ex10_1.htm


    
      
Exhibit 10.1

     

    
      $235,000,000
Principal Amount

      


      DYNEGY
HOLDINGS INC.

      


      7.5%
Senior Unsecured Notes due 2015

      


      REGISTRATION RIGHTS
AGREEMENT

      


      December
1, 2009

      


      Adio
Bond, LLC

      Two Tower
Center, 11th Floor

      East
Brunswick, NJ  08816

      


      Dear
Sirs:

      


      Dynegy
Holdings Inc., a Delaware corporation (the “Company”), proposes to issue
and sell to Adio Bond, LLC (the “Initial Purchaser”) pursuant to the
purchase agreement dated August 9, 2009 (the “Purchase Agreement”), subject
to the terms and conditions stated therein, $235,000,000 aggregate principal
amount of its 7.5% Senior Unsecured Notes due 2015 (the “Initial
Securities”).  The Initial Securities will be issued under (i)
a base indenture, dated as of September 26, 1996, as amended and restated as of
March 23, 1998, as further amended and restated as of March 14, 2001 and as
supplemented through the date hereof (the “Base Indenture”), between the
Company and Wilmington Trust Company (as successor to JPMorgan Chase Bank,
N.A.), as trustee (the “Trustee”) and (ii) a
supplemental indenture establishing the Securities, to be dated as of the
Closing Date (as defined below) (the “Supplemental Indenture” and, together with
the Base Indenture, the “Indenture”), between the
Company and the Trustee.  As an inducement to the Initial Purchaser,
the Company agrees with the Initial Purchaser, for the benefit of the holders of
the Initial Securities (including, without limitation, the Initial Purchaser)
and the Exchange Securities (as defined below) (collectively the “Holders”), as
follows:

      


      1.         
    Registered Exchange
Offer.  (a)
The Company shall, at its own cost, prepare and, not later than 270 days after
(or if the 270th day is not a business day, the first business day thereafter)
the date of original issue of the Initial Securities (the “Issue Date”), file with the
Securities and Exchange Commission (the “Commission”) a registration
statement (the “Exchange Offer
Registration Statement”) on an appropriate form under the Securities Act
of 1933, as amended (the “Securities Act”), with respect
to a proposed offer (the “Registered Exchange Offer”) to
the Holders of Transfer Restricted Securities (as defined in Section 6 hereof),
who are not prohibited by any law or policy of the Commission from participating
in the Registered Exchange Offer, to issue and deliver to such Holders, in
exchange for the Initial Securities, a like aggregate principal amount of debt
securities (the “Exchange
Securities”) of the Company issued under the Indenture and identical in
all material respects to the Initial Securities (except for the transfer
restrictions relating to the Initial Securities and the provisions relating to
the matters described in Section 6 hereof) that would be registered under the
Securities Act.  The Company shall use its reasonable best efforts to
cause such Exchange Offer Registration Statement to become effective under the
Securities Act within 365 days (or if the 365th day is not a business day, the
first business day thereafter) after the Issue Date of the Initial Securities
and shall keep the Exchange Offer Registration Statement effective for not less
than 30 days (or longer, if required by applicable law) after the date notice of
the Registered Exchange Offer is mailed to the Holders (such period being called
the “Exchange Offer
Registration Period”).


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)      
     If the Company effects the Registered Exchange
Offer, the Company will be entitled to close the Registered Exchange Offer 30
days after the commencement thereof; provided that the
Company has accepted all the Initial Securities theretofore validly tendered in
accordance with the terms of the Registered Exchange Offer.

      


      (c)        
   Following the declaration of the effectiveness of the Exchange
Offer Registration Statement, the Company shall commence the Registered Exchange
Offer on any day during the period beginning on the 360th day after the Issue
Date and ending on the 370th day
after the Issue date, it being the objective of such Registered Exchange Offer
to enable each Holder of Transfer Restricted Securities (as defined in Section 6
hereof) electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the meaning
of the Securities Act, acquires the Exchange Securities in the ordinary course
of such Holder’s business and has no arrangements with any person to participate
in the distribution (within the meaning of the Securities Act) of the Exchange
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.

      


      (d)         
  The Company acknowledges that, pursuant to current interpretations
by the Commission’s staff of Section 5 of the Securities Act, in the absence of
an applicable exemption therefrom, each Holder which is a broker-dealer electing
to exchange Securities, acquired for its own account as a result of market
making activities or other trading activities, for Exchange Securities (an
“Exchanging Dealer”), is
required to deliver a prospectus containing the information set forth in (a)
Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures”
section or corresponding section and the “Purpose of the Exchange Offer”
section or corresponding section, and (c) Annex C hereto in the “Plan of Distribution” section
or corresponding section of such prospectus in connection with a sale of any
such Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer.

      


      (e)           
The Company shall use its reasonable best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; provided, however, that (i) in
the case where such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer, such period shall be the lesser of 180 days
following the launch of the Registered Exchange Offer and the date on which all
Exchanging Dealers have sold all Exchange Securities held by them (unless such
period is extended pursuant to Section 3(j) below) and (ii) the Company shall
make such prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 90 days after the consummation of the Registered
Exchange Offer.  The Initial Securities and the Exchange Securities
are herein collectively called the “Securities”.


