Seventh Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of October 7, 2020, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee

Contract Categories: Business Finance - Indenture Agreements
EX-4.41 9 vistra-20201231xex441.htm SEVENTH SUPPLEMENTAL INDENTURE TO THE 2024, 2027 AND 2029 NOTES INDENTURE Document
Exhibit 4.41
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
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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]


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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.
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]

Exhibit 4.41
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, LLCEVERYDAY ENERGY NJ, LLC
AMBIT ENERGY HOLDINGS, LLCEVERYDAY ENERGY, LLC
AMBIT HOLDINGS US, LLCGENERATION SVC COMPANY
AMBIT HOLDINGS, LLCHALLMARK SOLAR, LLC
AMBIT ILLINOIS, LLCHAVANA DOCK ENTERPRISES, LLC
AMBIT MANAGEMENT, LLCHAYS ENERGY, LLC
AMBIT MARKETING, LLCHOPEWELL POWER GENERATION, LLC
AMBIT MIDWEST, LLCILLINOIS POWER GENERATING COMPANY
AMBIT NEW YORK, LLCILLINOIS POWER MARKETING COMPANY
AMBIT NORTHEAST, LLCILLINOIS POWER RESOURCES GENERATING, LLC
AMBIT OHIO, LLCILLINOIS POWER RESOURCES, LLC
AMBIT SOUTHEAST, LLCILLINOVA CORPORATION
AMBIT SOUTHWEST, LLCIPH, LLC
AMBIT TEXAS, LLCKINCAID GENERATION, L.L.C.
ANP BELLINGHAM ENERGY COMPANY, LLCLA FRONTERA HOLDINGS, LLC
ANP BLACKSTONE ENERGY COMPANY, LLCLAKE ROAD GENERATING COMPANY, LLC
BIG BROWN POWER COMPANY LLCLIBERTY ELECTRIC POWER, LLC
BIG SKY GAS, LLCLONE STAR ENERGY COMPANY, INC.
BIG SKY GAS HOLDINGS, LLCLONE STAR PIPELINE COMPANY, INC.
BLUENET HOLDINGS, LLCLUMINANT ENERGY COMPANY LLC
BRIGHTSIDE SOLAR, LLCLUMINANT ENERGY TRADING CALIFORNIA COMPANY
CALUMET ENERGY TEAM, LLCLUMINANT ET SERVICES COMPANY LLC
CASCO BAY ENERGY COMPANY, LLCLUMINANT GENERATION COMPANY LLC
CINCINNATI BELL ENERGY, LLCLUMINANT MINING COMPANY LLC
COFFEEN AND WESTERN RAILROAD COMPANYMASSPOWER, LLC
COLETO CREEK POWER, LLCMIDLOTHIAN ENERGY, LLC
COMANCHE PEAK POWER COMPANY LLCMILFORD POWER COMPANY, LLC
CORE SOLAR SPV I, LLCMOSS LANDING ENERGY STORAGE 1, LLC
CRIUS ENERGY, LLCNCA RESOURCES DEVELOPMENT COMPANY LLC
CRIUS ENERGY CORPORATIONNEPCO SERVICES COMPANY
CRIUS ENERGY MANAGEMENT, LLCNORTHEASTERN POWER COMPANY
CRIUS ENERGY MANAGEMENT 2, LLCOAK GROVE MANAGEMENT COMPANY LLC
CRIUS SOLAR FULFILLMENT, LLCONTELAUNEE POWER OPERATING COMPANY, LLC
CRIUS SOLAR HOLDINGS, LLCPLEASANTS ENERGY, LLC
CRIUS SOLAR, LLCPEOPLE’S CHOICE ENERGY, LLC
DALLAS POWER & LIGHT COMPANY, INC.PUBLIC POWER & UTILITY OF MARYLAND, LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANYPUBLIC 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, LLCREGIONAL ENERGY HOLDINGS, INC.
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.RICHLAND-STRYKER GENERATION LLC
Signature Page to Seventh Supplemental Indenture]


DYNEGY COMMERCIAL ASSET MANAGEMENT, LLCSANDOW POWER COMPANY LLC
DYNEGY CONESVILLE, LLCSITHE ENERGIES, INC.
DYNEGY DICKS CREEK, LLCSITHE/INDEPENDENCE LLC
DYNEGY ENERGY SERVICES (EAST), LLCSOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
DYNEGY ENERGY SERVICES, LLCTEXAS ELECTRIC SERVICE COMPANY, INC.
DYNEGY FAYETTE II, LLCTEXAS ENERGY INDUSTRIES COMPANY, INC.
DYNEGY GAS IMPORTS, LLCTEXAS POWER & LIGHT COMPANY, INC.
DYNEGY HANGING ROCK II, LLCTEXAS UTILITIES COMPANY, INC.
DYNEGY KENDALL ENERGY, LLCTEXAS UTILITIES ELECTRIC COMPANY, INC.
DYNEGY KILLEN, LLCTRIEAGLE 1, LLC
DYNEGY MARKETING AND TRADE, LLCTRIEAGLE 2, LLC
DYNEGY MIAMI FORT, LLCTRIEAGLE ENERGY LP
DYNEGY MIDWEST GENERATION, LLCTXU ELECTRIC COMPANY, INC.
DYNEGY MORRO BAY, LLCTXU ENERGY RETAIL COMPANY LLC
DYNEGY MOSS LANDING, LLCTXU RETAIL SERVICES COMPANY
DYNEGY NORTHEAST GENERATION GP, INC.UPTON COUNTY SOLAR 2, LLC
DYNEGY OAKLAND, LLCVALUE BASED BRANDS LLC
DYNEGY OPERATING COMPANYVIRIDIAN ENERGY, LLC
DYNEGY POWER GENERATION INC.VIRIDIAN ENERGY PA LLC
DYNEGY POWER MARKETING, LLCVIRIDIAN ENERGY NY, LLC
DYNEGY POWER, LLCVIRIDIAN NETWORK, LLC
DYNEGY RESOURCE II, LLCVISTRA ASSET COMPANY LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLCVISTRA CORPORATE SERVICES COMPANY
DYNEGY SOUTH BAY, LLCVISTRA EP PROPERTIES COMPANY
DYNEGY STUART, LLCVISTRA FINANCE CORP.
DYNEGY WASHINGTON II, LLCVISTRA INSURANCE SOLUTIONS LLC
DYNEGY ZIMMER, LLCVISTRA PREFERRED INC.
EMERALD GROVE SOLAR, LLCVOLT ASSET COMPANY, INC.
ENERGY REWARDS, LLCWHARTON COUNTY GENERATION, LLC
ENERGY SOLUTIONS GROUP, LLCWISE 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
NameJurisdiction
Moss Landing Energy Storage 2, LLCDelaware
North Jersey Energy Holdings, LLCDelaware
North Jersey Energy Associates, A Limited PartnershipNew Jersey





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