons, enter into indentures
supplemental to the Original Indenture for the purpose of establishing the
designation, form, terms and conditions of Securities of any series permitted by
Sections 3.01 and 9.01(2) and (7) of the Original Indenture and adding to the
covenants of the Company for the benefit of such series;

    


    WHEREAS,
the Company (i) desires the issuance of a series of Securities to be designated
as hereinafter provided and (ii) has requested the Trustee to enter into this
Fifth Supplemental Indenture for the purpose of establishing the designation,
form, terms and conditions of the Securities of such series and adding to the
covenants of the Company for the benefit of such series;

    


    WHEREAS,
the Company has duly authorized the creation of the 7.5% Initial Securities and
the 7.5% Exchange Securities (each as defined below) of the tenor and amount
hereinafter set forth; and

    


    NOW,
THEREFORE, for and in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration the
receipt of which is hereby acknowledged, the parties hereto agree as
follows:

    


    ARTICLE
I

    


    Definitions

    


    (a)    
       Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings ascribed thereto in
the Original Indenture.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    (b)     
      The rules of interpretation set forth in the
Original Indenture shall be applied hereto as if set forth in full
herein.

    


    (c)            For
all purposes of this Fifth Supplemental Indenture, except as otherwise expressly
provided or unless the context otherwise requires, the following terms shall
have the following respective meanings (such meanings shall apply equally to
both the singular and plural forms of the respective terms):

    


    “7.5% Additional Securities”
means, subject to Section 2.04 of this
Fifth Supplemental Indenture, if and when issued, 7.5% Senior Unsecured Notes
Due 2015 issued from time to time after December 1, 2009 under the terms of the
Indenture (as defined below) (other than 7.5% Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other 7.5% Securities pursuant to Sections 3.04, 9.06 or 11.07 (or similar
provisions) of the Indenture and other than 7.5% Exchange Securities issued in
exchange for 7.5% Original Initial Securities).

    


    “7.5%  Exchange
Securities” means (i) the 7.5% Senior Unsecured Notes Due 2015 issued
pursuant to the Indenture in connection with a Registered Exchange Offer
pursuant to a Registration Rights Agreement (as defined below) and (ii) 7.5%
Additional Securities, if any, issued pursuant to a registration statement filed
under the Securities Act.

    


    “7.5% Initial Securities” means
(i) the 7.5% Original Initial Securities and (ii) 7.5% Additional Securities, if
any, issued in a transaction exempt from the registration requirements of the
Securities Act.

    


    “7.5% Original Initial
Securities” means the $235.0 million aggregate principal amount of 7.5%
Senior Unsecured Notes Due 2015 issued on December 1, 2009.

    


    “7.5% Securities” means the
7.5% Initial Securities and the 7.5% Exchange Securities, treated as a single
class.

     

    “Corporate Trust Office” means
the principal office of the Trustee at which at any particular time its
corporate trust business shall be administered.

    


    “Definitive Security” means a
7.5% Initial Security or 7.5% Exchange Security issued in the form of a
certificated Registered Security, bearing, if required, the appropriate
restricted securities legend set forth in Section 4.04 of this
Fifth Supplemental Indenture.

    


    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

    


    “Indenture” means the Original
Indenture as supplemented by this Fifth Supplemental Indenture.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Participant” means, with
respect to the Depository, Euroclear or Clearstream, a Person who has an account
with the Depository, Euroclear or Clearstream, respectively (and, with respect
to DTC (as defined below), shall include Euroclear or Clearstream) as indirect
participants.

    


    “Purchase Agreement” means (i)
with respect to the 7.5% Original Initial Securities, the Purchase Agreement,
dated as of August 9, 2009, between the Company and Adio Bond, LLC, and (ii)
with respect to each issuance of 7.5% Additional Securities, the purchase
agreement or underwriting agreement among the Company and the Persons purchasing
or underwriting such 7.5% Additional Securities.

    


    “Purchaser” (i) with respect to
the 7.5% Original Initial Securities, Adio Bond, LLC and (ii) with respect to
any other 7.5% Initial Securities, the Persons purchasing or underwriting such
7.5% Initial Securities under the related Purchase Agreement.

    


    “QIB” means any “qualified
institutional buyer” as defined in Rule 144A.

    


    “Registered Exchange Offer”
means the offer by the Company, pursuant to a Registration Rights Agreement, to
certain Holders of 7.5% Initial Securities, to issue and deliver to such
Holders, in exchange for the 7.5% Initial Securities, a like aggregate principal
amount of 7.5% Exchange Securities registered under the Securities
Act.

    


    “Registration Rights Agreement”
means (i) with respect to the 7.5% Original Initial Securities, the Registration
Rights Agreement, dated as of December 1, 2009, between the Company and the
Purchaser and (ii) with respect to each issuance of 7.5% Additional Securities
issued in a transaction exempt from the registration requirements of the
Securities Act, the registration rights agreement, if any, among the Company and
the Persons purchasing such 7.5% Additional Securities under the related
Purchase Agreement, in each case as such agreement may be amended, modified or
supplemented from time to time.

    


    “Rule 144” means Rule 144 under
the Securities Act.

    


    “Securities Act” means the
Securities Act of 1933, as amended.

    


    “Securities Custodian” means
the custodian with respect to a Global Security (as appointed by the
Depository), or any successor Person thereto and shall initially be the
Trustee.

    


    “Shelf Registration Statement”
means the registration statement filed under the Securities Act by the Company
in connection with the offer and sale of 7.5% Initial Securities pursuant to a
Registration Rights Agreement.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Transfer Restricted
Securities” means 7.5% Securities that bear or are required to bear the
legend relating to restrictions on transfer relating to the Securities Act set
forth in Section
4.04 of this Fifth
Supplemental Indenture.

