Vistra 8K Entry into a Material Definitive Agreement | VST 19 Dec 24

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 17, 2024 (including the annexes, schedules, exhibits and other attachments hereto, this “First Amendment”), by and among Vistra Zero Operating Company, LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto and Citibank, N.A., as Administrative Agent and as Collateral Agent. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement (as modified hereby).

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of March 26, 2024 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the First Amendment Effective Date referred to below, the “Credit Agreement”), among the Borrower, the Lenders party thereto, the Administrative Agent and the Collateral Agent;

WHEREAS, pursuant to Sections 13.1 and 13.7 of the Credit Agreement, the Borrower and certain of the Lenders party hereto constituting not less than all of the Lenders holding Initial Term Loans directly and adversely affected by the terms of this First Amendment and the transactions contemplated hereby agree to a decrease of the interest rate margins applicable to the Initial Term Loans under the Credit Agreement as set forth herein, in each case subject to the terms and conditions hereof; and

WHEREAS, pursuant to Section 13.1 of the Credit Agreement, the Borrower and the Lenders party hereto agree to amend certain other provisions of the Credit Agreement as set forth herein, in each case subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

A. Amendments to the Credit Agreement. Effective as of the First Amendment Effective Date, and subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended to incorporate the changes reflected in the redlined version of the Credit Agreement attached hereto as Exhibit A.

B. Conditions Precedent. This First Amendment shall become effective as of the first date (the “First Amendment Effective Date”) when each of the conditions set forth in this Section B shall have been satisfied:

1. The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower and each of the other Credit Parties, (ii) the Administrative Agent and the Collateral Agent, (iii) any Person that acquires any Initial Term Loans from any First Amendment Non-Consenting Initial Term Loan Lender as contemplated by Section B.5 below and (iv) each Term Loan Lender (determined after giving effect to Section B.5 below).

2. The Borrower shall have (a) paid all fees and other amounts earned, due and payable to any Joint Lead Arranger pursuant to any agreements or arrangements entered into on or prior to the First Amendment Effective Date pursuant to which the Borrower has agreed to compensate any such Joint Lead Arranger on or prior to the First Amendment Effective Date in connection with the transactions contemplated by this First Amendment and (b) to the extent invoiced at least three (3) Business Days prior to the First Amendment Effective Date, reimbursed or paid all reasonable and documented out-of-pocket expenses in connection with this First Amendment and any other reasonable and documented out-of-pocket expenses of the Agents, including the reasonable fees, charges and disbursements of counsel for Agents as required to be paid or reimbursed pursuant to the Credit Agreement.

3. The Administrative Agent shall have received (x) a certificate of good standing (or subsistence) with respect to each Credit Party from the Secretary of State (or similar official) of the State of such Credit Party’s organization, (y) a closing certificate executed by an Authorized Officer of the Borrower, dated the First Amendment Effective Date, certifying as to (I) the accuracy (with respect to clauses (i), (ii) and (iii) of Section C.2 of this First Amendment, in all material respects) of the matters set forth in Section C.2 of this First Amendment and (II) the satisfaction of the condition set forth in Section B.4 of this First Amendment.

4. No Default or Event of Default shall have occurred and be continuing (both immediately before and immediately after giving effect to this First Amendment and the transactions contemplated by this First Amendment).

5. (x) The Initial Term Loans held by each Term Loan Lender holding Initial Term Loans immediately prior to the First Amendment Effective Date that has not executed and delivered a counterpart of this First Amendment to the Administrative Agent on or prior to 5:00 p.m. (New York City time) on December 12, 2024 (or such later time and date as the Administrative Agent may agree in its sole discretion), and constitutes a Non-Consenting Lender as contemplated by Section 13.7(b) of the Credit Agreement (each, a “First Amendment Non-Consenting Initial Term Loan Lender”) shall have been assigned to an assignee Lender in accordance with Sections 13.6(b) and 13.7 of the Credit Agreement, (y) any fees, costs and any other expenses in connection with such assignment arising under Sections 2.11 and 13.6 of the Credit Agreement shall have been paid in full or, in the case of transfer fees payable in connection with an assignment, waived by the Administrative Agent (it being understood that the Administrative Agent has waived the right to receive any processing and recordation fee as provided in Section 13.6(b)(ii) of the Credit Agreement in connection with this First Amendment and the transactions contemplated hereby) and (z) all accrued and unpaid interest on all Initial Term Loans of each First Amendment Non-Consenting Initial Term Loan Lender shall have been paid in full by the assignee Lender to such First Amendment Non-Consenting Initial Term Loan Lender in accordance with Section 13.7(b) of the Credit Agreement.

