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.
1
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]
2
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
Title: Senior Vice President and Treasurer
[Signature Page to First Supplemental Indenture]
VISTRA OPERATIONS COMPANY LLC,
as the Company
as the Company
By: /s/ KRISTOPHER E. MOLDOVAN
Name: Kristopher E. Moldovan
Title: Senior Vice President and Treasurer
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
Title: Senior Vice President and Treasurer
[Signature Page to Tenth Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee
as the Trustee
By: /s/ SHAWN GOFFINET
Name: Shawn Goffinet
Title: Assistant Vice President
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