    


    Other
Definitions

    


    
      	
              Term

            	
              Defined in Section

            
	
              “Agent
      Members”

            	
              2.11(b)

            
	
              “DTC”

            	
              2.09

            
	
              “Global
      Security”

            	
              2.11(a)

            
	
              “Interest Payment
      Date”

            	
              2.05

            
	
              “OID”

            	
              4.04(a)(iv)

            
	
              “OID
    Legend”

            	
              4.04(a)(iv)

            
	
              “Regular
      Record Date”

            	
              2.05

            
	
              “Rule
    144A”

            	
              2.11(a)

            


    

    


    ARTICLE
II

    


    Designation and Terms of the
Securities

    


    SECTION
2.01        Title and Aggregate
Principal Amount.  There
is hereby created one series of securities designated as “7.5% Senior Unsecured
Notes Due 2015”.

    


    SECTION
2.02        Execution and
Authentication.  (a)
The 7.5% Initial Securities may forthwith be executed by the Company and
delivered to the Trustee for authentication and delivery by the Trustee in
accordance with the provisions of Section 3.03 of the Original
Indenture.  An aggregate of $235.0 million of 7.5% Securities shall
initially be issued and authenticated in the form of Book-Entry Securities (as
more fully set forth in Section 2.11 of this
Fifth Supplemental Indenture) as the 7.5% Original Initial
Securities.

    


    (b)      
     At any time and from time to time after the
issuance of the 7.5% Original Initial Securities, the Trustee shall authenticate
and deliver (i) any 7.5% Additional Securities for original issue in an
aggregate principal amount determined at the time of issuance and specified in a
Company Order; and (ii) 7.5% Exchange Securities for issue only in a Registered
Exchange Offer, pursuant to a Registration Rights Agreement, for a like
principal amount of 7.5% Initial Securities, in each case upon a Company
Order.  Such Company Order shall specify the amount of the 7.5%
Securities to be authenticated, the date on which the original issue of such
7.5% Securities is to be authenticated and whether the 7.5% Securities are to be
7.5% Additional Securities or 7.5% Exchange Securities.

    


    SECTION
2.03        Other Terms and Form of the
7.5% Securities.  The
7.5% Securities shall have and be subject to such other terms as provided in the
Original Indenture and this Fifth Supplemental Indenture.  The 7.5%
Securities and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto, which is hereby incorporated in
and expressly made a part of this Fifth Supplemental Indenture.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    SECTION
2.04        Further
Issues.  (a)  The
aggregate principal amount of 7.5% Securities that may be issued is
unlimited.  The Company may, and shall be entitled to, from time to
time, without notice to or the consent of the Holders of the 7.5% Securities,
increase the principal amount of the 7.5% Securities and issue such increased
principal amount (or any portion thereof) as 7.5% Additional Securities under
the Indenture, in which case any 7.5% Additional Securities so issued will have
the same form and terms (other than the date of issuance, issue price, and,
under certain circumstances, the date from which interest thereon will begin to
accrue, first interest payment date and legends, if any, thereon) as the 7.5%
Securities previously issued.

    


    (b)        
   With respect to any 7.5% Additional Securities, there shall be
(i) established in or pursuant to a Board Resolution and (ii) (A) set forth or
determined in the manner provided in an Officers’ Certificate or (B) established
in one or more indentures supplemental to the Indenture, prior to the issuance
of such 7.5% Additional Securities:

    


    (1)     
      the aggregate principal amount of such 7.5%
Additional Securities to be authenticated and delivered pursuant to the
Indenture;

    


    (2)        
   the issue price and the issue date of such 7.5% Additional
Securities, including the date from which interest shall accrue and the first
interest payment date therefor;

    


    (3)      
     if applicable, that such 7.5% Additional
Securities shall be issuable in whole or in part in the form of a Global
Security and, in such case, the depositary for such Global Security, the form of
any legend or legends which shall be borne by such Global Security in addition
to or in lieu of those set forth in Exhibit A hereto and any circumstances in
addition to or in lieu of those set forth in Exhibit A in which any such Global
Security may be exchanged in whole or in part for 7.5% Additional Securities
registered, or any transfer of such Global Security in whole or in part may be
registered, in the name or names of Persons other than the depositary for such
Global Security or a nominee thereof; and

    


    (4)        
   whether such 7.5% Additional Securities shall be Transfer
Restricted Securities.

    


    (c)        
   If any of the terms of any 7.5% Additional Securities are
established by action taken pursuant to a Board Resolution, a copy thereof shall
be delivered to the Trustee at or prior to the delivery of the Officers’
Certificate or the indenture supplemental to the Indenture setting forth the
terms of the 7.5% Additional Securities.

    


    (d)      
     The 7.5% Initial Securities and the 7.5% Exchange
Securities shall be considered collectively as a single class for all purposes
of the Indenture.  Holders of the 7.5% Initial Securities and the 7.5%
Exchange Securities will vote and consent together on all matters to which such
Holders are entitled to vote or consent as one class, and none of the Holders of
the 7.5% Initial Securities or the 7.5% Exchange Securities shall have the right
to vote or consent as a separate class on any matter to which such Holders are
entitled to vote or consent.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (e)     
      For the avoidance of doubt, for all purposes
of the Indenture, the 7.5% Securities issued pursuant to this Fifth Supplemental
Indenture is a separate class and series of Securities from the 7.5% Securities
issued pursuant to the Third Supplemental Indenture.

