AMENDMENT NO. 2
AMENDMENT NO. 2 dated as of September 30, 2008 to the Credit Agreement referred to
below, among DYNEGY HOLDINGS INC. (the “ Borrower ”), DYNEGY INC., a Delaware corporation, DYNEGY
ILLINOIS INC., an Illinois corporation, the other Guarantors party to such Credit Agreement, the Lenders party
to such Credit Agreement, CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., as Administrative
Agents, CITICORP USA, INC., as Payment Agent, JPMORGAN CHASE BANK, N.A., as Collateral Agent, and
each L/C ISSUER party thereto.
The Borrower, the Guarantors party thereto, the Lenders, the Administrative Agents and the
Collateral Agent are parties to a Fifth Amended and Restated Credit Agreement dated as of April 2, 2007 (as
amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).
The parties hereto hereby agree as follows:
Section 1. Defined Terms . Capitalized terms used but not otherwise defined herein have the
meanings given them in the Credit Agreement.
Section 2. Amendments to Credit Agreement . Subject to the satisfaction of the conditions set
forth in Section 4 of this Amendment No. 2, but effective as of the date hereof, clause (a) of the definition of “
Change of Control ” in Section 1.01 of the Credit Agreement shall be amended by replacing the reference
therein to “42%” to “50%”.
Section 3. Representations and Warranties . The Borrower and the Parent represents and
warrants to the Lenders and the Agents that (a) the representations and warranties of each Loan Party contained
in Article V of the Credit Agreement or in any other Loan Document shall be true and correct in all material
respects on and as of the date hereof and as if each reference therein to the Credit Agreement or words of like
import included reference to this Amendment and the Credit Agreement as amended hereby (except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they shall be true and