      
        
           


        

        
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      (f)      
      [Intentionally omitted].

      


      (g)      
     In connection with the Registered Exchange Offer,
the Company shall:

      


      (i) 
           mail to each
Holder a copy of the prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related
documents;

      


      (ii) 
          keep the Registered
Exchange Offer open for not less than 30 days (or longer, if required by
applicable law) after the date notice thereof is mailed to the
Holders;

      


      (iii)           utilize
the services of a depositary for the Registered Exchange Offer, which may be the
Trustee or an affiliate of the Trustee;

      


      (iv)           permit
Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last business day on which the Registered
Exchange Offer shall remain open; and

      


      (v)  
         otherwise comply with all
applicable laws.

      


      (h)        
   As soon as practicable after the close of the Registered
Exchange Offer, the Company shall:

      


      (i)      
      accept for exchange all the Initial
Securities validly tendered and not withdrawn pursuant to the Registered
Exchange Offer;

      


      (ii)      
     deliver to the Trustee for cancellation all the
Initial Securities so accepted for exchange; and

      


      (iii)           cause
the Trustee to authenticate and deliver promptly to each Holder of the Initial
Securities, Exchange Securities equal in principal amount to the Initial
Securities of such Holder so accepted or tendered for exchange.

      


      (i)       
     The Indenture will provide that the Exchange
Securities will not be subject to the transfer restrictions set forth in the
Indenture and that all the Securities will vote and consent together on all
matters as one class and that none of the Securities will have the right to vote
or consent as a class separate from one another on any matter.

      


      (j)             Interest
on each Exchange Security issued pursuant to the Registered Exchange Offer will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities.


      
        
           


        

        
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      (k)      
     Each Holder participating in the Registered
Exchange Offer shall be required to represent to the Company that at the time of
the consummation of the Registered Exchange Offer (i) any Exchange Securities
received by such Holder will be acquired in the ordinary course of business,
(ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

      


      (l)        
    Notwithstanding any other provisions hereof, the Company
will ensure that (i) any Exchange Offer Registration Statement and any amendment
thereto and any prospectus forming part thereof and any supplement thereto
complies in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and any
amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Exchange Offer Registration Statement,
and any supplement to such prospectus, does not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

      


      2.         
    Shelf
Registration.  (a)
If, (i) because of any change in law or in applicable interpretations thereof by
the staff of the Commission, the Company is not permitted to effect a Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered
Exchange Offer is not consummated within 400 days of the Issue Date and (iii)
any Holder (other than an Exchanging Dealer) is not eligible to participate in
the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such
Holder does not receive freely tradeable Exchange Securities on the date of the
exchange, the Company shall take the following actions:

      


      (A)           The
Company shall, at its cost, as promptly as practicable (but in no event more
than 30 days after so required or requested pursuant to this Section 2) file
with the Commission a registration statement (the “Shelf Registration Statement”
and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an
appropriate form under the Securities Act relating to the offer and sale of the
Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders
thereof from time to time in accordance with the methods of distribution set
forth in the Shelf Registration Statement and Rule 415 under the Securities Act
(hereinafter, the “Shelf
Registration”); provided, however, that (1) in
the case contemplated by clause (a)(i) of this Section, the Company shall use
its reasonable best efforts to cause the Shelf Registration Statement to be
declared effective on or prior the 180th day of the Issue Date (unless it
becomes effective automatically upon filing), and (2) in the cases contemplated
by clauses (a)(ii) and (a)(iii) of this Section 2, the Company shall use its
reasonable best efforts to cause the Shelf Registration Statement to be declared
effective on or prior the 90th date after the date on which the Shelf
Registration Statement is required to be filed (unless it becomes effective
automatically upon filing), provided, further, that no
Holder (other than the Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all the provisions of this Agreement
applicable to such Holder.


      
        
           


        

        
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      (B)        
   The Company shall use its reasonable best efforts to keep the
Shelf Registration Statement continuously effective in order to permit the
prospectus included therein to be lawfully delivered by the Holders of the
relevant Securities, for a period of two years (or for such longer period if
extended pursuant to Section 3(j) below) from the Issue Date or such shorter
period that will terminate when all the Securities covered by the Shelf
Registration Statement (i) have been sold pursuant thereto or (ii) are no longer
restricted securities (as defined in Rule 144 under the Securities Act, or any
successor rule thereof).

      


      (C)       
    Notwithstanding any other provisions of this Agreement
to the contrary, the Company shall cause the Shelf Registration Statement and
the related prospectus and any amendment or supplement thereto, as of its
respective effective date, (i) to comply in all material respects with the
applicable requirements of the Securities Act and the rules and regulations of
the Commission and (ii) not to contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.

