S-4

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on June 1, 2015.

Registration Statement No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DYNEGY INC.*
*And the Subsidiary Guarantors listed below
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 4911
(Primary Standard Industrial
Classification Code Number) 20-5653152
(I.R.S. Employer
Identification No.)

601 Travis, Suite 1400
Houston, Texas 77002
(713) 507-6400
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Catherine B. Callaway
Executive Vice President, General Counsel and Chief Compliance Officer
Dynegy Inc.
601 Travis, Suite 1400
Houston, Texas 77002
(713) 507-6400
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Gary Kashar
David Johansen
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

            If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

            If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

            If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

            Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

            Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
6.75% Senior Notes due 2019	$2,100,000,000	100%	$2,100,000,000	$244,020
Guarantees of 6.75% Senior Notes due 2019	(2)	(2)	(2)	(2)
7.375% Senior Notes due 2022	$1,750,000,000	100%	$1,750,000,000	$203,350
Guarantees of 7.375% Senior Notes due 2022	(3)	(3)	(3)	(3)
7.625% Senior Notes due 2024	$1,250,000,000	100%	$1,250,000,000	$145,250
Guarantees of 7.625% Senior Notes due 2024	(4)	(4)	(4)	(4)
Total	$5,100,000,000	N/A	$5,100,000,000	$592,620

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 promulgated under the Securities Act of 1933, as amended.

(2)

No separate consideration will be received for the guarantees of the 6.75% Senior Notes due 2019 being registered hereby. In accordance with Rule 457(n) promulgated under the Securities Act of 1933, as amended, no registration fee is payable with respect to the guarantees.

(3)

No separate consideration will be received for the guarantees of the 7.375% Senior Notes due 2022 being registered hereby. In accordance with Rule 457(n) promulgated under the Securities Act of 1933, as amended, no registration fee is payable with respect to the guarantees.

(4)

No separate consideration will be received for the guarantees of the 7.625% Senior Notes due 2024 being registered hereby. In accordance with Rule 457(n) promulgated under the Securities Act of 1933, as amended, no registration fee is payable with respect to the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Name of Additional Registrant*	State or Other Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Blue Ridge Generation LLC	Delaware		4911	N/A
Black Mountain Cogen, Inc.	Delaware		4911	76-0380695
Brayton Point Holdings, LLC	Delaware		4911	80-0906751
Casco Bay Energy Company, LLC	Delaware		4911	01-0506520
Dighton Power, LLC	Delaware		4911	20-5299816
Dynegy Administrative Services Company	Delaware		4911	76-0593537
Dynegy Coal Generation, LLC	Delaware		4911	N/A
Dynegy Coal Holdco, LLC	Delaware		4911	45-2737371
Dynegy Coal Investments Holdings, LLC	Delaware		4911	45-2741147
Dynegy Coal Trading & Transportation, L.L.C.	Delaware		4911	76-0630494
Dynegy Commercial Asset Management, LLC	Ohio		4911	31-1758336
Dynegy Conesville, LLC	Delaware		4911	47-0989911
Dynegy Dicks Creek, LLC	Delaware		4911	47-0989594
Dynegy Energy Services, LLC	Delaware		4911	90-0924805
Dynegy Energy Services (East), LLC	Delaware		4911	37-1484250
Dynegy Equipment, LLC	Delaware		4911	22-3685722
Dynegy Fayette II, LLC	Delaware		4911	27-3694313
Dynegy Gas Generation, LLC	Delaware		4911	N/A
Dynegy GasCo Holdings, LLC	Delaware		4911	45-2737124
Dynegy Gas Holdco, LLC	Delaware		4911	45-2737239
Dynegy Gas Imports, LLC	Delaware		4911	20-8755896
Dynegy Gas Investments, LLC	Delaware		4911	45-2736929
Dynegy Gas Investments Holdings, LLC	Delaware		4911	45-2737308
Dynegy Generation Holdco, LLC	Delaware		4911	N/A
Dynegy Global Liquids, Inc.	Delaware		4911	76-0514232
Dynegy Hanging Rock II, LLC	Delaware		4911	27-3694481
Dynegy Kendall Energy, LLC	Delaware		4911	22-3628696
Dynegy Killen, LLC	Delaware		4911	47-1027572
Dynegy Lee II, LLC	Delaware		4911	27-3694515
Dynegy Marketing and Trade, LLC	Delaware		4911	26-3737827
Dynegy Miami Fort, LLC	Delaware		4911	46-5692442
Dynegy Midwest Generation, LLC	Delaware		4911	45-2737533
Dynegy Morro Bay, LLC	Delaware		4911	77-0486184
Dynegy Moss Landing, LLC	Delaware		4911	77-0486186
Dynegy Oakland, LLC	Delaware		4911	77-0486187
Dynegy Operating Company	Texas		4911	74-1670543
Dynegy Power, LLC	Delaware		4911	38-2875546
Dynegy Power Generation Inc.	Delaware		4911	20-4063728
Dynegy Power Marketing, LLC	Texas		4911	76-0425964
Dynegy Resource I, LLC	Delaware		4911	N/A
Dynegy Resource II, LLC	Delaware		4911	N/A
Dynegy Resource III, LLC	Delaware		4911	37-1780587
Dynegy Resource Holdings, LLC	Delaware		4911	N/A
Dynegy Resources Generating Holdco, LLC	Delaware		4911	27-4387798
Dynegy Resources Holdco I, LLC	Delaware		4911	45-0709281
Dynegy Resources Holdco II, LLC	Delaware		4911	90-1031876
Dynegy Resources Management, LLC	Delaware		4911	27-2535492
Dynegy South Bay, LLC	Delaware		4911	33-0833237
Dynegy Stuart, LLC	Delaware		4911	47-1065327

Name of Additional Registrant*	State or Other Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Dynegy Washington II, LLC	Delaware		4911	27-3694614
Dynegy Zimmer, LLC	Delaware		4911	46-5730986
ECP II-B (Brayton Point IP) Corp	Delaware		4911	90-0951968
ECP II-C (Brayton Point IP) Corp	Delaware		4911	90-0953007
Elwood Energy Holdings, LLC	Delaware		4911	46-2357755
Elwood Energy Holdings II, LLC	Delaware		4911	N/A
Elwood Expansion Holdings, LLC	Delaware		4911	54-2055657
Elwood Services Company, LLC	Virginia		4911	54-1933866
EquiPower Resources Corp.	Delaware		4911	27-2294219
Havana Dock Enterprises, LLC	Delaware		4911	N/A
Illinova Corporation	Illinois		4911	37-1319890
Kincaid Energy Services Company, LLC	Virginia		4911	54-1534673
Kincaid Generation, L.L.C.	Virginia		4911	54-1796772
Kincaid Holdings, LLC	Virginia		4911	54-1798828
Lake Road Generating Company, L.P.	Delaware		4911	52-1923765
Lake Road Holdings GP, LLC	Delaware		4911	20-8574043
Lake Road Holdings LP, LLC	Delaware		4911	20-8574111
LEP Holdings, LLC	Delaware		4911	20-2447931
Liberty Electric Generation Holdings, LLC	Delaware		4911	20-3658553
Liberty Electric PA 2, LLC	Delaware		4911	26-0455515
Liberty Electric Power, LLC	Delaware		4911	54-1907703
MASSPOWER	Massachusetts		4911	04-3126542
Masspower Holdco, LLC	Delaware		4911	20-4145131
Masspower Partners I, LLC	Delaware		4911	20-3967219
Masspower Partners II, LLC	Delaware		4911	27-4568165
Milford Power Company, LLC	Delaware		4911	76-0598624
Ontelaunee Power Operating Company, LLC	Delaware		4911	87-0750537
Richland Generation Expansion, LLC	Delaware		4911	46-4229298
Richland-Stryker Generation LLC	Delaware		4911	46-4229298
RSG Power, LLC	Delaware		4911	90-1031733
Sithe Energies, Inc.	Delaware		4911	13-3554926
Sithe/Independence LLC	Delaware		4911	13-3555904
Tomcat Power, LLC	Delaware		4911	90-0949080

*

The address, including zip code, and telephone number, including area code, of each registrant's principal executive offices is c/o Dynegy Inc., 601 Travis, Suite 1400, Houston, Texas 77002, Telephone (713) 507-6400.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

Subject to Completion, Dated June 1, 2015

Prospectus

Dynegy Inc.

Offer to Exchange
Up to $2,100,000,000 6.75% Senior Notes due 2019 and the related subsidiary guarantees,
which have been registered under the Securities Act of 1933, as amended,
for
any and all of its outstanding unregistered
6.75% Senior Notes due 2019 and the related subsidiary guarantees

and

Offer to Exchange
Up to $1,750,000,000 7.375% Senior Notes due 2022 and the related subsidiary guarantees,
which have been registered under the Securities Act of 1933, as amended,
for
any and all of its outstanding unregistered
7.375% Senior Notes due 2022 and the related subsidiary guarantees

and

Offer to Exchange
Up to $1,250,000,000 7.625% Senior Notes due 2024 and the related subsidiary guarantees,
which have been registered under the Securities Act of 1933, as amended,
for
any and all of its outstanding unregistered
7.625% Senior Notes due 2024 and the related subsidiary guarantees

          We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal: (i) up to $2,100,000,000 in aggregate principal amount of our new 6.75% Senior Notes due 2019 (the "2019 Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of our outstanding unregistered 6.75% Senior Notes due 2019 (the "2019 Old Notes"), (ii) up to $1,750,000,000 in aggregate principal amount of our new 7.375% Senior Notes due 2022 (the "2022 Exchange Notes"), which have been registered under the Securities Act, for any and all of our outstanding unregistered 7.375% Senior Notes due 2022 (the "2022 Old Notes") and (iii) up to $1,250,000,000 in aggregate principal amount of our new 7.625% Senior Notes due 2024 (the "2024 Exchange Notes" and, together with the 2019 Exchange Notes and the 2022 Exchange Notes, the "Exchange Notes"), which have been registered under the Securities Act, for any and all of our outstanding unregistered 7.625% Senior Notes due 2024 (the "2024 Old Notes" and, together with the 2019 Old Notes and the 2022 Old Notes, the "Old Notes"). The 2019 Old Notes and the 2019 Exchange Notes are collectively referred to herein as the "2019 Notes." The 2022 Old Notes and the 2022 Exchange Notes are collectively referred to herein as the "2022 Notes." The 2024 Old Notes and the 2024 Exchange Notes are collectively referred to herein as the "2024 Notes." The Old Notes and the Exchange Notes are collectively referred to herein as the "Notes").

The Exchange Offers

•

We hereby offer to exchange all Old Notes that are validly tendered and not validly withdrawn for an equal principal amount of applicable Exchange Notes which we have registered under the Securities Act.

•

The Exchange Offers will expire at 5:00 p.m., New York City time, on                        , 2015 (the "Expiration Date"), unless extended by us.

•

You may withdraw tenders of Old Notes at any time prior to the Expiration Date or the termination of the applicable Exchange Offer.

•

The terms of each series of Exchange Notes are identical in all material respects to the terms of the applicable series of Old Notes, except that the Exchange Notes have been registered under the Securities Act and the transfer restrictions and registration rights relating to each series of the Old Notes do not apply to the applicable Exchange Notes.

•

The exchange of Old Notes for Exchange Notes will not be a taxable transaction for U.S. federal income tax purposes. You should see the discussion in the section entitled "Material Federal Income Tax Considerations" for more information.

•

Old Notes that are not exchanged will remain outstanding, but will not have further registration rights.

•

We will not receive any proceeds from the Exchange Offers.

          Each broker-dealer that receives Exchange Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See "Plan of Distribution."

See "Risk Factors" beginning on page 15 of this prospectus for a discussion of risks you should consider before participating in the Exchange Offers.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2015.

TABLE OF CONTENTS

About This Prospectus	ii
Certain Defined Terms	iii
Cautionary Note Regarding Forward-Looking Statements	iv
Incorporation by Reference	v
Summary	1
Summary Description of the Exchange Offers	3
Summary Description of the Exchange Notes	9
Selected Historical Consolidated Financial Data	12
Risk Factors	15
Use of Proceeds	22
Ratio of Earnings to Fixed Charges	23
Unaudited Pro Forma Condensed Consolidated Financial Information	24
The Exchange Offers	34
Description of the 2019 Exchange Notes	40
Description of the 2022 Exchange Notes	60
Description of the 2024 Exchange Notes	80
Material Federal Income Tax Considerations	100
Plan of Distribution	101
Legal Matters	102
Experts	102
Where You Can Find More Information	103

i

ABOUT THIS PROSPECTUS

        In this prospectus, unless the context requires otherwise, references to "Dynegy," the "Company," the "Issuer," "we," "our" and "us" and similar terms refer to Dynegy Inc. and its consolidated subsidiaries, and references to the "Subsidiary Guarantors" refer to each of our current and future wholly-owned domestic subsidiaries that from time to time is a borrower or guarantor under the Credit Agreement (as defined herein).

        We have not authorized anyone to provide you with information other than that contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are making the Exchange Offers only in jurisdictions where such offers are permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or the date of such information as specified in this prospectus, if different.

        This prospectus incorporates by reference important business and financial information about us from documents filed with the SEC that have not been included herein or delivered herewith. This information is available without charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, D.C. 20549, and copies of all or any part of the registration statement, of which this prospectus forms a part, may be obtained from the SEC on the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. This information is also available without charge at the website that the SEC maintains at www.sec.gov. In addition, you may request copies of the documents incorporated by reference in this prospectus from us, without charge, by written or oral request directed to Dynegy Inc., Attention: Investor Relations Department, 601 Travis, Suite 1400, Houston, Texas 77002, telephone (713) 507-6400, or on the "Investor Relations" section of our website at www.dynegy.com. The information contained on or that can be accessed through our website (other than the specified SEC filings incorporated by reference in this prospectus) is not incorporated in, and is not a part of, this prospectus, and you should not rely on any such information in connection with your decision to exchange your Old Notes for the applicable Exchange Notes. To obtain timely delivery of documents or information, we must receive your request no later than five business days before the Expiration Date of the applicable Exchange Offer.

        Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement (as defined herein)) is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

We have not provided guaranteed delivery provisions in connection with the Exchange Offers. You must tender your Old Notes in accordance with the procedures set forth herein.

ii

CERTAIN DEFINED TERMS

        Unless otherwise specified or the context requires otherwise, in this prospectus:

•

"Brayton" refers to Brayton Point Holdings, LLC.

•

"Acquired Entities" refers to the Duke Midwest Assets and the EquiPower Assets.

•

"Acquisitions" refers to the EquiPower Acquisition and the Duke Midwest Acquisition, as each such term is defined herein.

•

"Credit Agreement" refers to the Credit Agreement, dated as of April 23, 2013, among Dynegy, various lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

•

"Duke" refers to Duke Energy Corporation.

•

"Duke Midwest Assets" refers to Dynegy Commercial's interests in 11 generation facilities and Duke Energy Retail Sales, LLC, which we acquired in the Duke Midwest Acquisition.

•

"Dynegy Commercial" refers to Dynegy Commercial Asset Management, LLC, formerly known as Duke Energy Commercial Asset Management, LLC prior to the closing of the Duke Midwest Acquisition.

•

"Dynegy Energy Services (East)" refers to Dynegy Energy Services (East), LLC, formerly known as Duke Energy Retail Sales, LLC, which consisted of Duke's retail energy business, prior to the closing of the Duke Midwest Acquisition.

•

"EquiPower Assets" refers to 10 generation facilities which we acquired in the EquiPower Acquisition.

•

"ERC" refers to EquiPower Resources Corp.

•

"Indentures" refers, collectively, to (i) the Indenture, dated as of October 27, 2014, among Dynegy, as successor in interest to Dynegy Finance II, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee (the "Trustee"), related to the 2019 Notes (as amended, supplemented or modified from time to time, the "2019 Notes Indenture"), (ii) the Indenture, dated as of October 27, 2014, among Dynegy, as successor in interest to Dynegy Finance II, Inc., the guarantors party thereto and the Trustee, related to the 2022 Notes (as amended, supplemented or modified from time to time, the "2022 Notes Indenture") and (iii) the Indenture, dated as of October 27, 2014, among Dynegy, as successor in interest to Dynegy Finance II, Inc., the guarantors party thereto and the Trustee, related to the 2024 Notes (as amended, supplemented or modified from time to time, the "2024 Notes Indenture").

•

"Legacy Dynegy" refers to Dynegy (as defined herein) for the periods prior to the Merger (as defined herein).

•

"Trust Indenture Act" refers to the Trust Indenture Act of 1939, as amended.

iii

•

Further, as used in this prospectus, the abbreviations contained herein have the meanings set forth below.

AER	New Ameren Energy Resources, LLC
CAISO	The California Independent System Operator
IPH	IPH, LLC
ISO	Independent System Operator
ISO-NE	Independent System Operator New England
MISO	Midcontinent Independent System Operator, Inc.
MW	Megawatts
NYISO	New York Independent System Operator
PJM	PJM Interconnection, LLC
PRIDE	Producing Results through Innovation by Dynegy Employees
RMR	Reliability Must Run
RTO	Regional Transmission Organization
SEC	U.S. Securities and Exchange Commission
TWh	Terawatt Hour

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements contained or incorporated by reference in this prospectus which are not statements of historical fact constitute "forward looking statements," which involve risks and uncertainties. All statements included or incorporated by reference in this prospectus, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements represent our reasonable judgment of the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause our actual results and financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as "anticipate," "estimate," "project," "forecast," "plan," "may," "will," "should," "expect" and other words of similar meaning. In particular, these include, but are not limited to, statements relating to the following:

•

beliefs and assumptions about weather and general economic conditions;

•

beliefs, assumptions and projections regarding the demand for power, generation volumes and commodity pricing, including natural gas prices and the timing of a recovery in natural gas prices, if any;

•

beliefs and assumptions about market competition, generation capacity and regional supply and demand characteristics of the wholesale and retail power markets, including the anticipation of plant retirements and higher market pricing over the longer term;

•

sufficiency of, access to and costs associated with coal, fuel oil and natural gas inventories and transportation thereof;

•

the effects of, or changes to, MISO, PJM, CAISO, NYISO or ISO-NE power and capacity procurement processes;

•

expectations regarding environmental matters, including costs of compliance, availability and adequacy of emission credits and the impact of ongoing proceedings and potential regulations or changes to current regulations, including those relating to climate change, air emissions, cooling

iv

water intake structures, coal combustion byproducts and other laws and regulations to which we are, or could become, subject;

•

beliefs about the outcome of legal, administrative, legislative and regulatory matters;

•

projected operating or financial results, including anticipated cash flows from operations, revenues and profitability;

•

our focus on safety and our ability to efficiently operate our assets so as to capture revenue generating opportunities and operating margins;

•

our ability to mitigate forced outage risk as we become subject to proposed capacity performance in PJM and new performance incentives in ISO-NE;

•

our ability to optimize our assets through targeted investment in cost effective technology enhancements;

•

the effectiveness of our strategies to capture opportunities presented by changes in commodity prices and to manage our exposure to energy price volatility;

•

efforts to secure retail sales and the ability to grow the retail business;

•

efforts to identify opportunities to reduce congestion and improve busbar power prices;

•

ability to mitigate impacts associated with expiring RMR and/or capacity contracts;

•

expectations regarding our compliance with the Credit Agreement, including collateral demands, interest expense, any applicable financial ratios and other payments;

•

expectations regarding performance standards and capital and maintenance expenditures;

•

the timing and anticipated benefits to be achieved through our company-wide improvement programs, including our PRIDE initiative;

•

expectations regarding the synergies and anticipated benefits of the Acquisitions;

•

beliefs about the costs and scope of the ongoing demolition and site remediation efforts at the South Bay and Vermilion facilities; and

•

beliefs regarding redevelopment efforts for the Morro Bay facility.

        Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on forward-looking statements, which speak only as of the date of this prospectus. Many of these factors are beyond our ability to control or predict. Other than as required by law, we undertake no obligation to update any forward-looking statements included or incorporated by reference in this prospectus in order to reflect any event or circumstance occurring after the date of this prospectus, currently unknown facts or conditions or the occurrence of unanticipated events. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Certain factors that could cause or contribute to such differences are discussed in the section entitled "Risk Factors" in this prospectus.

INCORPORATION BY REFERENCE

        We are incorporating by reference specified documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus. We incorporate by reference into this prospectus the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") prior to the Expiration Date,

v

other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K:

•

our Annual Report on Form 10-K for the fiscal year ended December 31, 2014;

•

the information responsive to Part III of Form 10-K for the year ended December 31, 2014 provided in our Definitive Proxy Statement on Schedule 14A;

•

"Annex A: Financial Statements Relating to AER" included in our registration statement on Form S-3ASR, dated October 2, 2013;

•

our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015; and

•

our Current Reports on Form 8-K filed on April 1, 2015, April 7, 2015, April 8, 2015, April 9, 2015, May 6, 2015 and May 18, 2015 (to the extent such reports are filed).

        Furthermore, all filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of this registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement (other than portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K) shall be deemed to be incorporated by reference into this prospectus.

        Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

        Any person, including any beneficial owner, to whom this prospectus is delivered may request copies of this prospectus and any of the documents incorporated by reference in this prospectus, without charge, by written or oral request directed to Dynegy Inc., Attention: Investor Relations Department, 601 Travis, Suite 1400, Houston, Texas 77002, telephone (713) 507-6400, on the "Investor Relations" section of our website at www.dynegy.com or from the SEC through the SEC's website at the web address provided in the section entitled "Where You Can Find More Information." Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.

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SUMMARY

The following summary highlights information about Dynegy and the Exchange Offers. Because it is a summary, it does not contain all the information that you should consider before tendering Old Notes for exchange. You should read this entire prospectus carefully, including the documents incorporated by reference herein, which are described in the section entitled "Incorporation by Reference." You should also carefully consider, among other things, the matters discussed in the section entitled "Risk Factors."

Our Business

        Our primary business is the production and sale of electric energy, capacity and ancillary services from our fleet of 35 power plants in eight states totaling approximately 26,000 MW of generating capacity.

        We operate a portfolio of generation assets that is diversified in terms of dispatch profile, fuel type and geography. Our Coal and IPH segments are fleets of baseload coal facilities in Illinois, which dispatch around the clock throughout the year. Our Gas segment operates both intermediate and peaking natural gas plants, located in the Midwest, Northeast and California. The inherent cycling and dispatch characteristics of our intermediate combined cycle units allow us to take advantage of the volatility in market pricing in the day-ahead and hourly markets. This flexibility allows us to optimize our assets and provide incremental value. Peaking facilities are generally dispatched to serve load only during the highest periods of power demand, such as hot summer and cold winter days, or for local reliability needs. Currently our peaking facilities are contracted through either tolling or reliability must run agreements. In addition to generating power, our generating facilities also receive capacity revenues through structured markets or bilateral tolling agreements, as local utilities and ISOs seek to ensure sufficient generation capacity is available to meet future market demands.

        We sell electric energy, capacity and ancillary services primarily on a wholesale basis from our power generation facilities. We also serve residential, municipal, commercial and industrial customers primarily in Illinois, Ohio and Pennsylvania through our Homefield Energy and Dynegy Energy Services retail businesses. Wholesale electricity customers will, for reliability reasons and to meet regulatory requirements, contract for rights to capacity from generating units. Ancillary services are the products of a power generation facility that support the transmission grid operation, follow real-time changes in load and provide emergency reserves for major changes to the balance of generation and load. Retail electricity customers purchase energy and these related services in the deregulated retail energy market. We sell these products individually or in combination to our customers for various lengths of time from hourly to multi-year transactions.

        We do business with a wide range of customers, including RTOs and ISOs, integrated utilities, municipalities, electric cooperatives, transmission and distribution utilities, power marketers, financial participants such as banks and hedge funds and residential, commercial and industrial end-users. Some of our customers, such as municipalities or integrated utilities, purchase our products for resale in order to serve their retail, commercial and industrial customers. Other customers, such as some power marketers, may buy from us to serve their own wholesale or retail customers or as a hedge against power sales they have made.

Recent Developments

EquiPower Acquisition

        On April 1, 2015, we completed the acquisition of the EquiPower Assets, thereby acquiring (i) five combined cycle natural gas-fired facilities in Connecticut, Massachusetts and Pennsylvania, (ii) a partial interest in one natural gas-fired peaking facility in Illinois, (iii) two gas and oil-fired peaking facilities in Ohio, (iv) one coal-fired facility in Illinois and (v) the Brayton Point coal facility in Somerset, MA,

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which is scheduled to be retired in June 2017, for a base purchase price of $3.35 billion in cash plus $100 million in our common stock, subject to certain adjustments (collectively, the "EquiPower Acquisition"). The acquired assets consist primarily of highly efficient and clean-burning natural gas-fired facilities, and the EquiPower Acquisition added approximately 6,300 MW of net generating capacity in Connecticut, Illinois, Massachusetts, Ohio and Pennsylvania.

Duke Midwest Acquisition

        On April 2, 2015, we completed the acquisition of the Duke Midwest Assets, thereby acquiring approximately 6,200 MW in (i) five natural gas-fired power facilities located in Ohio, Pennsylvania and Illinois, (ii) one oil-fired power facility located in Ohio, (iii) partial interests in five coal-fired power facilities located in Ohio and (iv) a retail energy business for a base purchase price of $2.8 billion in cash, subject to certain adjustments (collectively, the "Duke Midwest Acquisition"). The facilities operate in the PJM wholesale market, have a diversified fuel mix with baseload coal-fired units, as well as combined cycle and peaking natural gas-fired units, and have an aggregate net generating capacity of approximately 6,200 MW. We operate two of the five coal-fired facilities, the Miami Fort and Zimmer facilities, and other owners will operate the three remaining facilities.

        Dynegy Energy Services (East) serves retail electric and gas customers in Ohio with energy and energy services at competitive rates. Dynegy Energy Services (East) serves approximately 25% of switched load within Duke Energy Ohio, Inc.'s service territory, which is the largest share of opt-in mass market customers in that territory, and provides approximately 7 TWh of customer load primarily in Ohio.

MISO 2015-2016 Planning Resource Auction Complaint

        As of June 1, 2015, three complaints have been filed at FERC regarding the Zone 4 results for the 2015-2016 Planning Resource Auction ("PRA") conducted by MISO. Complainants are Public Citizen, Inc., the Illinois Attorney General, and Southwestern Electric Cooperative, Inc. Specifically, complainants have challenged the results of the PRA as unjust and unreasonable, requested rate relief/refunds and requested changes to the MISO PRA structure going forward. Complainants have also alleged that Dynegy is a pivotal supplier in Zone 4 that may have engaged in economic or physical withholding constituting market manipulation in the 2015-2016 PRA. Dynegy disputes the allegations and will defend the actions vigorously. We are currently reviewing the complaints and will respond by the comment deadline.

Our Corporate Information

        Our principal executive offices are located at 601 Travis, Suite 1400, Houston, Texas 77002. Our telephone number is (713) 507-6400 and we have a website accessible at www.dynegy.com. The information posted on our website is not incorporated into this prospectus and is not part of this prospectus.

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SUMMARY DESCRIPTION OF THE EXCHANGE OFFERS

This summary highlights information contained elsewhere in this prospectus and summarizes the material terms of the Exchange Offers. We refer you to the section entitled "The Exchange Offers" in this prospectus for a more detailed description of the terms of the Exchange Offers. You should read the entire prospectus carefully before deciding to exchange your Old Notes for Exchange Notes.

Old Notes	6.75% Senior Notes due 2019, 7.375% Senior Notes due 2022 and 7.625% Senior Notes due 2024, each issued on October 27, 2014.
Exchange Notes	6.75% Senior Notes due 2019, 7.375% Senior Notes due 2022 and 7.625% Senior Notes due 2024, the issuance of which has been registered under the Securities Act. The form and terms of the Exchange Notes are identical in all material respects to those of the applicable Old Notes, except that the transfer restrictions and registration rights relating to the Old Notes do not apply to the applicable Exchange Notes.
Exchange Offers	We are offering to issue:
	• up to $2,100 million aggregate principal amount of the 2019 Exchange Notes in exchange for a like principal amount of the 2019 Old Notes to satisfy our obligations under the registration rights agreement, dated as of October 27, 2014, among Dynegy (as successor in interest to each of Dynegy Finance I, Inc. and Dynegy Finance II Inc.) and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of certain initial purchasers (the "Registration Rights Agreement"), that was executed when the 2019 Old Notes were issued in a transaction conducted in reliance upon the exemptions from registration provided by Rule 144A and Regulation S promulgated under the Securities Act;
	• up to $1,750 million aggregate principal amount of the 2022 Exchange Notes in exchange for a like principal amount of the 2022 Old Notes to satisfy our obligations under the Registration Rights Agreement that was executed when the 2022 Old Notes were issued in a transaction conducted in reliance upon the exemptions from registration provided by Rule 144A and Regulation S promulgated under the Securities Act; and
	• up to $1,250 million aggregate principal amount of the 2024 Exchange Notes in exchange for a like principal amount of the 2024 Old Notes to satisfy our obligations under the Registration Rights Agreement that was executed when the 2024 Old Notes were issued in a transaction conducted in reliance upon the exemptions from registration provided by Rule 144A and Regulation S promulgated under the Securities Act.

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Expiration Date	The Exchange Offers will expire on the Expiration Date, unless extended in our sole and absolute discretion. We may extend one or more of the Exchange Offers without extending the other Exchange Offer(s).
Tenders	By tendering your Old Notes, you represent to us that, at the time of the consummation of the Exchange Offers:
	• any Exchange Notes you receive in the applicable Exchange Offer are being acquired by you in the ordinary course of your business;
	• neither you nor anyone receiving Exchange Notes from you, has any arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the Exchange Notes in violation of the Securities Act;
	• you are not an "affiliate," as defined in Rule 405 under the Securities Act, of ours or any Subsidiary Guarantor, or if you are an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
	• if you are not a participating broker-dealer, you are not engaged in, and do not intend to engage in, the distribution of the Exchange Notes, as defined in the Securities Act;
	• if you are a broker-dealer, you will receive the Exchange Notes for your own account in exchange for the applicable Old Notes that were acquired by you as a result of your market-making or other trading activities and that you will deliver a prospectus in connection with any resale of the Exchange Notes you receive; and
	• you have the full power and authority to transfer the Old Notes in exchange for the applicable Exchange Notes and we will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

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Withdrawal; Non-Acceptance	You may withdraw any Old Notes tendered in the Exchange Offers at any time prior to the applicable Expiration Date. If we decide for any reason not to accept any Old Notes tendered for exchange, the Old Notes will be returned to the registered holder at our expense promptly after the applicable Expiration Date or termination of the applicable Exchange Offer, as applicable. In the case of Old Notes tendered by book-entry transfer into the exchange agent's account at The Depository Trust Company ("DTC"), any withdrawn or unaccepted Old Notes will be credited to the tendering holder's account at DTC promptly after the Expiration Date or termination of the Exchange Offers, as applicable. For further information regarding the withdrawal of tendered Old Notes, see the sections entitled "The Exchange Offers—Terms of the Exchange Offers; Period for Tendering Old Notes" and the "The Exchange Offers—Withdrawal Rights."
Conditions to the Exchange Offers	Each of the Exchange Offers is subject to customary conditions, including the following:
	• the applicable Exchange Offer does not violate applicable law or any applicable interpretations of the staff of the SEC;
	• the Old Notes are validly tendered in accordance with the applicable Exchange Offer;
	• no action or proceeding would impair our ability to proceed with the applicable Exchange Offer; and
	• any governmental approval has been obtained that we believe, in our sole discretion, is necessary for the completion of the applicable Exchange Offer as outlined in this prospectus.
Procedures for Tendering the Old Notes	You must do one of the following on or prior to the applicable Expiration Date to participate in the Exchange Offers:
	• tender your Old Notes by sending the certificates for your Old Notes, in proper form for transfer, a properly completed and duly executed letter of transmittal, with any required signature guarantees, and all other documents required by the letter of transmittal, to Wilmington Trust, National Association, as exchange agent, at one of the addresses listed below in the section entitled "The Exchange Offers—Exchange Agent;" or

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	• tender your Old Notes by using the book-entry transfer procedures described below and transmitting a properly completed and duly executed letter of transmittal, with any required signature guarantees, or an agent's message instead of the letter of transmittal, to the exchange agent. In order for a book-entry transfer to constitute a valid tender of your Old Notes in the applicable Exchange Offer, Wilmington Trust, National Association, as exchange agent, must receive a confirmation of book-entry transfer of your Old Notes into the exchange agent's account at DTC prior to the Expiration Date for the applicable Exchange Offer. For more information regarding the use of book-entry transfer procedures, including a description of the required agent's message, see the discussion below in the section entitled "The Exchange Offers—Book-Entry Transfers."
	We have not provided guaranteed delivery provisions in connection with the Exchange Offers. You must tender your Old Notes in accordance with the procedures set forth in the section entitled "The Exchange Offers—Procedures for Tendering Old Notes."
Special Procedures for Beneficial Owners	If you are a beneficial owner whose Old Notes are registered in the name of the broker, dealer, commercial bank, trust company or other nominee and you wish to tender your Old Notes in the Exchange Offers, you should promptly contact the person in whose name the Old Notes are registered and instruct that person to tender on your behalf. If you wish to tender in the Exchange Offers on your own behalf, prior to completing and executing the letter of transmittal and delivering your Old Notes, you must either make appropriate arrangements to register ownership of the Old Notes in your name or obtain a properly completed bond power from the person in whose name the Old Notes are registered.
Material Federal Income Tax Considerations	The exchange of Old Notes for the applicable Exchange Notes in the Exchange Offers will not be a taxable transaction for United States federal income tax purposes. See the discussion in the section entitled "Material Federal Income Tax Considerations" for more information regarding the tax consequences to you of the Exchange Offers.
Regulatory Requirements	Following the effectiveness of the registration statement covering the Exchange Offers by the SEC, no material federal or state regulatory requirement must be complied with in connection with the Exchange Offers.
Use of Proceeds	We will not receive any proceeds from the Exchange Offers.

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Exchange Agent	Wilmington Trust, National Association is the exchange agent for each of the Exchange Offers. You can find the address and telephone number of the exchange agent below in the section entitled "The Exchange Offers—Exchange Agent."
Resales	Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the Exchange Notes you receive in the Exchange Offers may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you will not be able to freely transfer the Exchange Notes if:
	• you are our "affiliate," as defined in Rule 405 under the Securities Act;
	• you are not acquiring the Exchange Notes in the Exchange Offers in the ordinary course of your business; or
	• you are engaged in or intend to engage in, or have an arrangement or understanding with any person to participate in, the distribution, as defined in the Securities Act, of the Exchange Notes you will receive in the Exchange Offers.
	If any of the statements above are not true, you cannot rely on the position of the SEC staff described above and you must, therefore, comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes, unless an exemption from these requirements is available to you. If you transfer any Exchange Notes without delivering a prospectus that meets the requirements of the Securities Act or without an exemption from registration of your Exchange Notes from those requirements, you may incur liability under the Securities Act. We will not assume or indemnify you against that liability. In addition, the SEC has not considered the Exchange Offers in the context of its interpretive letters and we cannot be sure that the staff of the SEC would make a similar determination with respect to the Exchange Offers as in such other circumstances.
Broker-Dealer	Each broker-dealer that receives Exchange Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See "Plan of Distribution."

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Consequences of Not Exchanging Old Notes	If you do not exchange your Old Notes in the applicable Exchange Offer, your Old Notes will continue to be subject to restrictions on transfer. In general, you may offer or sell your Old Notes only:
	• if they are registered under the Securities Act and applicable state securities laws;
	• if they are offered and sold under an exemption from registration under the Securities Act and applicable state securities laws; or
	• if they are offered and sold in a transaction not subject to the Securities Act and applicable state securities laws.
	We do not intend to register the Old Notes under the Securities Act, and holders of Old Notes that do not exchange Old Notes for the applicable Exchange Notes in the Exchange Offers will no longer have registration rights with respect to such Old Notes, except in the limited circumstances provided in the Registration Rights Agreement. Under some circumstances, however, holders of Old Notes, including holders who are not permitted to participate in the Exchange Offers or who may not freely resell Exchange Notes received in the applicable Exchange Offer, may require us to file, and to cause to become effective, a shelf registration statement covering resales of Old Notes by these holders. For more information regarding the consequences of not tendering your Old Notes and our obligation to file a shelf registration statement, see the sections entitled "The Exchange Offers—Consequences of Exchanging or Failing to Exchange Old Notes" and "Description of the 2019 Exchange Notes—Principal, Maturity and Interest," "Description of the 2022 Exchange Notes—Principal, Maturity and Interest" and "Description of the 2024 Exchange Notes—Principal, Maturity and Interest."

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SUMMARY DESCRIPTION OF THE EXCHANGE NOTES

The terms of the Exchange Notes and those of the outstanding applicable Old Notes are substantially identical, except that the transfer restrictions and registration rights relating to the Old Notes do not apply to the applicable Exchange Notes. For a more detailed description of the Exchange Notes, see the sections entitled "Description of the 2019 Exchange Notes," "Description of the 2022 Exchange Notes" and "Description of the 2024 Exchange Notes."

Issuer	Dynegy Inc.
Securities Offered	2019 Exchange Notes:    up to $2,100 million aggregate principal amount of 6.75% Senior Notes due 2019.
	2022 Exchange Notes:    up to $1,750 million aggregate principal amount of 7.375% Senior Notes due 2022.
	2024 Exchange Notes:    up to $1,250 million aggregate principal amount of 7.625% Senior Notes due 2024.
Maturity Date	2019 Exchange Notes:    November 1, 2019.
	2022 Exchange Notes:    November 1, 2022.
	2024 Exchange Notes:    November 1, 2024.
Interest Payment Dates	2019 Exchange Notes:    May 1 and November 1 of each year.
	2022 Exchange Notes:    May 1 and November 1 of each year.
	2024 Exchange Notes:    May 1 and November 1 of each year.
	The Exchange Notes will accrue interest from and including the last interest payment date on which interest has been paid on the applicable Old Notes and, if no interest has been paid, the Exchange Notes will accrue interest since the issue date of the applicable Old Notes.
Guarantees	The Exchange Notes will be jointly and severally guaranteed by each of our current and future wholly-owned domestic subsidiaries that from time to time is a borrower or guarantor under our Credit Agreement. See "Description of the 2019 Exchange Notes—2019 Notes Subsidiary Guarantees," "Description of the 2022 Exchange Notes—2022 Notes Subsidiary Guarantees" and "Description of the 2024 Exchange Notes—2024 Notes Subsidiary Guarantees."
Ranking	The Exchange Notes and the related guarantees will be:
	• our and the Subsidiary Guarantors' general unsecured senior obligations;
	• pari passu in right of payment with all of our and the Subsidiary Guarantors' existing and future senior indebtedness;
	• senior in right of payment to any of our and the Subsidiary Guarantors' subordinated indebtedness;

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	• effectively subordinated to our and the Subsidiary Guarantors' secured indebtedness (including indebtedness under our Credit Agreement), in each case, to the extent of the value of the collateral securing such indebtedness; and
	• structurally subordinated to all indebtedness of our non-guarantor subsidiaries to third parties.
	As of March 31, 2015, we had total indebtedness of $7,211 million, consisting of (i) $6,425 million of unsecured indebtedness, $825 million of which resides within our Genco subsidiary and (ii) $786 million of secured indebtedness. In addition, as of March 31, 2015, there were approximately $183 million in letters of credit issued under our revolving credit facility, which excludes the revolving facility at Illinois Power Marketing Company ("IPM").
Form and Denomination	The Exchange Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Optional Redemption	2019 Exchange Notes:    We may redeem any of the 2019 Exchange Notes beginning on May 1, 2017, at the redemption prices set forth in this prospectus. We may also redeem any of the 2019 Exchange Notes at any time prior to May 1, 2017, at a price equal to 100% of the aggregate principal amount thereof plus a "make-whole" premium and accrued and unpaid interest, if any, to but excluding the redemption date. Prior to May 1, 2017, we may redeem up to 35% of the aggregate principal amount of the 2019 Exchange Notes with the net cash proceeds of certain equity offerings, at a price equal to 106.75% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the redemption date. See "Description of the 2019 Exchange Notes—Optional Redemption."
	2022 Exchange Notes:    We may redeem any of the 2022 Exchange Notes beginning on November 1, 2018, at the redemption prices set forth in this prospectus. We may also redeem any of the 2022 Exchange Notes at any time prior to November 1, 2018, at a price equal to 100% of the aggregate principal amount thereof plus a "make-whole" premium and accrued and unpaid interest, if any, to but excluding the redemption date. Prior to November 1, 2017, we may redeem up to 35% of the aggregate principal amount of the 2022 Exchange Notes with the net cash proceeds of certain equity offerings, at a price equal to 107.375% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the redemption date. See "Description of the 2022 Exchange Notes—Optional Redemption."

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	2024 Exchange Notes:    We may redeem any of the 2024 Exchange Notes beginning on November 1, 2019, at the redemption prices set forth in this prospectus. We may also redeem any of the 2024 Exchange Notes at any time prior to November 1, 2019, at a price equal to 100% of the aggregate principal amount thereof plus a "make-whole" premium and accrued and unpaid interest, if any, to but excluding the redemption date. Prior to November 1, 2017, we may redeem up to 35% of the aggregate principal amount of the 2024 Exchange Notes with the net cash proceeds of certain equity offerings, at a price equal to 107.625% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to but excluding the redemption date. See "Description of the 2024 Exchange Notes—Optional Redemption."
Change of Control	Upon the occurrence of a change of control, we will be required to offer to purchase each holder's Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the date of purchase. We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a change of control. To the extent that the provisions of any securities laws or regulations conflict with the change of control provisions of the Indentures, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the change of control provisions of the Indentures by virtue of such compliance. For more details, see the sections entitled "Description of the 2019 Exchange Notes—Change of Control," "Description of the 2022 Exchange Notes—Change of Control" and "Description of the 2024 Exchange Notes—Change of Control."
Certain Covenants	The Indentures will, among other things, limit our ability and the ability of the Subsidiary Guarantors to:
	• create liens upon any principal property to secure debt for borrowed money; and
	• consolidate, merge or sell all or substantially all of our assets.
	These covenants are subject to a number of exceptions. See "Description of the 2019 Exchange Notes," "Description of the 2022 Exchange Notes" and "Description of the 2024 Exchange Notes."
No Public Trading Market	The Exchange Notes are a new issue of securities, and there is currently no established trading market for the Exchange Notes. We do not intend to list the Exchange Notes offered hereby on any national securities exchange or to arrange for quotation on any automated dealer quotation systems. We cannot assure you that an active trading market for the Exchange Notes will develop.
Risk Factors	Tendering your Old Notes in the Exchange Offers involves risks. You should carefully consider the information in the section entitled "Risk Factors" in this prospectus.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The selected financial information presented below was derived from, and is qualified by reference to, our audited consolidated financial statements, including the notes thereto, incorporated by reference in this prospectus.

        This information is only a summary. You should read the data set forth in the table below in conjunction with our audited consolidated financial statements, including the notes thereto, and the sections entitled "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, which are incorporated by reference in this prospectus.

        As described in Note 3—Merger and Acquisitions to our consolidated financial statements incorporated by reference in this prospectus, Legacy Dynegy merged with Dynegy Holdings, LLC (formerly known as Dynegy Holdings Inc.) ("DH") on September 30, 2012 (the "Merger"). The accounting treatment of the Merger is reflected as a "reverse recapitalization," whereby DH is the surviving accounting entity for financial reporting purposes. Therefore, our historical results for periods prior to the Merger are the same as DH's historical results.

        As a result of the application of fresh-start accounting as of October 1, 2012, following our reorganization, the financial statements on or prior to October 1, 2012 are not comparable with the financial statements after October 1, 2012. References to "Successor" refer to Dynegy after October 1, 2012, after giving effect to the application of fresh-start accounting. References to "Predecessor" refer to Dynegy on or prior to October 1, 2012. Additionally, on October 1, 2012, Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C. (the "DNE Debtor Entities") did not emerge from bankruptcy; therefore, we deconsolidated our investment in these entities as of October 1, 2012. Accordingly, the results of operations of the DNE Debtor Entities are presented in discontinued operations for all periods presented.

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	Predecessor									Successor
																			Three Months Ended March 31,
	Year Ended December 31,												Year Ended December 31,
							January 1 Through October 1, 2012(2)(3)			October 2 Through December 31, 2012
	2010			2011(1)									2013(4)			2014			2014			2015
																			(unaudited)
	(amounts in millions)									(amounts in millions)
Statement of Operations Data:
Revenues	$	2,059		$	1,333		$	981		$	312		$	1,466		$	2,497		$	762		$	632
Depreciation expense		(397	)		(295	)		(110	)		(45	)		(216	)		(247	)		(67	)		(64	)
Impairment and other charges		(146	)		(5	)		—			—			—			—			—			—
General and administrative expense		(158	)		(102	)		(56	)		(22	)		(97	)		(114	)		(26	)		(30	)
Operating income (loss)		(32	)		(189	)		5			(104	)		(318	)		(19	)		1			(40	)
Bankruptcy reorganization items, net		—			(52	)		1,037			(3	)		(1	)		3			—			—
Interest expense and debt extinguishment costs(5)		(363	)		(369	)		(120	)		(16	)		(108	)		(223	)		(30	)		(136	)
Income tax benefit		194			144			9			—			58			1			(2	)		—
Income (loss) from continuing operations		(259	)		(431	)		130			(113	)		(359	)		(267	)		(37	)		(181	)
Income (loss) from discontinued operations, net of taxes(6)		17			(509	)		(162	)		6			3			—			—			—
Net loss		(242	)		(940	)		(32	)		(107	)		(356	)		(267	)		(37	)		(181	)
Net loss attributable to Dynegy Inc.		(242	)		(940	)		(32	)		(107	)		(356	)		(273	)		(41	)		(180	)
Basic loss per share from continuing operations attributable to Dynegy Inc. common stockholders(7)		N/A			N/A			N/A			(1.13	)		(3.59	)		(2.65	)		(0.41	)		(1.49	)
Basic income per share from discontinued operations attributable to Dynegy Inc. common stockholders(7)		N/A			N/A			N/A			0.06			0.03			—			—			—
Basic loss per share attributable to Dynegy Inc. common stockholders(7)		N/A			N/A			N/A			(1.07	)		(3.56	)		(2.65	)		(0.41	)		(1.49	)
Cash Flow Data:
Net cash provided by (used in) operating activities	$	423		$	(1	)	$	(37	)	$	(44	)	$	175		$	163		$	166		$	(55	)
Net cash provided by (used in) investing activities		(520	)		(229	)		278			265			474			(5,262	)		(17	)		(40	)
Net cash provided by (used in) financing activities		(69	)		375			(184	)		(328	)		(154	)		6,126			4			(41	)
Capital expenditures, acquisitions and investments		(517	)		(21	)		193			(46	)		136			(132	)		(17	)		(40	)

	Predecessor				Successor
	Year Ended December 31,										Three Months Ended March 31,
					Year Ended December 31,
	2010		2011		2012		2013		2014		2014		2015
											(unaudited)
	(amounts in millions)				(amounts in millions)
Balance Sheet Data:
Current assets	$	2,180	$	3,569	$	1,043	$	1,685	$	2,674	$	1,837	$	2,657
Current liabilities		1,562		3,051		347		721		681		827		820
Property, plant and equipment, net		6,273		2,821		3,022		3,315		3,255		3,262		3,227
Total assets		9,949		8,311		4,535		5,291		11,232		5,352		11,215
Notes payable and current portion of long-term debt		148		7		29		13		31		36		8
Long-term debt (excluding current portion)(8)(9)		4,626		1,069		1,386		1,979		7,075		1,970		7,077
Total equity		2,719		32		2,503		2,207		3,023		2,170		2,835

(1)

We completed the transfer by Dynegy Gas Investments, LLC of 100 percent of its outstanding membership interests in Coal Holdco to Legacy Dynegy effective September 1, 2011; therefore, the results of our Coal segment are only included prior to September 1, 2011. Please read "Note 22—Dispositions and Discontinued Operations" to our audited consolidated financial statements incorporated by reference in this prospectus for further discussion.

(2)

We completed the acquisition of Coal Holdco from Legacy Dynegy effective June 5, 2012; therefore, the results of our Coal segment are only included subsequent to June 5, 2012. Please read "Note 3—Merger and Acquisitions—DMG Transfer and

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DMG Acquisition" to our audited consolidated financial statements incorporated by reference in this prospectus for further discussion.

(3)

The results of operations for the Predecessor period January 1, 2012 through October 1, 2012 include the effects of the Joint Chapter 11 Plan of Reorganization, which became effective on October 1, 2012.

(4)

We completed the acquisition of AER and its subsidiaries, Ameren Energy Generating Company, Ameren Energy Fuels and Services Company, New AERG, LLC (successor to Ameren Energy Resources Generating Company) and Ameren Energy Marketing Company from Ameren Corporation effective December 2, 2013; therefore, the results of our IPH segment are only included subsequent to December 2, 2013. Please read "Note 3—Merger and Acquisitions—AER Transaction Agreement" to our audited consolidated financial statements incorporated by reference in this prospectus for further discussion.

(5)

The year ended December 31, 2014 includes $66 million of interest related to the Old Notes issued on October 27, 2014. The years ended December 31, 2013 and 2011 include $11 million and $21 million of debt extinguishment costs, respectively.

(6)

Discontinued operations include the results of operations from the DNE Debtor Entities. Please read "Note 22—Dispositions and Discontinued Operations" to our audited consolidated financial statements incorporated by reference in this prospectus for further discussion of the sale of the Dynegy Northeast Generation, Inc. facilities.

(7)

Although Legacy Dynegy's shares were publicly traded, DH did not have any publicly traded shares prior to the Merger; therefore, no earnings (loss) per share is presented for the Predecessor.

(8)

The year ended December 31, 2014 includes $5.1 billion related to the Old Notes issued on October 27, 2014.

(9)

As a result of the voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code filed by DH and the DNE Debtor Entities on November 7, 2011, we reclassified approximately $3.6 billion in long-term debt to liabilities subject to compromise as of December 31, 2011. These liabilities were settled upon our emergence from bankruptcy on October 1, 2012. Please read "Note 20—Emergence from Bankruptcy and Fresh-Start Accounting" to our audited consolidated financial statements incorporated by reference in this prospectus for further discussion.

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RISK FACTORS

An investment in the Notes involves risk. You should carefully consider the following factors, together with the risks and uncertainties discussed in the section entitled "Cautionary Note Regarding Forward-Looking Statements" and the other information incorporated by reference in this prospectus, including the information included in the section entitled "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and in our Quarterly Report on Form 10-Q for the period ended March 31, 2015. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations. We cannot assure you that any of the events discussed in this prospectus will not occur. If they do, our business, financial condition or results of operations could be materially and adversely affected. In such case, the trading price of our securities, including the Notes, could decline, and you might lose all or part of your investment.

Risks Related to the Acquisitions

The Duke Midwest Assets and the EquiPower Assets have no operating history as stand-alone providers of electric energy, capacity and ancillary services. Therefore, each of the Acquired Entities' historical financial information incorporated by reference into this prospectus do not reflect the results they would have achieved during the periods presented as a stand-alone company and may not be a reliable indicator of their future results.

        The historical financial information incorporated by reference in this prospectus does not reflect the financial condition, results of operations or cash flows the Acquired Entities would have achieved during the periods presented or those results they will achieve in the future as stand-alone providers of electric energy, capacity and ancillary services.

        The audited combined financial statements incorporated by reference in this prospectus have been derived from the books and records of Duke and Duke Energy Ohio, Inc. ("Duke Ohio") on the one hand and ERC and Brayton on the other hand. Preparing these audited combined financial statements required management of Duke and Duke Ohio and ERC and Brayton, as applicable, to assign certain assets, liabilities, revenues and expenses using the historical results of operations and cost basis of the Duke Midwest Assets and EquiPower Assets, respectively, during the periods presented. The financial statements of the Duke Midwest Assets also include income and expense allocations from Duke and its subsidiaries, including Duke Ohio. These assignments are based on certain assumptions, and, as a result, the audited combined financial statements may not reflect what the Acquired Entities' results of operations, financial position or cash flow would have been if they had operated as a stand-alone provider of electric energy, capacity and ancillary services.

The unaudited pro forma condensed combined financial information included and incorporated by reference into this prospectus is presented for illustrative purposes only and does not represent what the financial position or results of operations of Dynegy would have been had the Acquisitions been consummated on the dates assumed for purposes of that pro forma information or the actual financial position or results of operations of Dynegy following the Acquisitions.

        The unaudited pro forma condensed combined financial information included and incorporated by reference into this prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates, is subject to numerous other uncertainties and does not reflect what Dynegy's financial position or results of operations would have been had the Acquisitions been consummated as of the dates assumed for purposes of that pro forma financial information or the financial position or results of operations of Dynegy following the Acquisitions. The pro forma adjustments are based on the preliminary information available at the time they were prepared. For purposes of the unaudited pro forma condensed combined financial information, the estimated Acquisitions consideration has been allocated to the assets acquired and liabilities assumed

15

based on information available to us to estimate fair values. The Acquisitions consideration is allocated among the relative fair values of the assets acquired and liabilities assumed based on their estimated fair values as of the closing date of each Acquisition. Dynegy has not yet completed its analysis of the fair value of these assets and liabilities, as a result the actual amounts recorded may differ materially from the information presented in the unaudited pro forma condensed combined financial information. Additionally, the unaudited pro forma condensed combined financial information does not reflect future costs of any integration activities or benefits from synergies that may be derived from any integration activities nor does it include any other items not expected to have a continuing impact on the consolidated results of operations.

Risks Related to the Exchange Offers and Holding the Exchange Notes

Holders who fail to exchange their Old Notes will continue to be subject to restrictions on transfer and may have reduced liquidity after the Exchange Offers.

        If you do not exchange your Old Notes for Exchange Notes in the applicable Exchange Offer, you will continue to be subject to the restrictions on transfer applicable to the Old Notes. The restrictions on transfer of your Old Notes arise because we issued the Old Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the Old Notes if they are registered under the Securities Act and applicable state securities laws, or offered and sold under an exemption from these requirements. We do not plan to register the Old Notes under the Securities Act. In addition, we have not conditioned the Exchange Offers on receipt of any minimum or maximum principal amount of outstanding Old Notes. As Old Notes are tendered and accepted in the Exchange Offers, the principal amount of remaining Old Notes will decrease. This decrease could reduce the liquidity of the trading market for the Old Notes. We cannot assure you of the liquidity, or even the continuation, of the trading market for the Old Notes following the Exchange Offers.

You must comply with the Exchange Offer procedures in order to receive new, freely tradable Exchange Notes.

        Delivery of Exchange Notes in exchange for applicable Old Notes tendered and accepted for exchange pursuant to the Exchange Offers will be made only after timely receipt by the exchange agent of the following:

•

certificates for Old Notes or a book-entry confirmation of a book-entry transfer of Old Notes into the exchange agent's account at DTC, New York, New York as depository, including an agent's message (as defined herein) if the tendering holder does not deliver a letter of transmittal;

•

a completed and signed letter of transmittal (or facsimile thereof), with any required signature guarantees, or an agent's message in lieu of the letter of transmittal; and

•

any other documents required by the letter of transmittal.

        Therefore, holders of Old Notes who would like to tender Old Notes in exchange for applicable Exchange Notes should be sure to allow enough time for the Old Notes to be delivered on time. We are not required to notify you of defects or irregularities in tenders of Old Notes for exchange. Old Notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the applicable Exchange Offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon consummation of the Exchange Offers, certain registration and other rights under the Registration Rights Agreement will terminate. See "The Exchange Offers—Procedures for Tendering Old Notes" and "The Exchange Offers—Consequences of Exchanging or Failing to Exchange Old Notes."

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If you are a broker-dealer, your ability to transfer the Exchange Notes may be restricted.

        A broker-dealer that purchased the Old Notes for its own account as part of market-making or trading activities must comply with the prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. Our obligation to make this prospectus available to broker-dealers is limited, and, as a result, we cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their Exchange Notes. See "Plan of Distribution."

The Exchange Notes and the guarantees will be unsecured and effectively subordinated to our existing secured indebtedness and any future secured indebtedness.

        The Exchange Notes and the guarantees will be general unsecured senior obligations and will be effectively subordinated to all of our existing and future secured debt and that of each Subsidiary Guarantor, including obligations under the Credit Agreement, to the extent of the value of the collateral securing such debt. If we or a Subsidiary Guarantor are declared bankrupt, become insolvent or are liquidated or reorganized, any of our secured debt or that of a Subsidiary Guarantor will be entitled to be paid in full from our assets or the assets of the Subsidiary Guarantor, as applicable, securing that debt before any payment may be made with respect to the Exchange Notes or the affected guarantees. Holders of the Exchange Notes will participate ratably in our remaining assets with all holders of our unsecured indebtedness that does not rank junior to the Exchange Notes, including holders of our 5.875% Senior Notes due 2023 (the "2023 Notes"), and all of our other general creditors, based upon the respective amounts owed to each holder or creditor. In any of the foregoing events, there may not be sufficient assets to pay amounts due on the Exchange Notes. As a result, holders of the Exchange Notes may receive less, on a ratable basis, than holders of secured indebtedness. See "Summary Description of the Exchange Notes—Ranking."

We may be unable to purchase the Exchange Notes upon a change of control.

        Upon the occurrence of a change of control, you will have the right to require us to repurchase your Exchange Notes at a purchase price in cash equal to 101% of the principal amount of your Exchange Notes plus accrued and unpaid interest, if any, to but excluding the date of purchase. The Credit Agreement contains, and any future credit agreement or other agreements relating to indebtedness to which we become a party may contain, prohibitions of certain events, including events that would constitute a change of control. The exercise by the holders of Exchange Notes of their right to require us to repurchase the Exchange Notes upon a change of control could cause a default under these other agreements, even if the change of control itself is not due to the financial effect of such repurchases on us or otherwise. In the event a change of control occurs at a time when we are prohibited from purchasing Exchange Notes, we could seek the consent of the applicable lenders to the purchase of Exchange Notes or could attempt to refinance the indebtedness that contains such prohibitions. If we do not obtain a consent or repay that indebtedness, we will remain prohibited from purchasing Exchange Notes. Our failure to make the change of control offer or to pay the change of control purchase price when due would result in a default under the Indentures which, in turn, would constitute a default under the Credit Agreement and the documents governing our other indebtedness. In addition, a change of control may result in an event of default under, or require us to purchase, our other existing or future indebtedness. Finally, the change of control feature of the Exchange Notes does not cover all corporate reorganizations, mergers or similar transactions and may not provide you with protection in a highly leveraged transaction. See "Description of the 2019 Exchange Notes—Change of Control," "Description of the 2022 Exchange Notes—Change of Control" and "Description of the 2024 Exchange Notes—Change of Control."

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If an active trading market does not develop for the Exchange Notes you may not be able to resell them.

        The Exchange Notes are a new issue of securities and there is no established trading market for the Exchange Notes. We cannot assure you that an active trading market will develop for the Exchange Notes. If no active trading market develops, you may not be able to resell your Exchange Notes at their fair market value or at all. Future trading prices of the Exchange Notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. We do not intend to apply for listing the Exchange Notes on any securities exchange or for inclusion of the Exchange Notes in any automated quotation system. Historically, the market for non-investment grade debt has been subjected to disruptions that have caused substantial volatility in the prices of securities similar to the Exchange Notes offered hereby. The market for the Exchange Notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your Exchange Notes.

Risks Related to the Exchange Notes

Our indebtedness could adversely affect our ability to raise additional capital to fund our operations. It could also expose us to the risk of increased interest rates and limit our ability to react to changes in the economy or our industry as well as impact our cash available for distribution.

        As of March 31, 2015, we had approximately $7,211 million of total indebtedness and approximately $5,477 million of indebtedness, net of cash. We also have approximately $347 million available, net of letters of credit outstanding, for future borrowings under our current revolving credit facility, which excludes the revolving credit facility at IPM. Our indebtedness could have important negative consequences for our financial condition, including:

•

increasing our vulnerability to general economic and industry conditions;

•

requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

•

limiting our ability to enter into long-term power sales or fuel purchases which require credit support;

•

limiting our ability to fund operations or future acquisitions;

•

restricting our ability to make certain distributions with respect to our capital stock and the ability of our subsidiaries to make certain distributions to us, in light of restricted payment and other financial covenants in our credit facilities and other financing agreements;

•

exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under our revolving credit facility, are at variable rates of interest;

•

limiting our ability to obtain additional financing for working capital including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and

•

limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who may have less debt.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the Indentures and the agreements governing our other indebtedness, including the Credit Agreement, do not fully prohibit us or our subsidiaries from doing so. Additionally, in certain cases, we are permitted to incur other indebtedness which would be effectively senior to the Notes. If new debt is added to current debt levels, the related risks could intensify. See "Description of the 2019 Exchange Notes," "Description of the 2022 Exchange Notes" and "Description of the 2024 Exchange Notes."

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The Credit Agreement contains, and agreements we enter into in the future may contain, covenants that significantly restrict our operations.

        The Credit Agreement contains covenants imposing financial and operating restrictions on our business. These restrictions may affect our ability to operate our business, may limit our ability to take advantage of potential business opportunities as they arise and may adversely affect the conduct of our current business, including restricting our ability to finance future operations and capital needs and limiting our ability to engage in other business activities. These covenants will place restrictions on our ability and the ability of our operating subsidiaries to, among other things:

•

declare or pay dividends, repurchase or redeem stock or make other distributions to stockholders;

•

incur additional debt or issue some types of preferred shares;

•

create liens;

•

make certain restricted investments;

•

enter into transactions with affiliates;

•

enter into any agreements which limit the ability of certain subsidiaries to make dividends or otherwise transfer cash or assets to us or certain other subsidiaries;

•

sell or transfer assets; and

•

consolidate or merge.

        In addition, the Credit Agreement contains a financial covenant, if we have utilized 25% or more of our revolving credit facility under the Credit Agreement, that specifies maximum thresholds for our senior secured leverage ratio (as defined in the Credit Agreement). These restrictions may also limit our ability to obtain future financings, withstand a future downturn in our business or the economy in general, or otherwise conduct necessary corporate activities. We may also be prevented from taking advantage of business opportunities that arise because of the limitations that the restrictive covenants under the Credit Agreement impose on us. Agreements we enter into in the future may also have covenants that restrict our operations.

        A breach of any covenant in the Indentures, the indenture governing the 2023 Notes, the Credit Agreement or the agreements governing our other indebtedness would result in a default under that agreement after any applicable grace periods. A default, if not waived, could result in acceleration of the debt outstanding under such agreement and in a default with respect to, and acceleration of, the debt outstanding under any other debt agreements. The accelerated debt would become immediately due and payable. If that should occur, we may not be able to make all of the required payments or borrow sufficient funds to refinance it. Even if new financing were then available, it may not be on terms that are acceptable to us. See "Description of the 2019 Exchange Notes—Events of Default and Remedies," "Description of the 2022 Exchange Notes—Events of Default and Remedies" and "Description of the 2024 Exchange Notes—Events of Default and Remedies."

The Indentures do not contain financial covenants or meaningful restrictions on us or our subsidiaries.

        Neither we nor any of our subsidiaries are restricted from incurring additional debt or other liabilities under the Indentures. We may from time to time incur additional debt and other liabilities. The Indentures do not require us to achieve or maintain any minimum financial results relating to our financial condition or results of operations. In addition, we are not restricted from paying dividends or making distributions on our capital stock or purchasing or redeeming our capital stock under the Indentures.

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To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the Notes, the 2023 Notes and the Credit Agreement, and to fund planned capital expenditures and other strategic investments will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not generate sufficient cash flow from operations and we cannot assure you that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. If we cannot make scheduled payments on our indebtedness, we will be in default and the holders of each series of the Notes and the 2023 Notes could declare all applicable outstanding principal and interest to be due and payable, the lenders under the Credit Agreement could terminate their commitments to loan money, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. All of these events could result in your losing your investment in the Exchange Notes.

Our ability to refinance the Credit Agreement, the Notes, the 2023 Notes and any other future indebtedness depends on many factors beyond our control.

        We will likely need to refinance all or a portion of our indebtedness on or before maturity. Our ability to refinance the Credit Agreement, the Notes, the 2023 Notes and any other future indebtedness will depend on the condition of the capital markets and our financial condition at such time and could be limited by restrictive covenants in our existing and future debt agreements. We cannot provide assurances that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If refinancing is not available to us, we may not have sufficient cash to enable us to meet all of our obligations, including payments on the Exchange Notes and our other indebtedness.

Your right to receive payments on the Exchange Notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.

        A number of our subsidiaries will not guarantee the Exchange Notes. See "Description of the 2019 Exchange Notes—2019 Notes Subsidiary Guarantees," "Description of the 2022 Exchange Notes—2022 Notes Subsidiary Guarantees" and "Description of the 2024 Exchange Notes—2024 Notes Subsidiary Guarantees." Accordingly, claims of holders of the Exchange Notes will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon liquidation or otherwise, to us or a guarantor of the Exchange Notes. The Indentures will not limit the ability of these subsidiaries to incur certain additional debt or other liabilities. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

A court could cancel the guarantees of the Exchange Notes by our subsidiaries under fraudulent transfer law.

        Each of our current and future wholly-owned domestic restricted subsidiaries that from time to time is a borrower or guarantor under the Credit Agreement will guarantee the Exchange Notes. Although the guarantees provide you with a direct claim against the assets of the Subsidiary Guarantors, under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, in certain circumstances a court could cancel a guarantee and order the return of any payments made thereunder to the Subsidiary Guarantor or to a fund for the benefit of its creditors.

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        A court might take these actions if it found, among other things, that when the Subsidiary Guarantor incurred the debt evidenced by its guarantee of the Exchange Notes (i) it received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee and (ii) any one of the following conditions was satisfied:

•

the Subsidiary Guarantor was insolvent or was rendered insolvent by reason of the incurrence;

•

the Subsidiary Guarantor was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

•

the Subsidiary Guarantor intended to incur, or believed (or reasonably should have believed) that it would incur, debts beyond its ability to pay as those debts matured.

        In applying the above factors, a court would likely find that a Subsidiary Guarantor did not receive fair consideration or reasonably equivalent value for its guarantee, except to the extent that it benefited directly or indirectly from the issuance of the Exchange Notes or the 2023 Notes or borrowing under the Credit Agreement. The determination of whether a Subsidiary Guarantor was or was rendered "insolvent" when it entered into its guarantee will vary depending on the law of the jurisdiction being applied. Generally, an entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than the fair market value of its assets, if the present fair salable value of its assets is less than the amount that will be required to pay its probable liability on its existing debts, including contingent or unliquidated debts, as they become absolute and matured or if it is unable to pay its debts.

        If a court cancelled a Subsidiary Guarantor's guarantee, you would no longer have a claim against that Subsidiary Guarantor or its assets. Our assets and the assets of the remaining Subsidiary Guarantors may not be sufficient to pay amounts then due under the Exchange Notes.

The Exchange Notes will be guaranteed by each of our current and future wholly-owned domestic subsidiaries that is a borrower or guarantor under the Credit Agreement or any indebtedness that refinances the Credit Agreement. If such a subsidiary is released from its guarantee of the Credit Agreement or such other indebtedness, it will automatically be released from its guarantee of the Exchange Notes.

        The Exchange Notes will be guaranteed by each of our current and future wholly-owned domestic subsidiaries that is a borrower or guarantor under the Credit Agreement or any indebtedness that refinances the Credit Agreement. If such a subsidiary is released from its guarantee of the Credit Agreement or such other indebtedness, it will automatically be released from its guarantee of the Exchange Notes without the consent of the holders of the applicable series of Notes. The Credit Agreement provides that a subsidiary guarantee may be released under certain circumstances. For example, the Credit Agreement: (i) permits our Subsidiary Guarantors to enter into certain permitted transactions as a result of which such Subsidiary Guarantor ceases to be a subsidiary and (ii) allows us to designate any of our subsidiaries as an unrestricted subsidiary or excluded project subsidiary, so long as certain conditions are satisfied, the effect of which, in each case, would be to release such subsidiary from its guarantee obligations or to not require a guarantee from such subsidiary. See "Description of the 2019 Exchange Notes—2019 Notes Subsidiary Guarantees," "Description of the 2022 Exchange Notes—2022 Notes Subsidiary Guarantees" and "Description of the 2024 Exchange Notes—2024 Notes Subsidiary Guarantees."

Changes in the public debt ratings of the Exchange Notes may materially and adversely alter the cost and the terms and conditions of our future financings and the value and liquidity of the Exchange Notes.

        The Exchange Notes will be, and any of our future debt instruments may be, publicly rated by Standard & Poor's Ratings Services and Moody's Investors Service, Inc., which are independent rating agencies. These public debt ratings may affect our ability to incur debt in the future. Any future downgrading of ratings assigned to the Notes, the 2023 Notes our other debt instruments or Dynegy by either rating agency may affect the cost and terms and conditions of our future financings and could adversely affect the value and liquidity of the Exchange Notes.

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USE OF PROCEEDS

        We will not receive any proceeds from the Exchange Offers. Any Old Notes that are validly tendered and exchanged pursuant to the applicable Exchange Offer will be retired and cancelled. Accordingly, issuance of the Exchange Notes will not result in any change in our capitalization.

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RATIO OF EARNINGS TO FIXED CHARGES

        The following table presents our ratio of earnings to fixed charges for the historical periods indicated.

	Successor				Predecessor
		Year Ended December 31,				Year Ended December 31,
	Three Months Ended March 31, 2015			October 2 Through December 31, 2012	January 1 Through October 1, 2012
		2014	2013			2011	2010
Ratio of earnings to fixed charges(1)	(2)	(2)	(2)	(2)	2.13	(2)	(2)

(1)

For purposes of computing the ratio of earnings to fixed charges, "earnings" are defined as pre-tax income from continuing operations before adjustment for earnings from equity investments plus fixed charges. "Fixed charges" consist of interest, whether capitalized or expensed, amortization of debt expense and the estimated interest component of rent expense.

(2)

For the three months ended March 31, 2015, the years ended December 31, 2014 and 2013, the period from October 2 through December 31, 2012 and the years ended December 31, 2011 and 2010 earnings were insufficient to cover fixed charges by $183 million, $283 million, $419 million, $113 million, $587 million and $406 million, respectively.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following unaudited pro forma condensed combined financial information (the "Pro Forma Financial Information") sets forth selected historical consolidated financial information for Dynegy. The historical data provided for the year ended December 31, 2014 and as of and for the three months ended March 31, 2015 are derived from our audited annual consolidated financial statements and unaudited interim consolidated financial statements.

        The unaudited pro forma condensed combined statements of operations are presented for the fiscal year ended December 31, 2014 and for the three months ended March 31, 2015. The unaudited pro forma condensed combined balance sheet is presented as of March 31, 2015. The Pro Forma Financial Information is provided for informational and illustrative purposes only and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes in Dynegy's Annual Report on Form 10-K for the year ended December 31, 2014, Dynegy's Quarterly Report on Form 10-Q for the three months ended March 31, 2015, in addition to the financial statements of the Duke Midwest Generation Business, and the combined financial statements of EquiPower and its subsidiaries and Brayton and its subsidiary for the same periods, as included in Dynegy's Current Report on Form 8-K filed on May 18, 2015.

        The pro forma adjustments, as described in the notes to the unaudited pro forma condensed combined financial statements, are based on currently available information. Management believes such adjustments are reasonable, factually supportable and directly attributable to the events and transactions described below. Dynegy's consolidated financial statements as of and for the three months ended March 31, 2015, and for the year ended December 31, 2014, reflect the Equity Offerings and the Debt Issuance as described below. The unaudited pro forma condensed combined balance sheet reflects the impact of the Acquisitions (described below) as if they had been completed on March 31, 2015. The unaudited pro forma condensed combined statements of operations give effect to the events and transactions below as if they had been completed on January 1, 2014, and only include adjustments which have an ongoing impact. The Pro Forma Financial Information does not purport to represent what our actual consolidated results of operations or financial position would have been had the events and transactions occurred on the dates assumed, nor is it necessarily indicative of our future financial condition or consolidated results of operations.

•

Common Stock Offering.  We conducted a $698 million public offering of our common stock on October 14, 2014. In addition, $47 million of common stock was purchased by the underwriters upon exercise of the Underwriters' Option in November 2014 (together, the "Common Stock Offering").

•

Mandatory Convertible Preferred Stock Offering.  We conducted a $400 million public offering of our Series A Mandatory Convertible Preferred Stock on October 14, 2014 (the "Mandatory Convertible Preferred Stock" and combined with the Common Stock Offering, the "Equity Offerings"). The proceeds of the Equity Offerings were used to fund a portion of the Duke Midwest Acquisition and a portion of the EquiPower Acquisition (as described below).

•

Debt Financing.  On October 27, 2014, we issued $5.1 billion in aggregate principal amount of unsecured debt at a weighted average interest rate of 7.18% (the "Debt Issuance" or the "Debt" and, together with the Bridge Financing Agreement, the "Debt Financing"). Approximately $2 billion of the Debt was issued by Dynegy Finance I, Inc. (the "Duke Escrow Issuer"), the proceeds of which were deposited into an escrow account used to finance a portion of the Duke Midwest Acquisition (as described below). Approximately $3.1 billion of the Debt was issued by Dynegy Finance II, Inc. (the "EquiPower Escrow Issuer"), the proceeds of which were deposited into an escrow account used to finance a portion of the EquiPower Acquisition. Concurrent with

24

the closing of each of the Acquisitions (as described below), the Escrow Issuers merged with and into Dynegy, and Dynegy became the obligor on the Debt issued by the each Escrow Issuer.

•

EquiPower Acquisition.  As previously disclosed in our Current Reports on Form 8-K, filed on August 26, 2014 and April 7, 2015, our wholly-owned subsidiaries, Dynegy Resource II, LLC and Dynegy Resource III, LLC each entered into an agreement, dated as of August 21, 2014, as amended (collectively, the "EquiPower Purchase Agreement"), with Energy Capital Partners, LP and certain of its subsidiaries and related entities. On April 1, 2015, pursuant to the EquiPower Purchase Agreement, we acquired all of the outstanding membership interests of EquiPower Resources Corp. ("ERC") and Brayton Point Holdings, LLC ("Brayton") for a purchase price of $3.35 billion in cash and $100 million of our common stock, subject to certain adjustments (the "EquiPower Acquisition"). The EquiPower Acquisition is treated as a purchase of stock for tax purposes.

•

Duke Midwest Acquisition.  As previously disclosed in our Current Reports on Form 8-K, filed on August 26, 2014 and April 8, 2015, our wholly-owned subsidiary, Dynegy Resource I, LLC, entered into a Purchase and Sale Agreement, dated as of August 21, 2014, as amended (the "Duke Midwest Purchase Agreement"), with Duke Energy Corporation ("Duke") and certain of Duke's subsidiaries. On April 2, 2015, pursuant to the Duke Midwest Purchase Agreement, we acquired certain of Duke's facilities located in the Midwest and its related retail business for a purchase price of $2.8 billion in cash, subject to certain adjustments (the "Duke Midwest Acquisition" and, together with the EquiPower Acquisition, the "Acquisitions"). The Duke Midwest Acquisition is treated as an asset acquisition for tax purposes.

        In addition, Dynegy executed revolvers with a consortium of banks (the "Revolver") upon the closings of the Acquisitions, which expanded the credit available to us by $950 million ($600 million for the Duke Midwest Acquisition and $350 million for the EquiPower Acquisition).

        The unaudited pro forma condensed combined financial data has been prepared using the acquisition method of accounting for business combinations under U.S. GAAP, whereby we are required to record the assets acquired and liabilities assumed in the Acquisitions at their estimated fair values as of the closing date of each Acquisition. We have not yet completed our analysis of the fair value of these assets and liabilities given the complexities inherent in the valuation; therefore, the purchase price allocation used in the preparation of the unaudited pro forma combined financial statements included herein should be considered preliminary. Actual results could vary materially from the Pro Forma Financial Information. In addition, the adjustments related to the Acquisitions do not reflect any of the synergies and cost reductions that may result.

