SC 13D/A

United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Dynegy Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

26817R108

(CUSIP Number)

Christopher M. Leininger, Esq.

c/o Energy Capital Partners III, LLC

51 John F. Kennedy Parkway, Suite 200

Short Hills, NJ 07078

(973) 671-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 5, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  CUSIP No. 26817R108     13D     Page 1 of 5 Pages    

Explanatory Note

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on February 17, 2017, as amended to date (the “Statement”), relating to the Common Stock (the “Common Stock”) of Dynegy, Inc. (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented by adding the following:

Volt Merger Agreement, Terawatt Agreement and Investor Rights Agreement Amendment

On August 17, 2017, Volt Parent, LP, a Delaware limited partnership (“Volt Parent”), and Volt Merger Sub, Inc., a Delaware corporation (“Volt Merger Sub”), each entities affiliated with the Reporting Persons, entered into an Agreement and Plan of Merger (the “Volt Merger Agreement”), by and among Calpine Corporation, a Delaware corporation (“Calpine”), Volt Parent and Volt Merger Sub, pursuant to which, among other things, Volt Merger Sub will merge with and into Calpine (the “Merger”), with Calpine surviving the Merger as a subsidiary of Volt Parent. The Merger remains subject to regulatory and other conditions and, subject to the satisfaction or waiver of those conditions, is expected to close in the first quarter of 2018 (the “Volt Merger Closing Date”).

In order to facilitate regulatory approval of the Merger, Volt Parent has agreed in the Volt Merger Agreement to cause Terawatt Holdings, LP (“Terawatt Holdings”) to undertake any actions with respect to its ownership of the Common Stock required by the regulators to obtain approval of the Merger, including causing Terawatt Holdings to divest the Common Stock that it owns in the Issuer if required. In connection with the Merger Agreement, Terawatt Holdings and Calpine have entered into an agreement on September 5, 2017 (the “Terawatt Agreement”) pursuant to which:

• Terawatt Holdings and Calpine agreed that Terawatt Holdings and any controlled affiliates from and after the closing of the Merger (for so long as Terawatt Holdings and such controlled affiliates own any shares of Common Stock in excess of 9.99% of the then-outstanding Common Stock): (a) shall not vote any shares of Common Stock beneficially owned by Terawatt Holdings or such controlled affiliates in excess of 9.99% of the then-outstanding Common Stock at any annual or special meeting (or adjournment thereof) of the stockholders of the Issuer or in any written consent of the stockholders of the Issuer (collectively, a “Stockholder Vote”), but, if requested by the Issuer, shall cause such shares to be present at any such meeting for purposes of establishing a quorum and (b) shall vote any shares of Common Stock beneficially owned by Terawatt Holdings or such controlled affiliates up to and including 9.99% of the then-outstanding Common Stock in proportion to the vote of all stockholders of the Issuer (other than Terawatt Holdings and any controlled affiliates) on any such matters subject to a Stockholder Vote;

• Effective as of the Volt Merger Closing Date, Tyler Reeder will resign from the Issuer’s board of directors, and Terawatt Holdings will not exercise its right to nominate any individual to, nor shall any Energy Capital Partners or Terawatt Holdings individual serve on, the Issuer’s board of directors (as noted below however, the Issuer may request that any director nominated by Terawatt Holdings step down from the Issuer’s board of directors prior to the closing of the Merger, subject to reinstatement if the closing of the Merger does not occur); and

• Terawatt Holdings will agree to dispose of its Common Stock of the Issuer in excess of 9.99% of the outstanding Common Stock in due course (but in no event later than three (3) years) after the Volt Merger Closing Date. Volt Parent intends to seek approval from the regulators to be permitted to effect the disposal of its Common Stock of the Issuer in excess of 9.99% of the outstanding Common Stock over the three year period following the Volt Merger Closing Date.

  CUSIP No. 26817R108     13D     Page 2 of 5 Pages    

There can be no assurances that the above steps will be required by the regulators in order to obtain approval of the Merger, or that the regulators will not require that the Reporting Persons make additional concessions.