      


      3.            
 Registration
Procedures.  In
connection with any Shelf Registration contemplated by Section 2 hereof and, to
the extent applicable, any Registered Exchange Offer contemplated by Section 1
hereof, the following provisions shall apply:

      


      (a)     
      The Company shall (i) furnish to the Initial
Purchaser, prior to the filing thereof with the Commission, a copy of the
Registration Statement and each amendment thereof and each supplement, if any,
to the prospectus included therein and, in the event that the Initial Purchaser
(with respect to any portion of an unsold allotment from the original offering)
is participating in the Registered Exchange Offer or the Shelf Registration
Statement, the Company shall use its reasonable best efforts to reflect in each
such document, when so filed with the Commission, such comments as the Initial
Purchaser reasonably may propose; (ii) include the information set forth in
Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer
Procedures” section or corresponding section and the “Purpose of the Exchange
Offer” section or corresponding section and in Annex C hereto in the “Plan of
Distribution” section or corresponding section of the prospectus forming a part
of the Exchange Offer Registration Statement and include the information set
forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the
Registered Exchange Offer; (iii) include within the prospectus contained in the
Exchange Offer Registration Statement a section entitled “Plan of Distribution,”
reasonably acceptable to the Initial Purchaser, which shall contain a summary
statement of the positions taken or policies made by the staff of the Commission
with respect to the potential “underwriter” status of any broker-dealer that is
the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) of Exchange
Securities received by such broker-dealer in the Registered Exchange Offer (a
“Participating
Broker-Dealer”), whether such positions or policies have been publicly
disseminated by the staff of the Commission or such positions or policies, in
the reasonable judgment of the Initial Purchaser based upon advice of counsel
(which may be in-house counsel), represent the prevailing views of the staff of
the Commission; and (v) in the case of a Shelf Registration Statement, include
in the prospectus included in the Shelf Registration Statement (or, if permitted
by Commission Rule 430B(b), in a prospectus supplement that becomes a part
thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder
pursuant to Section 3(d) and (f), the names of the Holders who propose to sell
Securities pursuant to the Shelf Registration Statement, as selling
securityholders.


      
        
           


        

        
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      (b)    
       The Company shall give written notice
to the Initial Purchaser, the Holders of the Securities and any Participating
Broker-Dealer from whom the Company has received prior written notice that it
will be a Participating Broker-Dealer in the Registered Exchange Offer (which
notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes
have been made):

      


      (i)      
      when the Registration Statement or any
amendment thereto has been filed with the Commission and when the Registration
Statement or any post-effective amendment thereto has become
effective;

      


      (ii)      
     of any request by the Commission for amendments or
supplements to the Registration Statement or the prospectus included therein or
for additional information;

      


      (iii)           of
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that
purpose, of the issuance by the Commission of a notification of objection to the
use of the form on which the Registration Statement has been filed, and of the
happening of any event that causes the Company to become an “ineligible issuer,”
as defined in Commission Rule 405;

      


      (iv)           of
the receipt by the Company or its legal counsel of any notification with respect
to the suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose; and

      


      (v)       
    of the happening of any event that requires the Company
to make changes in the Registration Statement or the prospectus in order that
the Registration Statement or the prospectus do not contain an untrue statement
of a material fact nor omit to state a material fact required to be stated
therein or necessary to make the statements therein (in the case of the
prospectus, in light of the circumstances under which they were made) not
misleading.

      


      (c)    
       The Company shall make every
reasonable effort to obtain the withdrawal at the earliest possible time, of any
order suspending the effectiveness of the Registration Statement.

      


      (d)     
      The Company shall furnish to each Holder of
Securities included within the coverage of the Shelf Registration who so
requests in writing, without charge, at least one copy of the Shelf Registration
Statement and any post-effective amendment or supplement thereto, including
financial statements and schedules, and, if the Holder so requests in writing,
all exhibits thereto (including those, if any, incorporated by
reference).  The Company shall not, without the prior consent of the
Initial Purchaser, make any offer relating to the Securities that would
constitute a “free writing prospectus,” as defined in Commission Rule
405.


      
        
           


        

        
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      (e)  
         The Company shall deliver
to each Exchanging Dealer, the Initial Purchaser and to any other Holder who so
requests in writing, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, and, if the Initial Purchaser or any such
Holder requests in writing, all exhibits thereto (including those incorporated
by reference).

      


      (f)     
       The Company shall, during the Shelf
Registration Period, deliver to each Holder of Securities included within the
coverage of the Shelf Registration, without charge, as many copies of the
prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person
may reasonably request.  The Company consents, subject to the
provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by each of the selling Holders of the Securities in
connection with the offering and sale of the Securities covered by the
prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.

      


      (g)     
      The Company shall deliver to the Initial
Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other
persons required to deliver a prospectus following the Registered Exchange
Offer, without charge, as many copies of the final prospectus included in the
Exchange Offer Registration Statement and any amendment or supplement thereto as
such persons may reasonably request.  The Company consents, subject to
the provisions of this Agreement, to the use of the prospectus or any amendment
or supplement thereto by the Initial Purchaser, if necessary, any Participating
Broker-Dealer and such other persons required to deliver a prospectus following
the Registered Exchange Offer in connection with the offering and sale of the
Exchange Securities covered by the prospectus, or any amendment or supplement
thereto, included in such Exchange Offer Registration Statement.

