Amendment to Purchase and Sale Agreement between Dynegy Resource I, LLC and Duke Energy Entities (October 24, 2014)

Summary

This amendment updates the Purchase and Sale Agreement dated August 21, 2014, between Dynegy Resource I, LLC (Buyer) and Duke Energy SAM, LLC and Duke Energy Commercial Enterprises, Inc. (Sellers). The changes extend deadlines for the Buyer to make employment offers and notify Sellers about accepted offers for certain employees. It also revises employee schedules by adding or removing specific individuals. All other terms of the original agreement remain unchanged.

EX-2.2 2 dyn-2014930xex22.htm AMENDMENT TO PURCHASE AND SALE AGREEMENT DYN-2014 9.30-EX2.2

EXHIBIT 2.2

Dynegy Resource I, LLC

601 Travis Street, Suite 1400

Houston, Texas 77002

phone ###-###-####

October 24, 2014

Via facsimile ###-###-####

Duke Energy SAM, LLC

c/o Duke Energy Corporation

550 South Tryon Street, DEC-45A

Charlotte, NC 28202

Duke Energy Commercial Enterprises, Inc.

c/o Duke Energy Corporation

550 South Tryon Street, DEC-45A

Charlotte, NC 28202

Attn: Greer Mendelow, Deputy General Counsel


RE:	Amendment to Purchase and Sale Agreement

Dear Greer:

Following up on our discussions, this letter agreement is entered into to amend the Purchase and Sale Agreement dated August 21, 2014 (the “Agreement”) among Duke Energy SAM, LLC and Duke Energy Commercial Enterprises, Inc. (collectively, “Sellers”) and Dynegy Resource I, LLC (“Buyer”). 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 Agreement is hereby amended as follows:


1.	Section 6.7 (c)(i) is hereby amended to extend the deadline for Buyer to make or cause to be made written offers of employment to each of the Available Non-Unionized Employees that Buyer desires to employ from within sixty (60) days after the execution of the Agreement to sixty-seven (67) days after the execution of the Agreement.


2.	Schedule 1.1-AN is hereby amended by adding the employees listed in item (i) of Exhibit A attached hereto and removing the employees listed in item (ii) of Exhibit A attached hereto.


3.	Schedule 1.1-SE is hereby amended by adding the employees listed in item (iii) of Exhibit A attached hereto and removing the employees listed in item (iv) of Exhibit A attached hereto.


4.	Schedule 1.1-UE is hereby amended by adding the employees listed in item (v) of Exhibit A attached hereto and removing the employees listed in item (vi) of Exhibit A attached hereto.


5.	Section 6.7 (c)(ii) is hereby amended to extend the deadline for Buyer to notify Sellers as to each Available Non-Unionized Employee who has accepted employment with Buyer from seventy-five (75) days after execution of the Agreement to eighty-two (82) days after execution of the Agreement.

Except as expressly amended hereby, all of the provisions of the Agreement shall continue to be, and shall remain, in full force and effect in accordance with their terms.

Please indicate Sellers’ agreement to the foregoing by having each Seller sign the acknowledgment in the applicable signature block below.

Sincerely,

/s/ David Sladic

David Sladic

ACKNOWLEDGED AND AGREED

DUKE ENERGY SAM, LLC

By: /s/ Brian D. Savoy_____________

Name: Brian D. Savoy______________

Title: Chief Financial Officer_________

DYNEGY RESOURCE I, LLC

By: _/s/ Robert C. Flexon________

Name: _ Robert C. Flexon________ Title: _President & CEO__________

DUKE ENERGY COMMERCIAL ENTERPRISES, INC.

By: _/s/ Brian D. Savoy _________

Name: Brian D. Savoy ________

Title: _Chief Financial Officer____

cc: Michael Shenberg, Esq.

John Klauberg, Esq.

Fredrick Lark, Esq.