Consistent with the above-referenced agreements with Calpine, on September 5, 2017, Terawatt Holdings and the Issuer entered into Amendment No. 1 to the Investor Rights Agreement (the “IRA Amendment”). Pursuant to the IRA Amendment, Terawatt Holdings and the Issuer agreed that (i) notwithstanding anything to the contrary contained in Section 11 of the Investor Rights Agreement, dated as of February 7, 2017, by and between Terawatt Holdings and the Issuer (the “IRA”), Terawatt Holdings and any controlled affiliates from and after the closing of the Merger (for so long as Terawatt Holdings and such controlled affiliates own any shares of Common Stock in excess of 9.99% of the then-outstanding Common Stock): (a) shall not vote any shares of Common Stock beneficially owned by Terawatt Holdings or such controlled affiliates in excess of 9.99% of the then-outstanding Common Stock at any Stockholder Vote, but, if requested by the Issuer, shall cause such shares to be present at any such meeting for purposes of establishing a quorum and (b) shall vote any shares of Common Stock beneficially owned by Terawatt Holdings or such controlled affiliates up to and including 9.99% of the then-outstanding Common Stock in proportion to the vote of all stockholders of the Issuer (other than Terawatt Holdings and any controlled affiliates) on any such matters subject to a Stockholder Vote; and (ii) effective as of the closing of the Merger, Section 9 of the IRA would be amended such that Terawatt Holdings would no longer have the right to nominate an individual for election to the Issuer’s board of directors (and any director so serving on the Issuer’s board of directors at such time would resign from the board of directors). In addition, Terawatt Holdings and the Issuer have separately agreed in the IRA Amendment to cause any director nominated by Terawatt Holdings to resign from the Issuer’s board of the directors at any time prior to the closing of the Merger if so requested by the Issuer; provided, however, that if the Volt Merger Agreement is terminated and the closing of the Merger does not occur, Terawatt Holdings shall be entitled from and after the date of such termination to renominate an individual for election to the Issuer’s board of directors in accordance with Section 9(a) of the IRA.

The foregoing descriptions of the Volt Merger Agreement, the Terawatt Agreement and the IRA Amendment do not purport to be complete and each is qualified in its entirety by reference to the full text of such agreements filed as exhibits to this Statement and incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and supplemented by adding the following:

Item 4 above summarizes certain provisions of the Volt Merger Agreement, the Terawatt Agreement and the IRA Amendment and is incorporated herein by reference. A copy of each of the Volt Merger Agreement, the Terawatt Agreement and the IRA Amendment are attached as exhibits to this Statement and are incorporated herein by reference.

  CUSIP No. 26817R108     13D     Page 3 of 5 Pages    

Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits

Item 7 of the Statement is amended and supplemented by adding the following:

Exhibit Number	Description
4	Agreement and Plan of Merger, dated as of August 17, 2017, by and among Calpine Corporation, Volt Parent, LP and Volt Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Calpine Corporation (File No. 001-12709) on August 22, 2017).
5	Agreement, dated as of September 5, 2017, by and between Calpine Corporation and Terawatt Holdings, L.P.
6	Amendment No. 1 to Investor Rights Agreement, dated as of September 5, 2017 by and between Dynegy Inc. and Terawatt Holdings, LP.

  CUSIP No. 26817R108     13D     Page 4 of 5 Pages    

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: September 6, 2017

ECP ControlCo, LLC
By:	/s/ Andrew D. Singer
Name:	Andrew D. Singer
Title:	Managing Member
Energy Capital Partners III, LLC
By: ECP ControlCo, LLC, its managing member
By:	/s/ Andrew D. Singer
Name:	Andrew D. Singer
Title:	Managing Member
Energy Capital Partners GP III, LP
By: Energy Capital Partners III, LLC, its general partner
By: ECP ControlCo, LLC, its managing member
By:	/s/ Andrew D. Singer
Name:	Andrew D. Singer
Title:	Managing Member
Energy Capital Partners III, LP
By: Energy Capital Partners GP III, LP, its general partner
By: Energy Capital Partners III, LLC, its general partner
By: ECP ControlCo, LLC, its managing member
By:	/s/ Andrew D. Singer
Name:	Andrew D. Singer
Title:	Managing Member

