Second Supplemental Indenture for the 5.625% Senior Notes due 2027, dated October 25, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee

Contract Categories: Business Finance - Indenture Agreements
EX-4.41 6 vistra-20191231xex441.htm SECOND SUPPLEMENTAL INDENTURE TO THE 2027 (5.625%) NOTES INDENTURE Document

Exhibit 4.41
SECOND SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 25, 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 February 6, 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 5.625% 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.
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 Second 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 Second Supplemental Indenture]



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



ILLINOIS POWER GENERATING COMPANYWHARTON COUNTY GENERATION, LLC
ILLINOIS POWER MARKETING COMPANYWISE COUNTY POWER COMPANY, LLC
ILLINOIS POWER RESOURCES GENERATING, 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 Second Supplemental Indenture]



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


Sch-I-1