ex10-3.htm


    EXHIBIT
10.3

    
 

    


    $235,000,000

     

    Dynegy
Holdings Inc.

     

    71⁄2%
Senior Notes due 2015

     

    PURCHASE
AGREEMENT

     

    August
9, 2009

     

     

    Adio
Bond, LLC

    Two
Tower Center, 11th Floor

    East
Brunswick, NJ  08816

     

     

    Dear
Sirs:

     

    
       

    

    Dynegy Holdings Inc., a Delaware corporation (the “Company”),
agrees with Adio Bond, LLC (the “Purchaser”)
subject to the terms and conditions stated herein, to issue and sell to the
Purchaser $235,000,000 principal amount of its 71⁄2% Senior Notes due 2015, having
the terms set forth on Exhibit A hereto ( the “Securities”) to
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.

     

    The Purchaser and subsequent holders of the Securities will
be entitled to the benefits of a Registration Rights Agreement, in the form
attached hereto as Exhibit B, dated as of the Closing Date between the Company
and the Purchaser (the “Registration Rights
Agreement”), pursuant to which the Company will agree to file a
registration statement with the Commission (as defined below) registering the
resale of the Securities under the Securities Act (as defined
below).

     

    On the date hereof, certain affiliates of the Company and
the Purchaser have entered into a Purchase and Sale Agreement relating to the
sale (the “Transactions”)
by such affiliates of the Company to such affiliates of the Purchaser of certain
assets in exchange for cash and securities as set forth therein (the “Purchase and Sale
Agreement”).

     

    The Company hereby agrees with the Purchaser as
follows:

     

    1.  Definitions.  For
purposes of this Agreement:

     

            “Applicable Time”
means, with respect to each 144A Resale, the date and time that the Purchaser
enters into a binding contract of sale with respect to the Securities sold in
such 

             144A Resale.

     

            “Closing Date”
has the meaning set forth in Section 3 hereof.

     

            “Commission”
means the Securities and Exchange Commission.

     

            “Exchange Act”
means the United States Securities Exchange Act of 1934.

     

            “Exchange Act
Reports” means the Company’s Annual Report on Form 10-K most recently
filed with the Commission and all subsequent reports which have been filed by
the Company 

            with the
Commission.

     

            “Free Writing
Communication” means a written communication (as such term is defined in
Rule 405) that constitutes an offer to sell or a solicitation of an offer
to buy the Securities and 

             is made by means other than the
Offering Circular.

     

            “General Disclosure
Package” means the Offering Circular together with any Issuer Free
Writing Communication existing at the Applicable Time.

     

            “Issuer Free Writing
Communication” 
means a Free Writing Communication prepared by or on behalf of the Company, used
or referred to by the Company or containing a description 

            of the final terms of
the Securities or of their offering.

     

            “Offering
Circular” means the offering circular relating
to the Securities to be offered and resold by the Purchaser from time to time in
one or more 144A Resales, to be dated as of the 

            Closing Date, and as
amended from time to time following the Closing Date in accordance with this
Agreement.

     

            “144A Resale”
means any offer or sale of the Securities by the Purchaser to a subsequent
purchaser in accordance with Rule 144A under the Securities Act that occurs
during the 144A 

            Resale
Period.

     

            “144A Resale
Period” means the period beginning on the Closing Date and ending on the
date that the Shelf Registration Statement becomes effective under the
Securities Act.

     

            “Rules and
Regulations” means the rules and regulations of the
Commission.

     

            “Securities Act”
means the United States Securities Act of 1933.

     

            “Securities Laws”
means, collectively, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”),
the Securities Act, the Exchange Act, the Rules and Regulations, the auditing
principles, 

            rules, standards and
practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley)
promulgated or approved by the Public Company Accounting Oversight Board and the


            rules of the New York
Stock Exchange (“Exchange
Rules”).

     

            “Shelf Registration
Statement” means the shelf registration statement contemplated by the
Registration Rights Agreement.

     

            Unless otherwise
specified, a reference to a “rule” is to the indicated rule under the Securities
Act.

     

    2.  Representations and
Warranties of the Company.  The Company represents and warrants
to, and agrees with, the Purchaser that:

     

    
      	
               
      

            	
              (a)  Indenture;
      Security Interests.  The Indenture has been duly
      authorized, executed and delivered by the Company; the Securities have
      been duly authorized by the Company; the Supplemental Indenture has been
      duly authorized by the Company, and when the Securities are delivered and
      paid for pursuant to this Agreement on the Closing Date, the Supplemental
      Indenture will have been duly executed and delivered by the Company, such
      Securities will have been duly executed, authenticated, issued and
      delivered, and the Indenture and such Securities will constitute valid and
      legally binding obligations of the Company, enforceable against the
      Company in accordance with their terms, subject to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and similar laws of
      general applicability relating to or affecting creditors’ rights and to
      general equity principles and entitled to the benefits and security
      provided by the Indenture.

            


    

     

    
      	
               
      

            	
              (b)  Registration
      Rights Agreement.  The Registration Rights Agreement has
      been duly authorized by the Company; and, when the Securities are
      delivered and paid for pursuant to this Agreement on the Closing Date, the
      Registration Rights Agreement will have been duly executed and delivered
      and will be the valid and legally binding obligation of the Company,
      enforceable in accordance with its terms, subject to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar
      laws of general applicability relating to or affecting creditors’ rights
      and to general equity principles.

            


    

     

    
      	
               
      

            	
              (c)  Authorization of
      Agreement.  This Agreement has been duly authorized,
      executed and delivered by the
Company.

            


    

     

    
      	
               
      

            	
              (d)  Investment
      Company Act.  The Company is not an open-end investment
      company, unit investment trust or face-amount certificate company that is
      or is required to be registered under Section 8 of the United States
      Investment Company Act of 1940 (the “Investment
      Company Act”); and the Company is not and, after giving effect to
      the offering and sale of the Securities and the application of the
      proceeds thereof will not be an “investment company” as defined in the
      Investment Company Act.

            


    

     

    
      	
               
      

            	
              (e)  Class of
      Securities Not Listed.  No securities of the same class
      (within the meaning of Rule 144A(d)(3)) as the Securities are listed
      on any national securities exchange registered under Section 6 of the
      Exchange Act or quoted in a U.S. automated inter-dealer quotation
      system.

            


    

     

    
      	
               
      

            	
              (f)  No
      Registration.  The offer and sale of the Securities in
      the manner contemplated by this Agreement (assuming the representations
      and warranties in Section 4 of this Agreement are true and correct and the
      Purchaser complies with the offer and sale procedures set forth in this
      Agreement) will be exempt from the registration requirements of the
      Securities Act by reason of Section 4(2) thereof and it is not
      necessary to qualify an indenture in respect of the Securities under the
      United States Trust Indenture Act of 1939, as amended (the “Trust Indenture
      Act”).

            


    

     

    
      	
               
      

            	
              (g)  No General
      Solicitation.  Neither the Company, nor any of its
      affiliates, nor any person acting on its or their behalf (i) has,
      within the six-month period prior to the date hereof, offered or sold in
      the United States or to any U.S. person (as such terms are defined in
      Regulation S under the Securities Act) the Securities or any security
      of the same class or series as the Securities or (ii) has offered or
      will offer or sell the Securities in the United States by means of any
      form of general solicitation or general advertising within the meaning of
      Rule 502(c).  The Company has not and will not enter into
      any contractual arrangement with respect to the distribution of the
      Securities except for this Agreement and the Registration Rights
      Agreement.