  CUSIP No. 26817R108     13D     Page 5 of 5 Pages    

Energy Capital Partners III-A, LP
By: Energy Capital Partners GP III, LP, its general partner
By: Energy Capital Partners III, LLC, its general partner
By: ECP ControlCo, LLC, its managing member
By:	/s/ Andrew D. Singer
Name:	Andrew D. Singer
Title:	Managing Member
Energy Capital Partners III-B (Terawatt IP), LP
By: Energy Capital Partners GP III, LP, its general partner
By: Energy Capital Partners III, LLC, its general partner
By: ECP ControlCo, LLC, its managing member
By:	/s/ Andrew D. Singer
Name:	Andrew D. Singer
Title:	Managing Member
Energy Capital Partners III-C, LP
By: Energy Capital Partners GP III, LP, its general partner
By: Energy Capital Partners III, LLC, its general partner
By: ECP ControlCo, LLC, its managing member
By:	/s/ Andrew D. Singer
Name:	Andrew D. Singer
Title:	Managing Member
Terawatt Holdings GP, LLC
By:	/s/ Tyler Reeder
Name:	Tyler Reeder
Title:	President
Terawatt Holdings, LP
By: Terawatt Holdings GP, LLC, its general partner
By:	/s/ Tyler Reeder
Name:	Tyler Reeder
Title:	President

EX-5

Exhibit 5

Execution Version

This Agreement (the “Agreement”) is made and entered into as of September 5, 2017, by and between Calpine Corporation, a Delaware corporation (“Calpine”), and Terawatt Holdings, LP, a Delaware limited partnership (“Terawatt”).

RECITALS

WHEREAS, Volt Parent LP (“Volt Parent”) and Volt Merger Sub, Inc., affiliates of Terawatt, have entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Calpine, dated August 17, 2017, pursuant to which Volt Parent has agreed to acquire Calpine (the “Merger”);

WHEREAS, Terawatt currently owns 19,541,152 shares of common stock (the “DYN Common Stock”) of Dynegy Inc., a Delaware corporation (“Dynegy”);

WHEREAS, Volt Parent and Terawatt are both affiliates of ECP ControlCo, LLC (“ECP”); and

WHEREAS, in connection with the Merger Agreement, Volt Parent has agreed to cause Terawatt to enter into this Agreement with respect to its ownership and voting of the Dynegy Shares.

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

1.    Terawatt and Calpine agree that Terawatt and any Controlled Affiliates (as defined below) from and after the closing of the Merger (for so long as Terawatt and such Controlled Affiliates own any shares of DYN Common Stock in excess of 9.99% of the then-outstanding DYN Common Stock): (a) shall not vote any shares of DYN Common Stock beneficially owned by Terawatt or such Controlled Affiliates in excess of 9.99% of the then-outstanding DYN Common Stock at any annual or special meeting (or adjournment thereof) of the stockholders of Dynegy (the “DYN Stockholders”) or in any written consent of the DYN Stockholders (collectively, a “DYN Stockholder Vote”); provided, however, that if requested by Dynegy, Terawatt shall cause such shares to be present at any such meeting for purposes of establishing a quorum; and (b) shall vote any shares of DYN Common Stock beneficially owned by Terawatt or such Controlled Affiliates up to and including 9.99% of the then-outstanding DYN Common Stock in proportion to the vote of all DYN Stockholders (other than Terawatt and any Controlled Affiliates) on any such matters subject to a DYN Stockholder Vote. As used herein, (i) “Controlled Affiliate” means (a) ECP and (b) any Subsidiary (as defined below) of ECP; and (ii) “Subsidiary” means any corporation or other entity of which: (a) ECP, or a Subsidiary of ECP, is a general partner or manager; (b) at least ten percent (10%) of the outstanding voting equity interest is at the time directly or indirectly owned or controlled by ECP or one or more of its Subsidiaries; or (c) any corporation or other entity as to which ECP consolidates for accounting purposes.

2.    Terawatt and Calpine agree that, effective as of the closing of the Merger, Terawatt shall cause any director nominated by Terawatt to the board of directors of Dynegy (the “DYN Board”) to resign from the Dynegy Board and shall thereafter not exercise any rights to nominate any individual to serve as a director, nor shall any ECP or Terrawatt individual serve as a director, on the DYN Board.

3.    Terawatt and Calpine agree that Terawatt and any Controlled Affiliates will sell their shares of DYN Common Stock in excess of 9.99% in due course (but in no event later than three (3) years) after the closing of the Merger.