25

DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

	As of March 31, 2015
	Dynegy As Reported		Debt Financing and Revolver			Duke Midwest Acquisition			EquiPower Acquisition			Dynegy Pro Forma As Adjusted
	($ in millions)
ASSETS
Current Assets
Cash and cash equivalents	$	1,734	$	5,288	(a)	$	(2,792	)(d)	$	(3,297	)(l)	$	933
Restricted cash		205		(205	)(b)		—	(e)		—	(m)		—
Accounts receivable, net		268		—			142	(e)		55	(e)		465
Inventory		224		—			137	(f)		147	(n)		508
Assets from risk management activities		80		—			14	(e)		7	(e)		101
Intangible assets		25		—			—	(g)		—	(g)		25
Prepayments and other current assets		121		—			89	(h)		36	(o)		246
Total Current Assets		2,657		5,083			(2,410	)		(3,052	)		2,278
Property, plant, and equipment, net		3,227		—			2,571	(i)		4,404	(p)		10,202
Restricted cash		5,100		(5,100	)(b)		—	(e)		—	(e)		—
Unconsolidated investment		—		—			—	(e)		154	(e)		154
Assets from risk management activities		4		—			14	(e)		—	(e)		18
Intangible assets		33		—			—	(e)		—	(e)		33
Goodwill		—		—			—	(e)		—	(q)		—
Deferred income taxes		32		—			—	(e)		(32	)(r)		—
Other long-term assets		162		17	(c)		16	(e)		45	(s)		240
Total Assets	$	11,215	$	—		$	191		$	1,519		$	12,925
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	248	$	—		$	99	(e)	$	56	(e)	$	403
Accrued interest		184		—			—	(e)		—	(e)		184
Deferred income taxes		32		—			—	(e)		(32	)(r)		—
Intangible liabilities		39		—			—	(e)		—	(e)		39
Accrued liabilities and other current liabilities		198		—			51	(j)		52	(t)		301
Liabilities from risk management activities		111		—			9	(e)		48	(e)		168
Debt, current portion		8		—			—	(e)		—	(u)		8
Total Current Liabilities		820		—			159			124			1,103
Debt, long-term portion		7,077		—			—	(e)		—	(v)		7,077
Other Liabilities
Liabilities from risk management activities		36		—			13	(e)		26	(e)		75
Asset retirement obligations		211		—			4	(e)		55	(e)		270
Other long-term liabilities		236		—			15	(k)		32	(w)		283
Total Liabilities		8,380		—			191			237			8,808
Commitments and contingencies
Total Equity		2,835		—			—			1,282	(x)		4,117
Total Liabilities and Equity	$	11,215	$	—		$	191		$	1,519		$	12,925

26

DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

	Three Months Ended March 31, 2015
	Dynegy As Reported			Debt Financing, Revolver, and Equity Offerings			Duke Midwest Acquisition			EquiPower Acquisition			Dynegy Pro Forma As Adjusted
	($ in millions, except per share amounts)
Revenues	$	632		$	—		$	543	(cc)	$	464	(cc)	$	1,639
Cost of sales, excluding depreciation expense		(377	)		—			(286	)(cc)		(298	)(cc)		(961	)
Gross margin		255			—			257			166			678
Operating and maintenance expense		(111	)		—			(67	)(aa)		(51	)(gg)		(229	)
Depreciation and amortization expense		(64	)		—			(26	)(bb)		(44	)(hh)		(134	)
Gain on sale of assets, net		—			—			4	(cc)		—	(cc)		4
General and administrative expense		(30	)		—			(9	)(dd)		—	(cc)		(39	)
Acquisition and integration costs		(90	)		—			41	(ee)		41	(ee)		(8	)
Operating income (loss)		(40	)		—			200			112			272
Earnings from unconsolidated investments		—			—			—			2	(cc)		2
Interest expense		(136	)		(5	)(y)		—			(1	)(ii)		(142	)
Other income and expense, net		(5	)		—			1	(cc)		—	(cc)		(4	)
Income (loss) before income taxes		(181	)		(5	)		201			113			128
Income tax benefit (expense)		—			—	(z)		—	(ff)		—	(jj)		—
Net income (loss)		(181	)		(5	)		201			113			128
Less: Net loss attributable to noncontrolling interest		(1	)		—			—	(cc)		—	(cc)		(1	)
Net income (loss) attributable to Dynegy Inc.		(180	)		(5	)		201			113			129
Less: Dividends on preferred stock		5			—			—			—			5
Net income (loss) attributable to Dynegy Inc. common stockholders	$	(185	)	$	(5	)	$	201		$	113		$	124
Basic and diluted loss per share attributable to Dynegy Inc. common stockholders	$	(1.49	)										$	0.98
Basic and diluted shares outstanding		124												127	(kk)

27

DYNEGY INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

	Year Ended December 31, 2014
	Dynegy As Reported			Debt Financing, Revolver, and Equity Offerings			Duke Midwest Acquisition			EquiPower Acquisition			Dynegy Pro Forma As Adjusted
	($ in millions, except per share amounts)
Revenues	$	2,497		$	—		$	1,715	(oo)	$	1,465	(cc)	$	5,677
Cost of sales, excluding depreciation expense		(1,661	)		—			(1,309	)(pp)		(848	)(cc)		(3,818	)
Gross margin		836			—			406			617			1,859
Operating and maintenance expense		(477	)		—			(298	)(qq)		(206	)(ww)		(981	)
Depreciation and amortization expense		(247	)		—			(103	)(rr)		(176	)(xx)		(526	)
Gain on sale of assets, net		18			—			2	(cc)		—	(cc)		20
General and administrative expense		(114	)		—			(65	)(ss)		—	(cc)		(179	)
Acquisition and integration costs		(35	)		—			6	(tt)		5	(tt)		(24	)
Operating income (loss)		(19	)		—			(52	)		240			169
Bankruptcy reorganization items, net		3			—			—			—			3
Earnings from unconsolidated investments		10			—			—			13	(cc)		23
Interest expense		(223	)		(325	)(ll)		—	(uu)		(3	)(yy)		(551	)
Other income and expense, net		(39	)		—			1	(cc)		—	(cc)		(38	)
Income (loss) from continuing operations before income taxes		(268	)		(325	)		(51	)		250			(394	)
Income tax benefit (expense)		1			—	(mm)		—	(vv)		—	(zz)		1
Net income (loss)		(267	)		(325	)		(51	)		250			(393	)
Less: Net income attributable to noncontrolling interest		6			—			—	(cc)		—	(cc)		6
Net income (loss) attributable to Dynegy Inc.		(273	)		(325	)		(51	)		250			(399	)
Less: Preferred stock dividends		5			17	(nn)		—			—			22
Net income (loss) attributable to Dynegy Inc. common stockholders	$	(278	)	$	(342	)	$	(51	)	$	250		$	(421	)
Basic and diluted loss per share attributable to Dynegy Inc. common stockholders	$	(2.65	)										$	(3.31	)
Basic and diluted shares outstanding		105												127	(aaa)

28

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

a)

Includes the following:

•

Long-term Restricted cash of $5.1 billion and current Restricted cash of $205 million reclassified to Cash and cash equivalents to fund a portion of the Acquisitions per the terms of the Debt Issuance;

•

Less a $17 million fee for executing the Revolver.

b)

Reflects the release of long-term and current Restricted cash, as discussed in (a) above.

c)

Includes $17 million fee for executing the Revolver, as discussed in (a) above, which is capitalized within Other long-term assets.

d)

Includes the following:

•

The preliminary cash consideration of $2.8 billion paid for the Duke Midwest Acquisition;

•

Plus a preliminary working capital adjustment of $7 million, which will be subject to final working capital and other adjustments;

•

Less a preliminary capital expenditures difference of $15 million which will be subject to final capital expenditure adjustments.

e)

Reflects certain historical balances of the applicable Acquisitions, which approximate fair value as of March 31, 2015.

f)

Includes historical Inventory of $116 million plus an adjustment to reclassify $21 million of emission allowances and renewable energy credits to Inventory to conform to Dynegy's accounting policies.

g)

Reflects historical Intangible assets of $21 million for Duke Midwest and $50 million for EquiPower, consisting of emissions allowances and renewable energy credits, reclassified to Inventory, as discussed in (f) above and in (n) below.

h)

Includes historical Collateral assets of $69 million, current deferred tax assets of $10 million and Other current assets of $20 million less a removal of $10 million of Deferred tax assets that were eliminated as the Duke Midwest Acquisition is an asset acquisition for tax purposes.

i)

Includes historical Property, plant and equipment, net of approximately $3.33 billion less an adjustment to decrease Property, plant and equipment, net by $760 million to reflect the estimated fair value.

j)

Includes historical non-income Taxes accrued of $42 million and Other current liabilities of $9 million.

k)

Includes historical Deferred tax liabilities of $763 million and Other long-term liabilities of $15 million less a removal of $763 million of Deferred tax liabilities that were eliminated as the Duke Midwest Acquisition is an asset acquisition for tax purposes.

l)

Includes the following:

•

The preliminary cash consideration of $3.35 billion paid for the EquiPower Acquisition;

•

Plus a preliminary working capital adjustment of $217 million, which will be subject to final working capital and other adjustments;

•

Less an increase to Cash and cash equivalents due to restricted balances of $77 million becoming unrestricted as a result of the EquiPower Acquisition;

29

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

•

Less historical Cash of $193 million.

m)

Includes historical Restricted cash of $77 million adjusted to reclassify the balance to Cash and cash equivalents as a result of the restricted balance becoming unrestricted due to the EquiPower Acquisition, as discussed in (l) above.

n)

Includes historical Inventory of $97 million plus a reclassification of $50 million of emission allowances to Inventory to conform to Dynegy's accounting policies.

o)

Includes historical Special deposits of $19 million and Prepayments of $13 million plus Dynegy's reestablished post-acquisition tax position which resulted in a $4 million increase to current deferred tax assets and noncurrent deferred tax liabilities, as discussed in (w) below.

p)

Includes historical Property, plant and equipment, net of $1.68 billion plus an adjustment to increase Property, plant and equipment, net by $2.72 billion to reflect the estimated fair value.

q)

Includes historical Goodwill of $102 million adjusted to zero to reflect the impact of the purchase price allocation.

r)

Reflects the removal of Dynegy's pre-acquisition tax position which resulted in a $32 million decrease in noncurrent deferred tax assets and current deferred tax liabilities.

s)

Includes historical Prepaid major maintenance of $34 million, Other assets of $11 million and Deferred financing costs of $28 million adjusted to zero to reflect the impact of the purchase price allocation.

t)

Includes historical Inventory financing facility of $39 million, Other liabilities of $13 million and current deferred tax liabilities of $25 million less an adjustment to remove EquiPower's historical deferred income tax liabilities of $25 million.

u)

Includes the historical current portion of Debt of $254 million adjusted to zero as it was excluded from the EquiPower Acquisition.

v)

Includes historical long-term portion of Debt of $1.2 billion adjusted to zero as it was excluded from the EquiPower Acquisition.

w)

Includes the following:

•

EquiPower's historical noncurrent deferred tax liabilities of $116 million and Other long-term liabilities of $28 million;

•

Less an adjustment to remove EquiPower's historical noncurrent deferred tax liabilities of $116 million;

•

Plus an increase to noncurrent deferred tax liabilities of $1.2 billion as part of the purchase price allocation;

•

Less a release of $1.2 billion of the deferred tax valuation allowance at Dynegy Inc., which is recorded as a non-recurring increase to income;

•

Plus Dynegy's reestablished post-acquisition tax position which resulted in a $4 million increase to noncurrent deferred tax liabilities and current deferred tax assets, as discussed in (o) above.

x)

Includes the following:

•

A release of $1.2 billion of the deferred tax valuation allowance discussed in (w), above;

30

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

•

Plus an issuance of $100 million of stock as part of the consideration paid for the EquiPower Acquisition;

y)

Includes the following:

•

An adjustment to reflect $3 million of the annual fee related to the letters of credit outstanding;

•

Plus an adjustment to reflect a $2 million increase in amortization expense related to the deferred financing costs.

z)

Represents the income tax benefit related to the Debt Financing and the elimination of the income tax benefit related to the Debt Financing. Dynegy has not determined that it will have sufficient taxable income in the foreseeable future; therefore it does not estimate that it would be able to realize the tax benefit.

aa)

Includes the following:

•

Historical Operating and maintenance expense of $69 million and Property and other taxes of $7 million;

•

Less an adjustment to reflect a $9 million reclassification to General and administrative expense to conform to Dynegy's accounting policies.

bb)

Includes historical Depreciation and amortization expense of $40 million less an adjustment to reflect a $14 million decrease in depreciation expense as a result of the fair value adjustment to net property, plant and equipment, using the straight-line method of depreciation and estimated remaining useful lives of 25 years.

cc)

Reflects the historical amount of the applicable acquisition.

dd)

Reflects an adjustment to reclassify $9 million from Operating and maintenance expense to conform to Dynegy's accounting policies.

ee)

Reflects an adjustment to remove one-time costs related to the applicable acquisition.

ff)

Includes historical Income tax benefit of $48 million adjusted to zero. We maintain a valuation allowance against our deferred tax assets as there is not sufficient evidence to overcome our historical cumulative losses to conclude that it is more-likely-than-not our net deferred tax assets can be realized in the future. Therefore we do not estimate that we will be able to realize the tax benefit.

gg)

Includes historical Operating and maintenance expense of $46 million and Taxes other than income taxes of $5 million.

hh)

Includes historical Depreciation and amortization expense of $26 million plus an adjustment to reflect an $18 million increase in depreciation expense as a result of the fair value adjustment to net property, plant and equipment, using the straight-line method of depreciation and estimated remaining useful lives of 25 years.

ii)

Includes historical Interest expense of $21 million and mark-to-market on interest rate derivative contracts of $7 million less an adjustment to remove $27 million of interest expense related to historical debt and mark-to-market interest rate swaps, which were not assumed in the EquiPower Acquisition. Remaining amount represents interest expense related to an inventory financing agreement.

31

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

jj)

Includes historical $26 million Income tax expense adjusted to zero as Dynegy expects to utilize its historical net operating losses, and therefore no future tax expense is expected.

kk)

Basic and diluted loss per share includes 124 million fully weighted common shares issued and outstanding as of March 31, 2015 (including 22.5 million and 1.5 million common shares issued for the Common Stock Offering and the exercise of the Underwriters' Option as of January 1, 2014), and 3 million common shares issued for the EquiPower Acquisition. The shares issued for the EquiPower Acquisition are based on the settlement price on March 30, 2015 of $28.90. The conversion of 4 million preferred shares issued as part of the Mandatory Convertible Stock Offering would result in an additional 12.9 million common shares outstanding; however, no adjustment for these shares is reflected in the Pro Forma Financial Information diluted earnings per share calculations as it is antidilutive.

ll)

Includes the following:

•

An adjustment to reflect an additional $300 million in interest expense related to the $5.1 billion Debt Issuance at a weighted average interest rate of 7.18% for an entire year. The historical Dynegy statement of operations includes $66 million of expense related to the Debt Issuance;

•

Plus an adjustment to reflect $2 million of the annual fee related to the unused portion of the Revolver;

•

Plus an adjustment to reflect $11 million of the annual fee related to the letters of credit outstanding;

•

Plus an adjustment to reflect a $12 million increase in amortization expense related to the deferred financing costs.

mm)

Represents the income tax benefit related to the Debt Financing and the elimination of the income tax benefit related to the Debt Financing. We maintain a valuation allowance against our deferred tax assets as there is not sufficient evidence to overcome our historical cumulative losses to conclude that it is more-likely-than-not our net deferred tax assets can be realized in the future. Therefore we do not estimate that we will be able to realize the tax benefit.

nn)

An adjustment to reflect dividends related to the $400 million Mandatory Convertible Preferred Stock, at a coupon rate of 5.38%; dividends are paid quarterly.

oo)

Includes historical Revenues of $1.77 billion and an adjustment to remove $54 million of revenue related to the Beckjord facility (disposed of during the fourth quarter 2014), which was excluded from the Duke Midwest Acquisition.

pp)

Includes historical Cost of sales of approximately $1.33 billion and an adjustment to remove $24 million of cost of sales related to the Beckjord facility (disposed of during the fourth quarter 2014), which was excluded from the Duke Midwest Acquisition.

qq)

Includes the following:

•

Historical Operating and maintenance expense of $348 million and Property and other taxes of $34 million;

•

Less an adjustment to reflect a $65 million reclassification to General and administrative expense to conform to Dynegy's accounting policies;

32

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

•

Less an adjustment to remove $19 million of operating and maintenance expense related to the Beckjord facility (disposed of during the fourth quarter 2014), which was excluded from the Duke Midwest Acquisition.

rr)

Includes historical Depreciation and amortization expense of $151 million less an adjustment to reflect a $48 million decrease in depreciation expense as a result of the fair value adjustment to net property, plant and equipment, using the straight-line method of depreciation and estimated remaining useful lives of 25 years.

ss)

Reflects an adjustment to reclassify $65 million from Operating and maintenance expense to conform to Dynegy's accounting policies.

tt)

Reflects an adjustment to remove one-time costs related to the applicable acquisition.

uu)

Includes historical Interest expense of $4 million adjusted to zero as the historical debt was settled prior to the Duke Midwest Acquisition.

vv)

Includes historical Income tax benefit of $35 million adjusted to zero. Dynegy has not determined that it will have sufficient taxable income in the foreseeable future; therefore it does not estimate that it would be able to realize the tax benefit.

ww)

Includes historical Operating and maintenance expense of $195 million and Taxes other than income taxes of $11 million.

xx)

Includes historical Depreciation and amortization expense of $89 million plus an adjustment to reflect an $87 million increase in depreciation expense as a result of the fair value adjustment to net property, plant and equipment, using the straight-line method of depreciation and estimated remaining useful lives of 25 years.

yy)

Includes historical Interest expense of $86 million and mark-to-market on interest rate derivative contracts of $7 million less an adjustment to remove $90 million of interest expense related to historical debt and mark-to-market interest rate swaps, which were not assumed in the EquiPower Acquisition. Remaining amount represents interest expense on an inventory financing agreement.

zz)

Includes historical $91 million Income tax expense adjusted to zero as Dynegy expects to utilize its historical net operating losses, and therefore no future tax expense is expected.

aaa)

Basic and diluted loss per share includes 124 million common shares issued and outstanding as of December 31, 2014 (including 22.5 million and 1.5 million common shares issued for the Common Stock Offering and the exercise of the Underwriters' Option as of January 1, 2014), and 3 million common shares issued for the EquiPower Acquisition. The shares issued for the EquiPower Acquisition are based on the settlement price on March 30, 2015 of $28.90. The conversion of 4 million preferred shares issued as part of the Mandatory Convertible Stock Offering would result in an additional 12.9 million common shares outstanding; however, no adjustment for these shares is reflected in the Pro Forma Financial Information diluted earnings per share calculations as it is antidilutive.

33

THE EXCHANGE OFFERS

Terms of the Exchange Offers; Period for Tendering Old Notes

        Subject to terms and conditions detailed in this prospectus, we will accept for exchange Old Notes which are validly tendered on or prior to the Expiration Date and not validly withdrawn as permitted below. We may, however, in our sole discretion, extend the period of time during which one or more of the Exchange Offers are open. The term "Expiration Date" means the latest time and date to which the applicable Exchange Offer is extended.

        As of the date of this prospectus, (i) $2,100 million in aggregate principal amount of 2019 Old Notes, (ii) $1,750 million in aggregate principal amount of 2022 Old Notes and (iii) $1,250 million in aggregate principal amount of 2024 Old Notes are outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about the date hereof, to all holders of Old Notes known to us.

        We expressly reserve the right, at any time, to extend the period of time during which the Exchange Offers are open, and delay acceptance for exchange of the applicable Old Notes, by giving oral or written notice of such extension to the holders thereof as described below. During any such extension, all applicable Old Notes previously tendered will remain subject to the Exchange Offers and may be accepted for exchange by us. Any Old Notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the Expiration Date or termination of the Exchange Offers, as applicable.

        Old Notes tendered in the Exchange Offers must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof; provided that the untendered portion of an Old Note or the portion thereof not accepted for exchange must be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

        We expressly reserve the right to amend or terminate the Exchange Offers, and not to accept for exchange any Old Notes, upon the occurrence of any of the conditions of the Exchange Offers specified in the section entitled "Summary—Conditions to the Exchange Offers;" provided, however, that if we amend any of the Exchange Offers to make a material change, including the waiver of a material condition, we will extend such Exchange Offer, if necessary, to keep the applicable Exchange Offer open for at least five business days after such amendment or waiver is published, sent or given to the holders of the applicable Old Notes. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the applicable Old Notes as promptly as practicable. Such notice, in the case of any extension, will be issued by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date for such Exchange Offer.

Procedures for Tendering Old Notes

        The tender to us of Old Notes by you as set forth below and our acceptance of the Old Notes will constitute a binding agreement between us and you upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. Except as set forth below, to tender Old Notes for exchange pursuant to the applicable Exchange Offer, you must transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal or, in the case of a book-entry transfer, an agent's message in lieu of such letter of transmittal, to Wilmington Trust, National Association, as exchange agent, at the address set forth in the section entitled "—Exchange Agent" on or prior to the Expiration Date. In addition, either:

•

certificates for such Old Notes must be received by the exchange agent along with the letter of transmittal; or

34

•

a timely confirmation of a book-entry transfer (a "book-entry confirmation") of such Old Notes, if such procedure is available, into the exchange agent's account at DTC pursuant to the procedure for book-entry transfer must be received by the exchange agent, prior to the Expiration Date, with the letter of transmittal or an agent's message in lieu of such letter of transmittal.

        The term "agent's message" means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce such letter of transmittal against such participant.

        The method of delivery of Old Notes, letters of transmittal and all other required documents is at your election and risk. If such delivery is by mail, it is recommended that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letter of transmittal or Old Notes should be sent to us.

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the Old Notes surrendered for exchange are tendered:

•

by a holder of the Old Notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or

•

for the account of an eligible institution (as defined below).

        In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, such guarantees must be by a firm which is a member of the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange Medallion Program (each such entity being hereinafter referred to as an "eligible institution"). If Old Notes are registered in the name of a person other than the signer of the letter of transmittal, the Old Notes surrendered for exchange must be endorsed by, or be accompanied, by a written instrument or instruments of transfer or exchange, in satisfactory form as we or the exchange agent determine in our sole discretion, duly executed by the registered holders with the signature thereon guaranteed by an eligible institution.

        We, or the exchange agent, in our sole discretion, will make a final and binding determination on all questions as to the validity, form, eligibility (including time of receipt) and acceptance of Old Notes tendered for exchange. We reserve the absolute right to reject any and all tenders of any particular Old Note not validly tendered or to not accept any particular Old Note which acceptance might, in our judgment or our counsel's, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the Exchange Offers as to any particular Old Note either before or after the Expiration Date (including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the Exchange Offers). Our or the exchange agent's interpretation of the term and conditions of the Exchange Offers as to any particular Old Note either before or after the Expiration Date (including the letter of transmittal and the instructions thereto) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes for exchange must be cured within a reasonable period of time, as we determine. We are not, nor is the exchange agent or any other person, under any duty to notify you of any defect or irregularity with respect to your tender of Old Notes for exchange, and no one will be liable for failing to provide such notification.

        If the letter of transmittal is signed by a person or persons other than the registered holder or holders of Old Notes, such Old Notes must be endorsed or accompanied by powers of attorney signed exactly as the name(s) of the registered holder(s) that appear on the Old Notes.

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        If the letter of transmittal or any Old Notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us or the exchange agent, proper evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

        By tendering Old Notes, you represent to us that, among other things, the Exchange Notes acquired pursuant to the Exchange Offers are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the holder and that neither the holder nor such other person has any arrangement or understanding with any person, to participate in the distribution of the Exchange Notes. In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that the holder is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes.

        However, any purchaser of Old Notes who is our affiliate, who intends to participate in the Exchange Offers for the purpose of distributing the Exchange Notes or a broker-dealer that acquired Old Notes in a transaction other than as part of its trading or market-making activities and who has arranged or has an understanding with any person to participate in the distribution of the Old Notes:

•

cannot rely on the applicable interpretations of the staff of the SEC; and

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        Each broker-dealer that receives Exchange Notes for its own account in exchange for Old Notes, where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See "Plan of Distribution." The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Acceptance of Old Notes for Exchange; Delivery of Exchange Notes

        Upon satisfaction or waiver of all of the conditions to the Exchange Offers, we will accept, promptly after the Expiration Date, all Old Notes validly tendered and will issue the Exchange Notes promptly after the Expiration Date. See "Summary—Conditions to the Exchange Offers." For purposes of the Exchange Offers, we will be deemed to have accepted validly tendered Old Notes for exchange if and when we give oral (confirmed in writing) or written notice to the exchange agent.

        The holder of each Old Note accepted for exchange will receive an Exchange Note in the amount equal to the surrendered Old Note. Holders of Exchange Notes will receive interest accruing from the most recent date to which interest has been paid on the Old Notes, unless the record date for the first interest payment date after the consummation of the Exchange Offers preceded such date of consummation, in which case the interest payable on such interest payment date will be paid to the holders of the Old Notes.

        In all cases, issuance of Exchange Notes for Old Notes that are accepted for exchange will be made only after timely receipt by the exchange agent of:

•

certificates for Old Notes or a timely book-entry confirmation of such Old Notes into the exchange agent's account at DTC;

•

a properly completed and duly executed letter of transmittal or an agent's message in lieu thereof; and

•

all other required documents.

36

        If any tendered Old Notes are not accepted for any reason set forth in the terms and conditions of the Exchange Offers or if Old Notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged Old Notes will be returned without expense to the tendering holder (or, in the case of Old Notes tendered by book-entry transfer into the exchange agent's account at DTC pursuant to the book-entry procedures described below, such non-exchanged Old Notes will be credited to an account maintained with DTC promptly after the Expiration Date or termination of the Exchange Offers) promptly after the Expiration Date, as applicable.

Book-Entry Transfers

        For purposes of the Exchange Offers, the exchange agent will request that an account be established with respect to the Old Notes at DTC within two business days after the date of this prospectus, unless the exchange agent has already established an account with DTC suitable for the Exchange Offers. Any financial institution that is a participant in DTC may make book-entry delivery of Old Notes by causing DTC to transfer such Old Notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. Although delivery of Old Notes may be effected through book-entry transfer at DTC, the letter of transmittal or facsimile thereof or an agent's message in lieu thereof, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at the address set forth in the section entitled "—Exchange Agent" on or prior to the Expiration Date.

Withdrawal Rights

        You may validly withdraw your tender of Old Notes at any time prior to the Expiration Date. To be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses set forth in the section entitled "—Exchange Agent." This notice must specify:

•

the name of the person having tendered the Old Notes to be withdrawn;

•

the Old Notes to be withdrawn (including the principal amount of such Old Notes); and

•

where certificates for Old Notes have been transmitted, the name in which such Old Notes are registered, if different from that of the withdrawing holder.

        If certificates for Old Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution, unless such holder is an eligible institution. If Old Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of DTC.

        We, or the exchange agent, in our sole discretion, will make a final and binding determination on all questions as to the validity, form and eligibility (including time of receipt) of such notices. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offers. Any Old Notes tendered for exchange but not exchanged for any reason will be returned to the holder without cost to such holder promptly after the Expiration Date (or, in the case of Old Notes tendered by book-entry transfer into the exchange agent's account at DTC pursuant to the book-entry transfer procedures described above, such Old Notes will be credited to an account maintained with DTC for the Old Notes as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offers). Properly withdrawn Old Notes may be retendered by following one of the procedures described in the section entitled "—Procedures for Tendering Old Notes" above at any time on or prior to the Expiration Date.

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Exchange Agent

        Wilmington Trust, National Association, will be appointed exchange agent for each of the Exchange Offers. Questions and requests for assistance and requests for additional copies of this prospectus or the letter of transmittal should be addressed to the exchange agent as follows:

Registered & Certified Mail:	Regular Mail or Courier:	In Person by Hand Only:
Wilmington Trust, National Association	Wilmington Trust, National Association	Wilmington Trust, National Association
Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attn: Workflow Management—5th Floor	Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attn: Workflow Management—5th Floor	Rodney Square North 1100 North Market Street Wilmington, DE 19890-1626 Attn: Workflow Management—5th Floor
By Telephone: (302) 636-6470
By Facsimile (for Eligible Institutions only): (302) 636-4139
For information: DTC2@wilmingtontrust.com

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF SUCH LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF THE LETTER OF TRANSMITTAL.

Fees and Expenses

        We will pay the exchange agent customary fees for its services, reimburse the exchange agent for its reasonable out-of-pocket expenses incurred in connection with the provision of these services and pay other registration expenses, including fees and expenses of the trustee under the Indentures relating to the Exchange Notes, filing fees, blue sky fees and printing and distribution expenses. We will not make any payment to brokers, dealers or others soliciting acceptances of the Exchange Offers.

        Additional solicitation may be made by telephone, facsimile or in person by our and our affiliates' officers and regular employees.

Accounting Treatment

        We will record the Exchange Notes at the same carrying value as the Old Notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. The expenses of the Exchange Offers will be amortized over the term of the Exchange Notes.

Consequences of Exchanging or Failing to Exchange Old Notes

        If you do not exchange your Old Notes for Exchange Notes in the applicable Exchange Offers, your Old Notes will continue to be subject to the provisions of the Indentures relating to the Exchange Notes regarding transfer and exchange of the Old Notes and the restrictions on transfer applicable to the Old Notes. These transfer restrictions are required because the Old Notes were issued under an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the Old Notes may not be offered or sold unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the Old Notes under

38

the Securities Act. Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the Exchange Notes you receive in the Exchange Offers may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you will not be able to freely transfer the Exchange Notes if:

•

you are our "affiliate," as defined in Rule 405 under the Securities Act;

•

you are not acquiring the Exchange Notes in the Exchange Offers in the ordinary course of your business; or

•

you are engaged in or intend to engage in, or have an arrangement or understanding with any person to participate in, the distribution, as defined in the Securities Act, of the Exchange Notes you will receive in the Exchange Offers.

        We do not intend to request the SEC to consider, and the SEC has not considered, the Exchange Offers in the context of a similar no-action letter. As a result, we cannot guarantee that the staff of the SEC would make a similar determination with respect to the Exchange Offers as in the circumstances described in the no-action letters discussed above. Each holder, other than a broker-dealer, must acknowledge that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If you are our affiliate, are engaged in or intend to engage in a distribution of the Exchange Notes or have any arrangement or understanding with respect to the distribution of the Exchange Notes you will receive in the Exchange Offers, you may not rely on the applicable interpretations of the staff of the SEC and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction involving the Exchange Notes. If you are a participating broker-dealer, you must acknowledge that you will deliver a prospectus in connection with any resale of the Exchange Notes. In addition, to comply with state securities laws, you may not offer or sell the Exchange Notes in any state, unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with. The offer and sale of the Exchange Notes to "qualified institutional buyers" (as defined in Rule 144A of the Securities Act) is generally exempt from registration or qualification under state securities laws. We do not plan to register or qualify the sale of the Exchange Notes in any state where an exemption from registration or qualification is required and not available.

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DESCRIPTION OF THE 2019 EXCHANGE NOTES

        We issued the 2019 Old Notes and will issue the 2019 Exchange Notes (collectively, the "2019 Notes") under an Indenture, dated as of October 27, 2014 (as amended, supplemented or modified from time to time, the "2019 Notes Indenture"), among Dynegy, as successor in interest to Dynegy Finance II, Inc., the Subsidiary Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the "Trustee"), in a private transaction that was not subject to the registration requirements of the Securities Act. The terms of the 2019 Old Notes include those expressly set forth in the 2019 Notes Indenture and those made part of the 2019 Notes Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The following description is a summary of the material provisions of the 2019 Notes Indenture. This summary does not restate the 2019 Notes Indenture in its entirety and is subject to and is qualified by reference to all of the provisions of the 2019 Notes Indenture, including the definitions of certain terms used therein. We urge you to read the 2019 Notes Indenture because it, and not this description, defines your rights as a holder of the 2019 Notes.

        Certain terms used in this description are defined in the section entitled "—Certain Definitions." Defined terms used in this description but not defined under "—Certain Definitions" have the meanings assigned to them in the 2019 Notes Indenture. In this description, the words "Dynegy," "the Company," "we" and "our" refer only to Dynegy and not to any of its subsidiaries.

        The registered holder of a 2019 Note will be treated as the owner of it for all purposes. Only registered holders of 2019 Notes will have rights under the 2019 Notes Indenture. In exchange for the 2019 Old Notes, we will issue the 2019 Exchange Notes under the 2019 Notes Indenture pursuant to this prospectus.

        All references to the 2019 Notes below refer to the 2019 Old Notes and the 2019 Exchange Notes, unless the context otherwise requires.

The 2019 Exchange Notes

        The 2019 Exchange Notes will:

•

be general unsecured obligations of Dynegy;

•

rank pari passu in right of payment with all of Dynegy's existing and future senior indebtedness;

•

be effectively subordinated to Dynegy's secured indebtedness, including indebtedness incurred under the Credit Agreement, to the extent of the value of the collateral securing such indebtedness;

•

be senior in right of payment to any of Dynegy's subordinated indebtedness; and

•

be unconditionally guaranteed on a joint and several basis by the Subsidiary Guarantors.

        In the exchange offer for the 2019 Notes, Dynegy will issue up to $2,100,000,000 in aggregate principal amount of 6.75% Senior Notes due 2019. The 2019 Exchange Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Additional 2019 Notes may be issued under the 2019 Notes Indenture from time to time without the consent of the existing holders of the 2019 Notes. Any additional 2019 Notes issued will have the same terms as the 2019 Notes, except for the issue date, issue price and initial interest payment date. The 2019 Notes and any additional 2019 Notes subsequently issued under the 2019 Notes Indenture will be treated as a single class for all purposes under the 2019 Notes Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of this description, references to "2019 Notes" include any additional 2019 Notes issued.

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Maturity and Interest

        The 2019 Notes will mature on November 1, 2019. Interest on the 2019 Notes will accrue at the rate of 6.75% per annum and will be payable semiannually in arrears on May 1 and November 1 of each year, to the holders of record of 2019 Notes at the close of business on April 15 and October 15, respectively, immediately preceding such interest payment date.

        Interest on the 2019 Notes will accrue from the applicable date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. All references to "interest" in this description will be deemed to include any Special Interest payable pursuant to the Registration Rights Agreement.

The 2019 Notes Subsidiary Guarantees

        The 2019 Notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of Dynegy's current and future Wholly-Owned Domestic Subsidiaries that from time to time is a borrower or guarantor under the Credit Agreement. The obligations of each Subsidiary Guarantor under its 2019 Notes Subsidiary Guarantee will be limited as necessary to prevent such 2019 Notes Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Related to the Notes—A court could cancel the guarantees of the Notes by our subsidiaries under fraudulent transfer law."

        Each Subsidiary Guarantor's guarantee of the 2019 Exchange Notes will:

•

be a general unsecured obligation of such Subsidiary Guarantor;

•

rank pari passu in right of payment with all of such Subsidiary Guarantor's existing and future senior indebtedness;

•

be effectively subordinated to such Subsidiary Guarantor's secured indebtedness, including such Subsidiary Guarantor's guarantee of Dynegy's obligations under the Credit Agreement, to the extent of the value of the collateral securing such indebtedness; and

•

be senior in right of payment to any of such Subsidiary Guarantor's subordinated indebtedness.

        A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than Dynegy or another Subsidiary Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists.

        The 2019 Notes Subsidiary Guarantee of a Subsidiary Guarantor will be released automatically:

(1)

upon the release, discharge or termination of such Subsidiary Guarantor's obligations as a borrower under the Credit Agreement or such Subsidiary Guarantor's guarantee of the Credit Agreement; or



(2)

upon defeasance or satisfaction and discharge of the 2019 Notes as provided below under the captions "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge."

        As of March 31, 2015, Dynegy and the Subsidiary Guarantors had an aggregate of approximately $7,211 million of indebtedness, of which $786 million was secured. Additionally, Dynegy has approximately $347 million available, net of letters of credit outstanding, for future borrowings under its revolving credit facility.

        Not all of Dynegy's subsidiaries will guarantee the 2019 Exchange Notes. The 2019 Exchange Notes will be effectively subordinated in right of payment to all liabilities of any of Dynegy's subsidiaries that does not guarantee the 2019 Exchange Notes, except to the extent that Dynegy is itself recognized as a creditor of the subsidiary, in which case its claims would still be effectively

41

subordinated to the extent of any collateral securing such liabilities and would still be subordinated in right of payment to any indebtedness of the subsidiary senior to that held by Dynegy. As of March 31, 2015, the Subsidiary Guarantors held 34% of Dynegy's consolidated total assets. In addition, as of March 31, 2015, total operating revenues of the Subsidiary Guarantors were approximately 66% and 65% of Dynegy's consolidated operating revenues for the year ended December 31, 2014 and the three months ended March 31, 2015. See "Risk Factors—Risks Related to the Notes—Your right to receive payments on the Exchange Notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize."

Methods of Receiving Payments on the 2019 Exchange Notes

        If a holder of 2019 Exchange Notes has given wire transfer instructions to the Company, the Company will pay or cause to be paid all principal, interest and premium on that holder's 2019 Exchange Notes in accordance with those instructions. All other payments on 2019 Exchange Notes will be made at the office or agency of the paying agent and registrar unless the Company elects to make interest payments by check mailed to the Noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the 2019 Exchange Notes

        The Trustee will initially act as paying agent and registrar. The Company may change the paying agent or registrar without prior notice to the holders of the 2019 Exchange Notes, and the Company or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A holder may transfer or exchange 2019 Exchange Notes in accordance with the provisions of the 2019 Notes Indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of 2019 Exchange Notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any 2019 Exchange Note selected for redemption. Also, the Company is not required to transfer or exchange any 2019 Exchange Note for a period of 15 days before a selection of 2019 Exchange Notes to be redeemed.

Optional Redemption

        At any time prior to May 1, 2017, Dynegy may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2019 Notes, upon not less than 30 nor more than 60 days' notice, at a redemption price of 106.75% of the principal amount of the 2019 Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the rights of holders of 2019 Notes on the relevant record date to receive interest due on the relevant interest payment date), with the proceeds of one or more Equity Offerings; provided that:

(1)

at least 65% of the aggregate principal amount of the 2019 Notes issued on the Issue Date (excluding 2019 Notes held by Dynegy and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and



(2)

the redemption occurs within 90 days of the date of the closing of such Equity Offering.

        At any time prior to May 1, 2017, Dynegy may on any one or more occasions redeem all or a part of the 2019 Notes, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount of 2019 Notes redeemed, plus the Applicable 2019 Notes Premium as of, and accrued and unpaid interest, if any, to but excluding the redemption date, subject

42

to the rights of holders of 2019 Notes on the relevant record date to receive interest due on the relevant interest payment date.

        Except pursuant to the preceding two paragraphs, the 2019 Notes will not be redeemable at Dynegy's option prior to May 1, 2017. Dynegy is not prohibited, however, from acquiring the 2019 Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

        On or after May 1, 2017, Dynegy may on any one or more occasions redeem all or a part of the 2019 Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2019 Notes redeemed, to but excluding the applicable redemption date, if redeemed during the 12-month period beginning on May 1 of the years indicated below (subject to the rights of noteholders on the relevant record date to receive interest on the relevant interest payment date):

Year	Percentage
2017		103.375	%
2018		101.688	%
2019 and thereafter		100.000	%

Mandatory Redemption

        The Company is not required to make mandatory redemption or sinking fund payments with respect to the 2019 Notes.

Selection and Notice

        If less than all of the 2019 Exchange Notes are to be redeemed at any time, the Trustee (or registrar if other than the Trustee) will select the 2019 Exchange Notes for redemption on a pro rata basis to the extent practicable or by lot or such other similar method in accordance with the procedures of DTC, unless otherwise required by law or applicable stock exchange requirements.

        No 2019 Exchange Notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail or delivered electronically at least 30 but not more than 60 days before the redemption date to each holder of 2019 Exchange Notes to be redeemed at its registered address, except that redemption notices may be mailed or delivered electronically more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the 2019 Notes or a satisfaction and discharge of the 2019 Notes Indenture. Any redemption notice may, in the Company's discretion, be subject to the satisfaction of one or more conditions precedent. If such redemption is subject to the satisfaction of one of more conditions precedent, such notice shall state that, in the Company's discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), such redemption may not occur and such notice may be rescinded in the event that any or all of such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed.

        If any 2019 Exchange Note is to be redeemed in part only, the notice of redemption that relates to that 2019 Exchange Note will state the portion of the principal amount of that 2019 Exchange Note that is to be redeemed. A new 2019 Exchange Note in principal amount equal to the unredeemed portion of the original 2019 Exchange Note will be issued in the name of the holder of 2019 Exchange Notes upon cancellation of the original 2019 Exchange Note. 2019 Exchange Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on 2019 Exchange Notes or portions of them called for redemption.

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Change of Control

        If a Change of Control occurs, each holder of 2019 Exchange Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's 2019 Exchange Notes pursuant to a change of control offer (the "Change of Control Offer") on the terms set forth in the 2019 Notes Indenture. In the Change of Control Offer, the Company will offer a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of the 2019 Notes repurchased, plus accrued and unpaid interest, if any, on the 2019 Notes to but excluding the date of purchase, subject to the rights of Noteholders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will mail (or deliver electronically) a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase 2019 Exchange Notes on the date for payment specified in the notice (the "Change of Control Payment Date"), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures required by the 2019 Notes Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2019 Exchange Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the 2019 Notes Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the 2019 Notes Indenture by virtue of such compliance.

        On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)

accept for payment all 2019 Exchange Notes or portions of 2019 Exchange Notes properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all 2019 Exchange Notes or portions of 2019 Exchange Notes properly tendered; and



(3)

deliver or cause to be delivered to the Trustee the 2019 Exchange Notes properly accepted together with an Officer's Certificate stating the aggregate principal amount of 2019 Exchange Notes or portions of 2019 Exchange Notes being purchased by the Company.

        The paying agent will promptly mail to each holder of 2019 Exchange Notes properly tendered the Change of Control Payment for such 2019 Exchange Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new 2019 Exchange Note equal in principal amount to any unpurchased portion of the 2019 Exchange Notes surrendered, if any; provided that each new 2019 Exchange Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the 2019 Notes Indenture are applicable. Except as described above with respect to a Change of Control, the 2019 Notes Indenture does not contain provisions that permit the holders of the 2019 Exchange Notes to require that the Company repurchase or redeem the 2019 Exchange Notes in the event of a takeover, recapitalization or similar transaction.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the 2019 Notes Indenture applicable to a Change of Control Offer made by the Company and purchases all 2019 Notes properly tendered and not

44

withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the 2019 Notes Indenture as described above under the caption "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price. A Change in Control Offer may be made in advance of a Change of Control, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Company and its Subsidiaries taken as a whole. There is a limited body of case law interpreting the phrase "substantially all," and there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of 2019 Exchange Notes to require the Company to repurchase its 2019 Exchange Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Certain Covenants

Liens

        The Company will not and will not permit any Subsidiary Guarantor to, create, incur, assume or suffer to exist or become effective any mortgage, pledge or other lien (other than Permitted Liens) upon any Principal Property to secure indebtedness for borrowed money represented by notes, bonds, debentures or other evidences of indebtedness, unless all payments due under the 2019 Notes Indenture and the 2019 Notes issued thereunder are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a lien.

Merger, Consolidation or Sale of Assets

        The Company may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1)

either (a) the Company is the surviving corporation or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the 2019 Notes pursuant to supplemental indentures duly executed by the Trustee;



(2)

the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the 2019 Notes Indenture, the 2019 Notes and the Registration Rights Agreement pursuant to documents in such form as are reasonably satisfactory to the Trustee; and



(3)

immediately after such transaction, no Default or Event of Default exists.

        In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

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        This "Merger, Consolidation or Sale of Assets" covenant will not apply to:

(1)

a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct holding company of the Company; and



(2)

any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries, including by way of merger or consolidation.

Additional 2019 Notes Subsidiary Guarantees

        After the consummation of the Duke Midwest Assets Acquisition (as defined in the 2019 Notes Indenture) or the EquiPower Acquisition (as defined in the 2019 Notes Indenture), as applicable, if any Wholly-Owned Domestic Subsidiary of Dynegy other than a Subsidiary Guarantor becomes a borrower under the Credit Agreement or guarantees any indebtedness under the Credit Agreement, within 30 days thereof Dynegy shall cause such Wholly-Owned Domestic Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will guarantee payment of the 2019 Notes on the same terms and conditions as those applicable to the Subsidiary Guarantors under the 2019 Notes Indenture and will deliver to the trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered and constitute a legally valid and enforceable obligation (subject to customary qualifications and exceptions). Thereafter, such Wholly-Owned Domestic Subsidiary will be a Subsidiary Guarantor with respect to the 2019 Notes until such Wholly-Owned Domestic Subsidiary's 2019 Notes Subsidiary Guarantee with respect to the 2019 Notes is released in accordance with the 2019 Notes Indenture.

Reports

        Whether or not required by the SEC's rules and regulations, so long as any 2019 Notes are outstanding, the Company will furnish to the Trustee, within the time periods (including any extensions thereof) specified in the SEC's rules and regulations:

(1)

all quarterly and annual reports of Dynegy that would be required to be filed with the SEC on Forms 10-Q and 10-K if Dynegy were required to file such reports; and



(2)

all current reports of Dynegy that would be required to be filed with the SEC on Form 8-K if Dynegy were required to file such reports.

        All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on Dynegy's consolidated financial statements by Dynegy's independent registered public accounting firm. In addition, after the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable, the Company will file (or will cause to be filed) a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made with the SEC, the reports will be deemed to have been furnished to the Trustee and holders of 2019 Notes. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings.

        If, notwithstanding the foregoing, the SEC will not accept Dynegy's filings for any reason, the Company will (i) post (or cause to be posted) the reports referred to in the first paragraph of this covenant on Dynegy's website with no password protection within the time periods that would apply if Dynegy were required to file those reports with the SEC, (ii) not later than ten business days after the time Dynegy posts its quarterly and annual reports on its website, hold (or cause to be held) a quarterly conference call to discuss the information contained in such reports and (iii) no fewer than two business days prior to the date of the conference call required to be held in accordance with clause (ii) above, issue (or cause to be issued) a press release to appropriate U.S. wire services

46

announcing the time and date of such conference call and either including all information necessary to access the call or directing the holders or beneficial owners of, and prospective investors in, the 2019 Notes and securities analysts and market makers to contact an individual at Dynegy (for whom contact information shall be provided in such press release) to obtain the information on how to access such conference call.

        In addition, the Company agrees that, for so long as any 2019 Notes remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the SEC, it will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

        Each of the following is an "Event of Default":

(1)

default for 30 days in the payment when due of interest on the 2019 Notes;



(2)

default in payment when due of the principal of, or premium, if any, on the 2019 Notes;



(3)

failure by the Company or a Subsidiary Guarantor to comply with any covenant in the 2019 Notes Indenture (other than a default specified in clause (1) or (2) above) for 60 days after written notice by the Trustee or holders of at least 25% in principal amount of the 2019 Notes;



(4)

default under any document evidencing any indebtedness for borrowed money by the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable) or any Subsidiary Guarantor, whether such indebtedness now exists or is created after the Issue Date, if that default:



(a)

is caused by a failure to pay principal when due at final (and not any interim) maturity on or prior to the expiration of any grace period provided in such indebtedness (a "Payment Default"); or



(b)

results in the acceleration of such indebtedness prior to its express maturity (without such acceleration having been rescinded, annulled or otherwise cured),

and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates $100.0 million or more; provided that this clause (4) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness and (ii) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion);

(5)

except as permitted by the 2019 Notes Indenture, any 2019 Notes Subsidiary Guarantees of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or their 2019 Notes Subsidiary Guarantees; and

47

(6)

(a) a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable), any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian for all or substantially all of the property of the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable), any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable), any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in each of clauses (i), (ii) or (iii), the order, appointment or decree remains unstayed and in effect for at least 60 consecutive days; or (b) the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable), any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors.

        In the case of an Event of Default pursuant to clause (6) of the previous paragraph, the 2019 Notes that are outstanding will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the 2019 Notes that are outstanding may declare all the 2019 Notes to be due and payable immediately.

        Subject to certain limitations, holders of a majority in principal amount of the 2019 Notes that are then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the 2019 Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest.

        In case an Event of Default occurs and is continuing under the 2019 Notes Indenture, the Trustee will be under no obligation to exercise any of the rights or powers under such Indenture at the request or direction of any holders of the 2019 Notes unless such holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a 2019 Note may pursue any remedy with respect to the 2019 Notes Indenture unless:

(1)

such holder has previously given the Trustee notice that an Event of Default is continuing;



(2)

holders of at least 25% in aggregate principal amount of the 2019 Notes that are then outstanding have requested the Trustee to pursue the remedy;



(3)

such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;



(4)

the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and



(5)

holders of a majority in aggregate principal amount of the 2019 Notes that are then outstanding have not given the Trustee a direction inconsistent with such request within such 60-day period.

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        The holders of a majority in aggregate principal amount of the 2019 Notes then outstanding by notice to the Trustee may, on behalf of the holders of the 2019 Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the 2019 Notes Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the 2019 Notes.

        The Company is required to deliver to the Trustee annually a statement regarding compliance with the 2019 Notes Indenture. Upon becoming aware of any Default or Event of Default, Dynegy is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Company or the Subsidiary Guarantors under the 2019 Notes, the 2019 Notes Indenture or the 2019 Notes Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of 2019 Notes by accepting a 2019 Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the 2019 Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the 2019 Notes that are outstanding and all obligations of the Subsidiary Guarantors of such 2019 Notes discharged with respect to their 2019 Notes Subsidiary Guarantees ("Legal Defeasance") except for:

(1)

the rights of holders of the 2019 Notes that are then outstanding to receive payments in respect of the principal of, or interest or premium on such 2019 Notes when such payments are due from the trust referred to below;



(2)

the Company's obligations with respect to the 2019 Notes concerning issuing temporary 2019 Notes, registration of 2019 Notes, mutilated, destroyed, lost or stolen 2019 Notes and the maintenance of an office or agency for payment and money for security payments held in trust;



(3)

the rights, powers, trusts, duties and immunities of the Trustee, and the Company's and the Subsidiary Guarantors' obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the 2019 Notes Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Subsidiary Guarantors released with respect to certain covenants (including the Company's obligation to make Change of Control Offers) that are described in the 2019 Notes Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the 2019 Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described in the section entitled "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the 2019 Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the 2019 Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of

49

independent public accountants to pay the principal of, or interest and premium on the 2019 Notes that are then outstanding on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether such 2019 Notes are being defeased to maturity or to a particular redemption date;

(2)

in the case of Legal Defeasance, the Company has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the 2019 Notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;



(3)

in the case of Covenant Defeasance, the Company has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the 2019 Notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

no Default or Event of Default with respect to the 2019 Notes has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);



(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the 2019 Notes Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;



(6)

the Company must deliver to the Trustee an Officer's Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of the 2019 Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and



(7)

the Company must deliver to the Trustee an Officer's Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the 2019 Notes Indenture, the 2019 Notes and the 2019 Notes Subsidiary Guarantees may be amended or supplemented with the consent of the holders of a majority in principal amount of the 2019 Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the 2019 Notes), and any existing default or compliance with any provision of the 2019 Notes Indenture, the 2019 Notes or the 2019 Notes Subsidiary Guarantees may be waived with the consent of the holders of a majority in principal amount of the 2019 Notes that are then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the 2019 Notes).

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        Without the consent of each holder of the 2019 Notes, an amendment or waiver may not (with respect to the 2019 Notes held by a non-consenting holder):

(1)

reduce the principal amount of the 2019 Notes whose holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the fixed maturity of the 2019 Notes or alter the provisions with respect to the redemption of the 2019 Notes (other than provisions relating to the covenant described above in the section entitled "—Change of Control" and provisions relating to the number of days of notice to be given in the event of a redemption);



(3)

reduce the rate of or change the time for payment of interest on the 2019 Note;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium on the 2019 Notes (except a rescission of acceleration of the 2019 Notes by the holders of a majority in aggregate principal amount of the 2019 Notes and a waiver of the payment default that resulted from such acceleration);



(5)

make any such 2019 Note payable in currency other than that stated in the 2019 Notes;



(6)

make any change in the provisions of the 2019 Notes Indenture relating to waivers of past Defaults or the rights of holders of the 2019 Notes to receive payments of principal of, or interest or premium on the 2019 Notes;



(7)

waive a redemption payment with respect to any 2019 Note (other than a payment required by the covenant described above in the section entitled "—Change of Control"); or



(8)

make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any holder of the 2019 Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the 2019 Notes Indenture, the 2019 Notes and the 2019 Notes Subsidiary Guarantees:

(1)

to cure any ambiguity, defect or inconsistency;



(2)

to provide for the uncertificated 2019 Notes in addition to or in place of the certificated 2019 Notes;



(3)

to provide for the assumption of the Company's or a Subsidiary Guarantor's obligations to holders of the 2019 Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's or such Subsidiary Guarantor's assets;



(4)

to make any change that would provide any additional rights or benefits to the holders of the 2019 Notes or that does not adversely affect the legal rights under the 2019 Notes Indenture of any such holder;



(5)

to comply with requirements of the SEC in order to effect or maintain the qualification of the 2019 Notes Indenture under the Trust Indenture Act;



(6)

to conform the text of the 2019 Notes Indenture or the 2019 Notes to any provision of the "Description of the Notes" section of the confidential offering memorandum of Dynegy, dated October 10, 2014, relating to the initial offering of the 2019 Old Notes to the extent that such provision in that "Description of the Notes" was intended to be a verbatim or substantially verbatim recitation of a provision of the 2019 Notes Indenture, the 2019 Notes or the 2019 Notes Subsidiary Guarantees;



(7)

to evidence and provide for the acceptance and appointment under the 2019 Notes Indenture of a successor trustee pursuant to the requirements thereof;

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(8)

to provide for the issuance of additional 2019 Notes in accordance with the limitations set forth in the 2019 Notes Indenture; or



(9)

to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a 2019 Notes Subsidiary Guarantee with respect to the 2019 Notes.

Satisfaction and Discharge

        The 2019 Notes Indenture will be discharged and will cease to be of further effect as to the 2019 Notes issued thereunder, when:

(1)

either:



(a)

all 2019 Notes that have been authenticated, except lost, stolen or destroyed 2019 Notes that have been replaced or paid and 2019 Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or



(b)

all 2019 Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders of 2019 Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the 2019 Notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;



(2)

no Default or Event of Default under the 2019 Notes Indenture has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound;



(3)

the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under the 2019 Notes Indenture; and



(4)

the Company has delivered irrevocable written instructions to the Trustee under the 2019 Notes Indenture to apply the deposited money toward the payment of the 2019 Notes at maturity or the redemption date, as the case may be.

        In addition, the Company must deliver an Officer's Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the Trustee becomes a creditor of the Company or any Subsidiary Guarantor, the 2019 Notes Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue (if the 2019 Notes Indenture has been qualified under the Trust Indenture Act) or resign.

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        The holders of a majority in principal amount of the 2019 Notes that are outstanding will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The 2019 Notes Indenture provides that, in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the 2019 Notes Indenture at the request of any holder of 2019 Notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

        "2019 Exchange Notes" means the exchange notes to be issued pursuant to the Registration Rights Agreement.

        "2019 Notes Subsidiary Guarantee" means the guarantee by each Subsidiary Guarantor of the Company's obligations under the 2019 Notes Indenture and the 2019 Notes, executed pursuant to the provisions of the 2019 Notes Indenture.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that Beneficial Ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

        "Applicable Law" means, as to any Person, any ordinance, law, treaty, rule or regulation or any determination, ruling or other directive by and from an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property is subject.

        "Applicable 2019 Notes Premium" means, with respect to any 2019 Note on any redemption date, the greater of:

(1)

1.0% of the principal amount of such 2019 Note; or



(2)

the excess of:



(a)

the present value at such redemption date of (i) the redemption price of such 2019 Note at May 1, 2017 (such redemption price being set forth in the table appearing above with respect to the 2019 Notes in the section entitled "—Optional Redemption") plus (ii) all required interest payments due on such 2019 Note through May 1, 2017 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over



(b)

the principal amount of the 2019 Note.

        "Authorized Officer" means, with respect to (i) delivering an Officer's Certificates pursuant to the 2019 Notes Indenture, the chief executive officer, the president, the chief financial officer, the treasurer, the assistant treasurer, the principal accounting officer or any other person of the Company having substantially the same responsibilities as the aforementioned officers, and (ii) any other matter in connection with the 2019 Notes Indenture, the chief executive officer, chief financial officer, treasurer, the assistant treasurer, general counsel or a responsible financial or accounting officer of the Company.

53

        "Bankruptcy Law" means Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq., as amended from time to time, or any similar federal or state or other law for the relief of debtors.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

        "Board of Directors" means:

(1)

with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;



(2)

with respect to a partnership, the Board of Directors of the general partner of the partnership;



(3)

with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and



(4)

with respect to any other Person, the board or committee of such Person serving a similar function.

        "Capital Stock" means:

(1)

in the case of a corporation, corporate stock;



(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;



(3)

in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and



(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

        "Change of Control" means the occurrence of any of the following:

(1)

the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Dynegy and its Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d) of the Exchange Act, but excluding any employee benefit plan of Dynegy or any of its Subsidiaries, any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan and one or more Permitted Holders);



(2)

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than one or more Permitted Holders or a corporation owned directly or indirectly by the stockholders of Dynegy in substantially the same proportion as their ownership of stock of Dynegy prior to such transaction, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Dynegy, measured by voting power rather than number of shares; or



(3)

the first day on which a majority of the members of the Board of Directors of Dynegy are not Continuing Directors; or



(4)

prior to the Duke Midwest Escrow Release Date (as defined in the 2019 Notes Indenture) or the EquiPower Escrow Release Date (as defined in the 2019 Notes Indenture), as applicable, Dynegy does not directly or indirectly beneficially own 100% of the Capital Stock of Finance I (as defined herein) or Finance II (as defined herein), as applicable.

54

        "Continuing Director" means, as of any date of determination, any member of the Board of Directors of the Company who:

(1)

was a member of such Board of Directors on the Issue Date; or



(2)

was nominated for election or elected to such Board of Directors with the approval of (x) one or more Permitted Holders or (y) a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

        "Credit Agreement" means the Credit Agreement, dated as of April 23, 2013, among Dynegy, various lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

        "Default" means any event, act or condition which with notice or lapse of time, or both, would (without cure or waiver hereunder) constitute an Event of Default.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the 2019 Notes mature.

        "Domestic Subsidiary" means any Subsidiary of Dynegy that was incorporated or organized in the United States or any state thereof or the District of Columbia.

        "Duke Midwest Assets Acquisition" means the acquisition contemplated by the Duke Midwest Purchase Agreement.

        "Duke Midwest Assets Acquisition Deadline" means August 24, 2015.

        "Duke Midwest Purchase Agreement" means the Purchase and Sale Agreement, dated as of August 21, 2014, by and among Dynegy Resource I, LLC, Duke Energy SAM, LLC and Duke Energy Commercial Enterprises, Inc.

        "Dynegy" means Dynegy Inc., a Delaware corporation, and any and all successors thereto.

        "Eligible Escrow Investments" means:

(1)

investments in money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Securities Act, and rated "AAAm" or "AAAm-G" or better by S&P and "Aaa," "Aa1" or "Aa2" by Moody's, including any such money market fund for which the Escrow Agent or any of its Affiliates serves as investment manager, administrator, shareholder servicing agent and/or custodian; and



(2)

deposits in a noninterest-bearing account with the Escrow Agent; provided that such account has full FDIC coverage at least through the Duke Midwest Assets Acquisition Deadlines or EquiPower Acquisition Deadline, as applicable.

        "Environmental CapEx Debt" means indebtedness of the Company or its Subsidiaries incurred for the purpose of financing Environmental Capital Expenditures.

        "Environmental Capital Expenditures" means capital expenditures deemed necessary by the Company or its Subsidiaries to comply with Environmental Laws.

        "Environmental Law" means any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including without limitation

55

any binding judicial or administrative order, consent decree or judgment, relating to the environment, human health or safety (as such relates to exposure to Hazardous Materials) or Hazardous Materials.

        "EquiPower Acquisition" means the acquisition contemplated by the EquiPower Purchase Agreement.

        "EquiPower Acquisition Deadline" means May 11, 2015.

        "EquiPower Purchase Agreement" means each of (i) the Stock Purchase Agreement, dated as of August 21, 2014, among Dynegy Resource II, LLC, Energy Capital Partners II, LP, ("ECP II"), Energy Capital Partners II-A, LP, ("ECP II-A"), Energy Capital Partners II-B, LP, ("ECP II-B"), Energy Capital Partners II-C (Direct IP), LP, ("ECP II-C"), Energy Capital Partners II-D, LP ("ECP II-D"), Energy Capital Partners II (EquiPower Co-Invest), LP, EquiPower Resources Corp. and, solely for certain limited purposes set forth therein, each of Energy Capital Partners II-C, LP ("ECP II-C Fund"), Dynegy and the other parties party thereto and (ii) the Stock Purchase Agreement and Agreement and Plan of Merger, dated as of August 21, 2014, among Dynegy Resource III, LLC, Dynegy Resource III-A, LLC, Brayton Point Holdings, LLC, Energy Capital Partners GP II, LP, ECP II, ECP II-A, ECP II-B, ECP II-D, Energy Capital Partners II-C (Cayman), L.P. and, solely for certain limited purposes set forth therein, ECP II-C Fund, Dynegy and there other parties party thereto.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means any public or private sale of (1) Capital Stock of Dynegy (other than Disqualified Stock and other than to a Subsidiary of Dynegy) or (2) Capital Stock of a direct or indirect parent entity of Dynegy (other than to Dynegy or a Subsidiary of Dynegy) to the extent that the net cash proceeds therefrom are contributed to the common equity capital of Dynegy.

        "Finance I" means Dynegy Finance I, Inc., a Delaware corporation.

        "Finance II" means Dynegy Finance II, Inc., a Delaware corporation.

        "Foreign Subsidiary" of any Person means any Subsidiary of such Person that is not a Domestic Subsidiary.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time; provided, however, that if any operating lease would be recharacterized as a capital lease due to changes in the accounting treatment of such operating leases under GAAP since the Issue Date, then solely with respect to the accounting treatment of any such lease, GAAP shall be interpreted as it was in effect on the Issue Date.

        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer's option.

        "Governmental Authority" means any nation or government, or any state, province, territory or other political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, or any governmental or non-governmental authority regulating the generation and/or transmission of energy, including Electric Reliability Council of Texas.

56

        "Hazardous Materials" means (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of "hazardous substances," "hazardous waste," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," "toxic substances," "toxic pollutants," "contaminants," or "pollutants" or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law.

        "Issue Date" means October 27, 2014.

        "Necessary Capital Expenditures" means capital expenditures that are required by Applicable Law (other than Environmental Laws) or undertaken for health and safety reasons or to prevent catastrophic failure of a unit. The term "Necessary Capital Expenditures" does not include any capital expenditure undertaken primarily to increase the efficiency of, expand or re-power any power generation facility.

        "Officer's Certificate" means a certificate signed on behalf of the Company by an Authorized Officer of the Company that meets the requirements set forth in the 2019 Notes Indenture.

        "Permitted Holders" means Franklin Advisers, Inc. and one or more of its Affiliates.

        "Permitted Liens" means:

(1)

liens securing indebtedness in an aggregate principal amount not to exceed the greater of (a) $1.7 billion and (b) 30.0% of Total Assets (determined at the time of incurrence of such indebtedness and without giving effect to subsequent changes);



(2)

liens in favor of the Company or any of the Subsidiary Guarantors;



(3)

liens created for the benefit of (or to secure) the 2019 Notes (or the 2019 Notes Subsidiary Guarantees);



(4)

liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such liens were in existence (or were required to extend to such assets, including by way of an after-acquired property provision) prior to, and not incurred in contemplation of, or to finance, such acquisition;



(5)

liens to secure indebtedness or other obligations incurred to finance Necessary Capital Expenditures that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such indebtedness; and



(6)

liens to secure Environmental CapEx Debt that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such Environmental CapEx Debt.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Principal Property" means any building, structure or other facility (together with the land on which it is erected and fixtures comprising a part thereof) used primarily for manufacturing, processing, research, warehousing or distribution owned by the Company or any of its Subsidiaries, in each case, located within the United States, that has a book value on the date of which the determination is being made, without deduction of any depreciation reserves, exceeding 2% of Total Assets, other than any such facility that the Company reasonably determines is not material to the business of the Company and its Subsidiaries taken as a whole.

        "Registration Rights Agreement" means the registration rights agreement, dated as of October 27, 2014, among Dynegy (as successor in interest to each of Dynegy Finance I, Inc. and Dynegy

57

Finance II, Inc.), the Subsidiary Guarantors, and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of certain initial purchasers.

        "Qualifying Equity Interests" means Equity Interests of Dynegy other than Disqualified Stock.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of indebtedness, the date on which the payment of interest or principal is scheduled to be paid in the documentation governing such indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subsidiary" means, with respect to any specified Person:

(1)

any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

        "Subsidiary Guarantor" means any of the Company's current and future Wholly-Owned Domestic Subsidiaries that guarantees the 2019 Notes pursuant to the provisions of the 2019 Notes Indenture, in each case, until the 2019 Notes Subsidiary Guarantee of such Person has been released in accordance with the provisions of the 2019 Notes Indenture.

        "Total Assets" means, as of any date of determination, the total consolidated assets of the Company and its Subsidiaries, determined in accordance with GAAP, as shown on the most recent publicly available balance sheet of the Company, and after giving pro forma effect to any acquisition or disposal of any property or assets consummated after the date of the applicable balance sheet and on or prior to the date of determination.

        "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to May 1, 2017; provided that if the period from the redemption date to May 1, 2017 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Wholly-Owned Domestic Subsidiary" means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary.

58

        "Wholly-Owned Subsidiary" means, as to any Person, (i) any corporation 100% of whose Capital Stock is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such time (other than, in the case of a Foreign Subsidiary of Dynegy with respect to the preceding clauses (i) and (ii), director's qualifying shares and/or other nominal amount of shares required to be held by Persons other than the Company and its Subsidiaries under applicable law).

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DESCRIPTION OF THE 2022 EXCHANGE NOTES

        We issued the 2022 Old Notes and will issue the 2022 Exchange Notes (collectively, the "2022 Notes") under an Indenture, dated as of October 27, 2014 (as amended, supplemented or modified from time to time, the "2022 Notes Indenture"), among Dynegy, as successor in interest to Dynegy Finance II, Inc., the Subsidiary Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the "Trustee"), in a private transaction that was not subject to the registration requirements of the Securities Act. The terms of the 2022 Old Notes include those expressly set forth in the 2022 Notes Indenture and those made part of the 2022 Notes Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The following description is a summary of the material provisions of the 2022 Notes Indenture. This summary does not restate the 2022 Notes Indenture in its entirety and is subject to and is qualified by reference to all of the provisions of the 2022 Notes Indenture, including the definitions of certain terms used therein. We urge you to read the 2022 Notes Indenture because it, and not this description, defines your rights as a holder of the 2022 Notes.

        Certain terms used in this description are defined in the section entitled "—Certain Definitions." Defined terms used in this description but not defined under "—Certain Definitions" have the meanings assigned to them in the 2022 Notes Indenture. In this description, the words "Dynegy," "the Company," "we" and "our" refer only to Dynegy and not to any of its subsidiaries.

        The registered holder of a 2022 Note will be treated as the owner of it for all purposes. Only registered holders of 2022 Notes will have rights under the 2022 Notes Indenture. In exchange for the 2022 Old Notes, we will issue the 2022 Exchange Notes under the 2022 Notes Indenture pursuant to this prospectus.

        All references to the 2022 Notes below refer to the 2022 Old Notes and the 2022 Exchange Notes, unless the context otherwise requires.

The 2022 Exchange Notes

        The 2022 Exchange Notes will:

•

be general unsecured obligations of Dynegy;

•

rank pari passu in right of payment with all of Dynegy's existing and future senior indebtedness;

•

be effectively subordinated to Dynegy's secured indebtedness, including indebtedness incurred under the Credit Agreement, to the extent of the value of the collateral securing such indebtedness;

•

be senior in right of payment to any of Dynegy's subordinated indebtedness; and

•

be unconditionally guaranteed on a joint and several basis by the Subsidiary Guarantors.

        In the exchange offer for the 2022 Notes, Dynegy will issue up to $1,750,000,000 in aggregate principal amount of 7.375% Senior Notes due 2022. The 2022 Exchange Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Additional 2022 Notes may be issued under the 2022 Notes Indenture from time to time without the consent of the existing holders of the 2022 Notes. Any additional 2022 Notes issued will have the same terms as the 2022 Notes, except for the issue date, issue price and initial interest payment date. The 2022 Notes and any additional 2022 Notes subsequently issued under the 2022 Notes Indenture will be treated as a single class for all purposes under the 2022 Notes Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of this description, references to "2022 Notes" include any additional 2022 Notes issued.

60

Maturity and Interest

        The 2022 Notes will mature on November 1, 2022. Interest on the 2022 Notes will accrue at the rate of 7.375% per annum and will be payable semiannually in arrears on May 1 and November 1 of each year, to the holders of record of 2022 Notes at the close of business on April 15 and October 15, respectively, immediately preceding such interest payment date.

        Interest on the 2022 Notes will accrue from the applicable date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. All references to "interest" in this description will be deemed to include any Special Interest payable pursuant to the Registration Rights Agreement.

The 2022 Notes Subsidiary Guarantees

        The 2022 Notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of Dynegy's current and future Wholly-Owned Domestic Subsidiaries that from time to time is a borrower or guarantor under the Credit Agreement. The obligations of each Subsidiary Guarantor under its 2022 Notes Subsidiary Guarantee will be limited as necessary to prevent such 2022 Notes Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Related to the Notes—A court could cancel the guarantees of the Notes by our subsidiaries under fraudulent transfer law."

        Each Subsidiary Guarantor's guarantee of the 2022 Exchange Notes will:

•

be a general unsecured obligation of such Subsidiary Guarantor;

•

rank pari passu in right of payment with all of such Subsidiary Guarantor's existing and future senior indebtedness;

•

be effectively subordinated to such Subsidiary Guarantor's secured indebtedness, including such Subsidiary Guarantor's guarantee of Dynegy's obligations under the Credit Agreement, to the extent of the value of the collateral securing such indebtedness; and

•

be senior in right of payment to any of such Subsidiary Guarantor's subordinated indebtedness.

        A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than Dynegy or another Subsidiary Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists.

        The 2022 Notes Subsidiary Guarantee of a Subsidiary Guarantor will be released automatically:

(1)

upon the release, discharge or termination of such Subsidiary Guarantor's obligations as a borrower under the Credit Agreement or such Subsidiary Guarantor's guarantee of the Credit Agreement; or



(2)

upon defeasance or satisfaction and discharge of the 2022 Notes as provided below under the captions "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge."

        As of March 31, 2015, Dynegy and the Subsidiary Guarantors had an aggregate of approximately $7,211 million of indebtedness, of which $786 million was secured. Additionally, Dynegy has approximately $347 million available, net of letters of credit outstanding, for future borrowings under its revolving credit facility.

        Not all of Dynegy's subsidiaries will guarantee the 2022 Exchange Notes. The 2022 Exchange Notes will be effectively subordinated in right of payment to all liabilities of any of Dynegy's subsidiaries that does not guarantee the 2022 Exchange Notes, except to the extent that Dynegy is itself recognized as a creditor of the subsidiary, in which case its claims would still be effectively

61

subordinated to the extent of any collateral securing such liabilities and would still be subordinated in right of payment to any indebtedness of the subsidiary senior to that held by Dynegy. As of March 31, 2015, the Subsidiary Guarantors held 34% of Dynegy's consolidated total assets. In addition, as of March 31, 2015, total operating revenues of the Subsidiary Guarantors were approximately 66% and 65% of Dynegy's consolidated operating revenues for the year ended December 31, 2014 and the three months ended March 31, 2015. See "Risk Factors—Risks Related to the Notes—Your right to receive payments on the Exchange Notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize."

Methods of Receiving Payments on the 2022 Exchange Notes

        If a holder of 2022 Exchange Notes has given wire transfer instructions to the Company, the Company will pay or cause to be paid all principal, interest and premium on that holder's 2022 Exchange Notes in accordance with those instructions. All other payments on 2022 Exchange Notes will be made at the office or agency of the paying agent and registrar unless the Company elects to make interest payments by check mailed to the Noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the 2022 Exchange Notes

        The Trustee will initially act as paying agent and registrar. The Company may change the paying agent or registrar without prior notice to the holders of the 2022 Exchange Notes, and the Company or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A holder may transfer or exchange 2022 Exchange Notes in accordance with the provisions of the 2022 Notes Indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of 2022 Exchange Notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any 2022 Exchange Note selected for redemption. Also, the Company is not required to transfer or exchange any 2022 Exchange Note for a period of 15 days before a selection of 2022 Exchange Notes to be redeemed.

Optional Redemption

        At any time prior to November 1, 2017, Dynegy may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2022 Notes, upon not less than 30 nor more than 60 days' notice, at a redemption price of 107.375% of the principal amount of the 2022 Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the rights of holders of 2022 Notes on the relevant record date to receive interest due on the relevant interest payment date), with the proceeds of one or more Equity Offerings; provided that:

(1)

at least 65% of the aggregate principal amount of the 2022 Notes issued on the Issue Date (excluding 2022 Notes held by Dynegy and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and



(2)

the redemption occurs within 90 days of the date of the closing of such Equity Offering.

        At any time prior to November 1, 2018, Dynegy may on any one or more occasions redeem all or a part of the 2022 Notes, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount of 2022 Notes redeemed, plus the Applicable 2022 Notes Premium as of, and accrued and unpaid interest, if any, to but excluding the redemption date, subject

62

to the rights of holders of 2022 Notes on the relevant record date to receive interest due on the relevant interest payment date.

        Except pursuant to the preceding two paragraphs, the 2022 Notes will not be redeemable at Dynegy's option prior to November 1, 2018. Dynegy is not prohibited, however, from acquiring the 2022 Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

        On or after November 1, 2018, Dynegy may on any one or more occasions redeem all or a part of the 2022 Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2022 Notes redeemed, to but excluding the applicable redemption date, if redeemed during the 12-month period beginning on May 1 of the years indicated below (subject to the rights of noteholders on the relevant record date to receive interest on the relevant interest payment date):

Year	Percentage
2018		103.688	%
2019		101.844	%
2020 and thereafter		100.000	%

Mandatory Redemption

        The Company is not required to make mandatory redemption or sinking fund payments with respect to the 2022 Notes.

Selection and Notice

        If less than all of the 2022 Exchange Notes are to be redeemed at any time, the Trustee (or registrar if other than the Trustee) will select the 2022 Exchange Notes for redemption on a pro rata basis to the extent practicable or by lot or such other similar method in accordance with the procedures of DTC, unless otherwise required by law or applicable stock exchange requirements.

        No 2022 Exchange Notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail or delivered electronically at least 30 but not more than 60 days before the redemption date to each holder of 2022 Exchange Notes to be redeemed at its registered address, except that redemption notices may be mailed or delivered electronically more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the 2022 Notes or a satisfaction and discharge of the 2022 Notes Indenture. Any redemption notice may, in the Company's discretion, be subject to the satisfaction of one or more conditions precedent. If such redemption is subject to the satisfaction of one of more conditions precedent, such notice shall state that, in the Company's discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), such redemption may not occur and such notice may be rescinded in the event that any or all of such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed.

        If any 2022 Exchange Note is to be redeemed in part only, the notice of redemption that relates to that 2022 Exchange Note will state the portion of the principal amount of that 2022 Exchange Note that is to be redeemed. A new 2022 Exchange Note in principal amount equal to the unredeemed portion of the original 2022 Exchange Note will be issued in the name of the holder of 2022 Exchange Notes upon cancellation of the original 2022 Exchange Note. 2022 Exchange Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on 2022 Exchange Notes or portions of them called for redemption.

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Change of Control

        If a Change of Control occurs, each holder of 2022 Exchange Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's 2022 Exchange Notes pursuant to a change of control offer (the "Change of Control Offer") on the terms set forth in the 2022 Notes Indenture. In the Change of Control Offer, the Company will offer a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of the 2022 Notes repurchased, plus accrued and unpaid interest, if any, on the 2022 Notes to but excluding the date of purchase, subject to the rights of Noteholders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will mail (or deliver electronically) a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase 2022 Exchange Notes on the date for payment specified in the notice (the "Change of Control Payment Date"), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures required by the 2022 Notes Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2022 Exchange Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the 2022 Notes Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the 2022 Notes Indenture by virtue of such compliance.

        On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)

accept for payment all 2022 Exchange Notes or portions of 2022 Exchange Notes properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all 2022 Exchange Notes or portions of 2022 Exchange Notes properly tendered; and



(3)

deliver or cause to be delivered to the Trustee the 2022 Exchange Notes properly accepted together with an Officer's Certificate stating the aggregate principal amount of 2022 Exchange Notes or portions of 2022 Exchange Notes being purchased by the Company.

        The paying agent will promptly mail to each holder of 2022 Exchange Notes properly tendered the Change of Control Payment for such 2022 Exchange Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new 2022 Exchange Note equal in principal amount to any unpurchased portion of the 2022 Exchange Notes surrendered, if any; provided that each new 2022 Exchange Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the 2022 Notes Indenture are applicable. Except as described above with respect to a Change of Control, the 2022 Notes Indenture does not contain provisions that permit the holders of the 2022 Exchange Notes to require that the Company repurchase or redeem the 2022 Exchange Notes in the event of a takeover, recapitalization or similar transaction.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the 2022 Notes Indenture applicable to a Change of Control Offer made by the Company and purchases all 2022 Notes properly tendered and not

64

withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the 2022 Notes Indenture as described above under the caption "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price. A Change in Control Offer may be made in advance of a Change of Control, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Company and its Subsidiaries taken as a whole. There is a limited body of case law interpreting the phrase "substantially all," and there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of 2022 Exchange Notes to require the Company to repurchase its 2022 Exchange Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Certain Covenants

Liens

        The Company will not and will not permit any Subsidiary Guarantor to, create, incur, assume or suffer to exist or become effective any mortgage, pledge or other lien (other than Permitted Liens) upon any Principal Property to secure indebtedness for borrowed money represented by notes, bonds, debentures or other evidences of indebtedness, unless all payments due under the 2022 Notes Indenture and the 2022 Notes issued thereunder are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a lien.

Merger, Consolidation or Sale of Assets

        The Company may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1)

either (a) the Company is the surviving corporation or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the 2022 Notes pursuant to supplemental indentures duly executed by the Trustee;



(2)

the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the 2022 Notes Indenture, the 2022 Notes and the Registration Rights Agreement pursuant to documents in such form as are reasonably satisfactory to the Trustee; and



(3)

immediately after such transaction, no Default or Event of Default exists.

        In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

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        This "Merger, Consolidation or Sale of Assets" covenant will not apply to:

(1)

a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct holding company of the Company; and



(2)

any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries, including by way of merger or consolidation.

Additional 2022 Notes Subsidiary Guarantees

        After the consummation of the Duke Midwest Assets Acquisition (as defined in the 2022 Notes Indenture) or the EquiPower Acquisition (as defined in the 2022 Notes Indenture), as applicable, if any Wholly-Owned Domestic Subsidiary of Dynegy other than a Subsidiary Guarantor becomes a borrower under the Credit Agreement or guarantees any indebtedness under the Credit Agreement, within 30 days thereof Dynegy shall cause such Wholly-Owned Domestic Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will guarantee payment of the 2022 Notes on the same terms and conditions as those applicable to the Subsidiary Guarantors under the 2022 Notes Indenture and will deliver to the trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered and constitute a legally valid and enforceable obligation (subject to customary qualifications and exceptions). Thereafter, such Wholly-Owned Domestic Subsidiary will be a Subsidiary Guarantor with respect to the 2022 Notes until such Wholly-Owned Domestic Subsidiary's 2022 Notes Subsidiary Guarantee with respect to the 2022 Notes is released in accordance with the 2022 Notes Indenture.

Reports

        Whether or not required by the SEC's rules and regulations, so long as any 2022 Notes are outstanding, the Company will furnish to the Trustee, within the time periods (including any extensions thereof) specified in the SEC's rules and regulations:

(1)

all quarterly and annual reports of Dynegy that would be required to be filed with the SEC on Forms 10-Q and 10-K if Dynegy were required to file such reports; and



(2)

all current reports of Dynegy that would be required to be filed with the SEC on Form 8-K if Dynegy were required to file such reports.

        All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on Dynegy's consolidated financial statements by Dynegy's independent registered public accounting firm. In addition, after the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable, the Company will file (or will cause to be filed) a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made with the SEC, the reports will be deemed to have been furnished to the Trustee and holders of 2022 Notes. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings.

        If, notwithstanding the foregoing, the SEC will not accept Dynegy's filings for any reason, the Company will (i) post (or cause to be posted) the reports referred to in the first paragraph of this covenant on Dynegy's website with no password protection within the time periods that would apply if Dynegy were required to file those reports with the SEC, (ii) not later than ten business days after the time Dynegy posts its quarterly and annual reports on its website, hold (or cause to be held) a quarterly conference call to discuss the information contained in such reports and (iii) no fewer than two business days prior to the date of the conference call required to be held in accordance with clause (ii) above, issue (or cause to be issued) a press release to appropriate U.S. wire services

66

announcing the time and date of such conference call and either including all information necessary to access the call or directing the holders or beneficial owners of, and prospective investors in, the 2022 Notes and securities analysts and market makers to contact an individual at Dynegy (for whom contact information shall be provided in such press release) to obtain the information on how to access such conference call.

        In addition, the Company agrees that, for so long as any 2022 Notes remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the SEC, it will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

        Each of the following is an "Event of Default":

(1)

default for 30 days in the payment when due of interest on the 2022 Notes;



(2)

default in payment when due of the principal of, or premium, if any, on the 2022 Notes;



(3)

failure by the Company or a Subsidiary Guarantor to comply with any covenant in the 2022 Notes Indenture (other than a default specified in clause (1) or (2) above) for 60 days after written notice by the Trustee or holders of at least 25% in principal amount of the 2022 Notes;



(4)

default under any document evidencing any indebtedness for borrowed money by the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable) or any Subsidiary Guarantor, whether such indebtedness now exists or is created after the Issue Date, if that default:



(a)

is caused by a failure to pay principal when due at final (and not any interim) maturity on or prior to the expiration of any grace period provided in such indebtedness (a "Payment Default"); or



(b)

results in the acceleration of such indebtedness prior to its express maturity (without such acceleration having been rescinded, annulled or otherwise cured),

and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates $100.0 million or more; provided that this clause (4) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness and (ii) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion);

(5)

except as permitted by the 2022 Notes Indenture, any 2022 Notes Subsidiary Guarantees of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or their 2022 Notes Subsidiary Guarantees; and

67

(6)

(a) a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable), any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian for all or substantially all of the property of the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable), any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable), any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in each of clauses (i), (ii) or (iii), the order, appointment or decree remains unstayed and in effect for at least 60 consecutive days; or (b) the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable), any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors.

        In the case of an Event of Default pursuant to clause (6) of the previous paragraph, the 2022 Notes that are outstanding will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the 2022 Notes that are outstanding may declare all the 2022 Notes to be due and payable immediately.

        Subject to certain limitations, holders of a majority in principal amount of the 2022 Notes that are then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the 2022 Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest.

        In case an Event of Default occurs and is continuing under the 2022 Notes Indenture, the Trustee will be under no obligation to exercise any of the rights or powers under such Indenture at the request or direction of any holders of the 2022 Notes unless such holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a 2022 Note may pursue any remedy with respect to the 2022 Notes Indenture unless:

(1)

such holder has previously given the Trustee notice that an Event of Default is continuing;



(2)

holders of at least 25% in aggregate principal amount of the 2022 Notes that are then outstanding have requested the Trustee to pursue the remedy;



(3)

such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;



(4)

the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and



(5)

holders of a majority in aggregate principal amount of the 2022 Notes that are then outstanding have not given the Trustee a direction inconsistent with such request within such 60-day period.

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        The holders of a majority in aggregate principal amount of the 2022 Notes then outstanding by notice to the Trustee may, on behalf of the holders of the 2022 Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the 2022 Notes Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the 2022 Notes.

        The Company is required to deliver to the Trustee annually a statement regarding compliance with the 2022 Notes Indenture. Upon becoming aware of any Default or Event of Default, Dynegy is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Company or the Subsidiary Guarantors under the 2022 Notes, the 2022 Notes Indenture or the 2022 Notes Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of 2022 Notes by accepting a 2022 Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the 2022 Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the 2022 Notes that are outstanding and all obligations of the Subsidiary Guarantors of such 2022 Notes discharged with respect to their 2022 Notes Subsidiary Guarantees ("Legal Defeasance") except for:

(1)

the rights of holders of the 2022 Notes that are then outstanding to receive payments in respect of the principal of, or interest or premium on such 2022 Notes when such payments are due from the trust referred to below;



(2)

the Company's obligations with respect to the 2022 Notes concerning issuing temporary 2022 Notes, registration of 2022 Notes, mutilated, destroyed, lost or stolen 2022 Notes and the maintenance of an office or agency for payment and money for security payments held in trust;



(3)

the rights, powers, trusts, duties and immunities of the Trustee, and the Company's and the Subsidiary Guarantors' obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the 2022 Notes Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Subsidiary Guarantors released with respect to certain covenants (including the Company's obligation to make Change of Control Offers) that are described in the 2022 Notes Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the 2022 Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described in the section entitled "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the 2022 Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the 2022 Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of

69

independent public accountants to pay the principal of, or interest and premium on the 2022 Notes that are then outstanding on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether such 2022 Notes are being defeased to maturity or to a particular redemption date;

(2)

in the case of Legal Defeasance, the Company has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the 2022 Notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;



(3)

in the case of Covenant Defeasance, the Company has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the 2022 Notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

no Default or Event of Default with respect to the 2022 Notes has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);



(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the 2022 Notes Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;



(6)

the Company must deliver to the Trustee an Officer's Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of the 2022 Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and



(7)

the Company must deliver to the Trustee an Officer's Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the 2022 Notes Indenture, the 2022 Notes and the 2022 Notes Subsidiary Guarantees may be amended or supplemented with the consent of the holders of a majority in principal amount of the 2022 Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the 2022 Notes), and any existing default or compliance with any provision of the 2022 Notes Indenture, the 2022 Notes or the 2022 Notes Subsidiary Guarantees may be waived with the consent of the holders of a majority in principal amount of the 2022 Notes that are then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the 2022 Notes).

