Dynegy Danskammer Llc Sample Contracts

Dynegy Danskammer Llc – Pass Through Trust Agreement (July 10th, 2001)

Exhibit 4.2a Execution Copy ================================================================================ Pass Through Trust Agreement Dated as of May 1, 2001 among Dynegy Roseton, L.L.C., Dynegy Danskammer, L.L.C., and The Chase Manhattan Bank, not in its individual capacity, but solely as Pass Through Trustee Roseton-Danskammer 2001-Series A Pass Through Trust 7.27% Pass Through Certificates, Series A Roseton Units 1 and 2 and Danskammer Units 3 and 4 =

Dynegy Danskammer Llc – NONRECOURSE PROMISSORY NOTE DUE IN (July 10th, 2001)

Exhibit 4.10a Execution Copy ROSETON OL LLC NONRECOURSE PROMISSORY NOTE DUE IN A SERIES OF INSTALLMENTS OF PRINCIPAL WITH FINAL PAYMENT DATE OF NOVEMBER 8, 2008 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT No. 1 Issued at: New York, New York Issue Date: May 8, 2001 $64,325,000 ROSETON OL LLC, a Delaware limited liability company (herein called the "Owner Lessor", which term includes any successor person under the Lease ------------ Indenture hereinafter referred to), here

Dynegy Danskammer Llc – Guaranty (July 10th, 2001)

Exhibit 10.5a Executive Copy ================================================================================ Guaranty Dated as of May 1, 2001 made by Dynegy Holdings Inc., as Guarantor Roseton Units 1 and 2 ================================================================================ Guaranty This GUARANTY, dated as of May 1, 2001 (this "Guaranty"), is made by DYNEGY -------- HOLDINGS INC., a Delaware corporation, as guarantor (the "Guarantor") in favor --------- of the Guaranteed Parties (as defined in

Dynegy Danskammer Llc – THIS INDENTURE IS BEING RE-RECORDED TO CORRECT (July 10th, 2001)

Exhibit 4.9a THIS INDENTURE IS BEING RE-RECORDED TO CORRECT THE PRIOR RECORDED VERSION THEREOF Execution Copy ================================================================================ Indenture of Trust, Mortgage, Assignment of Leases and Rents and Security Agreement Dated as of May 8, 2001 between Roseton OL LLC and The Chase Manhattan Bank, as Lease Indenture Trustee ______________________________________ Roseton Units 1 and 2 ================================================================================

Dynegy Danskammer Llc – Site Sublease Agreement (July 10th, 2001)

Exhibit 10.2a Execution Copy WHEN RECORDED, RETURN TO: Christopher J. Moore, Esq. Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue, 2nd Floor New York, New York 10103 ================================================================================ Site Sublease Agreement Dated as of May 8, 2001 between Dynegy Roseton, L.L.C. as Ground Sublessee and Roseton OL LLC, as Ground Sublessor Roseton Units 1 and 2 ================================================================================ TABLE OF CONTENTS

Dynegy Danskammer Llc – OP Guaranty (July 10th, 2001)

Exhibit 10.6a Execution Copy -------------------------------------------------------------------------------- OP Guaranty Dated as of May 1, 2001 made by Resources Capital Management Corporation, as Guarantor Roseton Units 1 and 2 -------------------------------------------------------------------------------- OP Guaranty This OP GUARANTY, dated as of May 1, 2001 (this "Guaranty"), is made by -------- RESOURCES CAPITAL MANAGEMENT CORPORATION, a New Jersey corporation, as guarantor (the "Guarantor") in favor of the Guaranteed Parties (as defined in Section 4 --------- b

Dynegy Danskammer Llc – REGISTRATION RIGHTS AGREEMENT (July 10th, 2001)

