Amendment No. 1 to Registration Rights Agreement dated as of August 22, 2018, by and among the Company and the Guarantors (as defined therein)

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

August 22, 2018

This Amendment No. 1 to Registration Rights Agreement (this “Amendment”) is entered into by Vistra Energy Corp., a Delaware corporation and successor-by-merger to Dynegy Inc. (the “Company”) and the Guarantors (as defined in the Registration Rights Agreement (as defined below)).

RECITALS:

WHEREAS, reference is hereby made to that certain Registration Rights Agreement, dated as of August 21, 2017, by and among the Company (as successor-by-merger to Dynegy Inc.), the subsidiary guarantors party thereto and Goldman Sachs & Co. LLC, as representative of the initial purchasers identified therein (the “Registration Rights Agreement”), which provides holders of the Notes with certain registration rights;

WHEREAS, capitalized terms used but not defined herein shall have the definitions given such terms in the Registration Rights Agreement;

WHEREAS, it has been proposed that the Registration Rights Agreement be amended to delete Sections 2(b), 2(c) and 2(d) thereof;

WHEREAS, pursuant to Section 10 (Amendments and Waivers) of the Registration Rights Agreement, any amendment to Section 2 of the Registration Rights Agreement that does not directly or indirectly affect the rights and obligations of any specific Initial Purchaser requires that the Issuers have obtained the written consent of the Holders of a majority of the aggregate principal amount of the Transfer Restricted Securities outstanding (the “Required Minimum Consent”);

WHEREAS, on August 7, 2018, the Company launched a tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation”) with regard to the Notes, seeking the Required Minimum Consent, which will take the form of executed and returned letters of transmittal or, in the case of Holders that tender Notes and deliver consents by way of the Depository Trust Company’s automated tender offer program, duly transmitted Agent’s Messages (as defined in the Offer to Purchase, dated as of August 7, 2018, in respect of the Tender Offer and Consent Solicitation); and

WHEREAS, Global Bondholder Services Corporation, the tender agent and information agent with regard to the Tender Offer and the Consent Solicitation, has provided the Company with the certificate attached hereto as Exhibit A, reflecting the receipt of the Required Minimum Consent from Holders in connection with the Tender Offer and Consent Solicitation;

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

AGREEMENT:

1. Each of Sections 2(b), 2(c) and 2(d) of the Registration Rights Agreement are hereby deleted in their entirety and replaced with “[Reserved].”

2. Except as specifically provided in this Amendment, all of the terms of the Registration Rights Agreement shall remain unchanged, are hereby confirmed and remain in full force and effect.

3. Each of Section 10 (Amendments and Waivers), Section 11 (Notices), Section 12 (Remedies), Section 13 (Successors and Assigns), Section 14 (Counterparts), Section 15 (Headings), Section 16 (Applicable Law; Jurisdiction) and Section 17 (Severability) of the Registration Rights Agreement applies, mutatis mutandis, to this Amendment as if set forth directly herein.

[Signature Pages Follow]

2

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.

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EXHIBIT A

Certificate of Global Bondholder Services Corporation

See attached.