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        Without the consent of each holder of the 2022 Notes, an amendment or waiver may not (with respect to the 2022 Notes held by a non-consenting holder):

(1)

reduce the principal amount of the 2022 Notes whose holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the fixed maturity of the 2022 Notes or alter the provisions with respect to the redemption of the 2022 Notes (other than provisions relating to the covenant described above in the section entitled "—Change of Control" and provisions relating to the number of days of notice to be given in the event of a redemption);



(3)

reduce the rate of or change the time for payment of interest on the 2022 Note;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium on the 2022 Notes (except a rescission of acceleration of the 2022 Notes by the holders of a majority in aggregate principal amount of the 2022 Notes and a waiver of the payment default that resulted from such acceleration);



(5)

make any such 2022 Note payable in currency other than that stated in the 2022 Notes;



(6)

make any change in the provisions of the 2022 Notes Indenture relating to waivers of past Defaults or the rights of holders of the 2022 Notes to receive payments of principal of, or interest or premium on the 2022 Notes;



(7)

waive a redemption payment with respect to any 2022 Note (other than a payment required by the covenant described above in the section entitled "—Change of Control"); or



(8)

make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any holder of the 2022 Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the 2022 Notes Indenture, the 2022 Notes and the 2022 Notes Subsidiary Guarantees:

(1)

to cure any ambiguity, defect or inconsistency;



(2)

to provide for the uncertificated 2022 Notes in addition to or in place of the certificated 2022 Notes;



(3)

to provide for the assumption of the Company's or a Subsidiary Guarantor's obligations to holders of the 2022 Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's or such Subsidiary Guarantor's assets;



(4)

to make any change that would provide any additional rights or benefits to the holders of the 2022 Notes or that does not adversely affect the legal rights under the 2022 Notes Indenture of any such holder;



(5)

to comply with requirements of the SEC in order to effect or maintain the qualification of the 2022 Notes Indenture under the Trust Indenture Act;



(6)

to conform the text of the 2022 Notes Indenture or the 2022 Notes to any provision of the "Description of the Notes" section of the confidential offering memorandum of Dynegy, dated October 10, 2014, relating to the initial offering of the 2022 Old Notes to the extent that such provision in that "Description of the Notes" was intended to be a verbatim or substantially verbatim recitation of a provision of the 2022 Notes Indenture, the 2022 Notes or the 2022 Notes Subsidiary Guarantees;



(7)

to evidence and provide for the acceptance and appointment under the 2022 Notes Indenture of a successor trustee pursuant to the requirements thereof;

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(8)

to provide for the issuance of additional 2022 Notes in accordance with the limitations set forth in the 2022 Notes Indenture; or



(9)

to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a 2022 Notes Subsidiary Guarantee with respect to the 2022 Notes.

Satisfaction and Discharge

        The 2022 Notes Indenture will be discharged and will cease to be of further effect as to the 2022 Notes issued thereunder, when:

(1)

either:



(a)

all 2022 Notes that have been authenticated, except lost, stolen or destroyed 2022 Notes that have been replaced or paid and 2022 Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or



(b)

all 2022 Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders of 2022 Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the 2022 Notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;



(2)

no Default or Event of Default under the 2022 Notes Indenture has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound;



(3)

the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under the 2022 Notes Indenture; and



(4)

the Company has delivered irrevocable written instructions to the Trustee under the 2022 Notes Indenture to apply the deposited money toward the payment of the 2022 Notes at maturity or the redemption date, as the case may be.

        In addition, the Company must deliver an Officer's Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the Trustee becomes a creditor of the Company or any Subsidiary Guarantor, the 2022 Notes Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue (if the 2022 Notes Indenture has been qualified under the Trust Indenture Act) or resign.

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        The holders of a majority in principal amount of the 2022 Notes that are outstanding will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The 2022 Notes Indenture provides that, in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the 2022 Notes Indenture at the request of any holder of 2022 Notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

        "2022 Exchange Notes" means the exchange notes to be issued pursuant to the Registration Rights Agreement.

        "2022 Notes Subsidiary Guarantee" means the guarantee by each Subsidiary Guarantor of the Company's obligations under the 2022 Notes Indenture and the 2022 Notes, executed pursuant to the provisions of the 2022 Notes Indenture.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that Beneficial Ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

        "Applicable Law" means, as to any Person, any ordinance, law, treaty, rule or regulation or any determination, ruling or other directive by and from an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property is subject.

        "Applicable 2022 Notes Premium" means, with respect to any 2022 Note on any redemption date, the greater of:

(1)

1.0% of the principal amount of such 2022 Note; or



(2)

the excess of:



(a)

the present value at such redemption date of (i) the redemption price of such 2022 Note at November 1, 2018 (such redemption price being set forth in the table appearing above with respect to the 2022 Notes in the section entitled "—Optional Redemption") plus (ii) all required interest payments due on such 2022 Note through November 1, 2018 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over



(b)

the principal amount of the 2022 Note.

        "Authorized Officer" means, with respect to (i) delivering an Officer's Certificates pursuant to the 2022 Notes Indenture, the chief executive officer, the president, the chief financial officer, the treasurer, the assistant treasurer, the principal accounting officer or any other person of the Company having substantially the same responsibilities as the aforementioned officers, and (ii) any other matter in connection with the 2022 Notes Indenture, the chief executive officer, chief financial officer, treasurer, the assistant treasurer, general counsel or a responsible financial or accounting officer of the Company.

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        "Bankruptcy Law" means Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq., as amended from time to time, or any similar federal or state or other law for the relief of debtors.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

        "Board of Directors" means:

(1)

with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;



(2)

with respect to a partnership, the Board of Directors of the general partner of the partnership;



(3)

with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and



(4)

with respect to any other Person, the board or committee of such Person serving a similar function.

        "Capital Stock" means:

(1)

in the case of a corporation, corporate stock;



(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;



(3)

in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and



(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

        "Change of Control" means the occurrence of any of the following:

(1)

the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Dynegy and its Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d) of the Exchange Act, but excluding any employee benefit plan of Dynegy or any of its Subsidiaries, any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan and one or more Permitted Holders);



(2)

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than one or more Permitted Holders or a corporation owned directly or indirectly by the stockholders of Dynegy in substantially the same proportion as their ownership of stock of Dynegy prior to such transaction, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Dynegy, measured by voting power rather than number of shares; or



(3)

the first day on which a majority of the members of the Board of Directors of Dynegy are not Continuing Directors; or



(4)

prior to the Duke Midwest Escrow Release Date (as defined in the 2022 Notes Indenture) or the EquiPower Escrow Release Date (as defined in the 2022 Notes Indenture), as applicable, Dynegy does not directly or indirectly beneficially own 100% of the Capital Stock of Finance I (as defined herein) or Finance II (as defined herein), as applicable.

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        "Continuing Director" means, as of any date of determination, any member of the Board of Directors of the Company who:

(1)

was a member of such Board of Directors on the Issue Date; or



(2)

was nominated for election or elected to such Board of Directors with the approval of (x) one or more Permitted Holders or (y) a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

        "Credit Agreement" means the Credit Agreement, dated as of April 23, 2013, among Dynegy, various lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

        "Default" means any event, act or condition which with notice or lapse of time, or both, would (without cure or waiver hereunder) constitute an Event of Default.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the 2022 Notes mature.

        "Domestic Subsidiary" means any Subsidiary of Dynegy that was incorporated or organized in the United States or any state thereof or the District of Columbia.

        "Duke Midwest Assets Acquisition" means the acquisition contemplated by the Duke Midwest Purchase Agreement.

        "Duke Midwest Assets Acquisition Deadline" means August 24, 2015.

        "Duke Midwest Purchase Agreement" means the Purchase and Sale Agreement, dated as of August 21, 2014, by and among Dynegy Resource I, LLC, Duke Energy SAM, LLC and Duke Energy Commercial Enterprises, Inc.

        "Dynegy" means Dynegy Inc., a Delaware corporation, and any and all successors thereto.

        "Eligible Escrow Investments" means:

(1)

investments in money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Securities Act, and rated "AAAm" or "AAAm-G" or better by S&P and "Aaa," "Aa1" or "Aa2" by Moody's, including any such money market fund for which the Escrow Agent or any of its Affiliates serves as investment manager, administrator, shareholder servicing agent and/or custodian; and



(2)

deposits in a noninterest-bearing account with the Escrow Agent; provided that such account has full FDIC coverage at least through the Duke Midwest Assets Acquisition Deadlines or EquiPower Acquisition Deadline, as applicable.

        "Environmental CapEx Debt" means indebtedness of the Company or its Subsidiaries incurred for the purpose of financing Environmental Capital Expenditures.

        "Environmental Capital Expenditures" means capital expenditures deemed necessary by the Company or its Subsidiaries to comply with Environmental Laws.

        "Environmental Law" means any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including without limitation

75

any binding judicial or administrative order, consent decree or judgment, relating to the environment, human health or safety (as such relates to exposure to Hazardous Materials) or Hazardous Materials.

        "EquiPower Acquisition" means the acquisition contemplated by the EquiPower Purchase Agreement.

        "EquiPower Acquisition Deadline" means May 11, 2015.

        "EquiPower Purchase Agreement" means each of (i) the Stock Purchase Agreement, dated as of August 21, 2014, among Dynegy Resource II, LLC, Energy Capital Partners II, LP, ("ECP II"), Energy Capital Partners II-A, LP, ("ECP II-A"), Energy Capital Partners II-B, LP, ("ECP II-B"), Energy Capital Partners II-C (Direct IP), LP, ("ECP II-C"), Energy Capital Partners II-D, LP ("ECP II-D"), Energy Capital Partners II (EquiPower Co-Invest), LP, EquiPower Resources Corp. and, solely for certain limited purposes set forth therein, each of Energy Capital Partners II-C, LP ("ECP II-C Fund"), Dynegy and the other parties party thereto and (ii) the Stock Purchase Agreement and Agreement and Plan of Merger, dated as of August 21, 2014, among Dynegy Resource III, LLC, Dynegy Resource III-A, LLC, Brayton Point Holdings, LLC, Energy Capital Partners GP II, LP, ECP II, ECP II-A, ECP II-B, ECP II-D, Energy Capital Partners II-C (Cayman), L.P. and, solely for certain limited purposes set forth therein, ECP II-C Fund, Dynegy and there other parties party thereto.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means any public or private sale of (1) Capital Stock of Dynegy (other than Disqualified Stock and other than to a Subsidiary of Dynegy) or (2) Capital Stock of a direct or indirect parent entity of Dynegy (other than to Dynegy or a Subsidiary of Dynegy) to the extent that the net cash proceeds therefrom are contributed to the common equity capital of Dynegy.

        "Finance I" means Dynegy Finance I, Inc., a Delaware corporation.

        "Finance II" means Dynegy Finance II, Inc., a Delaware corporation.

        "Foreign Subsidiary" of any Person means any Subsidiary of such Person that is not a Domestic Subsidiary.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time; provided, however, that if any operating lease would be recharacterized as a capital lease due to changes in the accounting treatment of such operating leases under GAAP since the Issue Date, then solely with respect to the accounting treatment of any such lease, GAAP shall be interpreted as it was in effect on the Issue Date.

        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer's option.

        "Governmental Authority" means any nation or government, or any state, province, territory or other political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, or any governmental or non-governmental authority regulating the generation and/or transmission of energy, including Electric Reliability Council of Texas.

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        "Hazardous Materials" means (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of "hazardous substances," "hazardous waste," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," "toxic substances," "toxic pollutants," "contaminants," or "pollutants" or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law.

        "Issue Date" means October 27, 2014.

        "Necessary Capital Expenditures" means capital expenditures that are required by Applicable Law (other than Environmental Laws) or undertaken for health and safety reasons or to prevent catastrophic failure of a unit. The term "Necessary Capital Expenditures" does not include any capital expenditure undertaken primarily to increase the efficiency of, expand or re-power any power generation facility.

        "Officer's Certificate" means a certificate signed on behalf of the Company by an Authorized Officer of the Company that meets the requirements set forth in the 2022 Notes Indenture.

        "Permitted Holders" means Franklin Advisers, Inc. and one or more of its Affiliates.

        "Permitted Liens" means:

(1)

liens securing indebtedness in an aggregate principal amount not to exceed the greater of (a) $1.7 billion and (b) 30.0% of Total Assets (determined at the time of incurrence of such indebtedness and without giving effect to subsequent changes);



(2)

liens in favor of the Company or any of the Subsidiary Guarantors;



(3)

liens created for the benefit of (or to secure) the 2022 Notes (or the 2022 Notes Subsidiary Guarantees);



(4)

liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such liens were in existence (or were required to extend to such assets, including by way of an after-acquired property provision) prior to, and not incurred in contemplation of, or to finance, such acquisition;



(5)

liens to secure indebtedness or other obligations incurred to finance Necessary Capital Expenditures that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such indebtedness; and



(6)

liens to secure Environmental CapEx Debt that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such Environmental CapEx Debt.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Principal Property" means any building, structure or other facility (together with the land on which it is erected and fixtures comprising a part thereof) used primarily for manufacturing, processing, research, warehousing or distribution owned by the Company or any of its Subsidiaries, in each case, located within the United States, that has a book value on the date of which the determination is being made, without deduction of any depreciation reserves, exceeding 2% of Total Assets, other than any such facility that the Company reasonably determines is not material to the business of the Company and its Subsidiaries taken as a whole.

        "Registration Rights Agreement" means the registration rights agreement, dated as of October 27, 2014, among Dynegy (as successor in interest to each of Dynegy Finance I, Inc. and Dynegy

77

Finance II, Inc.), the Subsidiary Guarantors, and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of certain initial purchasers.

        "Qualifying Equity Interests" means Equity Interests of Dynegy other than Disqualified Stock.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of indebtedness, the date on which the payment of interest or principal is scheduled to be paid in the documentation governing such indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subsidiary" means, with respect to any specified Person:

(1)

any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

        "Subsidiary Guarantor" means any of the Company's current and future Wholly-Owned Domestic Subsidiaries that guarantees the 2022 Notes pursuant to the provisions of the 2022 Notes Indenture, in each case, until the 2022 Notes Subsidiary Guarantee of such Person has been released in accordance with the provisions of the 2022 Notes Indenture.

        "Total Assets" means, as of any date of determination, the total consolidated assets of the Company and its Subsidiaries, determined in accordance with GAAP, as shown on the most recent publicly available balance sheet of the Company, and after giving pro forma effect to any acquisition or disposal of any property or assets consummated after the date of the applicable balance sheet and on or prior to the date of determination.

        "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to November 1, 2018; provided that if the period from the redemption date to November 1, 2018 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Wholly-Owned Domestic Subsidiary" means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary.

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        "Wholly-Owned Subsidiary" means, as to any Person, (i) any corporation 100% of whose Capital Stock is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such time (other than, in the case of a Foreign Subsidiary of Dynegy with respect to the preceding clauses (i) and (ii), director's qualifying shares and/or other nominal amount of shares required to be held by Persons other than the Company and its Subsidiaries under applicable law).

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DESCRIPTION OF THE 2024 EXCHANGE NOTES

        We issued the 2024 Old Notes and will issue the 2024 Exchange Notes (collectively, the "2024 Notes") under an Indenture, dated as of October 27, 2014 (as amended, supplemented or modified from time to time, the "2024 Notes Indenture"), among Dynegy, as successor in interest to Dynegy Finance II, Inc., the Subsidiary Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the "Trustee"), in a private transaction that was not subject to the registration requirements of the Securities Act. The terms of the 2024 Old Notes include those expressly set forth in the 2024 Notes Indenture and those made part of the 2024 Notes Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The following description is a summary of the material provisions of the 2024 Notes Indenture. This summary does not restate the 2024 Notes Indenture in its entirety and is subject to and is qualified by reference to all of the provisions of the 2024 Notes Indenture, including the definitions of certain terms used therein. We urge you to read the 2024 Notes Indenture because it, and not this description, defines your rights as a holder of the 2024 Notes.

        Certain terms used in this description are defined in the section entitled "—Certain Definitions." Defined terms used in this description but not defined under "—Certain Definitions" have the meanings assigned to them in the 2024 Notes Indenture. In this description, the words "Dynegy," "the Company," "we" and "our" refer only to Dynegy and not to any of its subsidiaries.

        The registered holder of a 2024 Note will be treated as the owner of it for all purposes. Only registered holders of 2024 Notes will have rights under the 2024 Notes Indenture. In exchange for the 2024 Old Notes, we will issue the 2024 Exchange Notes under the 2024 Notes Indenture pursuant to this prospectus.

        All references to the 2024 Notes below refer to the 2024 Old Notes and the 2024 Exchange Notes, unless the context otherwise requires.

The 2024 Exchange Notes

        The 2024 Exchange Notes will:

•

be general unsecured obligations of Dynegy;

•

rank pari passu in right of payment with all of Dynegy's existing and future senior indebtedness;

•

be effectively subordinated to Dynegy's secured indebtedness, including indebtedness incurred under the Credit Agreement, to the extent of the value of the collateral securing such indebtedness;

•

be senior in right of payment to any of Dynegy's subordinated indebtedness; and

•

be unconditionally guaranteed on a joint and several basis by the Subsidiary Guarantors.

        In the exchange offer for the 2024 Notes, Dynegy will issue up to $1,250,000,000 in aggregate principal amount of 7.625% Senior Notes due 2024. The 2024 Exchange Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Additional 2024 Notes may be issued under the 2024 Notes Indenture from time to time without the consent of the existing holders of the 2024 Notes. Any additional 2024 Notes issued will have the same terms as the 2024 Notes, except for the issue date, issue price and initial interest payment date. The 2024 Notes and any additional 2024 Notes subsequently issued under the 2024 Notes Indenture will be treated as a single class for all purposes under the 2024 Notes Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of this description, references to "2024 Notes" include any additional 2024 Notes issued.

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Maturity and Interest

        The 2024 Notes will mature on November 1, 2024. Interest on the 2024 Notes will accrue at the rate of 7.625% per annum and will be payable semiannually in arrears on May 1 and November 1 of each year, to the holders of record of 2024 Notes at the close of business on April 15 and October 15, respectively, immediately preceding such interest payment date.

        Interest on the 2024 Notes will accrue from the applicable date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. All references to "interest" in this description will be deemed to include any Special Interest payable pursuant to the Registration Rights Agreement.

The 2024 Notes Subsidiary Guarantees

        The 2024 Notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of Dynegy's current and future Wholly-Owned Domestic Subsidiaries that from time to time is a borrower or guarantor under the Credit Agreement. The obligations of each Subsidiary Guarantor under its 2024 Notes Subsidiary Guarantee will be limited as necessary to prevent such 2024 Notes Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Related to the Notes—A court could cancel the guarantees of the Notes by our subsidiaries under fraudulent transfer law."

        Each Subsidiary Guarantor's guarantee of the 2024 Exchange Notes will:

•

be a general unsecured obligation of such Subsidiary Guarantor;

•

rank pari passu in right of payment with all of such Subsidiary Guarantor's existing and future senior indebtedness;

•

be effectively subordinated to such Subsidiary Guarantor's secured indebtedness, including such Subsidiary Guarantor's guarantee of Dynegy's obligations under the Credit Agreement, to the extent of the value of the collateral securing such indebtedness; and

•

be senior in right of payment to any of such Subsidiary Guarantor's subordinated indebtedness.

        A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than Dynegy or another Subsidiary Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists.

        The 2024 Notes Subsidiary Guarantee of a Subsidiary Guarantor will be released automatically:

(1)

upon the release, discharge or termination of such Subsidiary Guarantor's obligations as a borrower under the Credit Agreement or such Subsidiary Guarantor's guarantee of the Credit Agreement; or



(2)

upon defeasance or satisfaction and discharge of the 2024 Notes as provided below under the captions "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge."

        As of March 31, 2015, Dynegy and the Subsidiary Guarantors had an aggregate of approximately $7,211 million of indebtedness, of which $786 million was secured. Additionally, Dynegy has approximately $347 million available, net of letters of credit outstanding, for future borrowings under its revolving credit facility.

        Not all of Dynegy's subsidiaries will guarantee the 2024 Exchange Notes. The 2024 Exchange Notes will be effectively subordinated in right of payment to all liabilities of any of Dynegy's subsidiaries that does not guarantee the 2024 Exchange Notes, except to the extent that Dynegy is itself recognized as a creditor of the subsidiary, in which case its claims would still be effectively

81

subordinated to the extent of any collateral securing such liabilities and would still be subordinated in right of payment to any indebtedness of the subsidiary senior to that held by Dynegy. As of March 31, 2015, the Subsidiary Guarantors held 34% of Dynegy's consolidated total assets. In addition, as of March 31, 2015, total operating revenues of the Subsidiary Guarantors were approximately 66% and 65% of Dynegy's consolidated operating revenues for the year ended December 31, 2014 and the three months ended March 31, 2015. See "Risk Factors—Risks Related to the Notes—Your right to receive payments on the Exchange Notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize."

Methods of Receiving Payments on the 2024 Exchange Notes

        If a holder of 2024 Exchange Notes has given wire transfer instructions to the Company, the Company will pay or cause to be paid all principal, interest and premium on that holder's 2024 Exchange Notes in accordance with those instructions. All other payments on 2024 Exchange Notes will be made at the office or agency of the paying agent and registrar unless the Company elects to make interest payments by check mailed to the Noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the 2024 Exchange Notes

        The Trustee will initially act as paying agent and registrar. The Company may change the paying agent or registrar without prior notice to the holders of the 2024 Exchange Notes, and the Company or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A holder may transfer or exchange 2024 Exchange Notes in accordance with the provisions of the 2024 Notes Indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of 2024 Exchange Notes. Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any 2024 Exchange Note selected for redemption. Also, the Company is not required to transfer or exchange any 2024 Exchange Note for a period of 15 days before a selection of 2024 Exchange Notes to be redeemed.

Optional Redemption

        At any time prior to November 1, 2017, Dynegy may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2024 Notes, upon not less than 30 nor more than 60 days' notice, at a redemption price of 107.625% of the principal amount of the 2024 Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the rights of holders of 2024 Notes on the relevant record date to receive interest due on the relevant interest payment date), with the proceeds of one or more Equity Offerings; provided that:

(1)

at least 65% of the aggregate principal amount of the 2024 Notes issued on the Issue Date (excluding 2024 Notes held by Dynegy and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and



(2)

the redemption occurs within 90 days of the date of the closing of such Equity Offering.

        At any time prior to November 1, 2019, Dynegy may on any one or more occasions redeem all or a part of the 2024 Notes, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to 100% of the principal amount of 2024 Notes redeemed, plus the Applicable 2024 Notes Premium as of, and accrued and unpaid interest, if any, to but excluding the redemption date, subject

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to the rights of holders of 2024 Notes on the relevant record date to receive interest due on the relevant interest payment date.

        Except pursuant to the preceding two paragraphs, the 2024 Notes will not be redeemable at Dynegy's option prior to November 1, 2019. Dynegy is not prohibited, however, from acquiring the 2024 Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

        On or after November 1, 2019, Dynegy may on any one or more occasions redeem all or a part of the 2024 Notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2024 Notes redeemed, to but excluding the applicable redemption date, if redeemed during the 12-month period beginning on May 1 of the years indicated below (subject to the rights of noteholders on the relevant record date to receive interest on the relevant interest payment date):

Year	Percentage
2019		103.813	%
2020		102.542
2021		101.271	%
2024 and thereafter		100.000	%

Mandatory Redemption

        The Company is not required to make mandatory redemption or sinking fund payments with respect to the 2024 Notes.

Selection and Notice

        If less than all of the 2024 Exchange Notes are to be redeemed at any time, the Trustee (or registrar if other than the Trustee) will select the 2024 Exchange Notes for redemption on a pro rata basis to the extent practicable or by lot or such other similar method in accordance with the procedures of DTC, unless otherwise required by law or applicable stock exchange requirements.

        No 2024 Exchange Notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail or delivered electronically at least 30 but not more than 60 days before the redemption date to each holder of 2024 Exchange Notes to be redeemed at its registered address, except that redemption notices may be mailed or delivered electronically more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the 2024 Notes or a satisfaction and discharge of the 2024 Notes Indenture. Any redemption notice may, in the Company's discretion, be subject to the satisfaction of one or more conditions precedent. If such redemption is subject to the satisfaction of one of more conditions precedent, such notice shall state that, in the Company's discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), such redemption may not occur and such notice may be rescinded in the event that any or all of such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed.

        If any 2024 Exchange Note is to be redeemed in part only, the notice of redemption that relates to that 2024 Exchange Note will state the portion of the principal amount of that 2024 Exchange Note that is to be redeemed. A new 2024 Exchange Note in principal amount equal to the unredeemed portion of the original 2024 Exchange Note will be issued in the name of the holder of 2024 Exchange Notes upon cancellation of the original 2024 Exchange Note. 2024 Exchange Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on 2024 Exchange Notes or portions of them called for redemption.

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Change of Control

        If a Change of Control occurs, each holder of 2024 Exchange Notes will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's 2024 Exchange Notes pursuant to a change of control offer (the "Change of Control Offer") on the terms set forth in the 2024 Notes Indenture. In the Change of Control Offer, the Company will offer a payment (the "Change of Control Payment") in cash equal to 101% of the aggregate principal amount of the 2024 Notes repurchased, plus accrued and unpaid interest, if any, on the 2024 Notes to but excluding the date of purchase, subject to the rights of Noteholders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will mail (or deliver electronically) a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase 2024 Exchange Notes on the date for payment specified in the notice (the "Change of Control Payment Date"), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures required by the 2024 Notes Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the 2024 Exchange Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the 2024 Notes Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the 2024 Notes Indenture by virtue of such compliance.

        On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)

accept for payment all 2024 Exchange Notes or portions of 2024 Exchange Notes properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all 2024 Exchange Notes or portions of 2024 Exchange Notes properly tendered; and



(3)

deliver or cause to be delivered to the Trustee the 2024 Exchange Notes properly accepted together with an Officer's Certificate stating the aggregate principal amount of 2024 Exchange Notes or portions of 2024 Exchange Notes being purchased by the Company.

        The paying agent will promptly mail to each holder of 2024 Exchange Notes properly tendered the Change of Control Payment for such 2024 Exchange Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new 2024 Exchange Note equal in principal amount to any unpurchased portion of the 2024 Exchange Notes surrendered, if any; provided that each new 2024 Exchange Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the 2024 Notes Indenture are applicable. Except as described above with respect to a Change of Control, the 2024 Notes Indenture does not contain provisions that permit the holders of the 2024 Exchange Notes to require that the Company repurchase or redeem the 2024 Exchange Notes in the event of a takeover, recapitalization or similar transaction.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the 2024 Notes Indenture applicable to a Change of Control Offer made by the Company and purchases all 2024 Notes properly tendered and not

84

withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the 2024 Notes Indenture as described above under the caption "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price. A Change in Control Offer may be made in advance of a Change of Control, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Company and its Subsidiaries taken as a whole. There is a limited body of case law interpreting the phrase "substantially all," and there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of 2024 Exchange Notes to require the Company to repurchase its 2024 Exchange Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Certain Covenants

Liens

        The Company will not and will not permit any Subsidiary Guarantor to, create, incur, assume or suffer to exist or become effective any mortgage, pledge or other lien (other than Permitted Liens) upon any Principal Property to secure indebtedness for borrowed money represented by notes, bonds, debentures or other evidences of indebtedness, unless all payments due under the 2024 Notes Indenture and the 2024 Notes issued thereunder are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a lien.

Merger, Consolidation or Sale of Assets

        The Company may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1)

either (a) the Company is the surviving corporation or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided that if the Person is a partnership or limited liability company, then a corporation wholly-owned by such Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia that does not and will not have any material assets or operations shall become a co-issuer of the 2024 Notes pursuant to supplemental indentures duly executed by the Trustee;



(2)

the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the 2024 Notes Indenture, the 2024 Notes and the Registration Rights Agreement pursuant to documents in such form as are reasonably satisfactory to the Trustee; and



(3)

immediately after such transaction, no Default or Event of Default exists.

        In addition, the Company may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

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        This "Merger, Consolidation or Sale of Assets" covenant will not apply to:

(1)

a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct holding company of the Company; and



(2)

any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries, including by way of merger or consolidation.

Additional 2024 Notes Subsidiary Guarantees

        After the consummation of the Duke Midwest Assets Acquisition (as defined in the 2024 Notes Indenture) or the EquiPower Acquisition (as defined in the 2024 Notes Indenture), as applicable, if any Wholly-Owned Domestic Subsidiary of Dynegy other than a Subsidiary Guarantor becomes a borrower under the Credit Agreement or guarantees any indebtedness under the Credit Agreement, within 30 days thereof Dynegy shall cause such Wholly-Owned Domestic Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will guarantee payment of the 2024 Notes on the same terms and conditions as those applicable to the Subsidiary Guarantors under the 2024 Notes Indenture and will deliver to the trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered and constitute a legally valid and enforceable obligation (subject to customary qualifications and exceptions). Thereafter, such Wholly-Owned Domestic Subsidiary will be a Subsidiary Guarantor with respect to the 2024 Notes until such Wholly-Owned Domestic Subsidiary's 2024 Notes Subsidiary Guarantee with respect to the 2024 Notes is released in accordance with the 2024 Notes Indenture.

Reports

        Whether or not required by the SEC's rules and regulations, so long as any 2024 Notes are outstanding, the Company will furnish to the Trustee, within the time periods (including any extensions thereof) specified in the SEC's rules and regulations:

(1)

all quarterly and annual reports of Dynegy that would be required to be filed with the SEC on Forms 10-Q and 10-K if Dynegy were required to file such reports; and



(2)

all current reports of Dynegy that would be required to be filed with the SEC on Form 8-K if Dynegy were required to file such reports.

        All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on Dynegy's consolidated financial statements by Dynegy's independent registered public accounting firm. In addition, after the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable, the Company will file (or will cause to be filed) a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made with the SEC, the reports will be deemed to have been furnished to the Trustee and holders of 2024 Notes. The Company agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings.

        If, notwithstanding the foregoing, the SEC will not accept Dynegy's filings for any reason, the Company will (i) post (or cause to be posted) the reports referred to in the first paragraph of this covenant on Dynegy's website with no password protection within the time periods that would apply if Dynegy were required to file those reports with the SEC, (ii) not later than ten business days after the time Dynegy posts its quarterly and annual reports on its website, hold (or cause to be held) a quarterly conference call to discuss the information contained in such reports and (iii) no fewer than two business days prior to the date of the conference call required to be held in accordance with clause (ii) above, issue (or cause to be issued) a press release to appropriate U.S. wire services

86

announcing the time and date of such conference call and either including all information necessary to access the call or directing the holders or beneficial owners of, and prospective investors in, the 2024 Notes and securities analysts and market makers to contact an individual at Dynegy (for whom contact information shall be provided in such press release) to obtain the information on how to access such conference call.

        In addition, the Company agrees that, for so long as any 2024 Notes remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the SEC, it will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

        Each of the following is an "Event of Default":

(1)

default for 30 days in the payment when due of interest on the 2024 Notes;



(2)

default in payment when due of the principal of, or premium, if any, on the 2024 Notes;



(3)

failure by the Company or a Subsidiary Guarantor to comply with any covenant in the 2024 Notes Indenture (other than a default specified in clause (1) or (2) above) for 60 days after written notice by the Trustee or holders of at least 25% in principal amount of the 2024 Notes;



(4)

default under any document evidencing any indebtedness for borrowed money by the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable) or any Subsidiary Guarantor, whether such indebtedness now exists or is created after the Issue Date, if that default:



(a)

is caused by a failure to pay principal when due at final (and not any interim) maturity on or prior to the expiration of any grace period provided in such indebtedness (a "Payment Default"); or



(b)

results in the acceleration of such indebtedness prior to its express maturity (without such acceleration having been rescinded, annulled or otherwise cured),

and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates $100.0 million or more; provided that this clause (4) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness and (ii) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion);

(5)

except as permitted by the 2024 Notes Indenture, any 2024 Notes Subsidiary Guarantees of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or their 2024 Notes Subsidiary Guarantees; and

87

(6)

(a) a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable), any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian for all or substantially all of the property of the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable), any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable), any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in each of clauses (i), (ii) or (iii), the order, appointment or decree remains unstayed and in effect for at least 60 consecutive days; or (b) the Company (or Dynegy prior to the consummation of the Duke Midwest Assets Acquisition or the EquiPower Acquisition, as applicable), any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors.

        In the case of an Event of Default pursuant to clause (6) of the previous paragraph, the 2024 Notes that are outstanding will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the 2024 Notes that are outstanding may declare all the 2024 Notes to be due and payable immediately.

        Subject to certain limitations, holders of a majority in principal amount of the 2024 Notes that are then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the 2024 Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest.

        In case an Event of Default occurs and is continuing under the 2024 Notes Indenture, the Trustee will be under no obligation to exercise any of the rights or powers under such Indenture at the request or direction of any holders of the 2024 Notes unless such holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a 2024 Note may pursue any remedy with respect to the 2024 Notes Indenture unless:

(1)

such holder has previously given the Trustee notice that an Event of Default is continuing;



(2)

holders of at least 25% in aggregate principal amount of the 2024 Notes that are then outstanding have requested the Trustee to pursue the remedy;



(3)

such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;



(4)

the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and



(5)

holders of a majority in aggregate principal amount of the 2024 Notes that are then outstanding have not given the Trustee a direction inconsistent with such request within such 60-day period.

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        The holders of a majority in aggregate principal amount of the 2024 Notes then outstanding by notice to the Trustee may, on behalf of the holders of the 2024 Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the 2024 Notes Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the 2024 Notes.

        The Company is required to deliver to the Trustee annually a statement regarding compliance with the 2024 Notes Indenture. Upon becoming aware of any Default or Event of Default, Dynegy is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Company or the Subsidiary Guarantors under the 2024 Notes, the 2024 Notes Indenture or the 2024 Notes Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of 2024 Notes by accepting a 2024 Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the 2024 Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the 2024 Notes that are outstanding and all obligations of the Subsidiary Guarantors of such 2024 Notes discharged with respect to their 2024 Notes Subsidiary Guarantees ("Legal Defeasance") except for:

(1)

the rights of holders of the 2024 Notes that are then outstanding to receive payments in respect of the principal of, or interest or premium on such 2024 Notes when such payments are due from the trust referred to below;



(2)

the Company's obligations with respect to the 2024 Notes concerning issuing temporary 2024 Notes, registration of 2024 Notes, mutilated, destroyed, lost or stolen 2024 Notes and the maintenance of an office or agency for payment and money for security payments held in trust;



(3)

the rights, powers, trusts, duties and immunities of the Trustee, and the Company's and the Subsidiary Guarantors' obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the 2024 Notes Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Subsidiary Guarantors released with respect to certain covenants (including the Company's obligation to make Change of Control Offers) that are described in the 2024 Notes Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the 2024 Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described in the section entitled "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the 2024 Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the 2024 Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of

89

independent public accountants to pay the principal of, or interest and premium on the 2024 Notes that are then outstanding on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether such 2024 Notes are being defeased to maturity or to a particular redemption date;

(2)

in the case of Legal Defeasance, the Company has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the 2024 Notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;



(3)

in the case of Covenant Defeasance, the Company has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the 2024 Notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

no Default or Event of Default with respect to the 2024 Notes has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);



(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the 2024 Notes Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;



(6)

the Company must deliver to the Trustee an Officer's Certificate stating that the deposit was not made by the Company with the intent of preferring the holders of the 2024 Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and



(7)

the Company must deliver to the Trustee an Officer's Certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the 2024 Notes Indenture, the 2024 Notes and the 2024 Notes Subsidiary Guarantees may be amended or supplemented with the consent of the holders of a majority in principal amount of the 2024 Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the 2024 Notes), and any existing default or compliance with any provision of the 2024 Notes Indenture, the 2024 Notes or the 2024 Notes Subsidiary Guarantees may be waived with the consent of the holders of a majority in principal amount of the 2024 Notes that are then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the 2024 Notes).

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        Without the consent of each holder of the 2024 Notes, an amendment or waiver may not (with respect to the 2024 Notes held by a non-consenting holder):

(1)

reduce the principal amount of the 2024 Notes whose holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the fixed maturity of the 2024 Notes or alter the provisions with respect to the redemption of the 2024 Notes (other than provisions relating to the covenant described above in the section entitled "—Change of Control" and provisions relating to the number of days of notice to be given in the event of a redemption);



(3)

reduce the rate of or change the time for payment of interest on the 2024 Note;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium on the 2024 Notes (except a rescission of acceleration of the 2024 Notes by the holders of a majority in aggregate principal amount of the 2024 Notes and a waiver of the payment default that resulted from such acceleration);



(5)

make any such 2024 Note payable in currency other than that stated in the 2024 Notes;



(6)

make any change in the provisions of the 2024 Notes Indenture relating to waivers of past Defaults or the rights of holders of the 2024 Notes to receive payments of principal of, or interest or premium on the 2024 Notes;



(7)

waive a redemption payment with respect to any 2024 Note (other than a payment required by the covenant described above in the section entitled "—Change of Control"); or



(8)

make any change in the preceding amendment and waiver provisions.

        Notwithstanding the preceding, without the consent of any holder of the 2024 Notes, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the 2024 Notes Indenture, the 2024 Notes and the 2024 Notes Subsidiary Guarantees:

(1)

to cure any ambiguity, defect or inconsistency;



(2)

to provide for the uncertificated 2024 Notes in addition to or in place of the certificated 2024 Notes;



(3)

to provide for the assumption of the Company's or a Subsidiary Guarantor's obligations to holders of the 2024 Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's or such Subsidiary Guarantor's assets;



(4)

to make any change that would provide any additional rights or benefits to the holders of the 2024 Notes or that does not adversely affect the legal rights under the 2024 Notes Indenture of any such holder;



(5)

to comply with requirements of the SEC in order to effect or maintain the qualification of the 2024 Notes Indenture under the Trust Indenture Act;



(6)

to conform the text of the 2024 Notes Indenture or the 2024 Notes to any provision of the "Description of the Notes" section of the confidential offering memorandum of Dynegy, dated October 10, 2014, relating to the initial offering of the 2024 Old Notes to the extent that such provision in that "Description of the Notes" was intended to be a verbatim or substantially verbatim recitation of a provision of the 2024 Notes Indenture, the 2024 Notes or the 2024 Notes Subsidiary Guarantees;



(7)

to evidence and provide for the acceptance and appointment under the 2024 Notes Indenture of a successor trustee pursuant to the requirements thereof;

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(8)

to provide for the issuance of additional 2024 Notes in accordance with the limitations set forth in the 2024 Notes Indenture; or



(9)

to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a 2024 Notes Subsidiary Guarantee with respect to the 2024 Notes.

Satisfaction and Discharge

        The 2024 Notes Indenture will be discharged and will cease to be of further effect as to the 2024 Notes issued thereunder, when:

(1)

either:



(a)

all 2024 Notes that have been authenticated, except lost, stolen or destroyed 2024 Notes that have been replaced or paid and 2024 Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or



(b)

all 2024 Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders of 2024 Notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the 2024 Notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;



(2)

no Default or Event of Default under the 2024 Notes Indenture has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound;



(3)

the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it under the 2024 Notes Indenture; and



(4)

the Company has delivered irrevocable written instructions to the Trustee under the 2024 Notes Indenture to apply the deposited money toward the payment of the 2024 Notes at maturity or the redemption date, as the case may be.

        In addition, the Company must deliver an Officer's Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the Trustee becomes a creditor of the Company or any Subsidiary Guarantor, the 2024 Notes Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue (if the 2024 Notes Indenture has been qualified under the Trust Indenture Act) or resign.

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        The holders of a majority in principal amount of the 2024 Notes that are outstanding will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The 2024 Notes Indenture provides that, in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the 2024 Notes Indenture at the request of any holder of 2024 Notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

        "2024 Exchange Notes" means the exchange notes to be issued pursuant to the Registration Rights Agreement.

        "2024 Notes Subsidiary Guarantee" means the guarantee by each Subsidiary Guarantor of the Company's obligations under the 2024 Notes Indenture and the 2024 Notes, executed pursuant to the provisions of the 2024 Notes Indenture.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that Beneficial Ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

        "Applicable Law" means, as to any Person, any ordinance, law, treaty, rule or regulation or any determination, ruling or other directive by and from an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property is subject.

        "Applicable 2024 Notes Premium" means, with respect to any 2024 Note on any redemption date, the greater of:

(1)

1.0% of the principal amount of such 2024 Note; or



(2)

the excess of:



(a)

the present value at such redemption date of (i) the redemption price of such 2024 Note at November 1, 2019 (such redemption price being set forth in the table appearing above with respect to the 2024 Notes in the section entitled "—Optional Redemption") plus (ii) all required interest payments due on such 2024 Note through November 1, 2019 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over



(b)

the principal amount of the 2024 Note.

        "Authorized Officer" means, with respect to (i) delivering an Officer's Certificates pursuant to the 2024 Notes Indenture, the chief executive officer, the president, the chief financial officer, the treasurer, the assistant treasurer, the principal accounting officer or any other person of the Company having substantially the same responsibilities as the aforementioned officers, and (ii) any other matter in connection with the 2024 Notes Indenture, the chief executive officer, chief financial officer, treasurer, the assistant treasurer, general counsel or a responsible financial or accounting officer of the Company.

93

        "Bankruptcy Law" means Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq., as amended from time to time, or any similar federal or state or other law for the relief of debtors.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

        "Board of Directors" means:

(1)

with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;



(2)

with respect to a partnership, the Board of Directors of the general partner of the partnership;



(3)

with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and



(4)

with respect to any other Person, the board or committee of such Person serving a similar function.

        "Capital Stock" means:

(1)

in the case of a corporation, corporate stock;



(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;



(3)

in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and



(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

        "Change of Control" means the occurrence of any of the following:

(1)

the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Dynegy and its Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d) of the Exchange Act, but excluding any employee benefit plan of Dynegy or any of its Subsidiaries, any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan and one or more Permitted Holders);



(2)

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than one or more Permitted Holders or a corporation owned directly or indirectly by the stockholders of Dynegy in substantially the same proportion as their ownership of stock of Dynegy prior to such transaction, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Dynegy, measured by voting power rather than number of shares; or



(3)

the first day on which a majority of the members of the Board of Directors of Dynegy are not Continuing Directors; or



(4)

prior to the Duke Midwest Escrow Release Date (as defined in the 2024 Notes Indenture) or the EquiPower Escrow Release Date (as defined in the 2024 Notes Indenture), as applicable, Dynegy does not directly or indirectly beneficially own 100% of the Capital Stock of Finance I (as defined herein) or Finance II (as defined herein), as applicable.

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        "Continuing Director" means, as of any date of determination, any member of the Board of Directors of the Company who:

(1)

was a member of such Board of Directors on the Issue Date; or



(2)

was nominated for election or elected to such Board of Directors with the approval of (x) one or more Permitted Holders or (y) a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

        "Credit Agreement" means the Credit Agreement, dated as of April 23, 2013, among Dynegy, various lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

        "Default" means any event, act or condition which with notice or lapse of time, or both, would (without cure or waiver hereunder) constitute an Event of Default.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the 2024 Notes mature.

        "Domestic Subsidiary" means any Subsidiary of Dynegy that was incorporated or organized in the United States or any state thereof or the District of Columbia.

        "Duke Midwest Assets Acquisition" means the acquisition contemplated by the Duke Midwest Purchase Agreement.

        "Duke Midwest Assets Acquisition Deadline" means August 24, 2015.

        "Duke Midwest Purchase Agreement" means the Purchase and Sale Agreement, dated as of August 21, 2014, by and among Dynegy Resource I, LLC, Duke Energy SAM, LLC and Duke Energy Commercial Enterprises, Inc.

        "Dynegy" means Dynegy Inc., a Delaware corporation, and any and all successors thereto.

        "Eligible Escrow Investments" means:

(1)

investments in money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Securities Act, and rated "AAAm" or "AAAm-G" or better by S&P and "Aaa," "Aa1" or "Aa2" by Moody's, including any such money market fund for which the Escrow Agent or any of its Affiliates serves as investment manager, administrator, shareholder servicing agent and/or custodian; and



(2)

deposits in a noninterest-bearing account with the Escrow Agent; provided that such account has full FDIC coverage at least through the Duke Midwest Assets Acquisition Deadlines or EquiPower Acquisition Deadline, as applicable.

        "Environmental CapEx Debt" means indebtedness of the Company or its Subsidiaries incurred for the purpose of financing Environmental Capital Expenditures.

        "Environmental Capital Expenditures" means capital expenditures deemed necessary by the Company or its Subsidiaries to comply with Environmental Laws.

        "Environmental Law" means any applicable Federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including without limitation

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any binding judicial or administrative order, consent decree or judgment, relating to the environment, human health or safety (as such relates to exposure to Hazardous Materials) or Hazardous Materials.

        "EquiPower Acquisition" means the acquisition contemplated by the EquiPower Purchase Agreement.

        "EquiPower Acquisition Deadline" means May 11, 2015.

        "EquiPower Purchase Agreement" means each of (i) the Stock Purchase Agreement, dated as of August 21, 2014, among Dynegy Resource II, LLC, Energy Capital Partners II, LP, ("ECP II"), Energy Capital Partners II-A, LP, ("ECP II-A"), Energy Capital Partners II-B, LP, ("ECP II-B"), Energy Capital Partners II-C (Direct IP), LP, ("ECP II-C"), Energy Capital Partners II-D, LP ("ECP II-D"), Energy Capital Partners II (EquiPower Co-Invest), LP, EquiPower Resources Corp. and, solely for certain limited purposes set forth therein, each of Energy Capital Partners II-C, LP ("ECP II-C Fund"), Dynegy and the other parties party thereto and (ii) the Stock Purchase Agreement and Agreement and Plan of Merger, dated as of August 21, 2014, among Dynegy Resource III, LLC, Dynegy Resource III-A, LLC, Brayton Point Holdings, LLC, Energy Capital Partners GP II, LP, ECP II, ECP II-A, ECP II-B, ECP II-D, Energy Capital Partners II-C (Cayman), L.P. and, solely for certain limited purposes set forth therein, ECP II-C Fund, Dynegy and there other parties party thereto.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means any public or private sale of (1) Capital Stock of Dynegy (other than Disqualified Stock and other than to a Subsidiary of Dynegy) or (2) Capital Stock of a direct or indirect parent entity of Dynegy (other than to Dynegy or a Subsidiary of Dynegy) to the extent that the net cash proceeds therefrom are contributed to the common equity capital of Dynegy.

        "Finance I" means Dynegy Finance I, Inc., a Delaware corporation.

        "Finance II" means Dynegy Finance II, Inc., a Delaware corporation.

        "Foreign Subsidiary" of any Person means any Subsidiary of such Person that is not a Domestic Subsidiary.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time; provided, however, that if any operating lease would be recharacterized as a capital lease due to changes in the accounting treatment of such operating leases under GAAP since the Issue Date, then solely with respect to the accounting treatment of any such lease, GAAP shall be interpreted as it was in effect on the Issue Date.

        "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer's option.

        "Governmental Authority" means any nation or government, or any state, province, territory or other political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, or any governmental or non-governmental authority regulating the generation and/or transmission of energy, including Electric Reliability Council of Texas.

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        "Hazardous Materials" means (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of "hazardous substances," "hazardous waste," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," "toxic substances," "toxic pollutants," "contaminants," or "pollutants" or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law.

        "Issue Date" means October 27, 2014.

        "Necessary Capital Expenditures" means capital expenditures that are required by Applicable Law (other than Environmental Laws) or undertaken for health and safety reasons or to prevent catastrophic failure of a unit. The term "Necessary Capital Expenditures" does not include any capital expenditure undertaken primarily to increase the efficiency of, expand or re-power any power generation facility.

        "Officer's Certificate" means a certificate signed on behalf of the Company by an Authorized Officer of the Company that meets the requirements set forth in the 2024 Notes Indenture.

        "Permitted Holders" means Franklin Advisers, Inc. and one or more of its Affiliates.

        "Permitted Liens" means:

(1)

liens securing indebtedness in an aggregate principal amount not to exceed the greater of (a) $1.7 billion and (b) 30.0% of Total Assets (determined at the time of incurrence of such indebtedness and without giving effect to subsequent changes);



(2)

liens in favor of the Company or any of the Subsidiary Guarantors;



(3)

liens created for the benefit of (or to secure) the 2024 Notes (or the 2024 Notes Subsidiary Guarantees);



(4)

liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such liens were in existence (or were required to extend to such assets, including by way of an after-acquired property provision) prior to, and not incurred in contemplation of, or to finance, such acquisition;



(5)

liens to secure indebtedness or other obligations incurred to finance Necessary Capital Expenditures that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such indebtedness; and



(6)

liens to secure Environmental CapEx Debt that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such Environmental CapEx Debt.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Principal Property" means any building, structure or other facility (together with the land on which it is erected and fixtures comprising a part thereof) used primarily for manufacturing, processing, research, warehousing or distribution owned by the Company or any of its Subsidiaries, in each case, located within the United States, that has a book value on the date of which the determination is being made, without deduction of any depreciation reserves, exceeding 2% of Total Assets, other than any such facility that the Company reasonably determines is not material to the business of the Company and its Subsidiaries taken as a whole.

        "Registration Rights Agreement" means the registration rights agreement, dated as of October 27, 2014, among Dynegy (as successor in interest to each of Dynegy Finance I, Inc. and Dynegy

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Finance II, Inc.), the Subsidiary Guarantors, and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of certain initial purchasers.

        "Qualifying Equity Interests" means Equity Interests of Dynegy other than Disqualified Stock.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of indebtedness, the date on which the payment of interest or principal is scheduled to be paid in the documentation governing such indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subsidiary" means, with respect to any specified Person:

(1)

any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

        "Subsidiary Guarantor" means any of the Company's current and future Wholly-Owned Domestic Subsidiaries that guarantees the 2024 Notes pursuant to the provisions of the 2024 Notes Indenture, in each case, until the 2024 Notes Subsidiary Guarantee of such Person has been released in accordance with the provisions of the 2024 Notes Indenture.

        "Total Assets" means, as of any date of determination, the total consolidated assets of the Company and its Subsidiaries, determined in accordance with GAAP, as shown on the most recent publicly available balance sheet of the Company, and after giving pro forma effect to any acquisition or disposal of any property or assets consummated after the date of the applicable balance sheet and on or prior to the date of determination.

        "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to November 1, 2019; provided that if the period from the redemption date to November 1, 2019 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Wholly-Owned Domestic Subsidiary" means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary.

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        "Wholly-Owned Subsidiary" means, as to any Person, (i) any corporation 100% of whose Capital Stock is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such time (other than, in the case of a Foreign Subsidiary of Dynegy with respect to the preceding clauses (i) and (ii), director's qualifying shares and/or other nominal amount of shares required to be held by Persons other than the Company and its Subsidiaries under applicable law).

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MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

        The exchange of Old Notes for Exchange Notes in the Exchange Offers will not result in a taxable event for U.S. federal income tax purposes. Accordingly, you will not recognize any income, gain or loss as a result of exchanging your Old Notes for Exchange Notes in the Exchange Offers. Your holding period for an Exchange Note will include the holding period of the Old Note exchanged therefor, and your tax basis in the Exchange Note will be the same as your tax basis in the Old Note immediately before the exchange.

Persons considering the exchange of Old Notes for Exchange Notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Old Notes where such Old Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                    , 2015, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of Exchange Notes by brokers-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offers and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, we will promptly send additional copies of this prospectus and any amendments or supplements to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the Exchange Offers (including the reasonable and documented expenses of one counsel for the holder of the Old Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Old Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

        The validity of the Exchange Notes and the related guarantees was passed upon for us by White & Case LLP, New York, New York, as to New York law. The validity of the Exchange Notes and the related guarantees was passed upon for us by Locke Lord, LLP, Houston, Texas, as to certain matters of Texas law, Locke Lord, LLP, Chicago, Illinois, as to certain matters of Illinois law and Locke Lord, LLP, Boston Massachusetts, as to certain matters of Massachusetts law. The validity of the Exchange Notes and the related guarantees was passed upon for us by Richards, Layton & Finger, P.A., Wilmington, Delaware, as to certain matters of Delaware law. The validity of the Exchange Notes and the related guarantees was passed upon for us by McDonald Hopkins, LLC, Columbus, Ohio, as to certain matters of Ohio law. The validity of the Exchange Notes and the related guarantees was passed upon for us by Hunton & Williams LLP, Richmond, Virginia, as to certain matters of Virginia law.

EXPERTS

        Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014, and the effectiveness of our internal control over financial reporting as of December 31, 2014, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP's reports, given on their authority as experts in accounting and auditing.

        The audited historical financial statements of AER included in "Annex A: Financial Statements Related to AER" of Dynegy Inc.'s registration statement on Form S-3ASR dated October 2, 2013, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

        The combined financial statements of the Midwest Generation Business of Duke Energy Corporation as of December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014, incorporated by reference in this prospectus and appearing as Exhibit 99.1 in our Current Report on Form 8-K, dated April 9, 2015, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report (which report expresses an unqualified opinion and includes an emphasis-of-matter paragraph relating to certain income and expense allocations), which is incorporated by reference herein. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The combined financial statements of EquiPower Resources Corp. and Subsidiaries and Brayton Point Holdings, LLC and Subsidiary as of and for the years ended December 31, 2014, 2013 and 2012, incorporated by reference in this prospectus and appearing as Exhibit 99.2 in our Current Report on Form 8-K, dated April 9, 2015, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report which is also incorporated by reference herein. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

        We and the Subsidiary Guarantors have filed a registration statement on Form S-4 under the Securities Act with the SEC with respect to the Exchange Notes. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules thereto. For further information about us and the Exchange Notes, reference is made to the registration statement and the exhibits and any schedules filed therewith and the documents incorporated by reference herein. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

        We file annual, quarterly and current reports, proxy and registration statements and other information with the SEC. You may read and copy any reports, statements or other information that we file, including the registration statement, of which this prospectus forms a part, the exhibits and schedules filed with it, and the information incorporated by reference herein, without charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from the SEC on the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

        If for any reason we are not required to comply with the rules and regulations of the SEC we are still required under the Indentures to furnish the holders of the Notes with the information, documents and other reports specified in Sections 13 and 15(d) of the Exchange Act to the extent provided in the Indentures. See "Description of the 2019 Exchange Notes—Certain Covenants—Reports," "Description of the 2022 Exchange Notes—Certain Covenants—Reports" and "Description of the 2024 Exchange Notes—Certain Covenants—Reports." In addition, we have agreed that, for so long as any Notes remain outstanding, we will furnish to the holders of the Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered by Rule 144A(d)(4) under the Securities Act.

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Offer to Exchange
$2,100,000,000
6.75% Senior Notes due 2019
and
Offer to Exchange
$1,750,000,000
7.375% Senior Notes due 2022
and
Offer to Exchange
$1,250,000,000
7.625% Senior Notes due 2024

Dynegy Inc.

PROSPECTUS

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

The Delaware Corporations

        Delaware General Corporation Law.    Section 145 ("Section 145") of the Delaware General Corporation Law (the "DGCL") provides that a Delaware corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. Section 145(b) of the DGCL provides that a Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer, director, employee or agent is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred under Section 145(c).

        Section 145(g) of the DGCL provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation against any liability asserted against the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of the DGCL.

Dynegy Inc.

        Certificate of Incorporation and Bylaws.    Article 6.1 of Dynegy's third amended and restated certificate of incorporation provides that a director of Dynegy shall not be personally liable to Dynegy or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under Delaware law. Article 6.2 of Dynegy's third amended and restated certificate of incorporation and Article XI of Dynegy's sixth amended and restated bylaws provide for indemnification of the officers and directors of Dynegy to the fullest extent permitted by the DGCL. Article 6.3 of Dynegy's third amended and restated certificate provides that any indemnification will be made in a specific case only as authorized by Dynegy's Board, a committee of the Board, independent legal counsel or the stockholders, upon a determination that indemnification is proper in the circumstances because the indemnitee met the applicable standard of conduct set forth in the third amended and restated certificate of incorporation. However, if a current or former director or officer has been successful in the defense of any covered action or proceeding, such person will be indemnified against expenses actually and reasonably incurred.

        Dynegy has obtained directors' and officers' liability insurance, which insures against liabilities that its directors or officers may incur in such capacities.

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Black Mountain Cogen, Inc.

        Certificate of Incorporation.    Article 9 of the certificate of incorporation provides that directors, officers, employees and agents of Black Mountain Cogen, Inc. may be indemnified by the corporation to such extent as is permitted by Delaware law, and a director of Black Mountain Cogen, Inc. shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DCGL.

Dynegy Administrative Services Company and Dynegy Global Liquids, Inc.

        Certificates of Incorporation.    Article 10 of the certificates of incorporation of the above listed corporations provides that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived any improper personal benefit.

Dynegy Power Generation Inc.

        Certificate of Formation.    Section 8.1 of the certificate of incorporation provides that a director of Dynegy Power Generation Inc. shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty, except to the extent such exemption from liability or limitation thereof is not permitted under Delaware law. Section 8.2 provides that any person serving as director, officer, employee or agent shall be indemnified and held harmless by Dynegy Power Generation Inc. to the fullest extent authorized by the applicable law against all expense, liability and loss reasonably incurred or suffered in an action, suit or proceeding where the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent of Dynegy Power Generation Inc. Except for proceedings to enforce the right of indemnification, Dynegy Power Generation Inc. will indemnify the covered person only if such proceeding was authorized by its board of directors. The right to indemnification is a contract right and includes the right to be paid by the corporation in advance of the final disposition of any indemnifiable claim.

ECP II-B (Brayton Point IP) Corp and ECP II-C (Brayton Point IP) Corp

        Certificate of Incorporation and Bylaws.    Article 8 of the certificates of incorporation of the above listed corporations provide that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived any improper personal benefit. Further, Section 13 of the bylaws of the above listed corporations provides that the corporation shall indemnify every person who is or was a party or is threatened to be made a party to any action, suit or proceeding to the fullest extent permitted by applicable law against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in an action, where the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent of the respective corporation.

EquiPower Resources Corp.

        Certificate of Incorporation and Bylaws.    Article 6 of the restated certificate of incorporation of EquiPower Resources Corp. provides that, to the fullest extent permitted or required by Section 145 of the DGCL, the corporation shall indemnify any and all person permitted under such section from and

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against any and all of the expenses, liabilities or other matters referred to in or covered by said section. Further, Article 6 of the restated certificate of incorporation provides that any such indemnified person may also be entitled to any other indemnification rights provided under any bylaw, agreement or vote of stockholders or disinterested directors.

        Article 6 of the amended and restated bylaws of EquiPower Resources Corp. provides that the corporation will indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in an action, where the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to criminal actions, had no reasonable cause to believe his conduct was unlawful. Further, the corporation will indemnify any person unless he has been adjudged to be liable to the corporation; however, even if such liability is found, the corporation shall indemnify to the extent it is decided by the Court of Chancery of the State of Delaware.

        Article 6 of the amended and restated bylaws provides that the corporation shall indemnify any covered person against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense of any action or claim and such expenses may be paid by the corporation in advance of the final disposition of the action or claim as authorized by the Board of Directors upon a receipt of undertaking by the covered person for repayment if it is determined that indemnification was not proper. Such indemnification shall be made by the corporation only as authorized in a specific case upon a determination that the indemnification is proper by either a majority vote of the Board of Directors or independent legal counsel in a written opinion or by the stockholders. Further, any indemnification and advancement of expenses by the corporation is supplemental to any indemnification or advancement of expenses permitted by law or as entitled to under any relevant agreement or contract.

Sithe Energies, Inc.

        Certificate of Incorporation.    Article 8 of the restated certificate of incorporation provides that each director or officer of Sithe Energies, Inc. shall be indemnified by the corporation to the fullest extent permitted by the DGCL or any other applicable laws. The right to indemnification includes the right to be paid by Sithe Energies, Inc. the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. Article 9 of the restated certificate of incorporation provides that no director of the corporation shall be personally liable to the corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of Sithe Energies, Inc. to the fullest extent permitted by the DGCL or any other applicable laws.

The Delaware Limited Liability Companies

        Delaware Limited Liability Company Act.    Section 18-303(a) of the Delaware Limited Liability Company Act ("DLLCA") provides that, except as otherwise provided by the DLLCA, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company. Section 18-108 of the DLLCA states that subject to such standards and restrictions, if any, as set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

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Blue Ridge Generation LLC and Havana Dock Enterprises, LLC

        Operating Agreements.    Section 2.14 of the limited liability company agreements of the limited liability companies above provides that no member shall be personally liable to the company or any other member on account of such member's status as member or in connection with the conduct of the business of the company, except for (i) any act or omission of such member that involves actual fraud or willful misconduct or (ii) any transaction from which such member derived improper personal benefit. Section 2.14 also provides that the limited liability company shall indemnify and hold harmless each member, the affiliates of any member and the officers, employees or agents of the limited liability company against any and all losses, claims, damages, expenses and liabilities that such indemnified person may become subject to or liable by reason of the formation, operation or termination of the limited liability company, except for (i) any act or omission that involves actual fraud or willful misconduct or (ii) any transaction from which such person derived improper personal benefit. The limited liability company will advance costs and expenses subject to indemnification pursuant to Section 2.14 provided that the limited liability company has a written undertaking to reimburse the company for all amounts advanced in the event that it is ultimately determined that such indemnified person is not entitled to indemnification. The indemnities provided under Section 2.14 survive the termination of the limited liability company and the limited liability company agreements, and each indemnified person shall have a claim against the related limited liability company for payment of any indemnity amounts due thereunder, which amounts will be paid or properly reserved for prior to the limited liability companies making distributions to its members.

Brayton Point Holdings, LLC; Dighton Power, LLC; Dynegy Resources Management, LLC; LEP Holdings, LLC; Lake Road Holdings GP, LLC; Lake Road Holdings LP, LLC; Liberty Electric Generation Holdings, LLC; Liberty Electric PA 2, LLC; Liberty Electric Power, LLC

        Operating Agreements.    The third amended and restated limited liability company operating agreements of the above limited liability companies listed above provide in Article XVI that, except as limited by applicable law, neither the member nor any officer, director, employee or affiliate of a member shall be liable for any losses, liabilities and reasonable expenses, including attorneys' fees, arising from proceedings in which such covered person may be involved by reason of its being a member, officer, director, employee or affiliate of a member of the applicable limited liability company or its involvement in the management of the affairs of the applicable limited liability company. Article XVI of the third amended and restated limited liability company operating agreements further provide that covered persons will not be liable for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of its obligations under the third amended and restated limited liability company operating agreements, or bad faith of the covered person. These rights to indemnification are supplemental to any other rights that a covered person may be entitled to by contract or as a matter of law.

        Article XVI of the third amended and restated limited liability company operating agreements further provide that, to the fullest extent permitted by law, a covered person will be entitled to indemnification against reasonable expenses, including attorneys' fees, incurred in connection with the defense of any action to which the covered person is made a party to and without regard to the success of such defense.

Casco Bay Energy Company, LLC; Dynegy Morro Bay, LLC; Dynegy Moss Landing, LLC; Dynegy Oakland, LLC; and Dynegy South Bay, LLC

        Operating Agreements.    Section 12 of the amended and restated limited liability company operating agreements of the limited liability companies above provides that none of the members, officers, directors, stockholders, partners, employees, affiliates, representatives and agents of the limited liability company shall be liable for any act or omission taken or omitted in the reasonable belief that it is in or

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not contrary to the best interests of the limited liability company, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence. Section 13 of the amended and restated limited liability company operating agreements provides that the limited liability company will indemnify covered persons to the fullest extent permitted by law from any losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising out of the management of the limited liability company affairs except for (i) losses arising from fraud, willful misconduct, bad faith or gross negligence or (ii) any claim (A) brought to enforce a covered person's rights to indemnification or (B) authorized or consented to by the member. The limited liability company will advance costs and expenses upon receipt of an undertaking to repay such amount if it is ultimately determined the person is not entitled to indemnification.

Dynegy Coal Generation, LLC and Dynegy Gas Generation, LLC

        Operating Agreements.    The amended and restated limited liability company operating agreements of the limited liability companies listed above provide in Article XVI that, to the fullest extent permitted by law, neither the member nor any officer, employee or agent of the applicable limited liability company shall be liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XVI of the amended and restated limited liability company operating agreements further provide that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of the applicable limited liability company, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The amended and restated limited liability company operating agreements provide that any indemnity owed under Article XVI by the applicable limited liability company shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. The applicable limited liability company will advance indemnifiable expenses, to the fullest extent permitted by applicable law, provided that the applicable limited liability company has received a written undertaking to repay such amounts to the applicable limited liability company if it is ultimately determined the person is not entitled to indemnification. Article XVI of the amended and restated limited liability company operating agreements survive the termination of the limited liability company operating agreement.

        Pursuant to Article XVI of the amended and restated limited liability company operating agreements, members and officers shall be fully protected in relying in good faith upon the records of the applicable limited liability company and upon such information, opinions, reports or statements presented to the applicable limited liability company by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of the applicable limited liability company, LLC. Article XVI of the amended and restated limited liability company operating agreements further provide that, to the extent that, at law or in equity, a covered person has duties and liabilities relating to the applicable limited liability company or any other covered person, a covered person shall be fully protected in relying in good faith upon the provisions of the amended and restated limited liability company operating agreements or any approval or authorization by the applicable limited liability company or any other covered person.

Dynegy Coal Holdco, LLC and Dynegy Gas Investments, LLC

        Operating Agreements.    The third amended and restated limited liability company operating agreements of the limited liability companies above provide in Article XVIII that, to the fullest extent permitted by law, neither the sole member nor any officer of the limited liability companies above shall be personally liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or

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willful misconduct. Article XVIII further provides that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of the applicable limited liability company, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The third amended and restated limited liability company operating agreements provide that any indemnity owed under Article XVIII by the applicable limited liability company shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. The limited liability companies will advance indemnifiable expenses, to the fullest extent permitted by applicable law, provided that the applicable limited liability company has received a written undertaking to repay such amounts to the limited liability company if it is ultimately determined the person is not entitled to indemnification. Article XVIII survives the termination of the third amended and restated limited liability company operating agreements.

        Pursuant to Article XVIII, members and officers shall be fully protected in relying in good faith upon the records of the limited liability company and upon such information, opinions, reports or statements presented to the limited liability company by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company.

Dynegy Coal Investments Holdings, LLC and Dynegy Gas Investments Holdings, LLC

        Operating Agreements.    The amended and restated limited liability company operating agreements of the limited liability companies above provide in Article XVIII that, to the fullest extent permitted by law, neither the sole member nor any officer of the limited liability companies above shall be personally liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XVIII further provides that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of the applicable limited liability company, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The amended and restated limited liability company operating agreements provide that any indemnity owed under Article XVIII by the applicable limited liability company shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. The limited liability companies will advance indemnifiable expenses, to the fullest extent permitted by applicable law, provided that the applicable limited liability company has received a written undertaking to repay such amounts to the limited liability company if it is ultimately determined the person is not entitled to indemnification. Article XVIII survives the termination of the amended and restated limited liability company operating agreements.

        Pursuant to Article XVIII, members and officers shall be fully protected in relying in good faith upon the records of the limited liability company and upon such information, opinions, reports or statements presented to the limited liability company by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company.

Dynegy Coal Trading & Transportation, L.L.C.

        Operating Agreement.    Section 7.1 of Dynegy Coal Trading & Transportation, L.L.C.'s third amended and restated limited liability company operating agreement provides for indemnification of any person made a party or threatened to be made a party to a proceeding by reason of the fact that he or she is or was a member of the limited liability company or while a member is or was serving at the request of the limited liability company as a member, director, officer, partner or similar functionary, to the fullest extent permitted under the DLLCA. The third amended and restated limited

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liability company operating agreement expressly notes that the indemnification provided under Article VII could involve indemnification for negligence or under theories of strict liability. Section 7.2 of the third amended and restated limited liability company operating agreement provides that Dynegy Coal Trading & Transportation, L.L.C. may indemnify and advance expenses to those persons who are not or were not a member including those serving at the request of the limited liability company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary to the same extent that Dynegy Coal Trading & Transportation, L.L.C. may indemnify and advance expenses to a member under Section 7.1. Section 7.3 provides that payment of such expenses incurred in advance of final disposition of a proceeding shall be made only (i) upon delivery to Dynegy Coal Trading & Transportation, L.L.C. a written affirmation of good faith belief that the standard of conduct necessary for indemnification is met and a written undertaking to repay all amounts advanced if it is ultimately determined that such person is not entitled to be indemnified and (ii) the sole member approves such advance or advances in writing. The sole member may withhold approval under Section 7.3 of the third amended and restated limited liability operating agreement for any reason whatsoever. Dynegy Coal Trading & Transportation, L.L.C. may pay or reimburse expenses incurred in connection with an indemnified person's appearance as a witness or other participation in a proceeding at a time when he or she is not a named defendant or respondent in the proceeding pursuant to Section 7.4. Section 7.7 requires that any indemnification or advance of expenses shall be reported in writing to the sole member as soon as practicable, and, in any case, within the 12-month period immediately following the date the indemnification or advance was made.

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

        Operating Agreements.    The second amended and restated limited liability company operating agreements of the limited liability companies listed above provide in Article XVI that, to the fullest extent permitted by law, neither the member nor any officer, employee or agent of the applicable limited liability company shall be liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XVI of the second amended and restated limited liability company operating agreements further provide that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of the applicable limited liability company, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The second amended and restated limited liability company operating agreements provide that any indemnity owed under Article XVI by the applicable limited liability company shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. The applicable limited liability company will advance indemnifiable expenses, to the fullest extent permitted by applicable law, provided that the applicable limited liability company has received a written undertaking to repay such amounts to the applicable limited liability company if it is ultimately determined the person is not entitled to indemnification. Article XVI of the second amended and restated limited liability company operating agreements survive the termination of the limited liability company operating agreement.

        Pursuant to Article XVI of the second amended and restated limited liability company operating agreements, members and officers shall be fully protected in relying in good faith upon the records of the applicable limited liability company and upon such information, opinions, reports or statements presented to the applicable limited liability company by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of the applicable limited liability company, LLC. Article XVI of the second amended and restated limited liability company operating agreements further provide that, to the

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extent that, at law or in equity, a covered person has duties and liabilities relating to the applicable limited liability company or any other covered person, a covered person shall be fully protected in relying in good faith upon the provisions of the second amended and restated limited liability company operating agreements or any approval or authorization by the applicable limited liability company or any other covered person.

Dynegy Energy Services, LLC

        Operating Agreement.    The limited liability company operating agreement provides in Article XVI that, to the fullest extent permitted by law, neither the sole member nor any officer of Dynegy Energy Services, LLC shall be personally liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XVI further provides that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of Dynegy Energy Services, LLC, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The limited liability company operating agreement provides that any indemnity owed under Article XVI by Dynegy Energy Services, LLC shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. Dynegy Energy Services, LLC will advance indemnifiable expenses, to the fullest extent permitted by applicable law, provided that Dynegy Energy Services, LLC has received a written undertaking to repay such amounts to Dynegy Energy Services, LLC if it is ultimately determined the person is not entitled to indemnification. Article XVI survives the termination of the limited liability company operating agreement.

        Pursuant to Article XVI, members and officers shall be fully protected in relying in good faith upon the records of Dynegy Energy Services, LLC and upon such information, opinions, reports or statements presented to Dynegy Energy Services, LLC by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of Dynegy Energy Services, LLC.

Dynegy Energy Services (East), LLC and Dynegy Generation Holdco, LLC

        Operating Agreements.    The third amended and restated limited liability company operating agreements of the limited liability companies listed above provide in Article XVI that, to the fullest extent permitted by law, neither the member nor any officer, employee or agent of the applicable limited liability company shall be liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XVI of the third amended and restated limited liability company operating agreements further provide that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of the applicable limited liability company, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The third amended and restated limited liability company operating agreements provide that any indemnity owed under Article XVI by the applicable limited liability company shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. The applicable limited liability company will advance indemnifiable expenses, to the fullest extent permitted by applicable law, provided that the applicable limited liability company has received a written undertaking to repay such amounts to the applicable limited liability company if it is ultimately determined the person is not entitled to indemnification. Article XVI of the third amended and restated limited liability company operating agreements survive the termination of the limited liability company operating agreement.

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        Pursuant to Article XVI of the third amended and restated limited liability company operating agreements, members and officers shall be fully protected in relying in good faith upon the records of the applicable limited liability company and upon such information, opinions, reports or statements presented to the applicable limited liability company by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of the applicable limited liability company, LLC. Article XVI of the third amended and restated limited liability company operating agreements further provide that, to the extent that, at law or in equity, a covered person has duties and liabilities relating to the applicable limited liability company or any other covered person, a covered person shall be fully protected in relying in good faith upon the provisions of the third amended and restated limited liability company operating agreements or any approval or authorization by the applicable limited liability company or any other covered person.

Dynegy Equipment, LLC

        Operating Agreement.    The second amended and restated limited liability company operating agreement provides in Article XIX that, to the fullest extent permitted by law, neither the sole member nor any officer of Dynegy Equipment, LLC shall be personally liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XIX further provides that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of Dynegy Equipment, LLC, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The second amended and restated limited liability company operating agreement provides that any indemnity owed under Article XIX by Dynegy Equipment, LLC shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. Dynegy Equipment, LLC will advance indemnifiable expenses, to the fullest extent permitted by applicable law, provided that Dynegy Equipment, LLC has received a written undertaking to repay such amounts to Dynegy Equipment, LLC if it is ultimately determined the person is not entitled to indemnification. Article XIX survives the termination of the second amended and restated limited liability company operating agreement.

        Pursuant to Article XIX, members and officers shall be fully protected in relying in good faith upon the records of Dynegy Equipment, LLC and upon such information, opinions, reports or statements presented to Dynegy Equipment, LLC by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of Dynegy Equipment, LLC.

Dynegy GasCo Holdings, LLC

        Operating Agreement.    The limited liability company operating agreement provides in Article XVIII that, to the fullest extent permitted by law, neither the sole member nor any officer of Dynegy GasCo Holdings, LLC shall be personally liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XVIII further provides that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of Dynegy GasCo Holdings, LLC, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The limited liability company operating agreement provides that any indemnity owed under Article XVIII by Dynegy GasCo Holdings, LLC shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. Dynegy GasCo Holdings, LLC will advance indemnifiable expenses, to the fullest extent permitted by

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applicable law, provided that Dynegy GasCo Holdings, LLC has received a written undertaking to repay such amounts if it is ultimately determined that the person is not entitled to indemnification. Article XVIII survives the termination of the limited liability company operating agreement.

        Pursuant to Article XVIII, members and officers shall be fully protected in relying in good faith upon the records of Dynegy GasCo Holdings, LLC and upon such information, opinions, reports or statements presented to Dynegy GasCo Holdings, LLC by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of Dynegy GasCo Holdings, LLC.

Dynegy Gas Holdco, LLC

        Operating Agreement.    The second amended and restated limited liability company operating agreement provides in Article XVIII that, to the fullest extent permitted by law, neither the sole member nor any officer of Dynegy Gas Holdco, LLC shall be personally liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XVIII further provides that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of Dynegy Gas Holdco, LLC, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The second amended and restated limited liability company operating agreement provides that any indemnity owed under Article XVIII by Dynegy Gas Holdco, LLC shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. Dynegy Gas Holdco, LLC will advance indemnifiable expenses, to the fullest extent permitted by applicable law, provided that Dynegy Gas Holdco, LLC has received a written undertaking to repay such amounts to Dynegy Gas Holdco, LLC if it is ultimately determined the person is not entitled to indemnification. Article XVIII survives the termination of the second amended and restated limited liability company operating agreement.

        Pursuant to Article XVIII, members and officers shall be fully protected in relying in good faith upon the records of Dynegy Gas Holdco, LLC and upon such information, opinions, reports or statements presented to Dynegy Gas Holdco, LLC by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of Dynegy Gas Holdco, LLC.

Dynegy Gas Imports, LLC and Ontelaunee Power Operating Company, LLC

        Operating Agreements.    The amended and restated limited liability company operating agreements of the limited liability companies above provide in Article XIX that, to the fullest extent permitted by law, neither the sole member nor any officer of the limited liability companies above shall be personally liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XIX further provides that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of the applicable limited liability company, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The fifth amended and restated limited liability company operating agreements provide that any indemnity owed under Article XIX by the applicable limited liability company shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. The limited liability companies will advance indemnifiable expenses, to the fullest extent.

        Pursuant to Article XIX, members and officers shall be fully protected in relying in good faith upon the records of the limited liability company and upon such information, opinions, reports or

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statements presented to the limited liability company by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company.

Dynegy Kendall Energy, LLC

        Operating Agreement.    The fourth amended and restated limited liability company operating agreement provides in Article XIX that, to the fullest extent permitted by law, neither the sole member nor any officer of Dynegy Kendall Energy, LLC shall be personally liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XIX further provides that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of Dynegy Kendall Energy, LLC, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The fourth amended and restated limited liability company operating agreement provides that any indemnity owed under Article XIX by Dynegy Kendall Energy, LLC shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. Dynegy Kendall Energy, LLC will advance indemnifiable expenses, to the fullest extent permitted by applicable law, provided that Dynegy Kendall Energy,  LLC has received a written undertaking to repay such amounts to Dynegy Kendall Energy, LLC if it is ultimately determined the person is not entitled to indemnification. Article XIX survives the termination of the fourth amended and restated limited liability company operating agreement.

        Pursuant to Article XIX, members and officers shall be fully protected in relying in good faith upon the records of Dynegy Kendall Energy, LLC and upon such information, opinions, reports or statements presented to Dynegy Kendall Energy, LLC by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of Dynegy Kendall Energy, LLC.

Dynegy Marketing and Trade, LLC

        Operating Agreement.    The fourth amended and restated limited liability company operating agreement provides in Article XX that, to the fullest extent permitted by law, neither the sole member nor any officer of Dynegy Marketing and Trade, LLC shall be personally liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XX further provides that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of Dynegy Marketing and Trade, LLC, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The fourth amended and restated limited liability company operating agreement provides that any indemnity owed under Article XX by Dynegy Marketing and Trade, LLC shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. Dynegy Marketing and Trade, LLC will advance indemnifiable expenses, to the fullest extent permitted by applicable law, provided that Dynegy Marketing and Trade, LLC has received a written undertaking to repay such amounts to Dynegy Marketing and Trade, LLC if it is ultimately determined the person is not entitled to indemnification. Article XX survives the termination of the fourth amended and restated limited liability company operating agreement.

        Pursuant to Article XX, members and officers shall be fully protected in relying in good faith upon the records of Dynegy Marketing and Trade, LLC and upon such information, opinions, reports or statements presented to Dynegy Marketing and Trade, LLC by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of Dynegy Marketing and Trade, LLC.

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Dynegy Midwest Generation, LLC and Dynegy Power, LLC

        Operating Agreements.    The fifth amended and restated limited liability company operating agreements of the limited liability companies above provide in Article XVIII that, to the fullest extent permitted by law, neither the sole member nor any officer of the limited liability companies above shall be personally liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XVIII further provides that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of the applicable limited liability company, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The fifth amended and restated limited liability company operating agreements provide that any indemnity owed under Article XVIII by the applicable limited liability company shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. The limited liability companies will advance indemnifiable expenses, to the fullest extent permitted by applicable law, provided that the applicable limited liability company has received a written undertaking to repay such amounts to the limited liability company if it is ultimately determined the person is not entitled to indemnification. Article XVIII survives the termination of the amended and restated limited liability company operating agreements.

        Pursuant to Article XVIII, members and officers shall be fully protected in relying in good faith upon the records of the limited liability company.

Dynegy Resources Generating Holdco, LLC; Elwood Energy Holdings, LLC; Richland-Stryker Generation LLC; Richland Generation Expansion, LLC; RSG Power, LLC; Tomcat Power, LLC

        Operating Agreements.    The second amended and restated limited liability company operating agreements of the above limited liability companies listed above provide in Article XVI that, except as limited by applicable law, neither the member nor any officer, director, employee or affiliate of a member shall be liable for any losses, liabilities and reasonable expenses, including attorneys' fees, arising from proceedings in which such covered person may be involved by reason of its being a member, officer, director, employee or affiliate of a member of the applicable limited liability company or its involvement in the management of the affairs of the applicable limited liability company. Article XVI of the second amended and restated limited liability company operating agreements further provide that covered persons will not be liable for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of its obligations under the second amended and restated limited liability company operating agreements, or bad faith of the covered person. These rights to indemnification are supplemental to any other rights that a covered person may be entitled to by contract or as a matter of law.

        Article XVI of the second amended and restated limited liability company operating agreements further provide that, to the fullest extent permitted by law, a covered person will be entitled to indemnification against reasonable expenses, including attorneys' fees, incurred in connection with the defense of any action to which the covered person is made a party to and without regard to the success of such defense.