6. The Borrower shall have paid on the First Amendment Effective Date, all accrued and outstanding interest with respect to the Initial Term Loans outstanding immediately prior to the effectiveness of this First Amendment on the First Amendment Effective Date (irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement).

7. The Administrative Agent shall have received, at least two Business Days prior to the First Amendment Effective Date, all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender party hereto and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case, to the extent reasonably requested in writing at least five (5) Business Days prior to the First Amendment Effective Date by the Administrative Agent or any Lender party hereto.

C. Other Terms.

1. Terms Related to Replacement. The parties hereto agree that (i) the Interest Periods applicable to the outstanding Initial Term Loans as of the First Amendment Effective Date shall not be affected by this First Amendment and (ii) the Borrower is exercising its rights under Section 13.7 of the Credit Agreement in connection with this First Amendment to require that each First Amendment Non-Consenting Initial Term Loan Lender assign all of its interests, rights and obligations under the Credit Documents to one or more assignees identified by the Borrower or the Administrative Agent, and the

Administrative Agent shall coordinate the transfer of all Initial Term Loans of each such First Amendment Non-Consenting Initial Term Loan Lender to the identified assignees, which transfers shall be effected in accordance with Sections 13.6 and 13.7(b) of the Credit Agreement (subject to Section C.12 of this First Amendment) and shall be effective as of the First Amendment Effective Date, and each assignee acquiring Initial Term Loans in connection with such transfers shall have provided a signature page to this First Amendment consenting hereto with respect to such acquired Initial Term Loans.

2. Credit Party Certifications. By execution of this First Amendment, each Credit Party hereby certifies, solely with respect to itself and on behalf of the applicable Credit Party and not in his/her individual capacity, that as of the First Amendment Effective Date:

(i)

such Credit Party has the corporate or other organizational power and authority to execute and deliver this First Amendment and carry out the terms and provisions of this First Amendment and the Credit Agreement and the other Credit Documents (in each case, as modified hereby) and has taken all necessary corporate or other organizational action to authorize the execution and delivery of this First Amendment and performance of this First Amendment and the Credit Agreement and the other Credit Documents (in each case, as modified hereby);

(ii)

such Credit Party has duly executed and delivered this First Amendment and each of this First Amendment and the Credit Agreement and the other Credit Documents (in each case, as modified hereby) constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law) (provided that, with respect to the creation and perfection of security interests with respect to Indebtedness, Stock and Stock Equivalents of Foreign Subsidiaries, only to the extent the creation and perfection of such obligation is governed by the Uniform Commercial Code);

(iii)

none of the execution and delivery by such Credit Party of this First Amendment, the performance by such Credit Party of this First Amendment and the Credit Agreement and the other Credit Documents (in each case, as modified hereby) or the compliance with the terms and provisions hereof or thereof or the consummation of the transactions contemplated hereby will (a) contravene any applicable provision of any material Applicable Law (including material Environmental Laws) other than any contravention which would not reasonably be expected to result in a Material Adverse Effect, (b) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any Lien upon any of the property or assets of the Borrower or any Restricted Subsidiary (other than Liens created under the Credit Documents, Permitted Liens or Liens subject to an intercreditor agreement permitted hereby) pursuant to the terms of any material indenture, loan agreement, lease agreement, mortgage, deed of trust or other material debt agreement or instrument to which the Borrower or any Restricted Subsidiary is a party or by which it or any of its property or assets is bound other than any such breach, default or Lien that would not reasonably be expected to result in a Material Adverse Effect, or (c) violate any provision of the Organizational Documents of such Credit Party;

