SEVENTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 7, 2020, among the subsidiary guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), Vistra Operations Company LLC, a Delaware limited liability company (the “Company”), the other subsidiary guarantors party hereto and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the Trustee (i) that certain Indenture (the “Base Indenture”), dated as of June 11, 2019, among the Company and the Trustee, (ii) that certain Supplemental Indenture (the “First Supplement”), dated as of June 11, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,200,000,000 of 3.55% Senior Secured Notes due 2024 (the “2024 Notes”) and aggregate principal amount of $800,000,000 of 4.30% Senior Secured Notes due 2029 (the “2029 Notes”), (iii) that certain Second Supplemental Indenture, dated as of August 30, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Second Supplement”), (iv) that certain Third Supplemental Indenture, dated as of October 25, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Third Supplement”), (v) that certain Fourth Supplemental Indenture, dated as of November 15, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the issuance of $800,000,000 of 3.70% Senior Secured Notes due 2027 (the “2027 Notes” and, collectively with the 2024 Notes and the 2029 Notes, the “Notes”) (the “Fourth Supplement”), (vi) that certain Fifth Supplemental Indenture, dated as of January 31, 2020, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Fifth Supplement”, (vii) that certain Sixth Supplemental Indenture, dated as of March 26, 2020, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Sixth Supplement” and, together with the Base Indenture, the First Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement and the Fifth Supplement, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Subsidiary Guarantees”); and
WHEREAS, pursuant to Section 9.01 of the Base Indenture and Sections 4.07 and 9.01 of the First Supplement and the Fourth Supplement, the Trustee, the Company and the other Subsidiary Guarantors are authorized and required to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the
Trustee, the Company and the other Subsidiary Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture, First Supplement or Fourth Supplement, as applicable.
2. Agreement to be Bound; Guarantee. Each of the Guaranteeing Subsidiaries hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture. Each of the Guaranteeing Subsidiaries hereby agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the Obligations and agreements of a Subsidiary Guarantor under the Indentures. In furtherance of the foregoing, each of the Guaranteeing Subsidiaries shall be deemed a Subsidiary Guarantor for purposes of Article 10 of the First Supplement and the Fourth Supplement, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first written above.
MOSS LANDING ENERGY STORAGE 2, LLC
NORTH JERSEY ENERGY HOLDINGS, LLC
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP, by its general partner,
NORTH JERSEY ENERGY HOLDINGS, LLC,
| | |
MOSS LANDING ENERGY STORAGE 2, LLC NORTH JERSEY ENERGY HOLDINGS, LLC NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP, by its general partner, NORTH JERSEY ENERGY HOLDINGS, LLC,
|
| as the Guaranteeing Subsidiaries |
By: /s/ Kristopher E. Moldovan
Name: Kristopher E. Moldovan
Title: Senior Vice President and Treasurer
[Signature Page to Seventh Supplemental Indenture]
VISTRA OPERATIONS COMPANY LLC,
as the Company
By: /s/ Kristopher E. Moldovan
Name: Kristopher E. Moldovan
Title: Senior Vice President and Treasurer
Signature Page to Seventh Supplemental Indenture]
| | | | | |
| AMBIT CALIFORNIA, LLC | EVERYDAY ENERGY NJ, LLC |
| AMBIT ENERGY HOLDINGS, LLC | EVERYDAY ENERGY, LLC |
| AMBIT HOLDINGS US, LLC | GENERATION SVC COMPANY |
| AMBIT HOLDINGS, LLC | HALLMARK SOLAR, LLC |
| AMBIT ILLINOIS, LLC | HAVANA DOCK ENTERPRISES, LLC |
| AMBIT MANAGEMENT, LLC | HAYS ENERGY, LLC |
| AMBIT MARKETING, LLC | HOPEWELL POWER GENERATION, LLC |
| AMBIT MIDWEST, LLC | ILLINOIS POWER GENERATING COMPANY |
| AMBIT NEW YORK, LLC | ILLINOIS POWER MARKETING COMPANY |
| AMBIT NORTHEAST, LLC | ILLINOIS POWER RESOURCES GENERATING, LLC |
| AMBIT OHIO, LLC | ILLINOIS POWER RESOURCES, LLC |
| AMBIT SOUTHEAST, LLC | ILLINOVA CORPORATION |
| AMBIT SOUTHWEST, LLC | IPH, LLC |