Dynegy Resources Holdco I, LLC; Dynegy Resources Holdco II, LLC; Elwood Energy Holdings II, LLC; Elwood Expansion Holdings, LLC

        Operating Agreements.    The amended and restated limited liability company operating agreements of the above limited liability companies listed above provide in Article XVI that, except as limited by applicable law, neither the member nor any officer, director, employee or affiliate of a member shall be liable for any losses, liabilities and reasonable expenses, including attorneys' fees, arising from

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proceedings in which such covered person may be involved by reason of its being a member, officer, director, employee or affiliate of a member of the applicable limited liability company or its involvement in the management of the affairs of the applicable limited liability company. Article XVI of the amended and restated limited liability company operating agreements further provide that covered persons will not be liable for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of its obligations under the amended and restated limited liability company operating agreement, or bad faith of the covered person. These rights to indemnification are supplemental to any other rights that a covered person may be entitled to by contract or as a matter of law.

        Article XVI of the amended and restated limited liability company operating agreements further provide that, to the fullest extent permitted by law, a covered person will be entitled to indemnification against reasonable expenses, including attorneys' fees, incurred in connection with the defense of any action to which the covered person is made a party to and without regard to the success of such defense.

Dynegy Resource I, LLC; Dynegy Resource II, LLC; Dynegy Resource III, LLC and Dynegy Resource Holdings, LLC

        Operating Agreements.    The limited liability company operating agreements of the limited liability companies listed above provide in Article XVI that, to the fullest extent permitted by law, neither the member nor any officer, employee or agent of the applicable limited liability company shall be liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XVI of the limited liability company operating agreements further provide that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of the applicable limited liability company, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The limited liability company operating agreements provide that any indemnity owed under Article XVI by the applicable limited liability company shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. The applicable limited liability company will advance indemnifiable expenses, to the fullest extent permitted by applicable law, provided that the applicable limited liability company has received a written undertaking to repay such amounts to the applicable limited liability company if it is ultimately determined the person is not entitled to indemnification. Article XVI of the limited liability company operating agreements survive the termination of the limited liability company operating agreement.

        Pursuant to Article XVI of the limited liability company operating agreements, members and officers shall be fully protected in relying in good faith upon the records of the applicable limited liability company and upon such information, opinions, reports or statements presented to the applicable limited liability company by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of the applicable limited liability company, LLC. Article XVI of the limited liability company operating agreements further provide that, to the extent that, at law or in equity, a covered person has duties and liabilities relating to the applicable limited liability company or any other covered person, a covered person shall be fully protected in relying in good faith upon the provisions of the limited liability company operating agreements or any approval or authorization by the applicable limited liability company or any other covered person.

Masspower Holdco, LLC; Masspower Partners II, LLC; Milford Power Company, LLC

        Operating Agreements.    The fourth amended and restated limited liability company operating agreements of the above limited liability companies listed above provide in Article XVI that, except as

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limited by applicable law, neither the member nor any officer, director, employee or affiliate of a member shall be liable for any losses, liabilities and reasonable expenses, including attorneys' fees, arising from proceedings in which such covered person may be involved by reason of its being a member, officer, director, employee or affiliate of a member of the applicable limited liability company or its involvement in the management of the affairs of the applicable limited liability company. Article XVI of the fourth amended and restated limited liability company operating agreements further provide that covered persons will not be liable for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of its obligations under the fourth amended and restated limited liability company operating agreements, or bad faith of the covered person. These rights to indemnification are supplemental to any other rights that a covered person may be entitled to by contract or as a matter of law.

        Article XVI of the fourth amended and restated limited liability company operating agreements further provide that, to the fullest extent permitted by law, a covered person will be entitled to indemnification against reasonable expenses, including attorneys' fees, incurred in connection with the defense of any action to which the covered person is made a party to and without regard to the success of such defense.

Masspower Partners I, LLC

        Operating Agreements.    The fifth amended and restated limited liability company operating agreement of the Masspower Partners I, LLC provides in Article XVI that, except as limited by applicable law, neither the member nor any officer, director, employee or affiliate of a member shall be liable for any losses, liabilities and reasonable expenses, including attorneys' fees, arising from proceedings in which such covered person may be involved by reason of its being a member, officer, director, employee or affiliate of a member of the applicable limited liability company or its involvement in the management of the affairs of the applicable limited liability company. Article XVI of the fifth amended and restated limited liability company operating agreement further provides that covered persons will not be liable for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of its obligations under the fifth amended and restated limited liability company operating agreement, or bad faith of the covered person. These rights to indemnification are supplemental to any other rights that a covered person may be entitled to by contract or as a matter of law.

        Article XVI of the fifth amended and restated limited liability company operating agreement further provides that, to the fullest extent permitted by law, a covered person will be entitled to indemnification against reasonable expenses, including attorneys' fees, incurred in connection with the defense of any action to which the covered person is made a party to and without regard to the success of such defense.

Sithe/Independence LLC

        Limited Liability Company Agreement.    Section 12 of the limited liability company agreement provides that Sithe/Independence LLC shall indemnify and hold harmless any shareholder, member, director, officer, employee or agent of the member or company to the fullest extent permitted by law from any and all claims, demands, actions, suits or proceedings relating to the performance or nonperformance of any act on behalf of Sithe/Independence LLC, but only to the extent (i) the person acted in good faith and (ii) the person's conduct did not constitute willful misconduct or gross negligence. Any indemnification provided pursuant to Section 12 of the limited liability company agreement shall be satisfied solely out of the assets of Sithe/Independence LLC and the sole member shall not be personally liable under such indemnification provisions. Sithe/Independence LLC may advance expenses incurred by a person in connection with defending any claim or action under Section 12, by action of the sole member, upon receipt of a written commitment to repay the advanced amounts if it is determined that such person is not entitled to indemnification.

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The Delaware Limited Partnerships

        Delaware Revised Uniform Limited Partnership Act.    Section 17-108 of the Delaware Revised Uniform Limited Partnership Act provides that, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. Section 17-303 provides that a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of the rights and powers of a limited partner, he or she participates in the control of the business. However, if the limited partner does participate in the control of the business, he or she is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

Lake Road Generating Company, L.P.

        Limited Partnership Agreement.    The seventh amended and restated limited partnership agreement provides in Section 15 that, except as limited by applicable law, neither the partner nor any officer, director, employee or affiliate of a partner shall be liable for any losses, liabilities and reasonable expenses, including attorneys' fees, arising from proceedings in which such covered person may be involved by reason of its being a partner, officer, director, employee or affiliate of a partner of the Company or its involvement in the management of the affairs of the partnership. Section 15 of the seventh amended and restated limited partnership agreement further provides that covered persons will not be liable for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of its obligations under the limited partnership agreement, or bad faith of the covered person. These rights to indemnification are supplemental to any other rights that a covered person may be entitled to by contract or as a matter of law.

        Section 15 of the seventh amended and restated limited partnership agreement further provides that, to the fullest extent permitted by law, a covered person will be entitled to indemnification against reasonable expenses, including attorneys' fees, incurred in connection with the defense of any action to which the covered person is made a party to and without regard to the success of such defense.

The Illinois Corporation

        Illinois Business Corporation Act.    Under Section 8.75 of the Illinois Business Corporation Act of 1983, ("ILBCA"), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of

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the case, such person is fairly and reasonably entitled to indemnification for such expenses which the court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation under Section 8.75(c). Section 8.75(f) of the ILBCA further provides that the indemnification and advancement of expenses provided by or granted under Section 8.75 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Illinova Corporation

        Bylaws and Certificate of Incorporation.    Section 8.15 of the amended and restated bylaws provides that Illinova Corporation shall, to the fullest extent to which it is empowered to do so by the ILBCA or any other applicable laws, indemnify any person who was or is a party or threatened to be made a party to any pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee, trustee or fiduciary of Illinova Corporation, or of a corporation-sponsored or corporation-administered trust or benefit plan, or is or was serving at the request of the board of directors of Illinova Corporation as a director, officer, employee, trustee or fiduciary of another corporation, partnership, joint venture, trust, benefit plan or other enterprise, against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. Article 5 of the articles of incorporation provides that a director of Illinova Corporation shall not be personally liable to Illinova Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to Illinova Corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law, (iii) under the ILBCA, or (iv) for any transaction from which the director derived an improper personal benefit. Pursuant to Article 5 of the articles of incorporation, Illinova Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than the indemnification provided thereunder.

The Massachusetts Partnership

        Uniform Partnership Act.    Under Section 18 of Chapter 108A of the Massachusetts General Laws, subject to any arrangement between the partners, a partnership must indemnify every partner in respect of payments made and personal liabilities incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property. Further, section 18 states that a partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance, which will be received only from the day when repayment should be made.

MASSPOWER

        Partnership Agreement.    The second amended and restated partnership agreement is silent on the indemnification of partners and the repayment or advance to partners beyond the amount of capital initially contributed to the partnership.

The Ohio Limited Liability Company

        Ohio Limited Liability Companies Law.    In general, Section 1705.32 of the Ohio Revised Code (the "ORC") authorizes any limited liability company organized in Ohio to indemnify or agree to indemnify

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any person who was or is a party, or who is threatened to be made a party, to any action, suit or proceeding, because he or she is or was a manager, member, officer, employee or agent of the company or is or was serving at the company's request as a manager, member, director, officer, employee or agent of any other entity, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by the manager, member, officer, employee or agent in connection with the proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the company and, in connection with any criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. In the case of an action by or in the right of the company to procure a judgment in its favor, indemnification for the manager, member, officer, employee or agent must also satisfy the criteria set forth in 1705.32(B) that such person is not adjudged to be liable for negligence or misconduct in the performance of his or her duty to the company, except in the event that that the court of common pleas or the court in which the action was brought determines that such person is fairly and reasonably entitled to indemnification for expenses that the court considers proper.

        Pursuant to 1705.32(C) of the ORC, to the extent that a manager, officer, employee or agent of a limited liability company has been successful on the merits or otherwise in defense of any such action, suit or proceeding, the company must indemnify him against expenses actually and reasonably incurred by such person in connection with the action. In the absence of a court order or success on the merits, indemnification shall be made based upon a determination in accordance with Section 1705.32 that indemnification of the manager, officer, employee or agent is proper, which determination shall be made by (a) a majority vote of a quorum of managers of the indemnifying company who were not and are not parties to or threatened to be made parties to the action, suit or proceeding, (b) in a written opinion by independent legal counsel, if directed by a majority vote of a quorum of disinterested managers, (c) by the members or the sole member, as the case may be, or (d) by the court of common pleas or court in which the action, suit or proceeding was brought.

        Section 1705.32(E) of the ORC also provides that a limited liability company may purchase and maintain insurance for or on behalf of any person who is or was a manager, member, officer or employee of the company. The indemnification authorized by Section 1705.32 is not exclusive and shall be in addition to the indemnification under the operating agreement, any other agreement, or by a vote of disinterested managers of the limited liability company.

Dynegy Commercial Asset Management, LLC

        Operating Agreement.    The third amended and restated limited liability company operating agreement provides in Article XVI that, to the fullest extent permitted by law, neither the member nor any officer, employee or agent of Dynegy Commercial Asset Management, LLC shall be liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith and in a manner reasonably believed to be within the authority conferred on such covered person, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XVI of the third amended and restated limited liability company operating agreement further provides that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of Dynegy Commercial Asset Management, LLC, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The third amended and restated limited liability company operating agreement provides that any indemnity owed under Article XVI by Dynegy Commercial Asset Management, LLC shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. Dynegy Commercial Asset Management, LLC shall advance expenses subject to indemnification, to the fullest extent permitted by applicable law, provided that Dynegy Commercial Asset Management, LLC has received a written undertaking to repay such amounts to Dynegy Commercial Asset Management, LLC

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if it is ultimately determined the person is not entitled to indemnification. Article XVI of the third amended and restated limited liability company operating agreement survives the termination of the limited liability company operating agreement.

        Pursuant to Article XVI of the third amended and restated limited liability company operating agreement, members and officers shall be fully protected in relying in good faith upon the records of Dynegy Commercial Asset Management, LLC and upon such information, opinions, reports or statements presented to Dynegy Commercial Asset Management, LLC by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of Dynegy Commercial Asset Management, LLC. Article XVI of the third amended and restated limited liability company operating agreement further provides that, to the extent that, at law or in equity, a covered person has duties and liabilities relating to Dynegy Commercial Asset Management, LLC or any other covered person, a covered person shall be fully protected in relying in good faith upon the provisions of the third amended and restated limited liability company operating agreement or any approval or authorization by Dynegy Commercial Asset Management, LLC or any other covered person.

The Texas Corporation

        Texas Business Organizations Code.    Section 8.101 of the Texas Business Organizations Code ("TBOC") provides that, subject to certain limitations, a corporation may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding for reasonable expenses to the extent that it is determined that the person: (A) conducted himself or herself in good faith; (B) reasonably believed (i) in the case of conduct in his or her official capacity as a director of the corporation, that his or her conduct was in the corporation's best interests; and (ii) in all other cases, that his or her conduct was at least not opposed to the corporation's best interests; and (C) in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. A person may be indemnified under Section 8.102 of the TBOC against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person (including court costs and attorneys' fees), but if the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by him, the indemnification is limited to reasonable expenses actually incurred and shall not be made in respect of any proceeding in which the person has been found liable for willful or intentional misconduct, breach of the duty of loyalty, or an act or omission not committed in good faith that constitutes a breach of a duty owed to the corporation. A corporation is obligated under Section 8.051 of the TBOC to indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding and if a court determines that a governing person, former governing person, or delegate is entitled to indemnification. Under Section 8.104 of the TBOC, a corporation may pay or reimburse reasonable expenses incurred by a present governing person or delegate who was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding after the corporation receives (1) a written affirmation by the person of the person's good faith belief that the person has met the standard of conduct necessary for indemnification under Chapter 8 of the TBOC, and (2) a written undertaking by or on behalf of the person to repay the amount paid or reimbursed if the final determination is that the person has not met that standard or that indemnification is prohibited by Section 8.102. Section 8.105 provides that a corporation shall indemnify an officer to the same extent that indemnification is required for a governing person.

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Dynegy Operating Company

        Bylaws.    Section 8.15 of the amended and restated bylaws provides that Dynegy Operating Company shall, to the fullest extent to which it is empowered to do so by the TBOC or any other applicable laws, indemnify any person who was or is a party or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee, trustee or fiduciary of Dynegy Operating Company, or of a corporation-sponsored or corporation-administered trust or benefit plan, or is or was serving at the request of the board of directors of Dynegy Operating Company as a director, officer, employee, trustee or fiduciary of another corporation, partnership, joint venture, trust, benefit plan or other enterprise, against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

The Texas Limited Liability Company

        Texas Business Organizations Code.    Section 101.114 of the TBOC provides that a member or manager shall not liable for a debt, obligation, or liability of a limited liability company, including a debt, obligation, or liability under a judgment, decree, or order of a court, unless the company agreement specifically provides otherwise. Section 101.402 of the TBOC permits a limited liability company to indemnify its members, managers and officers and assignees of membership interests in the company, to advance or reimburse expenses incurred by such persons and purchase, procure or establish and maintain insurance or another arrangement to indemnify or hold harmless such persons.

Dynegy Power Marketing, LLC

        Operating Agreement.    The third amended and restated limited liability company operating agreement provides in Article XIX that, to the fullest extent permitted by law, neither the sole member nor any officer of Dynegy Power Marketing, LLC shall be personally liable for any loss, damage or claim incurred by reason of any act or omission performed in good faith, except for any such loss, damage or claim incurred by reason of gross negligence or willful misconduct. Article XIX further provides that, to the fullest extent permitted by applicable law, covered persons are entitled to indemnification for any loss, damage or claim incurred in good faith on behalf of Dynegy Power Marketing, LLC, except in respect of any loss, damage or claim incurred by reason of such person's gross negligence or willful misconduct. The third amended and restated limited liability company operating agreement provides that any indemnity owed under Article XIX by Dynegy Power Marketing, LLC shall be provided out of and to the extent of limited liability company assets only, and the sole member shall have no personal liability on account thereof. Dynegy Power Marketing, LLC will advance indemnifiable expenses, to the fullest extent permitted by applicable law, provided that Dynegy Power Marketing, LLC has received a written undertaking to repay such amounts to Dynegy Power Marketing, LLC if it is ultimately determined the person is not entitled to indemnification. Article XIX survives the termination of the third amended and restated limited liability company operating agreement.

        Pursuant to Article XIX, members and officers shall be fully protected in relying in good faith upon the records of Dynegy Power Marketing, LLC and upon such information, opinions, reports or statements presented to Dynegy Power Marketing, LLC by any person as to matters reasonably believed to be within such person's professional or expert competence and who has been selected with reasonable care by or on behalf of Dynegy Power Marketing, LLC.

The Virginia Limited Liability Companies

        Virginia Limited Liability Company Act.    Section 13.1-1009 of the Virginia Limited Liability Company Act (the "VLLCA") permits a limited liability company to indemnify and hold harmless any

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member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.

        Section 13.1-1025 of the VLLCA provides that in any proceeding brought by or in the right of a limited liability company or brought by or on behalf of its members, the damages assessed against a manager or member arising out of a single transaction, occurrence or course of conduct shall not exceed the lesser of: (i) the monetary amount, including the elimination of liability, specified in writing in the articles of organization or the operating agreement of the limited liability company as a limitation on or elimination of the liability of the manager or member; or (ii) the greater of (a) $100,000 or (b) the amount of cash compensation received by the manager or member from the limited liability company during the 12 months immediately preceding the act or omission for which liability was imposed. The liability of a member or manager shall not be limited to the extent that the member or manager engaged in willful misconduct or a knowing violation of the criminal law.

Elwood Services Company, LLC; Kincaid Energy Services Company, LLC; Kincaid Holdings, LLC

        Operating Agreements.    The amended and restated limited liability company operating agreement of the limited liability companies listed above provide in Article XVI that, except as limited by applicable law, neither the member nor any officer, director, employee or affiliate of a member shall be liable for, and will be indemnified and held harmless by the applicable limited liability company against, any losses, liabilities and reasonable expenses, including attorneys' fees, arising from proceedings in which such covered person may be involved by reason of its being a member, officer, director, employee or affiliate of a member of the applicable limited liability company or its involvement in the management of the affairs of the company. Article XVI of the amended and restated limited liability company operating agreements further provides that covered persons will not be held harmless or indemnified for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of the covered person's obligations under the amended and restated limited liability company operating agreement, or bad faith of the covered person. These rights to indemnification are supplemental to any other rights that a covered person may be entitled to by contract or as a matter of law.

        Article XVI of the amended and restated limited liability company operating agreements further provide that, to the fullest extent permitted by law, a covered person will be entitled to indemnification against reasonable expenses, including attorneys' fees, incurred in connection with the defense of any action to which the covered person is made a party to and without regard to the success of such defense.

Kincaid Generation, L.L.C.

        Operating Agreement.    The second amended and restated limited liability company operating agreement of Kincaid Generation, L.L.C. provides in Article XVI that, except as limited by applicable law, neither the member nor any officer, director, employee or affiliate of a member shall be liable for, and will be indemnified and held harmless by the applicable limited liability company against, any losses, liabilities and reasonable expenses, including attorneys' fees, arising from proceedings in which such covered person may be involved by reason of its being a member, officer, director, employee or affiliate of a member of the applicable limited liability company or its involvement in the management of the affairs of the company. Article XVI of the second amended and restated limited liability company operating agreement further provides that covered persons will not be held harmless or indemnified for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of the covered person's obligations under the second amended and restated limited liability company operating agreement, or bad faith of the covered person. These rights to

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indemnification are supplemental to any other rights that a covered person may be entitled to by contract or as a matter of law.

        Article XVI of the second amended and restated limited liability company operating agreement further provides that, to the fullest extent permitted by law, a covered person will be entitled to indemnification against reasonable expenses, including attorneys' fees, incurred in connection with the defense of any action to which the covered person is made a party to and without regard to the success of such defense.

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Item 21.    Exhibits and Financial Statement Schedules.

Exhibits

Exhibit No.		Description
	2.1	Joint Chapter 11 Plan of Reorganization for Dynegy Holdings, LLC and Dynegy Inc. filed July 12, 2012 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Dynegy Inc. and Dynegy Holdings, LLC, filed on July 13, 2012).
	2.2	Joint Disclosure Statement, filed July 12, 2012 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of Dynegy Inc. and Dynegy Holdings, LLC, filed on July 13, 2012).
	2.3	Chapter 11 Joint Plan of Liquidation, filed December 14, 2012 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Dynegy Inc., filed on December 17, 2012).
	2.4	Disclosure Statement, filed December 14, 2012 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc., filed on December 17, 2012).
	2.5	Purchase and Sale Agreement, dated as of August 21, 2014, by and among Duke Energy SAM, LLC and Duke Energy Commercial Enterprises, Inc., as sellers, and Dynegy Resources I, LLC, as buyer (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc., filed on August 26, 2014).
	2.6	Letter Agreement to Purchase and Sale Agreement, dated as of October 24, 2014, by and among Duke Energy SAM, LLC and Duke Energy Commercial Enterprises, Inc., as sellers, and Dynegy Resources I, LLC, as buyer (incorporated by reference to Exhibit 2.2 to the Quarterly Report on Form 10-Q of Dynegy Inc., filed on May 7, 2015).
	2.7	Stock Purchase Agreement, dated as of August 21, 2014, by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP and Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, EquiPower Resources Corp., Dynegy Resource II, LLC, and Dynegy Inc., for the limited purposes set forth therein (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Dynegy Inc., filed on August 26, 2014).
	2.8	Letter Agreement to Purchase and Sale Agreement, dated as of November 12, 2014, by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP and Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, EquiPower Resources Corp., Dynegy Resource II, LLC, and Dynegy Inc., for the limited purposes set forth therein (incorporated by reference to Exhibit 2.5 to the Annual Report on Form 10-K of Dynegy Inc., filed on February 25, 2015).
	2.9	Stock Purchase Agreement and Agreement and Plan of Merger, dated as of August 21, 2014, by and among Energy Capital Partners GP II, LP, Energy Capital Partners II, LP, Energy Capital Partners II-A,  LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-D, LP, Energy Capital Partners II-C (Cayman), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, Brayton Point Holdings,  LLC, Dynegy Resource III, LLC, Dynegy Resource III-A, LLC, and Dynegy Inc., for the limited purposes set forth therein (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K of Dynegy Inc., filed on August 26, 2014).

II-22

Exhibit No.		Description
	2.10	Letter Agreement to Purchase and Sale Agreement, dated as of November 25, 2014, by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B,  LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP and Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, EquiPower Resources Corp., Dynegy Resource II, LLC, and Dynegy Inc., for the limited purposes set forth therein, and Stock Purchase Agreement and Agreement and Plan of Merger by and among Energy Capital Partners GP II, LP, Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-D, LP, Energy Capital Partners II-C (Cayman), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, Brayton Point Holdings, LLC, Dynegy Resource III, LLC, Dynegy Resource III-A, LLC, and Dynegy Inc., for the limited purposes set forth therein (incorporated by reference to Exhibit 2.7 to the Annual Report on Form 10-K of Dynegy Inc., filed February 25, 2015).
	2.11	Revised Attachment A to the Letter Agreement to Purchase and Sale Agreement, dated as of February 4, 2015, by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP and Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, EquiPower Resources Corp., Dynegy Resource II, LLC, and Dynegy Inc., for the limited purposes set forth therein, and Stock Purchase Agreement and Agreement and Plan of Merger by and among Energy Capital Partners GP II, LP, Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-D, LP, Energy Capital Partners II-C (Cayman), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, Brayton Point Holdings, LLC, Dynegy Resource III, LLC, Dynegy Resource III-A, LLC, and Dynegy Inc., for the limited purposes set forth therein (incorporated by reference to Exhibit 2.8 to the Annual Report on Form 10-K of Dynegy Inc., filed February 25, 2015).
	2.12	Letter Agreement to Purchase and Sale Agreement, dated as of March 30, 2015, by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP and Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II-C, LP for the limited purposes set forth therein, EquiPower Resources Corp., Dynegy Resource II, LLC, and Dynegy Inc., for the limited purposes set forth therein (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q of Dynegy Inc., filed on May 7, 2015).
	2.13	Amendment to Stock Purchase Agreement, dated as of March 30, 2015, by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP and Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II-C, LP for the limited purposes set forth therein, EquiPower Resources Corp., Dynegy Resource II, LLC, and Dynegy Inc., for the limited purposes set forth therein (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc., filed on April 1, 2015).
	3.1	Third Amended and Restated Certificate of Incorporation of Dynegy Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Dynegy Inc., filed on October 4, 2012).

II-23

Exhibit No.		Description
	3.2	Certificate of Designations of the 5.375% Series A Mandatory Convertible Preferred Stock of Dynegy Inc., filed with the Secretary of State of the State of Delaware and effective October 14, 2014 (incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2014 of Dynegy Inc., filed on February 25, 2015).
	3.3	Sixth Amended and Restated Bylaws of Dynegy Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8- K of Dynegy Inc., filed on August 26, 2014).
	3.4	Form of Certificate of Formation for Blue Ridge Generation LLC, Dynegy Coal Trading & Transportation, L.L.C., Dynegy Equipment, LLC, Dynegy Kendall Energy, LLC and Havana Dock Enterprises, LLC (incorporated by reference to Exhibit 3.3 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.5	Certificate of Incorporation of Black Mountain Cogen Inc. (incorporated by reference to Exhibit 3.4 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.6	Certificate of Formation and Certificate of Restoration of Casco Bay Energy Company, LLC (incorporated by reference to Exhibit 3.5 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.7	Certificate of Incorporation of Dynegy Administrative Services Company (incorporated by reference to Exhibit 3.6 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.8	Form of Certificate of Formation for Dynegy Coal Holdco, LLC, Dynegy Coal Investments Holdings, LLC, Dynegy Energy Services, LLC, Dynegy GasCo Holdings, LLC, Dynegy Gas Holdco, LLC, Dynegy Gas Investments, LLC, Dynegy Gas Investments Holdings, LLC, Dynegy Midwest Generation, LLC and Dynegy Power, LLC (incorporated by reference to Exhibit 3.7 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.9	Form of Certificate of Formation for Dynegy Gas Imports, LLC and Dynegy Marketing and Trade, LLC (incorporated by reference to Exhibit 3.8 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.10	Certificate of Incorporation and Certificate of Amendment of Dynegy Global Liquids, Inc. (incorporated by reference to Exhibit 3.9 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.11	Certificate of Formation and Certificates of Amendment of Dynegy Morro Bay, LLC (incorporated by reference to Exhibit 3.10 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.12	Certificate of Formation and Certificates of Amendment of Dynegy Moss Landing, LLC (incorporated by reference to Exhibit 3.11 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.13	Certificate of Formation and Certificates of Amendment of Dynegy Oakland, LLC (incorporated by reference to Exhibit 3.12 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.14	Articles of Incorporation and Articles of Amendment of Dynegy Operating Company (incorporated by reference to Exhibit 3.13 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.15	Certificate of Incorporation of Dynegy Power Generation Inc. (incorporated by reference to Exhibit 3.14 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).

II-24

Exhibit No.		Description
	3.16	Certificate of Formation of Dynegy Power Marketing, LLC (incorporated by reference to Exhibit 3.15 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.17	Certificate of Formation and Certificates of Amendment of Dynegy South Bay, LLC (incorporated by reference to Exhibit 3.16 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.18	Articles of Incorporation and Articles of Amendment of Illinova Corporation (incorporated by reference to Exhibit 3.17 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.19	Certificate of Formation and Certificates of Amendment of Ontelaunee Power Operating Company, LLC (incorporated by reference to Exhibit 3.18 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.20	Restated Certificate of Incorporation and Certificates of Amendment of Sithe Energies, Inc. (incorporated by reference to Exhibit 3.19 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.21	Certificate of Formation and Certificate of Amendment of Sithe/Independence LLC (incorporated by reference to Exhibit 3.20 to the registration statement on Form S-4 of Dynegy Inc., filed on December 9, 2013).
	3.22	Articles of Entity Conversion of Elwood Services Company, LLC (f/k/a Dominion Elwood Services Company, Inc.).*
	3.23	Articles of Entity Conversion of Kincaid Energy Services Company, LLC (f/k/a Dominion Energy Services Company, Inc.).*
	3.24	Amended and Restated Articles of Organization of Kincaid Generation, L.L.C.*
	3.25	Articles of Entity Conversion of Kincaid Holdings, LLC (f/k/a Dominion Kincaid, Inc.).*
	3.26	Certificate of Entity Conversion of Kincaid Holdings, LLC (f/k/a Dominion Kincaid, Inc.).*
	3.27	Amended and Restated Articles of Incorporation of Dynegy Commercial Asset Management, LLC (f/k/a Duke Energy Commercial Asset Management, LLC).*
	3.28	Certificate of Incorporation of ECP II-B (Brayton Point IP) Corp.*
	3.29	Certificate of Incorporation of ECP II-C (Brayton Point IP) Corp.*
	3.30	Certificate of Change of Registered Office and Registered Agent of ECP II-B (Brayton Point IP) Corp.*
	3.31	Certificate of Change of Registered Office and Registered Agent of ECP II-C (Brayton Point IP) Corp.*
	3.32	Second Amended and Restated Certificate of Incorporation of EquiPower Resources Corp.*
	3.33	Certificate of Designations of EquiPower Resources Corp.*
	3.34	Certificate of Change of Registered Office and Registered Agent of EquiPower Resources Corp.*
	3.35	Certificate of Formation of Dynegy Energy Services (East), LLC (f/k/a Cinergy Retail Sales, LLC; f/k/a Duke Energy Retail Sales, LLC).*
	3.36	Certificate of Amendment to the Certificate of Formation of Dynegy Energy Services (East), LLC (f/k/a Cinergy Retail Sales, LLC; f/k/a Duke Energy Retail Sales, LLC).*
	3.37	Certificate of Amendment to Certificate of Formation of Dynegy Energy Services (East), LLC (f/k/a Cinergy Retail Sales, LLC; f/k/a Duke Energy Retail Sales, LLC).*

II-25

Exhibit No.		Description
	3.38	Amended and Restated Certificate of Formation of Dynegy Conesville, LLC.*
	3.39	Amended and Restated Certificate of Formation of Dynegy Dicks Creek, LLC.*
	3.40	Certificate of Formation of Dynegy Fayette II, LLC (f/k/a Duke Energy Fayette II, LLC).*
	3.41	Certificate of Amendment to Certificate of Formation of Dynegy Fayette II, LLC (f/k/a Duke Energy Fayette II, LLC).*
	3.42	Certificate of Formation of Dynegy Hanging Rock II, LLC (f/k/a Duke Energy Hanging Rock II, LLC).*
	3.43	Certificate of Amendment to Certificate of Formation of Dynegy Hanging Rock II, LLC (f/k/a Duke Energy Hanging Rock II, LLC).*
	3.44	Amended and Restated Certificate of Formation of Dynegy Killen, LLC.*
	3.45	Certificate of Formation of Dynegy Lee II, LLC (f/k/a Duke Energy Lee II, LLC).*
	3.46	Certificate of Amendment to Certificate of Formation of Dynegy Lee II, LLC (f/k/a Duke Energy Lee II, LLC).*
	3.47	Amended and Restated Certificate of Formation of Dynegy Miami Fort, LLC.*
	3.48	Amended and Restated Certificate of Formation of Dynegy Stuart, LLC.*
	3.49	Certificate of Formation of Dynegy Washington II, LLC (f/k/a Duke Energy Washington II, LLC).*
	3.50	Certificate of Amendment to Certificate of Formation of Dynegy Washington II, LLC (f/k/a Duke Energy Washington II, LLC).*
	3.51	Amended and Restated Certificate of Formation of Dynegy Zimmer, LLC.*
	3.52	Amended and Restated Certificate of Formation of Dynegy Coal Generation, LLC.*
	3.53	Amended and Restated Certificate of Formation of Dynegy Gas Generation, LLC.*
	3.54	Amended and Restated Certificate of Formation of Dynegy Generation Holdco, LLC.*
	3.55	Form of Certificate of Formation of Dynegy Resource I, LLC, Dynegy Resource II, LLC and Dynegy Resource III, LLC.*
	3.56	Certificate of Formation of Dynegy Resources Holdco I, LLC (f/k/a EquiPower Resources Holdco, LLC).*
	3.57	Certificate of Amendment to Certificate of Formation of Dynegy Resources Holdco I, LLC (f/k/a EquiPower Resources Holdco, LLC).*
	3.58	Certificate of Formation of Dynegy Resources Holdco II, LLC (f/k/a EquiPower Resources Holdco II, LLC).*
	3.59	Certificate of Amendment to Certificate of Formation of Dynegy Resources Holdco II, LLC (f/k/a EquiPower Resources Holdco II, LLC).*
	3.60	Certificate of Formation of Dynegy Resources Generating Holdco, LLC (f/k/a EquiPower Resources Holdings, LLC).*
	3.61	Certificate of Amendment to Certificate of Formation of Dynegy Resources Generating Holdco, LLC (f/k/a EquiPower Resources Holdings, LLC).*
	3.62	Certificate of Formation of Richland Generation Expansion, LLC.*
	3.63	Certificate of Amendment Changing Only the Registered Office or Registered Agent of Richland Generation Expansion, LLC.*
	3.64	Amended and Restated Certificate of Formation of Milford Power Company, LLC.*
	3.65	Certificate of Merger of Milford Holdco LLC with and into Milford Power Company, LLC.*

II-26

Exhibit No.		Description
	3.66	Certificate of Formation of Lake Road Holdings GP, LLC (f/k/a BG Lake Road Holdings GP, LLC).*
	3.67	Certificate of Amendment to Certificate of Formation of Lake Road Holdings GP, LLC (f/k/a BG Lake Road Holdings GP, LLC).*
	3.68	Certificate of Formation of Lake Road Holdings LP, LLC (f/k/a BG Lake Road Holdings LP, LLC).*
	3.69	Certificate of Amendment to Certificate of Formation of Lake Road Holdings LP, LLC (f/k/a BG Lake Road Holdings LP, LLC).*
	3.70	Certificate of Limited Partnership of Lake Road Generating Company, L.P. (f/k/a Richmond Generating Company, L.P.).*
	3.71	Certificate of Restoration of Lake Road Generating Company, L.P. (f/k/a Richmond Generating Company, L.P.).*
	3.72	Certificate of Amendment to Certificate of Limited Partnership of Lake Road Generating Company, L.P. (f/k/a Richmond Generating Company, L.P.).*
	3.73	Certificate of Amendment to Certificate of Limited Partnership of Lake Road Generating Company, L.P. (f/k/a Richmond Generating Company, L.P.).*
	3.74	Certificate of Amendment to Certificate of Limited Partnership of Lake Road Generating Company, L.P. (f/k/a Richmond Generating Company, L.P.).*
	3.75	Certificate of Merger of Lake Road Generating Company, L.P. (f/k/a Richmond Generating Company, L.P.) Merging Lake Road Trust Ltd. into Lake Road Generating Company, L.P.*
	3.76	Certificate of Amendment to Certificate of Limited Partnership of Lake Road Generating Company, L.P. (f/k/a Richmond Generating Company, L.P.).*
	3.77	Certificate of Amendment to Certificate of Limited Partnership of Lake Road Generating Company, L.P. (f/k/a Richmond Generating Company, L.P.).*
	3.78	Certificate of Amendment to Certificate of Limited Partnership of Lake Road Generating Company, L.P. (f/k/a Richmond Generating Company, L.P.).*
	3.79	Certificate of Amendment to Certificate of Limited Partnership of Lake Road Generating Company, L.P. (f/k/a Richmond Generating Company, L.P.).*
	3.80	Certificate of Formation of RSG Power, LLC.*
	3.81	Certificate of Formation of Richland-Stryker Generation LLC.*
	3.82	Certificate of Amendment Changing Only the Registered Office or Registered Agent of Richland-Stryker Generation LLC.*
	3.83	Certificate of Amendment Changing Only the Registered Office or Registered Agent of Richland-Stryker Generation LLC.*
	3.84	Certificate of Formation of Dynegy Resources Management, LLC (f/k/a EquiPower Resources Management, LLC).*
	3.85	Certificate of Amendment to Certificate of Formation of Dynegy Resources Management, LLC (f/k/a EquiPower Resources Management, LLC).*
	3.86	Certificate of Formation of Dighton Power, LLC (f/k/a BG Dighton Power, LLC).*
	3.87	Certificate of Amendment to Certificate of Formation of Dighton Power, LLC (f/k/a BG Dighton Power, LLC).*
	3.88	Certificate of Formation of Masspower Holdco, LLC (f/k/a Silver Ship Holdings, LLC; f/k/a BG MP Holdings, LLC).*

II-27

Exhibit No.		Description
	3.89	Certificate of Amendment to Certificate of Formation of Masspower Holdco, LLC (f/k/a Silver Ship Holdings, LLC; f/k/a BG MP Holdings, LLC).*
	3.90	Certificate of Amendment to Certificate of Formation of Masspower Holdco, LLC (f/k/a Silver Ship Holdings, LLC; f/k/a BG MP Holdings, LLC).*
	3.91	Certificate of Amendment to Certificate of Formation of Masspower Holdco, LLC (f/k/a Silver Ship Holdings, LLC; f/k/a BG MP Holdings, LLC).*
	3.92	Certificate of Amendment to Certificate of Formation of Masspower Holdco, LLC (f/k/a Silver Ship Holdings, LLC; f/k/a BG MP Holdings, LLC).*
	3.93	Certificate of Formation of Masspower Partners I, LLC (f/k/a Silver Ship MP Partners, LLC; f/k/a BG MP Partners I, LLC).*
	3.94	Certificate of Amendment to Certificate of Formation of Masspower Partners I, LLC (f/k/a Silver Ship MP Partners, LLC; f/k/a BG MP Partners I, LLC).*
	3.95	Certificate of Amendment to Certificate of Formation of Masspower Partners I, LLC (f/k/a Silver Ship MP Partners, LLC; f/k/a BG MP Partners I, LLC).*
	3.96	Certificate of Amendment to Certificate of Formation of Masspower Partners I, LLC (f/k/a Silver Ship MP Partners, LLC; f/k/a BG MP Partners I, LLC).*
	3.97	Certificate of Amendment to Certificate of Formation of Masspower Partners I, LLC (f/k/a Silver Ship MP Partners, LLC; f/k/a BG MP Partners I, LLC).*
	3.98	Certificate of Formation of Masspower Partners II, LLC (f/k/a Silver Ship MP Partners II, LLC; f/k/a BG MP Partners II, LLC).*
	3.99	Certificate of Amendment to Certificate of Formation of Masspower Partners II, LLC (f/k/a Silver Ship MP Partners II, LLC; f/k/a BG MP Partners II, LLC).*
	3.100	Certificate of Amendment to Certificate of Formation of Masspower Partners II, LLC (f/k/a Silver Ship MP Partners II, LLC; f/k/a BG MP Partners II, LLC).*
	3.101	Certificate of Amendment to Certificate of Formation of Masspower Partners II, LLC (f/k/a Silver Ship MP Partners II, LLC; f/k/a BG MP Partners II, LLC).*
	3.102	Certificate of Amendment to Certificate of Formation of Masspower Partners II, LLC (f/k/a Silver Ship MP Partners II, LLC; f/k/a BG MP Partners II, LLC).*
	3.103	Certificate of Formation of Liberty Electric Generation Holdings, LLC (f/k/a SVMF4, LLC).*
	3.104	Certificate of Amendment to Certificate of Formation of Liberty Electric Generation Holdings, LLC (f/k/a SVMF4, LLC).*
	3.105	Certificate of Formation of LEP Holdings, LLC.*
	3.106	Certificate of Amendment to Certificate of Formation of LEP Holdings, LLC.*
	3.107	Certificate of Amendment Changing Only the Registered Office or Registered Agent of LEP Holdings, LLC.*
	3.108	Certificate of Formation of Liberty Electric PA 2, LLC.*
	3.109	Certificate of Amendment Changing Only the Registered Office or Registered Agent of Liberty Electric PA 2, LLC.*
	3.110	Certificate of Formation of Liberty Electric Power, LLC.*
	3.111	Certificate of Amendment to Certificate of Formation of Liberty Electric Power, LLC.*
	3.112	Certificate of Amendment Changing Only the Registered Office or Registered Agent of Liberty Electric Power, LLC.*
	3.113	Certificate of Formation of Tomcat Power, LLC.*

II-28

Exhibit No.		Description
	3.114	Certificate of Amendment Changing Only the Registered Office or Registered Agent of Tomcat Power, LLC.*
	3.115	Certificate of Formation of Elwood Expansion Holdings, LLC.*
	3.116	Certificate of Formation of Elwood Energy Holdings, LLC (f/k/a Dominion Elwood Holdings, LLC).*
	3.117	Certificate of Amendment to Certificate of Formation of Elwood Energy Holdings, LLC (f/k/a Dominion Elwood Holdings, LLC).*
	3.118	Certificate of Formation of Elwood Energy Holdings II, LLC.*
	3.119	Certificate of Formation of Brayton Point Holdings, LLC.*
	3.120	Certificate of Amendment Changing Only the Registered Office or Registered Agent of Brayton Point Holdings, LLC.*
	3.121	Certificate of Merger of Dynegy Resource III-A, LLC into Brayton Point Holdings, LLC.*
	3.122	Form of Certificate of Amendment Changing Only the Registered Office and Registered Agent of Richland Generation Expansion, LLC, Milford Power Company, LLC, Lake Road Holdings GP, LLC, Lake Road Holdings LP, LLC, RSG Power, LLC, Richland-Stryker Generation LLC, Dighton Power, LLC, Masspower Holdco, LLC, Masspower Partners I, LLC, Masspower Partners II, LLC, Liberty Electric Generation Holdings,  LLC, LEP Holdings, LLC, Liberty Electric PA 2, LLC, Liberty Electric Power, LLC, Tomcat Power, LLC, Elwood Expansion Holdings, LLC, Elwood Energy Holdings, LLC, Elwood Energy Holdings II, LLC and Brayton Point Holdings, LLC.*
	3.123	Certificate of Formation of Dynegy Resource Holdings, LLC.*
	3.124	Form of Amended and Restated Limited Liability Company Operating Agreement of Elwood Services Company, LLC, Kincaid Energy Services Company, LLC and Kincaid Holdings, LLC.*
	3.125	Second Amended and Restated Limited Liability Company Operating Agreement of Kincaid Generation, L.L.C.*
	3.126	Second Amended and Restated Partnership Agreement of MASSPOWER.*
	3.127	Third Amended and Restated Limited Liability Company Operating Agreement of Dynegy Commercial Asset Management, LLC.*
	3.128	Form of Bylaws of ECP II-B (Brayton Point IP) Corp and ECP II-C (Brayton Point IP) Corp.*
	3.129	Amended and Restated Bylaws of EquiPower Resources Corp.*
	3.130	Third Amended and Restated Limited Liability Company Operating Agreement of Dynegy Energy Services (East), LLC.*
	3.131	Third Amended and Restated Limited Liability Company Operating Agreement of Dynegy Generation Holdco, LLC.*
	3.132	Form of Second Amended and Restated Limited Liability Company Operating Agreement of 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 and Dynegy Zimmer, LLC.*
	3.133	Form of Amended and Restated Limited Liability Company Operating Agreement of Dynegy Coal Generation, LLC and Dynegy Gas Generation, LLC.*
	3.134	Form of Limited Liability Company Operating Agreement of Dynegy Resource I, LLC, Dynegy Resource II, LLC, Dynegy Resource III, LLC and Dynegy Resource Holdings, LLC.*

II-29

Exhibit No.		Description
	3.135	Amended and Restated Limited Liability Company Operating Agreement of Dynegy Resources Holdco I, LLC.*
	3.136	Amended and Restated Limited Liability Company Operating Agreement of Dynegy Resources Holdco II, LLC.*
	3.137	Amended and Restated Limited Liability Company Operating Agreement of Elwood Energy Holdings II, LLC.*
	3.138	Amended and Restated Limited Liability Company Operating Agreement of Elwood Expansion Holdings, LLC.*
	3.139	Form of Second Amended and Restated Limited Liability Company Operating Agreement of Dynegy Resources Generating Holdco, LLC, Elwood Energy Holdings, LLC, Richland-Stryker Generation LLC, Richland Generation Expansion, LLC, RSG Power, LLC and Tomcat Power, LLC.*
	3.140	Form of Fourth Amended and Restated Limited Liability Company Operating Agreement of Masspower Holdco, LLC, Masspower Partners II, LLC and Milford Power Company, LLC.*
	3.141	Form of Third Amended and Restated Limited Liability Company Operating Agreement of Brayton Point Holdings, LLC, Dighton Power, LLC, Dynegy Resources Management, LLC, LEP Holdings, LLC, Lake Road Holdings GP, LLC, Lake Road Holdings LP, LLC, Liberty Electric Generation Holdings, LLC, Liberty Electric PA 2, LLC and Liberty Electric Power, LLC.*
	3.142	Seventh Amended and Restated Limited Partnership Agreement of Lake Road Generating Company, L.P.*
	3.143	Fifth Amended and Restated Limited Liability Company Operating Agreement of Masspower Partners I, LLC.*
	3.144	Form of Amended and Restated Bylaws for Black Mountain Cogen, Inc., Dynegy Global Liquids, Inc., Dynegy Power Generation Inc. and Sithe Energies, Inc. (incorporated by reference to Exhibit 3.22 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.145	Bylaws of Dynegy Administrative Services Company (incorporated by reference to Exhibit 3.23 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.146	Form of Limited Liability Company Agreement for Blue Ridge Generation LLC (incorporated by reference to Exhibit 3.24 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.147	Form of First Amendment to the Limited Liability Company Agreement for Blue Ridge Generation LLC (incorporated by reference to Exhibit 3.25 to Amendment No. 1 to the registration statement on Form S-4/A of Dynegy Inc. filed on January 23, 2014).
	3.148	Form of Limited Liability Company Agreement for Havana Dock Enterprises, LLC, as amended (incorporated by reference to Exhibit 3.26 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.149	Form of First Amendment to the Limited Liability Company Agreement for Havana Dock Enterprises, LLC (incorporated by reference to Exhibit 3.27 to Amendment No. 2 to the registration statement on Form S-4/A of Dynegy Inc. filed on February 28, 2014).

II-30

Exhibit No.		Description
	3.150	Form of Amended and Restated Limited Liability Company Operating Agreement for Casco Bay Energy Company, LLC, Dynegy Morro Bay, LLC, Dynegy Moss Landing, LLC, Dynegy Oakland, LLC and Dynegy South Bay,  LLC (incorporated by reference to Exhibit 3.28 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.151	Form of First Amendment to the Amended and Restated Limited Liability Company Operating Agreement, Dynegy Morro Bay, LLC, Dynegy Moss Landing, LLC, Dynegy Oakland, LLC and Dynegy South Bay, LLC (incorporated by reference to Exhibit 3.29 to Amendment No. 1 to the registration statement on Form S-4/A of Dynegy Inc. filed on January 23, 2014).
	3.152	Form of First Amendment to the Amended and Restated Limited Liability Company Operating Agreement for Casco Bay Energy Company, LLC. (incorporated by reference to Exhibit 3.30 to Amendment No. 1 to the registration statement on Form S-4/A of Dynegy Inc. filed on January 23, 2014).
	3.153	Form of Third Amended and Restated Limited Liability Company Operating Agreements for Dynegy Coal Holdco, LLC and Dynegy Gas Investments, LLC (incorporated by reference to Exhibit 3.31 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.154	Form of Amended and Restated Limited Liability Company Operating Agreements for Dynegy Coal Investments Holdings, LLC and Dynegy Gas Investments Holdings, LLC (incorporated by reference to Exhibit 3.32 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.155	Form of Limited Liability Company Operating Agreement for Dynegy Energy Services, LLC (formerly Illinois Power Energy, LLC) (incorporated by reference to Exhibit 3.33 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.156	Form of First Amendment to the Limited Liability Company Operating Agreement for Dynegy Energy Services, LLC (incorporated by reference to Exhibit 3.34 to Amendment No. 1 to the registration statement on Form S-4/A of Dynegy Inc. filed on January 23, 2014).
	3.157	Form of Second Amended and Restated Limited Liability Company Operating Agreement for Dynegy Equipment, LLC (incorporated by reference to Exhibit 3.35 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.158	Form of Limited Liability Company Operating Agreement for Dynegy GasCo Holdings, LLC (incorporated by reference to Exhibit 3.36 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.159	Form of Second Amended and Restated Limited Liability Company Operating Agreement for Dynegy Gas Holdco, LLC (incorporated by reference to Exhibit 3.37 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.160	Form of Amended and Restated Limited Liability Company Operating Agreement for Dynegy Gas Imports, LLC and Ontelaunee Power Operating Company, LLC (incorporated by reference to Exhibit 3.38 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.161	Form of Fourth Amended and Restated Limited Liability Company Operating Agreement for Dynegy Kendall Energy, LLC (incorporated by reference to Exhibit 3.39 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).

II-31

Exhibit No.		Description
	3.162	Form of Fourth Amended and Restated Limited Liability Company Operating Agreement for Dynegy Marketing and Trade, LLC (incorporated by reference to Exhibit 3.40 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.163	Form of Fifth Amended and Restated Limited Liability Company Operating Agreement for Dynegy Midwest Generation, LLC and Dynegy Power, LLC (incorporated by reference to Exhibit 3.41 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.164	Form of Third Amended and Restated Limited Liability Company Operating Agreement for Dynegy Coal Trading & Transportation, L.L.C. (incorporated by reference to Exhibit 3.42 to Amendment No. 2 to the registration statement of Dynegy Inc. filed on February 28, 2014).
	3.165	Form of First Amendment to Third Amended and Restated Limited Liability Company Operating Agreement for Dynegy Coal Trading & Transportation, L.L.C. (incorporated by reference to Exhibit 3.43 to Amendment No. 2 to the registration statement of Dynegy Inc. filed on February 28, 2014).
	3.166	Form of Limited Liability Company Agreement for Sithe/Independence LLC (incorporated by reference to Exhibit 3.44 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.167	Form of First Amendment to the Limited Liability Company Agreement for Sithe/Independence LLC (incorporated by reference to Exhibit 3.45 to Amendment No. 1 to the registration statement on Form S-4/A of Dynegy Inc. filed on January 23, 2014).
	3.168	Amended and Restated Bylaws of Illinova Corporation (incorporated by reference to Exhibit 3.47 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.169	Amended and Restated Bylaws of Dynegy Operating Company (incorporated by reference to Exhibit 3.48 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	3.170	Form of Third Amended and Restated Limited Liability Company Operating Agreement for Dynegy Power Marketing, LLC (incorporated by reference to Exhibit 3.49 to the registration statement on Form S-4 of Dynegy Inc. filed on December 9, 2013).
	4.1	Warrant Agreement dated October 1, 2012 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc., filed on October 4, 2012)*****
	4.2	Registration Rights Agreement dated October 1, 2012 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Dynegy Inc., filed on October 4, 2012).
	4.3	Indenture, dated as of May 20, 2013, among Dynegy Inc., the Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Dynegy Inc., filed on May 21, 2013).
	4.4	First Supplemental Indenture dated as of December 5, 2013 to the Indenture, dated as of May 20, 2013, among Dynegy Inc., the Guarantors and Wilmington Trust, National Association as Trustee (incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K of Dynegy Inc., filed on February 27, 2014).
	4.5	Second Supplemental Indenture to the 2023 Notes Indenture, dated as of April 1, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.20 to the Current Report on Form 8-K of Dynegy Inc., filed April 7, 2015).

II-32

Exhibit No.		Description
	4.6	Third Supplemental Indenture to the 2023 Notes Indenture, dated as of April 2, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, pursuant to which the Subsidiary Guarantors are added to the 2023 Notes Indenture (incorporated by reference to Exhibit 4.28 to the Current Report on Form 8-K of Dynegy Inc., filed April 8, 2015).
	4.7	Registration Rights Agreement, dated as of May 20, 2013, among Dynegy Inc., the Guarantors (as defined therein), Morgan Stanley and Credit Suisse (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Dynegy Inc., filed on May 21, 2013).
	4.8	Form of 5.875% Senior Notes due 2023 (included in Exhibit 4.3).
	4.9	Indenture, dated as of November 1, 2000, from Ameren Energy Generating Company to The Bank of New York Mellon Trust Company, N.A., as successor trustee (Genco Indenture) (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 of Ameren Energy Generating Company, filed March 6, 2001).
	4.10	Third Supplemental Indenture, dated as of June 1, 2002, to Genco Indenture, relating to Genco's 7.95% Senior Notes, Series E due 2032 (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q of Ameren Energy Generating Company, filed August 14, 2002).
	4.11	Fourth Supplemental Indenture, dated as of January 15, 2003, to Genco Indenture, relating to Genco 7.95% Senior Notes, Series F due 2032 (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K of Ameren Energy Generating Company for the fiscal year ended December 31, 2002).
	4.12	Fifth Supplemental Indenture dated as of April 1, 2008, to Genco Indenture, relating to Genco 7.00% Senior Notes, Series G due 2018 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Ameren Energy Generating Company, filed on April 9, 2008).
	4.13	Sixth Supplemental Indenture, dated as of July 7, 2008, to Genco Indenture, relating to Genco 7.00% Senior Notes, Series H due 2018 (incorporated by reference to Exhibit 4.55 to the Registration Statement on Form S-3 of Ameren Corporation, filed November 17, 2008).
	4.14	Seventh Supplemental Indenture, dated as of November 1, 2009, to Genco Indenture, relating to Genco 6.30% Senior Notes, Series I due 2020 (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K of Ameren Corporation, filed on November 17, 2009).
	4.15	Registration Rights Agreement, dated as of June 6, 2002 among Ameren Energy Generating Company and the Initial Purchasers relating to the Ameren Energy Generating Company's 7.95% Senior Notes, Series E due 2032 (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q of Ameren Energy Generating Company, filed August 14, 2002).
	4.16	Registration Rights Agreement, dated as of April 9, 2008 among Ameren Energy Generating Company and the Initial Purchasers relating to the Ameren Energy Generating Company's 7.00% Senior Notes, Series G due 2018 (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-4 of Ameren Energy Generating Company, filed May 19, 2008).
	4.17	2019 Notes Indenture, dated as of October 27, 2014, between Dynegy Finance II, Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K of Dynegy Inc., filed on October 30, 2014).

II-33

Exhibit No.		Description
	4.18	First Supplemental Indenture to the 2019 Notes Indenture, dated as of April 1, 2015, between Dynegy Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K of Dynegy Inc., filed on April 7, 2015).
	4.19	Second Supplemental Indenture to the 2019 Notes Indenture, dated April 1, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K of Dynegy Inc. filed on April 7, 2015).
	4.20	Third Supplemental Indenture to the 2019 Notes Indenture, dated as of April 2, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.13 to the Current Report on Form 8-K of Dynegy Inc., filed on April 8, 2015).
	4.21	2022 Notes Indenture, dated October 27, 2014, between Dynegy Finance II, Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014).
	4.22	First Supplemental Indenture to the 2022 Notes Indenture, dated as of April 1, 2015, between Dynegy Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.11 to the Current Report on Form 8-K of Dynegy Inc., filed on April 7, 2015).
	4.23	Second Supplemental Indenture to the 2022 Notes Indenture, dated as of April 1, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, pursuant to which additional guarantors are added (incorporated by reference to Exhibit 4.12 to the Current Report on Form 8-K of Dynegy Inc., filed on April 7, 2015).
	4.24	Third Supplemental Indenture to the 2022 Notes Indenture, dated as of April 2, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.17 to the Current Report on Form 8-K of Dynegy Inc., filed on April 8, 2015).
	4.25	2024 Notes Indenture, dated as of October 27, 2014, between Dynegy Finance II, Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K of Dynegy Inc., filed on October 30, 2014).
	4.26	First Supplemental Indenture to the 2024 Notes Indenture, dated as of April 1, 2015, between Dynegy Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.14 to the Current Report on Form 8-K of Dynegy Inc., filed on April 7, 2015).
	4.27	Second Supplemental Indenture to the 2024 Notes Indenture, dated as of April 1, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.15 to the Current Report on Form 8-K of Dynegy Inc., filed on April 7, 2015).
	4.28	Third Supplemental Indenture to the 2024 Notes Indenture, dated as of April 2, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.21 to the Current Report on Form 8-K of Dynegy Inc., filed on April 8, 2015).

II-34

Exhibit No.		Description
	4.29	Registration Rights Agreement, dated as of October 27, 2014, among Dynegy Finance I, Inc., Dynegy Finance II, Inc. and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC as representatives of the initial purchasers identified therein (incorporated by reference to Exhibit 4.10 to the Current Report on Form 8-K of Dynegy Inc., filed on October 30, 2014).
	4.30	Joinder to the Registration Rights Agreement, dated as of April 1, 2015, among Dynegy Inc. and the subsidiary guarantors identified therein (incorporated by reference to Exhibit 4.17 to the Current Report on Form 8-K of Dynegy Inc., filed on April 7, 2015).
	4.31	Joinder to the Registration Rights Agreement, dated as of April 2, 2015, among Dynegy Inc. and the subsidiary guarantors identified therein (incorporated by reference to Exhibit 4.24 to the Current Report on Form 8-K of Dynegy Inc., filed on April 8, 2015).
	5.1	Legal Opinion of White & Case LLP.*
	5.2	Legal Opinion of Locke Lord LLP.*
	5.3	Legal Opinion of Richards, Layton & Finger, P.A.*
	5.4	Legal Opinion of Hunton & Williams LLP.*
	5.5	Legal Opinion of McDonald Hopkins LLC.*
	10.1	Dynegy Inc. Executive Severance Pay Plan, as amended and restated effective as of January 1, 2008 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on January 4, 2008). †
	10.2	First Amendment to the Dynegy Inc. Executive Severance Pay Plan effective as of January 1, 2010 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2009 of Dynegy Inc., filed on March 8, 2012).
	10.3	Second Amendment to the Dynegy Inc. Executive Severance Pay Plan, dated as of September 20, 2010 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2010 of Dynegy Inc.).
	10.4	Third Amendment to the Dynegy Inc. Executive Severance Pay Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on March 22, 2011).
	10.5	Fourth Amendment to the Dynegy Inc. Executive Severance Pay Plan, dated as of August 8, 2011(incorporated by reference to Exhibit 10. 1 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2011 of Dynegy Inc., filed on November 14, 2011).
	10.6	Dynegy Inc. Executive Change in Control Severance Pay Plan effective April 3, 2008 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on April 8, 2008).
	10.7	First Amendment to the Dynegy Inc. Executive Change In Control Severance Pay Plan, dated as of September 22, 2010 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2010 of Dynegy Inc., filed November 9, 2010).
	10.8	Second Amendment to the Dynegy Inc. Executive Change In Control Severance Pay Plan, dated March 18, 2013 (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K of Dynegy Inc., filed on March 22, 2013).
	10.9	Dynegy Inc. 2009 Phantom Stock Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc., filed on March 10, 2009).

II-35

Exhibit No.		Description
	10.10	First Amendment to the Dynegy Inc. 2009 Phantom Stock Plan, dated as of July 8, 2011(incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2011 of Dynegy Inc., filed on August 8, 2011).
	10.11	Dynegy Inc. Deferred Compensation Plan for Certain Directors, as amended and restated, effective January 1, 2008 (incorporated by reference to Exhibit 10.55 to the Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009 of Dynegy Inc., filed on February 26, 2009).
	10.12	Trust under Dynegy Inc. Deferred Compensation Plan for Certain Directors, effective January 1, 2009 (incorporated by reference to Exhibit 10.56 to the Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009 of Dynegy Inc., filed on February 26, 2009).
	10.13	Dynegy Inc. Incentive Compensation Plan, as amended and restated effective May 21, 2010 (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010 of Dynegy Inc., filed on March 8, 2011).
	10.14	Dynegy Inc. 2012 Long Term Incentive Plan dated August 14, 2012 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc., filed on October 4, 2012).
	10.15	Assignment Agreement by and between Dynegy Inc. and Dynegy Operating Company, dated July 5, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on July 10, 2012).
	10.16	Amended and Restated Employment Agreement by and between Dynegy Operating Company and Robert C. Flexon (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on May 6, 2015).
	10.17	Employment Agreement between Dynegy Inc. and Clint C. Freeland dated June 23, 2011(incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2011 of Dynegy Inc., filed on August 8, 2011).
	10.18	Second Amendment to Employment Agreement by and between Dynegy Operating Company and Clint C. Freeland, dated March 18, 2013 (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Dynegy Inc., filed on March 22, 2013).
	10.19	Employment Agreement between Dynegy Inc. and Carolyn J. Burke dated July 5, 2011(incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Dynegy Inc., filed on August 8, 2011).
	10.20	Second Amendment to Employment Agreement by and between Dynegy Operating Company and Carolyn J. Burke, dated March 18, 2013 (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K of Dynegy Inc., filed on March 22, 2013).
	10.21	Employment Agreement between Dynegy Inc. and Catherine Callaway dated September 16, 2011 (incorporated by reference to Exhibit 10. 2 to the Quarterly Report on Form 10-Q of Dynegy Inc., filed on November 14, 2011).
	10.22	Second Amendment to Employment Agreement by and between Dynegy Operating Company and Catherine B. Callaway, dated March 18, 2013 (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K of Dynegy Inc., filed on March 22, 2013).
	10.23	Employment Agreement by and among Dynegy Operating Company and Henry D. Jones (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on February 12, 2013).

II-36

Exhibit No.		Description
	10.24	First Amendment to Employment Agreement by and between Dynegy Operating Company and Henry D. Jones, dated March 18, 2013 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Dynegy Inc., filed on March 22, 2013).
	10.25	Form of Non-Qualified Stock Option Award Agreement (2015 Awards) (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2015 of Dynegy Inc., filed on May 7, 2015).
	10.26	Form of Stock Unit Award Agreement—Officers (2015 Awards) (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2015 of Dynegy Inc., filed on May 7, 2015).
	10.27	Form of Performance Award Agreement (2015 Awards) (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2015 of Dynegy Inc., filed on May 7, 2015).
	10.28	Form Award Agreement for 2012 Long Term Incentive Program Award-Cash (CEO) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on January 9, 2012).
	10.29	Form Award Agreement for 2012 Long Term Incentive Program Award-Cash (EVP) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc., filed on January 9, 2012).
	10.30	Form of Performance Award Agreement (for Managing Directors and Above) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc., filed on March 22, 2013).
	10.31	Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on November 2, 2012).
	10.32	Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc., filed on March 22, 2013).
	10.33	Form of Stock Unit Award Agreement—Officers (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc., filed on November 2, 2012).
	10.34	Form of Stock Unit Award Agreement—Officers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on March 22, 2013).
	10.35	Form of Stock Unit Award Agreement—Directors (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc., filed on November 2, 2012).
	10.36	Form of Phantom Stock Unit Award Agreement—MD & Above Version (2012 LTIP Awards) (incorporated by reference to Exhibit 10.11 to the Quarterly Report for the Quarter Ended September 30, 2012 on Form 10-Q of Dynegy Inc., filed on November 7, 2012).
	10.37	Form of Phantom Stock Unit Award Agreement—MD & Above Version (2012 Replacement Shares) (incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2012 of Dynegy Inc., filed on November 7, 2012).
	10.38	Amended and Restated Settlement Agreement dated May 30, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on May 31, 2012).
	10.39	Contribution Agreement dated June 5, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8- K of Dynegy Inc., filed on June 11, 2012).

II-37

Exhibit No.		Description
	10.40	Assignment dated July 5, 2012 by and between Dynegy Inc. and Dynegy Operating Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on August 1, 2012).
	10.41	First Amendment to the Amended Plan Support Agreement dated July 31, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on July 10, 2012).
	10.42	Agreement and Plan of Merger, dated September 28, 2012, by and among Dynegy and DH (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. and DH, filed on October 2, 2012).
	10.43	Asset Purchase Agreement dated as of December 10, 2012, among Dynegy Danskammer, L.L.C. and ICS NY Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc., filed on December 10, 2012).
	10.44	Letter Agreement dated December 10, 2012, among Louis Dreyfus Highbridge Energy LLC and Dynegy Roseton, L.L.C. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed December 10, 2012).
	10.45	Agreed upon form Asset Purchase Agreement dated as of December, 2012, among LDH U.S. Asset Holdings LLC and Dynegy Roseton, L.L.C. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc., filed on December 18, 2012).
	10.46	Amended Chapter 11 Joint Plan of Liquidation for Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C. filed January 21, 2013 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Dynegy Inc., filed on January 22, 2013).
	10.47	Amended Disclosure Statement related to the Chapter 11 Joint Plan of Liquidation for Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C. filed January 21, 2013 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K of Dynegy Inc., filed on January 22, 2013).
	10.48	Transaction Agreement by and between Ameren Corporation and IPH, LLC (formerly Illinois Power Holdings, LLC), dated as of March 14, 2013 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc., filed on March 15, 2013).
	10.49	Letter Agreement, dated December 2, 2013, between Ameren Corporation and IPH, LLC (formerly Illinois Power Holdings, LLC), amending the Transaction Agreement, dated as of March 14, 2013 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8- K of Dynegy Inc., filed on December 4, 2013).****
	10.50	Limited Guaranty, dated March 14, 2013, in favor of Ameren Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on March 15, 2013).
	10.51	Credit Agreement, dated as of April 23, 2013, among Dynegy Inc., as borrower and the guarantors, lenders and other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on April 24, 2013).
	10.52	First Amendment to the Credit Agreement, dated as of April 1, 2015, among Dynegy Inc., as borrower, and the guarantors, lenders and other parties thereto (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Dynegy Inc., filed on April 7, 2015).

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Exhibit No.		Description
	10.53	Second Amendment to the Credit Agreement, dated as of April 2, 2015, among Dynegy Inc., as borrower, and the guarantors, lenders and other parties thereto (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Dynegy Inc., filed on April 8, 2015).
	10.54	Guarantee and Collateral Agreement, dated as of April 23, 2013, among Dynegy Inc., the subsidiaries of the borrower from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc., filed on April 24, 2013).
	10.55	Collateral Trust and Intercreditor Agreement, dated as of April 23, 2013, among Dynegy Inc., the Subsidiary Guarantors (as defined therein), Credit Suisse AG, Cayman Islands Branch and each person party thereto from time to time (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K of Dynegy Inc., filed on April 24, 2013).
	10.56	Purchase Agreement, dated May 15, 2013, among Dynegy Inc., the Guarantors (as defined therein), Morgan Stanley and Credit Suisse (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on May 21, 2013).
	10.57	Revolving Promissory Note by and between Dynegy Inc., as Lender, and Illinois Power Resources, LLC (formerly New Ameren Energy Resources, LLC), as Borrower (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc., filed on December 4, 2013).
	10.58	Guaranty by Ameren Energy Generating Company in favor of Ameren Corporation, dated December 2, 2013 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Illinois Power Generating Company, filed on December 5, 2013).
	10.59	Letter of Credit and Reimbursement Agreement, dated as of January 29, 2014 between Illinois Power Marketing Company and Union Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. and Illinois Power Generating Company, filed on February 4, 2014).
	12.1	Computation of Ratio of Earnings to Fixed Charges.*
	21.1	Significant subsidiaries of Dynegy Inc. (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K of Dynegy Inc., filed on February 25, 2015).
	23.1	Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.*
	23.2	Consent of Independent Accountants, PricewaterhouseCoopers LLP.*
	23.3	Consent of Deloitte & Touche LLP, relating to the combined financial statements of the Midwest Generation Business of Duke Energy Corporation and its subsidiaries.*
	23.4	Consent of Deloitte & Touche LLP, relating to the combined financial statements of EquiPower Resources Corp. and subsidiaries and Brayton Point Holdings, LLC and subsidiary.*
	23.5	Consent of White & Case LLP (included as part of Exhibit 5.1).*
	23.6	Consent of Locke Lord, LLP (included as part of Exhibit 5.2).*
	23.7	Consent of Richards, Layton & Finger, P.A. (included as part of Exhibit 5.3).*
	23.8	Consent of Hunton & Williams LLP (included as part of Exhibit 5.4)*
	23.9	Consent of McDonald Hopkins LLC (included as part of Exhibit 5.5)*
	25.1	Statement of Eligibility of Trustee on Form T-1.*
	99.1	Form Letter of Transmittal.*
	99.2	Form Letter to Clients from Registered Holders.*

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Exhibit No.		Description
	99.3	Instructions to Registered Holders.*

*

Filed herewith.

****

Certain exhibits, attachments or schedules to the exhibits filed herewith were never prepared or used by the parties in connection with the transactions that are the subject of the filed exhibit and therefore no actual exhibit, attachment or schedule exists.

*****

Pursuant to a request for confidential treatment, portions of this Exhibit have been redacted and filed separately with the SEC as required by Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

†

Management compensatory plan or arrangement.

Item 22.    Undertakings.

        The undersigned registrants hereby undertake:

        1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

        (a)   To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

        (b)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

        (c)   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        4)    For the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the

II-40

registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        5)    For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;



(b)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;



(c)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and



(d)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        6)    That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        7)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        8)    For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        9)    For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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        10)  To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        11)  To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY INC.
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name	Position	Date
/s/ PAT WOOD, III Pat Wood, III	Chairman	June 1, 2015
/s/ ROBERT C. FLEXON Robert C. Flexon	Director, President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden	Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015

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Signature/Name	Position	Date
/s/ HILARY E. ACKERMANN Hilary E. Ackermann	Director	June 1, 2015
/s/ PAUL M. BARBAS Paul M. Barbas	Director	June 1, 2015
/s/ RICHARD LEE KUERSTEINER Richard Lee Kuersteiner	Director	June 1, 2015
/s/ JEFFREY S. STEIN Jeffrey S. Stein	Director	June 1, 2015
/s/ JOHN R. SULT John R. Sult	Director	June 1, 2015

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

BLACK MOUNTAIN COGEN, INC. ECP II-B (BRAYTON POINT IP) CORP ECP II-C (BRAYTON POINT IP) CORP DYNEGY ADMINISTRATIVE SERVICES COMPANY DYNEGY GLOBAL LIQUIDS, INC. DYNEGY OPERATING COMPANY DYNEGY POWER GENERATION INC. EQUIPOWER RESOURCES CORP. ILLINOVA CORPORATION SITHE ENERGIES, INC.
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name	Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon	Director, President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015

II-45

Signature/Name	Position	Date
/s/ CLINT C. FREELAND Clint C. Freeland	Director, Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden	Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015

II-46

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY POWER MARKETING, LLC
HAVANA DOCK ENTERPRISES, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Midwest Generation, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-47

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

CASCO BAY ENERGY COMPANY, LLC
DYNEGY MORRO BAY, LLC
DYNEGY MOSS LANDING, LLC
DYNEGY OAKLAND, LLC
DYNEGY SOUTH BAY, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name	Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon	President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden	Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015

II-48

Signature/Name			Position	Date
Dynegy Power Generation Inc.			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-49

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY EQUIPMENT, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Kendall Energy, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-50

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

BLUE RIDGE GENERATION, LLC
DYNEGY KENDALL ENERGY, LLC
DYNEGY MARKETING AND TRADE, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Power, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-51

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

SITHE/INDEPENDENCE LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Sithe Energies. Inc.			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-52

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY COAL HOLDCO, LLC
DYNEGY GAS IMPORTS, LLC
DYNEGY GAS INVESTMENTS, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Inc.			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-53

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY ENERGY SERVICES, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Inc.			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-54

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY GASCO HOLDINGS, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Gas Investments, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-55

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY GAS HOLDCO, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy GasCo Holdings, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-56

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY GAS INVESTMENTS HOLDINGS, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Gas Holdco, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-57

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY POWER, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Gas Investments Holdings, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-58

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY COAL INVESTMENTS HOLDINGS, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Coal Holdco, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-59

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY MIDWEST GENERATION, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name	Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon	President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden	Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Coal Investments Holdings, LLC	Sole Member	June 1, 2015

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

II-60

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY RESOURCE I, LLC
DYNEGY RESOURCE II, LLC
DYNEGY RESOURCE III, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name	Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon	President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden	Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Resource Holdings, LLC	Sole Member	June 1, 2015

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

II-61

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name	Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon	President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden	Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Resource I, LLC	Sole Member	June 1, 2015

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

II-62

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY ENERGY SERVICES (EAST), LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Energy Services, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	Chief Executive Officer

II-63

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY CONESVILLE, LLC
DYNEGY KILLEN, LLC
DYNEGY MIAMI FORT, LLC
DYNEGY STUART, LLC
DYNEGY ZIMMER, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

II-64

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Coal Generation, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-65

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY DICKS CREEK, LLC
DYNEGY FAYETTE II, LLC
DYNEGY HANGING ROCK II, LLC
DYNEGY LEE II, LLC
DYNEGY WASHINGTON II, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

II-66

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Gas Generation, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-67

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY COAL GENERATION, LLC
DYNEGY GAS GENERATION, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Generation Holdco, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-68

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY GENERATION HOLDCO, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Commercial Asset Management, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-69

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY RESOURCES HOLDCO I, LLC
DYNEGY RESOURCES HOLDCO II, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
EquiPower Resources Corp.			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-70

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY RESOURCES GENERATING HOLDCO, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Resources Holdco I, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-71

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

RICHLAND GENERATION EXPANSION, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Resources Holdco II, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-72

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DIGHTON POWER, LLC
DYNEGY RESOURCES MANAGEMENT, LLC
LAKE ROAD HOLDINGS GP, LLC
LAKE ROAD HOLDINGS LP, LLC
LIBERTY ELECTRIC GENERATION HOLDINGS, LLC
MASSPOWER HOLDCO, LLC
MILFORD POWER COMPANY, LLC
RSG POWER, LLC
TOMCAT POWER, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name	Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon	President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015

II-73

Signature/Name			Position	Date
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Resources Generating Holdco, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-74

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

LAKE ROAD GENERATING COMPANY, L.P.
By:	Lake Road Holdings GP, LLC, its General Partner
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name	Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon	President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden	Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015

II-75

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

RICHLAND-STRYKER GENERATION LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
RSG Power, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-76

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

MASSPOWER PARTNERS I, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Resources Generating Holdco, LLC			Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-77

Signature/Name			Position	Date
Masspower Holdco, LLC			Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-78

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

MASSPOWER PARTNERS II, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Masspower Partners I, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-79

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

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

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			Manager, President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Manager, Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Masspower Partners I, LLC			Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-80

Signature/Name			Position	Date
Masspower Partners II, LLC			Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-81

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

LEP HOLDINGS, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Liberty Electric Generation Holdings, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-82

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

LIBERTY ELECTRIC PA 2, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
LEP Holdings, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-83

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

LIBERTY ELECTRIC POWER, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Liberty Electric PA 2, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-84

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

ELWOOD ENERGY HOLDINGS, LLC
ELWOOD ENERGY HOLDINGS II, LLC
ELWOOD EXPANSION HOLDINGS, LLC
ELWOOD SERVICES COMPANY, LLC
KINCAID ENERGY SERVICES COMPANY, LLC
KINCAID HOLDINGS, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Tomcat Power, LLC			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-85

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

KINCAID GENERATION, L.L.C.
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Tomcat Power, LLC			Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer
Kincaid Holdings, LLC			Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-86

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

BRAYTON POINT HOLDINGS, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Resource III, LLC			Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-87

Signature/Name			Position	Date
ECP II-B (Brayton Point IP) Corp			Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer
ECP II-C (Brayton Point IP) Corp			Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-88

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 1, 2015.

DYNEGY RESOURCE HOLDINGS, LLC
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

SIGNATURES AND POWERS OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Catherine B. Callaway and Heidi D. Lewis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature/Name			Position	Date
/s/ ROBERT C. FLEXON Robert C. Flexon			President and Chief Executive Officer (Principal Executive Officer)	June 1, 2015
/s/ CLINT C. FREELAND Clint C. Freeland			Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 1, 2015
/s/ J. CLINTON WALDEN J. Clinton Walden			Vice President and Chief Accounting Officer (Principal Accounting Officer)	June 1, 2015
Dynegy Inc.			Sole Member	June 1, 2015
By:	/s/ ROBERT C. FLEXON
	Name:	Robert C. Flexon
	Title:	President and Chief Executive Officer

II-89

EX-3.22

Exhibit 3.22

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EX-3.23

Exhibit 3.23

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EX-3.24

Exhibit 3.24

EXECUTION VERSION

ARTICLES OF AMENDMENT AND RESTATEMENT

OF

KINCAID GENERATION, L.L.C.

The undersigned, on behalf of the limited liability company set forth below, pursuant to Title 13.1, Chapter 12, Article 2 of the Code of Virginia, states as follows:

1.Name.  The name of the limited liability company (the “LLC”) is Kincaid Generation, L.L.C.

2.Amendment and Restatement.

a.The Amended and Restated Articles of Organization attached hereto as Exhibit A (the “Restatement”) contain new amendments to the LLC’s Amended and Restated Articles of Organization.

b.The text of the amendments adopted is contained in the Restatement.

3.Member Action.  In accordance with the Virginia Limited Liability Company Act, by written consent dated May 19, 2015, the members of the LLC unanimously approved and adopted the Restatement and the amendments contained in the Restatement.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment and Restatement as of the date set forth below.

	KINCAID GENERATION, L.L.C.
DATE: May 19, 2015	By:	/s/ Heidi D. Lewis
	Name:		Heidi D. Lewis
	Title:		Vice President, Group General
			Counsel and Assistant Secretary
	SCC ID No.: S013448-8

Exhibit A

EXECUTION VERSION

AMENDED AND RESTATED ARTICLES OF ORGANIZATION

OF

KINCAID GENERATION, L.L.C.

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia, the undersigned states as follows:

1.Name.  The name of the limited liability company (the “LLC”) is as follows:

Kincaid Generation, L.L.C.

2.Registered Office.  The address of the LLC’s registered office in Virginia is 10 South  Jefferson Street, Suite 1400, Roanoke, Virginia 24011, which is located in the City of Roanoke.

3.Registered Agent.  The name of the LLC’s registered agent is Capitol Corporate Services, Inc., whose business address is identical to the registered office.  The registered agent is a foreign stock corporation authorized to transact business in Virginia.

4.Principal Office and Records.  The LLC’s principal office address where the records of the LLC will be maintained pursuant to Section 13.1-1028 of Chapter 12 of Title 13.1 of the Code of Virginia is 601 Travis Street, Suite 1400 Houston, Texas 77002.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization as of the date set forth below.

	TOMCAT POWER, LLC, manager
DATE: May 19, 2015	By:	/s/ Heidi D. Lewis
	Name:		Heidi D. Lewis
	Title:		Vice President, Group General
			Counsel and Assistant Secretary

EX-3.25

Exhibit 3.25

EX-3.26

Exhibit 3.26

EX-3.27

Exhibit 3.27

EX-3.28

Exhibit 3.28

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EX-3.29

Exhibit 3.29

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EX-3.30

Exhibit 3.30

CERTIFICATE OF CHANGE OF

REGISTERED OFFICE AND REGISTERED AGENT

OF

ECP II-B (BRAYTON POINT IP) CORP

Pursuant to Section 133 of the General

Corporation Law of the State of Delaware

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the corporation is ECP II-B (Brayton Point IP) Corp.

2.The registered office of the corporation in the State of Delaware is changed to 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901. The name of the registered agent at such address upon whom process against this corporation may be served is Capitol Services, Inc.

3.The foregoing change to the registered office and registered agent was adopted by a resolution of the Board of Directors of the corporation.

IN WITNESS WHEREOF, the corporation has caused this Certificate to be duly executed in its corporate name this 20th day of May, 2015.

ECP II-B (BRAYTON POINT IP) CORP
By:	/s/ Kelly D. Tlachac
Name: Kelly D. Tlachac
Title: Authorized Officer

EX-3.31

Exhibit 3.31

CERTIFICATE OF CHANGE OF

REGISTERED OFFICE AND REGISTERED AGENT

OF

ECP II-C (BRAYTON POINT IP) CORP

Pursuant to Section 133 of the General

Corporation Law of the State of Delaware

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the corporation is ECP II-C (Brayton Point IP) Corp.

2.The registered office of the corporation in the State of Delaware is changed to 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901. The name of the registered agent at such address upon whom process against this corporation may be served is Capitol Services, Inc.

3.The foregoing change to the registered office and registered agent was adopted by a resolution of the Board of Directors of the corporation.

IN WITNESS WHEREOF, the corporation has caused this Certificate to be duly executed in its corporate name this 20th day of May, 2015.

ECP II-C (BRAYTON POINT IP) CORP
By:	/s/ Kelly D. Tlachac
Name: Kelly D. Tlachac
Title: Authorized Officer

EX-3.32

Exhibit 3.32

EX-3.33

Exhibit 3.33

EX-3.34

Exhibit 3.34

CERTIFICATE OF CHANGE OF

REGISTERED OFFICE AND REGISTERED AGENT

OF

EQUIPOWER RESOURCES CORP.

Pursuant to Section 133 of the General

Corporation Law of the State of Delaware

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the corporation is EquiPower Resources Corp.

2.The registered office of the corporation in the State of Delaware is changed to 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901. The name of the registered agent at such address upon whom process against this corporation may be served is Capitol Services, Inc.

3.The foregoing change to the registered office and registered agent was adopted by a resolution of the Board of Directors of the corporation.

IN WITNESS WHEREOF, the corporation has caused this Certificate to be duly executed in its corporate name this 20th day of May, 2015.