    


    SECTION
2.05        Maturity, Interest and
Principal.  The
7.5% Securities will mature on June 1, 2015 and will bear interest at the rate
of 7.5% per annum.  The Company will pay interest on the 7.5%
Securities semi-annually in arrears on each June 1 and December 1 (each, an
“Interest Payment
Date”), beginning on June 1, 2010 (except, in the case of 7.5%
Additional Securities, as otherwise specified in the Company Order delivered
pursuant to Section
2.04 of this Fifth Supplemental Indenture in respect thereof), to the
Holders of record on the immediately preceding May 15 or November
15 (whether or not a Business Day), respectively (each, a “Regular Record
Date”).  Interest on the 7.5% Securities shall accrue (except,
in the case of 7.5% Additional Securities, as otherwise specified in the Company
Order delivered pursuant to Section 2.04 of this
Fifth Supplemental Indenture in respect thereof) from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance.  Interest on the 7.5% Securities shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.  Payments
of the principal of and interest on the 7.5% Securities shall be made in
Dollars, and the 7.5% Securities shall be denominated in Dollars and in
denominations of $2,000 and any integral multiple of $1,000 above that amount or
no Dollars.

    


    SECTION
2.06        Place and Method of
Payment.  The
Place of Payment where the 7.5% Securities may be presented or surrendered for
payment and where the principal of and interest and any other payments due on
the 7.5% Securities are payable, and the place where the 7.5% Securities may be
surrendered for registration of transfer or exchange and where notices and
demands to and upon the Company in respect of the 7.5% Securities and the
Indenture may be served shall initially be the Corporate Trust Office of the
Trustee, and, from and after such time, at such other office or agency of the
Company as may be designated by it for such purpose.  All payments on
7.5% Securities issued in the form of a Global Security shall be made by wire
transfer of immediately available funds to the Depository.  At the
option of the Company, payment of interest on any Registered Security other than
a Global Security may be made by check mailed on or before the due date to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

    


    SECTION
2.07        Security Registrar and
Paying Agent.  The
Company initially appoints the Trustee to act as the Security Registrar and the
Paying Agent.

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    SECTION
2.08        Optional
Redemption.  The
7.5% Securities shall not be redeemable at the option of the Company prior to
maturity; provided, however, that the Company may, from time to time, purchase
7.5% Securities in the open market or otherwise from time to time.

    


    SECTION
2.09        Redemption at the Option of
Holder; Sinking Fund.  The
7.5% Securities shall not be redeemable at the option of any Holder
thereof.  The 7.5% Securities shall not have the benefit of any
sinking fund.

    


    SECTION
2.10        Depository.  The
Company initially appoints The Depository Trust Company (“DTC”) to act as Depository
with respect to the Global Securities.

    


    SECTION
2.11        The
Securities

    


    (a)      
     Form and Dating.  The 7.5% Initial
Securities will be offered and sold by the Company pursuant to one or more
Purchase Agreements.  The 7.5% Initial Securities will be resold
initially only to QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”).  7.5%
Initial Securities may thereafter be transferred to, among others, QIBs, subject
to the restrictions on transfer set forth herein.  7.5% Initial
Securities initially resold pursuant to Rule 144A shall be issued initially in
the form of one or more permanent global Securities in the form of Book-Entry
Securities (collectively, the “Global Security”), without
interest coupons and with the global securities legend and the applicable
restricted securities legend set forth in Exhibit A hereto, which shall be
deposited on behalf of the purchasers of the 7.5% Initial Securities represented
thereby with the Securities Custodian and registered in the name of the
Depository or a nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as provided in the Indenture.  The
aggregate principal amount of the Global Security may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depository or its nominee as hereinafter provided.

    


    (b)       
    Book-Entry
Provisions.  This Section 2.11(b) shall
apply only to a Global Security deposited with or on behalf of the
Depository.

    


    The
Company shall execute and the Trustee shall, in accordance with this Section 2.11(b),
authenticate and deliver initially a Global Security that (i) shall be
registered in the name of the Depository for such Global Security or the nominee
of such Depository and (ii) shall be delivered by the Trustee to such Depository
or pursuant to such Depository’s instructions or held by the Trustee as
custodian for the Depository.

    


    Members
of, or Participants in, the Depository (“Agent Members”) shall have no
rights under the Indenture with respect to a Global Security held on their
behalf by the Depository or by the Trustee as the custodian of the Depository or
under such Global Security, and the Company, the Trustee and any agent of the
Company or the Trustee shall be entitled to treat the Depository as the absolute
owner of such Global Security for all purposes
whatsoever.  Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depository or impair, as between the Depository and its Agent
Members, the operation of customary practices of such Depository governing the
exercise of the rights of a holder of a beneficial interest in any Global
Security.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (c)      
     Definitive
Securities.  Except as provided in this Section 2.11 or Article IV, owners of
beneficial interests in a Global Security shall not be entitled to receive
physical delivery of Definitive Securities.

    


    SECTION
2.12        Defeasance and Covenant
Defeasance.  For
the avoidance of doubt, Article Thirteen of the Original Indenture shall be
applicable to the 7.5% Securities.

    


    SECTION
2.13        Additional Event of
Default.  In
addition to the Events of Default described in Section 5.01 of the Original
Indenture, the acceleration of the maturity of any indebtedness for borrowed
money of the Company or any Subsidiary (other than the 7.5% Securities) having
an aggregate principal amount outstanding in excess of an amount equal to 5% of
the Company’s Net Tangible Assets (if such acceleration is not rescinded or
annulled, or such indebtedness shall not have been discharged, within 15 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the outstanding 7.5% Securities a written notice specifying
such default or breach and requiring it to be remedied and stating that such
notice is a Notice of Default), shall also constitute an Event of Default with
respect of the 7.5% Securities.

