Seventh Supplemental Indenture to the 2025 Notes Indenture, dated October 25, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

Contract Categories: Business Finance - Indenture Agreements
EX-4.21 3 vistra-20191231xex421.htm SEVENTH SUPPLEMENTAL INDENTURE TO THE 2025 NOTES INDENTURE Document

Exhibit 4.21
SEVENTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 25, 2019, among the subsidiary guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), Vistra Energy Corp., a Delaware corporation (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 October 11, 2016, among the Company, as successor by merger to Dynegy Inc., the Subsidiary Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $750,000,000 of 8.000% Senior Notes due 2025 (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.
BRIGHTSIDE SOLAR, LLC
EMERALD GROVE SOLAR, LLC
HALLMARK SOLAR, 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]



VISTRA ENERGY CORP.,
as the Company

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



[Signature Page to Seventh Supplemental Indenture]



ANP BELLINGHAM ENERGY COMPANY, LLCILLINOVA CORPORATION
ANP BLACKSTONE ENERGY COMPANY, LLCIPH, LLC
BIG BROWN POWER COMPANY LLCKINCAID GENERATION, L.L.C.
CALUMET ENERGY TEAM, LLCLA FRONTERA HOLDINGS, LLC
CASCO BAY ENERGY COMPANY, LLCLAKE ROAD GENERATING COMPANY, LLC
COFFEEN AND WESTERN RAILROAD COMPANYLIBERTY ELECTRIC POWER, LLC
COLETO CREEK POWER, LLCLONE STAR ENERGY COMPANY, INC.
COMANCHE PEAK POWER COMPANY LLCLONE STAR PIPELINE COMPANY, INC.
CORE SOLAR SPV I, LLCLUMINANT ENERGY COMPANY LLC
DALLAS POWER & LIGHT COMPANY, INC.
LUMINANT ENERGY TRADING CALIFORNIA COMPANY
DYNEGY ADMINISTRATIVE SERVICES COMPANYLUMINANT ET SERVICES COMPANY LLC
DYNEGY ASSOCIATES NORTHEAST LP, INC.LUMINANT GENERATION COMPANY LLC
DYNEGY COAL GENERATION, LLCLUMINANT MINING COMPANY LLC
DYNEGY COAL HOLDCO, LLCMASSPOWER, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.MIDLOTHIAN ENERGY, LLC
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLCMILFORD POWER COMPANY, LLC
DYNEGY CONESVILLE, LLCMOSS LANDING ENERGY STORAGE 1, LLC
DYNEGY DICKS CREEK, LLC
NCA RESOURCES DEVELOPMENT COMPANY LLC
DYNEGY ENERGY SERVICES (EAST), LLCNEPCO SERVICES COMPANY
DYNEGY ENERGY SERVICES, LLCNORTHEASTERN POWER COMPANY
DYNEGY FAYETTE II, LLCOAK GROVE MANAGEMENT COMPANY LLC
DYNEGY GAS IMPORTS, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
DYNEGY HANGING ROCK II, LLCPLEASANTS ENERGY, LLC
DYNEGY KENDALL ENERGY, LLCRICHLAND-STRYKER GENERATION LLC
DYNEGY KILLEN, LLCSANDOW POWER COMPANY LLC
DYNEGY MARKETING AND TRADE, LLCSITHE ENERGIES, INC.
DYNEGY MIAMI FORT, LLCSITHE/INDEPENDENCE LLC
DYNEGY MIDWEST GENERATION, LLC
SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
DYNEGY MORRO BAY, LLCTEXAS ELECTRIC SERVICE COMPANY, INC.
DYNEGY MOSS LANDING, LLCTEXAS ENERGY INDUSTRIES COMPANY, INC.
DYNEGY NORTHEAST GENERATION GP, INC.TEXAS POWER & LIGHT COMPANY, INC.
DYNEGY OAKLAND, LLCTEXAS UTILITIES COMPANY, INC.
DYNEGY OPERATING COMPANYTEXAS UTILITIES ELECTRIC COMPANY, INC.
DYNEGY POWER GENERATION INC.T-FUELS, LLC
DYNEGY POWER MARKETING, LLCTXU ELECTRIC COMPANY, INC.
DYNEGY POWER, LLCTXU ENERGY RETAIL COMPANY LLC
DYNEGY RESOURCE II, LLCTXU RETAIL SERVICES COMPANY
DYNEGY RESOURCES GENERATING HOLDCO, LLCUPTON COUNTY SOLAR 2, LLC
DYNEGY SOUTH BAY, LLCVALUE BASED BRANDS LLC
DYNEGY STUART, LLCVISTRA ASSET COMPANY LLC
DYNEGY WASHINGTON II, LLCVISTRA CORPORATE SERVICES COMPANY
DYNEGY ZIMMER, LLCVISTRA EP PROPERTIES COMPANY
ENNIS POWER COMPANY, LLCVISTRA FINANCE CORP.
EQUIPOWER RESOURCES CORP.VISTRA INSURANCE SOLUTIONS LLC
GENERATION SVC COMPANYVISTRA INTERMEDIATE COMPANY LLC
HAVANA DOCK ENTERPRISES, LLCVISTRA OPERATIONS COMPANY LLC
HAYS ENERGY, LLCVISTRA PREFERRED INC.
HOPEWELL POWER GENERATION, LLCVOLT ASSET COMPANY, INC.
[Signature Page to Seventh Supplemental Indenture]



ILLINOIS POWER GENERATING COMPANYVOLT VENTURES LLC
ILLINOIS POWER MARKETING COMPANYWHARTON COUNTY GENERATION, LLC
ILLINOIS POWER RESOURCES GENERATING, LLCWISE COUNTY POWER COMPANY, LLC
ILLINOIS POWER RESOURCES, LLC
 WISE-FUELS PIPELINE, INC.,
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 Seventh Supplemental Indenture]



SCHEDULE I
SUBSIDIARY GUARANTORS
Name
Jurisdiction
Brightside Solar, LLC
Texas
Emerald Grove Solar, LLC
Delaware
Hallmark Solar, LLC
Texas


Sch-I-1