EXELON SHC, INC. EXELON NEW ENGLAND POWER MARKETING, L.P. c/o Exelon Generation Company, LLC
Exhibit 10.51
EXELON SHC, INC.
EXELON NEW ENGLAND POWER MARKETING, L.P.
c/o Exelon Generation Company, LLC
000 Xxxxxx Xxx
Xxxxxxx Xxxxxx, XX 00000
January 31, 2005
Dynegy New York Holdings Inc.
c/o Dynegy Inc.
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxx X. Dryer
ExRes SHC, Inc.
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxx
Re: Amendment of Stock Purchase Agreement—Xxx Sale
Gentlemen:
Reference is made to that certain Stock Purchase Agreement, dated as of November 1, 2004, as amended by those certain letter agreements dated December 2, 2004, December 31, 2004 and January 31, 2005 (the “SPA”), in each case by and among Exelon SHC, Inc., Exelon New England Power Marketing, L.P., Dynegy new York Holdings Inc. and ExRes SHC, Inc. Capitalized terms used herein without definition shall have the definitions given such terms in the SPA.
Section 2.4 of the SPA provides for certain Purchase Price adjustments. The Parties to the SPA desire to amend the SPA to provide for another Purchase Price adjustment related to the possible sale of the Sithe’s indirect interest in Xxx Solar Partners Ltd., III. Section 2.4 of the SPA is hereby amended to add the following as new clause (h) of Section 2.4 immediately after clause (g) of Section 2.4:
“(h) In addition, in the event that Sithe or its Subsidiaries have not received the purchase price payable with respect to the sale of Sithe’s indirect interest in Xxx Solar Partners Ltd., III by 11:59 p.m. on February 1, 2005, the Purchase Price shall be decreased by $1,151,510.26. Notwithstanding the provisions of Section 6.1(e), if Sithe or its Subsidiaries have not received the purchase price payable with respect to the sale of Sithe’s indirect interest in Xxx Solar Partners Ltd., III by 11:59 p.m. on
January 31, 2005, the Parties hereby agree and acknowledge that the aggregate amount of unrestricted cash in ExRes and Sithe as of the Closing Date as required by Section 6.1(e) shall be reduced by $1,151,510.26.”
Execept as amended, modified or waived hereby, the SPA remains in full force and effect and is hereby ratified and affirmed. This letter agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument, and any of the parties hereto may execute this letter agreement by signing any such counterpart. This letter agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have duly executed this letter agreement as of the date first above written.
| EXELON SHC, INC. | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Name: | Xxxx X. Xxxxxx | |
| Title: | Assistant Secretary | |
| EXELON NEW ENGLAND POWER MARKETING, L.P. | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Name: | Xxxx X. Xxxxxx | |
| Title: | Assistant Secretary of Exelon AOG Holding #1, Inc., | |
| DYNEGY NEW YORK HOLDINGS INC. | ||
| By: | /s/ Alec Dryer | |
| Name: | Alec Dryer | |
| Title: | President | |
| EXRES SHC, INC. | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Name: | Xxxx X. Xxxxxx | |
| Title: | Assistant Secretary | |
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