    


    SECTION
2.14        Applicability.  The
provisions of this Article II shall
apply only to the 7.5% Securities.

    


    ARTICLE
III

    


    Additional
Covenants

    


    SECTION
3.01           Rule
144A Information.  (a)  Notwithstanding
that the Company may not be subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, the Company shall file with the Commission and
provide the Trustee and Holders with such annual reports and such information,
documents and other reports as are specified in Sections 13 and 15(d) of the
Exchange Act and applicable to a registrant that is a U.S. corporation subject
to such Sections, such information, documents and reports to be so filed and
provided at the times specified for the filing of such information, documents
and reports under such Sections and post such information, documents and other
reports on the Company’s website.

    


    (b)       
    The Company shall furnish to Holders of the 7.5%
Securities and to prospective investors, upon request, any information required
to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as
the 7.5% Securities are not freely transferable under the Securities
Act.

    


    SECTION
3.02        Applicability.  The
covenants set forth in Section 3.01 are
being added to the Original Indenture and included herein solely for the benefit
of the Holders of the 7.5% Securities.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    ARTICLE
IV

    


    Transfer and
Exchange

    


    SECTION
4.01        Transfer and Exchange of
Definitive Securities.  When
Definitive Securities are presented to the Security Registrar with a
request:

    


    (a)    
       to register the transfer of such
Definitive Securities; or

    


    (b)     
      to exchange such Definitive Securities for
an equal principal amount of Definitive Securities of other authorized
denominations,

    


    the
Security Registrar shall register the transfer or make the exchange as requested
if its reasonable requirements for such transaction are met; provided, however,
that the Definitive Securities surrendered for transfer or
exchange:

    


    (i)  
          shall be duly
endorsed or accompanied by a written instrument of transfer in form reasonably
satisfactory to the Company and the Security Registrar, duly executed by the
Holder thereof or its attorney duly authorized in writing; and

    


    (ii)  
         if such Definitive
Securities are required to bear a restricted securities legend, are being
transferred or exchanged pursuant to an effective registration statement under
the Securities Act, pursuant to Section 4.02 of this
Fifth Supplemental Indenture or pursuant to clause (A), (B) or (C) below, and
are accompanied by the following additional information and documents, as
applicable:

    


    (A)           if
such Definitive Securities are being delivered to the Security Registrar by a
Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect; or

    


    (B)  
         if such Definitive
Securities are being transferred to the Company, a certification to that effect;
or

    


    (C)   
        if such Definitive Securities
are being transferred (x) pursuant to an exemption from registration in
accordance with Rule 144A or Rule 144 under the Securities Act; or (y) in
reliance upon another exemption from the requirements of the Securities
Act:  (1) a certification to that effect (in the form set forth on the
reverse of the 7.5% Security) and (2) if the Company so requests, an opinion of
counsel or other evidence reasonably satisfactory to it as to the compliance
with the restrictions set forth in the legend set forth in Section 4.04(a) of
this Fifth Supplemental Indenture.

    


    SECTION
4.02        Restrictions on Transfer of
a Definitive Security for a Beneficial Interest in a Global
Security.  A
Definitive Security may not be exchanged for a beneficial interest in a Global
Security except upon satisfaction of the requirements set forth
below.  Upon receipt by the Trustee of a Definitive Security, duly
endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Trustee, together with:


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (a)     
      certification, in the form set forth on the
reverse of the 7.5% Security, that such Definitive Security is being transferred
to a QIB in accordance with Rule 144A; and

    


    (b)      
     written instructions directing the Trustee to
make, or to direct the Securities Custodian to make, an adjustment on its books
and records with respect to such Global Security to reflect an increase in the
aggregate principal amount of the 7.5% Securities represented by the Global
Security, such instructions to contain information regarding the Depository
account to be credited with such increase,

    


    then the
Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depository and the Securities Custodian, the
aggregate principal amount of 7.5% Securities represented by the Global Security
to be increased by the aggregate principal amount of the Definitive Security to
be exchanged and shall credit or cause to be credited to the account of the
Person specified in such instructions a beneficial interest in the Global
Security equal to the principal amount of the Definitive Security so
canceled.  If no Global Security is then outstanding, the Company
shall issue and the Trustee shall authenticate, upon written order of the
Company in the form of an Officers’ Certificate of the Company, a new Global
Security in the appropriate principal amount.

    


    SECTION
4.03        Transfer and Exchange of a
Global Security.  (a)  The
transfer and exchange of a Global Security or beneficial interests therein shall
be effected through the Depository, in accordance with the Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures
of the Depository therefor.  A transferor of a beneficial interest in
a Global Security shall deliver to the Security Registrar a written order given
in accordance with the Depository’s procedures containing information regarding
the Participant account of the Depository to be credited with a beneficial
interest in the Global Security.  The Security Registrar shall, in
accordance with such instructions, instruct the Depository to credit to the
account of the Person specified in such instructions a beneficial interest in
the Global Security and to debit the account of the Person making the transfer
the beneficial interest in the Global Security being transferred.

    


    (b)       
    If the proposed transfer is a transfer of a beneficial
interest in one Global Security to a beneficial interest in another Global
Security, the Security Registrar shall reflect on its books and records the date
and an increase in the principal amount of the Global Security to which such
interest is being transferred in an amount equal to the principal amount of the
interest to be so transferred, and the Security Registrar shall reflect on its
books and records the date and a corresponding decrease in the principal amount
of the Global Security from which such interest is being
transferred.