      


      (h)      
     Prior to any public offering of the Securities,
pursuant to any Registration Statement, the Company shall register or qualify or
cooperate with the Holders of the Securities included therein and their
respective counsel in connection with the registration or qualification of the
Securities for offer and sale under the securities or “blue sky” laws of such
states of the United States as any Holder of the Securities reasonably requests
in writing and do any and all other acts or things necessary or advisable to
enable the offer and sale in such jurisdictions of the Securities covered by
such Registration Statement; provided, however, that the
Company shall not be required to (i) qualify generally to do business in any
jurisdiction where it is not then so qualified or (ii) take any action which
would subject it to general service of process or to taxation in any
jurisdiction where it is not then so subject.

      


      (i)          
  The Company shall cooperate with the Holders of the Securities to
facilitate the timely preparation and delivery of certificates representing the
Securities to be sold pursuant to any Registration Statement free of any
restrictive legends and in such denominations and registered in such names as
the Holders may request a reasonable period of time prior to sales of the
Securities pursuant to such Registration Statement.


      
        
           


        

        
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      (j)     
       Upon the occurrence of any event
contemplated by paragraphs (ii) through (v) of Section 3(b) above during the
period for which the Company is required to maintain an effective Registration
Statement, the Company shall promptly prepare and file a post-effective
amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to
Holders of the Securities or purchasers of the Securities, the prospectus will
not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading.  If the Company notifies the Initial Purchaser, the
Holders of the Securities and any known Participating Broker-Dealer in
accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the
use of the prospectus until the requisite changes to the prospectus have been
made, then the Initial Purchaser, the Holders of the Securities and any such
Participating Broker-Dealers shall suspend use of such prospectus, and the
period of effectiveness of the Shelf Registration Statement provided for in
Section 2 above and the Exchange Offer Registration Statement provided for in
Section 1 above shall each be extended by the number of days from and including
the date of the giving of such notice to and including the date when the Initial
Purchaser, the Holders of the Securities and any known Participating
Broker-Dealer shall have received such amended or supplemented prospectus
pursuant to this Section 3(j).  During the period during which the
Company is required to maintain an effective Shelf Registration Statement
pursuant to this Agreement, the Company will prior to the three-year expiration
of that Shelf Registration Statement file, and use its reasonable best efforts
to cause to be declared effective (unless it becomes effective automatically
upon filing) within a period that avoids any interruption in the ability of
Holders of Securities covered by the expiring Shelf Registration Statement to
make registered dispositions, a new registration statement relating to the
Securities, which shall be deemed the “Shelf Registration Statement” for
purposes of this Agreement.

      


      (k)     
      Not later than the effective date of the
applicable Registration Statement, the Company will provide a CUSIP number for
the Exchange Securities and provide the trustee with printed certificates for
the Exchange Securities, in a form eligible for deposit with The Depository
Trust Company.

      


      (l)      
      The Company will comply with all rules and
regulations of the Commission to the extent and so long as they are applicable
to the Registered Exchange Offer or the Shelf Registration and will make
generally available to its security holders (or otherwise provide in accordance
with Section 11(a) of the Securities Act) an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act, no later than 45 days after
the end of a 12-month period (or 90 days, if such period is a fiscal year)
beginning with the first month of the Company’s first fiscal quarter commencing
after the effective date of the Registration Statement, which statement shall
cover such 12-month period.

      


      (m)           The
Company shall cause the Indenture to be qualified under the Trust Indenture Act
of 1939, as amended, in a timely manner and containing such changes, if any, as
shall be necessary for such qualification.  In the event that such
qualification would require the appointment of a new trustee under the
Indenture, the Company shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.


      
        
           


        

        
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      (n)      
     The Company may require each Holder of Securities
to be sold pursuant to the Shelf Registration Statement to furnish to the
Company such information regarding the Holder and the distribution of the
Securities as the Company may from time to time reasonably require for inclusion
in the Shelf Registration Statement, and the Company may exclude from such
registration the Securities of any Holder that unreasonably fails to furnish
such information within a reasonable time after receiving such
request.

      


      (o)      
     The Company shall enter into such customary
agreements (including, if requested, an underwriting agreement in customary
form) and take all such other action, if any, as any Holder of the Securities
shall reasonably request in order to facilitate the disposition of the
Securities pursuant to any Shelf Registration.

      


      (p)       
    In the case of any Shelf Registration, the Company shall
(i) make reasonably available for inspection by the Holders of the Securities,
any underwriter participating in any disposition pursuant to the Shelf
Registration Statement and any attorney, accountant or other agent retained by
the Holders of the Securities or any such underwriter all relevant financial and
other records, pertinent corporate documents and properties of the Company and
(ii) cause the Company’s officers, directors, employees, accountants and
auditors to supply all material relevant information reasonably requested by the
Holders of the Securities or any such underwriter, attorney, accountant or agent
in connection with the Shelf Registration Statement, in each case, as shall be
reasonably necessary to enable such persons to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided, however, that the
foregoing inspection and information gathering shall be coordinated, on behalf
of the parties other than the Initial Purchaser, by one counsel designated by
and on behalf of such other parties as described in Section 4 hereof, and the
Company shall have no obligation to pay the fees and expenses of such persons or
entities other than as contemplated by Section 4.

