WAIVER AND CONSENT TO CREDIT AGREEMENT

Exhibit 10.1

WAIVER AND CONSENT TO CREDIT AGREEMENT

This WAIVER AND CONSENT TO CREDIT AGREEMENT (this “Waiver”) is entered into as of December 13, 2016, among Dynegy Inc., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower party hereto and the Lenders party hereto.  Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

RECITALS

WHEREAS, the Borrower, the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”) and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”), are parties to that certain Credit Agreement, dated as of April 23, 2013 (as amended, restated, amended and restated, supplemented, waived, or otherwise modified prior to the date hereof, the “Credit Agreement”);

WHEREAS, pursuant to Section 5.02(f) of the Credit Agreement, subject to exceptions set forth therein, within five Business Days after each date on or after the Closing Date upon which the Borrower or any of its Restricted Subsidiaries receives any cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds, other than Excluded Proceeds, therefrom (any such Net Sale Proceeds, the “Asset Sale Proceeds Sweep Amount”) are required to be applied on such fifth Business Day as a mandatory repayment of Term Loans in accordance with the requirements of Sections 5.02(i) and (j) (the “Asset Sale Sweep Requirement”);

WHEREAS, pursuant to Section 5.02(g) of the Credit Agreement, subject to exceptions set forth therein, within five Business Days after each date on or after the Closing Date upon which the Borrower or any of its Restricted Subsidiaries receives any cash proceeds from any Recovery Event (other than Recovery Events where the Net Recovery Event Proceeds therefrom do not exceed $20,000,000), an amount equal to 100% of the Net Recovery Event Proceeds from such Recovery Event (any such Net Recovery Event Proceeds, the “Recovery Event Proceeds Sweep Amount” and, together with any Asset Sale Proceeds Sweep Amount, the “Sweep Amounts”) are required to be applied on such fifth Business Day as a mandatory repayment of Term Loans in accordance with the requirements of Sections 5.02(i) and (j) (the “Recovery Event Sweep Requirement” and, together with the Asset Sale Sweep Requirement, the “Sweep Requirements”);

WHEREAS, the Borrower hereby requests the Lenders to waive the Sweep Requirements in connection with any Sweep Amounts received by the Borrower or any of its Restricted Subsidiaries on or after the Waiver Effective Date and on or prior to the date that is 545 days after the Waiver Effective Date (the “Subject Sweep Amounts”) to the extent such Subject Sweep Amounts are applied to repay or prepay Revolving Loans (without the Lenders requiring any corresponding reduction of Revolving Loan Commitments or Total Revolving Loan Commitment) and/or other Indebtedness of the Borrower or its Restricted Subsidiaries that is secured by the Collateral on a pari passu basis with the Obligations (and, to the extent such other Indebtedness is revolving Indebtedness, without the Lenders requiring any corresponding reduction in commitments); and

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

SECTION 1.  Waiver and Consent.  The Lenders party hereto hereby waive the Sweep Requirements in connection with any Subject Sweep Amounts to the extent such Subject Sweep Amounts are applied to repay or prepay Revolving Loans (without the Lenders requiring corresponding reduction of Revolving Loan Commitments or Total Revolving Loan Commitment) and/or other Indebtedness of the Borrower or its Restricted Subsidiaries that is secured by the Collateral on a pari passu basis with the Obligations (and, to the extent such other Indebtedness is revolving Indebtedness, without the Lenders requiring any corresponding reduction in commitments).

SECTION 2.  Reference To And Effect Upon The Credit Agreement.  (a)  From and after the Waiver Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any other Credit Document, shall mean the Credit Agreement as modified hereby, and (ii) this Waiver shall constitute a Credit Document for all purposes of the Credit Agreement and the other Credit Documents.

(b) This Waiver is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.

SECTION 3.  Effectiveness.  This Waiver shall become effective at such time (the “Waiver Effective Date”) when this Waiver shall have been duly executed and delivered by the Borrower, the Subsidiaries of the Borrower that are Credit Parties on the Waiver Effective Date and Lenders constituting the Required Lenders.

SECTION 4.  Counterparts, Etc.  This Waiver may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.  Any party hereto may execute and deliver a counterpart of this Waiver by delivering by facsimile or other electronic transmission a signature page of this Waiver signed by such party, and any such facsimile or other electronic signature shall be treated in all respects as having the same effect as an original signature.  Section headings in this Waiver are included herein for convenience of reference only and shall not constitute part of this Waiver for any other purpose.

SECTION 5.  Governing Law; WAIVER OF JURY TRIAL.  This Waiver and the rights and obligations of the parties under this Waiver shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.  EACH OF THE PARTIES HERETO IRREVOCABLY AGREES TO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS WAIVER.

SECTION 6.  Jurisdiction.  Each of the parties hereto irrevocably and unconditionally (a) submits to the exclusive jurisdiction of any state or federal court sitting in the

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Borough of Manhattan in the City of New York (or any appellate court therefrom) over any suit, action or proceeding arising out of or relating to this Waiver, the transactions contemplated hereby or the performance of services hereunder and agrees that all claims in respect of any such suit, action or proceeding shall be heard and determined in such New York state, or to the extent permitted thereby, such federal court sitting in the Borough of Manhattan in the City of New York (or any appellate court therefrom) and (b) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit or the judgment or in any other matter provided by law.  You and we agree that service of any process, summons, notice or document by registered mail addressed to such person shall be effective service of process against such person for any suit, action or proceeding brought in any such court.  Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.

[Signature Pages to follow]

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IN WITNESS WHEREOF, this Waiver has been executed by the parties hereto as of the date first written above.

Signature Page to Waiver to Dynegy Credit Agreement

Signature Page to Waiver to Dynegy Credit Agreement

Signature Page to Waiver to Dynegy Credit Agreement

Signature Page to Waiver to Dynegy Credit Agreement

Signature Page to Waiver to Dynegy Credit Agreement

Signature Page to Waiver to Dynegy Credit Agreement

Signature Page to Waiver to Dynegy Credit Agreement

Signature Page to Waiver to Dynegy Credit Agreement

Signature Page to Waiver to Dynegy Credit Agreement

Signature Page to Waiver to Dynegy Credit Agreement

Signature Page to Waiver to Dynegy Credit Agreement

Signature Page to Waiver to Dynegy Credit Agreement

Signature Page to Waiver to Dynegy Credit Agreement