    


    (c)         
  Notwithstanding any other provisions of the Indenture (other than
the provisions set forth in Section 4.07 of this
Fifth Supplemental Indenture), a Global Security may not be transferred as a
whole except by the Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (d)       
    In the event that a Global Security is exchanged for
Definitive Securities pursuant to Section 4.07 of this
Fifth Supplemental Indenture, prior to the consummation of a Registered Exchange
Offer or the effectiveness of a Shelf Registration Statement with respect to
such 7.5% Securities, such 7.5% Securities may be exchanged only in accordance
with such procedures as are substantially consistent with the provisions of this
Section 4.03
(including the certification requirements set forth on the reverse of the 7.5%
Initial Securities intended to ensure that such transfers comply with Rule 144A
or another applicable exemption under the Securities Act, as the case may be)
and such other procedures as may from time to time be adopted by the
Company.

    


    SECTION
4.04        Legend

    


    (a)       
    Except as permitted by the following paragraphs (b), (c)
and (d), each 7.5% Security certificate evidencing the Global Security (and all
7.5% Securities issued in exchange therefor or in substitution
thereof):

    


    (i)  
          shall bear a legend
in substantially the following form:

    


    THIS NOTE
(OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE
SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

    


    THE
HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY
BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY,
(II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE; and


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (ii)       
    each Definitive Security shall also bear the following
additional legend:

    


    IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER
AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.

    


    (iii)           each
Security shall also bear the following additional legend (the “OID Legend”):

    


    THESE
NOTES HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND
YIELD TO MATURITY OF THESE NOTES MAY BE OBTAINED BY WRITING TO THE CHIEF
FINANCIAL OFFICER AT DYNEGY HOLDINGS INC., 1000 LOUISIANA, SUITE 5800, HOUSTON,
TEXAS 77002.

    


    (b)           
Upon any sale or transfer of a Transfer Restricted Security (including any
Transfer Restricted Security represented by a Global Security) pursuant to Rule
144 under the Securities Act, the Security Registrar shall permit the transferee
thereof to exchange such Transfer Restricted Security for a certificated 7.5%
Security that does not bear the legends set forth in clauses (i)-(ii) above and
rescind any restriction on the transfer of such Transfer Restricted Security, if
the transferor thereof certifies in writing to the Security Registrar that such
sale or transfer was made in reliance on Rule 144 (such certification to be in
the form set forth on the reverse of the 7.5% Security).

    


    (c)           
After a transfer of any 7.5% Initial Securities pursuant to and during the
period of the effectiveness of a Shelf Registration Statement with respect to
such 7.5% Initial Securities, all requirements pertaining to legends on such
7.5% Initial Security will cease to apply, the requirements requiring any such
7.5% Initial Security issued to certain Holders be issued in global form will
cease to apply, and a certificated 7.5% Initial Security or an 7.5% Initial
Security in global form, in each case without restrictive transfer legends, will
be available to the transferee of the Holder of such 7.5% Initial Securities
upon exchange of such transferring Holder’s certificated 7.5% Initial Security
or directions to transfer such Holder’s interest in the Global Security, as
applicable.

    


    (d)           
Upon the consummation of a Registered Exchange Offer with respect to the 7.5%
Initial Securities, all requirements pertaining to such 7.5% Initial Securities
that 7.5% Initial Securities issued to certain Holders be issued in global form
will still apply with respect to Holders of such 7.5% Initial Securities that do
not exchange their 7.5% Initial Securities, and 7.5% Exchange Securities in
certificated or global form, in each case, without the restricted securities
legends set forth in Exhibit A hereto, will be available to Holders that
exchange such 7.5% Initial Securities in such Registered Exchange
Offer.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    SECTION
4.05        Cancellation or Adjustment
of Global Security.  At
such time as all beneficial interests in a Global Security have either been
exchanged for Definitive Securities, purchased or canceled, such Global Security
shall be returned to the Depository for cancellation or retained and canceled by
the Trustee.  At any time prior to such cancellation, if any
beneficial interest in a Global Security is exchanged for certificated 7.5%
Securities, purchased or canceled, the principal amount of 7.5% Securities
represented by such Global Security shall be reduced and an adjustment shall be
made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by the
Trustee or the Securities Custodian, to reflect such reduction.

    


    SECTION
4.06        No Obligation of the
Trustee.  (a)  The
Trustee shall have no responsibility or obligation to any beneficial owner of a
Global Security, a member of, or a Participant in the Depository or other Person
with respect to the accuracy of the records of the Depository or its nominee or
of any Participant or member thereof, with respect to any ownership interest in
the 7.5% Securities or with respect to the delivery to any Participant, member,
beneficial owner or other Person (other than the Depository) of any notice
(including any notice of redemption) or the payment of any amount, under or with
respect to such 7.5% Securities.  All notices and communications to be
given to the Holders and all payments to be made to Holders under the 7.5%
Securities shall be given or made only to or upon the order of the registered
Holders (which shall be the Depository or its nominee in the case of a Global
Security).  The rights of beneficial owners in any Global Security
shall be exercised only through the Depository subject to the applicable rules
and procedures of the Depository.  The Trustee may rely and shall be
fully protected in relying upon information furnished by the Depository with
respect to its members, Participants and any beneficial owners.

    


    (b)           The
Trustee shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under the Indenture or
under applicable law with respect to any transfer of any interest in any 7.5%
Security (including any transfers between or among Participants of the
Depository, members or beneficial owners in a Global Security) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of the Indenture, and to examine the same to determine substantial compliance as
to form with the express requirements hereof.

    


    SECTION
4.07        Definitive
Securities.  (a)  A
Global Security is exchangeable for Definitive Securities only if (i) the
Depository notifies the Company that it is unwilling or unable to continue as
Depository for such Global Security or if at any time such Depository ceases to
be a clearing agency registered under the Exchange Act, (ii) the Company
executes and delivers to the Trustee a Company Order that such Global Security
shall be so exchangeable and the transfer thereof so registrable or (iii) there
shall have occurred and be continuing an “Event of Default” with respect to the
7.5% Securities.

