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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
Banc of America Securities LLC; Chase Manhattan Bank; Dynegy Roseton LLC; J.P. Morgan Securities Inc.; Lehman Brothers Inc.; Salomon Smith Barney Inc.; Simpson Thacher & Bartlett |
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Date: |
2001 |
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Size: |
Preview shows 8KB of 86KB total |
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Price: |
$48 |
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ID: |
#1329432 |
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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
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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"), 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
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Delaware limited liability company ("Dynegy Roseton" and, together with Dynegy
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Danskammer, the "Lessees") propose to issue and sell to you (the "Initial
------- -------
Purchasers") $800,400,000 in aggregate principal amount of Pass Through
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Certificates, Series A and Pass Through Certificates, Series B (collectively,
the "Certificates") pursuant to the Certificate Purchase Agreement, dated as of
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May 1, 2001 (the "Purchase Agreement"), among the Lessees, Dynegy Holdings Inc.,
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a Delaware corporation (the "Company" and, together with the Lessees, the
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"Registrants") and the Initial Purchasers. The Lessees are indirect wholly-
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owned subsidiaries of 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
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Trust Agreements (each a "Pass Through Trust Agreement"), between the Lessees
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and The Chase Manhattan Bank, as trustee (the "Pass Through Trustee"). The
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assets of each Trust will consist solely of notes (the "Lessor Notes") to be
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issued by two owner lessors (the "Owner Lessors") each pursuant to an indenture
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(collectively, the "Lease Indentures") between the applicable Owner Lessor and
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The Chase Manhattan Bank, as trustee (the "Lease Indenture
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<PAGE>
Trustee"), in connection with the Lease Transactions. Capitalized terms used but
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not defined herein shall have the meaning given to such terms in the Pass
Through Trust Agreements.
SECTION 1. Definitions. The definitions set forth in this Agreement
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shall equally apply to both the singular and plural forms of the terms defined.
As used in this Agreement, the following terms shall have the following
meanings:
"Advice" shall have the meaning set forth in the last paragraph of
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Section 5 of this Agreement.
"Affiliate", with respect to any Person, shall mean any other Person
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that directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with such first Person. The term
"control" means the possession, directly or indirectly of the power to direct or
cause the direction of the management or policies of a Person, whether through
the ownership of voting securities or by contract or otherwise. For purposes of
Section 2, an "Affiliate" of any Registrant shall mean and include, in addition,
any Person deemed an affiliate thereof under the Securities Act or the Exchange
Act in connection with the Exchange Offer.
"Closing Date" shall have the meaning set forth in the Purchase
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Agreement.
"Commission" shall mean the United States Securities and Exchange
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Commission.
"Company" shall have the meaning set forth in the first paragraph of
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this Agreement.
"Cure Date" shall have the meaning set forth in Section 4(a) of this
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Agreement.
"Effective Date" shall mean the date which is 240 days after the
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Closing Date.
"Effective Period" shall have the meaning set forth in Section 3(a) of
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this Agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
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amended, and the rules and regulations of the Commission promulgated thereunder.
"Exchange Offer" shall have the meaning set forth in Section 2(a) of
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this Agreement.
"Exchange Offer Registration Statement" shall have the meaning set
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forth in Section 2(a) of this Agreement.
2
<PAGE>
"Exchange Period" shall have the meaning set forth in Section 2(a) of
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this Agreement.
"Exchange Securities" shall have the meaning set forth in Section 2(a)
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of this Agreement.
A "holder" of Registrable Securities shall mean the registered holder
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of such securities.
"Holder Indemnified Party" shall have the meaning set forth in Section
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8(a) of this Agreement.
"Holder Information" shall have the meaning set forth in Section 8(a)
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of this Agreement.
"Illiquidity Event" with respect to the Initial Securities shall mean
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any of the following events:
(a) as of the Effective Date, both (i) an Exchange Offer Registration
Statement (which, if applicable pursuant to Section 2(a), covers resales of such
Resale Securities) has not become effective and an Exchange Offer for such
Registrable Securities shall have not been consummated and (ii) the Registrable
Securities are not the subject of an Initial Shelf Registration Statement which
has become effective; or
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