EQUIPOWER RESOURCES CORP.
By:	/s/ Kelly D. Tlachac
Name: Kelly D. Tlachac
Title: Authorized Officer

EX-3.35

Exhibit 3.35

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EX-3.36

Exhibit 3.36

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EX-3.37

Exhibit 3.37

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF
DUKE ENERGY RETAIL SALES, LLC

1.The name of the Limited Liability Company:  Duke Energy Retail Sales, LLC

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

Article 1 is amended to show a change of name:As amended the name of the limited liability company is DYNEGY ENERGY SERVICES (EAST), LLC

Article 2 is amended to show a change of Registered Office and Registered Agent.  The Registered Office address of the limited liability company in the State of Delaware is changed to 1675 South State Street, Suite B, in the City of Dover, County of Kent 19901.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Capitol Services, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 2nd day of     April          , A.D. 2015.

By:	/s/ Kelly D. Tlachac
	Kelly D. Tlachac, Authorized Person

EX-3.38

Exhibit 3.38

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

DYNEGY CONESVILLE, LLC

THIS Amended and Restated Certificate of Formation of Dynegy Conesville, LLC (the “LLC”), dated as of May     , 2015, has been duly executed and is being filed by the undersigned authorized person in accordance with the provisions of 6 Del. C. §18-208, to amend and restate the original Certificate of Formation of the LLC, which was filed on May 31, 2012 with the Secretary of State of the State of Delaware, as heretofore amended (the “Certificate”).  The original name of the LLC was DE Conesville, LLC.

The Certificate is hereby amended and restated in its entirety to read as follows:

1.             Name.  The name of the limited liability company is Dynegy Conesville, LLC.

2.             Registered Office.  The address of the registered office of the LLC in the State of Delaware is c/o Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

3.             Registered Agent.  The name and address of the registered agent for service of process on the LLC in the State of Delaware are Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the date first-above written.

By:	/s/ Kelly D. Tlachac
Name:	Kelly D. Tlachac
Authorized Person

EX-3.39

Exhibit 3.39

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

DYNEGY DICKS CREEK, LLC

THIS Amended and Restated Certificate of Formation of Dynegy Dicks Creek, LLC (the “LLC”), dated as of May     , 2015, has been duly executed and is being filed by the undersigned authorized person in accordance with the provisions of 6 Del. C. §18-208, to amend and restate the original Certificate of Formation of the LLC, which was filed on May 31, 2012 with the Secretary of State of the State of Delaware, as heretofore amended (the “Certificate”).  The original name of the LLC was DE Dicks Creek, LLC.

The Certificate is hereby amended and restated in its entirety to read as follows:

1.             Name.  The name of the limited liability company is Dynegy Dicks Creek, LLC.

2.             Registered Office.  The address of the registered office of the LLC in the State of Delaware is c/o Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

3.             Registered Agent.  The name and address of the registered agent for service of process on the LLC in the State of Delaware are Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the date first-above written.

By:	/s/ Kelly D. Tlachac
Name:	Kelly D. Tlachac
Authorized Person

EX-3.40

Exhibit 3.40

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EX-3.41

Exhibit 3.41

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF
DUKE ENERGY FAYETTE II, LLC

1.The name of the Limited Liability Company:  Duke Energy Fayette II, LLC

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

Article 1 is amended to show a change of name:  As amended the name of the limited liability company is DYNEGY FAYETTE II, LLC

Article 2 is amended to show a change of Registered Office and Registered Agent.  The Registered Office address of the limited liability company in the State of Delaware is changed to 1675 South State Street, Suite B, in the City of Dover, County of Kent 19901.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Capitol Services, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 2nd day of     April          , A.D. 2015.

By:	/s/ Kelly D. Tlachac
	Kelly D. Tlachac, Authorized Person

EX-3.42

Exhibit 3.42

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EX-3.43

Exhibit 3.43

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF
DUKE ENERGY HANGING ROCK II, LLC

1.The name of the Limited Liability Company:  Duke Energy Hanging Rock II, LLC

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

Article 1 is amended to show a change of name:As amended the name of the limited liability company is DYNEGY HANGING ROCK II, LLC

Article 2 is amended to show a change of Registered Office and Registered Agent.  The Registered Office address of the limited liability company in the State of Delaware is changed to 1675 South State Street, Suite B, in the City of Dover, County of Kent 19901.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Capitol Services, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 2nd day of     April          , A.D. 2015.

By:	/s/ Kelly D. Tlachac
	Kelly D. Tlachac, Authorized Person

EX-3.44

Exhibit 3.44

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

DYNEGY KILLEN, LLC

THIS Amended and Restated Certificate of Formation of Dynegy Killen, LLC (the “LLC”), dated as of May     , 2015, has been duly executed and is being filed by the undersigned authorized person in accordance with the provisions of 6 Del. C. §18-208, to amend and restate the original Certificate of Formation of the LLC, which was filed on May 31, 2012 with the Secretary of State of the State of Delaware, as heretofore amended (the “Certificate”).  The original name of the LLC was DE Killen, LLC.

The Certificate is hereby amended and restated in its entirety to read as follows:

1.             Name.  The name of the limited liability company is Dynegy Killen, LLC.

2.             Registered Office.  The address of the registered office of the LLC in the State of Delaware is c/o Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

3.             Registered Agent.  The name and address of the registered agent for service of process on the LLC in the State of Delaware are Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the date first-above written.

By:	/s/ Kelly D. Tlachac
Name:	Kelly D. Tlachac
Authorized Person

EX-3.45

Exhibit 3.45

EX-3.46

Exhibit 3.46

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF
DUKE ENERGY LEE II, LLC

1.The name of the Limited Liability Company:  Duke Energy Lee II, LLC

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

Article 1 is amended to show a change of name:As amended the name of the limited liability company is DYNEGY LEE II, LLC

Article 2 is amended to show a change of Registered Office and Registered Agent.  The Registered Office address of the limited liability company in the State of Delaware is changed to 1675 South State Street, Suite B, in the City of Dover, County of Kent 19901.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Capitol Services, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 2nd day of     April          , A.D. 2015.

By:	/s/ Kelly D. Tlachac
	Kelly D. Tlachac, Authorized Person

EX-3.47

Exhibit 3.47

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

DYNEGY MIAMI FORT, LLC

THIS Amended and Restated Certificate of Formation of Dynegy Miami Fort, LLC (the “LLC”), dated as of May     , 2015, has been duly executed and is being filed by the undersigned authorized person in accordance with the provisions of 6 Del. C. §18-208, to amend and restate the original Certificate of Formation of the LLC, which was filed on May 31, 2012 with the Secretary of State of the State of Delaware, as heretofore amended (the “Certificate”).  The original name of the LLC was DE Miami Fort, LLC.

The Certificate is hereby amended and restated in its entirety to read as follows:

1.             Name.  The name of the limited liability company is Dynegy Miami Fort, LLC.

2.             Registered Office.  The address of the registered office of the LLC in the State of Delaware is c/o Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

3.             Registered Agent.  The name and address of the registered agent for service of process on the LLC in the State of Delaware are Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the date first-above written.

By:	/s/ Kelly D. Tlachac
Name:	Kelly D. Tlachac
Authorized Person

EX-3.48

Exhibit 3.48

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

DYNEGY STUART, LLC

THIS Amended and Restated Certificate of Formation of Dynegy Stuart, LLC (the “LLC”), dated as of May     , 2015, has been duly executed and is being filed by the undersigned authorized person in accordance with the provisions of 6 Del. C. §18-208, to amend and restate the original Certificate of Formation of the LLC, which was filed on May 31, 2012 with the Secretary of State of the State of Delaware, as heretofore amended (the “Certificate”).  The original name of the LLC was DE Stuart, LLC.

The Certificate is hereby amended and restated in its entirety to read as follows:

1.Name.  The name of the limited liability company is Dynegy Stuart, LLC.

2.Registered Office.  The address of the registered office of the LLC in the State of Delaware is c/o Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

3.Registered Agent.  The name and address of the registered agent for service of process on the LLC in the State of Delaware are Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the date first-above written.

By:	/s/ Kelly D. Tlachac
Name:	Kelly D. Tlachac
Authorized Person

EX-3.49

Exhibit 3.49

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EX-3.50

Exhibit 3.50

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF
DUKE ENERGY WASHINGTON II, LLC

1.The name of the Limited Liability Company:  Duke Energy Washington II, LLC

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

Article 1 is amended to show a change of name:  As amended the name of the limited liability company is DYNEGY WASHINGTON II, LLC

Article 2 is amended to show a change of Registered Office and Registered Agent.  The Registered Office address of the limited liability company in the State of Delaware is changed to 1675 South State Street, Suite B, in the City of Dover, County of Kent 19901.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Capitol Services, Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 2nd day of     April          , A.D. 2015.

By:	/s/ Kelly D. Tlachac
	Kelly D. Tlachac, Authorized Person

EX-3.51

Exhibit 3.51

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

DYNEGY ZIMMER, LLC

THIS Amended and Restated Certificate of Formation of Dynegy Zimmer, LLC (the “LLC”), dated as of May     , 2015, has been duly executed and is being filed by the undersigned authorized person in accordance with the provisions of 6 Del. C. §18-208, to amend and restate the original Certificate of Formation of the LLC, which was filed on May 31, 2012 with the Secretary of State of the State of Delaware, as heretofore amended (the “Certificate”).  The original name of the LLC was DE Zimmer, LLC.

The Certificate is hereby amended and restated in its entirety to read as follows:

1.             Name.  The name of the limited liability company is Dynegy Zimmer, LLC.

2.             Registered Office.  The address of the registered office of the LLC in the State of Delaware is c/o Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

3.             Registered Agent.  The name and address of the registered agent for service of process on the LLC in the State of Delaware are Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the date first-above written.

By:	/s/ Kelly D. Tlachac
Name:	Kelly D. Tlachac
Authorized Person

EX-3.52

Exhibit 3.52

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

DYNEGY COAL GENERATION, LLC

THIS Amended and Restated Certificate of Formation of Dynegy Coal Generation, LLC (the “LLC”), dated as of May     , 2015, has been duly executed and is being filed by the undersigned authorized person in accordance with the provisions of 6 Del. C. §18-208, to amend and restate the original Certificate of Formation of the LLC, which was filed on May 31, 2012 with the Secretary of State of the State of Delaware, as heretofore amended (the “Certificate”).  The original name of the LLC was DECAM Coal Gen FinCo, LLC.

The Certificate is hereby amended and restated in its entirety to read as follows:

1.             Name.  The name of the limited liability company is Dynegy Coal Generation, LLC.

2.             Registered Office.  The address of the registered office of the LLC in the State of Delaware is c/o Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

3.             Registered Agent.  The name and address of the registered agent for service of process on the LLC in the State of Delaware are Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the date first-above written.

By:	/s/ Kelly D. Tlachac
Name:	Kelly D. Tlachac
Authorized Person

EX-3.53

Exhibit 3.53

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

DYNEGY GAS GENERATION, LLC

THIS Amended and Restated Certificate of Formation of Dynegy Gas Generation, LLC (the “LLC”), dated as of May     , 2015, has been duly executed and is being filed by the undersigned authorized person in accordance with the provisions of 6 Del. C. §18-208, to amend and restate the original Certificate of Formation of the LLC, which was filed on May 31, 2012 with the Secretary of State of the State of Delaware, as heretofore amended (the “Certificate”).  The original name of the LLC was DECAM Gas Gen FinCo, LLC.

The Certificate is hereby amended and restated in its entirety to read as follows:

1.             Name.  The name of the limited liability company is Dynegy Gas Generation, LLC.

2.             Registered Office.  The address of the registered office of the LLC in the State of Delaware is c/o Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

3.             Registered Agent.  The name and address of the registered agent for service of process on the LLC in the State of Delaware are Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the date first-above written.

By:	/s/ Kelly D. Tlachac
Name:	Kelly D. Tlachac
Authorized Person

EX-3.54

Exhibit 3.54

AMENDED AND RESTATED CERTIFICATE OF FORMATION

OF

DYNEGY GENERATION HOLDCO, LLC

THIS Amended and Restated Certificate of Formation of Dynegy Generation Holdco, LLC (the “LLC”), dated as of May     , 2015, has been duly executed and is being filed by the undersigned authorized person in accordance with the provisions of 6 Del. C. §18-208, to amend and restate the original Certificate of Formation of the LLC, which was filed on May 31, 2012 with the Secretary of State of the State of Delaware, as heretofore amended (the “Certificate”).  The original name of the LLC was DECAM Generation Holdco, LLC.

The Certificate is hereby amended and restated in its entirety to read as follows:

1.             Name.  The name of the limited liability company is Dynegy Generation Holdco, LLC.

2.             Registered Office.  The address of the registered office of the LLC in the State of Delaware is c/o Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

3.             Registered Agent.  The name and address of the registered agent for service of process on the LLC in the State of Delaware are Capitol Services, Inc., 1675 South State Street, Suite B, Dover, Kent County, Delaware 19901.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the date first-above written.

By:	/s/ Kelly D. Tlachac
Name:	Kelly D. Tlachac
Authorized Person

EX-3.55

Exhibit 3.55

FORM OF CERTIFICATE OF FORMATION

OF

[NAME OF ENTITY]

This Certificate of Formation of [Name of Entity] (the “Company”) has been duly executed and is being filed by an authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time.

1.Name.  The name of the limited liability company formed hereby is:

“[NAME OF ENTITY]”.

2.Registered Office.  The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, in the City of Dover, County of Kent, Delaware 19901.

3.Registered Agent.  The name and address of the Company’s registered agent for service of process on the Company in the State of Delaware is Capitol Services, Inc., 1675 South State Street, Suite B, in the City of Dover, County of Kent, Delaware 19901.

4.Effective Time.  This Certificate of Formation shall be effective upon its filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this     day of          ,           .

By:
Name:
	Authorized Person

EX-3.56

Exhibit 3.56

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EX-3.57

Exhibit 3.57

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

EQUIPOWER RESOURCES HOLDCO, LLC

Pursuant to Section 18-202 of the

Delaware Limited Liability Company Act

1.The name of the limited liability company is EquiPower Resources Holdco, LLC (the “Company”).

2.The Certificate of Formation of the Company is hereby amended to: (i) change the name of the Company to Dynegy Resources Holdco I, LLC, (ii) to change the address of the Company’s registered office in the State of Delaware to 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901, and (iii) to change the name of the Company’s registered agent to Capitol Services, Inc.

3.Accordingly, Article FIRST of the Certificate of Formation shall, as amended, read as follows:

“FIRST: The name of the limited liability company is Dynegy Resources Holdco I, LLC.”

4.Furthermore, Article SECOND of the Certificate of Formation shall, as amended, read as follows:

“SECOND: The address of its registered office in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.”

5.Finally, Article THIRD of the Certificate of Formation shall, as amended, read as follows:

“THIRD:  The name and address of its registered agent for service of process at such address is Capitol Services, Inc., 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.”

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Amendment this 1st day of April, 2015.

EQUIPOWER RESOURCES HOLDCO, LLC
By:	/s/ Kelly D. Tlachac
Name:	Kelly D. Tlachac
Title:	Authorized Person

EX-3.58

Exhibit 3.58

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EX-3.59

Exhibit 3.59

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

EQUIPOWER RESOURCES HOLDCO II, LLC

Pursuant to Section 18-202 of the

Delaware Limited Liability Company Act

1.The name of the limited liability company is EquiPower Resources Holdco II, LLC (the “Company”).

2.The Certificate of Formation of the Company is hereby amended to: (i) change the name of the Company to Dynegy Resources Holdco II, LLC, (ii) to change the address of the Company’s registered office in the State of Delaware to 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901, and (iii) to change the name of the Company’s registered agent to Capitol Services, Inc.

3.Accordingly, Article FIRST of the Certificate of Formation shall, as amended, read as follows:

“FIRST: The name of the limited liability company is Dynegy Resources Holdco II, LLC.”

4.Furthermore, Article SECOND of the Certificate of Formation shall, as amended, read as follows:

“SECOND: The address of its registered office in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.”

5.Finally, Article THIRD of the Certificate of Formation shall, as amended, read as follows:

“THIRD:  The name and address of its registered agent for service of process at such address is Capitol Services, Inc., 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.”

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Amendment this 1st day of April, 2015.

EQUIPOWER RESOURCES HOLDCO II, LLC
By:	/s/ Kelly D. Tlachac
Name:	Kelly D. Tlachac
Title:	Authorized Person

EX-3.60

Exhibit 3.60

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EX-3.61

Exhibit 3.61

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

EQUIPOWER RESOURCES HOLDINGS, LLC

Pursuant to Section 18-202 of the

Delaware Limited Liability Company Act

1.The name of the limited liability company is EquiPower Resources Holdings, LLC (the “Company”).

2.The Certificate of Formation of the Company is hereby amended to: (i) change the name of the Company to Dynegy Resources Generating Holdco, LLC, (ii) to change the address of the Company’s registered office in the State of Delaware to 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901, and (iii) to change the name of the Company’s registered agent to Capitol Services, Inc.

3.Accordingly, Article FIRST of the Certificate of Formation shall, as amended, read as follows:

“FIRST: The name of the limited liability company is Dynegy Resources Generating Holdco, LLC.”

4.Furthermore, Article SECOND of the Certificate of Formation shall, as amended, read as follows:

“SECOND: The address of its registered office in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.”

5.Finally, Article THIRD of the Certificate of Formation shall, as amended, read as follows:

“THIRD:  The name and address of its registered agent for service of process at such address is Capitol Services, Inc., 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.”

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Amendment this 1st day of April, 2015.

EQUIPOWER RESOURCES HOLDINGS, LLC
By:	/s/ Kelly D. Tlachac
Name:	Kelly D. Tlachac
Title:	Authorized Person

EX-3.62

Exhibit 3.62

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Exhibit 3.63

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Exhibit 3.64

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Exhibit 3.78

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EX-3.79

Exhibit 3.79

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

LAKE ROAD GENERATING COMPANY, L.P.

This Second Amendment to the Certificate of Limited Partnership of Lake Road Generating Company, L.P., a Delaware limited partnership, (the “Limited Partnership”) is being executed by the undersigned for the purpose of amending the Certificate of Limited Partnership of the Limited Partnership under the Delaware Revised Uniform Limited Partnership Act, Del. Code, Title 6, Section 17-101 et seq., as amended from time to time.

1.             The name of the limited partnership is “Lake Road Generating Company, L.P.”

2.             Article 2 of the Certificate of Limited Partnership (the “Certificate”) is hereby amended to read in its entirety as set forth below:

“2. The address of its registered agent in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901. The name of its registered agent at such address is Capitol Services, Inc.”

3.             Article 3 of the Certificate is hereby amended to read in its entirety as set forth below:

“3. The name and address of the General Partner is:

Lake Road Holdings GP, LLC

601 Travis Street, Suite 1400
Houston, Texas 77002”

4.             Except as amended hereby, all of the provisions of the Certificate shall continue in full force and effect.

	LAKE ROAD GENERATING COMPANY, L.P.
	By: Lake Road Holdings GP, LLC
	Its: General Partner
	By:	/s/ Heidi D. Lewis
	Name:	Heidi D. Lewis
	Title:	Vice President, Group General Counsel and Assistant Secretary
Dated: May 20, 2015

EX-3.80

Exhibit 3.80

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Exhibit 3.81

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Exhibit 3.82

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Exhibit 3.83

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Exhibit 3.84

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EX-3.85

Exhibit 3.85

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

EQUIPOWER RESOURCES MANAGEMENT, LLC

Pursuant to Section 18-202 of the

Delaware Limited Liability Company Act

1.The name of the limited liability company is EquiPower Resources Management, LLC (the “Company”).

2.The Certificate of Formation of the Company is hereby amended to: (i) change the name of the Company to Dynegy Resources Management, LLC, (ii) to change the address of the Company’s registered office in the State of Delaware to 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901, and (iii) to change the name of the Company’s registered agent to Capitol Services, Inc.

3.Accordingly, Article FIRST of the Certificate of Formation shall, as amended, read as follows:

“FIRST: The name of the limited liability company is Dynegy Resources Management, LLC.”

4.Furthermore, Article SECOND of the Certificate of Formation shall, as amended, read as follows:

“SECOND: The address of its registered office in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.”

5.Finally, Article THIRD of the Certificate of Formation shall, as amended, read as follows:

“THIRD:  The name and address of its registered agent for service of process at such address is Capitol Services, Inc., 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.”

IN WITNESS WHEREOF, the undersigned authorized person has executed this Certificate of Amendment this 1st day of April, 2015.

EQUIPOWER RESOURCES MANAGEMENT, LLC
By:	/s/ Kelly D. Tlachac
Name:	Kelly D. Tlachac
Title:	Authorized Person

EX-3.86

Exhibit 3.86

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Exhibit 3.87

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Exhibit 3.119

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Exhibit 3.120

EX-3.121

Exhibit 3.121

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EX-3.122

Exhibit 3.122

FORM OF CERTIFICATE OF AMENDMENT CHANGING ONLY
THE REGISTERED OFFICE AND REGISTERED AGENT

OF

[NAME OF ENTITY]

Pursuant to Section 18-202 of the

Delaware Limited Liability Company Act

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.             The name of the limited liability company is [Name of Entity].

2.             The registered office of the limited liability company in the State of Delaware is changed to 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901. The name of the registered agent at such address upon whom process against this limited liability company may be served is Capitol Services, Inc.

IN WITNESS WHEREOF, the undersigned, being an authorized individual of the limited liability company, has executed, signed, and acknowledged this Certificate of Amendment this        day of                           ,           .

Name:

Title: Authorized Person

EX-3.123

Exhibit 3.123

CERTIFICATE OF FORMATION

OF

DYNEGY RESOURCE HOLDINGS, LLC

This Certificate of Formation of DYNEGY RESOURCE HOLDINGS, LLC (the “Company”) has been duly executed and is being filed by an authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del C. § 18-101, et seq.), as amended from time to time.

1.Name.  The name of the limited liability company formed hereby is:

“DYNEGY RESOURCE HOLDINGS, LLC”.

2.Registered Office.  The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, in the City of Dover, County of Kent, Delaware 19901.

3.Registered Agent.  The name and address of the Company’s registered agent for service of process on the Company in the State of Delaware is Capitol Services, Inc. 1675 South State Street, Suite B, in the City of Dover, County of Kent, Delaware 19901.

4.Effective Time.  This Certificate of Formation shall be effective upon its filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 8th day of August, 2014.

By:	/s/Kelly D. Tlachac
Name:	Kelly D. Tlachac
	Authorized Person

EX-3.124

Exhibit 3.124

FORM OF AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[NAME OF ENTITY]

This Amended and Restated Limited Liability Company Operating Agreement (as amended or amended and restated from time to time, this “Agreement”) of [Name of Entity], a Virginia limited liability company (“Company”), is entered into by Tomcat Power, LLC, a Delaware limited liability company (the “Member”), as the sole equity member, as of April 1, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto which is incorporated herein by reference.

WHEREAS, the Company was formed as a corporation by the filing of Articles of Incorporation with the Clerk of the State Corporation Commission of the Commonwealth of Virginia on,                      , and was subsequently converted to a limited liability company pursuant the filing of Articles of Entity Conversion and the Articles of Organization with the Clerk of the State Corporation Commission of the Commonwealth of Virginia, each filed on August 21, 2013, and effective as of August 28, 2013;

WHEREAS, the Member is a party to the Operating Agreement of the Company, dated as of August 29, 2013 (the “Original LLC Agreement”);

WHEREAS, the Member desires to enter into this Agreement to govern the operation of the Company. The Agreement is effective as of the date first written above and supersedes and replaces entirely any and all agreements governing the operations of the Company and the rights and obligations of its Member.

NOW THEREFORE, the Member hereby agrees to amend, restate and replace the Original LLC Agreement in its entirety and to continue the Company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is [Name of Entity].

ARTICLE II
Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE III
Registered Office.

The address of the registered office of the Company in the Commonwealth of Virginia is 10 S Jefferson St., Ste. 1400, Roanoke, VA 24011.

ARTICLE IV

Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the Commonwealth of Virginia is Capitol Corporate Services, Inc., 10 S Jefferson St., Ste. 1400, Roanoke, VA 24011.

ARTICLE V

Members.

Section 5.01The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02The Member may act by written consent.

ARTICLE VI

Certificates.

Fred G. Wood, III, was designated as an “organizer” within the meaning of the Act , and has executed, delivered and filed the Articles of Organization of the Company with the State Corporation Commission of the Commonwealth of Virginia. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Articles of Organization as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the Commonwealth of Virginia.

ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

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ARTICLE IX

Management.

Section 9.01Member Managed. The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02Powers. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. The Member has the authority to bind the Company.

Section 9.03Officers. The Officers of the Company shall be designated by the Member. The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer. Any number of offices may be held by the same person. The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Member. Any vacancy occurring in any office of the Company shall be filled by the Member.

Section 9.04Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05Duties of Officers. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

ARTICLE X
Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

ARTICLE XI
Additional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company. The Member may, but shall not be required to, make contributions to the capital of the Company from time to time. No interest shall be paid on capital contributions made by any Member. No Member shall have any duty or obligation to anycreditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

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ARTICLE XII
Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII
Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 13.1-1035 of the Act.

ARTICLE XIV
Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Member. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

ARTICLE XV
Other Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE XVI
Exculpation and Indemnification.

Except as limited by applicable law and subject to the provisions of this ARTICLE XVI, any officer, director, employee, Member or Affiliate of a Member of the Company (each an “Indemnitee”) will not be liable for, and will be indemnified and held harmless by the Company against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason of its being an officer director, employee, Member or Affiliate of a Member of the Company, or by reason of its involvement in the management of the affairs of the Company, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred. Notwithstanding the foregoing, no Indemnitee will be held harmless or indemnified under this ARTICLE XVI for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of Indemnitee’s obligations under this Agreement, orbad faith of such Indemnitee. The rights of indemnification provided in this ARTICLE XVI are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter of law. Without limiting the foregoing, an Indemnitee will be entitled to indemnification by the

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Company against reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the Act or any other applicable statute.

ARTICLE XVII

Assignments.

The Member may assign its limited liability company interest in the Company. Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII
Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the Commonwealth of Virginia (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling. Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN AMENDED AND RESTATED LIMITED LIABILITY COMPANYOPERATING AGREEMENT OF [NAME OF ENTITY], DATED APRIL 1, 2015, AND EFFECTIVE AS OF APRIL 1, 2015 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST

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IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE COMMONWEALTH OF VIRGINIA AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIX
Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX

Dissolution.

Section 20.01The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the election of the Member to dissolve, or (ii) the entry of a decree of judicial dissolution under Section 13.1-1047 of the Act.

Section 20.02Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 20.03Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

Section 20.04In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 13.1-1049 of the Act.

Section 20.05The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in thisAgreement and (ii) the Articles of Organization shall have been canceled in the manner required by the Act.

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ARTICLE XXI
Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof. The interest of the Member in the Company is personal property.

ARTICLE XXII

Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

ARTICLE XXIII
Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Indemnitees) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

ARTICLE XXIV
Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV
Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI
Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

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ARTICLE XXVII
Governing Law.

This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

ARTICLE XXXI

Effectiveness.

This Agreement shall be effective as of the date of the date first written above.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amended and Restated Limited Liability Company Agreement as of the date set forth above.

MEMBER:
TOMCAT POWER, LLC
a Delaware limited liability company
By:
Name:
Title:	Authorized Signatory

9

SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Virginia Limited Liability Company Act (Va. Code § 13.1-1000 et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Amended and Restated Limited Liability Company Operating Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Articles of Organization” means the Articles of Organization of the Company filed with the Clerk of the State Corporation Commission of the Commonwealth of Virginia on August 21, 2013 and as may be amended or amended and restated from time to time.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Section 13.1-1002 of the Act.

“Company” means [Name of Entity], a Virginia limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting A-

10

2 securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Indemnitees” has the meaning set forth in ARTICLE XVI.

“Member” means Tomcat Power, LLC, a Delaware limited liability company, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction.

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision. The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

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SCHEDULE B

Member

Name	Mailing Address
Tomcat Power, LLC	601 Travis Street, Suite 1400 Houston, Texas 77002

12

EX-3.125

Exhibit 3.125

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

KINCAID GENERATION, L.L.C.

This Second Amended and Restated Limited Liability Company Operating Agreement (as amended or amended and restated from time to time, this “Agreement”) of Kincaid Generation, L.L.C., a Virginia limited liability company (“Company”), is entered into by Tomcat Power, LLC, a Delaware limited liability company (“Tomcat”), and Kincaid Holdings, LLC, a Virginia limited liability company (“Kincaid” and, together with Tomcat, the “Members”), as Members of the Company, as of April 1, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto which is incorporated herein by reference.

WHEREAS, the Company was formed as a corporation by the filing of Articles of Organization with the Clerk of the State Corporation Commission of the Commonwealth of Virginia on March 18, 1996;

WHEREAS, the Members are party to the Amended and Restated Operating Agreement of the Company, dated as of October 1, 2013 (the “Original Amended and Restated LLC Agreement”);

WHEREAS, the Members desire to enter into this Agreement to govern the operation of the Company. The Agreement is effective as of the date first written above and supersedes and replaces entirely any and all agreements governing the operations of the Company and the rights and obligations of its Members.

NOW THEREFORE, the Members hereby agree to amend, restate and replace the Original Amended and Restated LLC Agreement in its entirety and to continue the Company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is Kincaid Generation, L.L.C.

ARTICLE II
Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Members.

ARTICLE III
Registered Office.

The address of the registered office of the Company in the Commonwealth of Virginia is 10 S Jefferson St., Ste. 1400, Roanoke, VA 24011.

ARTICLE IV
Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the Commonwealth of Virginia is Capitol Corporate Services, Inc., 10 S Jefferson St., Ste. 1400, Roanoke, VA 24011.

ARTICLE V

Members.

Section 5.01Tomcat and Kincaid are the only members of the Company. Tomcat holds 1% of the issued and outstanding membership interests in the Company. Kincaid holds 99% of the issued and outstanding membership interests in the Company.

Section 5.02The mailing addresses of the Members are set forth on Schedule B attached hereto.

Section 5.03The Members may act by written consent.

ARTICLE VI

Certificates.

The Articles of Organization of the Company were executed, delivered and filed with the State Corporation Commission of the Commonwealth of Virginia by an “organizer” within the meaning of the Act. Tomcat or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Articles of Organization as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the Commonwealth of Virginia.

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ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

ARTICLE IX

Management.

Section 9.01Manager Managed. The management, control and operation of the Company and its investment and other activities shall be vested exclusively in Tomcat (acting directly or through its duly appointed agents. Without limiting Section 9.02 hereof or any other right or power granted to Tomcat in this Agreement, Tomcat shall have all of the rights and powers of a “manager” under the Act.

Section 9.02Powers. Tomcat shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Tomcat has the authority to bind the Company.

Section 9.03Officers. The Officers of the Company shall be designated by Tomcat. The additional or successor Officers of the Company shall be chosen by Tomcat and shall consist of at least a President, a Vice President, Secretary and Treasurer. Any number of offices may be held by the same person. Tomcat may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by Tomcat. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by Tomcat. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by Tomcat. Any vacancy occurring in any office of the Company shall be filled by Tomcat.

Section 9.04Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of Tomcat not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05Duties of Officers. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

ARTICLE X
Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Members nor any Officer shall be obligated

3

personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

ARTICLE XI
Additional Contributions.

The Members have not and shall not at any time be required to make any capital contributions to the Company. The Members may, but shall not be required to, make contributions to the capital of the Company from time to time. No interest shall be paid on capital contributions made by any Member. No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

ARTICLE XII

Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated pro rata based on each Member’s percentage membership interest in the Company.

ARTICLE XIII

Distributions.

Distributions shall be made to the Members at the times and in the aggregate amounts determined by Tomcat. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of its interest in the Company if such distribution would violate Section 13.1-1035 of the Act.

ARTICLE XIV
Books and Records.

Tomcat shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by Tomcat. The Company’s books of account shall be kept using the method of accounting determined by Tomcat. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by Tomcat.

ARTICLE XV
Other Business.

The Members and any Affiliate of a Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

4

ARTICLE XVI
Exculpation and Indemnification.

Except as limited by applicable law and subject to the provisions of this ARTICLE XVI, any officer, director, employee, Member or Affiliate of a Member of the Company (each an “Indemnitee”) will not be liable for, and will be indemnified and held harmless by the Company against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason of its being an officer director, employee, Member or Affiliate of a Member of the Company, or by reason of its involvement in the management of the affairs of the Company, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred. Notwithstanding the foregoing, no Indemnitee will be held harmless or indemnified under this ARTICLE XVI for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of Indemnitee’s obligations under this Agreement, or bad faith of such Indemnitee. The rights of indemnification provided in this ARTICLE XVI are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter of law. Without limiting the foregoing, an Indemnitee will be entitled to indemnification by the Company against reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the Act or any other applicable statute.

ARTICLE XVII

Assignments.

A Member may assign its limited liability company interest in the Company. Subject to ARTICLE XIX, if a Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII

Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the Commonwealth of Virginia (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association onFebruary 14, 1995. The limited liability

5

company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling. Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF KINCAID GENERATION, L.L.C., DATED APRIL 1, 2015, AND EFFECTIVE AS OF APRIL 1, 2015 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE COMMONWEALTH OF VIRGINIA AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIX
Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Members.

ARTICLE XX

Dissolution.

Section 20.01The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the election of the Member to dissolve, or (ii) the entry of a decree of judicial dissolution under Section 13.1-1047 of the Act.

Section 20.02Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member or any additional member shall not cause such Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

6

Section 20.03Notwithstanding any other provision of this Agreement, each of the Members and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of a Member, or any additional member, or the occurrence of an event that causes a Member, or any additional member to cease to be a member of the Company.

Section 20.04In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 13.1-1049 of the Act.

Section 20.05The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Articles of Organization shall have been canceled in the manner required by the Act.

ARTICLE XXI
Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Members and any additional member admitted to the Company hereby irrevocably waive any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Members shall not have any interest in any specific assets of the Company, and the Members shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof. The interests of the Members in the Company are personal property.

ARTICLE XXII
Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

ARTICLE XXIII
Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of a Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Indemnitees) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

ARTICLE XXIV
Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any

7

existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV
Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI
Binding Agreement.

Notwithstanding any other provision of this Agreement, the Members agree that this Agreement constitutes a legal, valid and binding agreement of the Members, and is enforceable against the Members in accordance with its terms.

ARTICLE XXVII
Governing Law.

This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Members.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of a Member, to such Member at itsaddress as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

8

ARTICLE XXXI

Effectiveness.

This Agreement shall be effective as of the date of the date first written above.

9

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Second Amended and Restated Limited Liability Company Agreement as of the date set forth above.

MEMBER:
TOMCAT POWER, LLC
a Delaware limited liability company
By:	/s/ Heidi D. Lewis
Name:	Heidi D. Lewis
Title:	Vice President, Group General Counsel and Assistant Secretary
MEMBER:
KINCAID HOLDINGS, LLC
a Virginia limited liability company
By:	/s/ Heidi D. Lewis
Name:	Heidi D. Lewis
Title:	Vice President, Group General Counsel and Assistant Secretary

10

SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Virginia Limited Liability Company Act (Va. Code § 13.1-1000 et seq.), as in effect the date hereof and as amended from time to time..

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Second Amended and Restated Limited Liability Company Operating Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Articles of Organization” means the Articles of Organization of the Company filed with the Clerk of the State Corporation Commission of the Commonwealth of Virginia on March 18, 1996 and as may be amended or amended and restated from time to time.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Section 13.1-1002 of the Act.

“Company” means Kincaid Generation, L.L.C., a Virginia limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting A-

11

2 securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Indemnitees” has the meaning set forth in ARTICLE XVI.

“Members” means, collectively, Tomcat Power, LLC, a Delaware limited liability company, and Kincaid Holdings, LLC, a Virginia limited liability company, as members of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction.

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision. The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

12

SCHEDULE B

Members

Name	Mailing Address
Tomcat Power, LLC	601 Travis Street, Suite 1400 Houston, Texas 77002
Kincaid Holdings, LLC	601 Travis Street, Suite 1400 Houston, Texas 77002

13

EX-3.126

Exhibit 3.126

SECOND AMENDED AND RESTATED

PARTNERSHIP AGREEMENT

OF

MASSPOWER

This Second Amended and Restated Partnership Agreement (as amended or amended and restated from time to time, this “Agreement”) of MASSPOWER is entered into by Masspower Partners I, LLC, a Delaware limited liability company (“Partners I”), and Masspower Partners II, LLC, a Delaware limited liability company (the “Managing Partner” and, together with Partners I, the “Partners”), as of April 1, 2015.

WHEREAS, Partners I and the Managing Partner were parties to that certain Amended and Restated Joint Venture Agreement, dated August 14, 1991, as amended by Amendment No. 1 to Amended and Restated Joint Venture Agreement, dated December 28, 2005, pursuant to which Partners I and the Managing Partner conducted business as a general partnership in the Commonwealth of Massachusetts (the “Partnership”);

WHEREAS, Partners I and the Managing Partner are party to the Amended and Restated Partnership Agreement of the Partnership, dated as of May 20, 2010 (the “Amended and Restated Partnership Agreement”);

WHEREAS, Partners I and the Managing Partner desire to enter into this Agreement to govern the operation of the Partnership. The Agreement is effective as of the date first written above and supersedes and replaces entirely any and all agreements governing the operations of the Partnership and the rights and obligations of its Partners.

NOW THEREFORE, the Partners hereby agree to amend, restate and replace the Amended and Restated Partnership Agreement in its entirety and to continue the Partnership as a general partnership in the Commonwealth of Massachusetts pursuant to the Massachusetts General Laws upon the following terms and conditions:

Article I
Name and Place of Business

1.Name. The name of the Partnership shall be MASSPOWER.

2.Principal Place of Business. The principal place of business of the Partnership shall be at 750 Worcester Street, Indian Orchard, MA 01151 and such other localities within or without the Commonwealth of Massachusetts as may be determined from time to time by the Managing Partner.

Article II
Purposes of the Business

1.Purpose. The Partnership may engage in all business which a partnership may engage in under the laws of the Commonwealth of Massachusetts.

Article III
Capital Contributions, Accounts, and Withdrawals

1.Capital Accounts. An individual capital account shall be maintained for each Partner. The accounts and records maintained by the Managing Partner from time to time shall be binding upon the Partners absent manifest error.

2.Capital Contributions. Except by unanimous agreement of Partners I and the Managing Partner, or upon dissolution, the capital contributions of Partners I and the Managing Partner shall not be subject to withdrawal. No Partner shall be required to make any additional capital contributions to the Partnership without the consent and approval of all of the Partners.

3.Tax Treatment. It is intended that the Partnership shall be a disregarded entity for federal, state, and local income tax purposes.

Article IV
Profits and Losses

1.The net profits or net losses of the Partnership shall be distributable or chargeable, as the case may be, in the following proportions:

The Managing Partner:	1%
Partners I:	99%

2.Individual income accounts shall be maintained for Partners I and the Managing Partner. Profits and losses shall be credited or debited to the individual income accounts as soon as practicable after the close of each fiscal year.

3.If there be no balance in the individual income accounts, net losses shall be debited to the individual capital accounts. If the capital account of a Partner shall have been depleted by the debiting of losses under this paragraph, future profits of that partner shall not be credited to its income account until the depletion shall have been made good but shall be credited to its capital account. After the depletion in its capital account shall have been made good, its share of the profit thereafter shall be credited to its income account.

Article V
Management; Board of Managers; Officers

1.Managing Partner. Sole management and control of the business and affairs of the Partnership shall be vested in the Managing Partner unless otherwise delegated to the Board of Managers or any officer as described herein. The Managing Partner shall not be entitled to any compensation in connection with its management services hereunder, but reasonable expenditures

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incurred by the Managing Partner on behalf of the Partnership shall be reimbursed by the Partnership.

2.Board of Managers. The Partners hereby vest all authority for the management and control of the business and affairs of the Partnership in a committee appointed by the Partners (the “Board of Managers”). Except as set forth herein or as may be inconsistent with the partnership laws of the Commonwealth of Massachusetts, the Board of Managers shall be vested with all of the powers and authorities of a Board of Directors under the General Corporation Law of the State of Delaware as if the Partnership were a corporation subject to such corporate law. Each Partner by signing this Agreement hereby designates the following persons to serve on the initial Board of Managers until their removal or the designation of their successors:

Robert C. Flexon
Clint C. Freeland

The authorized number of members of the Board of Managers (each a “Manager” and, collectively, the “Managers”) shall be at least two (2), subject to any increase or decrease in accordance with the following paragraph. All decisions and actions of the Board of Managers shall be made or taken by a majority vote of the Managers then serving at the time of such decision or action, and the Board of Managers may decide or act by meetings or by written consent of a majority of the Managers.

The authorized number of Managers may be increased or decreased by a vote of the Partners at any time in their sole and absolute discretion, upon notice to all Managers. A Manager may be removed at any time, with or without cause, by a vote of the Partners, delivered to the Partnership, demanding such removal and designating the person (if any) who shall fill the position of the removed Manager.

3.Officers. The Officers of the Partnership shall be designated by the Managing Partner. The additional or successor Officers of the Partnership shall be chosen by the Managing Partner and shall consist of at least a President, a Vice President, Secretary and Treasurer. Any number of offices may be held by the same person. The Managing Partner may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Managing Partner. The salaries of all Officers and agents of the Partnership shall be fixed by or in the manner prescribed by the Managing Partner. The Officers of the Partnership shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Managing Partner. Any vacancy occurring in any office of the Partnership shall be filled by the Managing Partner.

The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Managing Partner not inconsistent with this Agreement, are agents of the Partnership for the purpose of the Partnership’s business and the actions of the Officers taken in accordance with such powers shall bind the Partnership.

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Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

Article VI
Voluntary Dissolution

1.The Partnership shall continue until dissolved by agreement of Partners I and the Managing Partner. Upon any such voluntary dissolution by agreement, the affairs of the Partnership shall be liquidated forthwith. The assets of the Partnership shall first be used to pay or provide for all debts of the Partnership. Thereafter, all monies in the income accounts of the Partners I and the Managing Partner and all amounts due for unreimbursed expenses of the Managing Partner shall be paid to Partners I and the Managing Partner respectively entitled thereto. Then the remaining assets shall be divided according to the proportionate interests of Partners I and the Managing Partner on the basis of their respective capital accounts as they stood upon the date of such dissolution after crediting or debiting to them the net profit or net loss accrued or incurred, as the case may be, from the date of the last accounting to the date of dissolution.

Article VII
Miscellaneous

1.Bank Accounts. The Partnership shall maintain a bank account or bank accounts in such bank or banks as may be determined by the Managing Partner.

2.Books and Records. Proper and complete books of account shall be kept at all times by the Managing Partner and shall be open to inspection by Partners I or its accredited representatives at any reasonable time during business hours.

3.Further Actions. The Partners covenant and agree that they will execute any further instruments and that they will perform any acts which are or may become necessary to effectuate and to carry on the Partnership created by this Agreement.

4.Partnership Agreement. This Agreement supersedes the Amended and Restated Partnership Agreement and the Amended and Restated Partnership Agreement shall be of no further force and effect.

5.Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Partnership Agreement as of the date set forth above.

PARTNER:
MASSPOWER PARTNERS I, LLC
a Delaware limited liability company
By:	/s/	Heidi D. Lewis
Name:		Heidi D. Lewis
Title:		Vice President, Group General Counsel and  Assistant Secretary
PARTNER:
MASSPOWER PARTNERS II, LLC
a Delaware limited liability company
By:	/s/	Heidi D. Lewis
Name:		Heidi D. Lewis
Title:		Vice President, Group General Counsel and  Assistant Secretary

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EX-3.127

Exhibit 3.127

THIRD AMENDED & RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC

This Amended & Restated Limited Liability Company Operating Agreement (together with the schedules attached hereto, this “Agreement”) of Dynegy Commercial Asset Management, LLC, an Ohio limited liability company (“Company”), is entered into by Dynegy Resource I, LLC, a Delaware limited liability company (the “Member”), as the sole equity member, and effective as of April 10, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

WHEREAS, the Company was originally incorporated as an Ohio corporation by the filing of the Articles of Incorporation with the Secretary of the State of Ohio on December 5, 2000, under the name Cinergy Power Investments, Inc., as amended and restated October 12, 2010 to reflect a change in the name of the Company to Duke Energy Commercial Asset Management, Inc. and converted from an Ohio corporation into a limited liability company under the name Duke Energy Commercial Asset Management, LLC by the filing of a Certificate for Conversion with the Secretary of State of the State of Ohio on April 24, 2014;

WHEREAS, the name of the Company was previously Duke Energy Commercial Asset Management, LLC;

WHEREAS, the Company filed a Form 543A with the Secretary of State of the State of Ohio and has received such appropriate evidence of name change from the Secretary of State of the State of Ohio to reflect a change in the name of the Company to Dynegy Commercial Asset Management, LLC;

WHEREAS, the Member has agreed to be bound by the terms and conditions of and is party to that certain Second Limited Liability Company Operating Agreement of the Company, dated as of April 2, 2015, as further amended and restated from time to time (the “Second Amended and Restated LLC Agreement”); and

WHEREAS, the Member desires for the Second Amended and Restated LLC Agreement to be amended and restated as stated herein.  This Agreement is effective as of the date first written above and supersedes and replaces entirely any and all prior agreements governing the operations of the Company and the rights and obligations of its Member.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend, restate and replace the Second Amended and Restated LLC Agreement in its entirety and to continue the Company as a limited liability company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is Dynegy Commercial Asset Management, LLC.

ARTICLE II
Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE III
Registered Office.

The address of the registered office of the Company in the State of Ohio is 4568 Mayfield Rd, Suite 204, Cleveland, Ohio  44121.

ARTICLE IV
Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Ohio is Capitol Corporate Services, Inc., 4568 Mayfield Rd, Suite 204, Cleveland, Ohio  44121.

ARTICLE V

Members.

Section 5.01  The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02  The Member may act by written consent.

ARTICLE VI

Certificates.

The Certificate of Conversion was filed with the Secretary of State of Ohio on April 24, 2014 by an “authorized person” within the meaning of the Act, and the Member hereby ratifies and approves such filing.  The Member shall use its commercially reasonable efforts to cause amendments to the Certificate of Formation to be executed and filed whenever required by the Act.

The Member shall use its commercially reasonable efforts to take such other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Ohio.

The Member shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts

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business in which such qualification, formation or registration is required or desirable.  The Member shall cause the Company to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Ohio.

ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

ARTICLE IX

Management.

Section 9.01  Member Managed.  The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02  Powers.  The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise.  The Member has the authority to bind the Company.

Section 9.03  Officers.  The Officers of the Company shall be designated by the Member.  The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer.  Any number of offices may be held by the same person.  The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member.  The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member.  The Officers of the Company shall hold office until their successors are chosen and qualified.  Any Officer may be removed at any time, with or without cause, by the Member.  Any vacancy occurring in any office of the Company shall be filled by the Member.

Section 9.04  Officers as Agents.  The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

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Section 9.05  Duties of Officers.  Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Ohio.

ARTICLE X
Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

ARTICLE XI
Additional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company.  The Member may, but shall not be required to, make contributions to the capital of the Company from time to time.  No interest shall be paid on capital contributions made by any Member.  No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

ARTICLE XII
Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII

Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate applicable law.

ARTICLE XIV
Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business.  The books of the Company shall at all times be maintained by the Member.  The Company’s books of account shall be kept using the method of accounting determined by the Member.  The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

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ARTICLE XV
Other Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity.  The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE XVI
Exculpation and Indemnification.

Section 16.01  To the fullest extent permitted by law, neither the Member nor any Officer, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Section 16.02  To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this ARTICLE XVI by the Company shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Section 16.03  To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this ARTICLE XVI.

Section 16.04  A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

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Section 16.05  To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person.  The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

Section 16.06  The foregoing provisions of this ARTICLE XVI shall survive any termination of this Agreement.

ARTICLE XVII

Assignments.

The Member may assign its limited liability company interest in the Company.  Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.  Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company.  Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII

Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Ohio (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.  The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines.  The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8.  Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling.  Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates may be issued to an additional Member only upon the admission of such additional Member

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pursuant to this Agreement.  Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF DYNEGY COMMERCIAL ASSET MANGEMENT, LLC, DATED APRIL 10, 2015, AND EFFECTIVE AS OF APRIL 10, 2015 (THE “AGREEMENT”).  THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF OHIO AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.  THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIX
Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX

Dissolution.

Section 20.01  The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 1705.47 of the Act.  Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated

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the continued membership of the last remaining member of the Company or the Member in the Company.

Section 20.02  Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 20.03  Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

Section 20.04  In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 1705.46 of the Act.

Section 20.05  The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) a Certificate of Dissolution shall have been filed in the manner required by the Act.

ARTICLE XXI
Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company.  The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof.  The interest of the Member in the Company is personal property.

ARTICLE XXII
Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

ARTICLE XXIII
Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be

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deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

ARTICLE XXIV
Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV
Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI
Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

ARTICLE XXVII
Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Ohio (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

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ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

ARTICLE XXXI

Effectiveness.

This Agreement shall be effective as of the date of the date first written above.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date set forth above.

MEMBER:
DYNEGY RESOURCE I, LLC,
a Delaware limited liability company
By:	/s/	Heidi D. Lewis
Name:		Heidi D. Lewis
Title:		Vice President, Group General Counsel and  Assistant Secretary

SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Ohio Revised Code (Ohio Rev. Code Chapter 1705, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.  The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Articles of Incorporation of the Company filed with the Secretary of State of the State of Ohio on December 5, 2000, as amended and restated October 12, 2010 and as further amended by the filing of a Certificate for Conversion with the Secretary of State of the State of Ohio on April 24, 2014, and as may be further amended and restated from time to time.

“Company” means Dynegy Commercial Asset Management, LLC, an Ohio limited liability company.

A-1

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings.  Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Covered Persons” has the meaning set forth in Section 16.01.

“Member” means Dynegy Resource I, LLC, a Delaware limited liability company, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms.  The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.”  The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision.  The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement.  All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

A-2

SCHEDULE B

Member

Name	Mailing Address
Dynegy Resource I, LLC	601 Travis Street, Suite 1400 Houston, Texas 77002

B-1

EX-3.128

Exhibit 3.128

FORM OF AMENDED AND RESTATED BYLAWS

OF

[NAME OF ENTITY]

ARTICLE I
OFFICES

Section 1.The registered office of [NAME OF ENTITY] (the “Corporation”) shall be in the City of Dover, County of Kent, State of Delaware.

Section 2.The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2.The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting directors shall be elected and any other proper business may be transacted.

Section 3.A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not

be present or represented at any meeting of the stockholders, a majority of the voting stock represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

Section 4.When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, or the Certificate of Incorporation, or these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 5.At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation on the record date set by the Board of Directors as provided in Article V, Section 6 hereof. All elections shall be had and all questions decided by a plurality vote.

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Section 6.Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 7.Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting via mail, facsimile or email. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

Section 8.The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in

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the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 9.Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III
DIRECTORS

Section 1.The number of directors which shall constitute the whole Board shall be not less than one (1) and not more than nine (9). The exact number of directors shall be determined by resolution of the Board, and the initial number of directors shall be two (2). The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

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Section 2.Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner replaced by a vote of the shareholders. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.The property and business of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 4.The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.

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Section 5.Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.

Section 6.Special meetings of the Board of Directors may be called by the Chairman of the Board or the President or any two members of the Board of Directors on twenty-four hours’ notice to each director, either personally or by mail, email or facsimile.

Section 7.At all meetings of the Board of Directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum. At any meeting, a director shall have the right to be accompanied by counsel provided that such counsel shall agree to any confidentiality restrictions reasonably imposed by the Corporation.

Section 8.Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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Section 9.Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 10.The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide,

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no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

Section 11.Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12.Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 13.Except as limited by applicable law and subject to the provisions of this Article III, Section 13, any officer, director, employee, stockholder or affiliate of a stockholder of the Corporation (each an “Indemnitee”) will not be liable for, and will be indemnified and held harmless by the Corporation against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason of its being an officer director, employee, stockholder or affiliate of a stockholder of the Corporation, or by reason of its involvement in the management of the affairs of the Corporation, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred. Notwithstanding the foregoing, no Indemnitee will be held harmless or indemnified under this Article III, Section 13 for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing

8

or reckless breach of Indemnitee’s obligations to the Corporation, or bad faith of such Indemnitee. The rights of indemnification provided in this Article III, Section 13 are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter of law. Without limiting the foregoing, an Indemnitee will be entitled to indemnification by the Corporation against reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the Act or any other applicable statute.

ARTICLE IV
OFFICERS

Section 1.The officers of this corporation shall be chosen by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, such other officers as are desired, including a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide.

Section 2.The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

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Section 3.The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 4.The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 5.Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

Section 6.President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the stockholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall be an ex-officio member of all committees and shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer

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of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 7.Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors.

Section 8.Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws.

He shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

Section 9.Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in

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the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 10.Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 11.Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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ARTICLE V
CERTIFICATES OF STOCK

Section 1.Upon the request by any holder of stock of the Corporation, such holder will be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation, certifying the number of shares represented by the certificate owned by such stockholder in the Corporation.

Section 2.Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 3.If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating,

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optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 4.The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.Upon surrender to the Corporation, or the transfer agent of the Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its book.

Section 6.In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than

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sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 7.The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

ARTICLE VI
GENERAL PROVISIONS

Section 1.Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 2.Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.

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Section 3.All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 4.The fiscal year of the Corporation shall be the calendar year.

Section 5.Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid if by mail, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, facsimile or email.

Section 6.Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 7.The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

ARTICLE VII
AMENDMENTS

Section 1.These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the

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stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

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EX-3.129

Exhibit 3.129

AMENDED AND RESTATED

BY-LAWS

OF

EQUIPOWER RESOURCES CORP.

As effective on January 20, 2011

AMENDED AND RESTATED

BY-LAWS

OF

EQUIPOWER RESOURCES CORP.

PREAMBLE

These By-Laws are subject to, and governed by, the General Corporation Law of the State of Delaware (the “DGCL”) and the certificate of incorporation of EquiPower Resources Corp., a Delaware corporation (the “Corporation”) then in effect (the “Certificate”).  In the event of a direct conflict between the provisions of these By-Laws and the mandatory provisions of the DGCL or the provisions of the Certificate, such provisions of the DGCL or the Certificate, as the case may be, will be controlling.

I.

OFFICES

The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware and the name and address of its registered agent is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, County of New Castle, Delaware, 19801.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.

II.

STOCKHOLDERS

Section 2.1.Time and Place of Meetings and Annual Meetings.  All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as shall be designated by the Board of Directors.  In the absence of any such designation by the Board of Directors, each such meeting shall be held at the principal office of the Corporation.  An annual meeting of stockholders shall be held for the purpose of electing directors and transacting such other business as may properly be brought before the meeting.  The date of the annual meeting shall be determined by the Board of Directors.

Section 2.2.Time and Place of Meetings.  Unless otherwise prescribed by law or by the Certificate, special meetings of stockholders, for any purpose or purposes, may be called at the request in writing of stockholders holding fifty percent (50%) of the common stock, par value $0.01 per share, of the Corporation (the “Common Stock”) issued and outstanding and entitled to vote generally in the election of directors pursuant to the Certificate.  Such request shall state the purpose of the proposed meeting.

All special meetings of the stockholders shall be held at such place, within or without the State of Delaware, as shall be designated by the Board of Directors.  In the absence of any such designation by the Board of Directors, each such meeting shall be held at the principal office of the Corporation.

Section 2.3.Notice of Meetings.  Written notice of each meeting of the stockholders stating the place, date and time of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.  The notice of any special meeting of stockholders shall state the purpose or purposes for which the meeting is called.

Section 2.4.Quorum.  The holders of a majority of the Common Stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law.  If a quorum is not present or represented, the holders of the stock present in person or represented by proxy at the meeting and entitled to vote thereat shall have power, by the affirmative vote of the holders of a majority of such stock, to adjourn the meeting to another time and/or place, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.5.Voting.  Unless otherwise required by law, the Certificate or these By- Laws, any question brought before any meeting of stockholders shall be decided by a majority of votes cast by holders of the stock represented and entitled to vote thereon, unless the question is one upon which, by express provision of law or of the Certificate, a different vote is required, in which case such express provision shall govern and control the decision of such question.  Such votes may be cast in person or by proxy but no proxy shall be voted on or after one year from its date, unless such proxy provides for a longer period.  The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting be cast by written ballot.

Section 2.6.Informal Action By Stockholders.  Any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 2.7.List of Stockholders Entitled to Vote.  The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 2.8.Stock Ledger.  The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

III.

DIRECTORS

Section 3.1.General Powers.  The business and affairs of the Corporation shall be managed and controlled by or under the direction of a Board of Directors, which may exercise all such powers of

the Corporation and do all such lawful acts and things as are not by law or by the Certificate or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 3.2.Number and Election of Directors.  The Board of Directors shall consist of at least one (1), and no more than fifteen (15) members.  Except as provided in Section 3.3 of this Article, directors shall be elected by a plurality of the votes cast at annual meetings of stockholders, and each director so elected shall hold office until the next annual meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal.  Any director may resign at any time upon notice to the Corporation.  Directors need not be stockholders.

Section 3.3.Vacancies.  Except as provided in the Certificate, vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the Directors then in office though less than a quorum, and each Director so chosen shall hold office until his successor is duly elected and qualified or until his earlier resignation or removal.  If there are no Directors in office, then an election of Directors may be held in the manner provided by law.

Section 3.4.Place of Meetings.  The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.

Section 3.5.Regular Meetings.  The Board of Directors shall hold a regular meeting, to be known as the annual meeting, immediately following each annual meeting of the stockholders.  Other regular meetings of the Board of Directors shall be held at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 3.6.Notice of Meetings.  Notice of any regular or special meeting of directors shall be given to each director by the Secretary or by the directors calling the meeting.  The notices of all meetings shall state the place, date, hour and purpose(s) of the meeting.  Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone or (ii) by sending a telegram, facsimile or email, or delivering written notice by hand, to his last known business or home address in each case at least two (2) days in advance of either a regular meeting or a special meeting.

Section 3.7.Special Meetings.  Special meetings of the Board of Directors may be called by any director or the President.

Section 3.8.Quorum.  Except as may be otherwise specifically provided by law, the Certificate or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.9.Organization.  The Chairman of the Board, if elected, shall act as chairman at all meetings of the Board of Directors.  If a Chairman of the Board is not elected or, if elected, is not present, the President, or if the President is not present, a director chosen by a majority of the directors present, shall act as chairman at meetings of the Board of Directors.

Section 3.10.Action without Meeting.  Unless otherwise restricted by the Certificate or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 3.11.Attendance by Telephone.  Unless otherwise restricted by the Certificate or these By-Laws, members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.12.Removal.  Except as otherwise provided in the Certificate, any one or more or all of the directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 3.13.Compensation of Directors.  Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine.  No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary corporations or any of its stockholders in any other capacity and receiving compensation for such service.

IV.

OFFICERS

Section 4.1.Enumeration.  The officers of the Corporation shall be chosen by the Board of Directors and may include a Chairman of the Board, a President, a Secretary and a Treasurer.  The Board of Directors may also elect one or more Vice Chairmen, one or more Senior or other Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem appropriate.  Any number of offices may be held by the same person.  The officers of the Corporation need not be stockholders of the Corporation and, except in the case of the Chairman of the Board or any Vice Chairmen of the Board, need not be directors of the Corporation.

Section 4.2.Term of Office.  The officers of the Corporation shall hold office until their successors are duly elected and qualified; provided that any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.  Any vacancy occurring in any office of the Corporation required by this Article shall be filled by the Board of Directors, and any vacancy in any other office may be filled by the Board of Directors.  Each successor shall hold office for the unexpired term of his predecessor and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

Section 4.3.Chairman of the Board.  The Chairman of the Board, if any, when elected, shall have general supervision, direction and control of the business and affairs of the Corporation, subject to the control of the Board of Directors, shall preside at meetings of stockholders and shall have such other functions, authority and duties as customarily appertain to the Chairman of the Board of a business corporation or as may be prescribed by the Board of Directors.  During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President.  The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws.

Section 4.4.President.  The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.  In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors.  If there be no Chairman of the Board of Directors, the President shall be the Chief Executive Officer of the Corporation.

The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

Section 4.5.Vice President.  At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe.  If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 4.6.Secretary.  The Secretary shall keep a record of all proceedings of the stockholders of the Corporation and of the Board of Directors, and shall perform like duties for the standing committees when required.  The Secretary shall give, or cause to be given, notice, if any, of all meetings of the stockholders and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board or the President.  The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or in the absence of the Secretary any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary or an Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest such affixing of the seal.  The Secretary shall also keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder, sign with the President, or Vice President, certificates for shares of the Corporation, the issuance of which shall be authorized by resolution of the Board of Directors, and have general charge of the stock transfer books of the Corporation,

Section 4.7.Assistant Secretary.  The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the President or the Secretary.

Section 4.8.Treasurer.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation.  The Treasurer shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the President.

Section 4.9.Assistant Treasurer.  The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the President or the Treasurer.

Section 4.10.Other Officers.  The President or Board of Directors may appoint other officers and agents for any group, division or department into which this Corporation may be divided by the Board of Directors, with titles as the President or Board of Directors may from time to time deem appropriate.  All such officers and agents shall receive such compensation, have such tenure and exercise such authority as the President or Board of Directors may specify.  All appointments made by the President hereunder and all the terms and conditions thereof must be reported to the Board of Directors.

In no case shall an officer or agent of any one group, division or department have authority to bind another group, division or department of the Company or to bind the Corporation except as to the business and affairs of the group, division or department of which he or she is an officer or agent.

Section 4.11.Salaries.  The salaries of the elected officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

Section 4.12.Voting Securities Held by the Corporation.  Unless otherwise provided by the Board of Directors, powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incidental to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present.  The Board of Directors, may, by resolution, from time to time confer like powers upon any other person or persons.

V.

CERTIFICATES OF STOCK

Section 5.1.Form.  The shares of the Corporation shall be represented by certificates.  Certificates of stock in the Corporation, if any, shall be signed by or in the name of the Corporation by the Chairman of the Board or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation.  Where a certificate is countersigned by a transfer agent, other than the Corporation or an employee of the Corporation, or by a registrar, the signatures of the Chairman of the Board, the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary may be facsimiles.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were such officer, transfer agent or registrar at the date of its issue.  This provision shall not be amended, and no such purported amendment to this provision shall be effective until all outstanding certificates have been surrendered for cancellation.

Section 5.2.Transfer.  Except as otherwise established by rules or regulations adopted by the Board of Directors, upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation to the person entitled thereto, cancel the old certificate and record the transaction on its books.

Section 5.3.Replacement.  In case of the loss, destruction or theft of a certificate for any stock of the Corporation, a new certificate of stock or uncertificated shares in place of any certificate

therefor issued by the Corporation may be issued upon satisfactory proof of such loss, destruction or theft and upon such terms as the Board of Directors may prescribe.  The Board of Directors may in its discretion require the owner of the lost, destroyed or stolen certificate, or his legal representative, to give the Corporation a bond, in such sum and in such form and with such surety or sureties as it may direct, to indemnify the Corporation against any claim that may be made against it with respect to a certificate alleged to have been lost, destroyed or stolen.

Section 5.4.Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held.  The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.  The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.

Section 5.5.Beneficial Owners.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.  The Corporation shall not be required to register any transfer of shares made in violation of any agreement among a stockholder or investor in the Corporation and the Corporation, or recognize as a holder of any such shares any transferee in such a violative transaction.

VI.

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1.Indemnity. (a) The Corporation shall indemnify, subject to the requirements of subsection (d) of this Section, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a

presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b)The Corporation shall indemnify, subject to the requirements of subsection (d) of this Section, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

(c)To the extent that a director, officer, employee or agent of the Corporation, or a person serving in any other enterprise at the request of the Corporation, has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section, or in defense of any claim, issue or matter therein, the Corporation shall indemnify him against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(d)Any indemnification under subsections (a) and (b) of this Section (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors, or (3) by independent legal counsel in a written opinion, or (4) by the stockholders.

(e)Expenses incurred by a director, officer, employee or agent in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section.

(f)The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section shall not limit the Corporation from providing any other indemnification or advancement of expenses permitted by law nor shall it be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

(g)The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any

such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section.

(h)The indemnification and advancement of expenses provided by, or granted pursuant to, this Section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(i)For the purposes of this Section, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(j)This Section shall be construed to give the Corporation the broadest power permissible by the DGCL, as it now stands and as heretofore amended.

(k)Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

Section 6.2.Subrogation.  Any director, officer, employee or agent of the Corporation entitled to indemnification, advancement of expenses and/or insurance, in each case pursuant to this Article VI, and that is an officer, employee, partner or advisor of Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP, Energy Capital Partners II (EquiPower Co-Invest), LP or their affiliates (collectively “ECP” and each such person, an “ECP Indemnitee”), may have certain rights to indemnification, advancement of expenses and/or insurance provided by or on behalf of ECP and/or their affiliates (collectively, the “Fund Indemnitors”).  Notwithstanding anything to the contrary in these By-Laws or otherwise: (i) the Corporation is the indemnitor of first resort (i.e., the Corporation’s obligations to each ECP Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by each ECP Indemnitee are secondary), (ii) the Corporation will be required to advance the full amount of expenses incurred by each ECP Indemnitee and will be liable for the full amount of all liabilities, expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by this Article VI, without regard to any rights each ECP Indemnitee may have against the Fund Indemnitors, and (iii) the Corporation irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof.  Notwithstanding anything to the contrary in these By-Laws or otherwise, no advancement or payment by the Fund Indemnitors on behalf of an ECP Indemnitee with respect to any claim for which such ECP Indemnitee has sought indemnification or advancement of expenses from the Corporation will affect the foregoing and the Fund Indemnitors will have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such ECP Indemnitee against the Corporation.  The Fund Indemnitors are express third party beneficiaries of the terms of this Article VI.

VII.

GENERAL PROVISIONS

Section 7.1.Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.2.Corporate Seal.  The Board of Directors may provide a corporate seal which shall be in such form as may be approved from time to time by the Board of Directors.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.  Notwithstanding the foregoing, no seal shall be required by virtue of this Section 7.2.

Section 7.3.Notices.  Whenever written notice is required by law, the Certificate or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Written notice may also be given personally or by telegram, facsimile or email.

Section 7.4.Waiver of Notice.  Whenever any notice is required to be given under law or the provisions of the Certificate or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

Section 7.5.Resignations and Removals.  Any director or any officer, whenever elected or appointed, may resign at any time by serving written notice of such resignation on the President or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the President or Secretary.  No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.  Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the Corporation.

Section 7.6.Disbursements.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 7.7.Transaction with Interested Parties.  No contract or transaction between the Corporation and one or more of the directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the directors or officers are directors, officers or employees, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee of the Board of Directors which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:

(a)The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;

(b)The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c)The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee of the Board of Directors, or the stockholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

VIII.

AMENDMENTS

These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the Board of Directors.  The fact that the power to amend, alter, repeal or adopt the By-Laws has been conferred upon the Board of Directors shall not divest the stockholders of the same powers.

IX.

SUBJECT TO CERTIFICATE

These By-Laws and the provisions hereof are subject to the terms and conditions of the Certificate (including any certificates of designations filed thereunder), and in the event of any conflict between these By-Laws and the Certificate, the Certificate shall control.

[Remainder of Page Intentionally Left Blank]

THIS IS TO CERTIFY:

That I am the duly elected, qualified and acting Secretary of EquiPower Resources Corp. and that the foregoing Amended and Restated By-Laws were adopted as the By-Laws of the Corporation as of January 20, 2011, by the Board of Directors.

Dated:  January 20, 2011
	/s/ Donna Poresky
	Donna Poresky
	Secretary

EX-3.130

Exhibit 3.130

THIRD AMENDED & RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
DYNEGY ENERGY SERVICES (EAST), LLC

This Amended & Restated Limited Liability Company Operating Agreement (together with the schedules attached hereto, this “Agreement”) of Dynegy Energy Services (East), LLC, a Delaware limited liability company (“Company”), is entered into by Dynegy Energy Services, LLC, a Delaware limited liability company (the “Member”), as the sole equity member, and effective as of April 2, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

WHEREAS, the Company was formed by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on December 9, 2003, under the name Cinergy Retail Sales, LLC, as amended April 3, 2006 to reflect a change in the name of the Company to Duke Energy Retail Sales, LLC;

WHEREAS, the Certificate of Formation was amended on April 2, 2015 to (i) reflect a change in the name of the Company to Dynegy Energy Services (East), LLC; and (ii) reflect a change in the Registered Agent and Registered Office of the Company;

WHEREAS, pursuant to that certain Distribution and Contribution Agreement, dated April 2, 2015, the Member became the holder of 100% of the membership interests of the Company;

WHEREAS, the Member has agreed to be bound by the terms and conditions of and is party to that certain Second Limited Liability Company Operating Agreement of the Company, dated as of April 2, 2015, as further amended and restated from time to time (the “Second Amended and Restated LLC Agreement”); and

WHEREAS, the Member desires for the Second Amended and Restated LLC Agreement to be amended and restated as stated herein.  This Agreement is effective as of the date first written above and supersedes and replaces entirely any and all prior agreements governing the operations of the Company and the rights and obligations of its Member.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend, restate and replace the Second Amended and Restated LLC Agreement in its entirety and to continue the Company as a limited liability company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is Dynegy Energy Services (East), LLC.

ARTICLE II

Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE III

Registered Office.

The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE IV

Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Capitol Services, Inc, 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE V

Members.

Section 5.01  The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02  The Member may act by written consent.

ARTICLE VI

Certificates.

The Certificate of Formation was filed with the Secretary of State of Delaware on December 9, 2003 by an “authorized person” within the meaning of the Act, and the Member hereby ratifies and approves such filing.  The Member shall use its commercially reasonable efforts to cause amendments to the Certificate of Formation to be executed and filed whenever required by the Act.

The Member shall use its commercially reasonable efforts to take such other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Delaware.

The Member shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business in which such qualification, formation or registration is required or desirable.  The Member shall cause the Company to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

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The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

ARTICLE IX

Management.

Section 9.01  Member Managed.  The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02  Powers.  The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise.  The Member has the authority to bind the Company.

Section 9.03  Officers.  The Officers of the Company shall be designated by the Member.  The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer.  Any number of offices may be held by the same person.  The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member.  The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member.  The Officers of the Company shall hold office until their successors are chosen and qualified.  Any Officer may be removed at any time, with or without cause, by the Member.  Any vacancy occurring in any office of the Company shall be filled by the Member.

Section 9.04  Officers as Agents.  The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05  Duties of Officers.  Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

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ARTICLE X

Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

ARTICLE XI

Additional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company.  The Member may, but shall not be required to, make contributions to the capital of the Company from time to time.  No interest shall be paid on capital contributions made by any Member.  No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

ARTICLE XII

Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII

Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act.

ARTICLE XIV
Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business.  The books of the Company shall at all times be maintained by the Member.  The Company’s books of account shall be kept using the method of accounting determined by the Member.  The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

ARTICLE XV

Other Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

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ARTICLE XVI

Exculpation and Indemnification.

Section 16.01  To the fullest extent permitted by law, neither the Member nor any Officer, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Section 16.02  To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this ARTICLE XVI by the Company shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Section 16.03  To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this ARTICLE XVI.

Section 16.04  A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

Section 16.05  To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person.  The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

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Section 16.06  The foregoing provisions of this ARTICLE XVI shall survive any termination of this Agreement.

ARTICLE XVII

Assignments.

The Member may assign its limited liability company interest in the Company.  Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.  Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company.  Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII

Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.  The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines.  The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8.  Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling.  Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement.  Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF DYNEGY ENERGY SERVICES (EAST), LLC, DATED APRIL 2, 2015, AND EFFECTIVE AS OF APRIL 2, 2015 (THE “AGREEMENT”).  THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM

6

COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.  THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIX

Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX

Dissolution.

Section 20.01  The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.  Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.

Section 20.02  Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 20.03  Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve

7

the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

Section 20.04  In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 20.05  The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

ARTICLE XXI

Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company.  The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof.  The interest of the Member in the Company is personal property.

ARTICLE XXII

Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

ARTICLE XXIII

Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

ARTICLE XXIV

Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any

8

existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV

Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI

Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

ARTICLE XXVII

Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

9

ARTICLE XXXI

Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date of the date first written above.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date set forth above.

MEMBER:
DYNEGY ENERGY SERVICES, LLC,
a Delaware limited liability company
By:	/s/ Heidi D. Lewis
Name:	Heidi D. Lewis
Title:	Vice President, Group General Counsel and Assistant Secretary

SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.  The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on December 9, 2003 and as may be amended or amended and restated from time to time.

“Company” means Dynegy Energy Services (East), LLC, a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting

A-1

securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings.  Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Covered Persons” has the meaning set forth in Section 16.01.

“Member” means Dynegy Energy Services, LLC, a Delaware limited liability company, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms.  The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.”  The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision.  The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement.  All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

A-2

SCHEDULE B

Member

Name	Mailing Address
Dynegy Energy Services, LLC	601 Travis Street, Suite 1400 Houston, Texas 77002

B-1

EX-3.131

Exhibit 3.131

THIRD AMENDED & RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
DYNEGY GENERATION HOLDCO, LLC

This Amended & Restated Limited Liability Company Operating Agreement (together with the schedules attached hereto, this “Agreement”) of Dynegy Generation Holdco, LLC, a Delaware limited liability company (“Company”), is entered into by Dynegy Commercial Asset Management, LLC, an Ohio limited liability company (the “Member”), as the sole equity member, and effective as of April 10, 2015.  Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

WHEREAS, the Company was formed by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on May 31, 2012, under the name DECAM Generation HoldCo, LLC;

WHEREAS, the Certificate of Formation was amended on April 2, 2015 to: (i) reflect a change in the name of the Company to Dynegy Generation Holdco, LLC and (ii) reflect a change in the Registered Agent and Registered Office of the Company;

WHEREAS, the Certificate of Formation of the Member was amended on April 6, 2015 and effective as of April 2, 2015 to: (i) reflect a change in the name of the Member to Dynegy Commercial Asset Management, LLC and (ii) reflect a change in the Registered Agent and Registered Office of the Member;

WHEREAS, the Member has agreed to be bound by the terms and conditions of and is party to the Second Amended and Restated LLC Operating Agreement of the Company, dated as of April 2, 2015, as further amended and restated from time to time (the “Second Amended and Restated LLC Agreement”); and

WHEREAS, the Member desires for the Second Amended and Restated LLC Agreement to be amended and restated as stated herein.  This Agreement is effective as of the date first written above and supersedes and replaces entirely any and all prior agreements governing the operations of the Company and the rights and obligations of its Member.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend, restate and replace the Original LLC Agreement in its entirety and to continue the Company as a limited liability company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is Dynegy Generation Holdco, LLC.

ARTICLE II

Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE III

Registered Office.

The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE IV

Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Capitol Services, Inc, 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE V

Members.

Section 5.01  The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02  The Member may act by written consent.

ARTICLE VI

Certificates.

The Certificate of Formation was filed with the Secretary of State of Delaware on May 31, 2012 by an “authorized person” within the meaning of the Act, and the Member hereby ratifies and approves such filing.  The Member shall use its commercially reasonable efforts to cause amendments to the Certificate of Formation to be executed and filed whenever required by the Act.

The Member shall use its commercially reasonable efforts to take such other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Delaware.

The Member shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business in which such qualification, formation or registration is required or desirable.  The Member shall cause the Company to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

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The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

ARTICLE IX

Management.

Section 9.01  Member Managed.  The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02  Powers.  The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise.  The Member has the authority to bind the Company.

Section 9.03  Officers.  The Officers of the Company shall be designated by the Member.  The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer.  Any number of offices may be held by the same person.  The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member.  The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member.  The Officers of the Company shall hold office until their successors are chosen and qualified.  Any Officer may be removed at any time, with or without cause, by the Member.  Any vacancy occurring in any office of the Company shall be filled by the Member.

Section 9.04  Officers as Agents.  The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05  Duties of Officers.  Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

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ARTICLE X

Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

ARTICLE XI

Additional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company.  The Member may, but shall not be required to, make contributions to the capital of the Company from time to time.  No interest shall be paid on capital contributions made by any Member.  No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

ARTICLE XII

Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII

Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act.

ARTICLE XIV

Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business.  The books of the Company shall at all times be maintained by the Member.  The Company’s books of account shall be kept using the method of accounting determined by the Member.  The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

ARTICLE XV

Other Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

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ARTICLE XVI

Exculpation and Indemnification.

Section 16.01  To the fullest extent permitted by law, neither the Member nor any Officer, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Section 16.02  To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this ARTICLE XVI by the Company shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Section 16.03  To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this ARTICLE XVI.

Section 16.04  A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

Section 16.05  To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person.  The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

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Section 16.06  The foregoing provisions of this ARTICLE XVI shall survive any termination of this Agreement.

ARTICLE XVII

Assignments.

The Member may assign its limited liability company interest in the Company.  Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.  Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company.  Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII

Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.  The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines.  The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8.  Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling.  Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement.  Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF DYNEGY GENERATION HOLDCO, LLC, DATED APRIL 10, 2015, AND EFFECTIVE AS OF APRIL 10, 2015 (THE “AGREEMENT”).  THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE

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UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.  THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIX

Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX

Dissolution.

Section 20.01  The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.  Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.

Section 20.02  Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 20.03  Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve

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the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

Section 20.04  In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 20.05  The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

ARTICLE XXI

Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company.  The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof.  The interest of the Member in the Company is personal property.

ARTICLE XXII

Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

ARTICLE XXIII

Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

ARTICLE XXIV

Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any

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existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV

Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI

Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

ARTICLE XXVII

Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

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ARTICLE XXXI

Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date of the date first written above.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date set forth above.

MEMBER:
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC,
an Ohio limited liability company
By:	/s/ Heidi D. Lewis
Name:	Heidi D. Lewis
Title:	Vice President, Group General Counsel and Assistant Secretary

SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.  The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on May 31, 2012 and as may be amended or amended and restated from time to time.

“Company” means Dynegy Generation Holdco, LLC, a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting

A-1

securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings.  Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Covered Persons” has the meaning set forth in Section 16.01.

“Member” means Dynegy Commercial Asset Management, LLC, an Ohio limited liability company, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms.  The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.”  The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision.  The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement.  All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

A-2

SCHEDULE B

Member

Name	Mailing Address
Dynegy Commercial Asset Management, LLC	601 Travis Street, Suite 1400 Houston, Texas 77002

B-1

EX-3.132

Exhibit 3.132

FORM OF SECOND AMENDED & RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
[NAME OF ENTITY]

This Amended & Restated Limited Liability Company Operating Agreement (together with the schedules attached hereto, this “Agreement”) of [Name of Entity], a Delaware limited liability company (“Company”), is entered into by [Name of Entity], formerly known as [Name of Entity], a Delaware limited liability company (the “Member”), as the sole equity member, and effective as of April 2, 2015.  Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

WHEREAS, the Company was formed by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on                     , under the name                       ;

WHEREAS, the Certificate of Formation was amended on April 2, 2015 to: (i) reflect a change in the name of the Company to                        and (ii) reflect a change in the Registered Agent and Registered Office of the Company;

WHEREAS, the Member is party to the LLC Operating Agreement of the Company, dated as of                   , as amended and restated July 14, 2014 (the “Original LLC Agreement”); and

WHEREAS, the Member desires for the Original LLC Agreement to be amended and restated as stated herein.  This Agreement is effective as of the date first written above and supersedes and replaces entirely any and all prior agreements governing the operations of the Company and the rights and obligations of its Member.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend, restate and replace the Original LLC Agreement in its entirety and to continue the Company as a limited liability company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is [Name of Entity].

ARTICLE II

Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE III
Registered Office.

The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE IV
Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Capitol Services, Inc, 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE V

Members.

Section 5.01  The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02  The Member may act by written consent.

ARTICLE VI

Certificates.

The Certificate of Formation was filed with the Secretary of State of Delaware on                      by an “authorized person” within the meaning of the Act, and the Member hereby ratifies and approves such filing.  The Member shall use its commercially reasonable efforts to cause amendments to the Certificate of Formation to be executed and filed whenever required by the Act.

The Member shall use its commercially reasonable efforts to take such other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Delaware.

The Member shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business in which such qualification, formation or registration is required or desirable.  The Member shall cause the Company to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

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ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

ARTICLE IX

Management.

Section 9.01  Member Managed.  The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02  Powers.  The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise.  The Member has the authority to bind the Company.

Section 9.03  Officers.  The Officers of the Company shall be designated by the Member.  The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer.  Any number of offices may be held by the same person.  The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member.  The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member.  The Officers of the Company shall hold office until their successors are chosen and qualified.  Any Officer may be removed at any time, with or without cause, by the Member.  Any vacancy occurring in any office of the Company shall be filled by the Member.

Section 9.04  Officers as Agents.  The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05  Duties of Officers.  Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

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ARTICLE X
Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

ARTICLE XI
Additional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company.  The Member may, but shall not be required to, make contributions to the capital of the Company from time to time.  No interest shall be paid on capital contributions made by any Member.  No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

ARTICLE XII
Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII

Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act.

ARTICLE XIV
Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business.  The books of the Company shall at all times be maintained by the Member.  The Company’s books of account shall be kept using the method of accounting determined by the Member.  The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

ARTICLE XV
Other Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity.

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The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE XVI
Exculpation and Indemnification.

Section 16.01  To the fullest extent permitted by law, neither the Member nor any Officer, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Section 16.02  To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this ARTICLE XVI by the Company shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Section 16.03  To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this ARTICLE XVI.