    


    (b)           A
Global Security that is exchangeable for Definitive Securities pursuant to Section 4.07(a) above
will be exchanged for Definitive Securities in authorized denominations and
registered in such names as DTC or any successor depositary holding such Global
Security may direct. Subject to the foregoing, a Global Security is not
exchangeable, except for a Global Security of like denomination to be registered
in the name of DTC or any successor depositary or its nominee. In the event that
a Global Security becomes exchangeable for Definitive Securities, (i) Definitive
Securities will be issued only in fully registered form in denominations of
$2,000 and any integral multiple of $1,000 above that amount; (ii) payment of
principal of, and premium, if any, and interest on, the Definitive Securities
will be payable, and the transfer of the Definitive Securities will be
registerable, at the office or agency of the Company maintained for such
purposes; and (iii) no service charge will be made for any registration of
transfer or exchange of the Definitive Securities, although the Company may
require payment of a sum sufficient to cover any tax or governmental charge
imposed in connection therewith.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    SECTION
4.08        Obligation with Respect to
Transfers and Exchanges of 7.5% Securities.  To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Definitive Securities and Global Securities at
the Security Registrar’s or co-registrar’s request.

    


    SECTION
4.09        Applicability.  The
provisions of this Article IV shall
apply only to the 7.5% Securities.

    


    ARTICLE
V

    


    Miscellaneous

    


    SECTION
5.01        Ratification of Original
Indenture; Fifth Supplemental Indenture Part of Original
Indenture.  Except
as expressly amended hereby, the Original Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect.  This Fifth Supplemental Indenture shall
form a part of the Original Indenture for all purposes, and every Holder of 7.5%
Securities shall be bound hereby.

    


    For the
avoidance of doubt, and notwithstanding anything in the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture
or the Fourth Supplemental Indenture to the contrary, each of Sections 7.04,
10.05, 10.06 and 10.07 and those terms and their respective meanings assigned
thereto that are referred to solely in such Sections, in each case as set forth
in the Original Indenture as in effect immediately prior to the “Acceptance”
referred to in the First Supplemental Indenture, shall be covenants of the
Company in the Original Indenture solely for the benefit of Holders of 7.5%
Securities and each other series of Securities otherwise benefited thereby
immediately after such “Acceptance” so referred to, and shall for all purposes
be deemed provisions of the Original Indenture with respect to the 7.5%
Securities.

    


    SECTION
5.02        Concerning
the Trustee.  The
recitals contained herein and in the 7.5% Securities, except with respect to the
Trustee’s certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for the correctness of
the same.  The Trustee makes no representations as to the validity or
sufficiency of this Fifth Supplemental Indenture or of the 7.5%
Securities.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    SECTION
5.03        Counterparts.  This
Fifth Supplemental Indenture may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.

    


    SECTION
5.04        Governing
Law.  THIS
FIFTH SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS.

    


    SECTION
5.05        Effect of Headings and Table
of Contents.  The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

    


    SECTION
5.06        Benefits under Fifth
Supplemental Indenture, etc.  Nothing
in this Fifth Supplemental Indenture or the 7.5% Securities, express or implied,
shall give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder and the Holders of the 7.5% Securities, any
benefit of any legal or equitable right, remedy or claim under the Original
Indenture, this Fifth Supplemental Indenture or the 7.5%
Securities.

    


    [Remainder
of page intentionally left blank]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have caused this Fifth Supplemental Indenture to be
duly executed by their respective officers thereunto duly authorized as of the
date first above written.

    


    


    
      	 
      	
              DYNEGY
      HOLDINGS INC.

            	 
	 
      	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Carolyn
      J. Stone

            	 
	 
      	 
      	
              Name:

            	
              Carolyn
      J. Stone

            	 
	 
      	 
      	
              Title:

            	
              Senior
      Vice President and Treasurer

            	 


    

     

     

     

     

    
      [Signature
Page to Fifth Supplemental Indenture]


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	 
      	
              WILMINGTON
      TRUST COMPANY,

            	 
	 
      	
              as
      Trustee

            	 
	 
      	 
      	 
      	 
      	 
	 
      	
              By:

            	
              /s/
      Michael G. Oller, Jr.

            	 
	 
      	 
      	
              Name:

            	
              Michael
      G. Oller, Jr.

            	 
	 
      	 
      	
              Title:

            	
              Assistant
      Vice President

            	 


    

     

     

    
       

       

      [Signature
Page to Fifth Supplemental Indenture]


    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    


    [Face of
7.5% Security]

    


    DYNEGY
HOLDINGS INC.

    


    7.5%
Senior Unsecured Notes Due 2015

    


    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

    


    TRANSFERS
OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.

    


    THIS
SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC (OR A NOMINEE OF
DTC).  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A
TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE
OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN SUCH
LIMITED CIRCUMSTANCES.

    


    [Restricted
Securities Legend for 7.5% Securities]

    


    [THIS
NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES
ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE
SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

    


    THE
HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY
BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY,
(II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
IN (A) ABOVE.]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    [Definitive
Securities Legend]

    


    IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER
AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.

    


    [OID
Legend]

    


    THESE
NOTES HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES
FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND
YIELD TO MATURITY OF THESE NOTES MAY BE OBTAINED BY WRITING TO THE CHIEF
FINANCIAL OFFICER AT DYNEGY HOLDINGS INC., 1000 LOUISIANA, SUITE 5800, HOUSTON,
TEXAS 77002.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    DYNEGY
HOLDINGS INC.

