RE: Amendment to Company Disclosure Schedule to Stock Purchase Agreement
EXHIBIT 2.1
Dynegy Resource II, LLC
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Phone 000.000.0000
March 30, 2015
Via facsimile 973.671.6101
Energy Capital Partners, LLC
00 Xxxx X. Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxx Xxxxx, XX 00000
Attn: Xxxxxx Xxxxxx, General Counsel
RE: Amendment to Company Disclosure Schedule to Stock Purchase Agreement
Dear Xx. Xxxxxx:
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 Xxxxxxx Xxxx.
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 XX XX, LP
Its: General Partner
By: Energy Capital Partners II, LLC
Its: General Partner
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
ENERGY CAPITAL PARTNERS II-B, LP
By: Energy Capital Partners XX XX, LP
Its: General Partner
By: Energy Capital Partners II, LLC
Its: General Partner
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
ENERGY CAPITAL PARTNERS II (EQUIPOWER CO-INVEST), LP
By: | Energy Capital Partners XX XX, Co-Investment, LLC |
Its: General Partner
By: Energy Capital Partners II, LLC
Its: Managing Member
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
ENERGY CAPITAL PARTNERS II-A, LP
By: Energy Capital Partners XX XX, LP
Its: General Partner
By: Energy Capital Partners II, LLC
Its: General Partner
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
ENERGY CAPITAL PARTNERS II-C (DIRECT IP), LP
By: Energy Capital Partners XX XX, LP
Its: General Partner
By: Energy Capital Partners II, LLC
Its: General Partner
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
ENERGY CAPITAL PARTNERS II-D, LP
By: Energy Capital Partners XX XX, LP
Its: General Partner
By: Energy Capital Partners II, LLC
Its: General Partner
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
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EXHIBIT 2.1
ENERGY CAPITAL PARTNERS II-C, LP
By: Energy Capital Partners XX XX, LP
Its: General Partner
By: Energy Capital Partners II, LLC
Its: General Partner
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Managing Member
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EXHIBIT 2.1
THE COMPANY
EQUIPOWER RESOURCES CORP.
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
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/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
cc: Xxxxxxx Xxxxx, Esq.
Xxxxx Xxxxxxxx, Esq.
Xxxx Xxxxxx, Esq.
[Signature Page to Letter Agreement re: Amendment No. 2 to Disclosure Schedules]
