0001193125-06-151631 Sample Contracts

296,834,000 Principal Amount DYNEGY HOLDINGS INC. 8.375% Senior Unsecured Notes due 2016 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 24th, 2006 • Dynegy Holdings Inc • Electric services • New York

¨ 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.

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EXCHANGE AGREEMENT
Exchange Agreement • July 24th, 2006 • Dynegy Holdings Inc • Electric services

This Exchange Agreement (this “Agreement”) is made and entered into as of July 21, 2006 by and among RCP Debt, LLC, a Delaware limited liability company, RCMF Debt, LLC, a Delaware limited liability company (each, a “Holder” and, together, the “Holders”), and Dynegy Holdings Inc., a Delaware corporation (the “Company”).

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