STOCK PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER by and among Energy Capital Partners GP II, LP, Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-D, LP, and Energy...Stock Purchase Agreement • August 26th, 2014 • Dynegy Inc. • Electric services • New York
This STOCK PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of August 21, 2014 and is by and among Dynegy Resource III, LLC, a Delaware limited liability company (“Parent”), and Dynegy Resource III-A, LLC, a Delaware limited liability company and wholly-owned, direct Subsidiary (as defined herein) of Parent (“Merger Sub”), Brayton Point Holdings, LLC, a Delaware limited liability company (the “Company”), Energy Capital Partners GP II, LP, a Delaware limited partnership (“ECP GP”), Energy Capital Partners II, LP, a Delaware limited partnership (“ECP II”), Energy Capital Partners II-A, LP, a Delaware limited partnership (“ECP II-A”), Energy Capital Partners II-B, LP, a Delaware limited partnership (“ECP II-B”), Energy Capital Partners II-D, LP, a Delaware limited partnership (“ECP II-D”), and Energy Capital Partners II-C (Cayman), L.P., a Cayman Islands limited partnership (“ECP II-C,” and, together with ECP GP, ECP II, ECP II-A, ECP II-B and ECP II-D, t
PURCHASE AND SALE AGREEMENT by and among DUKE ENERGY SAM, LLC and DUKE ENERGY COMMERCIAL ENTERPRISES, INC., as Sellers, and DYNEGY RESOURCE I, LLC, as Buyer dated as of August 21, 2014Purchase and Sale Agreement • August 26th, 2014 • Dynegy Inc. • Electric services • New York
This Purchase and Sale Agreement dated as of August 21, 2014 (this “Agreement”) is made and entered into by and among Duke Energy SAM, LLC, a Delaware limited liability company (“Generation Seller”), and Duke Energy Commercial Enterprises, Inc., an Indiana corporation (“Retail Seller” and, together with Generation Seller, collectively, “Sellers,” and each, individually, a “Seller”), and Dynegy Resource I, LLC, a Delaware limited liability company (“Buyer” and, together with Sellers, collectively, the “Parties,” and each, individually, a “Party”).
STOCK PURCHASE 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...Stock Purchase Agreement • August 26th, 2014 • Dynegy Inc. • Electric services • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of August 21, 2014 and is by and among Energy Capital Partners II, LP, a Delaware limited partnership (“ECP II”), Energy Capital Partners II-A, LP, a Delaware limited partnership (“ECP II-A”), Energy Capital Partners II-B, LP, a Delaware limited partnership (“ECP II-B”), Energy Capital Partners II-C (Direct IP), LP, a Delaware limited partnership (“ECP II-C”), Energy Capital Partners II-D, LP, a Delaware limited partnership (“ECP II-D”), and Energy Capital Partners II (EquiPower Co-Invest), LP, a Delaware limited partnership (“ECP Coinvest”, and collectively with ECP II, ECP II-A, ECP II-B, ECP II-C and ECP II-D, the “Sellers”, and each, a “Seller”), solely for the purposes of Section 11.13, Energy Capital Partners II-C, LP, a Delaware limited partnership (“ECP II-C Fund”), EquiPower Resources Corp., a Delaware corporation (the “Company”), Dynegy Resource II, LLC, a Delaware limited liability company (“Purchaser”), and, solel
BUYER GUARANTEEBuyer Guarantee • August 26th, 2014 • Dynegy Inc. • Electric services • New York
THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of August 21, 2014 is issued and delivered by DYNEGY INC., a Delaware corporation (the “Guarantor”), for the account of DYNEGY RESOURCE I, LLC, a Delaware limited liability company (the “Obligor”), and for the benefit of Duke Energy SAM, LLC, a Delaware limited liability company (“DESAM”), and Duke Energy Commercial Enterprises, Inc., an Indiana corporation (“DECAM” and together with DESAM, the “Beneficiaries”). Background Statement WHEREAS, the Beneficiaries and Obligor entered into that certain Purchase and Sale Agreement, dated as of August 21, 2014 (the “Purchase Agreement”); WHEREAS, in accordance with the Purchase Agreement, the Beneficiaries and Obligor intend to enter into a Transition Services Agreement upon the closing of the transactions contemplated in the Purchase Agreement (the “Transition Services Agreement” and together the Purchase Agreement, the “Agreements”); and WHEREAS, Beneficiaries have required that the Guarant