            


    

     

    3.  Purchase, Sale and
Delivery of Securities.  On the basis of the representations,
warranties and agreements and subject to the terms and conditions set forth
herein, the Company agrees to sell to the Purchaser, and the Purchaser agrees to
purchase from the Company, the Securities for a total purchase price of
$199,750,000 (the “Purchase
Price”).  The parties hereto agree that the issue price of the
Securities for purposes of Section 1273 of the Code shall be equal to the
Purchase Price.

     

    The Company will deliver against payment of the Purchase
Price, the Securities in the form of one permanent global security in definitive
form without interest coupons (the “Restricted Global
Securities”) deposited with the Trustee as custodian for The Depositary
Trust Company (“DTC”) and
registered in the name of Cede & Co., as nominee for DTC.  The
Restricted Global Securities shall include certain legends regarding
restrictions on transfer to be set forth under a section entitled “Transfer
Restrictions” in the Offering Circular.  Interests in any permanent
global Securities will be held only in book-entry form through DTC, except in
the limited circumstances to be described in the Offering
Circular.

     

    Payment for the Securities shall be made by the Purchaser
in Federal (same day) funds by wire transfer to an account at a bank acceptable
to the Purchaser drawn to the order of the Company at the office of Latham &
Watkins LLP, New York, NY, on the Closing Date (as defined in the Purchase and
Sale Agreement) (the “Closing Date”),
against delivery to the Trustee as custodian for DTC of the Restricted Global
Securities. The Restricted Global Securities will be made available for checking
at the above office of Latham & Watkins at least 24 hours prior to the
Closing Date.

     

    4.  Representations by
Purchaser; Resale by Purchaser.

     

    
      	
               
      

            	
              (a) The
      Purchaser represents and warrants to the Company that it is an “accredited
      investor” within the meaning of Regulation D under the Securities
      Act.  Purchaser acknowledges that the Securities have not been
      registered under the Securities Act and may not be offered or sold except
      pursuant to an effective registration statement under, or an exemption
      from the registration requirements of, the Securities
  Act.

            


    

     

    
      	
               
      

            	
              (b)  The
      Purchaser agrees that it and each of its affiliates will not offer or sell
      the Securities in the United States by means of any form of general
      solicitation or general advertising within the meaning of Rule 502(c),
      including, but not limited to (i) any advertisement, article, notice
      or other communication published in any newspaper, magazine or similar
      media or broadcast over television or radio, or (ii) any seminar or
      meeting whose attendees have been invited by any general solicitation or
      general advertising. The Purchaser agrees, with respect to resales made in
      reliance on Rule 144A of any of the Securities, to deliver either with the
      confirmation of such resale or otherwise prior to settlement of such
      resale a notice to the effect that the resale of such Securities has been
      made in reliance upon the exemption from the registration requirements of
      the Securities Act provided by Rule
144A.

            


    

     

    5.  Certain Agreements of
the Company.  The Company agrees with the Purchaser
that:

     

    
      	
               
      

            	
              (a)  Amendments and
      Supplements to Offering Circulars.  The Company will
      promptly advise the Purchaser of any proposal to amend or supplement the
      Offering Circular and will not effect such amendment or supplementation
      without the Purchaser’s consent, not to be unreasonably withheld. If, at
      any time during the 144A Resale Period, there occurs an event or
      development as a result of which any document included in the Offering
      Circular or the General Disclosure Package, if republished immediately
      following such event or development, included or would include an untrue
      statement of a material fact or would omit to state any material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading, the Company
      promptly will notify the Purchaser of such event and promptly will prepare
      and furnish, at its own expense, to the Purchaser and any underwriter at
      the request of the Purchaser, an amendment or supplement which will
      correct such statement or omission.  The Offering Circular will
      incorporate by reference, the Company’s  Exchange Act Reports
      for the year as well as future Exchange Act Reports, such that the Company
      may, to the extent possible, amend or supplement the Offering Circular by
      filing one or more Exchange Act Reports, which filings shall not require
      Purchaser’s consent.

            


    

     

    
      	
               
      

            	
              (b)  Furnishing of
      Offering Circulars.  The Company will prepare at its
      expense an Offering Circular, and deliver the same to the Purchaser
      on  the Closing Date.  Prior to delivery of the
      Offering Circular in accordance with this Agreement, the Company shall
      furnish a draft copy thereof to the Purchaser, and shall use its
      reasonable best efforts to reflect in the Offering Circular such comments
      as the Purchaser or its counsel reasonably may propose in
      writing.  The Company will furnish to the Purchaser copies of
      the Offering Circular, each other document comprising a part of the
      General Disclosure Package and all amendments and supplements to such
      documents, in each case as soon as available and in such quantities as the
      Purchaser reasonably requests.  At any time when the Company is
      not subject to Section 13 or 15(d), the Company will promptly furnish or
      cause to be furnished to the Purchaser and, upon request of holders and
      prospective purchasers of the Securities, to such holders and purchasers,
      copies of the information required to be delivered to holders and
      prospective purchasers of the Securities pursuant to Rule 144A(d)(4)
      (or any successor provision thereto) in order to permit compliance with
      Rule 144A in connection with resales by such holders of the
      Securities. The Company will pay the expenses of printing and distributing
      to the Purchaser all such
documents.

            


    

     

    
      	
               
      

            	
              (c)  Blue Sky
      Qualifications.  The Company will arrange for the
      qualification of the Securities for sale and the determination of their
      eligibility for investment under
      the laws of such jurisdictions in the United States as the Purchaser
      designates and will continue such qualifications in effect so long as
      required for the resale of the Securities by the Purchaser during the 144A
      Resale Period, provided that the Company will not be required to qualify
      as a foreign corporation or to file a general consent to service of
      process in any such state.

            


    

     

    
      	
               
      

            	
              (d)  Reporting
      Requirements.  For so long as the Purchaser holds any
      Securities, the Company will furnish to the Purchaser, as soon as
      available each report of the Company filed with the Commission under the
      Exchange Act. However, so long as the Company is subject to the reporting
      requirements of either Section 13 or Section 15(d) of the Exchange Act and
      is timely filing reports with the Commission on its Electronic Data
      Gathering, Analysis and Retrieval system (“EDGAR”),
      it is not required to furnish such reports or statements to the
      Purchaser.

            


    

     

    
      	 	
              (e)  Transfer
      Restrictions.  During the period of two years after the
      Closing Date, the Company will, upon request, furnish to the Purchaser and
      any holder of Securities a copy of the restrictions on transfer applicable
      to the Securities.

            


    

     

    
      	
               
      

            	
              (f)  No Resales by
      Affiliates.  During the period of two years after the
      Closing Date, the Company will not, and will not permit any of its
      affiliates (as defined in Rule 144, other than the Purchaser) to,
      resell any of the Securities that have been reacquired by any of
      them.

            


    

     

    
      	
               
      

            	
              (g)  Investment
      Company.  During the period of two years after the
      Closing Date, the Company will not be or become, an open-end investment
      company, unit investment trust or face-amount certificate company that is
      or is required to be registered under Section 8 of the Investment Company
      Act.

