Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - DYNEGY INC. | Financial_Report.xls |
| EX-32.2 - CHIEF FINANCIAL OFFICER 906 CERTIFICATION - DYNEGY INC. | dyn-2015331xex322.htm |
| EX-31.2 - CHIEF FINANCIAL OFFICER 302 CERTIFICATION - DYNEGY INC. | dyn-2015331xex312.htm |
| EX-10.6 - NON-QUALIFIED STOCK OPTION AWARD AGREEMENT - DYNEGY INC. | dyn-2015331xex106.htm |
| EX-10.7 - STOCK UNIT AWARD AGREEMENT - DYNEGY INC. | dyn-2015331xex107.htm |
| EX-32.1 - CHIEF EXECUTIVE OFFICER 906 CERTIFICATION - DYNEGY INC. | dyn-2015331xex321.htm |
| EX-10.8 - PERFORMANCE AWARD AGREEMENT - DYNEGY INC. | dyn-2015331xex108.htm |
| EX-31.1 - CHIEF EXECUTIVE OFFICER 302 CERTIFICATION - DYNEGY INC. | dyn-2015331xex311.htm |
| 10-Q - 10-Q - DYNEGY INC. | dyn-2015331x10q.htm |
EXHIBIT 2.1
Dynegy Resource II, LLC
601 Travis Street, Suite 1400
Houston, Texas 77002
Phone 713.507.6400
March 30, 2015
Via facsimile 973.671.6101
Energy Capital Partners, LLC
51 John F. Kennedy Parkway, Suite 200
Short Hills, NJ 07078
Attn: Andrew Singer, General Counsel
RE: Amendment to Company Disclosure Schedule to Stock Purchase Agreement
Dear Mr. Singer:
Following up on our discussions, this letter agreement is entered into to amend the Stock Purchase Agreement dated August 21, 2014 (as amended, modified, or supplemented, the “Agreement”) by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP, and Energy Capital Partners II (EquiPower Coinvest), LP (collectively, “Sellers”), Energy Capital Partners II-C, LP (“ECP II-C Fund”), EquiPower Resources Corp. (the “Company”), Dynegy Resource II, LLC (“Purchaser”), and Dynegy Inc. (“Dynegy”) by amending the Company Disclosure Schedule as set forth herein. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
The parties hereto agree that the Company Disclosure Schedule to the Agreement is hereby amended as follows:
1. | Each of Item 4 of Section 4.05 of the Company Disclosure Schedule, Item 3 under EquiPower Resources Corp. of Section 4.10(a) of the Company Disclosure Schedule, Item 1 of Section 4.16 of the Company Disclosure Schedule, and Item 1 of Section 6.02(c)(i) of the Company Disclosure Schedule is hereby deleted in its entirety and replaced with the following: |
Management, Operation and Maintenance Agreement, by and between Empire Generating Co, LLC and EquiPower Resources Corp., dated as of June 1, 2010; for which EquiPower Resources Corp. shall deliver termination notice at Closing such that the agreement shall terminate sixty (60) days following such termination notice.
2. | Each of Item 6 of Section 4.05 of the Company Disclosure Schedule, Item 4 of Section 4.07(b) of the Company Disclosure Schedule, Item 16 under EquiPower Resources Management, LLC of Section 4.10(a) of the Company Disclosure Schedule, Item 3 of Section 4.16 of the Company Disclosure Schedule, and Item 3 of Section 6.02(c)(i) of the Company Disclosure Schedule is hereby deleted in its entirety and replaced with the following: |
Energy Management Agreement, by and between Empire Generating Co, LLC and EquiPower Resources Management, LLC, dated as of April 1, 2011, as amended; for which EquiPower Resources Corp. shall deliver termination notice at Closing such that the agreement shall terminate fourteen (14) days following such termination notice.
3. | Section 4.16 of the Company Disclosure Schedule and Section 6.02(c)(i) of the Company Disclosure Schedule is hereby amended to include a new Item 5 as follows: |
Holdback and Reimbursement Agreement, substantially in the form attached hereto as Appendix 1, by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP, Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II, LLC, EquiPower Resources Corp., and those individuals listed on the signature pages thereto.