    


    7.5%
Senior Unsecured Notes Due 2015

    


    
      	
              No.
      __________

            	
              CUSIP:  26816L
      BA9

            


    

    


    


    Dynegy
Holdings Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company”, which term includes
any successor Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to _________ or registered assigns, the
principal sum of _____________________ DOLLARS ($____________) on June 1, 2015
and to pay interest thereon from December 1, 2009 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on June 1 and December 1 in each year,
commencing June 1, 2010, at the rate of 7.5% per annum, until the principal
hereof is paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the May 15 or
November 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Except as otherwise provided in the Indenture, any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
All payments of the principal of and interest on Securities of this series
issued in the form of a Global Security shall be made by wire transfer of
immediately available funds to the Depository.  All payments of the
principal of and interest on Securities of this series issued in the form of
Definitive Securities will initially be made at the Corporate Trust Office of
the Trustee, or, from and after such time, such other office or agency of the
Company as may be designated by it for such purpose; provided, however, that at
the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.  All payments of principal or interest shall be
made in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private
debts.

    


    Reference
is hereby made to the further provisions of this Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.

    


    Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof, directly or through an Authenticating Agent,
by manual signature of an authorized signatory, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this instrument to be signed in its name
by its Chairman of the Board, President, Treasurer or Chief Financial Officer,
manually or by a facsimile of his signature, and its corporate seal (or a
facsimile thereof) to be hereunto affixed and the same to be attested by its
Secretary or an Assistant Secretary, all either manually or in
facsimile.

    


    Dated:

    


    


    
      	 
      	 
      	 
      	
              DYNEGY
      HOLDINGS INC.

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	 
      	
              Title:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Attest:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	 
      	 
      	 
      	 
      
	
              Title:

            	 
      	 
      	 
      	 
      	 
      


    


    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

    


    This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

    


    


    WILMINGTON
TRUST COMPANY,

    as
Trustee

    


    


    
      	
              By

            	 
      	 
      
	 
      	
              AUTHORIZED
      OFFICER

            	 
      


    


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    Reverse
of 7.5% Senior Unsecured Note

    


    This
Senior Unsecured Note is one of a duly authorized issue of securities of the
Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of September 26, 1996,
and as amended and restated on March 23, 1998, and as further amended and
restated on March 14, 2001 and as supplemented by the First Supplemental
Indenture dated as of July 25, 2003, the Second Supplemental Indenture dated as
of April 12, 2006, the Third Supplemental Indenture, dated as of May 24, 2007,
the Fourth Supplemental Indenture dated as of May 24, 2007 and the Fifth
Supplemental Indenture dated as of December 1, 2009 (as so amended, restated and
supplemented, the “Indenture”), between the
Company and Wilmington Trust Company (as successor to JPMorgan Chase Bank,
N.A.), as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, unlimited as to
principal amount.

    


    The
Holder of this Security is entitled to the benefits of a Registration Rights
Agreement, dated as of December 1, 2009, between the Company and the initial
purchaser named therein (the “Registration Rights
Agreement”).  Capitalized terms used in this paragraph but not
defined herein have the meanings assigned to them in the Registration Rights
Agreement.  In the event that (i) the Company fails to file an
Exchange Offer Registration Statement with the Commission on or prior to the
270th day after the Issue Date, (ii) if the Exchange Offer Registration
Statement is not declared effective by the Commission on or prior to the 365th
day after the Issue Date or, if obligated to file a Shelf Registration Statement
because of the circumstances described in Section 2(a)(i) of the Registration
Rights Agreement do not permit the Company to effect a Registered Exchange
Offer, a Shelf Registration Statement is not declared effective by the
Commission on or prior to the 180th day after the Issue Date, (iii) if the
Registered Exchange Offer is not consummated on or before the 405th day after
the Issue Date, (iv) if obligated to file the Shelf Registration Statement
because of circumstances described in Section 2(a)(ii) or 2(a)(iii) of the
Registration Rights Agreement, the Company fails to file the Shelf Registration
Statement with the Commission on or prior to the 30th day (the “Shelf Filing Date”) after the
date on which the obligation to file a Shelf Registration Statement arises, (v)
if obligated to file the Shelf Registration Statement because of certain
circumstances described in Section 2(a)(ii) or 2(a)(iii) of the Registration
Rights Agreement, the Shelf Registration Statement has not become effective on
or prior to the 90th day of the Shelf Filing Date, or (vi) after the Exchange
Offer Registration Statement or the Shelf Registration Statement, as the case
may be, is declared effective, such Registration Statement thereafter ceases to
be effective or usable (subject to certain exceptions) (each such event referred
to in the preceding clauses (i) through (vi) a “Registration Default”),
interest (the “Additional
Interest”) shall accrue (in addition to stated interest on the Securities
of this series) from and including the date on which the first such Registration
Default shall occur to but excluding the date on which all Registration Defaults
have been cured, at a rate per annum equal to 0.25% of the principal amount of
the Securities of this series; provided, however, that such
rate per annum shall increase by 0.25% per annum from and including the 90th day
after the first such Registration Default (and each successive 90th day
thereafter) unless and until all Registration Defaults have been cured; provided further, however, that in no
event shall the Additional Interest accrue at a rate in excess of 1.0% per
annum.  The Additional Interest will be payable in cash semiannually
in arrears each June 1 and December 1.


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    

     

    The
Securities of this series are not subject to any sinking fund.  The
Securities shall not be redeemable at the option of any Holders
thereof.

    


    The
Securities shall not be redeemable at the option of the Company prior to
maturity; provided, however, that the
Company may, from time to time, purchase the Securities in the open market or
otherwise from time to time.

