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



                        CERTIFICATE PURCHASE AGREEMENT

                        ------------------------------



                                                         Dated as of May 1, 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"), newly

                                                                ------

formed trusts respectively created by Dynegy Danskammer, L.L.C., a Delaware

limited liability company ("Dynegy Danskammer"), and Dynegy Roseton, L.L.C., a

                            -----------------

Delaware limited liability company ("Dynegy Roseton" and, together with Dynegy

                                     --------------

Danskammer, the "Lessees"), propose to issue and sell to you (the "Initial

                 -------                                           -------

Purchasers") $800,400,000 in aggregate principal amount of Pass Through

----------

Certificates, Series A and Pass Through Certificates, Series B (each a "Series"

and collectively, the "Certificates"). The Lessees are indirect wholly-owned

                       ------------

subsidiaries of Dynegy Holdings Inc., a Delaware corporation (the "Company"),

                                                                   -------

which will guarantee each Lessee's payment obligations under one or more sale-

leaseback transactions (the "Lease Transactions"). The Certificates are to be

                             ------------------

issued pursuant to two Pass Through Trust Agreements (each a "Pass Through Trust

                                                              ------------------

Agreement"), between the Lessees and The Chase Manhattan Bank, as trustee (the

---------

"Pass Through Trustee"). The assets of each Trust will consist solely of notes

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(the "Lessor Notes") to be issued by two Delaware limited liability companies

      ------------

(the "Owner Lessors") each pursuant to an indenture (collectively, the "Lease

      -------------                                                     -----

Indentures") between the applicable Owner Lessor and The Chase Manhattan Bank,

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as trustee (the "Lease Indenture Trustee"), in connection with the Lease

                 -----------------------

Transactions. The Initial Purchasers propose to purchase the respective

aggregate principal amount of Certificates set forth opposite their name on

Schedule I hereto. Capitalized terms used but not defined herein shall have the

meaning given to such terms in the Pass Through Trust Agreements.

<PAGE>



                                                                               2







          The Certificates will be offered and sold to you pursuant to

exemptions from the registration requirements under the Securities Act of 1933,

as amended (the "Securities Act"). The Company and the Lessees have prepared a

                 --------------

preliminary offering circular, dated April 20, 2001 (the "Preliminary Offering

                                                          --------------------

Circular"), and a final offering circular, dated May 1, 2001 (the "Offering

--------                                                           --------

Circular"), relating to the Company, the Lessees and the Certificates. As

--------

described in the Offering Circular, the Trusts will use the net proceeds from

the offering of the Certificates to purchase the Lessor Notes from the Owner

Lessors. For purposes of this Agreement, references made to any Preliminary

Offering Circular or the Offering Circular shall be deemed to refer to and

include any document incorporated by reference therein.



          Upon original issuance thereof, and until such time as the same is no

longer required under the applicable requirements of the Securities Act, the

Certificates (and all Certificates issued in exchange therefor or in

substitution thereof) shall bear the following legend:



          "THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE

          SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY

          STATE OR OTHER SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY

          INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,

          TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE

          ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM

          OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

          THE HOLDER OF THIS CERTIFICATE BY ITS ACQUISITION HEREOF (1)

          REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS

          DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN

          INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF SUBPARAGRAPH

          (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT (AN

          "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON

          AND IS ACQUIRING THIS CERTIFICATE IN AN "OFFSHORE TRANSACTION"

          PURSUANT TO RULE 904 OF REGULATION S, (2) AGREES THAT IT WILL NOT

          PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF

          TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY

          SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE

          DATE HEREOF (OR ANY PREDECESSOR OF THIS CERTIFICATE) OR THE LAST DAY

          ON WHICH THE COMPANY OR THE LESSEES OR AN AFFILIATE OF THE COMPANY OR

          THE LESSEES WAS THE OWNER OF THIS CERTIFICATE (OR ANY PREDECESSOR OF

          THIS CERTIFICATE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED

          BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE") OFFER,

          SELL OR OTHERWISE TRANSFER THIS CERTIFICATE, EXCEPT (A) TO THE COMPANY

          OR ONE OF THE LESSEES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH

          HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG

          AS THE CERTIFICATES ARE ELIGIBLE FOR RESALE

<PAGE>



                                                                               3



          PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A

          QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR

          FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS

          GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)

          PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE

          THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE

          SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT IS

          PURCHASING THE CERTIFICATES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF

          SUCH AN INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND

          NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY

          DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO ANY

          OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE

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