DR1101-CN121106 AMENDMENT NO. 2 TO ACCESS AGREEMENT
This Amendment No. 2 to Access Agreement (this "Amendment") is entered into as of
November h2., 2012 (the "Effective Date"), between Luminant Generation Company LLC, a
Texas limited liability company ("Luminant"), the City of Coppell, Texas, a political
subdivision of the State of Texas ("Coppell") and Freese and Nichols, Inc., a Texas corporation
(the"Contractor").
RECITALS:
A. Luminant, Coppell and Contractor are parties to the Access Agreement (the
"Access Agreement") entered into as of December 9, 2011, as amended by Amendment No. 1
thereto dated March 5, 2012.
B. The parties desire to amend the Access Agreement to permit additional work to be
done as part of the Coppell Inspections.
C. Capitalized terms used but not defined herein shall have the meanings assigned to
them in the Access Agreement.
AGREEMENTS:
For valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,Coppell, Contractor and Luminant hereby agree as follows:
1. Inspection Period. The Inspection Period is extended such that it expires on the
earlier of (a) 5:00 p.m., Dallas, Texas time on December 31, 2012 and (b) written notice from
Luminant to Coppell and Contractor terminating the Agreement (which notice may be delivered
by Luminant by email as provided in Section 12 of the Access Agreement),which decision shall
be made in Luminant's sole and absolute discretion.
2. Coppell Inspections. "Coppell Inspections" shall include the following work:
visual inspection of the dam structures. Notwithstanding anything to the contrary contained in
the Access Agreement, with respect to the inspections contemplated by this Section 2: (a) the
inspections shall not occur on Fridays and (b) Luminant may elect to accompany Contractor and
Coppell to prevent access to areas impacted by demolition operations.
3. Ratification and Binding Effect. Contractor and Coppell hereby ratify and
confirm their respective obligations under the Access Agreement, as amended, and each hereby
represents and warrants to Luminant that it has no defenses thereto. Except as modified hereby,
the Access Agreement shall remain in full effect and this Amendment shall be binding upon
Contractor and Coppell and their respective successors and assigns. If any inconsistency exists
or arises between the terms of the Access Agreement and the terms of this Amendment, the
terms of this Amendment shall prevail.
4. Waiver of Notice under Lease. In connection with the Coppell Inspections
described in Section 2 of this Amendment:
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(a) Luminant hereby agrees and acknowledges that Coppell and Contractor
will be making inspections under Section 5.8 of the Lease at the same time; and
(b) Luminant hereby waives delivery of notice under Section 15.6 of the
Lease with respect to such inspection (but does not waive the right to require compliance with
such Section in connection with any future request by or on behalf of Coppell).
5. Counterparts. This Amendment may be executed in multiple counterparts, each
of which shall be deemed to be an original, and all of such counterparts shall constitute one
document. To facilitate execution of this Amendment, the parties hereto may execute and
exchange, by telephone facsimile or electronic mail PDF, counterparts of the signature pages.
Signature pages may be detached from the counterparts and attached to a single copy of this
Amendment to physically form one document.
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1635147v.1 EFH 100/52002
Executed as of the Effective Date.
LUMINANT: LUMINANT GENERATION COMPANY LLC,
a Texas limited liability company
By:
Name: G oL v Pr(o o 2
Title: 5.ec r -(-a r
COPPELL: CITY OF COPPELL, TEXAS, a political
subdivision of the State of Texas
By:
Name: Cl y kr ilipr
Title: C`;'f 61. Meiv.ay e�
CONTRACTOR: FREESE AND NICHOLS, INC., a Texas
corporation
B , /
Name: e
Title: _ e n�-
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1635147v.1 EFH 100/52002
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