(iv)

the representations and warranties of such Credit Party contained in the Credit Agreement and the other Credit Documents (in each case, as modified hereby) are true and correct in all material respects on and as of the First Amendment Effective Date (both before and after giving effect thereto) to the same extent as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date;

(v)

no Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated hereby; and

(vi)

the Borrower falls under an express exclusion from the “legal entity customer” definition under 31 C.F.R. §1010.230(e)(2). The applicable exclusion is 31 C.F.R. §1020.315(b)(5).

3. Borrower Covenants. By its execution of this First Amendment, the Borrower hereby covenants that the Borrower shall make any payments to First Amendment Non-Consenting Initial Term Loan Lender required pursuant to Section 2.11 of the Credit Agreement in connection with the Initial Term Loans.

4. Amendment, Modification and Waiver. This First Amendment may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered in accordance with the provisions of Section 13.1 of the Credit Agreement.

5. Entire Agreement. This First Amendment, the Credit Agreement (as modified hereby) and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

6. GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. Severability. Any term or provision of this First Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this First Amendment or affecting the validity or enforceability of any of the terms or provisions of this First Amendment in any other jurisdiction. If any provision of this First Amendment is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

8. Counterparts. This First Amendment may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by fax or other electronic transmission of an executed counterpart of a signature page to this First Amendment shall be effective as delivery of an original executed counterpart of this First Amendment and the words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this First Amendment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. The Administrative Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature executed electronically or delivered by fax or other electronic transmission.

Submission to Jurisdiction. Each party hereto irrevocably and unconditionally:

submits for itself and its property in any legal action or proceeding relating to this First Amendment and the other Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at such address of which the Administrative Agent shall have been notified pursuant to Section 13.2 of the Credit Agreement;

agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction;

subject to the last paragraph of Section 13.5 of the Credit Agreement, waives, to the maximum extent not prohibited by Applicable Law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section C.9 any special, exemplary, punitive or consequential damages; and

agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law.

10. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS FIRST AMENDMENT AND FOR ANY COUNTERCLAIM THEREIN.

11. Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the First Amendment Effective Date and after giving effect to this First Amendment and the transactions contemplated hereby, all Obligations of the Borrower shall be guaranteed pursuant to the Guarantee in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, as of the First Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the First Amendment Effective Date and after giving effect to this First Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms

all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this First Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the First Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this First Amendment effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement (as modified hereby). This First Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

12. Assignments. The Borrower and the Administrative Agent hereby consent to (a) each assignment of Initial Term Loans made by any First Amendment Non-Consenting Initial Term Loan Lender to any assignee in connection with the replacement of any First Amendment Non-Consenting Initial Term Loan Lender (but only to the extent the applicable assignee is Citibank, N.A., an affiliate thereof or has been identified on a list approved by the Borrower on or prior to First Amendment Effective Date) and (b) each assignment of Initial Term Loans made by the assignee referred to in immediately preceding clause (a) to any assignee (but only to the extent the applicable assignee (or an affiliate thereof) has been identified on a list approved by the Borrower on or prior to the First Amendment Effective Date).

13. Miscellaneous. This First Amendment shall constitute a Credit Document for all purposes of the Credit Agreement and the other Credit Documents (in each case, as modified hereby). Except as specifically modified by this First Amendment, (i) the Credit Agreement and the other Credit Documents shall remain in full force and effect and (ii) the execution, delivery and performance of this First Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Credit Documents.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this First Amendment as of the date first set forth above.


CITIBANK, N.A., as Administrative Agent and
Collateral Agent

By:		/s/ Ashwani Khubani
		Name: Ashwani Khubani
		Title: Managing Director

CITIBANK, N.A., as a Lender

By:		/s/ Ashwani Khubani
		Name: Ashwani Khubani
		Title: Managing Director