    


    The
Indenture contains provisions for defeasance of (a) the entire indebtedness of
the Company on this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein which
provisions apply to this Security.

    


    If an
Event of Default with respect to the Securities of this series shall occur and
be continuing, the principal hereof may be declared due and payable in the
manner and with the effect provided in the Indenture.

    


    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.


    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    


    As set
forth in, and subject to, the provisions of the Indenture, no Holder of any
Security of this series will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to this series, the Holders of not less than 25% in
principal amount of the Outstanding Securities of this series shall have made
written request, and offered reasonable indemnity, to the Trustee to institute
such proceeding as trustee, and the Trustee shall not have received from the
Holders of a majority in principal amount of the Outstanding Securities of this
series a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or interest on this Security on or
after the respective due dates expressed herein.

    


    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Security at the
times, place and rate, and in the coin or currency herein,
prescribed.

    


    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

    


    The
Securities of this series are issuable only in registered form, without coupons,
in denominations of $2,000 and any integral multiple of $1,000 above that
amount. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the
same.

    


    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

    


    Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security is overdue, and none of the Company, the Trustee or
any agent shall be affected by notice to the contrary.


    
      
         


      

      
        A-8

        
          

        

      

      
         


      

    


    Each
Holder of this Security, by acceptance hereof, acknowledges and agrees to the
provisions of the Registration Rights Agreement, including the obligations of
the Holders with respect to a registration and the indemnification of the
Company to the extent provided therein.

    


    The
Indenture and this Security shall be governed by and construed in accordance
with the laws of the State of New York, without regard to principles of
conflicts of laws.

    


    Except as
set forth in the second paragraph of this Reverse of 7.5% Senior Unsecured
Notes, all terms used in this Security which are defined in the Indenture shall
have the same meanings assigned to them in the Indenture.


    
      
         


      

      
        A-9

        
          

        

      

      
         


      

    


    ASSIGNMENT
FORM

    


    To assign
this 7.5% Senior Unsecured Note Due 2015 (this “7.5% Security”), fill in the
form below:

    


    I or we
assign and transfer this 7.5% Security to

    


    (Print or
type assignee’s name, address and zip code)

    


    (Insert
assignee’s soc. sec. or tax I.D. No.)

    


    and
irrevocably
appoint                           agent
to transfer this 7.5% Security on the books of the Company.  The agent
may substitute another to act for him.

    


    
      	 
      	 
      
	 	 	 	 	 
	
              Date:

            	 
      	
               
      Your Signature:

            	 
      	 
      
	 
      	 
      


    

    


    Sign
exactly as your name appears on the other side of this 7.5%
Security.

    


    In
connection with any transfer of any of the 7.5% Securities evidenced by this
certificate occurring prior to the expiration of the relevant period referred to
in Rule 144 under the Securities Act of 1933, as amended (the “Act”), after the later of the
date of original issuance of such 7.5% Securities and the last date, if any, on
which such 7.5% Securities were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such 7.5% Securities are being
transferred in accordance with its terms:

    


    CHECK ONE
BOX BELOW

    


    
      	
               
      

            	
              1.

            	
              £

            	
              to
      the Company; or

            


    

    


    
      	
               
      

            	
              2.

            	
              £

            	
              pursuant
      to an effective registration statement under the Act;
  or

            


    

    


    
      	
               
      

            	
              3.

            	
              £

            	
              inside
      the United States to a “qualified institutional buyer” (as defined in Rule
      144A under the Act) that purchases for its own account or for the account
      of a qualified institutional buyer to whom notice is given that such
      transfer is being made in reliance on Rule 144A, in each case pursuant to
      and in compliance with Rule 144A under the Act;
  or

            


    

    


    
      	
               
      

            	
              4.

            	
              £

            	
              pursuant
      to the exemption from registration provided by Rule 144 under the
      Act.

            


    

    


    Unless
one of the boxes is checked, the Trustee will refuse to register any of the 7.5%
Securities evidenced by this certificate in the name of any person other than
the registered holder thereof; provided, however, that if box
(4) is checked, the Trustee shall be entitled to require, prior to registering
any such transfer of the 7.5% Securities, such legal opinions, certifications
and other information as the Company has reasonably requested to confirm that
such transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Act, such as the exemption
provided by Rule 144 under such Act.


    
      
         


      

      
        A-10

        
          

        

      

      
         


      

    

     

    
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Signature

            	 
      
	 
      	 
      	 
      	 
      
	
              Signature
      Guarantee:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              Signature
      must be guaranteed

            	 
      	
              Signature

            	 
      


    

    


    Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
other “signature guarantee program” as may be determined by the Security
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

     

    
      
        

      

       

    

    TO BE
COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

    


    The
undersigned represents and warrants that it is purchasing this 7.5% Security for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Act, and is aware that the sale to it
is being made in reliance on Rule 144A and acknowledges that it has received
such information regarding the Company as the undersigned has requested pursuant
to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.

    


    
      	
              Dated:

            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Notice: 
      

            	
              To
      be executed by

              an
      executive officer

            	 
      


    


    
      
         


      

      
        A-11

        
          

        

      

      
         


      

    


    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY

    


    The
initial principal amount of this Global Security is
$[     ].  The following increases or
decreases in this Global Security have been made:

    


    
      	
              Date
      of Increase or Decrease

            	 	
              Amount
      of Decrease in Principal Amount of this Global Security

            	 	
              Amount
      of Increase in Principal Amount of this Global Security

            	 	
              Remaining
      Principal Amount of this Global Security Following such Decrease or
      Increase

            	 	
              Signature
      of Authorized Signatory of Trustee or Custodian

            
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      


    

     

     

    A-12