4.    All notices, claims, demands and other communications hereunder shall be in writing and shall be deemed given (a) when sent by facsimile transmission (providing confirmation of transmission by the transmitting equipment) or e-mail of a .pdf attachment (with confirmation of receipt by non-automated reply e-mail from the recipient) (provided that any notice received by facsimile or e-mail transmission or otherwise at the addressee’s location on any business day after 5:00 p.m. (New York City time) shall be deemed to have been received at 9:00 a.m. (New York City time) on the next business day) or (b) when sent by an internationally recognized overnight carrier (providing proof of delivery) or when delivered by hand, addressed to the respective parties at the following addresses (or such other address for a party as shall be specified by like notice):

If to Terawatt, to:

c/o Energy Capital Partners III, LP

51 JFK Parkway, Suite 200

Short Hills, NJ 07078

Facsimile:    (973) 671-6101

Email:     treeder@ecpartners.com

asinger@ecpartners.com

Attention:    Tyler Reeder

Andy Singer

With a copy (which shall not constitute notice) to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Facsimile:    (212) 751-4864

Email:    david.kurzweil@lw.com

adel.aslanifar@lw.com

Attention:    David A. Kurzweil, Esq.

M. Adel Aslani-Far, Esq.

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If to Calpine, to:

Calpine Corporation

717 Texas Avenue, Suite 1000

Houston, TX 77002

Facsimile:    713-830-8705

E-mail:    thadmiller@calpine.com

Attention:    W. Thaddeus Miller, Esq.

with a copy (which shall not constitute notice) to:

White & Case LLP

1221 Avenue of the Americas

New York, NY 10020-1095

Facsimile:    212-354-8113

E-mail:    mpierce@whitecase.com

cgong@whitecase.com

michael.shenberg@whitecase.com

Attention:     Morton A. Pierce, Esq.

Chang-Do Gong, Esq.

Michael Shenberg, Esq.

5.    This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings (other than those contained in the Merger Agreement), both written and oral, among the parties or any of them, with respect to the subject matter hereof, including any transaction between or among the parties. For the avoidance of doubt, nothing in this Agreement shall reduce, amend or otherwise modify the obligations and agreements of Volt Parent, Volt Merger Sub, Inc. or Calpine under the Merger Agreement, including, without limitation, under Section 8.5 thereof. This Agreement shall terminate automatically and immediately upon the valid termination of the Merger Agreement in accordance with Section 10.1 of the Merger Agreement; provided that, if Calpine has made a claim that any termination of the Merger Agreement by Volt Parent is not valid pursuant to the terms of the Merger Agreement, this Agreement will not terminate unless and until such time as such claim is finally satisfied or otherwise resolved by agreement of the parties thereto or a final, non-appealable judgment of a Governmental Entity (as defined in the Merger Agreement) of competent jurisdiction or Calpine accepts payment of the Parent Termination Fee (as defined in the Merger Agreement). This Agreement shall not be assigned by operation of law or otherwise. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns. Any attempted assignment in violation of the terms of this Section 5 shall be null and void ab initio.

6.    This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof. Except as set out

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below, each of Terawatt and Calpine hereby irrevocably and unconditionally (i) consents to submit to the sole and exclusive jurisdiction of the courts of the State of Delaware or any court of the United States located in the State of Delaware (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and (iii) agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees that (A) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and (B) service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to clauses (A) or (B) of the immediately preceding sentence shall have the same legal force and effect as if served upon such party personally within the State of Delaware.

7.    EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.

8.    This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

9.    This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument. This Agreement shall become effective when each party shall have received counterparts thereof signed and delivered (by facsimile, e-mail of a .pdf attachment or otherwise) by all of the other parties.

10.    If any provision of this Agreement or the application thereof to any person or circumstance is held invalid, illegal or unenforceable by any rule of law or public policy,

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the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, and, to such end, the provisions of this Agreement are agreed to be severable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

11.    The parties agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached, and that money damages would not be an adequate remedy, even if available. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

[Signature page follows]

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on the day and year first written above.

