Eighth Supplemental Indenture for the 5.500% Senior Notes due 2026, dated December 28, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

Contract Categories: Business Finance - Indenture Agreements
EX-4.11 3 vistra-20211231xex411.htm EIGHTH SUPPLEMENTAL INDENTURE TO THE 2026 (5.500%) NOTES INDENTURE Document

Exhibit 4.11
EIGHTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 28, 2021, among the subsidiary guarantor listed on Schedule I hereto (the “Guaranteeing Subsidiary”), 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 Notes due 2026 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary 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 Subsidiary, 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. The Guaranteeing Subsidiary 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. The Guaranteeing Subsidiary 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, the Guaranteeing Subsidiary shall be deemed a Subsidiary Guarantor for purposes of Article 10 of the Indenture, 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.
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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 Subsidiary 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 WSHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first written above.

ANGUS SOLAR, LLC,
as the Guaranteeing Subsidiary


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

[Signature Page to Eighth 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 Eighth Supplemental Indenture]



AMBIT CALIFORNIA, LLCLUMINANT ET SERVICES COMPANY LLC
AMBIT ENERGY HOLDINGS, LLCLUMINANT GAS IMPORTS LLC
AMBIT HOLDINGS, LLCLUMINANT GENERATION COMPANY LLC
AMBIT ILLINOIS, LLCLUMINANT MINING COMPANY LLC
AMBIT MARKETING, LLCLUMINANT POWER GENERATION INC.
AMBIT MIDWEST, LLCLUMINANT POWER LLC
AMBIT NEW YORK, LLCMASSPOWER, LLC
AMBIT NORTHEAST, LLCMIAMI FORT POWER COMPANY LLC
AMBIT TEXAS, LLCMIDLOTHIAN ENERGY, LLC
BELLINGHAM POWER GENERATION LLCMILFORD POWER COMPANY, LLC
BIG BROWN POWER COMPANY LLCMORRO BAY ENERGY STORAGE 1, LLC
BIG SKY GAS, LLCMORRO BAY ENERGY STORAGE 2, LLC
BIG SKY GAS HOLDINGS, LLCMORRO BAY POWER COMPANY LLC
BLACKSTONE POWER GENERATION LLCMOSS LANDING ENERGY STORAGE 1, LLC
BLUENET HOLDINGS, LLCMOSS LANDING ENERGY STORAGE 2, LLC
BRIGHTSIDE SOLAR, LLCMOSS LANDING ENERGY STORAGE 3, LLC
CALUMET ENERGY TEAM, LLCMOSS LANDING ENERGY STORAGE 4, LLC
CASCO BAY ENERGY COMPANY, LLCMOSS LANDING POWER COMPANY LLC
CINCINNATI BELL ENERGY LLC
NCA RESOURCES DEVELOPMENT COMPANY LLC
COFFEEN AND WESTERN RAILROAD COMPANYNEPCO SERVICES COMPANY
COLETO CREEK POWER, LLCNORTHEASTERN POWER COMPANY
COLETO CREEK ENERGY STORAGE LLCOAK GROVE MANAGEMENT COMPANY LLC
COMANCHE PEAK POWER COMPANY LLCOAK HILL SOLAR LLC
CORE SOLAR SPV I, LLCOAKLAND ENERGY STORAGE 1, LLC
CRIUS ENERGY, LLCOAKLAND ENERGY STORAGE 2, LLC
CRIUS ENERGY CORPORATIONOAKLAND ENERGY STORAGE 3, LLC
CRIUS SOLAR FULFILLMENT, LLC
OAKLAND POWER COMPANY LLC
DALLAS POWER & LIGHT COMPANY, INC.ONTELAUNEE POWER OPERATING COMPANY, LLC
DICKS CREEK POWER COMPANY 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 CONESVILLE, LLC
PUBLIC POWER, LLC (a Connecticut limited liability company)
DYNEGY ENERGY SERVICES (EAST), LLC
PUBLIC POWER, LLC (a Pennsylvania limited liability company)
DYNEGY ENERGY SERVICES, LLCREGIONAL ENERGY HOLDINGS, INC.
DYNEGY KILLEN, LLCRICHLAND-STRYKER GENERATION LLC
DYNEGY MARKETING AND TRADE, LLCSANDOW POWER COMPANY LLC
DYNEGY MIDWEST GENERATION, LLCSAYREVILLE POWER GP INC.
DYNEGY OPERATING COMPANYSAYREVILLE POWER HOLDINGS LLC
DYNEGY POWER MARKETING, LLCSAYREVILLE POWER GENERATION LP
DYNEGY RESOURCES GENERATING HOLDCO, LLCSITHE ENERGIES, INC.
DYNEGY SOUTH BAY, LLCSITHE/INDEPENDENCE LLC
DYNEGY STUART, LLCSOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
EMERALD GROVE SOLAR, LLCTEXAS ELECTRIC SERVICE COMPANY, INC.
ENERGY REWARDS, LLCTEXAS ENERGY INDUSTRIES COMPANY, INC.
ENNIS POWER COMPANY, LLCTEXAS POWER & LIGHT COMPANY, INC.
EQUIPOWER RESOURCES CORP.TEXAS UTILITIES COMPANY, INC.
EVERYDAY ENERGY NJ, LLCTEXAS UTILITIES ELECTRIC COMPANY, INC.
EVERYDAY ENERGY, LLCTRIEAGLE 1, LLC
FAYETTE POWER COMPANY LLCTRIEAGLE 2, LLC

