Thirteenth Supplemental Indenture to the 2023 Notes Indenture, dated March 26, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

Contract Categories: Business Finance - Indenture Agreements
EX-4.2 3 vistra-20200331xex42.htm THIRTEENTH SUPPLEMENTAL INDENTURE TO THE 2023 NOTES INDENTURE Document

Exhibit 4.2
THIRTEENTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
THIRTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 26, 2020, among the subsidiary guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), Vistra Energy Corp., a Delaware corporation (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 that certain Indenture (as supplemented and amended, the “Indenture”), dated as of May 20, 2013, among the Company (as successor by merger to Dynegy Inc.), the Subsidiary Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $500,000,000 of 5.875% Senior Notes due 2023 (the “Notes”);
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 Sections 4.07 and 9.01 of the Indenture, 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 Indenture.
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 Indenture. In furtherance of the foregoing, each of the Guaranteeing Subsidiaries shall be deemed a Subsidiary Guarantor for purposes of Article 10 of the Indenture, including, without limitation, Section 10.02 thereof.
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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]


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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.
AMBIT HOLDINGS, LLC
AMBIT HOLDINGS US, LLC
AMBIT ENERGY HOLDINGS, LLC
BLUENET HOLDINGS, LLC
AMBIT MARKETING, LLC
AMBIT MANAGEMENT, LLC
AMBIT NEW YORK, LLC
AMBIT ILLINOIS, LLC
AMBIT CALIFORNIA, LLC
AMBIT SOUTHEAST, LLC
AMBIT TEXAS, LLC
AMBIT NORTHEAST, LLC
AMBIT OHIO, LLC
AMBIT MIDWEST, LLC
AMBIT SOUTHWEST, LLC,
AMBIT HOLDINGS US, LLC
AMBIT ENERGY HOLDINGS, LLC
BLUENET HOLDINGS, LLC
AMBIT MARKETING, LLC
AMBIT MANAGEMENT, LLC
AMBIT NEW YORK, LLC
AMBIT ILLINOIS, LLC
AMBIT CALIFORNIA, LLC
AMBIT SOUTHEAST, LLC
AMBIT TEXAS, LLC
AMBIT NORTHEAST, LLC
AMBIT OHIO, LLC
AMBIT MIDWEST, LLC
AMBIT SOUTHWEST, LLC,
as the Guaranteeing Subsidiaries

By: /s/ Kristopher E. Moldovan       
Name: Kristopher E. Moldovan
Title: Senior Vice President and Treasurer

[Signature Page to Thirteenth Supplemental Indenture]


VISTRA ENERGY CORP.,
as the Company
By: /s/ Kristopher E. Moldovan 
Name: Kristopher E. Moldovan
Title: Senior Vice President and Treasurer

[Signature Page to Thirteenth Supplemental Indenture]


ANP BELLINGHAM ENERGY COMPANY, LLCILLINOIS POWER MARKETING COMPANY
ANP BLACKSTONE ENERGY COMPANY, LLCILLINOIS POWER RESOURCES GENERATING, LLC
BIG BROWN POWER COMPANY LLCILLINOIS POWER RESOURCES, LLC
BIG SKY GAS, LLCILLINOVA CORPORATION
BIG SKY GAS HOLDINGS, LLCIPH, LLC
BRIGHTSIDE SOLAR, LLCKINCAID GENERATION, L.L.C.
CALUMET ENERGY TEAM, LLCLA FRONTERA HOLDINGS, LLC
CASCO BAY ENERGY COMPANY, LLCLAKE ROAD GENERATING COMPANY, LLC
CINCINNATI BELL ENERGY, LLCLIBERTY ELECTRIC POWER, LLC
COFFEEN AND WESTERN RAILROAD COMPANYLONE STAR ENERGY COMPANY, INC.
COLETO CREEK POWER, LLCLONE STAR PIPELINE COMPANY, INC.
COMANCHE PEAK POWER COMPANY LLCLUMINANT ENERGY COMPANY LLC
CORE SOLAR SPV I, LLCLUMINANT ENERGY TRADING CALIFORNIA COMPANY
CRIUS ENERGY, LLCLUMINANT ET SERVICES COMPANY LLC
CRIUS ENERGY CORPORATIONLUMINANT GENERATION COMPANY LLC
CRIUS ENERGY MANAGEMENT, LLCLUMINANT MINING COMPANY LLC
CRIUS ENERGY MANAGEMENT 2, LLCMASSPOWER, LLC
CRIUS SOLAR FULFILLMENT, LLCMIDLOTHIAN ENERGY, LLC
CRIUS SOLAR HOLDINGS, LLCMILFORD POWER COMPANY, LLC
CRIUS SOLAR, LLCMOSS LANDING ENERGY STORAGE 1, LLC
DALLAS POWER & LIGHT COMPANY, INC.NCA RESOURCES DEVELOPMENT COMPANY LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANYNEPCO SERVICES COMPANY
DYNEGY ASSOCIATES NORTHEAST LP, INC.NORTHEASTERN POWER COMPANY
DYNEGY COAL GENERATION, LLCOAK GROVE MANAGEMENT COMPANY LLC
DYNEGY COAL HOLDCO, LLCONTELAUNEE POWER OPERATING COMPANY, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.PLEASANTS ENERGY, LLC
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLCPEOPLE’S CHOICE ENERGY, LLC
DYNEGY CONESVILLE, LLCPUBLIC POWER & UTILITY OF MARYLAND, LLC
DYNEGY DICKS CREEK, LLCPUBLIC POWER & UTILITY OF NY, INC.
DYNEGY ENERGY SERVICES (EAST), LLC
PUBLIC POWER, LLC (a Connecticut limited liability company)
DYNEGY ENERGY SERVICES, LLC
PUBLIC POWER, LLC (PA ###-###-####, a Pennsylvania limited liability company)
DYNEGY FAYETTE II, LLCREGIONAL ENERGY HOLDINGS, INC.
DYNEGY GAS IMPORTS, LLCRICHLAND-STRYKER GENERATION LLC
DYNEGY HANGING ROCK II, LLCSANDOW POWER COMPANY LLC
DYNEGY KENDALL ENERGY, LLCSITHE ENERGIES, INC.
DYNEGY KILLEN, LLCSITHE/INDEPENDENCE LLC
DYNEGY MARKETING AND TRADE, LLCSOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
DYNEGY MIAMI FORT, LLCTEXAS ELECTRIC SERVICE COMPANY, INC.
DYNEGY MIDWEST GENERATION, LLCTEXAS ENERGY INDUSTRIES COMPANY, INC.
DYNEGY MORRO BAY, LLCTEXAS POWER & LIGHT COMPANY, INC.
DYNEGY MOSS LANDING, LLCTEXAS UTILITIES COMPANY, INC.
DYNEGY NORTHEAST GENERATION GP, INC.TEXAS UTILITIES ELECTRIC COMPANY, INC.
DYNEGY OAKLAND, LLCTRIEAGLE 1, LLC
DYNEGY OPERATING COMPANYTRIEAGLE 2, LLC
[Signature Page to Thirteenth Supplemental Indenture]