      


      (q)      
     In the case of any Shelf Registration, the
Company, if requested by any Holder of Securities covered thereby, shall cause
(i) its counsel to deliver an opinion and updates thereof relating to the
Securities in customary form addressed to the managing underwriters, if any,
thereof and dated, in the case of the initial opinion, the effective date of
such Shelf Registration Statement (it being agreed that the matters to be
covered by such opinion shall include, without limitation, the valid existence
and good standing of the Company and its subsidiaries; the due authorization,
execution and delivery of the relevant agreement of the type referred to in
Section 3(o) hereof; the due authorization, execution, authentication and
issuance, and the validity and enforceability, of the applicable Securities; the
absence of material legal or governmental proceedings involving the Company and
its subsidiaries; the absence of governmental approvals required to be obtained
in connection with the Shelf Registration Statement, the offering and sale of
the applicable Securities, or any agreement of the type referred to in Section
3(o) hereof; the compliance as to form of such Shelf Registration Statement and
any documents incorporated by reference therein and of the Indenture with the
requirements of the Securities Act and the Trust Indenture Act, respectively; as
of the date of the opinion and as of the effective date of the Shelf
Registration Statement or most recent post-effective amendment thereto or most
recent prospectus supplement thereto that is deemed to establish a new effective
date, as the case may be, the absence from such Shelf Registration Statement and
the prospectus and any prospectus supplement included therein, as then amended
or supplemented and including any documents incorporated by reference therein,
of an untrue statement of a material fact or the omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and as of an applicable time identified by such Holders
or managing underwriters, the absence from the prospectus included in the
Registration Statement, as amended or supplemented at such applicable time and
including any documents incorporated by reference therein, taken together with
any other documents identified by such Holders or managing underwriters and the
Company and referenced in such opinion, of an untrue statement of a material
fact or the omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; (ii) its officers to
execute and deliver all customary documents and certificates and updates thereof
requested by any underwriters of the applicable Securities and (iii) its
independent public accountants and the independent public accountants with
respect to any other entity for which financial information is provided in the
Shelf Registration Statement to provide to any underwriter therefor a comfort
letter in customary form and covering matters of the type customarily covered in
comfort letters in connection with primary underwritten offerings, subject to
receipt of appropriate documentation as contemplated, and only if permitted, by
AU sec. 634.


      
        
           


        

        
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      (r)        
    In the case of the Registered Exchange Offer, if
requested by any known Participating Broker-Dealer, the Company shall cause (i)
its outside and internal counsel to deliver to such Participating Broker-Dealer
the opinions of such counsel in the form set forth in Sections 7(c) and (d) of
the Purchase Agreement with such changes as are customary in connection with the
preparation of a Registration Statement and (ii) its independent public
accountants to deliver such Participating Broker-Dealer a comfort letter, in
customary form, subject to receipt of appropriate documentation as contemplated,
and only if permitted, by AU sec. 634.

      


      (s)      
     If a Registered Exchange Offer is to be
consummated, upon delivery of the Initial Securities by Holders to the Company
(or to such other Person as directed by the Company) in exchange for the
Exchange Securities, the Company shall mark, or caused to be marked, on the
Initial Securities so exchanged that such Initial Securities are being canceled
in exchange for the Exchange Securities; in no event shall the Initial
Securities be marked as paid or otherwise satisfied.

      


      (t)        
    [intentionally omitted].

      


      (u)        
   In the event that any broker-dealer registered under the
Exchange Act shall underwrite any Securities or participate as a member of an
underwriting syndicate or selling group or “assist in the distribution” (within
the meaning of the Conduct Rules (the “Rules”) of the National
Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a
Holder of such Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, the Company will assist such
broker-dealer in complying with the requirements of such Rules, including,
without limitation, by (i) if such Rules, including Rule 2720, shall so require,
engaging a “qualified independent underwriter” (as defined in Rule 2720) to
participate in the preparation of the Registration Statement relating to such
Securities, to exercise usual standards of due diligence in respect thereto and,
if any portion of the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Securities, (ii) indemnifying any such qualified
independent underwriter to the extent of the indemnification of underwriters
provided in Section 5 hereof and (iii) providing such information to such
broker-dealer as may be required in order for such broker-dealer to comply with
the requirements of the Rules; provided that the Company shall have no
obligation to pay such qualified independent underwriter’s fees and
expenses.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      (v)     
      The Company shall use its reasonable best
efforts to take all other steps necessary to effect the registration of the
Securities covered by a Registration Statement contemplated hereby.

