Sixth Supplemental Indenture for the 5.500% Senior Notes due 2026, dated January 8, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

Contract Categories: Business Finance - Indenture Agreements
EX-4.9 4 vistra-20201231xex49.htm SIXTH SUPPLEMENTAL INDENTURE TO THE 2026 (5.500%) NOTES INDENTURE Document
Exhibit 4.9

SIXTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 8, 2021, 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.
COLETO CREEK ENERGY STORAGE LLC
FOREST GROVE SOLAR LLC
MORRO BAY ENERGY STORAGE 1, LLC
MORRO BAY ENERGY STORAGE 2, LLC
MOSS LANDING ENERGY STORAGE 3, LLC
MOSS LANDING ENERGY STORAGE 4, LLC
OAK HILL SOLAR LLC
OAKLAND ENERGY STORAGE 1, LLC
OAKLAND ENERGY STORAGE 2, LLC
OAKLAND ENERGY STORAGE 3, LLC
RENEWABLE ENERGY VENTURES, LLC
TRINIDAD POWER STORAGE LLC,
as the Guaranteeing Subsidiaries


By:     /s/ Kristopher E. Moldovan        
Name: Kristopher E. Moldovan
Title: Senior Vice President and Treasurer
[Signature Page to Sixth 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 Sixth Supplemental Indenture]



AMBIT CALIFORNIA, LLCKINCAID GENERATION, L.L.C.
AMBIT ENERGY HOLDINGS, LLCLA FRONTERA HOLDINGS, LLC
AMBIT HOLDINGS, LLCLAKE ROAD GENERATING COMPANY, LLC
AMBIT ILLINOIS, LLCLIBERTY ELECTRIC POWER, LLC
AMBIT MARKETING, LLCLONE STAR ENERGY COMPANY, INC.
AMBIT MIDWEST, LLCLONE STAR PIPELINE COMPANY, INC.
AMBIT NEW YORK, LLCLUMINANT ENERGY COMPANY LLC
AMBIT NORTHEAST, LLCLUMINANT ENERGY TRADING CALIFORNIA COMPANY
AMBIT TEXAS, LLCLUMINANT ET SERVICES COMPANY LLC
ANP BELLINGHAM ENERGY COMPANY, LLCLUMINANT GENERATION COMPANY LLC
ANP BLACKSTONE ENERGY COMPANY, LLCLUMINANT MINING COMPANY LLC
BIG BROWN POWER COMPANY LLCLUMINANT POWER GENERATION INC.
BIG SKY GAS, LLCLUMINANT POWER LLC
BIG SKY GAS HOLDINGS, LLCMASSPOWER, LLC
BLUENET HOLDINGS, LLCMIDLOTHIAN ENERGY, LLC
BRIGHTSIDE SOLAR, LLCMILFORD POWER COMPANY, LLC
CALUMET ENERGY TEAM, LLCMORRO BAY POWER COMPANY LLC
CASCO BAY ENERGY COMPANY, LLCMOSS LANDING ENERGY STORAGE 1, LLC
CINCINNATI BELL ENERGY LLCMOSS LANDING ENERGY STORAGE 2, LLC
COFFEEN AND WESTERN RAILROAD COMPANYMOSS LANDING POWER COMPANY LLC
COLETO CREEK POWER, LLCNCA RESOURCES DEVELOPMENT COMPANY LLC
COMANCHE PEAK POWER COMPANY LLCNEPCO SERVICES COMPANY
CORE SOLAR SPV I, LLCNORTHEASTERN POWER COMPANY
CRIUS ENERGY, LLCNORTH JERSEY ENERGY HOLDINGS, LLC
CRIUS ENERGY CORPORATIONNORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
CRIUS SOLAR FULFILLMENT, LLCOAK GROVE MANAGEMENT COMPANY LLC
DALLAS POWER & LIGHT COMPANY, INC.OAKLAND POWER COMPANY LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANYONTELAUNEE POWER OPERATING COMPANY, LLC
DYNEGY COAL GENERATION, LLCPLEASANTS ENERGY, LLC
DYNEGY COAL HOLDCO, LLCPUBLIC POWER & UTILITY OF MARYLAND, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.PUBLIC POWER & UTILITY OF NY, INC.
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
PUBLIC POWER, LLC (a Connecticut limited liability company)
DYNEGY CONESVILLE, LLC
PUBLIC POWER, LLC (a Pennsylvania limited liability company)
DYNEGY DICKS CREEK, LLCRENEWABLE ENERGY VENTURES, LLC
DYNEGY ENERGY SERVICES (EAST), LLCREGIONAL ENERGY HOLDINGS, INC.
DYNEGY ENERGY SERVICES, LLCRICHLAND-STRYKER GENERATION LLC
DYNEGY FAYETTE II, LLCSANDOW POWER COMPANY LLC
DYNEGY GAS IMPORTS, LLCSITHE ENERGIES, INC.
DYNEGY HANGING ROCK II, LLCSITHE/INDEPENDENCE LLC
DYNEGY KENDALL ENERGY, LLCSOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
[Signature Page to Sixth Supplemental Indenture]