Section 16.04  A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

Section 16.05  To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered

5

Person.  The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

Section 16.06  The foregoing provisions of this ARTICLE XVI shall survive any termination of this Agreement.

ARTICLE XVII

Assignments.

The Member may assign its limited liability company interest in the Company.  Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.  Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company.  Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII

Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.  The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines.  The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8.  Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling.  Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement.  Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF [NAME OF ENTITY], DATED

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APRIL 2, 2015, AND EFFECTIVE AS OF APRIL 2, 2015 (THE “AGREEMENT”).  THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.  THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIX
Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX

Dissolution.

Section 20.01  The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.  Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.

Section 20.02  Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a

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member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 20.03  Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

Section 20.04  In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 20.05  The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

ARTICLE XXI
Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company.  The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof.  The interest of the Member in the Company is personal property.

ARTICLE XXII
Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

ARTICLE XXIII
Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

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ARTICLE XXIV
Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV
Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI
Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

ARTICLE XXVII
Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its

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address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

ARTICLE XXXI

Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date of the date first written above.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date set forth above.

MEMBER:
		,
a Delaware limited liability company
By:
Name:
Title:	Authorized Signatory

SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.  The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on                    and as may be amended or amended and restated from time to time.

“Company” means [Name of Entity], a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting

A-1

securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings.  Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Covered Persons” has the meaning set forth in Section 16.01.

“Member” means                             , a Delaware limited liability company, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms.  The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.”  The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision.  The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement.  All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

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SCHEDULE B

Member

Name	Mailing Address
______________________	601 Travis Street, Suite 1400 Houston, Texas 77002

B-1

EX-3.133

Exhibit 3.133

FORM OF AMENDED & RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
[NAME OF ENTITY]

This Amended & Restated Limited Liability Company Operating Agreement (together with the schedules attached hereto, this “Agreement”) of [Name of Entity], a Delaware limited liability company (“Company”), is entered into by Dynegy Generation Holdco, LLC, formerly known as DECAM Generation HoldCo, LLC, a Delaware limited liability company (the “Member”), as the sole equity member, and effective as of April 2, 2015.  Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

WHEREAS, the Company was formed by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on May 31, 2012, under the name                         ;

WHEREAS, the Certificate of Formation was amended on April 2, 2015 to: (i) reflect a change in the name of the Company to [Name of Entity] and (ii) reflect a change in the Registered Agent and Registered Office of the Company;

WHEREAS, the Member is party to the LLC Operating Agreement of the Company, dated as of May 31, 2012 (the “Original LLC Agreement”); and

WHEREAS, the Member desires for the Original LLC Agreement to be amended and restated as stated herein.  This Agreement is effective as of the date first written above and supersedes and replaces entirely any and all prior agreements governing the operations of the Company and the rights and obligations of its Member.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend, restate and replace the Original LLC Agreement in its entirety and to continue the Company as a limited liability company under the Act upon the following terms and conditions:

ARTICLE I
Name.

The name of the limited liability company hereby is [Name of Entity].

ARTICLE II
Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE III
Registered Office.

The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE IV
Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Capitol Services, Inc, 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE V
Members.

Section 5.01  The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02  The Member may act by written consent.

ARTICLE VI
Certificates.

The Certificate of Formation was filed with the Secretary of State of Delaware on May 31, 2012 by an “authorized person” within the meaning of the Act, and the Member hereby ratifies and approves such filing.  The Member shall use its commercially reasonable efforts to cause amendments to the Certificate of Formation to be executed and filed whenever required by the Act.

The Member shall use its commercially reasonable efforts to take such other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Delaware.

The Member shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business in which such qualification, formation or registration is required or desirable.  The Member shall cause the Company to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

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ARTICLE VII
Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

ARTICLE VIII
Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

ARTICLE IX
Management.

Section 9.01  Member Managed.  The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02  Powers.  The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise.  The Member has the authority to bind the Company.

Section 9.03  Officers.  The Officers of the Company shall be designated by the Member.  The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer.  Any number of offices may be held by the same person.  The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member.  The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member.  The Officers of the Company shall hold office until their successors are chosen and qualified.  Any Officer may be removed at any time, with or without cause, by the Member.  Any vacancy occurring in any office of the Company shall be filled by the Member.

Section 9.04  Officers as Agents.  The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05  Duties of Officers.  Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

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ARTICLE X
Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

ARTICLE XI
Additional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company.  The Member may, but shall not be required to, make contributions to the capital of the Company from time to time.  No interest shall be paid on capital contributions made by any Member.  No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

ARTICLE XII
Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII
Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act.

ARTICLE XIV
Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business.  The books of the Company shall at all times be maintained by the Member.  The Company’s books of account shall be kept using the method of accounting determined by the Member.  The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

ARTICLE XV
Other Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

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ARTICLE XVI
Exculpation and Indemnification.

Section 16.01  To the fullest extent permitted by law, neither the Member nor any Officer, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Section 16.02  To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this ARTICLE XVI by the Company shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Section 16.03  To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this ARTICLE XVI.

Section 16.04  A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

Section 16.05  To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person.  The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

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Section 16.06  The foregoing provisions of this ARTICLE XVI shall survive any termination of this Agreement.

ARTICLE XVII
Assignments.

The Member may assign its limited liability company interest in the Company.  Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.  Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company.  Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII
Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.  The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines.  The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8.  Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling.  Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement.  Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF [NAME OF ENTITY], DATED APRIL 2, 2015, AND EFFECTIVE AS OF APRIL 2, 2015 (THE “AGREEMENT”).  THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.  THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

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ARTICLE XIX
Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX
Dissolution.

Section 20.01  The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.  Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.

Section 20.02  Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 20.03  Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

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Section 20.04  In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 20.05  The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

ARTICLE XXI
Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company.  The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof.  The interest of the Member in the Company is personal property.

ARTICLE XXII
Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

ARTICLE XXIII
Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

ARTICLE XXIV
Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

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ARTICLE XXV
Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI
Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

ARTICLE XXVII
Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII
Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX
Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

ARTICLE XXX
Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

ARTICLE XXXI
Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date of the date first written above.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date set forth above.

MEMBER:
DYNEGY GENERATION HOLDCO, LLC,
a Delaware limited liability company
By:
Name:
Title:	Authorized Signatory

SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.  The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on May 31, 2012 and as may be amended or amended and restated from time to time.

“Company” means [Name of Entity], a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise.

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“Controlling” and “Controlled” shall have correlative meanings.  Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Covered Persons” has the meaning set forth in Section 16.01.

“Member” means Dynegy Generation Holdco, LLC, a Delaware limited liability company, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms.  The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.”  The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision.  The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement.  All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

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SCHEDULE B

Member

Name	Mailing Address
Dynegy Generation Holdco, LLC	601 Travis Street, Suite 1400 Houston, Texas 77002

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EX-3.134

Exhibit 3.134

FORM OF LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
[NAME OF ENTITY]

This Limited Liability Company Operating Agreement (together with the schedules attached hereto, this “Agreement”) of [Name of Entity], a Delaware limited liability company (“Company”), is entered into by                           , a Delaware corporation (the “Member”) as the sole equity member, as of                       .  Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

WHEREAS, the Company was formed by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on                         ;

WHEREAS, the Member desires to enter into this Agreement to govern the operation of the Company.

The Member hereby agrees as follows:

ARTICLE I

Name.

The name of the limited liability company hereby is [Name of Entity].

ARTICLE IIPrincipal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE IIIRegistered Office.

The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, County of Kent, Dover, Delaware 19901.

ARTICLE IV
Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Capitol Services, Inc, 1675 South State Street, Suite B, County of Kent, Dover, Delaware 19901.

ARTICLE V

Members.

Section 5.01The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02The Member may act by written consent.

ARTICLE VI

Certificates.

was designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware.  Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the

designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act.  The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

ARTICLE IX

Management.

Section 9.01Member Managed.  The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02Powers.  The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise.  The Member has the authority to bind the Company.

Section 9.03Officers.  The Officers of the Company shall be designated by the Member.  The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer.  Any number of offices may be held by the same person.  The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member.  The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member.  The Officers of the Company shall hold office until their successors are chosen and qualified.  Any Officer may be removed at any time, with or without cause, by the Member.  Any vacancy occurring in any office of the Company shall be filled by the Member.  The Officers of the Company designated by the Member are listed on Schedule C hereto.

Section 9.04Officers as Agents.  The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05Duties of Officers.  Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

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ARTICLE X
Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

ARTICLE XIAdditional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company.  The Member may, but shall not be required to, make contributions to the capital of the Company from time to time.  No interest shall be paid on capital contributions made by any Member.  No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

ARTICLE XIIAllocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII

Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act.

ARTICLE XIVBooks and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business.  The books of the Company shall at all times be maintained by the Member.  The Company’s books of account shall be kept using the method of accounting determined by the Member.  The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

ARTICLE XVOther Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity.  The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE XVIExculpation and Indemnification.

Section 16.01To the fullest extent permitted by law, neither the Member nor any Officer, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other Person that is a party to

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or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

Section 16.02To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this ARTICLE XVI by the Company shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

Section 16.03To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this ARTICLE XVI.

Section 16.04A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

Section 16.05To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person.  The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

Section 16.06The foregoing provisions of this ARTICLE XVI shall survive any termination of this Agreement.

ARTICLE XVII

Assignments.

The Member may assign its limited liability company interest in the Company.  Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement.  Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company.  Notwithstanding

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anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIIIMembership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.  The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”) and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines.  The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8.  Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling.  Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement.  Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF [NAME OF ENTITY] DATED                         , AND EFFECTIVE AS OF                        (THE “AGREEMENT”).  THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995.  THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIXAdmission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX

Dissolution.

Section 20.01The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution

5

in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 18- 802 of the Act.  Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.

Section 20.02Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 20.03Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

Section 20.04In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 20.05The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

ARTICLE XXIWaiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company.  The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof.  The interest of the Member in the Company is personal property.

ARTICLE XXII
Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

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ARTICLE XXIIIBenefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

ARTICLE XXIVSeverability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXVEntire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVIBinding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

ARTICLE XXVIIGoverning Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its address as listed on Schedule

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B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

ARTICLE XXXI

Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date of the date first written above.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date set forth above.

MEMBER:
, a Delaware Corporation
By:
Name:
Title:	Authorized Signatory

SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.  The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on                          and as may be amended or amended and restated from time to time.

“Company” means [Name of Entity], a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings.  Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Covered Persons” has the meaning set forth in Section 16.01.

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“Member” means                          , a Delaware corporation, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms.  The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof’ and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision.  The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement.  All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

A-2

SCHEDULE B

Member

Name	Mailing Address
_________________________	601 Travis Street, Suite 1400 Houston, Texas 77002

B-1

SCHEDULE C

OFFICERS

Title	Officer
Robert C. Flexon	President and Chief Executive Officer
Clint C. Freeland	Executive Vice President and Chief Financial Officer
Carolyn J. Burke	Executive Vice President and Chief Administrative Officer
Mario Alonso	Executive Vice President, Strategic Development
Catherine B. Callaway	Executive Vice President, General Counsel and Chief Compliance Officer
Henry D. Jones	Executive Vice President and Chief Commercial Officer
J. Clinton Walden	Vice President, Chief Accounting Officer
Christopher Robinson	Vice President and Treasurer
Julius Cox	Vice President - Human Resources and Business Services
James Horsch	Vice President - Internal Audit
John Phil Williamson	Vice President, Tax
Mathew J. Parker	Vice President and Chief Risk Officer
Rocco Ivanovich	Vice President - Information Technology
Jeff Coyle	Vice President - Operations Support
Martin W. Daley	Vice President, Gas
Daniel P. Thompson	Vice President, Coal
Shannon L. Brown	Vice President, Asset Manager - Coal
Alan R. Padgett	Vice President - GasCo Asset Management
Sheree Petrone	Vice President - Retail
Heidi D. Lewis	Vice President, Group General Counsel and Assistant Secretary
David Sladic	Vice President and Group General Counsel
Kelly D. Tlachac	Secretary
Siddharth Manjeshwar	Assistant Treasurer
Kimberly Peck	Assistant Treasurer

C-1

EX-3.135

Exhibit 3.135

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

DYNEGY RESOURCES HOLDCO I, LLC

This Amended and Restated Limited Liability Company Operating Agreement (as may be amended or amended and restated from time to time, this “Agreement”) of Dynegy Resources Holdco I, LLC (f/k/a EquiPower Resources Holdco, LLC), a Delaware limited liability company (“Company”), is entered into by EquiPower Resources Corp., a Delaware corporation (the “Member”), as the sole equity member, as of April 1, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto which is incorporated herein by reference.

WHEREAS, the Company was formed by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on March 18, 2011 under the name EquiPower Resources Holdco, LLC, as amended April 1, 2015 to reflect a change in the name to Dynegy Resources Holdco I, LLC;

WHEREAS, the Member is a party to the Limited Liability Company Agreement of the Company, dated as of March 31, 2011 (the “Original LLC Agreement”);

WHEREAS, the Member desires to enter into this Agreement to govern the operation of the Company. The Agreement is effective as of the date first written above and supersedes and replaces entirely any and all agreements governing the operations of the Company and the rights and obligations of its Member.

NOW THEREFORE, the Member hereby agrees to amend, restate and replace the Original LLC Agreement in its entirety and to continue the Company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is Dynegy Resources Holdco I, LLC.

ARTICLE II
Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE III
Registered Office.

The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE IV
Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Capitol Services, Inc., 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE V

Members.

Section 5.01The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02The Member may act by written consent.

ARTICLE VI

Certificates.

George Lofaso was designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

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ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

ARTICLE IX

Management.

Section 9.01Member Managed. The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02Powers. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. The Member has the authority to bind the Company.

Section 9.03Officers. The Officers of the Company shall be designated by the Member. The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer. Any number of offices may be held by the same person. The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Member. Any vacancy occurring in any office of the Company shall be filled by the Member.

Section 9.04Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05Duties of Officers. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

ARTICLE X
Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

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ARTICLE XI
Additional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company. The Member may, but shall not be required to, make contributions to the capital of the Company from time to time. No interest shall be paid on capital contributions made by any Member. No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

ARTICLE XII
Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII

Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act.

ARTICLE XIV
Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Member. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

ARTICLE XV
Other Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE XVI
Exculpation and Indemnification.

Except as limited by applicable law and subject to the provisions of this ARTICLE XVI, any officer, director, employee, Member or Affiliate of a Member of the Company (each an “Indemnitee”) will not be liable for, and will be indemnified and held harmless by the Company against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason

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of its being an officer director, employee, Member or Affiliate of a Member of the Company, or by reason of its involvement in the management of the affairs of the Company, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred. Notwithstanding the foregoing, no Indemnitee will be held harmless or indemnified under this ARTICLE XVI for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of Indemnitee’s obligations under this Agreement, or bad faith of such Indemnitee. The rights of indemnification provided in this ARTICLE XVI are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter of law. Without limiting the foregoing, an Indemnitee will be entitled to indemnification by the Company against reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the Act or any other applicable statute.

ARTICLE XVII

Assignments.

The Member may assign its limited liability company interest in the Company. Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII
Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling. Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates

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may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF DYNEGY RESOURCES HOLDCO I, LLC, DATED APRIL 1, 2015, AND EFFECTIVE AS OF APRIL 1, 2015 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIX
Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX

Dissolution.

Section 20.01The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue theCompany and (ii) to the admission of the personal representative or its nominee or designee, as the case may be,

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as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.

Section 20.02Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 20.03Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

Section 20.04In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 20.05The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

ARTICLE XXI
Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof. The interest of the Member in the Company is personal property.

ARTICLE XXII
Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

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ARTICLE XXIII
Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Indemnitees) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

ARTICLE XXIV
Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV
Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI
Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

ARTICLE XXVII
Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

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ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

ARTICLE XXXI

Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date of the date first written above.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amended and Restated Limited Liability Company Agreement as of the date set forth above.

MEMBER:
EQUIPOWER RESOURCES CORP.
a Delaware corporation
By:	/s/ Heidi D. Lewis
Name:	Heidi D. Lewis
Title:	Vice President, Group General Counsel and Assistant Secretary

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SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Amended and Restated Limited Liability Company Operating Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on March 18, 2011 and as may be amended or amended and restated from time to time.

“Company” means Dynegy Resources Holdco I, LLC, a Delaware limited liability company.

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting A-2 securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Indemnitees” has the meaning set forth in ARTICLE XVI.

“Member” means EquiPower Resources Corp., a Delaware corporation, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction.

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision. The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

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SCHEDULE B

Member

Name	Mailing Address
EquiPower Resources Corp.	601 Travis Street, Suite 1400 Houston, Texas 77002

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EX-3.136

Exhibit 3.136

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

DYNEGY RESOURCES HOLDCO II, LLC

This Amended and Restated Limited Liability Company Operating Agreement (as may be amended or amended and restated from time to time, this “Agreement”) of Dynegy Resources Holdco II, LLC (f/k/a EquiPower Resources Holdco II, LLC), a Delaware limited liability company (“Company”), is entered into by EquiPower Resources Corp., a Delaware corporation (the “Member”), as the sole equity member, as of April 1, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto which is incorporated herein by reference.

WHEREAS, the Company was formed by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on November 22, 2013 under the name EquiPower Resources Holdco II, LLC, as amended April 1, 2015 to reflect a change in the name to Dynegy Resources Holdco II, LLC;

WHEREAS, the Member is a party to the Operating Agreement of the Company, dated as of November 22, 2013 (the “Original LLC Agreement”);

WHEREAS, the Member desires to enter into this Agreement to govern the operation of the Company. The Agreement is effective as of the date first written above and supersedes and replaces entirely any and all agreements governing the operations of the Company and the rights and obligations of its Member.

NOW THEREFORE, the Member hereby agrees to amend, restate and replace the Original LLC Agreement in its entirety and to continue the Company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is Dynegy Resources Holdco II, LLC.

ARTICLE II
Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE III
Registered Office.

The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE IV
Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Capitol Services, Inc., 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE V

Members.

Section 5.01The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02The Member may act by written consent.

ARTICLE VI

Certificates.

John E. Andrews was designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

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ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

ARTICLE IX

Management.

Section 9.01Member Managed. The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02Powers. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. The Member has the authority to bind the Company.

Section 9.03Officers. The Officers of the Company shall be designated by the Member. The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer. Any number of offices may be held by the same person. The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Member. Any vacancy occurring in any office of the Company shall be filled by the Member.

Section 9.04Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05Duties of Officers. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

ARTICLE X
Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

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ARTICLE XI
Additional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company. The Member may, but shall not be required to, make contributions to the capital of the Company from time to time. No interest shall be paid on capital contributions made by any Member. No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

ARTICLE XII
Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII

Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act.

ARTICLE XIV
Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Member. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

ARTICLE XV
Other Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE XVI
Exculpation and Indemnification.

Except as limited by applicable law and subject to the provisions of this ARTICLE XVI, any officer, director, employee, Member or Affiliate of a Member of the Company (each an “Indemnitee”) will not be liable for, and will be indemnified and held harmless by the Company against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason

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of its being an officer director, employee, Member or Affiliate of a Member of the Company, or by reason of its involvement in the management of the affairs of the Company, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred. Notwithstanding the foregoing, no Indemnitee will be held harmless or indemnified under this ARTICLE XVI for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of Indemnitee’s obligations under this Agreement, or bad faith of such Indemnitee. The rights of indemnification provided in this ARTICLE XVI are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter of law. Without limiting the foregoing, an Indemnitee will be entitled to indemnification by the Company against reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the Act or any other applicable statute.

ARTICLE XVII

Assignments.

The Member may assign its limited liability company interest in the Company. Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII
Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling.Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates

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may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF DYNEGY RESOURCES HOLDCO II, LLC, DATED APRIL 1, 2015, AND EFFECTIVE AS OF APRIL 1, 2015 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIX
Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX

Dissolution.

Section 20.01The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue theCompany and (ii) to the admission of the personal representative or its nominee or designee, as the case may be,

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as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.

Section 20.02Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 20.03Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

Section 20.04In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 20.05The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

ARTICLE XXI
Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof. The interest of the Member in the Company is personal property.

ARTICLE XXII
Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

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ARTICLE XXIII
Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Indemnitees) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

ARTICLE XXIV
Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV
Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI
Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

ARTICLE XXVII
Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

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ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

ARTICLE XXXI

Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date of the date first written above.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amended and Restated Limited Liability Company Agreement as of the date set forth above.

MEMBER:
EQUIPOWER RESOURCES CORP.
a Delaware corporation
By:	/s/ Heidi D. Lewis
Name:	Heidi D. Lewis
Title:	Vice President, Group General Counsel and Assistant Secretary

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SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Amended and Restated Limited Liability Company Operating Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on November 22, 2013 and as may be amended or amended and restated from time to time.

“Company” means Dynegy Resources Holdco II, LLC, a Delaware limited liability company.

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting A-2 securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Indemnitees” has the meaning set forth in ARTICLE XVI.

“Member” means EquiPower Resources Corp., a Delaware corporation, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction.

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision. The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

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SCHEDULE B

Member

Name	Mailing Address
EquiPower Resources Corp.	601 Travis Street, Suite 1400 Houston, Texas 77002

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EX-3.137

Exhibit 3.137

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

ELWOOD ENERGY HOLDINGS II, LLC

This Amended and Restated Limited Liability Company Operating Agreement (as may be amended or amended and restated from time to time, this “Agreement”) of Elwood Energy Holdings II, LLC, a Delaware limited liability company (“Company”), is entered into by Tomcat Power, LLC, a Delaware limited liability company (the “Member”), as the sole equity member, as of April 1, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto which is incorporated herein by reference.

WHEREAS, the Company was formed as a corporation by the filing of a Certificate of Incorporation with the Secretary of State of the State of Delaware on May 12, 1998, and was subsequently converted to a limited liability company pursuant the filing of a Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware, each filed on and effective as of October 24, 2014;

WHEREAS, the Member is a party to the Limited Liability Company Agreement of the Company, dated as of October 27, 2014 (the “Original LLC Agreement”);

WHEREAS, the Member desires to enter into this Agreement to govern the operation of the Company. The Agreement is effective as of the date first written above and supersedes and replaces entirely any and all agreements governing the operations of the Company and the rights and obligations of its Member.

NOW THEREFORE, the Member hereby agrees to amend, restate and replace the Original LLC Agreement in its entirety and to continue the Company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is Elwood Energy Holdings II, LLC.

ARTICLE II
Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE III
Registered Office.

The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE IV
Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Capitol Services, Inc., 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE V

Members.

Section 5.01The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02The Member may act by written consent.

ARTICLE VI

Certificates.

Steven A. Rogers was designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

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ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

ARTICLE IX

Management.

Section 9.01Member Managed. The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02Powers. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. The Member has the authority to bind the Company.

Section 9.03Officers. The Officers of the Company shall be designated by the Member. The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer. Any number of offices may be held by the same person. The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Member. Any vacancy occurring in any office of the Company shall be filled by the Member.

Section 9.04Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05Duties of Officers. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

ARTICLE X
Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

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ARTICLE XI
Additional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company. The Member may, but shall not be required to, make contributions to the capital of the Company from time to time. No interest shall be paid on capital contributions made by any Member. No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

ARTICLE XII
Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII

Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act.

ARTICLE XIV
Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Member. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

ARTICLE XV
Other Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE XVI
Exculpation and Indemnification.

Except as limited by applicable law and subject to the provisions of this ARTICLE XVI, any officer, director, employee, Member or Affiliate of a Member of the Company (each an “Indemnitee”) will not be liable for, and will be indemnified and held harmless by the Company against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arisingfrom proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason

4

of its being an officer director, employee, Member or Affiliate of a Member of the Company, or by reason of its involvement in the management of the affairs of the Company, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred. Notwithstanding the foregoing, no Indemnitee will be held harmless or indemnified under this ARTICLE XVI for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of Indemnitee’s obligations under this Agreement, or bad faith of such Indemnitee. The rights of indemnification provided in this ARTICLE XVI are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter of law. Without limiting the foregoing, an Indemnitee will be entitled to indemnification by the Company against reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the Act or any other applicable statute.

ARTICLE XVII

Assignments.

The Member may assign its limited liability company interest in the Company. Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII
Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling. Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates

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may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ELWOOD ENERGY HOLDINGS II, LLC, DATED APRIL 1, 2015, AND EFFECTIVE AS OF APRIL 1, 2015 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIX
Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX

Dissolution.

Section 20.01The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be,

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as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.

Section 20.02Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 20.03Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

Section 20.04In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 20.05The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

ARTICLE XXI
Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof. The interest of the Member in the Company is personal property.

ARTICLE XXII
Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

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ARTICLE XXIII
Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Indemnitees) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

ARTICLE XXIV
Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV
Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI
Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

ARTICLE XXVII
Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

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ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

ARTICLE XXXI

Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date of the date first written above.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amended and Restated Limited Liability Company Agreement as of the date set forth above.

MEMBER:
TOMCAT POWER, LLC
a Delaware limited liability company
By:	/s/ Heidi D. Lewis
Name:	Heidi D. Lewis
Title:	Vice President, Group General Counsel and Assistant Secretary

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SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Amended and Restated Limited Liability Company Operating Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on October 24, 2014 and as may be amended or amended and restated from time to time.

“Company” means Elwood Energy Holdings II, LLC, a Delaware limited liability company.

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting A-2 securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Indemnitees” has the meaning set forth in ARTICLE XVI.

“Member” means Tomcat Power, LLC, a Delaware limited liability company, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction.

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision. The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

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SCHEDULE B

Member

Name	Mailing Address
Tomcat Power, LLC	601 Travis Street, Suite 1400 Houston, Texas 77002

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EX-3.138

Exhibit 3.138

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

ELWOOD EXPANSION HOLDINGS, LLC

This Amended and Restated Limited Liability Company Operating Agreement (as may be amended or amended and restated from time to time, this “Agreement”) of Elwood Expansion Holdings, LLC, a Delaware limited liability company (“Company”), is entered into by Tomcat Power, LLC, a Delaware limited liability company (the “Member”), as the sole equity member, as of April 1, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto which is incorporated herein by reference.

WHEREAS, the Company was formed as a corporation by the filing of a Certificate of Incorporation with the Secretary of State of the State of Delaware on September 7, 2001, and was subsequently converted to a limited liability company pursuant the filing of a Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware, each filed on August 21, 2013, and effective as of August 28, 2013;

WHEREAS, the Member is a party to the Limited Liability Company Agreement of the Company, dated as of August 29, 2013 (the “Original LLC Agreement”);

WHEREAS, the Member desires to enter into this Agreement to govern the operation of the Company. The Agreement is effective as of the date first written above and supersedes and replaces entirely any and all agreements governing the operations of the Company and the rights and obligations of its Member.

NOW THEREFORE, the Member hereby agrees to amend, restate and replace the Original LLC Agreement in its entirety and to continue the Company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is Elwood Expansion Holdings, LLC.

ARTICLE II
Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE III
Registered Office.

The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE IV
Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Capitol Services, Inc., 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE V

Members.

Section 5.01The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02The Member may act by written consent.

ARTICLE VI

Certificates.

Fred G. Wood, III, was designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

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ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

ARTICLE IX

Management.

Section 9.01Member Managed. The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02Powers. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. The Member has the authority to bind the Company.

Section 9.03Officers. The Officers of the Company shall be designated by the Member. The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer. Any number of offices may be held by the same person. The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Member. Any vacancy occurring in any office of the Company shall be filled by the Member.

Section 9.04Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05Duties of Officers. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

ARTICLE X

Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

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ARTICLE XI
Additional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company. The Member may, but shall not be required to, make contributions to the capital of the Company from time to time. No interest shall be paid on capital contributions made by any Member. No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

ARTICLE XII
Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII

Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act.

ARTICLE XIV
Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Member. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

ARTICLE XV
Other Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE XVI
Exculpation and Indemnification.

Except as limited by applicable law and subject to the provisions of this ARTICLE XVI, any officer, director, employee, Member or Affiliate of a Member of the Company (each an “Indemnitee”) will not be liable for, and will be indemnified and held harmless by the Company against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason

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of its being an officer director, employee, Member or Affiliate of a Member of the Company, or by reason of its involvement in the management of the affairs of the Company, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred. Notwithstanding the foregoing, no Indemnitee will be held harmless or indemnified under this ARTICLE XVI for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of Indemnitee’s obligations under this Agreement, or bad faith of such Indemnitee. The rights of indemnification provided in this ARTICLE XVI are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter of law. Without limiting the foregoing, an Indemnitee will be entitled to indemnification by the Company against reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the Act or any other applicable statute.

ARTICLE XVII

Assignments.

The Member may assign its limited liability company interest in the Company. Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII
Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling. Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates

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may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ELWOOD EXPANSION HOLDINGS, LLC, DATED APRIL 1, 2015, AND EFFECTIVE AS OF APRIL 1, 2015 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIX
Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX

Dissolution.

Section 20.01The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be,

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as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.

Section 20.02Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 20.03Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

Section 20.04In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 20.05The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

ARTICLE XXI
Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof. The interest of the Member in the Company is personal property.

ARTICLE XXII
Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

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ARTICLE XXIII
Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Indemnitees) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

ARTICLE XXIV
Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV
Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI
Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

ARTICLE XXVII
Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

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ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

ARTICLE XXXI

Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date of the date first written above.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amended and Restated Limited Liability Company Agreement as of the date set forth above.

MEMBER:
TOMCAT POWER, LLC
a Delaware limited liability company
By:	/s/ Heidi D. Lewis
Name:	Heidi D. Lewis
Title:	Vice President, Group General Counsel and Assistant Secretary

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SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Amended and Restated Limited Liability Company Operating Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on August 21, 2013 and as may be amended or amended and restated from time to time.

“Company” means Elwood Expansion Holdings, LLC, a Delaware limited liability company.

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting A-2 securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Indemnitees” has the meaning set forth in ARTICLE XVI.

“Member” means Tomcat Power, LLC, a Delaware limited liability company, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction.

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision. The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

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SCHEDULE B

Member

Name	Mailing Address
Tomcat Power, LLC	601 Travis Street, Suite 1400 Houston, Texas 77002

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EX-3.139

Exhibit 3.139

FORM OF SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[NAME OF ENTITY]

This Second Amended and Restated Limited Liability Company Operating Agreement (as amended or amended and restated from time to time, this “Agreement”) of [Name of Entity], a Delaware limited liability company (“Company”), is entered into by                       , a Delaware limited liability company (the “Member”), as the sole equity member, as of April 1, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto which is incorporated herein by reference.

WHEREAS, the Company was formed by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on                    under the name [Name of Entity];

WHEREAS, the Member is a party to the Amended and Restated Limited Liability Company Agreement of the Company, dated as of                      (the “Original Amended and Restated LLC Agreement”);

WHEREAS, the Member desires to enter into this Agreement to govern the operation of the Company. The Agreement is effective as of the date first written above and supersedes and replaces entirely any and all agreements governing the operations of the Company and the rights and obligations of its Member.

NOW THEREFORE, the Member hereby agrees to amend, restate and replace the Original Amended and Restated LLC Agreement in its entirety and to continue the Company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is [Name of Entity].

ARTICLE II
Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE III
Registered Office.

The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE IV
Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Capitol Services, Inc., 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE V

Members.

Section 5.01The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02The Member may act by written consent.

ARTICLE VI

Certificates.

was designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

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ARTICLE IX

Management.

Section 9.01Member Managed. The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02Powers. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. The Member has the authority to bind the Company.

Section 9.03Officers. The Officers of the Company shall be designated by the Member. The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer. Any number of offices may be held by the same person. The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Member. Any vacancy occurring in any office of the Company shall be filled by the Member.

Section 9.04Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05Duties of Officers. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

ARTICLE X
Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

ARTICLE XI
Additional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company. The Member may, but shall not be required to, make contributions to the capital of the Company from time to time. No interest shall be paid on capital contributions made by any Member. No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

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ARTICLE XII
Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII

Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act.

ARTICLE XIV
Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Member. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

ARTICLE XV
Other Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE XVI
Exculpation and Indemnification.

Except as limited by applicable law and subject to the provisions of this ARTICLE XVI, any officer, director, employee, Member or Affiliate of a Member of the Company (each an “Indemnitee”) will not be liable for, and will be indemnified and held harmless by the Company against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason of its being an officer director, employee, Member or Affiliate of a Member of the Company, or by reason of its involvement in the management of the affairs of the Company, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred. Notwithstanding the foregoing, no Indemnitee will be held harmless or indemnified under this ARTICLE XVI for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of Indemnitee’s obligations under this Agreement, or bad faith of such Indemnitee. The rights of indemnification provided in this ARTICLE XVI are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter

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of law. Without limiting the foregoing, an Indemnitee will be entitled to indemnification by the Company against reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the Act or any other applicable statute.

ARTICLE XVII
Assignments.

The Member may assign its limited liability company interest in the Company. Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII
Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling. Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF [NAME OF ENTITY], DATED APRIL 1, 2015, AND EFFECTIVE AS OF APRIL 1, 2015 (THE “AGREEMENT”). THIS

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CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIX
Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX

Dissolution.

Section 20.01The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.

Section 20.02Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

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Section 20.03Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

Section 20.04In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 20.05The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

ARTICLE XXI
Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof. The interest of the Member in the Company is personal property.

ARTICLE XXII
Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

ARTICLE XXIII
Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Indemnitees) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

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ARTICLE XXIV
Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV
Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI
Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

ARTICLE XXVII
Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its address as listed

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on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

ARTICLE XXXI

Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date of the date first written above.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Second Amended and Restated Limited Liability Company Agreement as of the date set forth above.

MEMBER:
a Delaware limited liability company
By:
Name:
Title:	Authorized Signatory

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SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Second Amended and Restated Limited Liability Company Operating Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on                      and as may be amended or amended and restated from time to time.

“Company” means [Name of Entity], a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting A-

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2 securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Indemnitees” has the meaning set forth in ARTICLE XVI.

“Member” means                       , a Delaware limited liability company, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction.

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision. The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

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SCHEDULE B

Member

Name	Mailing Address
_____________________	601 Travis Street, Suite 1400 Houston, Texas 77002

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EX-3.140

Exhibit 3.140

FORM OF FOURTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[NAME OF ENTITY]

This Fourth Amended and Restated Limited Liability Company Operating Agreement (as amended or amended and restated from time to time, this “Agreement”) of [Name of Entity], a Delaware limited liability company (“Company”), is entered into by                       , a Delaware limited liability company (the “Member”), as the sole equity member, as of April 1, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto which is incorporated herein by reference.

WHEREAS, the Company was formed by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on                      under the name [Name of Entity];

WHEREAS, the Member is a party to the Third Amended and Restated Limited Liability Company Agreement of the Company, dated as of                      (the “Third Amended and Restated LLC Agreement”);

WHEREAS, the Member desires to enter into this Agreement to govern the operation of the Company. The Agreement is effective as of the date first written above and supersedes and replaces entirely any and all agreements governing the operations of the Company and the rights and obligations of its Member.

NOW THEREFORE, the Member hereby agrees to amend, restate and replace the Third Amended and Restated LLC Agreement in its entirety and to continue the Company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is [Name of Entity].

ARTICLE II
Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE III
Registered Office.

The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE IV
Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Capitol Services, Inc., 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE V

Members.

Section 5.01The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02The Member may act by written consent.

ARTICLE VI

Certificates.

was designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

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ARTICLE IX

Management.

Section 9.01Member Managed. The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02Powers. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. The Member has the authority to bind the Company.

Section 9.03Officers. The Officers of the Company shall be designated by the Member. The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer. Any number of offices may be held by the same person. The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Member. Any vacancy occurring in any office of the Company shall be filled by the Member.

Section 9.04Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05Duties of Officers. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

ARTICLE X
Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

ARTICLE XI
Additional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company. The Member may, but shall not be required to, make contributions to the capital of the Company from time to time. No interest shall be paid on capital contributions made by any Member. No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

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ARTICLE XII
Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII

Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act.

ARTICLE XIV
Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Member. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

ARTICLE XV
Other Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE XVI
Exculpation and Indemnification.

Except as limited by applicable law and subject to the provisions of this ARTICLE XVI, any officer, director, employee, Member or Affiliate of a Member of the Company (each an “Indemnitee”) will not be liable for, and will be indemnified and held harmless by the Company against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason of its being an officer director, employee, Member or Affiliate of a Member of the Company, or by reason of its involvement in the management of the affairs of the Company, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred. Notwithstanding the foregoing, no Indemnitee will be held harmless or indemnified under this ARTICLE XVI for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of Indemnitee’s obligations under this Agreement, or bad faith of such Indemnitee. The rights of indemnification provided in this ARTICLE XVI are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter of law. Without limiting the foregoing, an Indemnitee will be entitled to indemnification by the

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Company against reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the Act or any other applicable statute.

ARTICLE XVII

Assignments.

The Member may assign its limited liability company interest in the Company. Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII
Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling. Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF [NAME OF ENTITY], DATED APRIL 1, 2015, AND EFFECTIVE AS OF APRIL 1, 2015 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY

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COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIX
Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX

Dissolution.

Section 20.01The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.

Section 20.02 Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

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Section 20.03Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

Section 20.04In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 20.05The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

ARTICLE XXI
Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof. The interest of the Member in the Company is personal property.

ARTICLE XXII
Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

ARTICLE XXIII
Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Indemnitees) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

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ARTICLE XXIV
Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV
Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI
Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

ARTICLE XXVII
Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its address as listed

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on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

ARTICLE XXXI

Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date of the date first written above.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Fourth Amended and Restated Limited Liability Company Agreement as of the date set forth above.

MEMBER:
a Delaware limited liability company
By:
Name:
Title:	Authorized Signatory

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SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Fourth Amended and Restated Limited Liability Company Operating Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on December 11, 1998 and as may be amended or amended and restated from time to time.

“Company” means [Name of Entity], a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting A-

11

2 securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Indemnitees” has the meaning set forth in ARTICLE XVI.

“Member” means                                       , a Delaware limited liability company, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction.

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision. The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

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SCHEDULE B

Member

Name	Mailing Address
_______________________	601 Travis Street, Suite 1400 Houston, Texas 77002

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EX-3.141

Exhibit 3.141

FORM OF THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

[NAME OF ENTITY]

This Third Amended and Restated Limited Liability Company Operating Agreement (as amended or amended and restated from time to time, this “Agreement”) of [Name of Entity], a Delaware limited liability company (“Company”), is entered into by                             , a Delaware limited liability company (the “Member”), as the sole equity member, as of April 1, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto which is incorporated herein by reference.

WHEREAS, the Company was formed by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on                      under the name [Name of Entity];

WHEREAS, the Member is a party to the Second Amended and Restated Operating Agreement of the Company, dated as of                      (the “Second Amended and Restated LLC Agreement”);

WHEREAS, the Member desires to enter into this Agreement to govern the operation of the Company. The Agreement is effective as of the date first written above and supersedes and replaces entirely any and all agreements governing the operations of the Company and the rights and obligations of its Member.

NOW THEREFORE, the Member hereby agrees to amend, restate and replace the Second Amended and Restated LLC Agreement in its entirety and to continue the Company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is [Name of Entity].

ARTICLE II
Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Member.

ARTICLE III
Registered Office.

The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE IV
Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Capitol Services, Inc., 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE V

Members.

Section 5.01The mailing address of the Member is set forth on Schedule B attached hereto.

Section 5.02The Member may act by written consent.

ARTICLE VI

Certificates.

was designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, her powers as an “authorized person” ceased, and the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized person” within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

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ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

ARTICLE IX

Management.

Section 9.01Member Managed. The business and affairs of the Company shall be managed by or under the direction of the Member.

Section 9.02Powers. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. The Member has the authority to bind the Company.

Section 9.03Officers. The Officers of the Company shall be designated by the Member. The additional or successor Officers of the Company shall be chosen by the Member and shall consist of at least a President, a Vice President, Secretary and Treasurer. Any number of offices may be held by the same person. The Member may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Member. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the Member. Any vacancy occurring in any office of the Company shall be filled by the Member.

Section 9.04Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05Duties of Officers. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

ARTICLE X
Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Member nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

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ARTICLE XI
Additional Contributions.

The Member has not and shall not at any time be required to make any capital contributions to the Company. The Member may, but shall not be required to, make contributions to the capital of the Company from time to time. No interest shall be paid on capital contributions made by any Member. No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

ARTICLE XII
Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

ARTICLE XIII

Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act.

ARTICLE XIV
Books and Records.

The Member shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by the Member. The Company’s books of account shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by the Member.

ARTICLE XV
Other Business.

The Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE XVI
Exculpation and Indemnification.

Except as limited by applicable law and subject to the provisions of this ARTICLE XVI, any officer, director, employee, Member or Affiliate of a Member of the Company (each an “Indemnitee”) will not be liable for, and will be indemnified and held harmless by the Company against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason

4

of its being an officer director, employee, Member or Affiliate of a Member of the Company, or by reason of its involvement in the management of the affairs of the Company, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred. Notwithstanding the foregoing, no Indemnitee will be held harmless or indemnified under this ARTICLE XVI for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of Indemnitee’s obligations under this Agreement, or bad faith of such Indemnitee. The rights of indemnification provided in this ARTICLE XVI are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter of law. Without limiting the foregoing, an Indemnitee will be entitled to indemnification by the Company against reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the Act or any other applicable statute.

ARTICLE XVII

Assignments.

The Member may assign its limited liability company interest in the Company. Subject to ARTICLE XIX, if the Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII
Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling. Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates

5

may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF [NAME OF ENTITY], DATED APRIL 1, 2015, AND EFFECTIVE AS OF APRIL 1, 2015 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

ARTICLE XIX
Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

ARTICLE XX

Dissolution.

Section 20.01The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be,

6

as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company.

Section 20.02Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 20.03Notwithstanding any other provision of this Agreement, each of the Member and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member, or any additional member, or the occurrence of an event that causes the Member, or any additional member to cease to be a member of the Company.

Section 20.04In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 20.05The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

ARTICLE XXI
Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Member and any additional member admitted to the Company hereby irrevocably waives any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof. The interest of the Member in the Company is personal property.

ARTICLE XXII
Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

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ARTICLE XXIII
Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Indemnitees) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

ARTICLE XXIV
Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV
Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

ARTICLE XXVI
Binding Agreement.

Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member in accordance with its terms.

ARTICLE XXVII
Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

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ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of the Member, to the Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

ARTICLE XXXI

Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date of the date first written above.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Third Amended and Restated Limited Liability Company Agreement as of the date set forth above.

MEMBER:
a Delaware limited liability company
By:
Name:
Title:	Authorized Signatory

10

SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Third Amended and Restated Limited Liability Company Operating Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on                      and as may be amended or amended and restated from time to time.

“Company” means [Name of Entity], a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting A-

11

2 securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Indemnitees” has the meaning set forth in ARTICLE XVI.

“Member” means                             , a Delaware limited liability company, as the member of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction.

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision. The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

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SCHEDULE B

Member

Name	Mailing Address
___________________________	601 Travis Street, Suite 1400 Houston, Texas 77002

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EX-3.142

Exhibit 3.142

SEVENTH AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

LAKE ROAD GENERATING COMPANY, L.P.

This Seventh Amended and Restated Limited Partnership Agreement (as may be amended or amended and restated from time to time, this “Agreement”) of Lake Road Generating Company, L.P., a Delaware limited partnership (the “Partnership”), is entered into by Lake Road Holdings GP, LLC, a Delaware limited liability company, as general partner (the “General Partner”), and Lake Road Holdings LP, LLC, a Delaware limited liability company, as limited partner (the “Limited Partner” and, together with the General Partner, the “Partners”), as of April 1, 2015.

WHEREAS, the Partnership was formed as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et seq.) (as amended from time to time, the “Act”) by the filing of the Certificate of Limited Partnership (the “Certificate of Limited Partnership”) with the Secretary of State of the State of Delaware on April 21, 1993 under the name Richmond Generating Company, L.P., as amended October 27, 1997 to reflect a change in the name to Lake Road Generating Company, L.P.;

WHEREAS, the Partnership was organized pursuant to an agreement, dated as of April 17, 1993 (the “Original Partnership Agreement”), by and between Peach IV Power Corporation, a Delaware corporation, and Black Hawk III Power Corporation, a California corporation (together, the “Original Partners”);

WHEREAS, the Original Partnership Agreement has been subsequently amended and restated, the most recent such restatement being the Sixth Amended and Restated Limited Partnership Agreement of the Partnership, dated as of May 20, 2010 (the “Sixth Amended and Restated LP Agreement”);

WHEREAS, the Partners are party to the Sixth Amended and Restated LP Agreement;

WHEREAS, the Partners desire to enter into this Agreement to govern the operation of the Partnership. The Agreement is effective as of the date first written above and supersedes and replaces entirely any and all agreements governing the operations of the Partnership and the rights and obligations of its Partners.

NOW THEREFORE, the Partners hereby agree to amend, restate and replace the Sixth Amended and Restated LP Agreement in its entirety and to continue the Partnership under the Act upon the following terms and conditions:

1.Formation. Upon the filing of the Certificate of Limited Partnership with the Secretary of State of the State of Delaware as required by the Act, the Partnership was formed as a limited partnership under the Act for the purposes and upon the terms and conditions hereinafter set forth.

2.Name. The name of the limited partnership hereby is Lake Road Generating Company, L.P.

3.Purpose. The purpose to be conducted or promoted by the Partnership is to engage in any lawful act or activity and to exercise any powers permitted to limited partnerships organized under the laws of the State of Delaware.

4.Registered Office. The address of the registered office of the Partnership in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

5.Registered Agent. The name and address of the registered agent of the Partnership for service of process on the Partnership in the State of Delaware is Capitol Services, Inc., 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

6.Partners. The names and the business, residence or mailing addresses of the General Partner and the Limited Partner are as follows:

General Partner
Lake Road Holdings GP, LLC
601 Travis Street, Suite 1400
Houston, Texas 77002

Limited Partner
Lake Road Holdings LP, LLC
601 Travis Street, Suite 1400
Houston, Texas 77002

7.Dissolution. The Partnership shall dissolve, and its affairs shall be wound up, at such time as (a) the General Partner of the Partnership approves in writing, (b) an event of withdrawal of a general partner has occurred under the Act, (c) there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act, or (d) an entry of a decree of judicial dissolution has occurred under Section 17-802 of the Act; provided, however, the Partnership shall not be dissolved and required to be wound up upon an event of withdrawal of a general partner described in Section 7(b) if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (B) within 90 days after the occurrence of such event, a majority of the limited partners of the Partnership agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership.

8.Capital Contributions.

(a) General Partner. The General Partner shall be credited with 1% of the capital contributions made by the Original Partners to the Partnership representing 1% of the Partnership interests acquired by the General Partner up to and including the date of this Agreement.

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(b) Limited Partner. The Limited Partner shall be credited with 99% of the capital contributions made by the Original Partners to the Partnership representing 99% of the Partnership interests acquired by the General Partner up to and including the date of this Agreement.

9.Additional Contributions. The Partners have not and shall not at any time be required to make any capital contributions to the Partnership. The Partners may, but shall not be required to, make contributions to the capital of the Partnership from time to time. No interest shall be paid on capital contributions made by any Partner. No Partner shall have any duty or obligation to any creditor of the Partnership to make any contribution to the Partnership or to issue any call for capital pursuant to this Agreement.

10.Allocations of Profits and Losses. The Partnership’s profits and losses shall be allocated in proportion to the capital contributions of the partners of the Partnership.

11.Tax Treatment. It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

12.Distributions. Distributions shall be made to the Partners at the times and in the aggregate amounts determined by the General Partner. Such distributions shall be made in proportion to their then current capital account balances. Notwithstanding any provision to the contrary contained in this Agreement, the Partnership shall not make a distribution to any Partner on account of its interest in the Partnership if such distribution would violate the Act or other applicable law.

13.Management of Partnership. Except as otherwise provided in this Agreement, the General Partner shall have exclusive control over the business of the Partnership and shall have all rights, powers and authority generally conferred by law or necessary, advisable or consistent in connection therewith. The Limited Partner shall have no right to participate in or vote upon any Partnership matters except as specifically provided by this Agreement or required by any mandatory provision of the Act. Notwithstanding any other provision of this Agreement, the General Partner has the authority to bind the Partnership and is authorized to execute and deliver any document on behalf of the Partnership without any vote or consent of any other partner or other person or entity.

14.Officers. The Officers of the Partnership shall be designated by the General Partner. The additional or successor Officers of the Partnership shall be chosen by the General Partner and shall consist of at least a President, a Vice President, Secretary and Treasurer. Any number of offices may be held by the same person. The General Partner may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the General Partner. The salaries of all Officers and agents of the Partnership shall be fixed by or in the manner prescribed by the General Partner. The Officers of the Partnership shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by the General Partner. Any vacancy occurring in any office of the Partnership shall be filled by the General Partner.

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15.Exculpation and Indemnification. Except as limited by applicable law and subject to the provisions of this Section 15, any officer, director, employee, Partner or Affiliate of a Partner of the Partnership (each an “Indemnitee”) will not be liable for, and will be indemnified and held harmless by the Partnership against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason of its being an officer, director, employee, Partner or Affiliate of a Partner of the Partnership, or by reason of its involvement in the management of the affairs of the Partnership, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred. Notwithstanding the foregoing, no Indemnitee will be held harmless or indemnified under this Section 15 for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of Indemnitee’s obligations under this Agreement, or bad faith of such Indemnitee. The rights of indemnification provided in this Section 15 are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter of law. Without limiting the foregoing, an Indemnitee will be entitled to indemnification by the Partnership against reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the Act or any other applicable statute.

16.Amendments Regarding Exculpation and Indemnification. Any repeal or modification of the foregoing Section by the General Partner shall not adversely affect any rights of such Indemnitee pursuant to such Section, including the right to indemnification and to the advancement of expenses of an Indemnitee existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

17.Transfer or Pledge. A partner’s interest in the Partnership shall not be assigned, pledged, sold or otherwise transferred, in whole or in part, without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion. No assignee of a partner’s interest in the Partnership shall be admitted into the Partnership as a substituted partner without: (a) the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion; and (b) such assignee executing a counterpart to this Agreement.

18.Withdrawal. No partner of the Partnership may withdraw from the Partnership.

19.Additional Limited Partners.

(a)Without the approval of the Limited Partner, the General Partner may admit additional limited partners to the Partnership.

(b)After the admission of any additional limited partners pursuant to this Section 19, the Partnership shall continue as a limited partnership under the Act without dissolution.

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(c)The admission of additional limited partners to the Partnership pursuant to this Section 19 shall be accomplished by the execution of a counterpart to this Agreement by such additional limited partner or, if necessary, the amendment of this Agreement and any other actions as may be required by the Act.

20.Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

21.Amendments. This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the General Partner.

22.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

23.Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Seventh Amended and Restated Limited Partnership Agreement as of the date set forth above.

GENERAL PARTNER:
LAKE ROAD HOLDINGS GP, LLC
a Delaware limited liability company
By:	/s/ Heidi D. Lewis
Name:	Heidi D. Lewis
Title:	Vice President, Group General Counsel and Assistant Secretary
LIMITED PARTNER:
LAKE ROAD HOLDINGS LP, LLC
a Delaware limited liability company
By:	/s/ Heidi D. Lewis
Name:	Heidi D. Lewis
Title:	Vice President, Group General Counsel and Assistant Secretary

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EX-3.143

Exhibit 3.143

FIFTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

MASSPOWER PARTNERS I, LLC

This Fifth Amended and Restated Limited Liability Company Operating Agreement (as amended or amended and restated from time to time, this “Agreement”) of Masspower Partners I, LLC, a Delaware limited liability company (“Company”), is entered into by Dynegy Resources Generating Holdco, LLC (f/k/a EquiPower Resources Holdings, LLC), a Delaware limited liability company (“Dynegy”), and Masspower Holdco, LLC, a Delaware limited liability company (“Masspower” and, together with Dynegy, the “Members”), as Members of the Company, as of April 1, 2015. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto which is incorporated herein by reference.

WHEREAS, the Company was formed by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on December 6, 2005 under the name Silver Ship MP Partners, LLC, as amended May 3, 2007 to reflect a change in the name to BG MP Partners I, LLC, as further amended May 12, 2010 to reflect a change in the name to Masspower Partners I, LLC;

WHEREAS, the Members are party to the Fourth Amended and Restated Limited Liability Company Operating Agreement of the Company, dated as of January 20, 2011 (the “Fourth Amended and Restated LLC Agreement”);

WHEREAS, the Members desire to enter into this Agreement to govern the operation of the Company. The Agreement is effective as of the date first written above and supersedes and replaces entirely any and all agreements governing the operations of the Company and the rights and obligations of its Members.

NOW THEREFORE, the Members hereby agree to amend, restate and replace the Fourth Amended and Restated LLC Agreement in its entirety and to continue the Company under the Act upon the following terms and conditions:

ARTICLE I

Name.

The name of the limited liability company hereby is Masspower Partners I, LLC.

ARTICLE II
Principal Business Office.

The principal business office of the Company shall be located at 601 Travis Street, Suite 1400 Houston, Texas 77002, or such other location as may hereafter be determined by the Members.

ARTICLE III
Registered Office.

The address of the registered office of the Company in the State of Delaware is 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE IV
Registered Agent.

The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Capitol Services, Inc., 1675 South State Street, Suite B, County of Kent, City of Dover, Delaware 19901.

ARTICLE V

Members.

Section 5.01Dynegy and Masspower are the only members of the Company. Dynegy shall hold 2.69% of the Class A Membership Interests and 100% of the Class B Membership Interests of the Company. Masspower shall hold 97.31% of the Class A Membership Interest of the Company. For the purposes of this Agreement, the term “Membership Interest” shall mean, with respect to a Member, (a) that Member’s status as a Member; (b) that Member’s share of the income, gain, loss, deduction and credits of, and the right to receive distributions from, the Company; (c) all other rights, benefits and privileges enjoyed by that Member (under the Act, this Agreement or otherwise) in its capacity as a Member, including that Member’s rights to vote, consent and approve and otherwise to participate in the management of the Company, if applicable; and (d) all obligations, duties and liabilities imposed on that Member (under the Act, this Agreement or otherwise) in its capacity as a Member.

Section 5.02The mailing addresses of the Members are set forth on Schedule B attached hereto.

Section 5.03The holders of the Class A Membership Interests as a class shall have one hundred percent (100%) of the voting rights in the Company with such voting rights allocated among the Members in the ratio of their respective ownership of such Class A Membership Interests with each full percentage thereof entitling the owner thereof to one vote. The holders of Class B Membership Interests shall have no voting rights in the Company except as otherwise required by the Act.

Section 5.04The Members may act by written consent.

ARTICLE VI

Certificates.

Brian Finkelstein was designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of State of the State of Delaware, his or her powers as an “authorized person” ceased, and Dynegy thereupon became the designated “authorized person” and shall continue as the

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designated “authorized person” within the meaning of the Act. Dynegy or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business.

The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

ARTICLE VII

Purposes.

The purpose to be conducted or promoted by the Company is to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized under the laws of the State of Delaware.

ARTICLE VIII

Powers.

The Company, and the Officers of the Company on behalf of the Company, (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in ARTICLE VII and (ii) shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

ARTICLE IX

Management.

Section 9.01Manager Managed. Except as otherwise required by law or by this Agreement, Dynegy shall have full, exclusive and complete authority to manage and control the business and affairs of the Company as a “manager,” as that term is used in the Act.

Section 9.02Powers. Dynegy shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Dynegy has the authority to bind the Company.

Section 9.03Officers. The Officers of the Company shall be designated by Dynegy. The additional or successor Officers of the Company shall be chosen by Dynegy and shall consist of at least a President, a Vice President, Secretary and Treasurer. Any number of offices may be held by the same person. Dynegy may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by Dynegy. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by Dynegy. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer may be removed at any time, with or without cause, by Dynegy. Any vacancy occurring in any office of the Company shall be filled by Dynegy.

Section 9.04Officers as Agents. The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of Dynegy not inconsistent with this

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Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken in accordance with such powers shall bind the Company.

Section 9.05Duties of Officers. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

ARTICLE X
Limited Liability.

Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Members nor any Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or Officer of the Company.

ARTICLE XI
Additional Contributions.

The Members have not and shall not at any time be required to make any capital contributions to the Company. The Members may, but shall not be required to, make contributions to the capital of the Company from time to time. No interest shall be paid on capital contributions made by any Member. No Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement.

ARTICLE XII
Allocation of Profits and Losses.

The Company’s profits and losses shall be split equally between the Class A Membership Interests and the Class B Membership Interests and shall be split within each class of Membership Interests pro rata based on such Member’s Membership Interest in such class.

ARTICLE XIII

Distributions.

Distributions shall be made to the Members at the times and in the aggregate amounts determined by Dynegy. Each distribution shall be split equally between the Class A Membership Interests and the Class B Membership Interests and shall be split within each class of Membership Interests pro rata based on such Member’s Membership Interest in such class. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of its interest in the Company if such distribution would violate Section 18-607 of the Act.

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ARTICLE XIV
Books and Records.

Dynegy shall keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books of the Company shall at all times be maintained by Dynegy. The Company’s books of account shall be kept using the method of accounting determined by Dynegy. The Company’s independent auditor, if any, shall be an independent public accounting firm selected by Dynegy.

ARTICLE XV
Other Business.

The Members and any Affiliate of a Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

ARTICLE XVI
Exculpation and Indemnification.

Except as limited by applicable law and subject to the provisions of this ARTICLE XVI, any officer, director, employee, Member or Affiliate of a Member of the Company (each an “Indemnitee”) will not be liable for, and will be indemnified and held harmless by the Company against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason of its being an officer director, employee, Member or Affiliate of a Member of the Company, or by reason of its involvement in the management of the affairs of the Company, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred. Notwithstanding the foregoing, no Indemnitee will be held harmless or indemnified under this ARTICLE XVI for any losses, liabilities or expenses arising out of the fraud, intentional misconduct, or knowing or reckless breach of Indemnitee’s obligations under this Agreement, or bad faith of such Indemnitee. The rights of indemnification provided in this ARTICLE XVI are in addition to any rights to which an Indemnitee may otherwise be entitled by contract or as a matter of law. Without limiting the foregoing, an Indemnitee will be entitled to indemnification by the Company against reasonable expenses (as incurred), including attorneys’ fees, incurred by the Indemnitee in connection with the defense of any action to which the Indemnitee may be made a party (without regard to the success of such defense), to the fullest extent permitted under the provisions of the Act or any other applicable statute.

ARTICLE XVII

Assignments.

A Member may assign its limited liability company interest in the Company. Subject to ARTICLE XIX, if a Member transfers all of its limited liability company interest in the Company pursuant to this ARTICLE XVII, the transferee shall be admitted to the Company as a member of the Company upon its execution of an instrument signifying its agreement to be bound by the terms

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and conditions of this Agreement, which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a Member by merger or consolidation shall, without further act, be a Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and the Company shall continue without dissolution.

ARTICLE XVIII
Membership Interests.

Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware (“Article 8”), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (the “Membership Certificates”), and the Membership Certificates shall be signed by any Officer, as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8, such provision of Article 8 shall be controlling. Subject to any limitations on the admission of additional Members set forth in this Agreement, additional Membership Certificates may be issued to an additional Member only upon the admission of such additional Member pursuant to this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend:

“THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASSPOWER PARTNERS I, LLC, DATED APRIL 1, 2015, AND EFFECTIVE AS OF APRIL 1, 2015 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT.”

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ARTICLE XIX
Admission of Additional Members and Transfers of Indirect Interests.

One or more additional members of the Company may be admitted to the Company with the written consent of the Members.

ARTICLE XX

Dissolution.

Section 20.01The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner required under this ARTICLE XX or permitted by this Agreement or the Act, or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes both Members to cease to be members of the Company (other than (i) upon an assignment by a Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to ARTICLE XVII and ARTICLE XIX, or (ii) the resignation of a Member and the admission of an additional member of the Company pursuant to ARTICLE XVIII and ARTICLE XIX), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or Member in the Company.

Section 20.02Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member or any additional member shall not cause such Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 20.03Notwithstanding any other provision of this Agreement, each of the Members and any additional member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of a Member, or any additional member, or the occurrence of an event that causes a Member, or any additional member to cease to be a member of the Company.

Section 20.04In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

Section 20.05The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the

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Company shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

ARTICLE XXI
Waiver of Partition; Nature of Interest.

To the fullest extent permitted by law, the Members and any additional member admitted to the Company hereby irrevocably waive any right or power that such Person might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Members shall not have any interest in any specific assets of the Company, and the Members shall not have the status of a creditor with respect to any distribution pursuant to ARTICLE XIII hereof. The interests of the Members in the Company are personal property.

ARTICLE XXII
Tax Status.

It is intended that the Company shall be a disregarded entity for federal, state, and local income tax purposes.

ARTICLE XXIII
Benefits of Agreement; No Third Party Rights.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of a Member, and nothing in this Agreement shall be deemed to create any right in any Person (other than Indemnitees) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person, except as provided in ARTICLE XXVI.

ARTICLE XXIV
Severability of Provisions.

Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

ARTICLE XXV
Entire Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

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ARTICLE XXVI
Binding Agreement.

Notwithstanding any other provision of this Agreement, the Members agree that this Agreement constitutes a legal, valid and binding agreement of the Members, and is enforceable against the Members in accordance with its terms.

ARTICLE XXVII
Governing Law.

This Agreement shall be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

ARTICLE XXVIII

Amendments.

This Agreement may be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Members.

ARTICLE XXIX

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

ARTICLE XXX

Notices.

Any notices required to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company at its address in ARTICLE II, (b) in the case of a Member, to such Member at its address as listed on Schedule B attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to the other party.

ARTICLE XXXI

Effectiveness.

Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date of the date first written above.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Fifth Amended and Restated Limited Liability Company Agreement as of the date set forth above.

MEMBER:
DYNEGY RESOURCES GENERATING HOLDCO, LLC
a Delaware limited liability company
By:	/s/ Heidi D. Lewis
Name:	Heidi D. Lewis
Title:	Vice President, Group General Counsel and Assistant Secretary
MEMBER:
MASSPOWER HOLDCO, LLC
a Delaware limited liability company
By:	/s/ Heidi D. Lewis
Name:	Heidi D. Lewis
Title:	Vice President, Group General Counsel and Assistant Secretary

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SCHEDULE A

Definitions

A.Definitions

When used in this Agreement, the following terms not otherwise defined herein have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as in effect the date hereof and as amended from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such Person or any Person who has a direct familial relationship, by blood, marriage or otherwise, with such Person.

“Agreement” means this Fifth Amended and Restated Limited Liability Company Operating Agreement of the Company, together with the schedules attached hereto, as amended, restated or supplemented or otherwise modified from time to time.

“Article 8” has the meaning set forth in ARTICLE XVIII.

“Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on December 6, 2005 and as may be amended or amended and restated from time to time.

“Company” means Masspower Partners I, LLC, a Delaware limited liability company.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting A-

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2 securities or general partnership or managing member interests, by contract or otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests.

“Indemnitees” has the meaning set forth in ARTICLE XVI.

“Members” means, collectively, Dynegy Resources Generating Holdco, LLC, a Delaware limited liability company, and Masspower Holdco, LLC, a Delaware Limited Liability Company, as members of the Company, and includes any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company.

“Membership Certificates” has the meaning set forth in ARTICLE XVIII.

“Membership Interest” has the meaning set forth in ARTICLE V.

“Officer” means an officer of the Company described in ARTICLE IX.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority.

B.Rules of Construction.

Definitions in this Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph or subdivision. The Article and Section titles appear as a matter of convenience only and shall not affect the interpretation of this Agreement. All Article, Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be references to such parts of this Agreement.

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SCHEDULE B

Members

Name	Mailing Address
Dynegy Resources Generating Holdco, LLC	601 Travis Street, Suite 1400 Houston, Texas 77002
Masspower Holdco, LLC	601 Travis Street, Suite 1400 Houston, Texas 77002

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EX-5.1

Exhibit 5.1

[WHITE & CASE LLP LETTERHEAD]

June 1, 2015

Dynegy Inc.

601 Travis, Suite 1400

Houston, Texas 77002

Re:$2,100,000,000 6.75% Senior Notes due 2019

$1,750,000,000 7.375% Senior Notes due 2022

$1,250,000,000 7.625% Senior Notes due 2024

Ladies and Gentlemen:

We have acted as counsel to Dynegy Inc., a Delaware corporation (the “Company”), and each of the subsidiaries of the Company listed on Schedule I (the “Delaware Corporate Guarantors”) and Schedule II hereto (the “Delaware Non-Corporate Guarantors” and, together with Delaware Corporate Guarantors, the “Delaware Guarantors”) in connection with the preparation and filing by the Company of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on June 1, 2015 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), and any amendments thereto, for the registration under the Securities Act of up to (i) $2,100,000,000 in aggregate principal amount of the Company’s 6.75% Senior Notes due 2019 (the “2019 Exchange Notes”) to be offered in exchange (the “2019 Notes Exchange Offer”) for any and all of its outstanding unregistered 6.75% Senior Notes due 2019 (the “2019 Old Notes”), (ii) $1,750,000,000 in aggregate principal amount of the Company’s 7.375% Senior Notes due 2022 (the “2022 Exchange Notes”) to be offered in exchange (the “2022 Notes Exchange Offer”) for any and all of its outstanding unregistered 7.375% Senior Notes due 2022 (the “2022 Old Notes”) and (iii) $1,250,000,000 in aggregate principal amount of the Company’s 7.625% Senior Notes due 2024 (the “2024 Exchange Notes” and, together with the 2019 Exchange Notes and the 2022 Exchange Notes, the “Exchange Notes”) to be offered in exchange (the “2024 Notes Exchange Offer”) for any and all of its outstanding unregistered 7.625% Senior Notes due 2024 (the “2024 Old Notes”). The 2019 Old Notes were issued and the 2019 Exchange Notes are to be issued under an indenture, dated as of October 27, 2014, as supplemented by (i) the first supplemental indenture, dated as of April 1, 2015, (ii) the second supplemental indenture, dated as of April 1, 2015, (iii) the third supplemental indenture, dated as of April 2, 2015 and (iv) the fourth supplemental indenture, dated as of May 11, 2015 (the “2019 Notes Indenture”), among the Company, as successor in interest to Dynegy Finance II, Inc., the Delaware Guarantors, the subsidiaries of the Company listed on Schedule III hereto (the “Non-Delaware Guarantors” and, together with the Delaware Guarantors, the “Guarantors”) and Wilmington Trust, National Association, as Trustee (in such capacity, the “Trustee”). The 2022 Old Notes were issued and the 2022 Exchange Notes are to be issued under an indenture, dated as of October 27, 2014, as supplemented by (i) the first supplemental indenture, dated as of April 1, 2015, (ii) the second supplemental indenture, dated as of April 1, 2015, (iii) the third supplemental indenture, dated as of April 2, 2015 and (iv) the fourth supplemental indenture, dated as of May 11, 2015 (the “2022 Notes Indenture”), among the Company, as successor in interest to Dynegy Finance II, Inc., the Guarantors and the Trustee. The 2024 Old Notes were issued and the 2024 Exchange Notes are to be issued under an indenture, dated as of October 27, 2014, as supplemented by (i) the first supplemental indenture, dated as of April 1, 2015, (ii) the second supplemental indenture, dated as of April 1, 2015, (iii) the third supplemental indenture, dated as of April 2, 2015 and (iv) the fourth supplemental indenture, dated as of May 11, 2015 (the “2024 Notes Indenture” and, together with the 2019 Notes Indenture and the 2022 Notes Indenture, the “Indentures”), among the Company, as successor in interest to Dynegy Finance II, Inc., the Guarantors and the Trustee. Each series of the Exchange Notes will be guaranteed by each of the Guarantors pursuant to the terms of the applicable Indenture. This opinion letter is rendered pursuant to Item 21(a) of Form S-4 and Item 601(b)(5) of Regulation S-K. The Indentures and the Exchange Notes are referred to herein collectively as the “Operative Documents.”

We have examined such certificates of public officials and certificates of officers of the Company and the originals (or copies thereof, certified or otherwise identified to our satisfaction) of such corporate documents, records, agreements and instruments of the Company, including the Operative Documents, and such other documents, records, agreements and instruments as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. We have

assumed the genuineness of signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile or photostatic copies. In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates of public officials and of officers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established.

Our opinions set forth herein are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, and we do not express any opinion herein concerning any other laws. For purposes of our opinion with respect to the Delaware Non-Corporate Guarantors and the Non-Delaware Guarantors, we have assumed, without conducting any independent research or investigation with respect thereto, that such Delaware Non-Corporate Guarantors and Non-Delaware Guarantors are validly existing and have the corporate, limited liability company or partnership power and authority, as applicable, to execute and deliver the Indentures and to perform their obligations thereunder, including their guarantees of the Exchange Notes. With respect to such matters, we understand that there have been filed with the Commission as exhibits to the Registration Statement opinions of: (i) Richards, Layton & Finger, P.A., with respect to the Delaware Non-Corporate Guarantors, (ii) Locke Lord LLP, with respect to certain Non-Delaware Guarantors, (iii) Hunton & Williams LLP, with respect to certain Non-Delaware Guarantors, and (iv) McDonald Hopkins LLC, with respect to certain Non-Delaware Guarantors.

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

1.when authorized, executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the 2019 Notes Indenture, and delivered in exchange for the 2019 Old Notes in accordance with the terms of the 2019 Notes Exchange Offer as set forth in the Registration Statement, (i) the 2019 Exchange Notes will constitute valid and binding obligations of the Company and (ii) the guarantees will constitute valid and binding obligations of the Guarantors in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting the enforcement of creditors’ rights generally or by general principles of equity (whether applied by a court in equity or at law);

2.when authorized, executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the 2022 Notes Indenture, and delivered in exchange for the 2022 Old Notes in accordance with the terms of the 2022 Notes Exchange Offer as set forth in the Registration Statement, (i) the 2022 Exchange Notes will constitute valid and binding obligations of the Company and (ii) the guarantees will constitute valid and binding obligations of the Guarantors in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting the enforcement of creditors’ rights generally or by general principles of equity (whether applied by a court in equity or at law); and

3.when authorized, executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the 2024 Notes Indenture, and delivered in exchange for the 2024 Old Notes in accordance with the terms of the 2024 Notes Exchange Offer as set forth in the Registration Statement, (i) the 2024 Exchange Notes will constitute valid and binding obligations of the Company and (ii) the guarantees will constitute valid and binding obligations of the Guarantors in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting the enforcement of creditors’ rights generally or by general principles of equity (whether applied by a court in equity or at law).

With your consent, we have assumed (a) that the Operative Documents have been authorized, executed and delivered by the parties thereto, (b) that the Operative Documents constitute valid, binding and enforceable obligations of the parties thereto other than the Company and the Guarantors, enforceable against such parties in accordance with their respective terms and (c) the Trustee is in compliance, generally and with respect to acting as trustee under each of the Indentures, with all applicable laws and regulations.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In

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giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

The opinions set forth in this letter are effective as of the date hereof. We do not undertake to advise you of any changes in our opinion expressed herein resulting from matters that may arise after the date of this letter or that hereinafter may be brought to our attention. We express no opinions other than as herein expressly set forth, and no opinion may be inferred or implied beyond that expressly stated herein.

Very truly yours,

/s/ White & Case LLP

GK : DJ : ST : EB

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Schedule I

Black Mountain Cogen, Inc.	Delaware
Dynegy Administrative Services Company	Delaware
Dynegy Global Liquids, Inc.	Delaware
Dynegy Power Generation Inc.	Delaware
ECP II-B (Brayton Point IP) Corp	Delaware
ECP II-C (Brayton Point IP) Corp	Delaware
EquiPower Resources Corp.	Delaware
Sithe Energies, Inc.	Delaware

Schedule II

Blue Ridge Generation LLC	Delaware
Brayton Point Holdings, LLC	Delaware
Casco Bay Energy Company, LLC	Delaware
Dighton Power, LLC	Delaware
Dynegy Coal Generation, LLC	Delaware
Dynegy Coal Holdco, LLC	Delaware
Dynegy Coal Investments Holdings, LLC	Delaware
Dynegy Coal Trading & Transportation, L.L.C.	Delaware
Dynegy Conesville, LLC	Delaware
Dynegy Dicks Creek, LLC	Delaware
Dynegy Energy Services, LLC	Delaware
Dynegy Energy Services (East), LLC	Delaware
Dynegy Equipment, LLC	Delaware
Dynegy Fayette II, LLC	Delaware
Dynegy Gas Generation, LLC	Delaware
Dynegy GasCo Holdings, LLC	Delaware
Dynegy Gas Holdco, LLC	Delaware
Dynegy Gas Imports, LLC	Delaware
Dynegy Gas Investments, LLC	Delaware
Dynegy Gas Investments Holdings, LLC	Delaware
Dynegy Generation Holdco, LLC	Delaware
Dynegy Hanging Rock II, LLC	Delaware
Dynegy Kendall Energy, LLC	Delaware
Dynegy Killen, LLC	Delaware
Dynegy Lee II, LLC	Delaware
Dynegy Marketing and Trade, LLC	Delaware
Dynegy Miami Fort, LLC	Delaware
Dynegy Midwest Generation, LLC	Delaware
Dynegy Morro Bay, LLC	Delaware
Dynegy Moss Landing, LLC	Delaware
Dynegy Oakland, LLC	Delaware
Dynegy Power, LLC	Delaware
Dynegy Resource I, LLC	Delaware
Dynegy Resource II, LLC	Delaware
Dynegy Resource III, LLC	Delaware
Dynegy Resource Holdings, LLC	Delaware
Dynegy Resources Generating Holdco, LLC	Delaware
Dynegy Resources Holdco I, LLC	Delaware
Dynegy Resources Holdco II, LLC	Delaware
Dynegy Resources Management, LLC	Delaware
Dynegy South Bay, LLC	Delaware
Dynegy Stuart, LLC	Delaware
Dynegy Washington II, LLC	Delaware
Dynegy Zimmer, LLC	Delaware
Elwood Energy Holdings, LLC	Delaware
Elwood Energy Holdings II, LLC	Delaware
Elwood Expansion Holdings, LLC	Delaware
Havana Dock Enterprises, LLC	Delaware

Lake Road Generating Company, L.P.	Delaware
Lake Road Holdings GP, LLC	Delaware
Lake Road Holdings LP, LLC	Delaware
LEP Holdings, LLC	Delaware
Liberty Electric Generation Holdings, LLC	Delaware
Liberty Electric PA 2, LLC	Delaware
Liberty Electric Power, LLC	Delaware
Masspower Holdco, LLC	Delaware
Masspower Partners I, LLC	Delaware
Masspower Partners II, LLC	Delaware
Milford Power Company, LLC	Delaware
Ontelaunee Power Operating Company, LLC	Delaware
Richland Generation Expansion, LLC	Delaware
Richland-Stryker Generation LLC	Delaware
RSG Power, LLC	Delaware
Sithe/Independence LLC	Delaware
Tomcat Power, LLC	Delaware

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Schedule III

Dynegy Commercial Asset Management, LLC	Ohio
Dynegy Operating Company	Texas
Dynegy Power Marketing, LLC	Texas
Elwood Services Company, LLC	Virginia
Illinova Corporation	Illinois
Kincaid Energy Services Company, LLC	Virginia
Kincaid Generation, L.L.C.	Virginia
Kincaid Holdings, LLC	Virginia
MASSPOWER	Massachusetts

EX-5.2

Exhibit 5.2

June 1, 2015

Dynegy Inc.

Dynegy Operating Company

Dynegy Power Marketing, LLC

Illinova Corporation

MASSPOWER

601 Travis, Suite 1400

Houston, Texas 77002

Ladies and Gentlemen:

We have acted as special counsel to Dynegy Operating Company, a Texas corporation (“DOC”), Dynegy Power Marketing, LLC, a Texas limited liability company (“DPM”), Illinova Corporation, an Illinois corporation (“Illinova”), and MASSPOWER, a Massachusetts general partnership (together with DOC, DPM, and Illinova, the “Non-Delaware Guarantors”), in connection with the offer (the “Exchange Offer”) by Dynegy Inc., a Delaware corporation (“Dynegy”), to exchange (i) up to  $2,100,000,000 in aggregate principal amount of its 6.75% Senior Notes due 2019 (the “2019 Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding unregistered 6.75% Senior Notes due 2019 (the “2019 Old Notes”), (ii) up to $1,750,000,000 in aggregate principal amount of its 7.375% Senior Notes due 2022 (the “2022 Exchange Notes”), which have been registered under the Securities Act, for any and all of its outstanding unregistered 7.375% Senior Notes due 2022 (the “2022 Old Notes”), and (iii) up to $1,250,000,000 in aggregate principal amount of its 7.625% Senior Notes due 2024 (the “2024 Exchange Notes” and, together with the 2019 Exchange Notes and the 2022 Exchange Notes, the “Exchange Notes”), which have been registered under the Securities Act, for any and all of its outstanding unregistered 7.625% Senior Notes due 2024 (the “2024 Old Notes” and, together with the 2019 Old Notes and the 2022 Old Notes, the “Old Notes”), pursuant to a registration statement (the “Registration Statement”) on Form S-4 under the Securities Act, filed with the Securities and Exchange Commission (the “Commission”) on the date hereof.

The Old Notes were issued and the Exchange Notes are to be issued under (x) the Indenture, dated as of October 27, 2014, among Dynegy, as successor in interest to Dynegy Finance II, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”), related to the 2019 Notes (as amended, supplemented or modified from time to time, the “2019 Notes Indenture”), (y) the Indenture, dated as of October 27, 2014, among Dynegy, as successor in interest to Dynegy Finance II, Inc., the guarantors party thereto and the Trustee, related to the 2022 Notes (as amended, supplemented or modified from time to time, the “2022 Notes Indenture”) and (z) the Indenture, dated as of October 27, 2014, among Dynegy, as successor in interest to Dynegy Finance II, Inc., the guarantors party thereto and

Dynegy Inc.

June 1, 2015

Page 2

the Trustee, related to the 2024 Notes (as amended, supplemented or modified from time to time, the “2024 Notes Indenture” and, together with the 2019 Notes Indenture and the 2022 Notes Indenture, the “Indentures”), as applicable. At your request, this opinion is being furnished to you for filing as Exhibit 5.2 to the Registration Statement.

In connection with the opinions expressed below, we have examined originals or copies of the following:

(a)	The Indentures;
(b)	Second Supplemental Indenture Subsidiary Guarantees, dated as of April 1, 2015, regarding the 2019 Exchange Notes and 2019 Old Notes;
(c)	Second Supplemental Indenture Subsidiary Guarantees, dated as of April 1, 2015, regarding the 2022 Exchange Notes and 2022 Old Notes;
(d)	Second Supplemental Indenture Subsidiary Guarantees, dated as of April 1, 2015, regarding the 2024 Exchange Notes and 2024 Old Notes;
(e)	Third Supplemental Indenture Subsidiary Guarantees, dated as of April 2, 2015, regarding the 2019 Exchange Notes and 2019 Old Notes;
(f)	Third Supplemental Indenture Subsidiary Guarantees, dated as of April 2, 2015, regarding the 2022 Exchange Notes and 2022 Old Notes;
(g)	Third Supplemental Indenture Subsidiary Guarantees, dated as of April 2, 2015, regarding the 2024 Exchange Notes and 2024 Old Notes;
(h)	Fourth Supplemental Indenture Subsidiary Guarantees, dated as of May 11, 2015, regarding the 2019 Exchange Notes and 2019 Old Notes;
(i)	Fourth Supplemental Indenture Subsidiary Guarantees, dated as of May 11, 2015, regarding the 2022 Exchange Notes and the 2022 Old Notes;
(j)	Fourth Supplemental Indenture Subsidiary Guarantees, dated as of May 11, 2015, regarding the 2024 Exchange Notes and the 2024 Old Notes;

Items (b) through (j), above, pursuant to which the Non-Delaware Guarantors have agreed to become parties to the Indentures as subsidiary guarantors are hereinafter referred to, collectively, as the “Supplemental Indentures”.

We have examined such certificates of public officials and certificates of officers of the Non-Delaware Guarantors, and the originals (or copies thereof, certified or otherwise identified to our satisfaction) of such corporate documents, records, agreements and instruments of the Non-Delaware Guarantors, and such other documents, records, agreements and instruments as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates of public officials and of officers of the Non-Delaware Guarantors with respect to the accuracy of material factual matters contained therein which were not independently established.

We have assumed the genuineness of signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile or photostatic copies. We also have assumed that (i) the Indentures and Supplemental Indentures have been duly authorized, executed and delivered by the Trustee and each other party thereto other than the Non-Delaware Guarantors, and constitute the legal, valid and binding obligation of the Trustee and such other parties, (ii) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective under the

Dynegy Inc.

June 1, 2015

Page 3

Securities Act and the Indentures will have been qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes will have been duly executed, authenticated and delivered in accordance with the provisions of their respective Indentures and issued in exchange for Old Notes pursuant to, and in accordance with the terms of, the Exchange Offer as contemplated in the Registration Statement.

As to the valid existence and good standing of DOC and DPM, we have relied solely upon certificates, or statements obtained through the websites, of public officials in the State of Texas, and our opinion as to such matters is not intended to provide any conclusion or assurance beyond that conveyed by those certificates or statements.  Specifically, in rendering our opinions in paragraphs 1 and 2 below as to the good standing of each of DOC and DPM in Texas, we have relied solely upon a Statement of Franchise Tax Account Status dated June 1, 2015 obtained through the website of the Office of the Comptroller of Public Accounts of Texas that indicates that, as of the date thereof, each such entity’s right to transact business in Texas is “active.”