      


      4.        
     Registration
Expenses.  The
Company shall bear all fees and expenses incurred in connection with the
performance of its obligations under Sections 1 through 3 hereof (including the
reasonable fees and expenses, if any, of Latham & Watkins LLP, counsel for
the Initial Purchaser, incurred in connection with the Registered Exchange
Offer), whether or not the Registered Exchange Offer or a Shelf Registration is
filed or becomes effective, and, in the event of a Shelf Registration, shall
bear or reimburse the Holders of the Securities covered thereby for the
reasonable fees and disbursements of one firm of counsel designated by the
Holders of a majority in principal amount of the Initial Securities covered
thereby to act as counsel for the Holders of the Initial Securities in
connection therewith.

      


      5.           
  Indemnification.  (a)
The Company agrees to indemnify and hold harmless each Holder of the Securities,
any Participating Broker-Dealer and each person, if any, who controls such
Holder or such Participating Broker-Dealer within the meaning of the Securities
Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such
controlling persons are referred to collectively as the “Indemnified Parties”) from and
against any losses, claims, damages or liabilities, joint or several, or any
actions in respect thereof (including, but not limited to, any losses, claims,
damages, liabilities or actions relating to purchases and sales of the
Securities) to which each indemnified party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus or “issuer free writing prospectus,” as defined
in Commission Rule 433 (“Issuer
FWP”), relating to a Shelf Registration, or arise out of, or are based
upon, the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and shall reimburse, as incurred, the Indemnified Parties for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action in respect thereof;
provided, however, that the
Company shall not be liable in any such case to the extent that such loss,
claim, damage or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration
in reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder specifically
for inclusion therein.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      (b)     
      Each Holder of the Securities, severally and
not jointly, will indemnify and hold harmless the Company and each person, if
any, who controls the Company within the meaning of the Securities Act or the
Exchange Act from and against any losses, claims, damages or liabilities or any
actions in respect thereof, to which the Company or any such controlling person
may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages, liabilities or actions arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus or Issuer FWP relating to a
Shelf Registration, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary to make the statements
therein not misleading, but in each case only to the extent that the untrue
statement or omission or alleged untrue statement or omission was made in
reliance upon and in conformity with written information pertaining to such
Holder and furnished to the Company by or on behalf of such Holder specifically
for inclusion therein; and, subject to the limitation set forth immediately
preceding this clause, shall reimburse, as incurred, the Company for any legal
or other expenses reasonably incurred by the Company or any such controlling
person in connection with investigating or defending any loss, claim, damage,
liability or action in respect thereof.

      


      (c)      
     Promptly after receipt by an indemnified party
under this Section 5 of notice of the commencement of any action or proceeding
(including a governmental investigation), such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 5, notify the indemnifying party of the commencement thereof; but the
failure to notify the indemnifying party shall not relieve the indemnifying
party from any liability that it may have under subsection (a) or (b) above
except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided further that the
failure to notify the indemnifying party shall not relieve it from any liability
that it may have to an indemnified party otherwise than under subsection (a) or
(b) above.  In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof the indemnifying party will not be liable to such indemnified
party under this Section 5 for any legal or other expenses, other than
reasonable costs of investigation, subsequently incurred by such indemnified
party in connection with the defense thereof.  If the Company has
assumed the defense in any such proceedings, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the Company and the
indemnified party shall have mutually agreed to the contrary; (ii) the Company
has failed within a reasonable time to retain counsel reasonably satisfactory to
the Indemnified Party; (iii) the Indemnified Party shall have reasonably
concluded that there may be legal defenses available to it that are different
from or in addition to those available to the Company; or (iv) the named parties
in any such proceeding (including any impleaded parties) include both the
Company and the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them.  It is understood and agreed that the Company shall not,
in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Parties, and that all
such fees and expenses shall be reimbursed as they are incurred.  Any
such separate firm for any indemnified party, its affiliates, directors and
officers and any control persons of such indemnified party shall be designated
in writing by a majority in interest of the Indemnified Parties.  No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party unless such settlement (i)
includes an unconditional release of such indemnified party from all liability
on any claims that are the subject matter of such action, and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act by or on behalf of any indemnified party.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (d)      
     If the indemnification provided for in this
Section 5 is unavailable or insufficient to hold harmless an indemnified party
under subsections (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to in subsection (a) or (b) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
or parties on the one hand and the indemnified party on the other from the
exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii)
if the allocation provided by the foregoing clause (i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect thereof) as well
as any other relevant equitable considerations.  The relative fault of
the parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or such Holder or such other indemnified party, as the case may
be, on the other, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.  The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim which is the subject of this subsection
(d).  Notwithstanding any other provision of this Section 5(d), no
Holder of the Securities shall be required to contribute any amount in excess of
the amount by which the net proceeds received by such Holder from the sale of
the Securities pursuant to a Registration Statement exceeds the amount of
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the Securities
Act or the Exchange Act shall have the same rights to contribution as such
indemnified party and each person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.  The Holders’ obligations to contribute
pursuant to this Section 5(d) are several and not joint.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      (e)    
       The agreements contained in this
Section 5 shall survive the sale of the Securities pursuant to a Registration
Statement and shall remain in full force and effect, regardless of any
termination or cancellation of this Agreement or any investigation made by or on
behalf of any indemnified party.