DYNEGY KILLEN, LLCTEXAS ELECTRIC SERVICE COMPANY, INC.
DYNEGY MARKETING AND TRADE, LLCTEXAS ENERGY INDUSTRIES COMPANY, INC.
DYNEGY MIAMI FORT, LLCTEXAS POWER & LIGHT COMPANY, INC.
DYNEGY MIDWEST GENERATION, LLCTEXAS UTILITIES COMPANY, INC.
DYNEGY NORTHEAST GENERATION GP, INC.TEXAS UTILITIES ELECTRIC COMPANY, INC.
DYNEGY OPERATING COMPANYTRIEAGLE 1, LLC
DYNEGY POWER MARKETING, LLCTRIEAGLE 2, LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLCTRIEAGLE ENERGY LP
DYNEGY SOUTH BAY, LLCTXU ELECTRIC COMPANY, INC.
DYNEGY STUART, LLCTXU ENERGY RETAIL COMPANY LLC
DYNEGY WASHINGTON II, LLCTXU RETAIL SERVICES COMPANY
DYNEGY ZIMMER, LLCUPTON COUNTY SOLAR 2, LLC
EMERALD GROVE SOLAR, LLCVALUE BASED BRANDS LLC
ENERGY REWARDS, LLCVIRIDIAN ENERGY, LLC
ENNIS POWER COMPANY, LLCVIRIDIAN ENERGY PA LLC
EQUIPOWER RESOURCES CORP.VIRIDIAN ENERGY NY, LLC
EVERYDAY ENERGY NJ, LLCVIRIDIAN NETWORK, LLC
EVERYDAY ENERGY, LLCVISTRA ASSET COMPANY LLC
GENERATION SVC COMPANYVISTRA CORPORATE SERVICES COMPANY
HALLMARK SOLAR, LLCVISTRA EP PROPERTIES COMPANY
HAYS ENERGY, LLCVISTRA FINANCE CORP.
HOPEWELL POWER GENERATION, LLCVISTRA INSURANCE SOLUTIONS LLC
ILLINOIS POWER GENERATING COMPANYVISTRA PREFERRED INC.
ILLINOIS POWER MARKETING COMPANYVOLT ASSET COMPANY, INC.
ILLINOIS POWER RESOURCES GENERATING, LLCWHARTON COUNTY GENERATION, LLC
ILLINOIS POWER RESOURCES, LLCWISE COUNTY POWER COMPANY, LLC
ILLINOVA CORPORATION
WISE-FUELS PIPELINE, INC.,
IPH, LLC
as the Subsidiary Guarantors



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


[Signature Page to Sixth Supplemental Indenture]



WILMINGTON TRUST, NATIONAL ASSOCIATION
as the Trustee

By: /s/ Barry D. Somrock
Name: Barry D. Somrock
Title: Vice President

[Signature Page to Sixth Supplemental Indenture]


SCHEDULE I
SUBSIDIARY GUARANTORS
NameJurisdiction
Coleto Creek Energy Storage LLCDelaware
Forest Grove Solar LLCDelaware
Morro Bay Energy Storage 1, LLCDelaware
Morro Bay Energy Storage 2, LLCDelaware
Moss Landing Energy Storage 3, LLCDelaware
Moss Landing Energy Storage 4, LLCDelaware
Oak Hill Solar LLCDelaware
Oakland Energy Storage 1, LLCDelaware
Oakland Energy Storage 2, LLCDelaware
Oakland Energy Storage 3, LLCDelaware
Renewable Energy Ventures, LLCDelaware
Trinidad Power Storage LLCDelaware




Sch-I-1