Based on the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:

1.	DOC is a corporation validly existing and in good standing under the laws of the State of Texas and has the corporate power and authority to execute and deliver each Supplemental Indenture to which it is a party and consummate the transactions contemplated thereby.
2.	DPM is a limited liability company validly existing and in good standing under the laws of the State of Texas and has the limited liability company power and authority to execute and deliver each Supplemental Indenture to which it is a party and consummate the transactions contemplated thereby.
3.	Illinova is a corporation validly existing and in good standing under the laws of the State of Illinois and has the corporate power and authority to execute and deliver each Supplemental Indenture to which it is a party and consummate the transactions contemplated thereby.
4.	MASSPOWER is validly existing as a general partnership under the laws of the Commonwealth of Massachusetts and has the partnership power and authority to execute and deliver each Supplemental Indenture to which it is a party and consummate the transactions contemplated thereby.
5.	Each Supplemental Indenture has been duly authorized and validly executed and delivered by each Non-Delaware Guarantor.

Our opinions set forth herein are limited to the laws of the State of Texas, the State of Illinois, and the Commonwealth of Massachusetts, and we do not express any opinion herein concerning any other laws.

Dynegy Inc.

June 1, 2015

Page 4

We express no opinion as to any matter or any entity other than as set forth herein, and no such other opinion may be inferred or implied herefrom. The opinions set forth in this opinion letter are effective as of the date hereof. We do not undertake to advise you of any changes in our opinions expressed herein resulting from matters that may arise after the date of this letter or that hereinafter may be brought to our attention.

We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement. We also consent to the reference to our Firm under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Locke Lord LLP

Locke Lord LLP

EX-5.3

Exhibit 5.3

June 1, 2015

To Each of the Persons Listed
  on Schedule A Attached Hereto

Re:Dynegy Inc.- 6.75% Senior Notes due 2019, 7.375% Senior Notes Due 2022 and 7.625% Senior Notes due 2024

Ladies and Gentlemen:

We have acted as special Delaware counsel for each of the Delaware limited liability companies listed on Schedule A attached hereto (each, an “LLC” and collectively, the “LLCs”) and the Delaware limited partnership listed on Schedule B attached hereto (the “Partnership” and, together with the LLCs, the “Companies”), in connection with the matters set forth herein.  At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of executed or conformed counterparts, or copies otherwise proved to our satisfaction, of the following:

(a)Each of the documents listed on Schedule C attached hereto, as filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”);

(b)Each of the documents listed on Schedule D attached hereto (each, an “LLC Agreement”);

(c)Resolutions adopted by the written consent of the sole member or manager, as applicable, of each of the LLCs, dated as of October 10, 2014, April 1, 2015 or April 2, 2015;

(d)The document listed on Schedule E attached hereto, as filed in the office of the Secretary of State;

(e)The document listed on Schedule F attached hereto (the “LP Agreement”);

(f)Resolutions adopted by the written consent of the general partner of the Partnership (the “General Partner”), dated as of April 1, 2015;

(g)Resolutions adopted by the written consent of the sole member or members and manager, as applicable, of each of the Companies, dated May 28, 2015;

(h)Resolutions adopted by the written consent of the general partner and the limited partner of the Partnership, dated May 28, 2015;

(i)A Certificate of an Officer of each of the LLCs and the General Partner, dated May 28, 2015, as to certain matters;

(j)The 6.75% Senior Notes Due 2019 Indenture, dated as of October 27, 2014 (the “6.75% Senior Notes Indenture”), among Dynegy Finance II, Inc., a Delaware corporation (“EquiPower Issuer”), as issuer, and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”);

(k)The First Supplemental Indenture to the 6.75% Senior Notes Indenture, dated as of April 1, 2015, among Dynegy Inc., a Delaware corporation (“Dynegy”), as successor by merger to EquiPower Issuer, and the Trustee;

(l)The Second Supplemental Indenture to the 6.75% Senior Notes Indenture, dated as of April 1, 2015, among Dynegy, the Second Supplement Delaware Subsidiary Guarantors (as defined below), the other Guaranteeing Subsidiaries (as defined in the 6.75% Senior Notes Indenture) party thereto and the Trustee;

(m)The Third Supplemental Indenture to the 6.75% Senior Notes Indenture, dated as of April 2, 2015, among Dynegy, the Third Supplement Delaware Subsidiary Guarantors, the other Subsidiary Guarantors (as defined in the 6.75% Senior Notes Indenture) party thereto and the Trustee;

(n)The Fourth Supplemental Indenture to the 6.75% Senior Notes Indenture, dated as of May 11, 2015, among Dynegy, the Companies, the other Subsidiary Guarantors (as defined in the 6.75% Senior Notes Indenture) party thereto and the Trustee;

(o)The 7.375% Senior Notes Due 2022 Indenture, dated as of October 27, 2014 (the “7.375% Senior Notes Indenture”), among EquiPower Issuer, as issuer, and the Trustee;

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(p)The First Supplemental Indenture to the 7.375% Senior Notes Indenture, dated as of April 1, 2015, among Dynegy, as successor by merger to EquiPower Issuer, and the Trustee;

(q)The Second Supplemental Indenture to the 7.375% Senior Notes Indenture, dated as of April 1, 2015, among Dynegy, the Second Supplement Delaware Subsidiary Guarantors (as defined below), the other Guaranteeing Subsidiaries (as defined in the 7.375% Senior Notes Indenture) party thereto and the Trustee;

(r)The Third Supplemental Indenture to the 7.375% Senior Notes Indenture, dated as of April 2, 2015, among Dynegy, the Third Supplement Delaware Subsidiary Guarantors, the other Subsidiary Guarantors (as defined in the 7.375% Senior Notes Indenture) party thereto and the Trustee;

(s)The Fourth Supplemental Indenture to the 7.375% Senior Notes Indenture, dated as of May 11, 2015, among Dynegy, the Companies, the other Subsidiary Guarantors (as defined in the 7.375% Senior Notes Indenture) party thereto and the Trustee;

(t)The 7.625% Senior Notes Due 2024 Indenture, dated as of October 27, 2014 (the “7.625% Senior Notes Indenture”), among EquiPower Issuer, as issuer, and the Trustee;

(u)The First Supplemental Indenture to the 7.625% Senior Notes Indenture, dated as of April 1, 2015, among Dynegy, as successor by merger to EquiPower Issuer, and the Trustee;

(v)The Second Supplemental Indenture to the 7.625% Senior Notes Indenture, dated as of April 1, 2015, among Dynegy, the Second Supplement Delaware Subsidiary Guarantors (as defined below), the other Guaranteeing Subsidiaries (as defined in the 7.625% Senior Notes Indenture) party thereto and the Trustee;

(w)The Third Supplemental Indenture to the 7.625% Senior Notes Indenture, dated as of April 2, 2015, among Dynegy, the Third Supplement Delaware Subsidiary Guarantors, the other Subsidiary Guarantors (as defined in the 7.625% Senior Notes Indenture) party thereto and the Trustee;

(x)The Fourth Supplemental Indenture to the 7.625% Senior Notes Indenture, dated as of May 11, 2015, among Dynegy, the Companies, the other Subsidiary Guarantors (as defined in the 7.625% Senior Notes Indenture) party thereto and the Trustee; and

(y)A Certificate of Good Standing for each of the Companies obtained from the Secretary of State.

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The documents listed in paragraphs (i) through (w) above are hereinafter referred to collectively as the “Transaction Documents.”  The Companies listed in items 1 through 23 and items 40 through 64 of Schedule A and the Partnership are referred to herein collectively as the “Second Supplement Delaware Subsidiary Guarantors.”  The Companies other than Resource Holdings (each as defined in Schedule C attached hereto) are referred to herein collectively as the “Third Supplement Delaware Subsidiary Guarantors.”

This opinion is based upon our review of the documents listed in paragraphs (a) through (x) above and we have not reviewed any document (other than the documents listed in paragraphs (a) through (x) above) that is referred to in or incorporated by reference into any document reviewed by us.  We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.  We note that we have examined such documents as we believe are appropriate in connection with our rendering the opinions set forth herein.

With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us are genuine, (ii) all documents submitted to us as originals are authentic, (iii) all documents submitted to us as copies conform with the original copies of those documents and (iv) the documents, in the forms submitted to us for our review, have not been and will not be altered or amended in any respect material to our opinions expressed herein.

For purposes of this opinion, we have assumed (i) that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and was permitted by, the relevant provisions of said document prior to its amendment or restatement from time to time, (ii) that at all times since the formation of each of the LLCs, there has been at least one member of such LLC, (iii) that any assignment or transfer of limited liability company interests in any of the LLCs to an assignee, and the admission of such assignee as a member of such LLC, were accomplished in accordance with, and were permitted by, the limited liability company agreement of such LLC as in effect at the time of such assignment or admission, and that such LLC was continued without dissolution, (iv) that at all times since the formation of the Partnership, there has been at least one limited partner and one general partner of the Partnership who were different persons or entities, (v) that any assignment or transfer of partnership interests in the Partnership to an assignee, and the admission of such assignee as a partner of the Partnership, were accomplished in accordance with, and were permitted by, the limited partnership agreement of the Partnership as in effect at the time of such assignment or admission, and that the Partnership was continued without dissolution, (vi) except to the extent provided in paragraphs 1 and 5 below, the due organization, formation or creation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its organization, formation or creation, (vii) the legal capacity of natural persons who are signatories to the documents examined by us, (viii) except to the extent

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provided in paragraphs 2 and 6 below, that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, and (ix) except to the extent provided in paragraphs 3 and 7 below, the due authorization, execution and delivery by all parties thereto of all documents examined by us.  We have not participated in the preparation of any offering material relating to any of the Companies and assume no responsibility for the contents of any such material.

This opinion is limited to the laws of the State of Delaware (excluding the insurance, securities and blue sky laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto.  Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.  In rendering the opinions set forth herein, we express no opinion concerning (i) the creation, attachment, perfection or priority of any security interest, lien, charge or other encumbrance, or (ii) the nature or validity of title to any property.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1.Each of the LLCs is validly existing in good standing as a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “LLC Act”).

2.Each of the LLCs has all necessary limited liability company power and authority under the LLC Act and under its respective LLC Agreement to execute and deliver, and to perform its obligations under, the Transaction Documents to which it is a party.

3.The execution and delivery by each of the LLCs of the Transaction Documents to which it is a party, and the performance by each of the LLCs of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of such LLC under the LLC Act and under its respective LLC Agreement.

4.The execution, delivery and performance by each of the LLCs of the Transaction Documents to which it is a party do not violate (i) its LLC Agreement, or (ii) the LLC Act.

5.The Partnership is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et seq.) (the “LP Act”).

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6.Under the LP Act and the LP Agreement, the Partnership has all necessary partnership power and authority to execute and deliver, and to perform its obligations under, the Transaction Documents to which it is a party.

7.Under the LP Act and the LP Agreement, the execution and delivery by the Partnership of the Transaction Documents to which it is a party, and the performance by the Partnership of its obligations thereunder, have been duly authorized by all necessary partnership action on the part of the Partnership.

8.The execution, delivery and performance by the Partnership of the Transaction Documents to which it is a party do not violate (i) the Partnership Agreement, or (ii) the LP Act.

The opinions expressed above are subject to the following additional assumptions, qualifications, limitations and exceptions:

A.We note that notwithstanding any covenants to the contrary contained in the Transaction Documents: (i) a member or manager of any of the LLCs has the right or power to apply to or petition a court to decree a dissolution of such LLC pursuant to Section 18-802 of the LLC Act, and (ii) a partner of the Partnership has the right or power to apply to or petition a court to decree a dissolution of the Partnership pursuant to Section 17-802 of the LP Act.

B.At all times since the formation of each of the Companies, such Company (i) has been governed by an oral or written limited liability company agreement or limited partnership agreement, as applicable, and (ii) has not dissolved by operation of law or otherwise.

C.We express no opinion as to purported waivers of any statutory or other rights, court rules and defenses to obligations where such waivers (i) are against public policy or (ii) constitute waivers of rights which by law, regulation or judicial decision may not otherwise be waived.

We understand that you will rely as to matters of Delaware law upon this opinion in connection with the matters set forth herein.  In connection with the foregoing, we hereby consent to your relying as to matters of Delaware law upon this opinion, subject to the understanding that the opinions rendered herein are given on the date hereof and such opinions are rendered only with respect to facts existing on the date hereof and laws, rules and regulations currently in effect.  We also consent to White & Case LLP’s relying as to matters of Delaware law upon this opinion in connection with an opinion to be rendered by it on the date hereof.  Furthermore, we consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement on Form S-4, relating to the Offers to Exchange (i) up to $2,100,000,000 Registered 6.75% Senior Notes of Dynegy due 2019 and the related subsidiary guarantees for any and all of its outstanding unregistered 6.75% Senior Notes due 2019 and the related subsidiary guarantees, (ii) up to $1,750,000,000 Registered 7.375% Senior Notes of Dynegy due 2022 and the related subsidiary guarantees for any and all of its

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outstanding unregistered 7.375% Senior Notes due 2022 and the related subsidiary guarantees, and (iii) up to $1,250,000,000 Registered 7.625% Senior Notes of Dynegy due 2024 and the related subsidiary guarantees for any and all of its outstanding unregistered 7.625% Senior Notes due 2024 and the related subsidiary guarantees, as proposed to be filed by Dynegy and the other registrants thereunder with the Securities and Exchange Commission on or about the date hereof.

In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

SXL/TXB/MWM

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Schedule A

LLCs

1.  Blue Ridge Generation LLC

2.  Havana Dock Enterprises, LLC

3.  Casco Bay Energy Company, LLC

4.  Dynegy Morro Bay, LLC

5.  Dynegy Moss Landing, LLC

6.  Dynegy Oakland, LLC

7.  Dynegy South Bay, LLC

8.  Dynegy Coal Holdco, LLC

9.  Dynegy Gas Investments, LLC

10.  Dynegy Coal Investments Holdings, LLC

11.  Dynegy Gas Investments Holdings, LLC

12.  Dynegy Energy Services, LLC

13.  Dynegy Equipment, LLC

14.  Dynegy GasCo Holdings, LLC

15.  Dynegy Gas Holdco, LLC

16.  Dynegy Gas Imports, LLC

17.  Ontelaunee Power Operating Company, LLC

18.  Dynegy Kendall Energy, LLC

19.  Dynegy Marketing and Trade, LLC

20.  Dynegy Midwest Generation, LLC

21.  Dynegy Power, LLC

22.  Dynegy Coal Trading & Transportation, L.L.C.

23.  Sithe/Independence LLC

24.  Dynegy Resource Holdings, LLC

25.  Dynegy Energy Services (East), LLC

26.  Dynegy Conesville, LLC

27.  Dynegy Dicks Creek, LLC

28.  Dynegy Fayette II, LLC

29.  Dynegy Hanging Rock II, LLC

30.  Dynegy Killen, LLC

31.  Dynegy Lee II, LLC

32.  Dynegy Miami Fort, LLC

33.  Dynegy Stuart, LLC

34.  Dynegy Washington II, LLC

35.  Dynegy Zimmer, LLC

36.  Dynegy Coal Generation, LLC

37.  Dynegy Gas Generation, LLC

38.  Dynegy Generation Holdco, LLC

39.  Dynegy Resource I, LLC

40.  Dynegy Resources Holdco I, LLC

41.  Dynegy Resources Holdco II, LLC

42.  Dynegy Resources Generating Holdco, LLC

43.  Richland Generation Expansion, LLC

44.  Milford Power Company, LLC

45.  Lake Road Holdings GP, LLC

46.  Lake Road Holdings LP, LLC

47.  RSG Power, LLC

48.  Richland-Stryker Generation LLC

49.  Dynegy Resources Management, LLC

50.  Dighton Power, LLC

51.  Masspower Holdco, LLC

52.  Masspower Partners I, LLC

53.  Masspower Partners II, LLC

54.  Liberty Electric Generation Holdings, LLC

55.  LEP Holdings, LLC

56.  Liberty Electric PA 2, LLC

57.  Liberty Electric Power, LLC

58.  Tomcat Power, LLC

59.  Elwood Expansion Holdings, LLC

60.  Elwood Energy Holdings, LLC

61.  Elwood Energy Holdings II, LLC

62.  Brayton Point Holdings, LLC

63.  Dynegy Resource II, LLC

64.  Dynegy Resource III, LLC

Schedule B

LP

Lake Road Generating Company, L.P.

Schedule C

LLC Certificates

1.The Certificate of Formation of Blue Ridge Generation LLC, a Delaware limited liability company (“Blue Ridge”), dated May 21, 2001, as filed in the office of the Secretary of State on May 21, 2001, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Blue Ridge, as filed in the office of the Secretary of State on December 23, 2013.

2.The Certificate of Formation of Havana Dock Enterprises, LLC, a Delaware limited liability company (“Havana”), dated April 10, 2001, as filed in the office of the Secretary of State on April 10, 2001, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Havana, as filed in the office of the Secretary of State on December 23, 2013.

3.The Certificate of Formation of Casco Bay Energy Company, LLC, a Delaware limited liability company (“Casco Bay”), dated April 24, 1996, as filed in the office of the Secretary of State on April 24, 1996, as restored by the Certificate to Restore Good Standing of Casco Bay, dated June 15, 1998, as filed in the office of the Secretary of State on June 15, 1998, and as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Casco Bay, as filed in the office of the Secretary of State on December 23, 2013.

4.The Certificate of Formation of Dynegy Morro Bay, LLC, a Delaware limited liability company (“Morro Bay”), dated as of November 17, 1997, as filed in the office of the Secretary of State on November 17, 1997, as restored by the Certificate to Restore Good Standing, dated June 17, 1998, as filed in the office of the Secretary of State on June 18, 1998, as amended by the Certificate of Amendment of Morro Bay, dated June 9, 1998, as filed in the office of the Secretary of State on July 9, 1998, as further amended by the Certificate of Amendment to Certificate of Formation of Morro Bay, dated May 5, 2006, as filed in the office of the Secretary of State on May 5, 2006, as further amended by the Certificate of Amendment of Certificate of Formation of Morro Bay, dated April 2, 2007, as filed in the office of the Secretary of State on April 2, 2007, and as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Morro Bay, as filed in the office of the Secretary of State on December 23, 2013.

5.The Certificate of Formation of Dynegy Moss Landing, LLC, a Delaware limited liability company (“Moss Landing”), dated as of November 17, 1997, as filed in the office of the Secretary of State on November 17, 1997, as restored by the Certificate to Restore Good Standing, dated June 17, 1998, as filed in the office of the Secretary of State on June 19, 1998, as amended by the Certificate of Amendment of Moss Landing, dated June 9, 1998, as filed in the office of the Secretary of State on July 9, 1998, as further amended by the Certificate of Amendment to Certificate of Formation of Moss Landing, dated May 5, 2006, as filed in the office of the Secretary of State on May 5, 2006, as further amended by the Certificate of Amendment of Certificate of Formation of Moss Landing, dated April 2, 2007, as filed in the

office of the Secretary of State on April 2, 2007, and as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Moss Landing, as filed in the office of the Secretary of State on December 23, 2013.

6.The Certificate of Formation of Dynegy Oakland, LLC, a Delaware limited liability company (“Oakland”), dated as of November 17, 1997, as filed in the office of the Secretary of State on November 17, 1997, as restored by the Certificate to Restore Good Standing, dated June 17, 1998, as filed in the office of the Secretary of State on June 19, 1998, as amended by the Certificate of Amendment of Oakland, dated June 9, 1998, as filed in the office of the Secretary of State on July 9, 1998, as further amended by the Certificate of Amendment to Certificate of Formation of Oakland, dated May 5, 2006, as filed in the office of the Secretary of State on May 5, 2006, as further amended by the Certificate of Amendment of Certificate of Formation of Oakland, dated April 2, 2007, as filed in the office of the Secretary of State on April 2, 2007, and as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Oakland, as filed in the office of the Secretary of State on December 23, 2013.

7.The Certificate of Formation of Dynegy South Bay, LLC, a Delaware limited liability company (“South Bay”), dated November 11, 1998, as filed in the office of the Secretary of State on November 12, 1998, as amended by the Certificate of Amendment to Certificate of Formation of South Bay, dated May 5, 2006, as filed in the office of the Secretary of State on May 5, 2006, as further amended by the Certificate of Amendment of Certificate of Formation of South Bay, dated April 2, 2007, as filed in the office of the Secretary of State on April 2, 2007, and as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of South Bay, as filed in the office of the Secretary of State on December 23, 2013.

8.The Certificate of Formation of Dynegy Coal Holdco, LLC, a Delaware limited liability company (“Coal Holdco”), dated August 1, 2011, as filed in the office of the Secretary of State on August 1, 2011, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Coal Holdco, as filed in the office of the Secretary of State on December 23, 2013.

9.The Certificate of Formation of Dynegy Gas Investments, LLC, a Delaware limited liability company (“Gas Investments”), dated August 1, 2011, as filed in the office of the Secretary of State on August 1, 2011, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Gas Investments, as filed in the office of the Secretary of State on December 23, 2013.

10.The Certificate of Formation of Dynegy Coal Investments Holdings, LLC, a Delaware limited liability company (“Coal Holdings”), dated August 1, 2011, as filed in the office of the Secretary of State on August 1, 2011, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Coal Holdings, as filed in the office of the Secretary of State on December 23, 2013.

11.The Certificate of Formation of Dynegy Gas Investments Holdings, LLC, a Delaware limited liability company (“Gas Holdings”), dated August 1, 2011, as filed in the

office of the Secretary of State on August 1, 2011, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Gas Holdings, as filed in the office of the Secretary of State on December 23, 2013.

12.The Certificate of Formation of Dynegy Energy Services, LLC, a Delaware limited liability company (“Energy Services”), dated January 2, 2013, as filed in the office of the Secretary of State on January 2, 2013, as amended by the Certificate of Amendment of Certificate of Formation of Energy Services, dated October 21, 2013, as filed in the office of the Secretary of State on October 21, 2013, and as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Energy Services, as filed in the office of the Secretary of State on December 23, 2013.

13.The Certificate of Formation of Dynegy Equipment, LLC, a Delaware limited liability company (“Dynegy Equipment”), dated October 19, 1999, as filed in the office of the Secretary of State on October 19, 1999, as amended by the Certificate of Amendment of Certificate of Formation of Dynegy Equipment, dated April 2, 2007, as filed in the office of the Secretary of State on April 3, 2007, and as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Dynegy Equipment, as filed in the office of the Secretary of State on December 23, 2013.

14.The Certificate of Formation of Dynegy GasCo Holdings, LLC, a Delaware limited liability company (“Dynegy GasCo”), dated August 1, 2011, as filed in the office of the Secretary of State on August 1, 2011, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Dynegy GasCo, as filed in the office of the Secretary of State on December 23, 2013.

15.The Certificate of Formation of Dynegy Gas Holdco, LLC, a Delaware limited liability company (“Gas Holdco”), dated August 1, 2011, as filed in the office of the Secretary of State on August 1, 2011, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Gas Holdco, as filed in the office of the Secretary of State on December 23, 2013.

16.The Certificate of Formation of Dynegy Gas Imports, LLC, a Delaware limited liability company (“Gas Imports”), dated as of March 22, 2007, as filed in the office of the Secretary of State on March 22, 2007, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Gas Imports, as filed in the office of the Secretary of State on December 23, 2013.

17.The Certificate of Formation of Ontelaunee Power Operating Company, LLC, a Delaware limited liability company (“Ontelaunee Power”), dated August 26, 2004, as filed in the office of the Secretary of State on August 26, 2004, as amended by the Certificate of Amendment to Certificate of Formation of Ontelaunee Power, dated July 25, 2005, as filed in the office of the Secretary of State on July 25, 2005, as further amended by the Certificate of Amendment, dated May 14, 2007, as filed in the office of the Secretary of State on May 14, 2007, and as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Ontelaunee Power, as filed in the office of the Secretary of State on December 23, 2013.

18.The Certificate of Formation of Dynegy Kendall Energy, LLC, a Delaware limited liability company (“Kendall Energy”), dated November 2, 1998, as filed in the office of the Secretary of State on November 2, 1998, as amended by the Certificate of Amendment of Certificate of Formation of Kendall Energy, dated April 2, 2007, as filed in the office of the Secretary of State on April 3, 2007, and as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Kendall Energy, as filed in the office of the Secretary of State on December 23, 2013.

19.The Certificate of Formation of Dynegy Marketing and Trade, LLC, a Delaware limited liability company (“DMT”), dated as of November 13, 2008, as filed in the office of the Secretary of State on November 14, 2008, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of DMT, as filed in the office of the Secretary of State on December 23, 2013.

20.The Certificate of Formation of Dynegy Midwest Generation, LLC, a Delaware limited liability company (“Midwest Generation”), dated August 1, 2011, as filed in the office of the Secretary of State on August 1, 2011, as modified by the Certificate of Merger, dated August 4, 2011, as filed in the office of the Secretary of State on August 4, 2011, and as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Midwest Generation, as filed in the office of the Secretary of State on December 23, 2013.

21.The Certificate of Formation of Dynegy Power, LLC, a Delaware limited liability company (“Dynegy Power”), dated August 4, 2011, as filed in the office of the Secretary of State on August 4, 2011, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Dynegy Power, as filed in the office of the Secretary of State on December 23, 2013.

22.The Certificate of Formation of Dynegy Coal Trading & Transportation, L.L.C., a Delaware limited liability company (“Coal Trading”), dated January 13, 2000, as filed in the office of the Secretary of State on January 13, 2000, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Coal Trading, as filed in the office of the Secretary of State on December 23, 2013.

23.The Certificate of Formation of Sithe/Independence LLC, a Delaware limited liability company (“Sithe LLC”), dated as of August 13, 2002, as filed in the office of the Secretary of State on August 13, 2002, as amended by the Certificate of Amendment to the Certificate of Formation of Sithe LLC, dated February 14, 2005, as filed in the office of the Secretary of State on February 18, 2005, and as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Sithe LLC, as filed in the office of the Secretary of State on December 23, 2013.

24.The Certificate of Formation of Dynegy Resource Holdings, LLC, a Delaware limited liability company (“Resource Holdings”), dated August 8, 2014, as filed in the office of the Secretary of State on August 8, 2014.

25.The Certificate of Formation of Dynegy Energy Services (East), LLC, a Delaware limited liability company (“Energy Services East”), dated December 9, 2003, as filed in the office of the Secretary of State on December 9, 2003, as amended by the Certificate of Amendment of Energy Services East, dated March 3, 2006, as filed in the office of the Secretary of State on April 3, 2006, as further amended by the Certificate of Amendment of Energy Services East, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015.

26.The Certificate of Formation of Dynegy Conesville, LLC, a Delaware limited liability company (“Conesville”), dated as of May 31, 2012, as filed in the office of the Secretary of State on May 31, 2012, as amended by the Certificate of Amendment of Conesville, dated June 4, 2012, as filed in the office of the Secretary of State on June 4, 2012, as further amended by the Certificate of Amendment of Conesville, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015, as amended and restated by the Amended and Restated Certificate of Formation of Conesville, dated as of May 28, 2015, as filed in the office of the Secretary of State on May 29, 2015.

27.The Certificate of Formation of Dynegy Dicks Creek, LLC, a Delaware limited liability company (“Dicks Creek”), dated as of May 31, 2012, as filed in the office of the Secretary of State on May 31, 2012, as amended by the Certificate of Amendment of Dicks Creek, dated June 4, 2012, as filed in the office of the Secretary of State on June 4, 2012, as further amended by the Certificate of Amendment of Dicks Creek, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015, as amended and restated by the Amended and Restated Certificate of Formation of Dicks Creek, dated as of May 28, 2015, as filed in the office of the Secretary of State on May 29, 2015.

28.The Certificate of Formation of Dynegy Fayette II, LLC, a Delaware limited liability company (“Fayette”), dated October 14, 2010, as filed in the office of the Secretary of State on October 14, 2010, as amended by the Certificate of Amendment of Fayette, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015.

29.The Certificate of Formation of Dynegy Hanging Rock II, LLC, a Delaware limited liability company (“Hanging Rock”), dated October 14, 2010, as filed in the office of the Secretary of State on October 14, 2010, as amended by the Certificate of Amendment of Hanging Rock, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015.

30.The Certificate of Formation of Dynegy Killen, LLC, a Delaware limited liability company (“Killen”), dated as of May 31, 2012, as filed in the office of the Secretary of State on May 31, 2012, as amended by the Certificate of Amendment of Killen, dated June 4, 2012, as filed in the office of the Secretary of State on June 4, 2012, as further amended by the Certificate of Amendment of Killen, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015, as amended and restated by the Amended and Restated Certificate of Formation of Killen, dated as of May 28, 2015, as filed in the office of the Secretary of State on May 29, 2015.

31.The Certificate of Formation of Dynegy Lee II, LLC, a Delaware limited liability company (“Lee”), dated October 14, 2010, as filed in the office of the Secretary of State on October 14, 2010, as amended by the Certificate of Amendment of Lee, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015.

32.The Certificate of Formation of Dynegy Miami Fort, LLC, a Delaware limited liability company (“Miami Fort”), dated as of May 31, 2012, as filed in the office of the Secretary of State on May 31, 2012, as amended by the Certificate of Amendment of Miami Fort, dated June 4, 2012, as filed in the office of the Secretary of State on June 4, 2012, as further amended by the Certificate of Amendment of Miami Fort, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015, as amended and restated by the Amended and Restated Certificate of Formation of Miami Fort, dated as of May 28, 2015, as filed in the office of the Secretary of State on May 29, 2015.

33.The Certificate of Formation of Dynegy Stuart, LLC, a Delaware limited liability company (“Stuart”), dated as of May 31, 2012, as filed in the office of the Secretary of State on May 31, 2012, as amended by the Certificate of Amendment of Stuart, dated June 4, 2012, as filed in the office of the Secretary of State on June 4, 2012, as further amended by the Certificate of Amendment of Stuart, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015, as amended and restated by the Amended and Restated Certificate of Formation of Stuart, dated as of May 28, 2015, as filed in the office of the Secretary of State on May 29, 2015 .

34.The Certificate of Formation of Dynegy Washington II, LLC, a Delaware limited liability company (“Washington”), dated October 14, 2010, as filed in the office of the Secretary of State on October 14, 2010, as amended by the Certificate of Amendment of Washington, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015.

35.The Certificate of Formation of Dynegy Zimmer, LLC, a Delaware limited liability company (“Zimmer”), dated as of May 31, 2012, as filed in the office of the Secretary of State on May 31, 2012, as amended by the Certificate of Amendment of Zimmer, dated June 4, 2012, as filed in the office of the Secretary of State on June 4, 2012, as further amended by the Certificate of Amendment of Zimmer, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015, as amended and restated by the Amended and Restated Certificate of Formation of Zimmer, dated as of May 28, 2015, as filed in the office of the Secretary of State on May 29, 2015.

36.The Certificate of Formation of Dynegy Coal Generation, LLC, a Delaware limited liability company (“Coal Generation”), dated as of May 31, 2012, as filed in the office of the Secretary of State on May 31, 2012, as amended by the Certificate of Amendment of Coal Generation, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015, as amended and restated by the Amended and Restated Certificate of Formation of Coal Generation, dated as of May 28, 2015, as filed in the office of the Secretary of State on May 29, 2015.

37.The Certificate of Formation of Dynegy Gas Generation, LLC, a Delaware limited liability company (“Gas Generation”), dated as of May 31, 2012, as filed in the office of

the Secretary of State on May 31, 2012, as amended by the Certificate of Amendment of Gas Generation, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015, as amended and restated by the Amended and Restated Certificate of Formation of Gas Generation, dated as of May 28, 2015, as filed in the office of the Secretary of State on May 29, 2015.

38.The Certificate of Formation of Dynegy Generation Holdco, LLC, a Delaware limited liability company (“Generation Holdco”), dated as of May 31, 2012, as filed in the office of the Secretary of State on May 31, 2012, as amended by the Certificate of Amendment of Generation Holdco, dated April 2, 2015, as filed in the office of the Secretary of State on April 2, 2015, as amended and restated by the Amended and Restated Certificate of Formation of Generation Holdco, dated as of May 28, 2015, as filed in the office of the Secretary of State on May 29, 2015.

39.The Certificate of Formation of Dynegy Resource I, LLC, a Delaware limited liability company (“Resource I”), dated August 18, 2014, as filed in the office of the Secretary of State on August 18, 2014.

40.The Certificate of Formation of Dynegy Resources Holdco I, LLC, a Delaware limited liability company (“Resources Holdco I”), dated as of March 18, 2011, as filed in the office of the Secretary of State on March 18, 2011, as amended by the Certificate of Amendment to Certificate of Formation of Resources Holdco I, dated April 1, 2015, as filed in the office of the Secretary of State on April 1, 2015.

41.The Certificate of Formation of Dynegy Resources Holdco II, LLC, a Delaware limited liability company (“Resources Holdco II”), dated as of November 22, 2013, as filed in the office of the Secretary of State on November 22, 2013, as amended by the Certificate of Amendment to Certificate of Formation of Resources Holdco II, dated April 1, 2015, as filed in the office of the Secretary of State on April 1, 2015.

42.The Certificate of Formation of Dynegy Resources Generating Holdco, LLC, a Delaware limited liability company (“Resources Generating Holdco”), dated as of December 22, 2010, as filed in the office of the Secretary of State on December 22, 2010, as amended by the Certificate of Amendment to Certificate of Formation of Resources Generating Holdco, dated April 1, 2015, as filed in the office of the Secretary of State on April 1, 2015.

43.The Certificate of Formation of Richland Generation Expansion, LLC, a Delaware limited liability company (“Richland Expansion”), dated June 18, 2013, as filed in the office of the Secretary of State on June 18, 2013, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Richland Expansion, as filed in the office of the Secretary of State on January 6, 2014, and as further amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Richland Expansion, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

44.The Certificate of Formation of Milford Power Company, LLC, a Delaware limited liability company (“Milford”), dated December 11, 1998, as filed in the office of the Secretary of State on December 11, 1998, as modified by the Certificate of Merger, dated

December 11, 1998, as filed in the office of the Secretary of State on December 11, 1998, as amended by the Certificate of Amendment, dated February 6, 2007, as filed in the office of the Secretary of State on February 6, 2007, as amended and restated by the Amended and Restated Certificate of Formation of Milford, dated as of January 25, 2011, as filed in the office of the Secretary of State on January 25, 2011, as modified by the Certificate of Merger of Milford Holdco LLC With and Into Milford, dated December 21, 2011, as filed in the office of the Secretary of State on December 21, 2011, and as amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Milford, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

45.The Certificate of Formation of Lake Road Holdings GP, LLC, a Delaware limited liability company (“Lake Road GP”), dated as of January 30, 2007, as filed in the office of the Secretary of State on January 30, 2007, as amended by the Certificate of Amendment of Lake Road GP, dated as of May 20, 2010, as filed in the office of the Secretary of State on May 20, 2010, and as further amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Lake Road GP, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

46.The Certificate of Formation of Lake Road Holdings LP, LLC, a Delaware limited liability company (“Lake Road Holdings”), dated as of January 30, 2007, as filed in the office of the Secretary of State on January 30, 3007, as amended by the Certificate of Amendment of Lake Road Holdings, dated as of May 20, 2010, as filed in the office of the Secretary of State on May 20, 2010, and as further amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Lake Road Holdings, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

47.The Certificate of Formation of RSG Power, LLC, a Delaware limited liability company (“RSG”), dated as of October 1, 2013, as filed in the office of the Secretary of State on October 1, 2013, as amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of RSG, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

48.The Certificate of Formation of Richland-Stryker Generation LLC, a Delaware limited liability company (“Richland-Stryker”), dated July 29, 2011, as filed in the office of the Secretary of State on July 29, 2011, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Richland-Stryker, as filed in the office of the Secretary of State on November 30, 2012, as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Richland-Stryker, as filed in the office of the Secretary of State on January 6, 2014, and as further amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Richland-Stryker, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

49.The Certificate of Formation of Dynegy Resources Management, LLC, a Delaware limited liability company (“Resources Management”), dated as of April 16, 2010, as filed in the office of the Secretary of State on April 16, 2010, as amended by the Certificate of

Amendment to Certificate of Formation of Resources Management, dated April 1, 2015, as filed in the office of the Secretary of State on April 1, 2015.

50.The Certificate of Formation of Dighton Power, LLC, a Delaware limited liability company (“Dighton”), dated July 31, 2006, as filed in the office of the Secretary of State on July 31, 2006, as amended by the Certificate of Amendment of Dighton, dated as of May 25, 2010, as filed in the office of the Secretary of State on May 25, 2010, and as further amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Dighton, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

51.The Certificate of Formation of Masspower Holdco, LLC, a Delaware limited liability company (“Masspower”), dated as of December 21, 2005, as filed in the office of the Secretary of State on December 21, 2005, as amended by the Certificate of Amendment of Masspower, dated June 2, 2006, as filed in the office of the Secretary of State on June 2, 2006, as further amended by the Certificate of Amendment of Certificate of Formation of Masspower, dated May 2, 2007, as filed in the office of the Secretary of State on May 3, 2007, as further amended by the Certificate of Amendment to Certificate of Formation of Masspower, dated October 12, 2007, as filed in the office of the Secretary of State on October 12, 2007, as further amended by the Certificate of Amendment of Masspower, dated as of May 20, 2010, as filed in the office of the Secretary of State on May 20, 2010, and as further amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Masspower, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

52.The Certificate of Formation of Masspower Partners I, LLC, a Delaware limited liability company (“Masspower Partners I”), dated as of December 6, 2005, as filed in the office of the Secretary of State on December 6, 2005, as amended by the Certificate of Amendment of Masspower Partners I, dated June 2, 2006, as filed in the office of the Secretary of State on June 2, 2006, as further amended by the Certificate of Amendment of Certificate of Formation of Masspower Partners I, dated May 2, 2007, as filed in the office of the Secretary of State on May 3, 2007, as further amended by the Certificate of Amendment to Certificate of Formation of Masspower Partners I, dated October 12, 2007, as filed in the office of the Secretary of State on October 12, 2007, as further amended by the Certificate of Amendment of Masspower Partners I, dated as of May 20, 2010, as filed in the office of the Secretary of State on May 20, 2010, and as further amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Masspower Partners I, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

53.The Certificate of Formation of Masspower Partners II, LLC, a Delaware limited liability company (“Masspower Partners II”), dated as of December 6, 2005, as filed in the office of the Secretary of State on December 6, 2005, as amended by the Certificate of Amendment of Masspower Partners II, dated June 2, 2006, as filed in the office of the Secretary of State on June 2, 2006, as further amended by the Certificate of Amendment of Certificate of Formation of Masspower Partners II, dated May 2, 2007, as filed in the office of the Secretary of State on May 3, 2007, as further amended by the Certificate of Amendment to Certificate of Formation of Masspower Partners II, dated October 12, 2007, as filed in the office of the Secretary of State on October 12, 2007, as further amended by the Certificate of Amendment of

Masspower Partners II, dated as of May 20, 2010, as filed in the office of the Secretary of State on May 20, 2010, and as further amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Masspower Partners II, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

54.The Certificate of Formation of Liberty Electric Generation Holdings, LLC, a Delaware limited liability company (“Liberty Holdings”), dated October 17, 2005, as filed in the office of the Secretary of State on October 17, 2005, as amended by the Certificate of Amendment of Liberty Holdings, dated October 12, 2007, as filed in the office of the Secretary of State on October 15, 2007, and as further amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Liberty Holdings, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

55.The Certificate of Formation of LEP Holdings, LLC, a Delaware limited liability company (“LEP”), dated as of November 18, 2004, as filed in the office of the Secretary of State on November 18, 2004, as amended by the Certificate of Amendment to Certificate of Formation of LEP, dated April 24, 2007, as filed in the office of the Secretary of State on April 24, 2007, as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of LEP, as filed in the office of the Secretary of State on November 4, 2011, and as further amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of LEP, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

56.The Certificate of Formation of Liberty Electric PA 2, LLC, a Delaware limited liability company (“Liberty PA 2”), dated May 31, 2007, as filed in the office of the Secretary of State on May 31, 2007, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Liberty PA 2, as filed in the office of the Secretary of State on November 4, 2011, and as further amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Liberty PA 2, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

57.The Certificate of Formation of Liberty Electric Power, LLC, a Delaware limited liability company (“Liberty Power”), dated July 10, 1998, as filed in the office of the Secretary of State on July 15, 1998, as amended by the Certificate of Amendment to Certificate of Formation of Liberty Power, dated December 6, 2002, as filed in the office of the Secretary of State on February 5, 2003, as further amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Liberty Power, as filed in the office of the Secretary of State on November 4, 2011, and as further amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Liberty Power, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

58.The Certificate of Formation of Tomcat Power, LLC, a Delaware limited liability company (“Tomcat”), dated as of March 4, 2013, as filed in the office of the Secretary of State on March 4, 2013, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Tomcat, as filed in the office of the Secretary of State on March 25, 2013, and as further amended by the Certificate of Amendment Changing Only the

Registered Office and Registered Agent of Tomcat, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

59.The Certificate of Formation of Elwood Expansion Holdings, LLC, a Delaware limited liability company (“Elwood Expansion”), dated as of August 21, 2013, as filed in the office of the Secretary of State on August 22, 2013, as amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Elwood Expansion, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

60.The Certificate of Formation of Elwood Energy Holdings, LLC, a Delaware limited liability company (“Elwood Energy”), dated November 27, 2012, as filed in the office of the Secretary of State on November 27, 2012, as amended by the Certificate of Amendment of Elwood Energy, dated August 30, 2013, as filed in the office of the Secretary of State on August 30, 2013, and as further amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Elwood Energy, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

61.The Certificate of Formation of Elwood Energy Holdings II, LLC, a Delaware limited liability company (“Elwood Energy II”), dated as of October 24, 2014, as filed in the office of the Secretary of State on October 24, 2014, as amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Elwood Energy II, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

62.The Certificate of Formation of Brayton Point Holdings, LLC, a Delaware limited liability company (“Brayton”), dated as of March 19, 2013, as filed in the office of the Secretary of State on March 19, 2013, as amended by the Certificate of Amendment Changing Only the Registered Office or Registered Agent of Brayton, as filed in the office of the Secretary of State on March 25, 2013, as modified by the Certificate of Merger of Dynegy Resource III-A, LLC into Brayton, dated April 1, 2015, as filed in the office of the Secretary of State on April 1, 2015, and as amended by the Certificate of Amendment Changing Only the Registered Office and Registered Agent of Brayton, dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

63.The Certificate of Formation of Dynegy Resource II, LLC, a Delaware limited liability company (“Resource II”), dated August 18, 2014, as filed in the office of the Secretary of State on August 18, 2014.

64.The Certificate of Formation of Dynegy Resource III, LLC, a Delaware limited liability company (“Resource III”), dated August 18, 2014, as filed in the office of the Secretary of State on August 18, 2014.

Schedule D

LLC Agreements

1.The Limited Liability Company Agreement of Blue Ridge, dated as of May 21, 2001, entered into by Blue Ridge Generation Inc., as the sole member, as amended by the First Amendment thereto, dated as of January 23, 2014, entered into by Dynegy Power, as the sole member.

2.The Limited Liability Company Agreement of Havana, dated as of April 10, 2001, entered into by DMG Enterprises, Inc. (“DMG Enterprises”), as the sole member, as amended by the Written Consent of the Sole Member of Havana, dated as of January 12, 2004, executed by DMG Enterprises, and as further amended by the First Amendment to the Limited Liability Company Agreement of Havana, dated as of January 23, 2014, entered into by Dynegy and Midwest Generation.

3.The Limited Liability Company Agreement of Casco Bay, dated as of April 23, 1996, entered into by Christian A. Herter III, Alexander Ellis III, Philip M. Huyck and Julia R. Richardson, as the members (the “Initial Members”), as amended and restated by the Amended and Restated Limited Liability Company Agreement of Casco Bay, dated as of April 23, 1998, entered into by the Initial Members and Duke Energy North America, LLC (formerly known as Duke Energy Power Services, LLC), a Delaware limited liability company (“Duke Energy North America”), as further amended and restated by the Second Amended and Restated Limited Liability Company Agreement of Casco Bay, dated May 3, 1999, entered into by Duke Energy North America, as the sole member, as further amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Casco Bay, dated as of May 4, 2006, entered into by Dynegy Gen Finance Co, LLC (formerly known as LSP Gen Finance Co, LLC), a Delaware limited liability company (“Gen Finance”), as the sole member, and as amended by the First Amendment to the Amended and Restated Limited Liability Company Operating Agreement of Casco Bay, dated as of January 23, 2014, entered into by Dynegy Power Generation Inc. (formerly known as Dynegy Power Generation, LLC, a Delaware limited liability company), a Delaware corporation (“Dynegy Power Generation”), as the sole member.

4.The Limited Liability Company Agreement of Morro Bay, dated as of November 17, 1997, entered into by Duke Energy Global Asset Development, Inc. (“Duke Energy Global”), as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Morro Bay, dated May 3, 1999, entered into by Duke Energy Global, as the sole member, as further amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Morro Bay, dated as of May 4, 2006, entered into by Dynegy Morro Bay Holdings, LLC (formerly known as LSP Morro Bay Holdings, LLC), a Delaware limited liability company (“Morro Bay Holdings”), as the sole member, as amended by the Written Consent of the Sole Member of Morro Bay, dated April 2, 2007, executed by Morro Bay Holdings, and as further amended by the First Amendment to the Amended and Restated Limited Liability Company Operating Agreement of Morro Bay, dated as of January 23, 2014, entered into by Dynegy Power Generation, as the sole member.

5.The Limited Liability Company Agreement of Moss Landing, dated as of November 17, 1997, entered into by Duke Energy Global, as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Moss Landing, dated May 3, 1999, entered into by Duke Energy Global, as the sole member, as further amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Moss Landing, dated as of May 4, 2006, entered into by Gen Finance, as the sole member, as amended by the Written Consent of the Sole Member of Moss Landing, dated April 2, 2007, executed by Gen Finance, and as further amended by the First Amendment to the Amended and Restated Limited Liability Company Operating Agreement of Moss Landing, dated as of January 23, 2014, entered into by Dynegy Power Generation, as the sole member.

6.The Limited Liability Company Agreement of Oakland, dated as of November 17, 1997, entered into by Duke Energy Global, as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Oakland, dated May 3, 1999, entered into by Duke Energy Global, as the sole member, as further amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Oakland, dated as of May 4, 2006, entered into by Dynegy Oakland Holdings, LLC (formerly known as LSP Oakland Holdings, LLC), a Delaware limited liability company (“Oakland Holdings”), as the sole member, as amended by the Written Consent of the Sole Member of Oakland, dated April 2, 2007, executed by Oakland Holdings, and as further amended by the First Amendment to the Amended and Restated Limited Liability Company Operating Agreement of Oakland, dated as of January 23, 2014, entered into by Dynegy Power Generation, as the sole member.

7.The Limited Liability Company Agreement of South Bay, dated as of November 12, 1998, entered into by Duke Energy Global, as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of South Bay, dated May 3, 1999, entered into by Duke Energy Global, as the sole member, as further amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of South Bay, dated as of May 4, 2006, entered into by Dynegy South Bay Holdings, LLC (formerly known as LSP South Bay Holdings, LLC), a Delaware limited liability company, as the sole member, and as amended by the First Amendment to the Amended and Restated Limited Liability Company Operating Agreement of South Bay, dated as of January 23, 2014, entered into by Dynegy Power Generation, as the sole member.

8.The Limited Liability Company Operating Agreement of Coal Holdco, dated as of August 4, 2011, entered into by Gas Investments, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as modified by the Membership Interest Purchase Agreement, dated as of September 1, 2011, between Gas Investments and Dynegy, as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Coal Holdco, dated as of September 1, 2011, entered into by Dynegy, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Coal Holdco, dated as of October 7, 2011, entered into by Dynegy, as the member, and accepted and agreed to by the Operating Managers, the Independent

Manager and the Springing Member (each as defined therein), and as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of Coal Holdco, dated as of April 23, 2013, entered into by Dynegy, as the sole equity member.

9.The Limited Liability Company Operating Agreement of Gas Investments, dated as of August 4, 2011, entered into by Dynegy Power Marketing, Inc., a Texas corporation (“Power Marketing”), as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as modified by the Membership Interest Transfer Document, dated August 4, 2011, made by Dynegy Power Marketing, LLC, a Texas limited liability company (“Power Marketing LLC”) in favor of Dynegy Holdings, LLC, a Delaware limited liability company (formerly known as Dynegy Holdings, Inc., a Delaware corporation) (“Dynegy Holdings”), as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Gas Investments, dated as of August 4, 2011, entered into by Dynegy Holdings, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Gas Investments, dated as of August 30, 2011, entered into by Dynegy Holdings, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), and as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of Gas Investments, dated as of November 28, 2012, entered into by Dynegy, as the sole equity member.

10.The Limited Liability Company Operating Agreement of Coal Holdings, dated as of August 4, 2011, entered into by Coal Holdco, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Coal Holdings, dated as of April 23, 2013, entered into by Coal Holdco, as the sole equity member.

11.The Limited Liability Company Operating Agreement of Gas Holdings, dated as of August 4, 2011, entered into by Gas Holdco, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Gas Holdings, dated as of April 23, 2013, entered into by Gas Holdco, as the sole equity member.

12.The Limited Liability Company Agreement of Energy Services, dated as of January 2, 2013, entered into by Dynegy, as the sole equity member, as amended by the First Amendment thereto, dated as of January 23, 2014, entered into by Dynegy, as the sole member.

13.The Limited Liability Company Agreement of Dynegy Equipment, dated as of October 19, 1999, entered into by Granite II Holding, LLC, as the sole member, as modified by the Membership Interest Transfer Document, dated August 4, 2011, made by Power Marketing LLC in favor of Dynegy Power, as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Dynegy Equipment, dated as of August 4, 2011, entered into by Dynegy Power, as the sole new equity member and Dynegy

Equipment, and acknowledged by Power Marketing LLC, as further modified by the Membership Transfer Document, dated August 4, 2011, made by Dynegy Power in favor of Kendall Energy, and as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Dynegy Equipment, dated as of August 4, 2011, entered into by Kendall Energy, as the sole new equity member, and Dynegy Equipment and acknowledged by Dynegy Power.

14.The Limited Liability Company Operating Agreement of Dynegy GasCo, dated as of August 4, 2011, entered into by Gas Investments, as the sole equity member, and Dynegy GasCo.

15.The Limited Liability Company Agreement of Gas Holdco, dated as of August 4, 2011, entered into by Dynegy GasCo, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Gas Holdco, dated as of October 7, 2011, entered into by Dynegy GasCo, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Gas Holdco, dated as of April 23, 2013, entered into by Dynegy GasCo, as the sole equity member.

16.The Limited Liability Company Agreement of Gas Imports, dated as of March 22, 2007, entered into by Power Marketing, as the sole equity member, as modified by the Membership Interest Transfer Document, dated August 4, 2011, made by Power Marketing LLC in favor of Dynegy Holdings, and as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Gas Imports, dated as of August 4, 2011, entered into by Dynegy Holdings, as the sole new equity member, together with the Certificate of Merger, dated September 28, 2012, as filed in the office of the Secretary of State on September 28, 2012, evidencing the merger of Dynegy Holdings with and into Dynegy.

17.The Limited Liability Company Agreement of Ontelaunee Power, dated as of May 22, 2007, entered into by Dynegy Ontelaunee Holding LLC, as the sole member, as modified by the Membership Interest Transfer Document, dated August 4, 2011, made by Power Marketing LLC in favor of Dynegy Power, as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Ontelaunee Power, dated as of August 4, 2011, entered into by Dynegy Power, as the sole new equity member, and Ontelaunee Power and acknowledged by Power Marketing LLC.

18.The Limited Liability Company Agreement of Kendall Energy, dated as of November 2, 1998, entered into by Granite Power Partners II, L.P., a Delaware limited partnership (“Granite Power Partners”), as the sole member, as amended and restated by the First Amended and Restated Limited Liability Company Operating Agreement, dated as of October 7, 1999, entered into by Granite Power Partners, as the sole member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Kendall Energy, dated as of November 19, 1999, entered into by Granite II Holding, LLC, as the sole member, as further amended and restated by the Third Amended and Restated Limited Liability Company Agreement of Kendall Energy, dated as of October 6, 2005, entered into by

LSP-Kendall Holding, LLC, a Delaware limited liability company, as the sole member, as modified by the Membership Interest Transfer Document, dated August 4, 2011, made by Midwest Generation in favor of Dynegy Power, and as further amended and restated by the Fourth Amended and Restated Limited Liability Company Operating Agreement of Kendall Energy, dated as of August 4, 2011, entered into by Dynegy Power, as the sole equity member, and Kendall Energy, and acknowledged by Midwest Generation.

19.The Limited Liability Company Agreement of DMT, dated as of November 14, 2008, entered into by DMT Holdings, Inc., a Delaware corporation, as the sole equity member, as modified by the Membership Interest Transfer Document, dated July 31, 2012, made by Power Marketing LLC in favor of Dynegy GasCo, as amended and restated by the First Amended and Restated Limited Liability Company Operating Agreement of DMT, dated as of July 31, 2012, entered into by Dynegy GasCo, as the sole equity member, as modified by the Membership Interest Transfer Document, dated July 31, 2012, made by Dynegy GasCo in favor of Gas Holdco, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of DMT, dated as of July 31, 2012, entered into by Gas Holdco, as the sole equity member, as further modified by the Membership Interest Transfer Document, dated July 31, 2012, made by Gas Holdco in favor of Gas Holdings, as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of DMT, dated as of July 31, 2012, entered into by Gas Holdings, as the sole equity member, as further modified by the Membership Interest Transfer Document, dated July 31, 2012, made by Gas Holdings in favor of Dynegy Power, as further amended and restated by the Fourth Amended and Restated Limited Liability Company Operating Agreement of DMT, dated as of July 31, 2012, entered into by Dynegy Power, as the sole equity member.

20.The Limited Liability Company Operating Agreement of Midwest Generation, dated as of August 4, 2011, entered into by Dynegy Midwest Generation, Inc., an Illinois corporation, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Midwest Generation, dated as of August 4, 2011, entered into by Dynegy Power, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as modified by the Membership Interest Transfer Document, dated August 4, 2011, made by Dynegy Power in favor of Gas Investments, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Midwest Generation, dated as of August 4, 2011, entered into by Gas Investments, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as further modified by the Membership Interest Transfer Document, dated August 4, 2011, made by Gas Investments in favor of Coal Holdco, as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of Midwest Generation, dated as of August 4, 2011, entered into by Coal Holdco, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as further modified by the Membership Interest Transfer Document, dated August 4, 2011, made by Coal Holdco in favor of Coal Holdings, as further amended and restated by the Fourth Amended and Restated Limited Liability Company Operating Agreement of Midwest Generation, dated as

of August 4, 2011, entered into by Coal Holdings, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as further amended by the Amendment to the Fourth Amended and Restated Limited Liability Company Operating Agreement, dated as of September 29, 2011, entered into by Coal Holdings, as the member, the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), and as further amended and restated by the Fifth Amended and Restated Limited Liability Company Operating Agreement of Midwest Generation, dated as of April 23, 2013, entered into by Coal Holdings, as the sole equity member.

21.The Limited Liability Company Operating Agreement of Dynegy Power, dated as of August 4, 2011, entered into by Power Marketing, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as modified by the Membership Interest Transfer Document, dated August 4, 2011, made by Power Marketing LLC in favor of Gas Investments, as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Dynegy Power, dated as of August 4, 2011, entered into by Gas Investments, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as further modified by the Membership Interest Transfer Document, dated August 4, 2011, made by Gas Investments in favor of Dynegy GasCo, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Dynegy Power, dated as of August 4, 2011, entered into by Dynegy GasCo, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as further modified by the Membership Interest Transfer Document, dated August 4, 2011, made by Dynegy GasCo in favor of Gas Holdco, as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of Dynegy Power, dated as of August 4, 2011, entered into by Gas Holdco, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), as further modified by the Membership Interest Transfer Document, dated August 4, 2011, made by Gas Holdco in favor of Gas Holdings, as further amended and restated by the Fourth Amended and Restated Limited Liability Company Operating Agreement of Dynegy Power, dated as of August 4, 2011, entered into by Gas Holdings, as the member, and accepted and agreed to by the Operating Managers, the Independent Manager and the Springing Member (each as defined therein), and as further amended and restated by the Fifth Amended and Restated Limited Liability Company Operating Agreement of Dynegy Power, dated as of April 23, 2013, entered into by Gas Holdings, as the sole equity member.

22.The Limited Liability Company Agreement of Coal Trading, dated as of March 27, 2003, entered into by Dynegy Marketing and Trade, a Colorado partnership, as the sole member, as modified by the Membership Interest Transfer Document, dated July 31, 2012, made by DMT in favor of Power Marketing LLC, as amended and restated by the First Amended and Restated Limited Liability Company Operating Agreement of Coal Trading, dated as of July 31, 2012, entered into by Power Marketing LLC, as the sole member, as further modified by the Membership Interest Transfer Document, dated July 31, 2012, made by Power Marketing LLC in favor of Midwest Generation, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Coal Trading, dated as of July 31,

2012, entered into by Midwest Generation, as the sole member, as further modified by the Membership Interest Certificate Transfer Document, dated September 9, 2013, made by Midwest Generation in favor of Coal Holdings, as further amended and restated by the First Amended and Restated Limited Liability Company Agreement of Coal Trading, dated as of September 9, 2013, entered into by Coal Holdings, as the sole member, and as amended by the First Amendment to the First Amended and Restated Limited Liability Company Agreement of Coal Trading, dated as of February 28, 2014, entered into by DMT, Power Marketing LLC, Midwest Generation and Coal Holdings.

23.The Limited Liability Company Agreement of Sithe LLC, dated as of August 14, 2002, entered into by Sithe Energies U.S.A., as the sole member, as amended by the First Amendment thereto, dated as of January 23, 2014, entered into by Sithe Energies, as the sole member.

24.The Limited Liability Company Operating Agreement of Resource Holdings, dated as of August 8, 2014, entered into by Dynegy Inc., a Delaware corporation, as the sole equity member.

25.The Third Amended and Restated Limited Liability Company Operating Agreement of Energy Services East, dated as of April 2, 2015, entered into by Energy Services, as the sole equity member.

26.The Limited Liability Company Agreement of Conesville, dated as of May 31, 2012, entered into by Duke Energy Ohio, Inc., an Ohio corporation (“Duke Ohio”), as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Conesville, dated as of July 14, 2014, entered into by Coal Generation, as the sole member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Conesville, dated as of April 2, 2015, entered into by Coal Generation, as the sole equity member.

27.The Limited Liability Company Agreement of Dicks Creek, dated as of May 31, 2012, entered into by Duke Ohio, as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Dicks Creek, dated as of July 14, 2014, entered into by Gas Generation, as the sole member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Dicks Creek, dated as of April 2, 2015, entered into by Gas Generation, as the sole equity member.

28.The Limited Liability Company Agreement of Fayette, dated as of October 14, 2010, entered into by Duke Ohio, as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Fayette, dated as of July 14, 2014, entered into by Gas Generation, as the sole member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Fayette, dated as of April 2, 2015, entered into by Gas Generation, as the sole equity member.

29.The Limited Liability Company Agreement of Hanging Rock, dated as of October 14, 2010, entered into by Duke Ohio, as the sole member, as amended and restated by

the Amended and Restated Limited Liability Company Agreement of Hanging Rock, dated as of July 14, 2014, entered into by Gas Generation, as the sole member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Hanging Rock, dated as of April 2, 2015, entered into by Gas Generation, as the sole equity member.

30.The Limited Liability Company Agreement of Killen, dated as of May 31, 2012, entered into by Duke Ohio, as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Killen, dated as of July 14, 2014, entered into by Coal Generation, as the sole member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Killen, dated as of April 2, 2015, entered into by Coal Generation, as the sole equity member.

31.The Limited Liability Company Agreement of Lee, dated as of October 14, 2010, entered into by Duke Ohio, as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Lee, dated as of July 14, 2014, entered into by Gas Generation, as the sole member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Lee, dated as of April 2, 2015, entered into by Gas Generation, as the sole equity member.

32.The Limited Liability Company Agreement of Miami Fort, dated as of May 31, 2012, entered into by Duke Ohio, as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Miami Fort, dated as of July 14, 2014, entered into by Coal Generation, as the sole member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Miami Fort, dated as of April 2, 2015, entered into by Coal Generation, as the sole equity member.

33.The Limited Liability Company Agreement of Stuart, dated as of May 31, 2012, entered into by Duke Ohio, as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Stuart, dated as of July 14, 2014, entered into by Coal Generation, as the sole member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Stuart, dated as of April 2, 2015, entered into by Coal Generation, as the sole equity member.

34.The Limited Liability Company Agreement of Washington, dated as of October 14, 2010, entered into by Duke Ohio, as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Washington, dated as of July 14, 2014, entered into by Gas Generation, as the sole member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Washington, dated as of April 2, 2015, entered into by Gas Generation, as the sole equity member.

35.The Limited Liability Company Agreement of Zimmer, dated as of May 31, 2012, entered into by Duke Ohio, as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Agreement of Zimmer, dated as of July 14, 2014, entered into by Coal Generation, as the sole member, as further amended and restated by

the Second Amended and Restated Limited Liability Company Operating Agreement of Zimmer, dated as of  April 2, 2015, entered into by Coal Generation, as the sole equity member.

36.The Limited Liability Company Agreement of Coal Generation, dated as of May 31, 2012, entered into by Generation Holdco, as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Coal Generation, dated as of April 2, 2015, entered into by Generation Holdco, as the sole equity member.

37.The Limited Liability Company Agreement of Gas Generation, dated as of May 31, 2012, entered into by Generation Holdco, as the sole member, as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Gas Generation, dated as of April 2, 2015, entered into by Generation Holdco, as the sole equity member.

38.The Third Amended and Restated Limited Liability Company Operating Agreement of Generation Holdco, dated as of April 10, 2015, entered into by Dynegy Commercial Asset Management, LLC, an Ohio limited liability company, as the sole equity member.

39.The Limited Liability Company Operating Agreement of Resource I, dated as of August 18, 2014, entered into by Resource Holdings, as the sole equity member.

40.The Limited Liability Company Agreement of Resources Holdco I, dated as of March 31, 2011, entered into by EquiPower Resources Corp., a Delaware corporation (“EquiPower”), as the sole member, and William Howard Wolf, as the Independent Manager (as defined therein), as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Resources Holdco I, dated as of April 1, 2015, entered into by EquiPower, as the sole equity member.

41.The Limited Liability Company Agreement of Resources Holdco II, dated as of November 22, 2013, entered into by EquiPower, as the sole and managing member, as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Resources Holdco II, dated as of April 1, 2015, entered into by EquiPower, as the sole equity member.

42.The Amended and Restated Limited Liability Company Agreement of Resources Generating Holdco, dated as of January 24, 2011, entered into by EquiPower, as the sole member, as amended by the Amendment to Amended and Restated Limited Liability Company Agreement of Resources Generating Holdco, dated April 8, 2011, entered into by Resources Holdco I, as the sole member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Resources Generating Holdco, dated as of April 1, 2015, entered into by Resources Holdco I, as the sole equity member.

43.The Amended and Restated Limited Liability Company Agreement of Richland Expansion, dated as of December 18, 2013, entered into by Resources Holdco II, as the

sole and managing member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Richland Expansion, dated as of April 1, 2015, entered into by Resources Holdco II, as the sole equity member.

44.The Third Amended and Restated Limited Liability Company Agreement of Milford, dated as of December 22, 2011, as further amended and restated by the Fourth Amended and Restated Limited Liability Company Operating Agreement of Milford, dated as of April 1, 2015, entered into by Resources Generating Holdco, as the sole equity member.

45.The Second Amended and Restated Limited Liability Company Agreement of Lake Road GP, dated as of January 20, 2011, as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of Lake Road GP, dated as of April 1, 2015, entered into by Resources Generating Holdco, as the sole equity member.

46.The Second Amended and Restated Limited Liability Company Agreement of Lake Road Holdings, dated as of January 20, 2011, as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of Lake Road Holdings, dated as of April 1, 2015, entered into by Resources Generating Holdco, as the sole equity member.

47.The Amended and Restated Limited Liability Company Agreement of RSG, dated as of December 18, 2013, entered into by Resources Generating Holdco, as the sole and managing member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of RSG, dated as of April 1, 2015, entered into by Resources Generating Holdco, as the sole equity member.

48.The Amended and Restated Limited Liability Company Agreement of Richland-Stryker, dated as of December 18, 2013, entered into by RSG, as the sole and managing member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Richland-Stryker, dated as of April 1, 2015, entered into by RSG, as the sole equity member.

49.The Second Amended and Restated Limited Liability Company Agreement of Resources Management, dated as of January 20, 2011, as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of Resources Management, dated as of April 1, 2015, entered into by Resources Generating Holdco, as the sole equity member.

50.The Second Amended and Restated Operating Agreement of Dighton, dated as of January 20, 2011, as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of Dighton, dated as of April 1, 2015, entered into by Resources Generating Holdco, as the sole equity member.

51.The Third Amended and Restated Limited Liability Company Operating Agreement of Masspower, dated as of January 20, 2011, as further amended and restated by the Fourth Amended and Restated Limited Liability Company Operating Agreement of Masspower,

dated as of April 1, 2015, entered into by Resources Generating Holdco, as the sole equity member.

52.The Fourth Amended and Restated Limited Liability Company Operating Agreement of Masspower Partners I, dated as of January 20, 2011, as further amended and restated by the Fifth Amended and Restated Limited Liability Company Operating Agreement of Masspower Partners I, dated as of April 1, 2015, entered into by Resources Generating Holdco and Masspower, as the members.

53.The Third Amended and Restated Limited Liability Company Agreement of Masspower Partners II, dated as of January 20, 2011, as further amended and restated by the Fourth Amended and Restated Limited Liability Company Operating Agreement of Masspower Partners II, dated as of April 1, 2015, entered into by Masspower Partners I, as the sole equity member.

54.The Second Amended and Restated Limited Liability Company Agreement of Liberty Holdings, dated as of June 21, 2012, as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of Liberty Holdings, dated as of April 1, 2015, entered into by Resources Generating Holdco, as the sole equity member.

55.The Second Amended and Restated Limited Liability Company Agreement of LEP, dated as of June 21, 2012, as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of LEP, dated as of April 1, 2015, entered into by Liberty Holdings, as the sole equity member.

56.The Second Amended and Restated Operating Agreement of Liberty PA 2, dated as of June 21, 2012, as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of Liberty PA 2, dated as of April 1, 2015, entered into by LEP, as the sole equity member.

57.The Second Amended and Restated Operating Agreement of Liberty Power, dated as of June 21, 2012, as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of Liberty Power, dated as of April 1, 2015, entered into by Liberty PA 2, as the sole equity member.

58.The Amended and Restated Limited Liability Company Agreement of Tomcat, dated as of August 29, 2013, entered into by Resources Generating Holdco, as sole and managing member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Tomcat, dated as of April 1, 2015, entered into by Resources Generating Holdco, as the sole equity member.

59.The Limited Liability Company Agreement of Elwood Expansion, dated as of August 29, 2013, entered into by Tomcat, as the sole and managing member, as amended and restated by the Amended and Restated Limited Liability Company Operating Agreement of Elwood Expansion, dated as of April 1, 2015, entered into by Tomcat, as the sole equity member.

60.The Amended and Restated Limited Liability Company Agreement of Elwood Energy, dated as of August 30, 2013, entered into by Tomcat, as the sole and managing member, as further amended and restated by the Second Amended and Restated Limited Liability Company Operating Agreement of Elwood Energy, dated as of April 1, 2015, entered into by Tomcat, as the sole equity member.

61.The Amended and Restated Limited Liability Company Operating Agreement of Elwood Energy II, dated as of April 1, 2015, entered into by Tomcat, as the sole equity member.

62.The Second Amended and Restated Limited Liability Company Agreement of Brayton, dated as of September 25, 2013, entered into by Energy Capital Partners II, LP, a Delaware limited partnership, Energy Capital Partners II-A, LP, a Delaware limited partnership, Energy Capital Partners II-B (Brayton Point IP), LP, a Delaware limited partnership, Energy Capital Partners II-C (Brayton Point IP), LP, a Delaware limited partnership, and Brayton Point Management, LLC, a Delaware limited liability company, as the members, as further amended and restated by the Third Amended and Restated Limited Liability Company Operating Agreement of Brayton, dated as of April 1, 2015, entered into by Resource III, ECP II-B (Brayton Point IP) Corp, a Delaware corporation, and ECP II-C (Brayton Point IP) Corp, a Delaware corporation, as the members.

63.The Limited Liability Company Operating Agreement of Resource II, dated as of August 18, 2014, entered into by Resource Holdings, as the sole equity member.

64.The Limited Liability Company Operating Agreement of Resource III, dated as of August 18, 2014, entered into by Resource Holdings, as the sole equity member.

Schedule E

LP Certificate

1.The Certificate of Limited Partnership of Lake Road Generating Company, L.P., a Delaware limited partnership (“Lake Road L.P.”), dated as of April 17, 1993, as filed in the office of the Secretary of State on April 21, 1993, as restored by the Certificate to Restore to Good Standing Lake Road L.P., as filed in the office of the Secretary of State on June 27, 1995, as amended by the Amendment to the Certificate of Limited Partnership of Lake Road L.P., dated as of October 27, 1997, as filed in the office of the Secretary of State on October 27, 1997, as further amended by the Certificate of Amendment to Certificate of Limited Partnership of Lake Road L.P., dated July 29, 1998, as filed in the office of the Secretary of State on July 31, 1998, as further amended by the Certificate of Amendment to Certificate of Limited Partnership of Lake Road L.P., dated as of June 29, 1999, as filed in the office of the Secretary of State on June 29, 1999, as modified by the Certificate of Merger Merging Lake Road Trust Ltd. into Lake Road L.P., dated September 29, 2004, as filed in the office of the Secretary of State on September 29, 2004, as amended by the Certificate of Amendment to the Certificate of Limited Partnership of Lake Road L.P., dated March 7, 2007, as filed in the office of the Secretary of State on March 7, 2007, as further amended by the Certificate of Amendment of Lake Road L.P., dated as of May 20, 2010, as filed in the office of the Secretary of State on May 20, 2010, as further amended by the Certificate of Amendment of Lake Road L.P., dated as of January 25, 2011, as filed in the office of the Secretary of State on January 25, 2011, and as further amended by the Certificate of Amendment to the Certificate of Limited Partnership of Lake Road L.P., dated May 20, 2015, as filed in the office of the Secretary of State on May 20, 2015.

Schedule F

LP Agreement

1.The Sixth Amended and Restated Limited Partnership Agreement of Lake Road L.P., dated as of May 20, 2010, entered into by Lake Road GP, as general partner, and Lake Road Holdings, as limited partner, as further amended and restated by the Seventh Amended and Restated Limited Partnership Agreement of Lake Road L.P., dated as of April 1, 2015, entered into by Lake Road GP, as general partner, and Lake Road Holdings, as limited partner.

EX-5.4

Exhibit 5.4

HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER
951 EAST BYRD STREET
RICHMOND, VIRGINIA 23219-4074 TEL         804 · 788 · 8200
FAX         804 · 788 · 8218 FILE        85106.000003

June 1, 2015

Dynegy Inc.

601 Travis Street, Suite 1400
Houston, Texas  77002

Registration Statement on Form S-4

for Exchange of Outstanding Notes for New Notes

to be Registered under the Securities Act of 1933

Ladies and Gentlemen:

We have acted as special Virginia counsel to Elwood Services Company, LLC (“Elwood”), Kincaid Energy Services Company, LLC (“KESC”), Kincaid Generation, L.L.C. (“KG”) and Kincaid Holdings, LLC (“KH” and, collectively with Elwood, KESC and KG, the “Virginia Guarantors”), each a Virginia limited liability company, for the purpose of providing this opinion in connection with the Registration Statement on Form S-4 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) by Dynegy Inc., a Delaware corporation (the “Parent”), and the subsidiaries of the Parent listed in the Registration Statement, including the Virginia Guarantors (collectively, the “Subsidiary Guarantors”), on the date hereof pursuant to the Securities Act of 1933, as amended (the “Securities Act”), to register up to (i) $2,100,000,000 aggregate principal amount of the Parent’s 6.75% senior notes due 2019 (the “New 2019 Notes”), $1,750,000,000 aggregate principal amount of the Parent’s 7.375% senior notes due 2022 (the “New 2022 Notes”) and $1,250,000,000 aggregate principal amount of the Parent’s 7.625% senior notes due 2024 (the “New 2024 Notes” and, collectively with the New 2019 Notes and the New 2022 Notes, the “Exchange Notes”) and (ii) the guarantees of the Parent’s obligations under the Exchange Notes by the Subsidiary Guarantors (the “Exchange Guarantees”).  The Exchange Notes and the Exchange Guarantees are to be issued in exchange (the “Exchange Offer”) for equal aggregate principal amounts of the Parent’s 6.75% senior notes due 2019, 7.375% senior notes due 2022 and 7.625% senior notes due 2024 and the guarantees of the Parent’s obligations thereunder by the Subsidiary Guarantors, each of which were issued in reliance on exemptions from registration under the Securities Act for offers and sales of securities not involving public offerings.  The terms of the Exchange Offer are described in the Registration Statement and the prospectus that forms a part thereof.

The New 2019 Notes and the related Exchange Guarantees will be issued pursuant to the terms of the Indenture, dated October 27, 2014 (as amended and supplemented, the “2019 Indenture”), as amended and supplemented by the First Supplemental Indenture, dated April 1,

ATLANTA   AUSTIN   BANGKOK   BEIJING   BRUSSELS   CHARLOTTE   DALLAS   HOUSTON   LONDON   LOS ANGELES

McLEAN   MIAMI   NEW YORK   NORFOLK   RALEIGH   RICHMOND   SAN FRANCISCO   TOKYO   WASHINGTON

www.hunton.com

Dynegy Inc.

June 1, 2015

Page 2

2015, the Second Supplemental Indenture, dated April 1, 2015 (the “2019 Second Supplemental Indenture”), the Third Supplemental Indenture, dated April 2, 2015 (the “2019 Third Supplemental Indenture”), and the Fourth Supplemental Indenture, dated May 11, 2015 (the “2019 Fourth Supplemental Indenture”).  The New 2022 Notes and the related Exchange Guarantees will be issued pursuant to the terms of the Indenture, dated October 27, 2014 (as amended and supplemented, the “2022 Indenture”), as amended and supplemented by the First Supplemental Indenture, dated April 1, 2015, the Second Supplemental Indenture, dated April 1, 2015 (the “2022 Second Supplemental Indenture”), the Third Supplemental Indenture, dated April 2, 2015 (the “2022 Third Supplemental Indenture”), and the Fourth Supplemental Indenture, dated May 11, 2015 (the “2022 Fourth Supplemental Indenture”).  The New 2024 Notes and the related Exchange Guarantees will be issued pursuant to the terms of the Indenture, dated October 27, 2014 (as amended and supplemented, the “2024 Indenture” and, collectively with the 2019 Indenture and the 2022 Indenture, the “Indentures”), as amended and supplemented by the First Supplemental Indenture, dated April 1, 2015, the Second Supplemental Indenture, dated April 1, 2015 (the “2024 Second Supplemental Indenture” and, each of the 2019 Second Supplemental Indenture, the 2022 Second Supplemental Indenture and the 2024 Second Supplemental Indenture, a “Second Supplemental Indenture”), the Third Supplemental Indenture, dated April 2, 2015 (the “2024 Third Supplemental Indenture” and, each of the 2019 Third Supplemental Indenture, the 2022 Third Supplemental Indenture and the 2024 Third Supplemental Indenture, a “Third Supplemental Indenture”), and the Fourth Supplemental Indenture, dated May 11, 2015 (the “2024 Fourth Supplemental Indenture” and, each of the 2019 Fourth Supplemental Indenture, the 2022 Fourth Supplemental Indenture and the 2024 Fourth Supplemental Indenture, a “Fourth Supplemental Indenture”).  Capitalized terms used but not otherwise defined herein have the meanings given to them in the Indentures.

This opinion is being furnished in accordance with the requirements of Item 21 of Form S-4 and Item 601(b)(5)(i) of Regulation S-K.

In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, certificates of corporate officers and public officials and such other documents as we have deemed necessary for the purposes of rendering this opinion, including the following:

1.             executed copies of the Indentures;

2.             the forms of global notes representing the Exchange Notes;

3.             an executed copy of the Registration Rights Agreement;

Dynegy Inc.

June 1, 2015

Page 3

4.             an executed copy of the First Registration Rights Agreement Joinder, dated April 1, 2015, among the Parent and the subsidiary guarantors identified therein;

5.             an executed copy of the EquiPower Purchase Agreement;

6.             the Registration Statement;

7.             Elwood’s Articles of Organization, as certified on May 27, 2015 by the Clerk of the State Corporation Commission of the Commonwealth of Virginia (the “SCC”) and as in effect on the date hereof;

8.             Elwood’s Amended and Restated Limited Liability Company Operating Agreement, as in effect on the date hereof;

9.             the resolutions of Elwood’s sole member adopted on April 1, 2015;

10.          the certificate of fact for Elwood issued by the SCC on June 1, 2015;

11.          KESC’s Articles of Organization, as certified on May 27, 2015 by the SCC and as in effect on the date hereof;

12.          KESC’s Amended and Restated Limited Liability Company Operating Agreement, as in effect on the date hereof;

13.          the resolutions of KESC’s sole member adopted on April 1, 2015;

14.          the certificate of fact for KESC issued by the SCC on June 1, 2015;

15.          KG’s Amended and Restated Articles of Organization, as certified on May 26, 2015 by the SCC and as in effect on the date hereof;

16.          KG’s Second Amended and Restated Limited Liability Company Operating Agreement, as in effect on the date hereof;

17.          the resolutions of KG’s members adopted on April 1, 2015;

18.          the certificate of fact for KG issued by the SCC on June 1, 2015;

19.          KH’s Articles of Organization, as certified on May 27, 2015 by the SCC and as in effect on the date hereof;

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June 1, 2015

Page 4

20.          KH’s Amended and Restated Limited Liability Company Operating Agreement, as in effect on the date hereof;

21.          the resolutions of KH’s sole member adopted on April 1, 2015; and

22.          the certificate of fact for KH issued by the SCC on June 1, 2015.

For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of signatures not witnessed by us and (v) the due authorization, execution and delivery of all documents by all parties (other than the due authorization, execution and delivery of the documents referred to in opinion paragraphs 2, 3, 4, and 5 below by the Virginia Guarantors) and the validity, binding effect and enforceability thereof on such parties.

As to factual matters, we have relied upon (i) the documents furnished to us by the Virginia Guarantors, (ii) the statements and representations of officers and representatives of the Virginia Guarantors, (iii) the corporate records provided to us by such officers or representatives and (iv) certificates and other documents obtained from public officials, without independent verification of their accuracy.

We express no opinion as to the law of any jurisdiction other than the laws of the Commonwealth of Virginia.

Based upon the foregoing, and such other documents and matters as we have deemed necessary to render the opinions set forth below, and subject to the limitations, assumptions and qualifications noted herein, we are of the opinion that:

1.             Each Virginia Guarantor is a limited liability company duly formed and validly existing under the laws of the Commonwealth of Virginia, with the entity power and authority to execute, deliver and perform its respective obligations under the Exchange Guarantees.

2.             Each Second Supplemental Indenture has been duly authorized, executed and delivered by each Virginia Guarantor.

3.             Each Third Supplemental Indenture has been duly authorized, executed and delivered by each Virginia Guarantor.

Dynegy Inc.

June 1, 2015

Page 5

4.             Each Fourth Supplemental Indenture has been duly authorized, executed and delivered by each Virginia Guarantor.

5.             The execution, delivery and issuance of the Exchange Guarantees by each Virginia Guarantor have been duly authorized.

We consent to the filing of this opinion letter with the Commission as Exhibit 5.4 to the Registration Statement and to the statement made in reference to this firm under the caption “Legal Matters” in the prospectus that forms a part of the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.

This opinion letter is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Virginia Guarantors, the Exchange Offer or the Exchange Guarantees.  This opinion letter is rendered as of the date hereof, and we do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.

Very truly yours,

/s/ Hunton & Williams LLP

EX-5.5

Exhibit 5.5

	McDonald Hopkins LLC
	600 Superior Avenue, East
	Suite 2100
	Cleveland, OH 44114
	P 1.216.348.5400
	F 1.216.348.5474

June 1, 2015

Dynegy Commercial Asset Management, LLC

601 Travis, Suite 1400

Houston, Texas 777002

Re:Guarantee by Dynegy Commercial Asset Management, LLC

Ladies and Gentlemen:

We have acted as special counsel to Dynegy Commercial Asset Management, LLC, an Ohio limited liability company (the “Company”), in connection with the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”) by Dynegy Inc., a Delaware corporation (the “Issuer”), and certain guarantors, including the Company (collectively the “Guarantors”), relating to (i) the issuance of up to $2,100,000,000 in aggregate principal amount of the Issuer’s 6.75% Senior Notes due 2019 (the “2019 Exchange Notes”) and the related subsidiary guarantees, including by the Company, (ii) the issuance of up to $1,750,000,000 in aggregate principal amount of the Issuer’s 7.375% Senior Notes due 2022 (the “2022 Exchange Notes”) and the related subsidiary guarantees, including by the Company, and (iii) the issuance of up to $1,250,000,000 in aggregate principal amount of 7.625% Senior Notes due 2024 (the “2024 Exchange Notes” and, together with the 2019 Exchange Notes, and the 2022 Exchange Notes, the “Exchange Notes”) and the related subsidiary guarantees, including by the Company. This opinion letter is rendered pursuant to Item 21(a) of Form S-4 and Item 601(b)(5) of Regulation S-K.