            


    

     

    
      	
               
      

            	
              (h)  Payment of
      Expenses.  The Company will pay all expenses incidental
      to the performance of its obligations under this Agreement, the Indenture
      and the Registration Rights Agreement, including but not limited to (i)
      the fees and expenses of the Trustee and its professional advisers, (ii)
      all expenses in connection with the execution, issue, authentication,
      packaging and initial delivery of the Securities, the preparation and
      printing of the Securities, the Indenture, the Offering Circular, any
      other documents comprising any part of the General Disclosure Package, all
      amendments and supplements thereto, and any other document relating to the
      issuance, offer, sale and delivery of the Securities provided, however,
      the Company is not obligated to pay for or reimburse the Purchaser for its
      costs and expenses associated with the preparation and negotiation of this
      Agreement and the Registration Rights Agreement, and (iii) the reasonable
      fees and disbursements of one counsel to the Purchaser incurred in
      connection with 144A Resales.  The Company will also pay the
      costs and expenses of the Company and its officers and employees for its
      reasonable costs and expenses, in each case, relating to investor
      presentations on any “road show” in connection with the offering and sale
      of the Securities including, without limitation, any travel expenses of
      the Company’s officers and employees and any other expenses of the
      Company.

            


    

     

    
      	
               
      

            	
              (j)
      Restriction on
      Sale of Securities.  For a period of 5 consecutive
      business days following the Closing Date, and for a period of 5
      consecutive business days following the Purchaser’s request to conduct an
      Underwritten Offering as set forth in Section 5(l), neither the Company
      nor any of its subsidiaries will, directly or indirectly, take any of the
      following actions with respect to any United States dollar-denominated
      debt securities issued or guaranteed by the Company or such subsidiary and
      having a maturity of more than one year from the date of issue or any
      securities convertible into or exchangeable or exercisable for any such
      securities (“Lock-Up
      Securities”):  (i) offer, sell, issue, contract to
      sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer,
      sell, issue, contract to sell, contract to purchase or grant any option,
      right or warrant to purchase Lock-Up Securities, (iii) establish or
      increase a put equivalent position or liquidate or decrease a call
      equivalent position in Lock-Up Securities within the meaning of Section 16
      of the Exchange Act or (iv) file with the Commission a registration
      statement under the Securities Act, other than registration statements
      contemplated by the Registration Rights Agreement, relating to Lock-Up
      Securities or publicly disclose the intention to take any such action, in
      each case, without the prior written consent of the
    Purchaser.

            


    

     

    
      	
               
      

            	
              (k)
      Form D
      Filing.  In connection with the sale of the Securities to
      the Purchaser, the Company will file the notice on Form D required by
      Rule 503 within the time required by such Rule and otherwise in
      compliance with such Rule. A copy of such notice shall be furnished
      promptly to the Purchaser.

            


    

     

    
      	
               
      

            	
              (l) 144A Resale
      Cooperation; Underwritten 144A Resales.  During the 144A
      Resale Period, the Company also agrees upon request of the Purchaser in
      connection with a proposed 144A Resale of in excess of $25 million
      aggregate principal amount of Securities (or if the Purchaser holds less
      than $25 million aggregate principal amount of Securities, such lesser
      amount), but in no case more frequently than once every 21 days and in no
      case on more than three occasions, to (i) promptly provide marketing
      materials as may be requested by the Purchaser, (ii) promptly, but in any
      case not later than 4 business days following a request by the Purchaser,
      provide for the delivery of officers’ certificates, “10b-5” confirmation
      and other legal opinions from outside counsel (limited in 144A Resales
      that do not constitute an Underwritten Offering to paragraphs 11, 13 and
      15 on Annex I hereto) and accountant’s “comfort” letters as may be
      requested by the Purchaser consistent with those to be delivered pursuant
      to Section 7 of this Agreement (provided that the Company shall only be
      required to provide bringdown “10b-5” confirmation and legal opinions from
      outside counsel and accountant’s “comfort” letters from the most recent
      date of such items previously provided by the Company to the Purchaser)
      and (iii) promptly cooperate with any other reasonable requests of the
      Purchaser, including facilitating customary underwriter diligence by the
      Purchaser  (including, without limitation, business, legal,
      financial, environmental, tax and accounting diligence) and responding to
      customary due diligence requests, allowing the Purchaser to conduct one or
      more due diligence calls with the Company and using reasonable best
      efforts to make management of the Company’s parent available; provided,
      however, Purchaser shall keep confidential any information provided or
      made available to it or its underwriters by or on behalf of the Company
      which is not otherwise publicly available.  The Company also
      agrees that the Purchaser may, on up to two additional occasions, conduct
      additional 144A Resales through Credit Suisse or another underwriter of
      the Purchaser’s choice and reasonably satisfactory to the Company (each an
      “Underwritten
      Offering”).  In the event that the Purchaser undertakes
      an Underwritten Offering but is unable to consummate such offering for any
      reason, such offering will not constitute an Underwritten Offering for
      purposes of the preceding sentence so long as Purchaser reimburses the
      Company for all costs and expenses incurred by the Company in connection
      with the Underwritten Offering which was not consummated; provided,
      however, each subsequent Underwritten Offering which is not consummated
      will constitute an Underwritten Offering for purposes of the preceding
      sentence.  In connection with any Underwritten Offering, the
      Company agrees to enter into a customary underwriting agreement with the
      Purchaser and such underwriter, substantially consistent with and no less
      favorable to the Purchaser than this Agreement and not more onerous on the
      Company than this Agreement, to participate in roadshow presentations as
      may be reasonably requested by the Purchaser or the underwriter and to
      cooperate with and provide materials to such underwriter as set forth in
      this Section 5(l) to the same extent it is required to cooperate and
      provide materials to the Purchaser.  Notwithstanding the
      foregoing, during any calendar year, the Company shall be entitled to
      suspend 144A Resales by the Purchaser (whether or not pursuant to an
      Underwritten Offering) for a reasonable period of time, but not in excess
      of 45 days in the aggregate and of which no more than 30 days may be
      consecutive, if the Company notifies the Purchaser, within the latter of
      five business days in advance (or if impracticable, as soon as practicable
      in advance) of such suspension that, in the opinion of its counsel, the
      Company would be required to disclose in the Offering Circular information
      not otherwise then required by law to be publicly disclosed and, in the
      good faith judgment of management of the Company, such disclosure is
      reasonably likely to adversely affect any material business transaction or
      negotiation in which the Company is then
  engaged.

            


    

     

         6.  Free Writing
Communications.

     

    (a)  Issuer Free Writing
Communications.  The Company represents and agrees that, unless
it obtains the prior consent of the Purchaser, and the Purchaser represents and
agrees that, unless it obtains the prior consent of the Company, it has not made
and will not make any offer relating to the Securities that would constitute an
Issuer Free Writing Communication.

     

    (b)  Term
Sheets.  The Company consents to the use by the Purchaser of a
Free Writing Communication that (i) contains only  information describing
the terms of the Securities or their offering, including by means of a pricing
term sheet, or (ii) does not contain any material information about the
Company or its securities, it being understood and agreed that the Company shall
not be responsible to the Purchaser for liability arising from any inaccuracy in
such Free Writing Communications referred to in clause (i) or (ii) as compared
with the information in the Offering Circular or the General Disclosure
Package.

     

    7.  Conditions of the
Obligation of the Purchaser and the Company.  The obligation of
the Purchaser to purchase and pay for the Securities will be subject to the
accuracy of the representations and warranties of the Company herein (as though
made on the Closing Date), to the accuracy of the statements of officers of the
Company made pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder in all material respects and to the
following additional conditions precedent (and the obligation of the Company to
issue and sell the Securities to the Purchaser will be subject to the condition
set forth in Section 7(c) only):

     

    
      	
               
      

            	
              (a)  No Material
      Adverse Change to Dynegy Business.  Subsequent to the
      execution and delivery of this Agreement, there shall not have occurred
      any material adverse change, or any development or event involving a
      prospective material adverse change, in the condition (financial or
      otherwise), results of operations, business, or properties of the Company
      and its subsidiaries taken as a
whole.