      


      6.        
     Additional Interest Under Certain
Circumstances.  (a)
Additional interest (the “Additional Interest”) with
respect to the Initial Securities shall be assessed as follows if any of the
following events occur (each such event in clauses (i) through (vi) below a
“Registration
Default”):

      


      (i)       
     if the Company fails to file the Exchange Offer
Registration Statement with the Commission on or prior to the 270th day after
the Issue Date, or

      


      (ii)       
    if the Exchange Offer Registration Statement is not
declared effective by the Commission on or prior to the 365th day after the
Issue Date or, if obligated to file a Shelf Registration because of the
circumstances described in Section 2(a)(i) above, a Shelf Registration Statement
has not become effective on or prior to the 180th day after the Issue Date,
or

      


      (iii)           if
the Registered Exchange Offer is not consummated on or before the 405th day
after the Issue Date, or

      


      (iv)           if
obligated to file a Shelf Registration Statement because of circumstances
described in Section 2(a)(ii) or 2(a)(iii) above, the Company fails to file the
Shelf Registration Statement with the Commission on or prior to the 30th day
(the “Shelf Filing
Date”) after the date on which the obligation to file a Shelf
Registration Statement arises, or

      


      (v)        
   if obligated to file a Shelf Registration Statement because of
circumstances described in Section 2(a)(ii) or 2(a)(iii) above, the Shelf
Registration Statement has not become effective on or prior to the 90th day of
the Shelf Filing Date, or

      


      (vi)           if
after either the Exchange Offer Registration Statement or the Shelf Registration
Statement becomes effective (A) such Registration Statement thereafter ceases to
be effective; or (B) such Registration Statement or the related prospectus
ceases to be usable (except as permitted in paragraph (b) of this Section 6) in
connection with resales of Transfer Restricted Securities during the periods
specified herein because either (1) any event occurs as a result of which the
related prospectus forming part of such Registration Statement would include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under which
they were made not misleading, (2) it shall be necessary to amend such
Registration Statement or supplement the related prospectus to comply with the
Securities Act or the Exchange Act or the respective rules thereunder, or (3)
such Registration Statement is a Shelf Registration Statement that has expired
before a replacement Shelf Registration Statement has become
effective.

      


      Additional
Interest shall accrue on the Initial Securities over and above the interest set
forth in the title of the Securities from and including the date on which any
such Registration Default shall occur to but excluding the date on which all
such Registration Defaults have been cured.  The rate of the
Additional Interest will be 0.25% per annum for the first 90-day period
immediately following the occurrence of a Registration Default, and such rate
will increase by an additional 0.25% per annum with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
additional interest rate of 1.0% per annum.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (b)        
   A Registration Default referred to in Section 6(a)(vi)(B)
hereof shall be deemed not to have occurred and be continuing in relation to a
Shelf Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with respect
to the Company that would need to be described in such Shelf Registration
Statement or the related prospectus and (ii) in the case of clause (y), the
Company is proceeding promptly and in good faith to amend or supplement such
Shelf Registration Statement and related prospectus to describe such events;
provided, however, that, in any
case, if such Registration Default occurs for a continuous period in excess of
30 days, Additional Interest shall be payable in accordance with the above
paragraph from the day such Registration Default occurs until such Registration
Default is cured.

      


      (c)      
     Any amounts of Additional Interest due pursuant to
clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the
regular interest payment dates with respect to the Initial
Securities.  The amount of Additional Interest will be determined by
multiplying the applicable Additional Interest rate by the principal amount of
the Initial Securities, multiplied by a fraction, the numerator of which is the
number of days such Additional Interest rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.

      


      (d)     
      “Transfer Restricted
Securities” means each Security until (i) the date on which such Transfer
Restricted Security has been exchanged by a person other than a broker-dealer
for a freely transferable Exchange Security in the Registered Exchange Offer,
(ii) following the exchange by a broker-dealer in the Registered Exchange Offer
of a Initial Security for an Exchange Note, the date on which such Exchange Note
is sold to a purchaser who receives from such broker-dealer on or prior to the
date of such sale a copy of the prospectus contained in the Exchange Offer
Registration Statement, (iii) the date on which such Initial Security has been
effectively registered under the Securities Act and disposed of in accordance
with the Shelf Registration Statement or (iv) the date on which such Initial
Security is distributed to the public pursuant to Rule 144 under the Securities
Act under the Securities Act.

      


      7.         
    Rules
144 and 144A.  The
Company shall use its reasonable best efforts to file the reports required to be
filed by it under the Securities Act and the Exchange Act in a timely manner
and, if at any time the Company is not required to file such reports, it will,
upon the request of any Holder of Initial Securities, make publicly available
other information so long as necessary to permit sales of their securities
pursuant to Rules 144 and 144A.  The Company covenants that it will
take such further action as any Holder of Initial Securities may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Initial Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)).  To the extent not available on the
Commission’s EDGAR system, the Company will provide a copy of this Agreement to
prospective purchasers of Initial Securities identified to the Company by the
Initial Purchaser upon request.  Upon the request of any Holder of
Initial Securities, the Company shall deliver to such Holder a written statement
as to whether it has complied with such requirements.  Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities pursuant to the Exchange Act.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      8.          
   Underwritten
Registrations.  If
any of the Transfer Restricted Securities covered by any Shelf Registration are
to be sold in an underwritten offering, the investment banker or investment
bankers and manager or managers that will administer the offering (“Managing Underwriters”) will
be selected by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Securities to be included in such offering.