The 2019 Exchange Notes will be offered in exchange for any and all outstanding unregistered 6.75% Senior Notes due 2019 (the “2019 Old Notes”).  The 2019 Exchange Notes are substantially identical to the 2019 Old Notes. The 2019 Exchange Notes will be issued pursuant to the 2019 Notes Indenture (as defined herein). The 2019 Exchange Notes will be guaranteed pursuant to the terms of the 2019 Notes Indenture (as hereafter defined) (the “2019 Notes Subsidiary Guarantee”).

The 2022 Exchange Notes will be offered in exchange for any and all outstanding unregistered 7.375% Senior Notes due 2022 (the “2022 Old Notes”).  The 2022 Exchange Notes are substantially identical to the 2022 Old Notes. The 2022 Exchange Notes will be issued pursuant to the 2022 Notes Indenture (as defined herein). The 2022 Exchange Notes will be guaranteed

Dynegy Commercial Asset Management, LLC

June 1, 2015

Page 2

pursuant to the terms of the 2022 Notes Indenture (as hereafter defined) (the “2022 Notes Subsidiary Guarantee”).

The 2024 Exchange Notes will be offered in exchange for any and all outstanding unregistered 7.625% Senior Notes due 2024 (the “2024 Old Notes” and together with the 2019 Old Notes and the 2022 Old Notes, the “Old Notes”)).  The 2024 Exchange Notes are substantially identical to the 2024 Old Notes. The 2024 Exchange Notes will be issued pursuant to the 2024 Notes Indenture (as defined herein). The 2024 Exchange Notes will be guaranteed pursuant to the terms of the 2024 Notes Indenture (as hereafter defined) (the “2024 Notes Subsidiary Guarantee”).

Capitalized terms used but not defined herein have the meaning set forth in the applicable indenture—the 2019 Notes Indenture, the 2022 Notes Indenture or the 2024 Notes Indenture, as the case may be.

In rendering the opinions expressed herein, we have examined executed originals, counterparts, or copies thereof, of the following documents:

(a)Indenture dated October 27, 2014, between Dynegy Finance II, Inc., as issuer of the 6.75% Senior Notes due 2019, and the Trustee, as amended by the First Supplemental Indenture, dated as of April 1, 2015, to be delivered in connection with the EquiPower Acquisition between Dynegy, Inc. (successor to Dynegy Finance II, Inc.) and the Wilmington Trust, National Association, as Trustee (the “Trustee), as further amended by the Second Supplemental Indenture, dated as of April 1, 2015,  among the Subsidiary Guarantors listed on Schedule I thereto, Dynegy, Inc., and the Trustee, as further amended by the Third Supplemental Indenture, dated as of April 2, 2015, among the Subsidiary Guarantors listed on Schedule I thereto, including the Company, Dynegy, Inc., the other Subsidiary Guarantors and the Trustee, as further amended by the Fourth Supplemental Indenture, dated as of May 11, 2015, among Dynegy Resource Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Dynegy, Inc. (or its permitted successor), Dynegy, Inc., the other Subsidiary Guarantors, including the Company, and the Trustee (together this Indenture, as amended by such First Supplemental Indenture, such Second Supplemental Indenture, such Third Supplemental Indenture, and such Fourth Supplemental Indenture is referred to herein as the “2019 Notes Indenture”);

(b)Indenture dated October 27, 2014, between Dynegy Finance II, Inc., as issuer of the 7.375% Senior Notes due 2022, and the Trustee, as amended by the First Supplemental Indenture, dated as of April 1, 2015, to be delivered in connection with the EquiPower Acquisition between Dynegy, Inc. (successor to Dynegy Finance II, Inc.) and the Trustee, as further amended by the Second Supplemental Indenture, dated as of April 1, 2015,  among the Subsidiary Guarantors listed on Schedule I thereto, Dynegy, Inc., and the Trustee, as further amended by the Third Supplemental Indenture, dated as of April 2, 2015, among the Subsidiary Guarantors listed on Schedule I thereto, including the Company, Dynegy, Inc., the other Subsidiary Guarantors and the Trustee, as further amended by the Fourth

Dynegy Commercial Asset Management, LLC

June 1, 2015

Page 3

Supplemental Indenture, dated as of May 11, 2015, among Dynegy Resource Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Dynegy, Inc. (or its permitted successor), Dynegy, Inc., the other Subsidiary Guarantors, including the Company, and the Trustee (together this Indenture, as amended by such First Supplemental Indenture, such Second Supplemental Indenture, such Third Supplemental Indenture, and such Fourth Supplemental Indenture is referred to herein as the “2022 Notes Indenture”);

(c)Indenture dated October 27, 2014, between Dynegy Finance II, Inc., as issuer of the 7.625% Senior Notes due 2024, and the Trustee, as amended by the First Supplemental Indenture, dated as of April 1, 2015, to be delivered in connection with the EquiPower Acquisition between Dynegy, Inc. (successor to Dynegy Finance II, Inc.) and the Trustee, as further amended by the Second Supplemental Indenture, dated as of April 1, 2015, among the Subsidiary Guarantors listed on Schedule I thereto, Dynegy, Inc., and the Trustee, as further amended by the Third Supplemental Indenture, dated as of April 2, 2015, among the Subsidiary Guarantors listed on Schedule I thereto, including the Company, Dynegy, Inc., the other Subsidiary Guarantors and the Trustee, as further amended by the Fourth Supplemental Indenture, dated as of May 11, 2015, among Dynegy Resource Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Dynegy, Inc. (or its permitted successor), Dynegy, Inc., the other Subsidiary Guarantors, including the Company, and the Trustee (together this Indenture, as amended by such First Supplemental Indenture, such Second Supplemental Indenture, such Third Supplemental Indenture and such Fourth Supplemental Indenture is referred to herein as the “2024 Notes Indenture”);

(d)Registration Rights Agreement by and among Dynegy Finance I, Inc., Dynegy Finance II, Inc., Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the Initial Purchasers (as defined therein), dated as of October 27, 2014;

(e)First Registration Rights Agreement Joinder, dated as of April 1, 2015;

(f)Second Registration Rights Agreement Joinder, dated as of April 2, 2015, of which the Company is a signatory; and

(g)Registration Statement.

The documents listed in items (a) through (g) above are sometimes collectively referred to herein as the “Transaction Documents.”

For purposes of this opinion letter, we have considered such matters of law and of fact, and have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction as being true copies, of certificates, documents and records, officers’ certificates, certificates of public officials and other such documents, records, agreements and instruments as we have

Dynegy Commercial Asset Management, LLC

June 1, 2015

Page 4

deemed relevant and necessary as a basis for the opinions expressed herein, including but not limited to the following:

(a)Certificate of Conversion and Articles of Organization of the Company, and all amendments thereto, certified by the Ohio Secretary of State on May 14, 2015 and an officer of the Company (the “Articles of Organization”);

(b)Third Amended and Restated Limited Liability Company Operating Agreement of the Company dated April 10, 2015, certified by an officer of the Company;

(c)Certificate of Full Force and Effect issued by the Ohio Secretary of the State on May 19, 2015 with respect to the Company (the “Good Standing Certificate”);

(d)Written Consent of the Sole Member of Duke Energy Commercial Asset Management, LLC (nka Dynegy Commercial Asset Management, LLC), dated April 2, 2015, certified by an officer of the Company, authorizing certain of the Transaction Documents;

(e)Written Consent of the Sole Member of the Company, dated May 27, 2015, certified by an officer of the Company, ratifying and authorizing the Transaction Documents;

(f)Written Consent of the Sole Members of each of the Companies Listed on Schedule I, as certified by an officer of the Sole Member of the Company;

(g)Resolution 2014-20 of the Board of Directors of the Issuer, adopted at a meeting of the Issuer held on October 2, 2014, as certified by an officer of the Issuer; and

(h)Certificate of one or more officers of the Company (the “Officer’s Certificate”), dated as of the date hereof, relating to certain facts regarding the Company upon which the opinions expressed herein are based.

For purposes of our opinions expressed below, we have assumed (without independent investigation or verification):

(i)the genuineness and authenticity of all signatures (whether on originals or copies of documents);

(ii)the legal capacity of all natural persons;

(iii)the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as notarial, certified, conformed, photostatic, or facsimile copies thereof;

(iv)that there have been no erroneous statements of fact made in any certificates of any public officials, and we have relied on the completeness and accuracy of the

Dynegy Commercial Asset Management, LLC

June 1, 2015

Page 5

public records and the currency of the information contained therein as of the dates indicated therein; and

(v)the completeness and accuracy of all statements of fact set forth in the Transaction Documents and all other documents reviewed by us, including without limitation the Officer’s Certificate.

We have also assumed that (i) each of the 2019 Notes Indenture, the 2022 Notes Indenture and the 2024 Notes Indenture  has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee, (ii) the Trustee is in compliance generally with respect to acting as trustee under each of the 2019 Notes Indenture, the 2022 Notes Indenture and the 2024 Notes Indenture, with respect to all applicable laws and regulations, (iii) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective under the Securities Act of 1933, as amended, and each of the 2019 Notes Indenture, the 2022 Notes Indenture and the 2024 Notes Indenture  has been qualified under the Trust Indenture Act of 1939, as amended.

The opinions expressed below are limited to the published laws, rules, regulations, or judicial or administrative decisions in the State of Ohio, in effect as of the date hereof, and the facts and circumstances as they exist on the date hereof, and we express no opinion herein as to the laws, or as to matters governed by the laws, of any other jurisdiction.

In rendering the opinion set forth in paragraph 1 below regarding the full force and effect of the Company, we have relied solely and exclusively on our review of the Good Standing Certificate.

The opinions expressed in paragraphs 3, 4 and 5 are qualified to the extent that enforcement is subject to (a) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws relating to or affecting creditors’ rights generally, (b) general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law) or (c) any implied covenants of good faith and fair dealing.

Based on and subject to the foregoing and the other assumptions, exclusions and qualifications in this letter, we are of the opinion that:

1.The Company is a limited liability company duly organized, validly existing and in full force and effect under the laws of the State of Ohio and has the requisite limited liability company power and authority to issue and to perform its obligations under the 2019 Notes Indenture (including the 2019 Notes Subsidiary Guarantee), the 2022 Notes Indenture (including the 2022 Notes Subsidiary Guaranty), and the 2024 Notes Indenture (including the 2024 Notes Subsidiary Guarantee), and to enter into and deliver each of the 2019 Notes Indenture, 2022 Notes Indenture, and the 2024 Notes Indenture, and has taken all action necessary to authorize the execution and delivery of the 2019 Notes Indenture, the 2022 Notes Indenture, and the 2024 Notes Indenture.

Dynegy Commercial Asset Management, LLC

June 1, 2015

Page 6

2.Based solely on the Officer’s Certificate, the Company has executed and delivered each of the 2019 Notes Indenture, the 2022 Notes Indenture, and the 2024 Notes Indenture.

3.When the 2019 Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the 2019 Notes Indenture pursuant to the exchange offer described in the Registration Statement, the Company’s 2019 Notes Subsidiary Guarantee will be validly issued.

4.When the 2022 Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the 2022 Notes Indenture pursuant to the exchange offer described in the Registration Statement, the Company’s 2022 Notes Subsidiary Guarantee will be validly issued.

5.When the 2024 Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the 2024 Notes Indenture pursuant to the exchange offer described in the Registration Statement, the Company’s 2024 Notes Subsidiary Guarantee will be validly issued.

This opinion is for your benefit in connection with meeting the requirements of the Securities Act of 1933, as amended (the “Act”), for the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

This opinion speaks as of its date and we undertake no, and hereby disclaim any, obligation to update this opinion.

Very truly yours,

/s/ McDonald Hopkins LLC

EX-12.1

Exhibit 12.1

DYNEGY, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(in millions, except ratio)

The following table presents our ratio of earnings to fixed charges for the periods indicated:

	Successor												Predecessor
										October 2			January 1
	Three Months			Year Ended			Year Ended			Through			Through
	Ended March			December 31,			December 31,			December 31,			October 1,		Year Ended December 31,
	31, 2015			2014			2013			2012			2012		2011			2010
Earnings available for fixed charges, as defined:
Income (loss) from continuing operations before income taxes	$	(181	)	$	(268	)	$	(417	)	$	(113	)	$	121	$	(575	)	$	(453	)
Less: Net income (loss) attributable to noncontrolling interest	(1		)	6			—			—			—		—			—
Less: Undistributed earnings (losses) from continuing operations	—			—			—			—			—		—			(62		)
Add: Fixed charges excluding capitalized interest	132			227			104			16			98		476			462
Earnings available for fixed charges, as defined	$	(48	)	$	(47	)	$	(313	)	$	(97	)	$	219	$	(99	)	$	71
Fixed charges, as defined:
Interest expense and other financing costs, including loss on extinguishment of debt	$	132		$	226		$	102		$	16		$	97	$	360		$	363
Capitalized interest	3			9			2			—			5		12			15
Estimated interest cost within rental expense	—			1			2			—			1		116			99
Fixed charges, as defined	$	135		$	236		$	106		$	16		$	103	$	488		$	477
Ratio of earnings to fixed charges	—		(a)	—		(a)	—		(a)	—		(a)	2.13		—		(a)	—		(a)

(a) For the three months ended March 31, 2015, the years ended December 31, 2014 and 2013, the period from October 2 through December 31, 2012 and the years ended December 31, 2011 and 2010 earnings were insufficient to cover fixed charges by $183 million, $283 million, $419 million, $113 million, $587 million and $406 million, respectively.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of Dynegy Inc. for the exchange offer of $2,100,000,000 of 6.75% Senior Notes due 2019, $1,750,000,000 of 7.375% Senior Notes due 2022, and $1,250,000,000 of 7.625% of Senior Notes due 2024 and to the incorporation by reference therein of our reports dated February 25, 2015, with respect to the consolidated financial statements of Dynegy Inc., and the effectiveness of internal control over financial reporting of Dynegy Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Houston, Texas

June 1, 2015

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Dynegy Inc. of our report dated May 6, 2013 relating to the financial statements of Ameren Energy Resources Company, LLC, which appears in Annex A of Dynegy Inc.’s Registration Statement on Form S-3 ASR dated October 2, 2013. We also consent to the reference to us under the heading “Experts” in this Registration Statement on Form S-4.

PricewaterhouseCoopers LLP

St. Louis, Missouri

June 1, 2015

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Dynegy Inc.’s Registration Statement on Form S-4, of our report dated March 25, 2015, relating to the combined financial statements of the Midwest Generation Business of Duke Energy Corporation as of December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014 (which report expresses an unqualified opinion and includes an emphasis-of-matter paragraph relating to certain income and expense allocations), appearing in the Current Report on Form 8-K of Dynegy Inc. dated April 9, 2015, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina

June 1, 2015

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Dynegy Inc.’s Registration Statement on Form S-4, of our report dated March 27, 2015, relating to the combined financial statements of EquiPower Resources Corp. and Subsidiaries and Brayton Point Holdings, LLC and Subsidiary as of and for the years ended December 31, 2014, 2013 and 2012, appearing in the Current Report on Form 8-K of Dynegy Inc. dated April 9, 2015 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Hartford, Connecticut

June 1, 2015

EX-25.1

Exhibit 25.1

File No.                 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939

 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2)

WILMINGTON TRUST, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

16-1486454

(I.R.S. employer identification no.)

1100 North Market Street

Wilmington, DE 19890

(Address of principal executive offices)

Robert C. Fiedler

Vice President and Counsel

1100 North Market Street

Wilmington, Delaware 19890

(302) 651-8541

(Name, address and telephone number of agent for service)

DYNEGY INC.

 (Exact name of obligor as specified in its charter)

Delaware	20-5653152
(State of incorporation)	(I.R.S. employer identification no.)
601 Travis, Suite 1400
Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

6.75% Senior Notes due 2019

7.375% Senior Notes due 2022

7.625% Senior Notes due 2024

(Title of the indenture securities)

Item 1. GENERAL INFORMATION.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of Currency, Washington, D.C.

Federal Deposit Insurance Corporation, Washington, D.C.

(b)Whether it is authorized to exercise corporate trust powers.

 Yes.

Item 2.AFFILIATIONS WITH THE OBLIGOR.   If the obligor is an affiliate of the trustee, describe each affiliation:

Based upon an examination of the books and records of the trustee and upon information

furnished by the obligor, the obligor is not an affiliate of the trustee.

Item 16.LIST OF EXHIBITS.  Listed below are all exhibits filed as part of this Statement of Eligibility and Qualification.

1.A copy of the Charter for Wilmington Trust, National Association, incorporated by reference to Exhibit 1 of Form T-1.

2.The authority of Wilmington Trust, National Association to commence business was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

3.The authorization to exercise corporate trust powers was granted under the Charter for Wilmington Trust, National Association, incorporated herein by reference to Exhibit 1 of Form T-1.

4.A copy of the existing By-Laws of Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of form T-1.

5.Not applicable.

6.The consent of Trustee as required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1.

7.Current Report of the Condition of Trustee, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

8.Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 1st day of June, 2015.

WILMINGTON TRUST, NATIONAL ASSOCIATION
By:	/s/ Boris Treyger
	Name: Boris Treyger
	Title: Vice President

EXHIBIT 1

CHARTER OF WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLES OF ASSOCIATION

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

For the purpose of organizing an association to perform any lawful activities of national banks, the undersigned do enter into the following articles of association:

FIRST.The title of this association shall be Wilmington Trust, National Association.

SECOND.The main office of the association shall be in the City of Wilmington, County of New Castle, State of Delaware.  The general business of the association shall be conducted at its main office and its branches.

THIRD.The board of directors of this association shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the bank from the 25-member limit.  The exact number is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof.  Each director shall own common or preferred stock of the association or of a holding company owning the association, with an aggregate par, fair market or equity value $1,000. Determination of these values may be based as of either (i) the date of purchase or (ii) the date the person became a director, whichever value is greater.  Any combination of common or preferred stock of the association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders.  The board of directors may not increase the number of directors between meetings of shareholders to a number which:

1)exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or

2)exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25, unless the OCC has exempted the bank from the 25-member limit.

Directors shall be elected for terms of one year and until their successors are elected and qualified. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office.  Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting.  Honorary or advisory directors shall not be counted to determine the number of directors of the association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH.There shall be an annual meeting of the shareholders to elect directors and transact

whatever other business may be brought before the meeting.  It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the bylaws, or, if that day falls on a legal holiday in the state in which the association is located, on the next following banking day.  If no election is held on the day fixed, or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the time, place and purpose of a shareholders’ meeting shall be given to the shareholders by first class mail, unless the OCC determines that an emergency circumstance exists.  The sole shareholder of the bank is permitted to waive notice of the shareholders’ meeting.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder.  If, after the first ballot, subsequent ballots are necessary to elect directors, a shareholder may not vote shares that he or she has already fully cumulated and voted in favor of a successful candidate.  On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for election of directors.  Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the president of the association not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed.  Such notification shall contain the following information to the extent known to the notifying shareholder:

1)The name and address of each proposed nominee.

2)The principal occupation of each proposed nominee.

3)The total number of shares of capital stock of the association that will be voted for each proposed nominee.

4)The name and residence address of the notifying shareholder.

5)The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and the vote tellers may disregard all votes cast for each such nominee.  No bylaw may unreasonably restrict the nomination of directors by shareholders.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove the director, when notice of the meeting stating that the purpose or one of the purposes is to remove the director is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.

FIFTH.The authorized amount of capital stock of this association shall be ten thousand shares of common stock of the par value of one hundred dollars ($100) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the association, whether now or hereafter authorized, or to any obligations convertible into stock of the association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix.  Preemptive rights also must be approved by a vote of holders of two-thirds of the bank’s outstanding voting shares. Unless otherwise specified in these articles of association or required by law, (1) all matters requiring shareholder action, including amendments to the articles of association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

Unless otherwise specified in these articles of association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.  If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment.

Shares of one class or series may be issued as a dividend for shares of the same class or series on a pro rata basis and without consideration.  Shares of one class or series may be issued as share dividends for a different class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued, unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the board of directors, the record date for determining shareholders entitled to a share dividend shall be the date authorized by the board of directors for the share dividend.

Unless otherwise provided in the bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the association may: (a) issue fractional shares; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the association’s stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers; and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares.  The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the association and the proceeds paid to scriptholders.

The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders.  Obligations classified as debt, whether or not subordinated, which may be issued by the association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH.The board of directors shall appoint one of its members president of this association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the association, and such other officers and employees as may be required to transact the business of this association.

A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the bylaws.

The board of directors shall have the power to:

1)Define the duties of the officers, employees, and agents of the association.

2)Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.

3)Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

4)Dismiss officers and employees.

5)Require bonds from officers and employees and to fix the penalty thereof.

6)Ratify written policies authorized by the association’s management or committees of the board.

7)Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

8)Manage and administer the business and affairs of the association.

9)Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.

10)Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.

11)Make contracts.

12)Generally perform all acts that are legal for a board of directors to perform.

SEVENTH.The board of directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such association for a relocation outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of Wilmington Delaware, but not more than 30 miles beyond such limits.  The board of directors shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH.The corporate existence of this association shall continue until termination according to the laws of the United States.

NINTH.The board of directors of this association, or any one or more shareholders owning, in the aggregate, not less than 50 percent of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the bylaws or the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given at least 10 days prior to the meeting by first-class mail, unless the OCC determines that an emergency circumstance exists.  If the association is a wholly-owned subsidiary, the sole shareholder may waive notice of the shareholders’ meeting. Unless otherwise provided by the bylaws or these articles, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH.For purposes of this Article Tenth, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred. The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association. In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that

such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these articles of association and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders.  To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met.  If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Article Tenth have been met.  If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these articles of association, (b) shall continue to exist after any restrictive amendment of these articles of association with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these articles of association shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in these articles of association, the bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized.  Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these articles of association shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Article Tenth or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article Tenth shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these articles of association; provided, however, that no such insurance shall include coverage to pay or reimburse any institution-affiliated party for the cost of any judgment or civil money penalty assessed against such person in an administrative proceeding or civil action commenced by any federal banking agency.  Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ELEVENTH.These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount.  The association’s board of directors may propose one or more amendments to the articles of association for submission to the shareholders.

EXHIBIT 4

BY-LAWS OF WILMINGTON TRUST, NATIONAL ASSOCIATION

AMENDED AND RESTATED BYLAWS

OF

WILMINGTON TRUST, NATIONAL ASSOCIATION

ARTICLE I

Meetings of Shareholders

Section 1.  Annual Meeting.  The annual meeting of the shareholders to elect directors and transact whatever other business may properly come before the meeting shall be held at the main office of the association, Rodney Square North, 1100 Market Street, City of Wilmington, State of Delaware, at 1:00 o’clock p.m. on the first Tuesday in March of each year, or at such other place and time as the board of directors may designate, or if that date falls on a legal holiday in Delaware, on the next following banking day.  Notice of the meeting shall be mailed by first class mail, postage prepaid, at least 10 days and no more than 60 days prior to the date thereof, addressed to each shareholder at his/her address appearing on the books of the association.  If, for any cause, an election of directors is not made on that date, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within 60 days of the date fixed, to be designated by the board of directors, or, if the directors fail to fix the date, by shareholders representing two-thirds of the shares.  In these circumstances, at least 10 days’ notice must be given by first class mail to shareholders.

Section 2.  Special Meetings.  Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the board of directors or by any one or more shareholders owning, in the aggregate, not less than fifty percent of the stock of the association.  Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than 10 days nor more than 60 days prior to the date fixed for the meeting, to each shareholder at the address appearing on the books of the association a notice stating the purpose of the meeting.

The board of directors may fix a record date for determining shareholders entitled to notice and to vote at any meeting, in reasonable proximity to the date of giving notice to the shareholders of such meeting.  The record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs a demand for the meeting describing the purpose or purposes for which it is to be held.

A special meeting may be called by shareholders or the board of directors to amend the articles of association or bylaws, whether or not such bylaws may be amended by the board of directors in the absence of shareholder approval.

If an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment, unless any additional items of business are to be considered, or the association becomes aware of an intervening event materially affecting any matter to be voted on more than 10 days prior to the date to which the meeting is adjourned.  If a new record date for the adjourned meeting is fixed, however, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.  If, however, the meeting to elect the directors is adjourned before the election takes place, at least ten days’ notice of the new election must be given to the shareholders by first-class mail.

Section 3.  Nominations of Directors.  Nominations for election to the board of directors may be made by the board of directors or by any stockholder of any outstanding class of capital stock of the association entitled to vote for the election of directors.  Nominations, other than those made by or on behalf of the existing management of the association, shall be made in writing and shall be delivered or mailed to the president of the association and the Comptroller of the Currency, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of the association not later than the close of business on the seventh day following the day on which the notice of meeting was mailed.  Such notification shall contain the following information to the extent known to the notifying shareholder:

(1)The name and address of each proposed nominee;

(2)The principal occupation of each proposed nominee;

(3)The total number of shares of capital stock of the association that will be voted for each proposed nominee;

(4)The name and residence of the notifying shareholder; and

(5)The number of shares of capital stock of the association owned by the notifying shareholder.

Nominations not made in accordance herewith may, in his/her discretion, be disregarded by the chairperson of the meeting, and upon his/her instructions, the vote tellers may disregard all votes cast for each such nominee.

Section 4.  Proxies.  Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this association shall act as proxy.  Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting.  Proxies shall be dated and filed with the records of the meeting.  Proxies with facsimile signatures may be used and unexecuted proxies may be counted upon receipt of a written confirmation from the shareholder.  Proxies meeting the above requirements submitted at any time during a meeting shall be accepted.

Section 5.  Quorum.  A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, or by the shareholders or directors pursuant to Article IX, Section 2, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice.  A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the articles of association, or by the shareholders or directors pursuant to Article IX, Section 2.  If a meeting for the election of directors is not held on the fixed date, at least 10 days’ notice must be given by first-class mail to the shareholders.

ARTICLE II

Directors

Section 1.  Board of Directors.  The board of directors shall have the power to manage and administer the business and affairs of the association.  Except as expressly limited by law, all corporate powers of the association shall be vested in and may be exercised by the board of directors.

Section 2.  Number.  The board of directors shall consist of not less than five nor more than twenty-five members, unless the OCC has exempted the bank from the 25-member limit.  The exact number within such minimum and maximum limits is to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any meeting thereof.

Section 3.  Organization Meeting.  The secretary or treasurer, upon receiving the certificate of the judges of the result of any election, shall notify the directors-elect of their election and of the time at which they are required to meet at the main office of the association, or at such other place in the cities of Wilmington, Delaware or Buffalo, New York, to organize the new board of directors and elect and appoint officers of the association for the succeeding year.  Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within 30 days thereof.  If, at the time fixed for such meeting, there shall not be a quorum, the directors present may adjourn the meeting, from time to time, until a quorum is obtained.

Section 4.  Regular Meetings.  The Board of Directors may, at any time and from time to time, by resolution designate the place, date and hour for the holding of a regular meeting, but in the absence of any such designation, regular meetings of the board of directors shall be held, without notice, on the first Tuesday of each March, June and September, and on the second Tuesday of each December at the main office or other such place as the board of directors may designate.  When any regular meeting of the board of directors falls upon a holiday, the meeting shall be held on the next banking business day unless the board of directors shall designate another day.

Section 5.  Special Meetings.  Special meetings of the board of directors may be called by the Chairman of the Board of the association, or at the request of two or more directors.  Each member of the board of directors shall be given notice by telegram, first class mail, or in person stating the time and place of each special meeting.

Section 6.  Quorum.  A majority of the entire board then in office shall constitute a quorum at any meeting, except when otherwise provided by law or these bylaws, but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice.  If the number of directors present at the meeting is reduced below the number that would constitute a quorum, no business may be transacted, except selecting directors to fill vacancies in conformance with Article II, Section 7.  If a quorum is present, the board of directors may take action through the vote of a majority of the directors who are in attendance.

Section 7.  Meetings by Conference Telephone.  Any one or more members of the board of directors or any committee thereof may participate in a meeting of such board or committees by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation in a meeting by such means shall constitute presence in person at such meeting.

Section 8.  Procedures.  The order of business and all other matters of procedure at every

meeting of the board of directors may be determined by the person presiding at the meeting.

Section 9.  Removal of Directors.  Any director may be removed for cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by vote of the stockholders.  Any director may be removed without cause, at any meeting of stockholders notice of which shall have referred to the proposed action, by the vote of the holders of a majority of the shares of the Corporation entitled to vote.  Any director may be removed for cause, at any meeting of the directors notice of which shall have referred to the proposed action, by vote of a majority of the entire Board of Directors.

Section 10.  Vacancies.  When any vacancy occurs among the directors, a majority of the remaining members of the board of directors, according to the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the board of directors, or at a special meeting called for that purpose at which a quorum is present, or if the directors remaining in office constitute fewer than a quorum of the board of directors, by the affirmative vote of a majority of all the directors remaining in office, or by shareholders at a special meeting called for that purpose in conformance with Section 2 of Article I.  At any such shareholder meeting, each shareholder entitled to vote shall have the right to multiply the number of votes he or she is entitled to cast by the number of vacancies being filled and cast the product for a single candidate or distribute the product among two or more candidates.  A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

ARTICLE III

Committees of the Board

The board of directors has power over and is solely responsible for the management, supervision, and administration of the association.  The board of directors may delegate its power, but none of its responsibilities, to such persons or committees as the board may determine.

The board of directors must formally ratify written policies authorized by committees of the board of directors before such policies become effective.  Each committee must have one or more member(s), and who may be an officer of the association or an officer or director of any affiliate of the association, who serve at the pleasure of the board of directors.  Provisions of the articles of association and these bylaws governing place of meetings, notice of meeting, quorum and voting requirements of the board of directors, apply to committees and their members as well.  The creation of a committee and appointment of members to it must be approved by the board of directors.

Section 1.  Loan Committee.  There shall be a loan committee composed of not less than 2 directors, appointed by the board of directors annually or more often.  The loan committee, on behalf of the bank, shall have power to discount and purchase bills, notes and other evidences of debt, to buy and sell bills of exchange, to examine and approve loans and discounts, to exercise authority regarding loans and discounts, and to exercise, when the board of directors is not in session, all other powers of the board of directors that may lawfully be delegated.  The loan committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 2.  Investment Committee.  There shall be an investment committee composed of not less than 2 directors, appointed by the board of directors annually or more often.  The investment committee, on behalf of the bank, shall have the power to ensure adherence to the investment policy, to recommend amendments thereto, to purchase and sell securities, to exercise authority regarding

investments and to exercise, when the board of directors is not in session, all other powers of the board of directors regarding investment securities that may be lawfully delegated.  The investment committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the board of directors at which a quorum is present, and any action taken by the board of directors with respect thereto shall be entered in the minutes of the board of directors.

Section 3.  Examining Committee.  There shall be an examining committee composed of not less than 2 directors, exclusive of any active officers, appointed by the board of directors annually or more often.  The duty of that committee shall be to examine at least once during each calendar year and within 15 months of the last examination the affairs of the association or cause suitable examinations to be made by auditors responsible only to the board of directors and to report the result of such examination in writing to the board of directors at the next regular meeting thereafter.  Such report shall state whether the association is in a sound condition, and whether adequate internal controls and procedures are being maintained and shall recommend to the board of directors such changes in the manner of conducting the affairs of the association as shall be deemed advisable.

Notwithstanding the provisions of the first paragraph of this section 3, the responsibility and authority of the Examining Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 4.  Trust Audit Committee.  There shall be a trust audit committee in conformance with Section 1 of Article V.

Section 5.  Other Committees.  The board of directors may appoint, from time to time, from its own members, compensation, special litigation and other committees of one or more persons, for such purposes and with such powers as the board of directors may determine.

However, a committee may not:

(1)Authorize distributions of assets or dividends;

(2)Approve action required to be approved by shareholders;

(3)Fill vacancies on the board of directors or any of its committees;

(4)Amend articles of association;

(5)Adopt, amend or repeal bylaws; or

(6)Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

Section 6.  Committee Members’ Fees.  Committee members may receive a fee for their services as committee members and traveling and other out-of-pocket expenses incurred in attending any meeting of a committee of which they are a member.  The fee may be a fixed sum to be paid for attending each meeting or a fixed sum to be paid quarterly, or semiannually, irrespective of the number of meetings attended or not attended.  The amount of the fee and the basis on which it shall be paid shall be determined by the Board of Directors.

ARTICLE IV

Officers and Employees

Section 1.  Chairperson of the Board.  The board of directors shall appoint one of its members to be the chairperson of the board to serve at its pleasure.  Such person shall preside at all meetings of the board of directors.  The chairperson of the board shall supervise the carrying out of the policies adopted or approved by the board of directors; shall have general executive powers, as well as the specific powers conferred by these bylaws; and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned by the board of directors.

Section 2.  President.  The board of directors shall appoint one of its members to be the president of the association.  In the absence of the chairperson, the president shall preside at any meeting of the board of directors.  The president shall have general executive powers and shall have and may exercise any and all other powers and duties pertaining by law, regulation, or practice to the office of president, or imposed by these bylaws.  The president shall also have and may exercise such further powers and duties as from time to time may be conferred or assigned by the board of directors.

Section 3.  Vice President.  The board of directors may appoint one or more vice presidents.  Each vice president shall have such powers and duties as may be assigned by the board of directors.  One vice president shall be designated by the board of directors, in the absence of the president, to perform all the duties of the president.

Section 4.  Secretary.  The board of directors shall appoint a secretary, treasurer, or other designated officer who shall be secretary of the board of directors and of the association and who shall keep accurate minutes of all meetings.  The secretary shall attend to the giving of all notices required by these bylaws; shall be custodian of the corporate seal, records, documents and papers of the association; shall provide for the keeping of proper records of all transactions of the association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of treasurer, or imposed by these bylaws; and shall also perform such other duties as may be assigned from time to time, by the board of directors.

Section 5.  Other Officers.  The board of directors may appoint one or more assistant vice presidents, one or more trust officers, one or more assistant secretaries, one or more assistant treasurers, one or more managers and assistant managers of branches and such other officers and attorneys in fact as from time to time may appear to the board of directors to be required or desirable to transact the business of the association.  Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by the board of directors, the chairperson of the board, or the president.  The board of directors may authorize an officer to appoint one or more officers or assistant officers.

Section 6.  Tenure of Office.  The president and all other officers shall hold office for the current year for which the board of directors was elected, unless they shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president shall be filled promptly by the board of directors.

Section 7.  Resignation.  An officer may resign at any time by delivering notice to the association.  A resignation is effective when the notice is given unless the notice specifies a later effective date.

ARTICLE V

Fiduciary Activities

Section 1.  Trust Audit Committee.  There shall be a Trust Audit Committee composed of not less than 2 directors, appointed by the board of directors, which shall, at least once during each calendar year make suitable audits of the association’s fiduciary activities or cause suitable audits to be made by auditors responsible only to the board, and at such time shall ascertain whether fiduciary powers have been administered according to law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles.  Such committee: (1) must not include any officers of the bank or an affiliate who participate significantly in the administration of the bank’s fiduciary activities; and (2) must consist of a majority of members who are not also members of any committee to which the board of directors has delegated power to manage and control the fiduciary activities of the bank.

Notwithstanding the provisions of the first paragraph of this section 1, the responsibility and authority of the Trust Audit Committee may, if authorized by law, be given over to a duly constituted audit committee of the association’s parent corporation by a resolution duly adopted by the board of directors.

Section 2.  Fiduciary Files.  There shall be maintained by the association all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 3.  Trust Investments.  Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and applicable law.  Where such instrument does not specify the character and class of investments to be made, but does vest in the association investment discretion, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under applicable law.

ARTICLE VI

Stock and Stock Certificates

Section 1.  Transfers.  Shares of stock shall be transferable on the books of the association, and a transfer book shall be kept in which all transfers of stock shall be recorded.  Every person becoming a shareholder by such transfer shall in proportion to such shareholder’s shares, succeed to all rights of the prior holder of such shares.  The board of directors may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the association with respect to stock transfers, voting at shareholder meetings and related matters and to protect it against fraudulent transfers.

Section 2. Stock Certificates.  Certificates of stock shall bear the signature of the president (which may be engraved, printed or impressed) and shall be signed manually or by facsimile process by the secretary, assistant secretary, treasurer, assistant treasurer, or any other officer appointed by the board of directors for that purpose, to be known as an authorized officer, and the seal of the association shall be engraved thereon.  Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the association properly endorsed.

The board of directors may adopt or use procedures for replacing lost, stolen, or destroyed stock certificates as permitted by law.

The association may establish a procedure through which the beneficial owner of shares that are registered in the name of a nominee may be recognized by the association as the shareholder.  The procedure may set forth:

(1)The types of nominees to which it applies;

(2)The rights or privileges that the association recognizes in a beneficial owner;

(3)How the nominee may request the association to recognize the beneficial owner as the shareholder;

(4)The information that must be provided when the procedure is selected;

(5)The period over which the association will continue to recognize the beneficial owner as the shareholder;

(6)Other aspects of the rights and duties created.

ARTICLE VII

Corporate Seal

Section 1.  Seal.  The seal of the association shall be in such form as may be determined from time to time by the board of directors.  The president, the treasurer, the secretary or any assistant treasurer or assistant secretary, or other officer thereunto designated by the board of directors shall have authority to affix the corporate seal to any document requiring such seal and to attest the same.  The seal on any corporate obligation for the payment of money may be facsimile.

ARTICLE VIII

Miscellaneous Provisions

Section 1.  Fiscal Year.  The fiscal year of the association shall be the calendar year.

Section 2.  Execution of Instruments.  All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf of the association by the chairperson of the board, or the president, or any vice president, or the secretary, or the treasurer, or, if in connection with the exercise of fiduciary powers of the association, by any of those offices or by any trust officer.  Any such instruments may also be executed, acknowledged, verified, delivered or accepted on behalf of the association in such other manner and by such other officers as the board of directors may from time to time direct.  The provisions of this section 2 are supplementary to any other provision of these bylaws.

Section 3.  Records.  The articles of association, the bylaws and the proceedings of all meetings of the shareholders, the board of directors, and standing committees of the board of directors shall be recorded in appropriate minute books provided for that purpose.  The minutes of each meeting shall be signed by the secretary, treasurer or other officer appointed to act as secretary of the meeting.

Section 4.  Corporate Governance Procedures.  To the extent not inconsistent with federal banking statutes and regulations, or safe and sound banking practices, the association may follow the Delaware General Corporation Law, Del. Code Ann. tit. 8 (1991, as amended 1994, and as amended thereafter) with respect to matters of corporate governance procedures.

Section 5.  Indemnification.  For purposes of this Section 5 of Article VIII, the term “institution-affiliated party” shall mean any institution-affiliated party of the association as such term is defined in 12 U.S.C. 1813(u).

Any institution-affiliated party (or his or her heirs, executors or administrators) may be indemnified or reimbursed by the association for reasonable expenses actually incurred in connection with any threatened, pending or completed actions or proceedings and appeals therein, whether civil, criminal, governmental, administrative or investigative, in accordance with and to the fullest extent permitted by law, as such law now or hereafter exists; provided, however, that when an administrative proceeding or action instituted by a federal banking agency results in a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association, then the association shall require the repayment of all legal fees and expenses advanced pursuant to the next succeeding paragraph and may not indemnify such institution-affiliated parties (or their heirs, executors or administrators) for expenses, including expenses for legal fees, penalties or other payments incurred.  The association shall provide indemnification in connection with an action or proceeding (or part thereof) initiated by an institution-affiliated party (or by his or her heirs, executors or administrators) only if such action or proceeding (or part thereof) was authorized by the board of directors.

Expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding under 12 U.S.C. 164 or 1818 may be paid by the association in advance of the final disposition of such action or proceeding upon (a) a determination by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding that the institution-affiliated party (or his or her heirs, executors or administrators) has a reasonable basis for prevailing on the merits, (b) a determination that the indemnified individual (or his or her heirs, executors or administrators) will have the financial capacity to reimburse the bank in the event he or she does not prevail, (c) a determination that the payment of expenses and fees by the association will not adversely affect the safety and soundness of the association, and (d) receipt of an undertaking by or on behalf of such institution-affiliated party (or by his or her heirs, executors or administrators) to repay such advancement in the event of a final order or settlement pursuant to which such person: (i) is assessed a civil money penalty, (ii) is removed from office or prohibited from participating in the conduct of the affairs of the association, or (iii) is required to cease and desist from or to take any affirmative action described in 12 U.S.C. 1818(b) with respect to the association.  In all other instances, expenses incurred by an institution-affiliated party (or by his or her heirs, executors or administrators) in connection with any action or proceeding as to which indemnification may be given under these articles of association may be paid by the association in advance of the final disposition of such action or proceeding upon (a) receipt of an undertaking by or on behalf of such institution-affiliated party (or by or on behalf of his or her heirs, executors or administrators) to repay such advancement in the event that such institution-affiliated party (or his or her heirs, executors or administrators) is ultimately found not to be entitled to indemnification as authorized by these bylaws and (b) approval by the board of directors acting by a quorum consisting of directors who are not parties to such action or proceeding or, if such a quorum is not obtainable, then approval by stockholders.  To the extent permitted by law, the board of directors or, if applicable, the stockholders, shall not be required to find that the institution-affiliated party has met the applicable standard of conduct provided by law for indemnification in connection with such

action or proceeding.

In the event that a majority of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the remaining members of the board may authorize independent legal counsel to review the indemnification request and provide the remaining members of the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met.  If independent legal counsel opines that said conditions have been met, the remaining members of the board of directors may rely on such opinion in authorizing the requested indemnification.

In the event that all of the members of the board of directors are named as respondents in an administrative proceeding or civil action and request indemnification, the board shall authorize independent legal counsel to review the indemnification request and provide the board with a written opinion of counsel as to whether the conditions delineated in the first four paragraphs of this Section 5 of Article VIII have been met.  If legal counsel opines that said conditions have been met, the board of directors may rely on such opinion in authorizing the requested indemnification.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in these articles of association (a) shall be available with respect to events occurring prior to the adoption of these bylaws, (b) shall continue to exist after any restrictive amendment of these bylaws with respect to events occurring prior to such amendment, (c) may be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding, or on the basis of applicable law in effect at the time such rights are claimed, and (d) are in the nature of contract rights which may be enforced in any court of competent jurisdiction as if the association and the institution-affiliated party (or his or her heirs, executors or administrators) for whom such rights are sought were parties to a separate written agreement.

The rights of indemnification and to the advancement of expenses provided in these bylaws shall not, to the extent permitted under applicable law, be deemed exclusive of any other rights to which any such institution-affiliated party (or his or her heirs, executors or administrators) may now or hereafter be otherwise entitled whether contained in the association’s articles of association, these bylaws, a resolution of stockholders, a resolution of the board of directors, or an agreement providing such indemnification, the creation of such other rights being hereby expressly authorized.  Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in these bylaws shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any such institution-affiliated party (or of his or her heirs, executors or administrators) in any such action or proceeding to have assessed or allowed in his or her favor, against the association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

If this Section 5 of Article VIII or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Section 5 of Article VIII shall remain fully enforceable.

The association may, upon affirmative vote of a majority of its board of directors, purchase insurance to indemnify its institution-affiliated parties to the extent that such indemnification is allowed in these bylaws; provided, however, that no such insurance shall include coverage for a final order assessing civil money penalties against such persons by a bank regulatory agency.  Such insurance may, but need not, be for the benefit of all institution-affiliated parties.

ARTICLE IX

Inspection and Amendments

Section 1.  Inspection.  A copy of the bylaws of the association, with all amendments, shall at all times be kept in a convenient place at the main office of the association, and shall be open for inspection to all shareholders during banking hours.

Section 2.  Amendments.  The bylaws of the association may be amended, altered or repealed, at any regular meeting of the board of directors, by a vote of a majority of the total number of the directors except as provided below, and provided that the following language accompany any such change.

I,                               , certify that:  (1) I am the duly constituted (secretary or treasurer) of  and secretary of its board of directors, and as such officer am the official custodian of its records;  (2) the foregoing bylaws are the bylaws of the association, and all of them are now lawfully in force and effect.

I have hereunto affixed my official signature on this                              day of                           .

(Secretary or Treasurer)

The association’s shareholders may amend or repeal the bylaws even though the bylaws also may be amended or repealed by the board of directors.

EXHIBIT 6

Section 321(b) Consent

Pursuant to Section 321(b) of the Trust Indenture Act of 1939, as amended, Wilmington Trust, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor.

		WILMINGTON TRUST, NATIONAL ASSOCIATION
Dated:	June 1, 2015		By:	/s/ Boris Treyger
				Name: Boris Treyger
				Title: Vice President

EXHIBIT 7

R E P O R T   O F   C O N D I T I O N

WILMINGTON TRUST, NATIONAL ASSOCIATION

As of the close of business on December 31, 2014

ASSETS	Thousands of Dollars
Cash and balances due from depository institutions:	2,246,734
Securities:	5,091
Federal funds sold and securities purchased under agreement to resell:	0
Loans and leases held for sale:	0
Loans and leases net of unearned income, allowance:	444,218
Premises and fixed assets:	7,821
Other real estate owned:	338
Investments in unconsolidated subsidiaries and associated companies:	0
Direct and indirect investments in real estate ventures:	0
Intangible assets:	2,033
Other assets:	63,718
Total Assets:	2,769,953

LIABILITIES	Thousands of Dollars
Deposits	2,168,256
Federal funds purchased and securities sold under agreements to repurchase	89,000
Other borrowed money:	0
Other Liabilities:	76,499
Total Liabilities	2,333,755

EQUITY CAPITAL	Thousands of Dollars
Common Stock	1,000
Surplus	387,020
Retained Earnings	48,773
Accumulated other comprehensive income	(595	)
Total Equity Capital	436,198
Total Liabilities and Equity Capital	2,769,953

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

DYNEGY INC.

OFFER TO EXCHANGE

(i)            UP TO $2,100,000,000 6.75% SENIOR NOTES DUE 2019
(CUSIP 26817R AM0)
AND THE RELATED SUBSIDIARY GUARANTEES,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED
6.75% SENIOR NOTES DUE 2019
(CUSIPS 26817R AF5 AND U2676Q AE8)
AND THE RELATED SUBSIDIARY GUARANTEES
AND

OFFER TO EXCHANGE

(ii)           UP TO $1,750,000,000 7.375% SENIOR NOTES DUE 2022
(CUSIP 26817R AN8)
AND THE RELATED SUBSIDIARY GUARANTEES,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED
7.375% SENIOR NOTES DUE 2022
(CUSIPS 26817R AG3 AND U2676Q AF5)
AND THE RELATED SUBSIDIARY GUARANTEES
AND

OFFER TO EXCHANGE

(iii)        UP TO $1,250,000,000 7.625% SENIOR NOTES DUE 2024
(CUSIP 26817R AP3)
AND THE RELATED SUBSIDIARY GUARANTEES,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED
7.625% SENIOR NOTES DUE 2024
(CUSIPS 26817R AH1 AND U2676Q AG3)
AND THE RELATED SUBSIDIARY GUARANTEES

IN EACH CASE, PURSUANT TO THE PROSPECTUS DATED                , 2015

THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                , 2015, UNLESS EXTENDED BY DYNEGY (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS OF OLD NOTES MAY BE VALIDLY WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE, UNLESS ONE OR MORE OF THE EXCHANGE OFFERS ARE EXTENDED.

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

If you desire to accept the applicable Exchange Offer, this Letter of Transmittal should be completed, signed and submitted to Wilmington Trust, National Association (the "Exchange Agent") as follows

Registered & Certified Mail:	Regular Mail or Courier:	In Person by Hand Only:
Wilmington Trust, National Association	Wilmington Trust, National Association	Wilmington Trust, National Association
Rodney Square North	Rodney Square North	Rodney Square North
1100 North Market Street	1100 North Market Street	1100 North Market Street
Wilmington, DE 19890-1626	Wilmington, DE 19890-1626	Wilmington, DE 19890-1626
Attn: Workflow Management—5th Floor	Attn: Workflow Management—5th Floor	Attn: Workflow Management—5th Floor
By Telephone: (302) 636-6181
By Facsimile (for Eligible Institutions only): (302) 636-4139
For information: DTC2@wilmingtontrust.com

IMPORTANT INFORMATION

DELIVERY OF THIS LETTER OF TRANSMITTAL (THIS "LETTER OF TRANSMITTAL") TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID TENDER. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below).

        The prospectus, dated                                    , 2015 (the "Prospectus"), of Dynegy Inc., a Delaware corporation ("Dynegy"), and this Letter of Transmittal (the "Letter") relating to Dynegy's offer (the "Exchange Offer") to exchange (i) up to $2,100,000,000 in aggregate principal amount of its new 6.75% Senior Notes due 2019 (the "2019 Exchange Notes") (ii) up to $1,750,000,000 in aggregate principal amount of its new 7.375% Senior Notes due 2022 (the "2022 Exchange Notes") and (iii) up to $1,250,000,000 in aggregate principal amount of its new 7.625% Senior Notes due 2024 (the "2024 Exchange Notes" and, together with the 2019 Exchange Notes and the 2022 Exchange Notes, the "Exchange Notes"), which exchanges have been registered under the Securities Act of 1933, as amended (the "Securities Act"), in each case, for any and all of its outstanding 6.75% Senior Notes due 2019 (the "2019 Old Notes"), outstanding 7.375% Senior Notes due 2022 (the "2022 Old Notes") and outstanding 7.625% Senior Notes due 2024 (the "2024 Old Notes" and, together with the 2019 Old Notes and the 2022 Old Notes, the "Old Notes"), respectively, upon the terms and subject to the conditions set forth in the Prospectus and the Letter.

        For each Old Note accepted for exchange, the holder of such Old Note will receive an applicable Exchange Note having a principal amount equal to the principal amount at maturity of the surrendered Old Note. Each of the Exchange Notes will bear interest from the most recent date to which interest has been paid on the applicable Old Notes, or if no interest has been paid, from the date of original issuance. Accordingly, registered holders of Exchange Notes will receive interest accruing from the most recent date to which interest has been paid on the applicable Old Notes, unless the record date for the first interest payment after the consummation of the applicable Exchange Offer preceded such date of consummation, in which case the interest payable on such interest payment date will be paid to the holders of the applicable Old Notes.

        This Letter is to be completed by a holder of the applicable Old Notes either: (i) if certificates for such Old Notes are to be forwarded herewith or (ii) if a tender of such Old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company ("DTC") pursuant to the procedures set forth in "The Exchange Offers—Book-Entry Transfers" section of the Prospectus and an Agent's Message is not delivered. HOLDERS OF OLD NOTES WHO HAVE PREVIOUSLY VALIDLY DELIVERED A LETTER OF TRANSMITTAL IN CONJUNCTION WITH A VALID TENDER OF OLD NOTES FOR EXCHANGE PURSUANT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS UNDER THE HEADING "THE EXCHANGE OFFERS" ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION TO RECEIVE EXCHANGE NOTES. HOLDERS OF OLD NOTES WHO HAVE PREVIOUSLY VALIDLY TENDERED OLD NOTES FOR EXCHANGE OR WHO VALIDLY TENDER OLD NOTES FOR EXCHANGE IN

ACCORDANCE WITH THIS LETTER MAY WITHDRAW ANY OLD NOTES SO TENDERED AT ANY TIME PRIOR TO THE EXPIRATION DATE. SEE THE PROSPECTUS UNDER THE HEADING "THE EXCHANGE OFFERS" FOR INFORMATION ABOUT THE TENDER AND WITHDRAWAL PROVISIONS. Tenders by book-entry transfer also may be made by delivering an Agent's Message in lieu of this Letter. The term "Agent's Message" means a message, transmitted by DTC to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation (as defined below), which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter and that Dynegy may enforce this Letter against such participant. The term "Book-Entry Confirmation" means the confirmation of the book-entry tender of Old Notes into the Exchange Agent's account at DTC.

Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

        The method of delivery of Old Notes, Letters and all other required documents are at the election and risk of the holders. If such delivery is by mail it is recommended that registered mail properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No Letters or Old Notes should be sent to Dynegy.

        The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the applicable Exchange Offer.

        List below the applicable Old Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount at maturity of such Old Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES
	Name(s) and Address(es) of Registered Holder(s) (Please fill-in, if blank)	1     Certificate Number(s)*	2 Aggregate Principal Amount Represented	3   Principal Amount Tendered**
		Total
*	Need not be completed if Old Notes are being tendered by book-entry transfer.
**	Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Notes represented by the Old Notes indicated in column 2. See Instruction 2. Old Notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof; provided that the untendered portion of an Old Note or the portion thereof not accepted for exchange must be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. See Instruction 1.

o

CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution

        Account Number

        Transaction Code Number

        By crediting the Old Notes to the Exchange Agent's account at DTC using the Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the applicable Exchange Offer, including transmitting to the Exchange Agent an Agent's Message in which the holder of the Old Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter, the participant in DTC confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter to the Exchange Agent.

o

CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.

o

CHECK HERE AND FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

        Name:

        Address:

        If the undersigned is not a broker-dealer, the undersigned represents that it acquired the applicable Exchange Notes in the ordinary course of its business, it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of Exchange Notes in violation of the provisions of the Securities Act or the Securities and Exchange Commission (the "SEC") policy, it is not an Affiliate of Dynegy or any Guarantor as defined by Rule 405 of the Securities Act, or if it is an Affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities, it shall deliver a Prospectus in connection with any resale of such Exchange Notes and it has the full power and authority to transfer the applicable Old Notes in exchange for the applicable Exchange Notes and that Dynegy will acquire good and unencumbered title to such Old Notes free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims; however, by so acknowledging and by delivering a Prospectus, the undersigned shall not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the applicable Exchange Offer, the undersigned hereby tenders to Dynegy the aggregate principal amount at maturity of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, Dynegy all right, title and interest in and to such Old Notes as are being tendered hereby.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent (with full knowledge that the Exchange Agent is acting as agent for Dynegy) as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered Old Notes, with full power of substitution, among other things, to cause the Old Notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby, and to acquire Exchange Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, Dynegy will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by Dynegy. The undersigned hereby further represents that, among other things, any Exchange Notes acquired in exchange for Old Notes will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Old Notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution of the Old Notes or Exchange Notes within the meaning of the Securities Act, and that neither the holder of such Old Notes nor any such other person is an affiliate" of Dynegy as such term is defined in Rule 405 under the Securities Act.

        The undersigned also acknowledges that the Exchange Offers are being made based upon Dynegy's understanding of an interpretation by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties, including Exxon Capital Holdings Corporation (available April 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993), that the applicable Exchange Notes issued in exchange for the applicable Old Notes pursuant to the applicable Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other other than any such holder that is an "affiliate" of Dynegy within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders' business, such holders are not holding any Old Notes that have the status of, or are reasonably likely to have the status of, an unsold allotment in the initial offering, and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes. However, the SEC has not considered the Exchange Offers in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offers as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any holder is an affiliate of Dynegy, is engaged in or intends to engage in, or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the applicable Exchange Offer, such holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes, it represents that the Old Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus meeting the

requirements of the Securities Act, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned will, upon request, execute and deliver any additional documents deemed by Dynegy to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offers—Withdrawal Rights" section of the Prospectus.

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please deliver the applicable Exchange Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of such Old Notes, please credit the account indicated above maintained at DTC. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the applicable Exchange Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Old Notes."

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)

        To be completed ONLY if certificates for Old Notes not exchanged and/or Exchange Notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above, or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

        Issue Exchange Notes and/or Old Notes to:

Name(s):
	(Please Type or Print)
	(Please Type or Print)
Address:
	(Including Zip Code)

o	Credit unexchanged Old Notes delivered by book-entry transfer to DTC account set forth below.
	(Book-Entry Transfer Facility Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)

        To be completed ONLY if certificates for Old Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter above or to such person or persons at an address other than shown in the box entitled "Description of Old Notes" on this Letter above.

        Mail Exchange Notes and/or Old Notes to:

Name(s):
	(Please Type or Print)
	(Please Type or Print)
Address:	(Including Zip Code)

IMPORTANT: THIS LETTER OR A COPY HEREOF OR AN AGENT'S MESSAGE IN LIEU THEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

EXCEPT AS OTHERWISE PROVIDED IN THE PROSPECTUS AND IN THIS LETTER, IN ORDER TO VALIDLY TENDER OLD NOTES FOR EXCHANGE, HOLDERS OF OLD NOTES MUST COMPLETE, EXECUTE AND DELIVER THIS LETTER OF TRANSMITTAL.

        Except as stated in the Prospectus, all authority herein conferred or agreed to be conferred shall survive the death, incapacity or dissolution of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

(To be Completed by All Tendering Holders)
(Complete Accompanying Form W-9 Below)

	,		,	2015
	,		,	2015
(Signature(s) of Owner)		(Date)

Area Code and Telephone Number

        This Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes hereby tendered or on a security position listing or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):
	(Please Type or Print)
Capacity:
Address:
(Including Zip Code)

Principal place of business (if different from address listed above):

(Including Zip Code)

Area Code and Telephone No.:

Taxpayer Identification or Social Security Nos.:

SIGNATURE GUARANTEE
(If required by Instruction 3)

Signature(s) Guaranteed by An Eligible Institution:
	(Authorized Signature)

Title:

Name and Firm:

Dated:	, 2015
Apply medallion guarantee stamp below.

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offers

1.

DELIVERY OF THIS LETTER AND OLD NOTES.

        This Letter is to be completed by holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in "The Exchange Offers—Book-Entry Transfers" section of the Prospectus and an Agent's Message is not delivered. Tenders by book-entry transfer also may be made by delivering an Agent's Message in lieu of this Letter. The term "Agent's Message" means a message, transmitted by DTC to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by, and makes the representations and warranties contained in, the Letter and that Dynegy may enforce the Letter against such participant. Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed copy hereof or Agent's Message in lieu thereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein prior to the Expiration Date. Old Notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof; provided that the untendered portion of an Old Note or the portion thereof not accepted for exchange must be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

The method of delivery of this Letter, the Old Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If Old Notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to the Expiration Date.

        See "The Exchange Offers" section of the Prospectus.

2.

PARTIAL TENDERS (NOT APPLICABLE TO NOTE HOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER).

        If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount at maturity of Old Notes to be tendered in the box above entitled "Description of Old Notes—Principal Amount Tendered." A reissued certificate representing the balance of non tendered Old Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. All of the Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

3.

SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

        If this Letter is signed by the holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on DTC's security position listing as the holder of such Old Notes without any change whatsoever.

        If any tendered Old Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

        If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

        When this Letter is signed by the registered holder or holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by a participant in a securities transfer association recognized signature program.

        If this Letter is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Institution.

        If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons

should so indicate when signing, and, unless waived by Dynegy, proper evidence satisfactory to Dynegy of their authority to so act must be submitted.

Endorsements on certificates for Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm which is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an "Eligible Institution").

Signatures on this letter need not be guaranteed by an Eligible Institution, provided the Old Notes are tendered: (i) by a registered holder of Old Notes (which term, for purposes of the exchange offer, includes any participant in DTC's system whose name appears on a security position listing as the holder of such Old Notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this letter, or (ii) for the account of an Eligible Institution.

4.

SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

        Tendering holders of Old Notes should indicate in the applicable box the name and address to which Exchange Notes issued pursuant to the applicable Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named also must be indicated. Note holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at DTC as such note holder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address of the person signing this Letter.

5.

TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING.

        Federal income tax law generally requires that a tendering holder whose Old Notes are accepted for exchange must provide the Exchange Agent (as payor) with such holder's correct Taxpayer Identification Number (a "TIN"), which, in the case of a holder who is an individual, is generally such holder's social security number. If the Exchange Agent is not provided with the correct TIN or an adequate basis for an exemption, such holder may be subject to a $50 penalty imposed by the Internal Revenue Service and backup withholding at the applicable rate, currently 28%, upon the amount of any reportable payments made after the exchange to such tendering holder. If withholding results in an overpayment of taxes, a refund may be obtained.

        To prevent backup withholding, each tendering holder must provide such holder's correct TIN by completing the included "Form W-9" set forth herein, certifying that (i) the TIN provided is correct (or that such holder is awaiting a TIN), (ii) that (a) the holder is exempt from backup withholding, (b) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (c) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding and (iii) the holder is a U.S. citizen or other U.S. person (as defined in the enclosed Form W-9 General Instructions (the "W-9 General Instructions")).

        If the holder does not have a TIN, such holder should consult the W-9 General Instructions for instructions on applying for a TIN, write "Applied For" in the space for the TIN in Part 1 of the Form W-9, and sign and date the Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth herein. If the holder does not provide such holder's TIN to the Exchange Agent within 60 days, backup withholding will begin and continue until such holder furnishes such holder's TIN to the Exchange Agent. Note: Writing "Applied For" on the form means that the holder has already applied for a TIN or that such holder intends to apply for one in the near future.

        If the Old Notes are held in more than one name or are not in the name of the actual owner, consult the W-9 General Instructions for information on which TIN to report.

        Exempt holders (including, among others, certain foreign persons) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder should write "Exempt" in Part 2 of Form W-9. See the W-9 General Instructions for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit a completed Form W-8 BEN, "Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding," signed under penalty of perjury attesting to such exempt status. Such form may be obtained from the Exchange Agent.

6.

TRANSFER TAXES.

        Dynegy will pay all transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the applicable Exchange Offer. If, however, Exchange Notes and/or substitute Old Notes not exchanged are to be

delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to Dynegy or its order pursuant to the applicable Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Old Notes specified in this Letter.

7.

WAIVER OF CONDITIONS.

        Dynegy reserves the right (in its reasonable discretion) to waive satisfaction of any or all conditions enumerated in the Prospectus.

8.

NO CONDITIONAL TENDERS; DEFECTS.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter or an Agent's Message in lieu thereof, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

        Neither Dynegy, the Subsidiary Guarantors, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Old Notes, nor shall any of them incur any liability for failure to give any such notice.

9.

MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.

        Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10.

WITHDRAWAL RIGHTS.

        Tenders of Old Notes may be withdrawn at any time prior to the Expiration Date.

        For a withdrawal of a tender of Old Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn (including certificate number or numbers and the principal amount at maturity of such Old Notes), (iii) contain a statement that such holder is withdrawing such holder's election to have such Old Notes exchanged, (iv) be signed by the holder in the same manner as the original signature on the Letter by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Old Notes register the transfer of such Old Notes in the name of the person withdrawing the tender and (v) specify the name in which such Old Notes are registered, if different from that of the Depositor. If Old Notes have been tendered pursuant to the procedure for book-entry transfer set forth in "The Exchange Offers—Book-Entry Transfers" section of the Prospectus, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and otherwise comply with the procedures of such facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by Dynegy (which power may be delegated to the Exchange Agent), whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the applicable Exchange Offer and no Exchange Notes will be issued with respect thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry transfer procedures set forth in "The Exchange Offers—Book-Entry Transfers" section of the Prospectus, such Old Notes will be credited to an account maintained with DTC for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the applicable Exchange Offer. Properly withdrawn Old Notes may be retendered by following the procedures described above at any time prior to the Expiration Date.

11.

REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

        Questions relating to the procedure for tendering or withdrawing tenders of Old Notes in the applicable Exchange Offer, as well as requests for additional copies of the Prospectus, this Letter and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated above.

Form          W-9 (Rev. December 2011)	Request for Taxpayer Identification Number and Certification
Department of the Treasury Internal Revenue Service		Give Form to the requester. Do not send to the IRS

Print or type
	See Specific Instructions on page 2.
		Name (as shown on your income tax return)
				Business name/disregarded entity name, if different from above
			Check appropriate box for federal tax

classification (required):	o Individual/sole proprietor	o C Corporation	o S Corporation	o Partnership	o Trust/estate
					o Exempt payee
o Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) > ..... o Other (see instructions) >
Address (number, street, and apt. or suite no.)			Requester's name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)
Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number

      -      -        

Employer identification number

        -                

Part II Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me),
	and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding,
	and
3.	I am a U.S. citizen or other U.S. person (defined below).

Certification instructions.    You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign Here Signature of U.S. person > Date >                        

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

        A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

        Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

        1.      Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

        2.      Certify that you are not subject to backup withholding, or

        3.      Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income.

Note.    If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person.    For federal tax purposes, you are considered a U.S. person if you are:

•

An individual who is a U.S. citizen or U.S. resident alien,

•

A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

•

An estate (other than a foreign estate), or

•

A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships.    Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

Cat. No. 10231X Form W-9 (Rev. 12-2011)

        The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

•

The U.S. owner of a disregarded entity and not the entity,

•

The U.S. grantor or other owner of a grantor trust and not the trust, and

•

The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

        If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1.

The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.



2.

The treaty article addressing the income.



3.

The article number (or location) in the tax treaty that contains the saving clause and its exceptions.



4.

The type and amount of income that qualifies for the exemption from tax.



5.

Sufficient facts to justify the exemption from tax under the terms of the treaty article.

        Example.    Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

        If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

        You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1.

You do not furnish your TIN to the requester,

2.

You do not certify your TIN when required (see the Part II instructions on page 3 for details),



3.

The IRS tells the requester that you furnished an incorrect TIN,



4.

The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or



5.

You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

        Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

        Also see Special rules for partnerships on page 1.

Updating Your Information

        You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

        If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name/disregarded entity name" line.

Partnership, C Corporation, or S Corporation. Enter the entity's name on the "Name" line and any business, trade, or "doing business as (DBA) name" on the "Business name/disregarded entity name" line.

Disregarded entity. Enter the owner's name on the "Name" line. The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must be the name shown on the income tax return on which the income will be reported. For example, if a

foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner's name is required to be provided on the "Name" line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the "Business name/disregarded entity name" line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the "Name" line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the "Name" line is an LLC, check the "Limited liability company" box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter "P" for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter "C" for C corporation or "S" for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the "Name" line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the "Name" line.

Other entities. Enter your business name as shown on required federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name/ disregarded entity name" line.

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the "Exempt payee" box in the line following the "Business name/ disregarded entity name," sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

        The following payees are exempt from backup withholding:

1.

An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),



2.

The United States or any of its agencies or instrumentalities,



3.

A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,



4.

A foreign government or any of its political subdivisions, agencies, or instrumentalities, or



5.

An international organization or any of its agencies or instrumentalities.

        Other payees that may be exempt from backup withholding include:

6.

A corporation,



7.

A foreign central bank of issue,



8.

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,



9.

A futures commission merchant registered with the Commodity Futures Trading Commission,

10.

A real estate investment trust,



11.

An entity registered at all times during the tax year under the Investment Company Act of 1940,



12.

A common trust fund operated by a bank under section 584(a),



13.

A financial institution,



14.

A middleman known in the investment community as a nominee or custodian, or



15.

A trust exempt from tax under section 664 or described in section 4947.

        The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for ...	THEN the payment is exempt for ...
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 5 and 7 through 13. Also, C corporations.
Barter exchange transactions and patronage dividends Payments over $600 required to be reported and direct sales over $5,0001	Exempt payees 1 through 5 Generally, exempt payees 1 through 72

        ¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

        ² However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

        If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

        If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

        If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

        For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the "Name" line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1.    Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983.    You must give your correct TIN, but you do not have to sign the certification.

2.    Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983.    You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3.    Real estate transactions.    You must sign the certification. You may cross out item 2 of the certification.

4.    Other payments.    You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5.     Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or

HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

		What Name and Number To Give the Requester
		For this type of account:	Give name and SSN of:
1.		Individual	The individual
2.		Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account1
3.		Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4.	a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner1
5.		Sole proprietorship or disregarded entity owned by an individual	The owner3
6.		Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor*
		For this type of account:	Give name and EIN of:
7.		Disregarded entity not owned by an individual	The owner
8.		A valid trust, estate, or pension trust	Legal entity4
9.		Corporate or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10.		Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
11.		Partnership or multi-member LLC	The partnership
12.		A broker or registered nominee	The broker or nominee
13.		Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.		Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

² Circle the minor's name and furnish the minor's SSN.

³ You must show your individual name and you may also enter your business or "DBA" name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

^*Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

•

Protect your SSN,

•

Ensure your employer is protecting your SSN, and

•

Be careful when choosing a tax preparer.

        If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

        If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

        For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

        Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

        The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

        If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

        Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

        Manually signed copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and any other required documents should be sent or delivered by each holder or such holder's broker, dealer commercial bank or other nominee to the Exchange Agent at one of the addresses set forth below.

The Exchange Agent for the Exchange Offers is:
Wilmington Trust, National Association

Registered & Certified Mail:	Regular Mail or Courier:	In Person by Hand Only:
Wilmington Trust, National Association	Wilmington Trust, National Association	Wilmington Trust, National Association
Rodney Square North	Rodney Square North	Rodney Square North
1100 North Market Street	1100 North Market Street	1100 North Market Street
Wilmington, DE 19890-1626	Wilmington, DE 19890-1626	Wilmington, DE 19890-1626
Attn: Workflow Management—5th Floor	Attn: Workflow Management—5th Floor	Attn: Workflow Management—5th Floor

By Telephone: (302) 636-6181

By Facsimile (for Eligible Institutions only): (302) 636-4139

For information: DTC2@wilmingtontrust.com

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Exhibit 99.1

PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
IMPORTANT INFORMATION
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4)
SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4)
PLEASE SIGN HERE (To be Completed by All Tendering Holders) (Complete Accompanying Form W-9 Below)
SIGNATURE GUARANTEE (If required by Instruction 3)
INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offers
The Exchange Agent for the Exchange Offers is: Wilmington Trust, National Association
By Telephone: (302) 636-6181

EX-99.2

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Exhibit 99.2

DYNEGY INC.

OFFER TO EXCHANGE

(i)            UP TO $2,100,000,000 6.75% SENIOR NOTES DUE 2019
(CUSIP 26817R AM0)
AND THE RELATED SUBSIDIARY GUARANTEES,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED
6.75% SENIOR NOTES DUE 2019
(CUSIPS 26817R AF5 AND U2676Q AE8)
AND THE RELATED SUBSIDIARY GUARANTEES
AND

OFFER TO EXCHANGE

(ii)           UP TO $1,750,000,000 7.375% SENIOR NOTES DUE 2022
(CUSIP 26817R AN8)
AND THE RELATED SUBSIDIARY GUARANTEES,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED
7.375% SENIOR NOTES DUE 2022
(CUSIPS 26817R AG3 AND U2676Q AF5)
AND THE RELATED SUBSIDIARY GUARANTEES
AND

OFFER TO EXCHANGE

(iii)        UP TO $1,250,000,000 7.625% SENIOR NOTES DUE 2024
(CUSIP 26817R AP3)
AND THE RELATED SUBSIDIARY GUARANTEES,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED
7.625% SENIOR NOTES DUE 2024
(CUSIPS 26817R AH1 AND U2676Q AG3)
AND THE RELATED SUBSIDIARY GUARANTEES

IN EACH CASE, PURSUANT TO THE PROSPECTUS DATED                , 2015

THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2015, UNLESS EXTENDED BY DYNEGY (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS OF OLD NOTES MAY BE VALIDLY WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE, UNLESS ONE OR MORE OF THE EXCHANGE OFFERS ARE EXTENDED.

To Our Clients:

        Enclosed for your consideration is a Prospectus, dated                        , 2015 (the "Prospectus"), and the related Letter of Transmittal (the "Letter of Transmittal"), which together constitute Dynegy's offers (the "Exchange Offers") to exchange (i) up to $2,100,000,000 in aggregate principal amount of its new 6.75% Senior Notes due 2019 (the "2019 Exchange Notes") (ii) up to $1,750,000,000 in aggregate principal amount of its new 7.375% Senior Notes due 2022 (the "2022 Exchange Notes") and (iii) up to $1,250,000,000 in aggregate principal amount of its new 7.625% Senior Notes due 2024 (the "2024 Exchange Notes" and, together with the 2019 Exchange Notes and the 2022 Exchange Notes, the "Exchange Notes"), which exchanges have been registered under the Securities Act of 1933, as amended (the "Securities Act"), in each case, in each case, for any and all of its outstanding 6.75% Senior Notes due 2019 (the "2019 Old Notes"), outstanding 7.375% Senior Notes due 2022 (the "2022 Old Notes") and outstanding 7.625% Senior Notes due 2024 (the "2024 Old Notes" and, together with the 2019 Old Notes and the 2022 Old Notes, the "Old Notes"), respectively, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. The Exchange Offers are being made to satisfy certain obligations of the Company contained in the registration rights agreement, dated as of October 27, 2014, among Dynegy (as successor in interest to each of Dynegy Finance I, Inc. and Dynegy Finance II, Inc.) and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of certain initial purchasers (the "Registration Rights Agreement").

        This material is being forwarded to you as the beneficial owner of the applicable Old Notes held by us for your account but not registered in your name. A VALID TENDER OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

        Accordingly, we request instructions as to whether you wish us to tender on your behalf any or all such Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

        Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the applicable Old Notes on your behalf in accordance with the provisions of the applicable Exchange Offer. The Exchange Offers will expire at 5:00 p.m., New York City time, on                        , 2015, unless one or more of the Exchange Offers are extended or earlier terminated by the Company. If the Company extends one or more of the Exchange Offers, the term "Expiration Date" means the latest time and date to which the applicable Exchange Offer is extended. Any Old Notes validly tendered pursuant to the Exchange Offers may be validly withdrawn at any time prior to the Expiration Date.

        Your attention is directed to the following:

        1.     Each of the Exchange Offers is for any and all outstanding Old Notes.

        2.     Each of the Exchange Offers is subject to certain conditions set forth in the Prospectus in the section captioned "Summary Description of the Exchange Notes—Conditions to the Exchange Offers."

        3.     Any transfer taxes incident to the transfer of any Old Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal.

        4.     The Exchange Offers expire at 5:00 p.m., New York City Time, on                        , 2015, unless extended or earlier terminated by the Company.

        If you wish to have us tender any or all of your Old Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO VALIDLY TENDER OLD NOTES.

INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFERS

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offers made by Dynegy Inc. with respect to the applicable Old Notes.

        This will instruct you to validly tender such Old Notes held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer all right, title and interest in such Old Notes and to acquire the applicable Exchange Notes, issuable upon the exchange of such Old Notes, and that, when such validly tendered Old Notes are accepted by the Company for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.

        By completing, executing and delivering these Instructions, the undersigned hereby (i) makes the acknowledgments, representations and warranties referred to above, (ii) instructs you to tender the applicable Old Notes held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal and (iii) expressly agrees to be bound by the Letter of Transmittal and that such Letter of Transmittal may be enforced against the undersigned.

        Please tender the Old Notes held by you for my account as indicated below:

6.75% SENIOR NOTES DUE 2019
Certificate Numbers*	Principal Amount**	Old Notes are to be Tendered ("Yes" or "No")***

7.375% SENIOR NOTES DUE 2022
Certificate Numbers*	Principal Amount**	Old Notes are to be Tendered ("Yes" or "No")***

7.625% SENIOR NOTES DUE 2024
Certificate Numbers*		Principal Amount**	Old Notes are to be Tendered ("Yes" or "No")***
*	Need not be completed if Old Notes are being tendered by book-entry transfer.
**	Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Notes represented by the Old Notes indicated in column 2. See Instruction 2 of the Letter of Transmittal. Old Notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. See Instruction 1 of the Letter of Transmittal.
***	Unless otherwise indicated, "yes" will be assumed.

o

Please do not tender any Old Notes held by you for my account.

        Signature(s):

        Print Name(s) here:

        Print Address(es):

        Area Code and Telephone Number(s):

        Tax Identification or Social Security Number(s):

        My Account Number With You:

        Dated : , 2015

(Must be signed by the registered holder(s) of the Old Notes, or if signed by a person other than the registered holder(s) of any certificate(s), such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case, signed exactly as its (their) name(s) appear(s) on certificate(s) or on a security position listing, and such certificate(s) must be guaranteed by an Eligible Institution (as defined in the Letter of Transmittal). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title next to his or her name above and, unless waived by the Company, submit proper evidence satisfactory to the Company of such person's authority to so act. See Instruction 3 to the Letter of Transmittal.)

        None of the Old Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to validly tender all the Old Notes held by us for your account.

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Exhibit 99.2

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFERS

EX-99.3

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Exhibit 99.3

DYNEGY INC.

OFFER TO EXCHANGE

(i)            UP TO $2,100,000,000 6.75% SENIOR NOTES DUE 2019
(CUSIP 26817R AM0)
AND THE RELATED SUBSIDIARY GUARANTEES,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED
6.75% SENIOR NOTES DUE 2019
(CUSIPS 26817R AF5 AND U2676Q AE8)
AND THE RELATED SUBSIDIARY GUARANTEES
AND

OFFER TO EXCHANGE

(ii)           UP TO $1,750,000,000 7.375% SENIOR NOTES DUE 2022
(CUSIP 26817R AN8)
AND THE RELATED SUBSIDIARY GUARANTEES,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED
7.375% SENIOR NOTES DUE 2022
(CUSIPS 26817R AG3 AND U2676Q AF5)
AND THE RELATED SUBSIDIARY GUARANTEES
AND

OFFER TO EXCHANGE

(iii)        UP TO $1,250,000,000 7.625% SENIOR NOTES DUE 2024
(CUSIP 26817R AP3)
AND THE RELATED SUBSIDIARY GUARANTEES,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED
7.625% SENIOR NOTES DUE 2024
(CUSIPS 26817R AH1 AND U2676Q AG3)
AND THE RELATED SUBSIDIARY GUARANTEES

IN EACH CASE, PURSUANT TO THE PROSPECTUS DATED                , 2015

THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON        , 2015, UNLESS EXTENDED BY DYNEGY (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS OF OLD NOTES MAY BE VALIDLY WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE, UNLESS ONE OR MORE OF THE EXCHANGE OFFERS ARE EXTENDED.

To:    Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

        As described in the enclosed Prospectus, dated                                    , 2015 (the "Prospectus") and the related Letter of Transmittal (the "Letter of Transmittal"), which together constitute the Company's offers (the "Exchange Offers"), Dynegy Inc., a Delaware corporation (the "Company"), is offering to exchange (i) up to $2,100,000,000 in aggregate principal amount of its new 6.75% Senior Notes due 2019 (the "2019 Exchange Notes") (ii) up to $1,750,000,000 in aggregate principal amount of its new 7.375% Senior Notes due 2022 (the "2022 Exchange Notes") and (iii) up to $1,250,000,000 in aggregate principal amount of its new 7.625% Senior Notes due 2024 (the "2024 Exchange Notes" and, together with the 2019 Exchange Notes and the 2022 Exchange Notes, the "Exchange Notes"), which exchanges have been registered under the Securities Act of 1933, as amended (the "Securities Act"), in each case, in each case, for any and all of its outstanding 6.75% Senior Notes due 2019 (the "2019 Old Notes"), outstanding 7.375% Senior Notes due 2022 (the "2022 Old Notes") and outstanding 7.625% Senior Notes due 2024 (the "2024 Old Notes" and, together with the 2019 Old Notes and the 2022 Old Notes, the "Old Notes"), respectively, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. The Exchange Offers are being made to satisfy certain obligations of the Company contained in the registration rights agreement, dated as of October 27, 2014, among Dynegy (as successor in interest to each of Dynegy Finance I, Inc. and Dynegy Finance II, Inc.) and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of certain initial purchasers (the "Registration Rights Agreement").

        We are requesting that you contact your clients for whom you hold any Old Notes regarding any Exchange Offer. For your information and for forwarding to your clients for whom you hold such Old Notes registered in your name or in the name of your nominee, or who hold such Old Notes registered in their own names, we are enclosing the following documents:

1.

Prospectus dated                                    , 2015;



2.

The Letter of Transmittal for your use and for the information of your clients;



3.

A form of letter which may be sent to your clients for whose account you hold the applicable Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the applicable Exchange Offer;



4.

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and



5.

Return envelopes addressed to Wilmington Trust, National Association, the Exchange Agent for each of the Exchange Offer.

YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                                     , 2015, UNLESS EXTENDED OR EARLIER TERMINATED BY THE COMPANY. IF THE COMPANY EXTENDS ONE OR MORE OF THE EXCHANGE OFFERS, THE TERM "EXPIRATION DATE" MEANS THE LATEST TIME AND DATE TO WHICH THE APPLICABLE EXCHANGE OFFER IS EXTENDED. OLD NOTES VALIDLY TENDERED PURSUANT TO THE EXCHANGE OFFERS MAY BE VALIDLY WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

        To participate in the Exchange Offers, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or Agent's Message (as defined in the Letter of Transmittal) in lieu thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent and certificates representing the applicable Old Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

        The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of the applicable Old Notes held by them as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all transfer taxes applicable to the exchange of the applicable Old Notes pursuant to the applicable Exchange Offer, except as set forth in Instruction 6 of the Letter of Transmittal.

        Any inquiries you may have with respect to the procedure for validly tendering the applicable Old Notes pursuant to the applicable Exchange Offer, or requests for additional copies of the enclosed materials, should be

directed to Wilmington Trust, National Association, the Exchange Agent for the Exchange Offers, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

DYNEGY INC.

        NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO EACH OF THE EXCHANGE OFFERS, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

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Exhibit 99.3