            


    

     

    
      	
               
      

            	
              (b) Officers’
      Certificate.  The Purchaser shall have received a
      certificate dated the Closing Date, of an executive officer of the Company
      and a principal financial or accounting officer of the Company in which
      such officers shall state that the representations and warranties of the
      Company in this Agreement and in Annex II (to the extent indicated in
      Annex II) are true and correct, that the Company complied in all material
      respects with all agreements and satisfied all conditions on its part to
      be performed or satisfied hereunder at or prior to the Closing Date, and
      that, subsequent to the date of this Agreement there has been no material
      adverse change, nor any development or event involving a prospective
      material adverse change, in the condition (financial or otherwise),
      results of operations, business or properties of the Company and its
      subsidiaries taken as a whole.

            


    

     

    
      	
               
      

            	
              (c)  Purchase and
      Sale Agreement Cross-Condition.  On or prior to the
      Closing Date, all of the conditions precedent to all parties to the
      Purchase and Sale Agreement to effect the transactions contemplated
      by  the Purchase and Sale Agreement shall have been satisfied or
      waived by the parties and the Transactions shall have been consummated
      simultaneous with the issuance and sale of the Securities to the
      Purchaser.

            


    

     

    
      	
               
      

            	
              (d)  Each
      of the Indenture and the Registration Rights Agreement shall have been
      duly authorized, executed and
delivered.

            


    

     

    
      	
               
      

            	
              (e)  The
      Securities shall have been duly authorized, executed, authenticated,
      issued and delivered.

            


    

     

    
      	
               
      

            	
              (f)  Offering
      Circular.  The Company shall have delivered the Offering
      Circular to Purchaser.

            


    

     

             (g)  Accountants’ Comfort
Letter.  The Purchaser shall have received letters, dated the
Closing Date, on the Offering Circular, of each of Ernst & Young LLP and
PricewaterhouseCoopers 

            LLP, confirming
that they are a registered public accounting firm and independent public
accountants within the meaning of the Securities Laws and in form and substance
satisfactory to the 

            Purchaser.

     

            (h)  Opinion of Counsel for
Company.  The Purchaser shall have received an opinion, dated
the Closing Date, of Akin Gump Strauss Hauer & Feld LLP, counsel for the
Company, the form of 

            which is attached
hereto as Annex I.

     

    The
Purchaser may in its sole discretion waive compliance with any conditions to the
obligations of the Purchaser hereunder.

     

    8.  Indemnification and
Contribution.  (a)  Indemnification of
Purchaser.  The Company will indemnify and hold harmless the
Purchaser, its officers, employees, agents, partners, members, directors and its
affiliates (other than the Company) and each person, if any, who controls such
Purchaser within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act (each, an “Indemnified
Party”), against any and all losses, claims, damages or liabilities,
joint or several, to which such Indemnified Party may become subject, under the
Securities Act, the Exchange Act, other Federal or state statutory law or
regulation or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Offering Circular, in each case as amended or supplemented, or any Issuer Free
Writing Communication, or arise out of or are based upon the omission or alleged
omission of a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading and
will reimburse each Indemnified Party for any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating, preparing
or defending against any loss, claim, damage, liability, action, litigation,
investigation or proceeding whatsoever (whether or not such Indemnified Party is
a party thereto) whether threatened or commenced and in connection with the
enforcement of this provision with respect to any of the above as such expenses
are incurred; provided, however, that the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Company by the Purchaser
specifically for use therein.

     

            (b)  Indemnification of
Company.  The Purchaser will indemnify and hold harmless the
Company and its directors and officers and its affiliates (other than the
Purchaser) and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act
(each, a “Purchaser Indemnified
Party”), against any losses, claims, damages or liabilities, joint or
several, to which such Purchaser Indemnified Party may become subject, under the
Securities Act, the Exchange Act, other Federal or state statutory law or
regulation or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Offering Circular, in each case as amended or supplemented, or any Issuer Free
Writing Communication or
arise out of or are based upon the omission or the alleged omission of a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by the Purchaser
specifically for use therein, and will reimburse each Purchaser Indemnified
Party for any legal or other expenses reasonably incurred by such Purchaser
Indemnified Party in connection with investigating, preparing or defending
against any such loss, claim, damage, liability, action, litigation,
investigation or proceeding whatsoever (whether or not such Purchaser
Indemnified Party is a party thereto) whether threatened or commenced based upon
any such untrue statement or omission, or any such alleged untrue statement or
omission and in connection with the enforcement of this provision with respect
to any of the above as such expenses are incurred, provided, however, that the
Purchaser shall not be liable for any losses, claims, damages or liabilities
arising out of or based upon the Company’s failure to perform its obligations
under Section 5(a) of this Agreement.

     

            (c)  Actions against
Parties; Notification.  Promptly after receipt by an
indemnified party under this Section of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under subsection (a) or (b) above, notify the
indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not relieve it 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 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 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.  It is understood and agreed that the
indemnifying party 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.  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 includes (i) 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 failure to act by or on behalf of any indemnified
party.

     

            (d)  Contribution.  If
the indemnification provided for in this Section is unavailable or insufficient
to hold harmless an indemnified party under subsection (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
referred to in subsection (a) or (b) above (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Purchaser on the other from the offering of the Securities or
(ii) if the allocation provided by clause (i) above 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 Company on the one hand and the Purchaser on the other in connection with
the statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the Purchaser on the other
shall be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company bear to any profit
in excess of the purchase price paid to the Company for the Securities received
by the Purchaser from 144A Resales of the Securities. The relative fault 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 or the Purchaser
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue 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 the
provisions of this subsection (d), the Purchaser shall not be required to
contribute any amount in excess of the amount by which the total price at which
the Securities purchased by it were resold exceeds the amount of any damages
which the Purchaser has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.  The
Company  and the Purchaser agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in this Section
8(d).

     

    9.  Survival of Certain
Representations and Obligations.  The respective indemnities,
agreements, representations, warranties and other statements of the Company or
its officers and of the Purchaser set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation,
or statement as to the results thereof, made by or on behalf of the Purchaser,
the Company or any of their respective representatives, officers or directors or
any controlling person, and will survive delivery of and payment for the
Securities. If for any reason the purchase of the Securities by the Purchaser is
not consummated, the Company shall remain responsible for the expenses to be
paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Company and the Purchaser pursuant to Section 8 shall
remain in effect.

     

            10.  Notices.  All
communications hereunder will be in writing and, if sent to the Purchaser will
be mailed, delivered or telegraphed and confirmed to the Purchaser at Adio Bond
LLC, Two Tower Center, 11th Floor, East Brunswick, NJ  08816,
Attention:  Corporate Counsel, Telecopy:  (732) 249-7290
with copies (which shall not constitute notice) to: Latham & Watkins LLP,
885 Third Avenue, New York, NY, Fax:  (212) 751-4864,
Attention:  Marc Jaffe and Wesley Holmes, or, if sent to the Company,
will be mailed, delivered or telegraphed and confirmed to it: Dynegy Holdings
Inc., 1000 Louisiana, Suite 5800, Houston, Texas 77002, Attention:
General Counsel, Fax Number: (713) 356-2185 with copies (which shall not
constitute notice) to: Akin Gump Strauss Hauer & Feld LLP, 1111 Louisiana
St., 44th Floor, Houston Texas 77002, Fax: (713) 236-0822,
Attention:  Michael E. Dillard, P.C.

