DYN-2014.12.31_10K-EX2.5

Exhibit 2.5

Dynegy Resource II, LLC

601 Travis Street, Suite 1400

Houston, Texas 77002

Phone 713.507.6400

November 12, 2014

Via facsimile 973.671.6101

Energy Capital Partners, LLC

51 John F. Kennedy Parkway, Suite 200

Short Hills, NJ 07078

Attn: Andrew Singer, General Counsel


RE:	Amendment to Company Disclosure Schedule to Stock Purchase Agreement

Dear Mr. Singer:

Following up on our discussions, this letter agreement is entered into to amend the Stock Purchase Agreement dated August 21, 2014 (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, EquiPower Resources Corp., Dynegy Resource II, LLC (“Purchaser”), and Dynegy Inc. 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:

Each of Item 5 of Section 4.05 of the Company Disclosure Schedule, Item 4 under EquiPower Resources Corp. of Section 4.10(a) of the Company Disclosure Schedule, Item 2 of Section 4.16 of the Company Disclosure Schedule, and Item 2 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 Broad River Energy LLC and EquiPower Resources Corp., dated as of December 27, 2012; for which EquiPower Resources Corp. shall deliver termination notice at Closing such that the agreement shall terminate following the required sixty (60) day termination notice.

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.

Sincerely,

/s/ David Sladic

David Sladic

Exhibit 2.5

ACKNOWLEDGED AND AGREED

SELLERS



ENERGY CAPITAL PARTNERS II, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: _/s/ Andrew D. Singer Name: Andrew D. Singer Title: Managing Member	ENERGY CAPITAL PARTNERS II-A, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: _/s/ Andrew D. Singer Name: Andrew D. Singer Title: Managing Member
ENERGY CAPITAL PARTNERS II-B, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: _/s/ Andrew D. Singer Name: Andrew D. Singer Title: Managing Member	ENERGY CAPITAL PARTNERS II-C (DIRECT IP), LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: _/s/ Andrew D. Singer Name: Andrew D. Singer Title: Managing Member
ENERGY CAPITAL PARTNERS II (EQUIPOWER CO-INVEST), LP By: Energy Capital Partners GP II, Co- Investment, LLC Its: General Partner By: Energy Capital Partners II, LLC Its: Managing Member By: _/s/ Andrew D. Singer Name: Andrew D. Singer Title: Managing Member	ENERGY CAPITAL PARTNERS II-D, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: _/s/ Andrew D. Singer Name: Andrew D. Singer Title: Managing Member

[Signature Page to Letter Agreement re: Amendment to SPA Disclosure Schedules]



ENERGY CAPITAL PARTNERS II-C LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: _/s/ Andrew D. Singer Name: Andrew D. Singer Title: Managing Member

[Signature Page to Letter Agreement re: Amendment to SPA Disclosure Schedules]

THE COMPANY

EQUIPOWER RESOURCES CORP.

By: /s/ Curt Morgan

Name: Curt Morgan

Title: President and Chief Executive Officer

[Signature Page to Letter Agreement re: Amendment to SPA Disclosure Schedules]



PURCHASER DYNEGY RESOURCE II, LLC By: /s/ Robert C. Flexon Name: Robert C. Flexon Title: President and Chief Executive Officer DYNEGY INC. By: /s/ Robert C. Flexon Name: Robert C. Flexon Title: President and Chief Executive Officer

cc: Michael Rogan, Esq.

David Kurzweil, Esq.

Paul Kukish, Esq.

[Signature Page to Letter Agreement re: Amendment to SPA Disclosure Schedules]