Exhibit 2.1
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1, dated as of March 23, 2004, to the STOCK PURCHASE
AGREEMENT, dated as of February 2, 2004, is entered into by and among Ameren
Corporation, a Missouri corporation ("Purchaser"), Illinova Corporation, an
Illinois corporation ("Seller"), Illinova Generating Company, an Illinois
corporation ("IGC"), and Dynegy Inc., an Illinois corporation ("Dynegy").
Dynegy, IGC and Seller are referred to herein as the "Dynegy Parties".
W I T N E S S E T H:
WHEREAS, Purchaser and the Dynegy Parties entered into a Stock Purchase
Agreement, dated February 2, 2004 (the "Original Agreement"), providing for the
sale to Purchaser of all of the capital stock of Illinois Power Company, an
Illinois corporation, held by Seller, and IGC's 20% share of Electric Energy,
Inc., an Illinois corporation; and
WHEREAS, Purchaser and the Dynegy Parties wish to amend the Original
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual terms,
conditions and agreements set forth herein, the parties hereto hereby agree as
follows:
Section 1 Defined Terms. All capitalized terms used and not
defined herein have the meanings set forth in the Original Agreement.
Section 2 Amendments to Section 1.1.
A. The definition of "Ancillary Agreements" included
in Section 1.1 of the Original Agreement is amended to add the
following after the reference to the "Tier 2 Memorandum,":
"the Interim PPA Rider,".
B. Section 1.1 of the Original Agreement is amended
to add the following definition after the definition of
Intercompany Note:
""Interim PPA Rider" means the agreement between DMG
and IPC in the form of Exhibit I, with such changes as may be
required by Governmental Authorities as a condition to
approving the transactions or any portion thereof contemplated
by this Agreement and the Ancillary Agreements that are
required to be accepted by Seller or by Purchaser, pursuant to
the provisions of Section 5.3 or are otherwise accepted by
Seller and by Purchaser.".
Section 3 Amendment to Section 5.21. Section 5.21(b) of the
Original Agreement is amended by changing the reference to "30 days" in
the second sentence to "90 days".
Section 4 Amendment to Section 8.2(j). Section 8.2(j) of the
Original Agreement is amended by deleting such Section and replacing it
with the following:
"Solely if the Closing occurs after September 10, 2004, the
Tilton Assets, or IPC's rights, interests, assets,
liabilities and obligations with respect to the electric
generating equipment and real estate at the Tilton Energy
Center, shall have been transferred to DMG and IPC shall have
no remaining obligations with respect to the Tilton Assets.
For avoidance of doubt, it is the intent of this Section
8.2(j) that all of IPC's rights, interest, assets,
liabilities and obligations with respect to the Tilton
Assets, or IPC's rights, interests, assets, liabilities and
obligations with respect to the electric generating equipment
and real estate at the Tilton Energy Center, shall have been
transferred to or otherwise come to be held by DMG, excluding
only those rights, interests, assets, liabilities and
obligations of IPC as a public utility that are necessary for
the continued operation by DMG of the Tilton Energy Center,
including IPC's rights, interests, assets, liabilities and
obligations under the Interconnection Agreement and the gas
service contracts listed on Schedule 3.19. Nothing herein
shall preclude DMG from acquiring the Tilton Assets, or the
electric generating equipment and real estate at the Tilton
Energy Center, at any time prior to September 10, 2004."
Section 5 Amendment to Schedule 5.3(b). Schedule 5.3(b) to the
Original Agreement is amended as set forth in Exhibit 1 hereto.
Section 6 Amendment to Schedule 5.15. Schedule 5.15 to the
Original Agreement is amended as set forth in Exhibit 2 hereto.
Section 7 Amendment to Schedule 8.1(b). Schedule 8.1(b) to
the Original Agreement is amended as set forth in Exhibit 3 hereto.
Section 8 Amendment to Schedule 8.2(b). Schedule 8.2(b) to the
Original Agreement is amended as set forth in Exhibit 4 hereto.
Section 9 Amendment to Exhibit B. Exhibit B to the Original
Agreement is amended by changing the reference to "thirty (30) days" in
the bracketed note at the top of page 1 of Exhibit B to "ninety (90)
days".
Section 10 Amendment to Exhibit F. Exhibit F to the Original
Agreement is amended by replacing the agreement attached as Exhibit F
with the Form of Blackstart Agreement attached hereto as Exhibit 5.
Section 11 Addition of Exhibit I. The Original Agreement is
amended by adding, immediately following Exhibit H, a new Exhibit I
containing the form of Interim PPA Rider attached hereto as Exhibit 6.
Section 12 No Other Amendments. Except as set forth herein,
the Original Agreement remains in full force and effect.
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Section 13 Counterparts. This Agreement may be executed in one
or more counterparts, and by the parties in separate counterparts, each
of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, Seller, IGC, Dynegy and Purchaser have caused
this Amendment No. 1 to the Original Agreement to be executed as of the
date first written above by their respective officers thereunto duly
authorized.
ILLINOVA CORPORATION
By: /s/ Robert T. Ray
--------------------------------
Name: Robert T. Ray
Title: Senior Vice President &
Treasurer
ILLINOVA GENERATING COMPANY
By: /s/ Robert T. Ray
--------------------------------
Name: Robert T. Ray
Title: Senior Vice President &
Treasurer
DYNEGY INC.
By: /s/ Robert T. Ray
--------------------------------
Name: Robert T. Ray
Title: Senior Vice President &
Treasurer
AMEREN CORPORATION
By: /s/ Steven R. Sullivan
--------------------------------
Name: Steven R. Sullivan
Title: Senior Vice President,
Regulatory Policy, General
Counsel & Secretary
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