| AMBIT TEXAS, LLC | KINCAID GENERATION, L.L.C. |
| ANP BELLINGHAM ENERGY COMPANY, LLC | LA FRONTERA HOLDINGS, LLC |
| ANP BLACKSTONE ENERGY COMPANY, LLC | LAKE ROAD GENERATING COMPANY, LLC |
| BIG BROWN POWER COMPANY LLC | LIBERTY ELECTRIC POWER, LLC |
| BIG SKY GAS, LLC | LONE STAR ENERGY COMPANY, INC. |
| BIG SKY GAS HOLDINGS, LLC | LONE STAR PIPELINE COMPANY, INC. |
| BLUENET HOLDINGS, LLC | LUMINANT ENERGY COMPANY LLC |
| BRIGHTSIDE SOLAR, LLC | LUMINANT ENERGY TRADING CALIFORNIA COMPANY |
| CALUMET ENERGY TEAM, LLC | LUMINANT ET SERVICES COMPANY LLC |
| CASCO BAY ENERGY COMPANY, LLC | LUMINANT GENERATION COMPANY LLC |
| CINCINNATI BELL ENERGY, LLC | LUMINANT MINING COMPANY LLC |
| COFFEEN AND WESTERN RAILROAD COMPANY | MASSPOWER, LLC |
| COLETO CREEK POWER, LLC | MIDLOTHIAN ENERGY, LLC |
| COMANCHE PEAK POWER COMPANY LLC | MILFORD POWER COMPANY, LLC |
| CORE SOLAR SPV I, LLC | MOSS LANDING ENERGY STORAGE 1, LLC |
| CRIUS ENERGY, LLC | NCA RESOURCES DEVELOPMENT COMPANY LLC |
| CRIUS ENERGY CORPORATION | NEPCO SERVICES COMPANY |
| CRIUS ENERGY MANAGEMENT, LLC | NORTHEASTERN POWER COMPANY |
| CRIUS ENERGY MANAGEMENT 2, LLC | OAK GROVE MANAGEMENT COMPANY LLC |
| CRIUS SOLAR FULFILLMENT, LLC | ONTELAUNEE POWER OPERATING COMPANY, LLC |
| CRIUS SOLAR HOLDINGS, LLC | PLEASANTS ENERGY, LLC |
| CRIUS SOLAR, LLC | PEOPLE’S CHOICE ENERGY, LLC |
| DALLAS POWER & LIGHT COMPANY, INC. | PUBLIC POWER & UTILITY OF MARYLAND, LLC |
| DYNEGY ADMINISTRATIVE SERVICES COMPANY | PUBLIC POWER & UTILITY OF NY, INC. |
| DYNEGY ASSOCIATES NORTHEAST LP, INC. | PUBLIC POWER, LLC (a Connecticut limited liability company) |
| DYNEGY COAL GENERATION, LLC | PUBLIC POWER, LLC (a Pennsylvania limited liability company) |
| DYNEGY COAL HOLDCO, LLC | REGIONAL ENERGY HOLDINGS, INC. |
| DYNEGY COAL TRADING & TRANSPORTATION, L.L.C. | RICHLAND-STRYKER GENERATION LLC |
Signature Page to Seventh Supplemental Indenture]
| | | | | |
| DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC | SANDOW POWER COMPANY LLC |
| DYNEGY CONESVILLE, LLC | SITHE ENERGIES, INC. |
| DYNEGY DICKS CREEK, LLC | SITHE/INDEPENDENCE LLC |
| DYNEGY ENERGY SERVICES (EAST), LLC | SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC. |
| DYNEGY ENERGY SERVICES, LLC | TEXAS ELECTRIC SERVICE COMPANY, INC. |
| DYNEGY FAYETTE II, LLC | TEXAS ENERGY INDUSTRIES COMPANY, INC. |
| DYNEGY GAS IMPORTS, LLC | TEXAS POWER & LIGHT COMPANY, INC. |
| DYNEGY HANGING ROCK II, LLC | TEXAS UTILITIES COMPANY, INC. |
| DYNEGY KENDALL ENERGY, LLC | TEXAS UTILITIES ELECTRIC COMPANY, INC. |
| DYNEGY KILLEN, LLC | TRIEAGLE 1, LLC |
| DYNEGY MARKETING AND TRADE, LLC | TRIEAGLE 2, LLC |
| DYNEGY MIAMI FORT, LLC | TRIEAGLE ENERGY LP |
| DYNEGY MIDWEST GENERATION, LLC | TXU ELECTRIC COMPANY, INC. |
| DYNEGY MORRO BAY, LLC | TXU ENERGY RETAIL COMPANY LLC |
| DYNEGY MOSS LANDING, LLC | TXU RETAIL SERVICES COMPANY |
| DYNEGY NORTHEAST GENERATION GP, INC. | UPTON COUNTY SOLAR 2, LLC |
| DYNEGY OAKLAND, LLC | VALUE BASED BRANDS LLC |
| DYNEGY OPERATING COMPANY | VIRIDIAN ENERGY, LLC |
| DYNEGY POWER GENERATION INC. | VIRIDIAN ENERGY PA LLC |
| DYNEGY POWER MARKETING, LLC | VIRIDIAN ENERGY NY, LLC |
| DYNEGY POWER, LLC | VIRIDIAN NETWORK, LLC |
| DYNEGY RESOURCE II, LLC | VISTRA ASSET COMPANY LLC |
| DYNEGY RESOURCES GENERATING HOLDCO, LLC | VISTRA CORPORATE SERVICES COMPANY |
| DYNEGY SOUTH BAY, LLC | VISTRA EP PROPERTIES COMPANY |
| DYNEGY STUART, LLC | VISTRA FINANCE CORP. |
| DYNEGY WASHINGTON II, LLC | VISTRA INSURANCE SOLUTIONS LLC |
| DYNEGY ZIMMER, LLC | VISTRA PREFERRED INC. |
| EMERALD GROVE SOLAR, LLC | VOLT ASSET COMPANY, INC. |
| ENERGY REWARDS, LLC | WHARTON COUNTY GENERATION, LLC |
| ENERGY SOLUTIONS GROUP, LLC | WISE COUNTY POWER COMPANY, LLC |
| ENNIS POWER COMPANY, LLC | WISE-FUELS PIPELINE, INC., |
| EQUIPOWER RESOURCES CORP. | |
as the Subsidiary Guarantors
By: /s/ Kristopher E. Moldovan
Name: Kristopher E. Moldovan
Title: Senior Vice President and Treasurer
[Signature Page to Seventh Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee
By: /s/ Barry D. Somrock
Name: Barry D. Somrock
Title: Vice President
Signature Page to Seventh Supplemental Indenture]
SCHEDULE I
SUBSIDIARY GUARANTORS
| | | | | |
| Name | Jurisdiction |
| Moss Landing Energy Storage 2, LLC | Delaware |
| North Jersey Energy Holdings, LLC | Delaware |
| North Jersey Energy Associates, A Limited Partnership | New Jersey |