     

    11.  Successors.  This
Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective successors and the controlling persons referred to in
Section 8, and no other person will have any right or obligation hereunder,
except that holders of Securities shall be entitled to enforce the agreements
for their benefit contained in the fifth and sixth sentences of
Section 5(b) hereof against the Company as if such holders were parties
thereto.

     

    12. Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same Agreement.

     

    13. Applicable
Law. This
Agreement shall be governed by, and construed in accordance with, the Laws of
the State of Delaware.  All actions arising out of or relating to this
Agreement shall be heard and determined in any state or federal court sitting in
Delaware, and the parties hereby irrevocably submit to the exclusive
jurisdiction of such courts in any such action and irrevocably waive the defense
of an inconvenient forum to the maintenance of any such action.  Each
party irrevocably consents to the service of any and all process in any such
action by the mailing of copies of such process to such party at its address
specified in this Agreement.  The parties agree that a final judgment
in any such action shall be conclusive and may be enforced in any other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Section 13 shall affect the right of any party
to serve legal process in any other manner permitted by law.  The
consents to jurisdiction set forth in this Section 13 shall not constitute
general consents to service of process in the State of Delaware and shall have
no effect for any purpose except as provided in this Section 13 and shall not be
deemed to confer rights on any person other than the parties.  EACH
PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL
RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED
UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

     


    
      
        
           

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        EXHIBIT
10.3

      

    


     

    If the foregoing is in accordance with the Purchaser’s
understanding of our agreement, kindly sign and return to us one of the
counterparts hereof, whereupon it will become a binding agreement between the
Company and the Purchaser in accordance with its
terms.

     

    Very truly yours,

     

    DYNEGY HOLDINGS INC.

     

     

    By:../s/ Lynn A. Lednicky

        Name: Lynn A.
Vice-President

        Title: Executive
Vice-President

     

    The
foregoing Purchase Agreement

         is
hereby confirmed and accepted

         as
of the date first above written.

     

     

     

    ADIO
BOND, LLC

     

     

    
      	
               
      

            	
              By:
      /s/ Frank Hardenbergh

            


    

    Name: Frank Hardenbergh

    Title: Executive Vice-President

     

     


    
      
        
           

           

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        EXHIBIT
10.3

      

    


    EXHIBIT
A

     

    SECURITIES
TERM SHEET

     

    
      	
              Issuer:

            	 
      	
              Dynegy
      Holdings Inc.

            
	
              Security
      Description:

            	 
      	
              Senior
      Notes

            
	
              Face:

            	 
      	
              $235,000,000

            
	
              Coupon:

            	 
      	
              7.500%

            
	
              Maturity:

            	 
      	
              June
      1, 2015

            
	
              Optional
      redemption:

            	 
      	
              None

            
	
              Terms/Covenants:

            	 
      	
              Identical
      to existing 2015 Notes, except for the special mandatory redemption
      provision set forth below.

            
	
              Special
      Redemption:

            	 
      	
              At
      the end of the first accrual period ending after the fifth anniversary of
      the Securities’ issuance (the “AHYDO redemption date”), the
      Company will redeem for cash a portion of each Security equal to the
      “Mandatory Principal Redemption Amount” (such redemption, a
      “Mandatory Principal Redemption”). The redemption price for the portion of
      each Security redeemed pursuant to a Mandatory Principal Redemption will
      be 100% of the principal amount of such portion plus any accrued interest
      thereon on the date of redemption. The “Mandatory Principal
      Redemption Amount” will equal the portion of a Security required to
      be redeemed to prevent such Security from being treated as an “applicable
      high yield discount obligation” within the meaning of
      Section 163(i)(1) of the Internal Revenue Code of 1986, as amended
      (the “Code”), provided in no event will such amount be less than the
      excess, if any of, (a) the aggregate amount of accrued and unpaid
      interest (including original issue discount) on the Security over
      (b) an amount equal to the product of the issue price of such
      Security (as defined in Sections 1273(b) and 1274(a) of the Code) and
      the yield to maturity of such Security, as such term is defined in
      applicable regulations of the U.S. Department of the Treasury. No
      partial redemption or repurchase of the Securities prior to the AHYDO
      redemption date pursuant to any other provision of the Indenture will
      alter the Company’s obligation to make the Mandatory Principal
      Redemption with respect to any Securities that remain outstanding on the
      AHYDO redemption date.

               

            


    

     


    
      
        
           

           

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        EXHIBIT
10.3

      

    


    EXHIBIT
B

     

    FORM
OF REGISTRATION RIGHTS AGREEMENT

     

    
      $235,000,000
Principal Amount

       

      DYNEGY
HOLDINGS INC.

       

      7.5%
Senior Unsecured Notes due 2015

       

      REGISTRATION
RIGHTS AGREEMENT

       

      [______________],
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 [__], 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”.

       

      (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.

       

      (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.

       

      (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.

       

      (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.

       

      (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.

       

      (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.

       

      (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.

       

      (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.

       

      (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.

       

      (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.

       

      (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.

       

      (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.

       

      (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.

       

      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

      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.

       

      (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.

       


      
        
          
             

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          EXHIBIT
10.3

        

      


       

       

      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:             

       

       


      
        
          
             

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          EXHIBIT
10.3

        

      


      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.”

       


      
        
          
             

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          EXHIBIT
10.3

        

      


      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.”

       


      
        
          
             

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          EXHIBIT
10.3

        

      


      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.



      
        
          
             

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          EXHIBIT
10.3

        

      


      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.

       


      
        
          
             

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          EXHIBIT
10.3

        

      



    ANNEX
I

     

    
      	
              1.  

            	
              The
      Company is validly existing as a corporation in good standing under the
      laws of the State of Delaware, has the corporate power and authority under
      the General Corporation Law of the State of Delaware and its certificate
      of incorporation and bylaws to own its properties and conduct its business
      as described in the Offering
Circular.

            


    

     

    
      	
              2.  

            	
              Each
      subsidiary of the Company listed on Exhibit 21.1 to the Company’s Annual
      Report on Form 10-K most recently filed with the Commission is validly
      existing as an entity in good standing under the laws of the jurisdiction
      of its formation.

            


    

     

    
      	
              3.  

            	
              The Company has the corporate power and authority to
      enter into the underwriting agreement.1

            


    

     

    
      	
              4.  

            	
              The
      Securities constitute valid and binding obligations of the Company
      entitled to the benefits of the Indenture and enforceable against the
      Company in accordance with their terms. The Securities conform in all
      material respects to the description thereof in the Offering
      Circular.

            


    

     

    
      	
              5.  

            	
              The
      Indenture is a valid and binding obligation of the Company, enforceable
      against the Company in accordance with its terms. The Indenture conforms
      in all material respects to the description thereof in the Offering
      Circular.

            


    

     

    
      	
              6.  

            	
              No approval or authorization under the Federal Power
      Act, as amended, is required for the execution and delivery by the Company
      of the underwriting agreement and the performance by the Company of its
      obligations thereunder.1

            


    

     

    
      	
              7.  

            	
              No
      authorization or approval or other action by, and no notice to or filing
      with, any governmental authority or regulatory body (each, a “Filing”) is
      required under any laws for  1[the
      due execution and delivery of the underwriting agreement by the Company
      and the performance by the Company of its obligations thereunder and]
      under the Indenture and the Securities, subject to the assumptions set
      forth in paragraph 14 and except (i) routine Filings necessary in
      connection with the conduct of the Company’s business, including routine
      Filings required to be made under the Exchange Act, (ii) such other
      Filings as have been obtained or made, (iii) Filings required under
      Federal and state securities laws 1[as
      provided in the underwriting agreement] and (iv) Filings required to
      maintain corporate and similar standing and
  existence.