NY\6934060.3
EXHIBIT 2.1
4. | Section 6.02(a) of the Company Disclosure Schedule is hereby amended to include a new Item 11 as follows: |
The Acquired Companies or their Affiliates may enter into a Holdback and Reimbursement Agreement, substantially in the form attached hereto as Appendix 1, by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP, Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II, LLC, EquiPower Resources Corp., and those individuals listed on the signature pages thereto.
The parties hereto agree that notwithstanding anything in the Agreement (including Section 6.07(c)) to the contrary, Sellers shall have no obligation or requirement to reimburse Purchaser for any severance payments payable to Correne Wood.
Except as expressly amended hereby, all of the provisions of the Agreement (including all schedules and exhibits thereto) shall continue to be, and shall remain, in full force and effect in accordance with their terms without change thereto. By executing this letter in the applicable signature block below, each of Sellers, ECP II-C Fund, the Company, Purchaser and Dynegy acknowledge and agree to the foregoing.
ACKNOWLEDGED AND AGREED
SELLERS
ENERGY CAPITAL PARTNERS II, LP
By: Energy Capital Partners GP II, LP
Its: General Partner
By: Energy Capital Partners II, LLC
Its: General Partner
By:/s/ Andrew D. Singer
Name: Andrew D. Singer
Title: Managing Member
ENERGY CAPITAL PARTNERS II-B, LP
By: Energy Capital Partners GP II, LP
Its: General Partner
By: Energy Capital Partners II, LLC
Its: General Partner
By:/s/ Andrew D. Singer
Name: Andrew D. Singer
Title: Managing Member
ENERGY CAPITAL PARTNERS II (EQUIPOWER CO-INVEST), LP
By: | Energy Capital Partners GP II, Co-Investment, LLC |
Its: General Partner
By: Energy Capital Partners II, LLC
Its: Managing Member
By:/s/ Andrew D. Singer
Name: Andrew D. Singer
Title: Managing Member
ENERGY CAPITAL PARTNERS II-A, LP
By: Energy Capital Partners GP II, LP
Its: General Partner
By: Energy Capital Partners II, LLC
Its: General Partner
By:/s/ Andrew D. Singer
Name: Andrew D. Singer
Title: Managing Member
ENERGY CAPITAL PARTNERS II-C (DIRECT IP), LP
By: Energy Capital Partners GP II, LP
Its: General Partner
By: Energy Capital Partners II, LLC
Its: General Partner
By:/s/ Andrew D. Singer
Name: Andrew D. Singer
Title: Managing Member
ENERGY CAPITAL PARTNERS II-D, LP
By: Energy Capital Partners GP II, LP
Its: General Partner
By: Energy Capital Partners II, LLC
Its: General Partner
By:/s/ Andrew D. Singer
Name: Andrew D. Singer
Title: Managing Member
NY\6934060.3
EXHIBIT 2.1
ENERGY CAPITAL PARTNERS II-C, LP
By: Energy Capital Partners GP II, LP
Its: General Partner
By: Energy Capital Partners II, LLC
Its: General Partner
By:/s/ Andrew D. Singer
Name: Andrew D. Singer
Title: Managing Member
NY\6934060.3
EXHIBIT 2.1
THE COMPANY
EQUIPOWER RESOURCES CORP.
By: /s/ Curt Morgan
Name: Curt Morgan
Title: President and Chief Executive Officer
[Signature Page to Letter Agreement re: Amendment No. 2 to Disclosure Schedules]
EXHIBIT 2.1
PURCHASER
DYNEGY RESOURCE II, LLC
By: /s/ Robert C. Flexon
Name: Robert C. Flexon
Title: President and Chief Executive Officer
DYNEGY INC.
By: /s/ Robert C. Flexon
Name: Robert C. Flexon
Title: President and Chief Executive Officer
cc: Michael Rogan, Esq.
David Kurzweil, Esq.
Paul Kukish, Esq.
[Signature Page to Letter Agreement re: Amendment No. 2 to Disclosure Schedules]