      


      No person
may participate in any underwritten registration hereunder unless such person
(i) agrees to sell such person’s Transfer Restricted Securities on the basis
reasonably provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

      


      9.        
     Miscellaneous.

      


      (a)        
   Amendments
and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or
consents.

      


      (b)      
     Notices.  All notices and other
communications provided for or permitted hereunder shall be made in writing by
hand delivery, first-class mail, facsimile transmission, or air courier which
guarantees overnight delivery:

      


      (1)       
    if to a Holder of the Securities, at the most current
address given by such Holder to the Company.

      


      (2)       
    if to the Initial Purchaser;

      


      Adio
Bond, LLC,

      Two Tower
Center, 11th Floor

      East
Brunswick, NJ  08816

      Attention:  Corporate
Counsel

      Telecopy:  (732)
249-7290

      


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

      


      Latham
& Watkins LLP

      885 Third
Avenue, New York, NY


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      Fax:  (212)
751-4864

      Attention:  Marc
Jaffe and Wesley Holmes

      


      (3)           if
to the Company, at its address as follows:

      


      Dynegy
Holdings Inc.

      1000
Louisiana Street, Suite 5800,

      Houston,
Texas 77002

      Fax No.:
(713) 507-6808

      Attention:
General Counsel

      


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

      


      Akin Gump
Strauss Hauer & Feld LLP

      1111
Louisiana Street

      Suite
4400

      Houston,
TX 77002

      Fax No.:
(713) 236-0822

      Attention:
Michael E. Dillard, P.C.

      


      All such
notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being
deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged
by recipient’s facsimile machine operator, if sent by facsimile transmission;
and on the day delivered, if sent by overnight air courier guaranteeing next day
delivery.

      


      (c)      
     No Inconsistent
Agreements.  The Company has not, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions
hereof.

      


      (d)       
    Successors and
Assigns.  This Agreement shall be binding upon the Company and
its successors and assigns.

      


      (e)       
    Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

      


      (f)        
    Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

      


      (g)       
    Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

      


      (h)      
     Severability.  If
any one or more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired
thereby.


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      (i)          
   Securities
Held by the Company.  Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      If the
foregoing is in accordance with your understanding of our agreement, please sign
and return to the Company a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement between the Initial
Purchaser and the Company in accordance with its terms.

      


      
        	 
      	 
      	 
      	 
      	 
      	
                Very
      truly yours,

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                DYNEGY
      HOLDINGS INC.,

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                by

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                Name:

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                Title:

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                The
      foregoing Registration

              	 
      	 
      	 
      	 
      	 
      
	
                Rights
      Agreement is hereby confirmed

              	 
      	 
      	 
      	 
      	 
      
	
                and
      accepted as of the date first

              	 
      	 
      	 
      	 
      	 
      
	
                above
      written.

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                ADIO
      BOND, LLC

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                by

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Name:

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Title:

              	 
      	 
      	 
      	 
      	 
      


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      ANNEX
A

      


      Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.  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 Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities.  The Company has
agreed that, for a period of 180 days after the Expiration Date (as defined
herein), it will make this Prospectus available to any broker-dealer for use in
connection with any such resale.  See “Plan of
Distribution.”


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      ANNEX
B

      


      Each
broker-dealer that receives Exchange Securities for its own account in exchange
for Securities, where such Initial Securities 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 Securities.  See “Plan of
Distribution.”


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      ANNEX
C

      


      PLAN OF
DISTRIBUTION

      


      Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.  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 Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities.  The
Company has agreed that, for a period of 180 days after the Expiration Date, it
will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale.  In
addition, until [●], all dealers effecting transactions in the Exchange
Securities may be required to deliver a prospectus.1

      


      The
Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers.  Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer 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 Securities 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 or the purchasers of any
such Exchange Securities.  Any broker-dealer that resells Exchange
Securities that were received by it for its own account pursuant to the Exchange
Offer and any broker or dealer that participates in a distribution of such
Exchange Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit on any such resale of Exchange Securities and
any commission 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 of 180 days after the Expiration Date the Company will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal.  The Company has agreed to pay all expenses incident to
the Exchange Offer (including the expenses of one counsel for the Holders of the
Securities) other than commissions or concessions of any brokers or dealers and
will indemnify the Holders of the Securities (including any broker-dealers)
against certain liabilities, including liabilities under the Securities
Act.

       

      
________________________

      
         

        1 In
addition, the legend required by Item 502(e) of Regulation S-K will appear on
the back cover page of the Exchange Offer prospectus.

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      ANNEX
D

      


      
        	
                £

              	
                CHECK
      HERE 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 is not
engaged in, and does not intend to engage in, a distribution of Exchange
Securities.  If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Securities; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an “underwriter” within the meaning of the Securities Act.