First Supplemental Indenture for the 5.000% Senior Notes due 2027, dated August 30, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

Contract Categories: Business Finance - Indenture Agreements
EX-4.7 8 vistra20190930ex47.htm FIRST SUPPLEMENTAL INDENTURE FOR THE 5.000% SENIOR NOTES DUE 2027 Exhibit


Exhibit 4.7
FIRST SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 30, 2019, 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 (the “Indenture”), dated as of June 21, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,300,000,000 of 5.00% Senior Notes due 2027 (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.
CORE SOLAR SPV I, LLC
MOSS LANDING ENERGY STORAGE 1, LLC
VISTRA INSURANCE SOLUTIONS LLC
VOLT ASSET COMPANY, INC.
VOLT VENTURES LLC,
as the Guaranteeing Subsidiaries

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



[Signature Page to First 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 First Supplemental Indenture]




ANP BELLINGHAM ENERGY COMPANY, LLC
ILLINOIS POWER RESOURCES GENERATING, LLC
ANP BLACKSTONE ENERGY COMPANY, LLC
ILLINOIS POWER RESOURCES, LLC
BIG BROWN POWER COMPANY LLC
ILLINOVA CORPORATION
CALUMET ENERGY TEAM, LLC
IPH, LLC
CASCO BAY ENERGY COMPANY, LLC
KINCAID GENERATION, L.L.C.
COFFEEN AND WESTERN RAILROAD COMPANY
LA FRONTERA HOLDINGS, LLC
COLETO CREEK POWER, LLC
LAKE ROAD GENERATING COMPANY, LLC
COMANCHE PEAK POWER COMPANY LLC
LIBERTY ELECTRIC POWER, LLC
DALLAS POWER & LIGHT COMPANY, INC.
LONE STAR ENERGY COMPANY, INC.
DYNEGY ADMINISTRATIVE SERVICES COMPANY
LONE STAR PIPELINE COMPANY, INC.
DYNEGY ASSOCIATES NORTHEAST LP, INC.
LUMINANT ENERGY COMPANY LLC
DYNEGY COAL GENERATION, LLC
LUMINANT ENERGY TRADING CALIFORNIA COMPANY
DYNEGY COAL HOLDCO, LLC
LUMINANT ET SERVICES COMPANY LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
LUMINANT GENERATION COMPANY LLC
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
LUMINANT MINING COMPANY LLC
DYNEGY CONESVILLE, LLC
MASSPOWER, LLC
DYNEGY DICKS CREEK, LLC
MIDLOTHIAN ENERGY, LLC
DYNEGY ENERGY SERVICES (EAST), LLC
MILFORD POWER COMPANY, LLC
DYNEGY ENERGY SERVICES, LLC
NCA RESOURCES DEVELOPMENT COMPANY LLC
DYNEGY FAYETTE II, LLC
NEPCO SERVICES COMPANY
DYNEGY GAS IMPORTS, LLC
NORTHEASTERN POWER COMPANY
DYNEGY HANGING ROCK II, LLC
OAK GROVE MANAGEMENT COMPANY LLC
DYNEGY KENDALL ENERGY, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
DYNEGY KILLEN, LLC
PLEASANTS ENERGY, LLC
DYNEGY MARKETING AND TRADE, LLC
RICHLAND-STRYKER GENERATION LLC
DYNEGY MIAMI FORT, LLC
SANDOW POWER COMPANY LLC
DYNEGY MIDWEST GENERATION, LLC
SITHE ENERGIES, INC.
DYNEGY MORRO BAY, LLC
SITHE/INDEPENDENCE LLC
DYNEGY MOSS LANDING, LLC
SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
DYNEGY NORTHEAST GENERATION GP, INC.
TEXAS ELECTRIC SERVICE COMPANY, INC.
DYNEGY OAKLAND, LLC
TEXAS ENERGY INDUSTRIES COMPANY, INC.
DYNEGY OPERATING COMPANY
TEXAS POWER & LIGHT COMPANY, INC.
DYNEGY POWER GENERATION INC.
TEXAS UTILITIES COMPANY, INC.
DYNEGY POWER MARKETING, LLC
TEXAS UTILITIES ELECTRIC COMPANY, INC.
DYNEGY POWER, LLC
T-FUELS, LLC
DYNEGY RESOURCE II, LLC
TXU ELECTRIC COMPANY, INC.
DYNEGY RESOURCES GENERATING HOLDCO, LLC
TXU ENERGY RETAIL COMPANY LLC
DYNEGY SOUTH BAY, LLC
TXU RETAIL SERVICES COMPANY
DYNEGY STUART, LLC
UPTON COUNTY SOLAR 2, LLC
DYNEGY WASHINGTON II, LLC
VALUE BASED BRANDS LLC
DYNEGY ZIMMER, LLC
VISTRA ASSET COMPANY LLC
ENNIS POWER COMPANY, LLC
VISTRA CORPORATE SERVICES COMPANY
EQUIPOWER RESOURCES CORP.
VISTRA EP PROPERTIES COMPANY
GENERATION SVC COMPANY
VISTRA FINANCE CORP.
HAVANA DOCK ENTERPRISES, LLC
VISTRA PREFERRED INC.
HAYS ENERGY, LLC
WHARTON COUNTY GENERATION, LLC

[Signature Page to First Supplemental Indenture]




HOPEWELL POWER GENERATION, LLC
WISE COUNTY POWER COMPANY, LLC
ILLINOIS POWER GENERATING COMPANY
WISE-FUELS PIPELINE, INC.,
ILLINOIS POWER MARKETING COMPANY
as the Subsidiary Guarantors
 
 
 
 
 
 
By:/s/ KRISTOPHER E. MOLDOVAN    
Name: Kristopher E. Moldovan
Title: Senior Vice President and Treasurer




[Signature Page to Tenth Supplemental Indenture]




WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee
By: /s/ SHAWN GOFFINET    
Name: Shawn Goffinet
Title: Assistant Vice President


[Signature Page to First Supplemental Indenture]




SCHEDULE I
SUBSIDIARY GUARANTORS
Name
Jurisdiction
Core Solar SPV I, LLC
Delaware
Moss Landing Energy Storage 1, LLC
Delaware
Vistra Insurance Solutions LLC
Texas
Volt Asset Company, Inc.
Delaware
Volt Ventures LLC
Texas




Sch-I-1