CALPINE CORPORATION
By:	/s/ W. Thaddeus Miller
Name:	W. Thaddeus Miller
Title:	Executive Vice President, Chief Legal Officer and Secretary
TERAWATT HOLDINGS, LP
By: Terawatt Holdings GP, LLC Its: General Partner
By:	/s/ Tyler Reeder
Name:	Tyler Reeder
Title:	President
By:	/s/ Andrew D. Singer
Name:	Andrew D. Singer
Title:	Secretary and General Counsel

EX-99.6

Exhibit 6

Execution Version

AMENDMENT NO. 1 TO

INVESTOR RIGHTS AGREEMENT

This Amendment No. 1 (the “Amendment”) to the Investor Rights Agreement (as defined below) is made and entered into as of September 5, 2017 by and between Dynegy Inc., a Delaware corporation (“Dynegy”), and Terawatt Holdings, LP, a Delaware limited partnership (“Purchaser”).

RECITALS

WHEREAS, Dynegy and Purchaser entered into that certain Investor Rights Agreement, dated February 7, 2017 (the “Investor Rights Agreement”);

WHEREAS, Volt Parent LP (“Volt Parent”) and Volt Merger Sub, Inc., affiliates of Purchaser, have entered into an Agreement and Plan of Merger (the “Calpine Merger Agreement”) with Calpine Corporation (“Calpine”), dated August 17, 2017, pursuant to which such affiliates have agreed to acquire Calpine (the “Calpine Merger”); and

WHEREAS, in connection with the Calpine Merger Agreement, Volt Parent has agreed to take certain actions with respect to its ownership and voting of the Common Stock (as defined in the Investor Rights Agreement).

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

1.    Purchaser and Dynegy agree that, notwithstanding anything to the contrary contained in Section 11 of the Investor Rights Agreement, Purchaser and any Controlled Affiliates from and after the closing of the Calpine Merger (for so long as Purchaser and such Controlled Affiliates own any shares of Common Stock in excess of 9.99% of the then-outstanding Common Stock): (a) shall not vote any shares of Common Stock Beneficially Owned by Purchaser or such Controlled Affiliates in excess of 9.99% of the then-outstanding Common Stock at any annual or special meeting (or adjournment thereof) of the Stockholders or in any written consent of the Stockholders (collectively, a “Stockholder Vote”); provided, however, that if requested by Dynegy, Purchaser shall cause such shares to be present at any such meeting for purposes of establishing a quorum; and (b) shall vote any shares of Common Stock Beneficially Owned by Purchaser or such Controlled Affiliates up to and including 9.99% of the then-outstanding Common Stock in proportion to the vote of all Stockholders (other than Purchaser and any Controlled Affiliates) on any such matters subject to a Stockholder Vote.

2.    Purchaser and Dynegy agree that, effective as of the closing of the Calpine Merger, Section 9 of the IRA shall be amended such that Purchaser shall no longer have the right to nominate an individual for election to Dynegy’s board of directors (and any director so serving on Dynegy’s board of directors at such time would resign from the

board of directors). Notwithstanding the foregoing, Purchaser and Dynegy agree that Purchaser shall cause any director nominated by Purchaser to resign from Dynegy’s board of the directors at any time prior to the closing of the Calpine Merger if so requested by Dynegy; provided, however, that if the Calpine Merger Agreement is terminated and the closing of the Calpine Merger does not occur, Purchaser shall be entitled from and after the date of such termination to renominate an individual for election to Dynegy’s board of directors in accordance with Section 9(a) of the IRA.

3.    Purchaser and its Controlled Affiliates shall be entitled to enter into any required agreements with Calpine and make any required commitments to governmental authorities to give effect to Sections 1 and 2 hereof.

4.    Except as modified hereby, all of the terms and conditions of the Investor Rights Agreement remain in full force and effect and are hereby reaffirmed, ratified and approved. This Amendment, together with the Investor Rights Agreement, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Amendment shall affect, or be used to interpret, change or restrict, the express terms and conditions of this Amendment. Hereafter references to the Investor Rights Agreement in any document or other agreement shall be deemed to constitute references to the Investor Rights Agreement as amended by this Amendment. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Amendment may be made and evidenced by facsimile transmission.

[Signature page follows]

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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed on the day and year first written above.

DYNEGY INC.
By:	/s/ Catherine James
Name: Title:	Catherine James Executive Vice President, General Counsel and Chief Compliance Officer

TERAWATT HOLDINGS, LP
By:	Terawatt Holdings GP, LLC
Its:	General Partner

By:	/s/ Tyler Reeder
Name: Title:	Tyler Reeder President

By:	/s/ Andrew D. Singer
Name: Title:	Andrew D. Singer Secretary and General Counsel