Fourth Supplemental Indenture to the 5.500% Senior Notes due 2026, dated March 26, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

Contract Categories: Business Finance - Indenture Agreements
EX-4.6 7 vistra-20200331xex46.htm FOURTH SUPPLEMENTAL INDENTURE TO THE 2026 (5.500%) NOTES INDENTURE Document

Exhibit 4.6
FOURTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 26, 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 that certain Indenture (as supplemented and amended, the “Indenture”), dated as of August 22, 2018, among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,000,000,000 of 5.500% Senior Secured Notes due 2026 (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 Fourth 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 Fourth Supplemental Indenture]


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


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


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