Exhibit 4.1 $800,400,000 Dynegy Danskammer, L.L.C. Dynegy Roseton, L.L.C. Subsidiaries of Dynegy Holdings Inc. (Guarantor of lease obligations) Pass Through Certificates, Series A and Series B REGISTRATION RIGHTS AGREEMENT ----------------------------- Dated as of May 8, 2001 Banc of America Securities LLC Lehman Brothers Inc. J.P. Morgan Securities Inc. Salomon Smith Barney Inc. TD Securities (USA) Inc. c/o Banc of America Securities LLC 100 North Tryon Street, 7/th/ Floor Charlotte, NC 28255 Dear Sirs: Roseton-Danskammer 2001-Series A Pass Through Trust and Roseton- Danskammer 2001-Series B Pass Through Trust (collectively, the "Trusts"),

Dynegy Danskammer Llc – Site Lease Agreement (July 10th, 2001)

Execution Copy WHEN RECORDED, RETURN TO: Christopher J. Moore, Esq. Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue, 2nd Floor New York, New York 10103 ================================================================================ Site Lease Agreement Dated as of May 8, 2001 between Dynegy Roseton, L.L.C. as Ground Lessor and Roseton OL LLC, as Ground Lessee Roseton Units 1 and 2 ================================================================================ TABLE OF CONTENTS Page

Dynegy Danskammer Llc – Facility Lease Agreement (July 10th, 2001)

Exhibit 4.8a Execution Copy ================================================================================ Facility Lease Agreement Dated as of May 8, 2001 between Roseton OL LLC, as Owner Lessor and Dynegy Roseton, L.L.C., as Facility Lessee ______________________________________ Roseton Units 1 and 2 ================================================================================ CERTAIN OF THE RIGHT, TITLE AND INTEREST OF THE OWNER LESSOR IN AND TO THIS LEASE AND THE RENT DUE AND TO BECOME DUE HEREUNDER HAVE BEEN ASSIGNED AS COLLATERAL S

Dynegy Danskammer Llc – Cross Easement Agreement (July 10th, 2001)

Exhibit 10.7 Execution Copy ================================================================================ Cross Easement Agreement Dated as of May 8, 2001 between Dynegy Roseton, L.L.C. and Dynegy Danskammer, L.L.C. ================================================================================ After recording, please return to: Orrick, Herrington & Sutcliffe LLP 666 Fifth Avenue New York, New York 10103 ATTN: Christopher J. Moore, Esq. Premises Address: 992

Dynegy Danskammer Llc – Participation Agreement (July 10th, 2001)

Exhibit 4.7a Execution Copy -------------------------------------------------------------------------------- Participation Agreement Dated as of May 1, 2001 among Dynegy Roseton, L.L.C., Roseton OL LLC, Wilmington Trust Company, not in its individual capacity, except as expressly provided herein, but solely as Lessor Manager, Roseton OP LLC, The Chase Manhattan Bank, not in its individual capacity, but solely as Lease Indenture Trustee and

Dynegy Danskammer Llc – NONRECOURSE PROMISSORY NOTE DUE IN (July 10th, 2001)

Exhibit 4.11a Execution Copy ROSETON OL LLC NONRECOURSE PROMISSORY NOTE DUE IN A SERIES OF INSTALLMENTS OF PRINCIPAL WITH FINAL PAYMENT DATE OF NOVEMBER 8, 2016 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT No. 1 Issued at: New York, New York Issue Date: May 8, 2001 $475,075,000 ROSETON OL LLC, a Delaware limited liability company (herein called the "Owner Lessor", which term includes any successor person under the Lease ------------ Indenture hereinafter referred to), here

Dynegy Danskammer Llc – Exempt Facilities Agreement (July 10th, 2001)

Exhibit 10.8a Execution Copy -------------------------------------------------------------------------------- Exempt Facilities Agreement Dated as of May 8, 2001 between Dynegy Roseton, L.L.C. and Roseton OL LLC Roseton Units 1 and 2 -------------------------------------------------------------------------------- Exempt Facilities Agreement This EXEMPT FACILITIES AGREEMENT, dated as of May 8, 2001 (this "Exempt Facilities Agreement"), is between DYNEGY ROSETON, L.L.C., a Delaware ---------------------------- limited liability company (the "Company") and ROSETON OL LLC, a Delaware limited