            


    

     

    
      	
              8.  

            	
              The
       1[execution
      and delivery of the underwriting agreement by the Company does not, and
      the] performance by the Company of its obligations 1[thereunder
      and] under the Indenture and the Securities will not, result in any
      violation of any order, writ, judgment or decree known to
    us.

            


    

     

    
      	
              9.  

            	
              The
       1[execution
      and delivery of the underwriting agreement by the Company do not, and the]
      performance by the Company of its obligations 1[thereunder
      and] under the Indenture and the Securities will not, (i) violate the
      certificate of incorporation or bylaws of the Company, (ii) breach or
      result in a default of any currently existing agreement or listed as an
      exhibit to the Exchange Act Reports or (iii) violate any included law
      (Delaware General Corporation law and NY law and federal
    law).

            


    

     

    
      	
              10.  

            	
              [(i) The execution and delivery of the
      underwriting agreement by the Company, and the performance by the Company
      of its obligations under the underwriting agreement, have been duly
      authorized by all necessary corporate action on the part of the Company
      and (ii) the underwriting agreement has been duly executed and
      delivered by the Company.]1

            


    

     

    
      	
              11.  

            	
              The
      statements contained in the Offering Circular under the captions
      (i) “Description of Securities,” insofar as such statements purport
      to constitute a summary of the terms of the Indenture and the Securities,
      (ii) “Description of Certain Indebtedness and Related Matters” and
      “Plan of Distribution,” insofar as such statements purport to constitute a
      summary of the documents referred to therein, and (iii) “Material
      U.S. Federal Income Tax Considerations,” insofar as such statements
      purport to constitute a summary of the United States federal tax laws
      referred to therein, in each case, are accurate and fairly summarize in
      all material respects the matters referred to
  therein.

            


    

     

    
      	
              12.  

            	
              The
      Company is not required to register as an “investment company,” as such
      term is defined in the Investment Company Act of 1940, as
      amended.

            


    

     

    
      	
              13.  

            	
              The
      Indenture conforms in all material respects to the requirements of the
      Trust Indenture Act, and the rules and regulations of the Commission
      applicable to an indenture which is qualified
  thereunder.

            


    

     

    
      	
              14.  

            	
              Assuming without independent investigation, (i) the
      accuracy of the representations and warranties of the Company set forth in
      the underwriting agreement and in those certain certificates delivered on
      the date hereof (A) that the Securities were sold to the Purchaser in
      accordance with the terms of and in a manner contemplated by the Agreement
      and (B) that the Securities are sold to the underwriters, and initially
      resold by the underwriters, in accordance with the terms of and in the
      manner contemplated by, the underwriting agreement and the Offering
      Circular; (ii) the accuracy of the representations and warranties of
      the Company set forth in the Agreement (other than as set forth in Section
      2(f) thereof) and underwriting agreement (other than as set forth in
      Section [insert reference to “no registration” representation in
      underwriting agreement] and in those certain certificates delivered on the
      date hereof; (iii) the accuracy of the representations and warranties
      of (A) the Purchaser in the Agreement and (B) the underwriters set forth
      in the underwriting agreement; (iv) the due performance and
      compliance by the Company and the underwriters of their respective
      covenants and agreements set forth in the underwriting agreement; and
      (v) the underwriters’ compliance with the Offering Circular and the
      transfer procedures and restrictions described therein, it was and is not
      necessary to register the Securities under the Securities Act or to
      qualify an indenture in respect thereof under the Trust Indenture Act in
      connection with the issuance and sale of the Securities by the Company to
      the Purchaser, the sale by the Purchaser to the underwriters or in
      connection with the offer, resale and delivery of the Securities by the
      underwriters in the manner contemplated by the underwriting agreement and
      the Offering Circular, it being expressly understood that we express no
      opinion in this paragraph 14 or paragraph 7 as to any subsequent offer or
      resale of any of the Securities.1

            


    

     

    
      	
              15.  

            	
              Because
      the primary purpose of our professional engagement was not to establish or
      confirm factual matters or financial, accounting or statistical
      information, and because many determinations involved in the preparation
      of the disclosure package and the Offering Circular are of a wholly or
      partially non-legal character, other than in paragraph 11 and the last
      sentence of paragraph 4 and paragraph 5, we are not passing upon and do
      not assume any responsibility for the accuracy, completeness or fairness
      of the statements contained in the disclosure package and the Offering
      Circular, and we make no representation that we have independently
      verified the accuracy, completeness or fairness of such
      statements.

            


    

     

    However,
in the course of our acting as counsel to the Company in connection with the
preparation of the disclosure package and the Offering Circular, we have
reviewed the disclosure package and the Offering Circular and have participated
in conferences and telephone conversations with representatives of the Company,
[representatives of the underwriters’]1 and
Purchaser’s counsel, representatives of the independent public accountants for
the Company and representatives of [the underwriters and]1 the
Purchaser, during which conferences and conversations the contents of the
disclosure package and the Offering Circular and related matters were
discussed.

     

    Based
on our participation in such conferences and conversations, our review of
the  documents described above, our understanding of the U.S. federal
securities laws and the experience we have gained in our practice thereunder, we
advise you that we have no reason to believe that the Offering Circular, as of
the Applicable Time or as of the closing date, contained any untrue statement of
a material fact or omitted to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; it being understood that we express no opinion as to the
financial statements, financial schedules or other financial and accounting data
contained or incorporated by reference in the Offering Circular.

     

     

    

      

    

      
      1 To be
given only in an Underwritten Offering

       

    


    ANNEX
II

     

    
      	
              1.  

            	
              [At
      the Applicable Time and]2 as of the Closing Date neither
      (i) the Offering Circular, nor (ii) any individual supplemental
      marketing material, when considered together with the Offering Circular,
      included any untrue statement of a material fact or omitted to state any
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading. The
      preceding sentence does not apply to statements in or omissions from the
      Offering Circular or any supplemental marketing material based upon
      written information relating to the Purchaser furnished to the Company by
      the Purchaser specifically for use therein. As of the Applicable Time, the
      Company’s Exchange Act Reports which have been or subsequently are deemed
      to be incorporated by reference in the Offering Circular do not 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. Such documents,
      when they were filed with the Commission, conformed in all material
      respects to the requirements of the Exchange Act and the rules and
      regulations of the Commission
thereunder.

            


    

     

    
      	
              2.  

            	
              No
      order or decree preventing the use of the Offering Circular or any order
      asserting that the transactions contemplated by this Agreement [or by the
      144A Resale]2
      are subject to the registration requirements of the Securities Act, has
      been issued and no proceeding for that purpose has commenced or is pending
      or, to the knowledge of the Company, is
  contemplated.

            


    

     

    
      	
              3.  

            	
              Each
      of the Company and its subsidiaries has been duly incorporated or formed
      and is an existing corporation, limited liability company, limited
      partnership or general partnership in good standing under the laws of its
      state of organization, with power and authority (corporate and other) to
      own its properties and conduct its business as described in the Offering
      Circular; and each of the Company and its subsidiaries is duly qualified
      to do business as a foreign corporation, limited liability company,
      limited partnership or general partnership in good standing in all other
      jurisdictions in which its ownership or lease of property or the conduct
      of its business requires such qualification, except to the extent the
      failure to so qualify or be in good standing could not reasonably be
      expected to have a material adverse effect on the condition (financial or
      other), business, properties, results of operations or, to the knowledge
      of the Company, prospects of the Company and its subsidiaries, taken as a
      whole (a “Material
      Adverse Effect”).