[Signature Page to Eighth Supplemental Indenture]


FOREST GROVE SOLAR LLCTRIEAGLE ENERGY LP
GENERATION SVC COMPANYTRINIDAD POWER STORAGE LLC
HALLMARK SOLAR, LLCTXU ELECTRIC COMPANY, INC.
HANGING ROCK POWER COMPANY LLCTXU ENERGY RETAIL COMPANY LLC
HAYS ENERGY, LLCTXU RETAIL SERVICES COMPANY
HOPEWELL POWER GENERATION, LLCUPTON COUNTY SOLAR 2, LLC
ILLINOIS POWER GENERATING COMPANYVALUE BASED BRANDS LLC
ILLINOIS POWER MARKETING COMPANYVIRIDIAN ENERGY, LLC
ILLINOIS POWER RESOURCES GENERATING, LLCVIRIDIAN ENERGY PA LLC
ILLINOIS POWER RESOURCES, LLCVIRIDIAN ENERGY NY, LLC
ILLINOVA CORPORATIONVIRIDIAN INTERNATIONAL MANAGEMENT LLC
IPH, LLCVIRIDIAN NETWORK, LLC
KINCAID GENERATION, L.L.C.VISTRA ASSET COMPANY LLC
KENDALL POWER COMPANY LLCVISTRA CORPORATE SERVICES COMPANY
LA FRONTERA HOLDINGS, LLCVISTRA EP PROPERTIES COMPANY
LAKE ROAD GENERATING COMPANY, LLCVISTRA FINANCE CORP.
LIBERTY ELECTRIC POWER, LLCVISTRA INSURANCE SOLUTIONS LLC
LONE STAR ENERGY COMPANY, INC.VISTRA PREFERRED INC.
LONE STAR PIPELINE COMPANY, INC.VISTRA ZERO LLC
LUMINANT ADMINISTRATIVE SERVICES COMPANYVOLT ASSET COMPANY, INC.
LUMINANT COAL GENERATION LLCWASHINGTON POWER GENERATION LLC
LUMINANT COMMERCIAL ASSET MANAGEMENT LLCWISE COUNTY POWER COMPANY, LLC
LUMINANT ENERGY COMPANY LLCWISE-FUELS PIPELINE, INC.
LUMINANT ENERGY TRADING CALIFORNIA COMPANYZIMMER POWER COMPANY LLC
as the Subsidiary Guarantors



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



[Signature Page to Eighth Supplemental Indenture]


WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee


By: /s/ Christopher Spinelli        
Name: Christopher Spinelli
Title: Vice President


[Signature Page to Eighth Supplemental Indenture]


SCHEDULE I
SUBSIDIARY GUARANTOR
NameJurisdiction
Angus Solar, LLCTexas


Sch-I-1