DYNEGY POWER GENERATION INC.TRIEAGLE ENERGY LP
DYNEGY POWER MARKETING, LLCTXU ELECTRIC COMPANY, INC.
DYNEGY POWER, LLCTXU ENERGY RETAIL COMPANY LLC
DYNEGY RESOURCE II, LLCTXU RETAIL SERVICES COMPANY
DYNEGY RESOURCES GENERATING HOLDCO, LLCUPTON COUNTY SOLAR 2, LLC
DYNEGY SOUTH BAY, LLCVALUE BASED BRANDS LLC
DYNEGY STUART, LLCVIRIDIAN ENERGY, LLC
DYNEGY WASHINGTON II, LLCVIRIDIAN ENERGY PA LLC
DYNEGY ZIMMER, LLCVIRIDIAN ENERGY NY, LLC
EMERALD GROVE SOLAR, LLCVIRIDIAN NETWORK, LLC
ENERGY REWARDS, LLCVISTRA ASSET COMPANY LLC
ENERGY SOLUTIONS GROUP, LLCVISTRA CORPORATE SERVICES COMPANY
ENNIS POWER COMPANY, LLCVISTRA EP PROPERTIES COMPANY
EQUIPOWER RESOURCES CORP.VISTRA FINANCE CORP.
EVERYDAY ENERGY NJ, LLCVISTRA INSURANCE SOLUTIONS LLC
EVERYDAY ENERGY, LLCVISTRA INTERMEDIATE COMPANY LLC
GENERATION SVC COMPANYVISTRA OPERATIONS COMPANY LLC
HALLMARK SOLAR, LLCVISTRA PREFERRED INC.
HAVANA DOCK ENTERPRISES, LLCVOLT ASSET COMPANY, INC.
HAYS ENERGY, LLCWHARTON COUNTY GENERATION, LLC
HOPEWELL POWER GENERATION, LLCWISE COUNTY POWER COMPANY, LLC
ILLINOIS POWER GENERATING COMPANY
WISE-FUELS PIPELINE, INC.,
as the Subsidiary Guarantors



By: /s/ Kristopher E. Moldovan   
Name: Kristopher E. Moldovan
Title: Senior Vice President and Treasurer


[Signature Page to Thirteenth Supplemental Indenture]


WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee
By: /s/ Shawn Goffinet    
Name: Shawn Goffinet
Title: Assistant Vice President
[Signature Page to Thirteenth Supplemental Indenture]


SCHEDULE I
SUBSIDIARY GUARANTORS
NameJurisdiction
Ambit Holdings, LLCTexas
Ambit Holdings US, LLCTexas
Ambit Energy Holdings, LLCTexas
BlueNet Holdings, LLCDelaware
Ambit Marketing, LLCTexas
Ambit Management, LLCTexas
Ambit New York, LLCNew York
Ambit Illinois, LLCIllinois
Ambit California, LLCDelaware
Ambit Southeast, LLCDelaware
Ambit Texas, LLCTexas
Ambit Northeast, LLCDelaware
Ambit Ohio, LLCOhio
Ambit Midwest, LLCDelaware
Ambit Southwest, LLCDelaware

Sch-I-1