            


    

     

    
      	
              4.  

            	
              Neither
      the Company nor any of its subsidiaries is (i) in default in the
      performance of any obligation, agreement, covenant or condition contained
      in any indenture, loan agreement, mortgage, lease or other agreement or
      instrument to which the Company or its subsidiaries is a party or by which
      the Company or any of its subsidiaries or their respective property is
      bound, or (ii) in violation of its respective charter or bylaws,
      operating agreement or other organizational document that governs the
      existence or administration of such entity, in the case of clause (i),
      except as could not reasonably be expected to have a Material Adverse
      Effect.

            


    

     

    
      	
              5.  

            	
              [As
      of the Applicable Time and]2 as
      of the Closing Date, subject to changes in the ordinary course of business
      or as contemplated by the Offering Circular, (i) the Company has the
      capitalization set forth in the Offering Circular, under the heading
      “Capitalization”; (ii) all of the issued shares of capital stock of
      the Company and its subsidiaries have been duly and validly authorized and
      issued and are fully paid and non-assessable; and (iii) the capital
      stock of each subsidiary owned by the Company, directly or through
      subsidiaries, is owned free from liens, encumbrances and material defects,
      other than those described in the Exchange Act
  Reports.

            


    

     

    
      	
              6.  

            	
              [As
      of the Applicable Time, the Securities conform to the description thereof
      contained in the Offering Circular, and]2 on
      the closing date the Securities will conform to the description thereof
      contained in the Offering Circular.

            


    

     

    
      	
              7.  

            	
              [Assuming
      the accuracy of subsequent purchaser’s representations and warranties made
      to, and the subsequent purchaser’s compliance with the agreements made
      with, the Purchaser in connection with the 144A Resale and compliance with
      the limitations and restrictions contained under the heading “Transfer
      Restrictions” in the Offering Circular, no qualification of the Indenture
      under the Trust Indenture Act is required in connection with the offer and
      sale of the Securities contemplated by the 144A Resale;]2
      and the Indenture conforms in all material respects to the requirements of
      the Trust Indenture Act, and the rules and regulations of the Commission
      applicable to an indenture which is qualified thereunder.  [As
      of the Applicable Time, the Indenture conforms to the description thereof
      in the Circular,]2
      and on the closing date the Indenture will conform to the description
      thereof in the Offering Circular.

            


    

     

    
      	
              8.  

            	
              Except
      as disclosed in Offering Circular, there are no contracts, agreements or
      understandings between the Company and any person that would give rise to
      a valid claim against the Company or the Purchaser [or any subsequent
      purchaser]2
      for a brokerage commission, finder’s fee or other like
      payment.

            


    

     

    
      	
              9.  

            	
              No
      consent, approval, authorization, or order of, or filing with, any
      governmental agency or body or any court was required in connection with
      the issuance and sale of the Securities to the Purchaser [or is required
      by the Purchaser and the 144A Resales by the Purchaser]2,
      except for (i) such as may be required under foreign or state securities
      laws, blue sky laws and related regulations, (ii) those that have
      been obtained or made on or prior to the Closing Date [or Applicable
      Time]2,
      (iii) those that could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect and would not
      materially adversely affect the ability of the Company to perform its
      obligations under the Agreement and (iv) those disclosed in the
      Offering Circular.

            


    

     

    
      	
              10.  

            	
              The
      sale of the Securities to the Purchaser did not result in a breach or
      violation of any of the terms and provisions of, or constitute a default
      under (i) any statute, any rule, regulation or order of any
      governmental agency or body or any court, domestic or foreign, having
      jurisdiction over the Company or any of its subsidiaries or any of their
      properties, (ii) any agreement or instrument to which the Company or
      any of its subsidiaries is a party or by which the Company or any of its
      subsidiaries is bound or to which any of the properties of the Company or
      any of its subsidiaries is subject, or (iii) the charter or bylaws of
      the Company or any of its subsidiaries, except in the case of (i) and
      (ii), for such breaches, violations or defaults as could not reasonably be
      expected to have a Material Adverse
Effect.

            


    

     

    
      	
              11.  

            	
              Except
      as disclosed in the Offering Circular, the Company and its subsidiaries
      possess adequate certificates, authorities or permits issued by
      appropriate governmental agencies or bodies necessary to conduct the
      business now operated by them and have not received any notice of
      proceedings relating to the revocation or modification of any such
      certificate, authority or permit that, if determined adversely to the
      Company or its subsidiaries, could individually or in the aggregate
      reasonably be expected to have a Material Adverse
  Effect.

            


    

     

    
      	
              12.  

            	
              Except
      as disclosed in the Offering Circular, each of the Company and its
      subsidiaries is in compliance with all applicable statutes, regulations
      and orders of, and all applicable restrictions imposed by all governmental
      agencies, bodies or courts, except where the failure to comply could not
      reasonably be expected to have a Material Adverse
  Effect.

            


    

     

    
      	
              13.  

            	
              To
      the knowledge of the Company and except as disclosed in the Offering
      Circular, no labor dispute with the employees of the Company and its
      subsidiaries that could reasonably be expected to result in a Material
      Adverse Effect is imminent.

            


    

     

    
      	
              14.  

            	
              The
      Company and its subsidiaries own or possess on reasonable terms, adequate
      trademarks, trade names and other rights to patents, copyrights and other
      intellectual property (collectively, “intellectual
      property rights”) necessary to conduct the business now operated by
      them, or presently employed by them, and have not received any notice of
      infringement of or conflict with asserted rights of others with respect to
      any intellectual property rights that, if determined adversely to the
      Company or any of its subsidiaries, could reasonably be expected to,
      individually or in the aggregate, have a Material Adverse
      Effect.

            


    

     

    
      	
              15.  

            	
              Except
      as disclosed in the Offering Circular, neither the Company nor any of its
      subsidiaries is in violation of any statute, any rule, regulation,
      decision or order of any governmental agency or body or any court,
      domestic or foreign having jurisdiction over the Company or any of its
      subsidiaries or any of their respective properties, relating to the use,
      disposal or release of hazardous or toxic substances or relating to the
      protection or restoration of the environment or human exposure to
      hazardous or toxic substances (collectively, “Environmental
      Laws”), owns or operates any real property contaminated with any
      substance that is subject to any Environmental Laws, is liable for any
      off-site disposal or contamination pursuant to any Environmental Laws, or
      is subject to any claim relating to any Environmental Laws, which
      violation, contamination, liability or claim could reasonably be expected
      to, individually or in the aggregate, have a Material Adverse Effect; and
      the Company is not aware of any pending investigation which might lead to
      such a claim.

            


    

     

    
      	
              16.  

            	
              Except
      as disclosed in the Offering Circular, there are no pending actions, suits
      or proceedings against or affecting the Company, any of its subsidiaries
      or their respective properties that, if determined adversely to the
      Company or its subsidiaries, could reasonably be expected to, individually
      or in the aggregate, have a Material Adverse Effect or would materially
      and adversely affect the ability of the Company to perform its obligations
      under the Agreement; and except as disclosed in the Offering Circular no
      such actions, suits or proceedings are, to the Company’s knowledge,
      threatened or contemplated.

            


    

     

    
      	
              17.  

            	
              The
      financial statements of the Company together with related schedules and
      notes, included or incorporated by reference in the Offering Circular
      present fairly the consolidated financial position of the Company and its
      subsidiaries as of the dates indicated and the results of their operations
      and the changes in their financial position for the periods specified;
      said financial statements have been prepared in conformity with generally
      accepted accounting principles consistently applied during the period,
      except as stated therein.

