[Signature Page to Letter Agreement re: Amendment No. 2 to Disclosure Schedules]

Following up on our discussions, this letter agreement is entered into to amend the Stock Purchase Agreement dated August 21, 2014 (as amended, modified, or supplemented, the “Agreement”) 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 Coinvest), LP (collectively, “Sellers”), Energy Capital Partners II-C, LP (“ECP II-C Fund”), EquiPower Resources Corp. (the “Company”), Dynegy Resource II, LLC (“Purchaser”), and Dynegy Inc. (“Dynegy”) by amending the Company Disclosure Schedule as set forth herein. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

The parties hereto agree that the Company Disclosure Schedule to the Agreement is hereby amended as follows:

Management, Operation and Maintenance Agreement, by and between Empire Generating Co, LLC and EquiPower Resources Corp., dated as of June 1, 2010; for which EquiPower Resources Corp. shall deliver termination notice at Closing such that the agreement shall terminate sixty (60) days following such termination notice.

Energy Management Agreement, by and between Empire Generating Co, LLC and EquiPower Resources Management, LLC, dated as of April 1, 2011, as amended; for which EquiPower Resources Corp. shall deliver termination notice at Closing such that the agreement shall terminate fourteen (14) days following such termination notice.

Holdback and Reimbursement Agreement, substantially in the form attached hereto as Appendix 1, 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, Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II, LLC, EquiPower Resources Corp., and those individuals listed on the signature pages thereto.

The Acquired Companies or their Affiliates may enter into a Holdback and Reimbursement Agreement, substantially in the form attached hereto as Appendix 1, 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, Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II, LLC, EquiPower Resources Corp., and those individuals listed on the signature pages thereto.

The parties hereto agree that notwithstanding anything in the Agreement (including Section 6.07(c)) to the contrary, Sellers shall have no obligation or requirement to reimburse Purchaser for any severance payments payable to Correne Wood.

Except as expressly amended hereby, all of the provisions of the Agreement (including all schedules and exhibits thereto) shall continue to be, and shall remain, in full force and effect in accordance with their terms without change thereto. By executing this letter in the applicable signature block below, each of Sellers, ECP II-C Fund, the Company, Purchaser and Dynegy acknowledge and agree to the foregoing.