            


    

     

    If
applicable, the pro forma
financial information set forth or incorporated by reference in the Offering
Circular is, in all material respects, fairly presented and prepared on a basis
consistent with the historical financial statements of the Company and its
subsidiaries, except to the extent stated therein, and gives effect to
assumptions used in the preparation thereof which have been made on a reasonable
basis and in good faith.

     

    
      	
              18.  

            	
              Except
      as disclosed in the Offering Circular, since the date as of which the
      information is given in the Offering Circular, there has been no material
      adverse change, nor any development or event involving a prospective
      material adverse change, in the condition (financial or other), business,
      properties, results of operations or, to the knowledge of the Company,
      prospects of the Company and its subsidiaries, taken as a whole and,
      except as disclosed in or contemplated by the Offering Circular, there has
      been no dividend or distribution of any kind declared, paid or made by the
      Company on any class of its capital
stock.

            


    

     

    
      	
              19.  

            	
              The
      Company is subject to the reporting requirements of either Section 13
      or Section 15(d) of the Exchange Act and files reports with the
      Commission on the Electronic Data Gathering, Analysis, and Retrieval
      (EDGAR) system.

            


    

     

    
      	
              20.  

            	
              The
      Company has established and maintains disclosure controls and procedures
      (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), which
      (i) are designed to ensure that material information relating to the
      Company and its consolidated subsidiaries is made known to the principal
      executive officer and its principal financial officer by others within
      those entities, particularly during the periods in which the periodic
      reports required under the Exchange Act are being prepared and
      (ii) have been evaluated for effectiveness as of a date within 90
      days prior to the date of the Company’s annual report and are effective in
      all material respects to perform the functions for which they were
      established.

            


    

     

    
      	
              21.  

            	
              Based
      on the most recent evaluation of its disclosure controls and procedures,
      the Company is not aware of (i) any material weakness in the design
      or operation of internal controls which could adversely affect the ability
      of the Company to record, process, summarize and report financial data or
      any material weaknesses in internal controls or (ii) any fraud,
      whether or not material, that involves management or other employees who
      have a significant role in internal
controls.

            


    

     

    
      	
              22.  

            	
              Since
      the date of the most recent evaluation of such disclosure controls and
      procedures, there have been no significant changes in internal controls or
      in other factors that could significantly affect internal controls,
      including any corrective actions with regard to significant deficiencies
      and material weaknesses, except as disclosed in the Offering
      Circular.

            


    

     

    
      	
              23.  

            	
              The
      accountants who certified the financial statements of the Company included
      or incorporated in the Offering Circular are independent public
      accountants as required by the Securities Act and the rules and
      regulations thereunder.

            


    

     

    
      	
              24.  

            	
              Except
      as disclosed in the Offering Circular, there are no pending complaints
      filed with the Federal Energy Regulatory Commission seeking abrogation or
      modification of a contract for the sale of power by the Company or any of
      its subsidiaries.

            


    

     

    
      	
              25.  

            	
              Except
      as disclosed in the Offering Circular, there are no contracts, agreements
      or understandings between the Company and any person granting such person
      the right to require the Company to file a registration statement under
      the Securities Act with respect to any securities of the Company or to
      require the Company to include such securities with the Securities
      registered pursuant to any registration
  statement.

            


    

     

    
      	
              26.  

            	
              Neither
      the Company nor any of its subsidiaries nor any agent thereof acting on
      the behalf of them has taken, and none of them will take, any action that
      might cause the Agreement or the sale of the Securities to violate
      Regulation T, Regulation U or Regulation X of the Board of Governors of
      the Federal Reserve System.

            


    

     

    
      	
              27.  

            	
              The
      Company and each of its subsidiaries carry, or are covered by, insurance
      in such amounts and covering such risks as is adequate for the conduct of
      their respective businesses and the value of their respective properties
      and as is customary for companies engaged in similar businesses in similar
      industries.

            


    

     

    
      	
              28.  

            	
              No
      “nationally recognized statistical rating organization” as such term is
      defined for purposes of Rule 436(g)(2) under the Securities Act
      (i) has imposed (or has informed the Company that it is considering
      imposing) any condition (financial or otherwise) on the Company’s
      retaining any rating assigned to the Company or any securities of the
      Company or (ii) has indicated to the Company that it is considering
      (a) the downgrading, suspension, or withdrawal of, or any review for
      a possible change that does not indicate the direction of the possible
      change in, any rating so assigned or (b) any change in the outlook
      for any rating of the Company or any securities of the
      Company.

            


    

     

    
      	
              29.  

            	
              Except
      for such matters as could not reasonably be expected to have a Material
      Adverse Effect, the Company is in compliance with all presently applicable
      provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”);
      no “reportable event” (as defined in ERISA) has occurred with respect to
      any “pension plan” (as defined in ERISA), for which the Company would have
      any liability; the Company has not incurred and does not expect to incur
      liability under (i) Title IV of ERISA with respect to termination of,
      or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971
      of the Internal Revenue Code of 1986, as amended, including the
      regulations and published interpretations thereunder (the “Code”);
      and each “pension plan” for which the Company would have any liability
      that is intended to be qualified under Section 401(a) of the Code is
      so qualified in all material respects and nothing has occurred, whether by
      action or by failure to act, which would cause the loss of such
      qualification.

            


    

     

    
      	
              30.  

            	
              The
      Company has filed all material federal, state and local income and
      franchise tax returns required to be filed through the Applicable Time
      [the Closing Date] and has paid all taxes due thereon, except (i) those
      taxes that are not reasonably likely to result in a Material Adverse
      Effect, (ii) those taxes, assessments or other charges that are being
      contested in good faith by appropriate proceedings or (iii) as
      described in the Offering Circular; and no tax deficiency has been
      determined adversely to the Company or any of its subsidiaries which has
      had (nor does the Company has any knowledge of any tax deficiency in
      writing which, if determined adversely to the Company or any of its
      subsidiaries, could reasonably be expected to have) a Material Adverse
      Effect.

            


    

     

    
      	
              31.  

            	
              [Prior
      to the Applicable Time] 2
      the Closing Date, neither the Company nor any of its affiliates has taken
      any action which is designed to or which has constituted or which might
      have been expected to cause or result in stabilization or manipulation of
      the price of any security of the Company in connection with the sale of
      the Securities.

            


    

     

    
      	
              32.  

            	
              The
      offer and sale of the Securities by the Purchaser to the subsequent
      purchaser (assuming that the subsequent purchaser’s representations and
      warranties made to the Purchaser in connection with the 144A Resale are
      true and correct and the subsequent purchaser complies with the offer and
      sale procedures set forth in the Offering Circular) will be exempt from
      the registration requirements of the Securities Act by reason of Rule 144A
      thereunder.

            


    

     

    
      	
              33.  

            	
              The
      Offering Circular contains all the information specified in, and meeting
      the requirements of, Rule 144A(d)(4) under the Securities
    Act.

            


    

     

    
      	
              34.  

            	
              The
      statements set forth in the Offering Circular under the caption
      “Description of Securities,” insofar as they purport to constitute a
      summary of the terms of the Securities, under the captions “Material U.S.
      Federal Income Tax Considerations,” “Description of Certain Indebtedness”
      and “Plan of Distribution,” insofar as they purport to describe the
      provisions of the laws and documents referred to therein, are accurate and
      fair summaries in all material
respects.

            


    

     

     

     

    

      

    

      
      2 To be
given only in 144A Resale