TWELFTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEES
Exhibit 4.1
TWELFTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
TWELFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2020, 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 May 20, 2013, 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 $500,000,000 of 5.875% Senior Notes due 2023 (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.
BIG SKY GAS, LLC BIG SKY GAS HOLDINGS, LLC CINCINNATI ▇▇▇▇ ENERGY, LLC CRIUS ENERGY, LLC CRIUS ENERGY CORPORATION CRIUS ENERGY MANAGEMENT, LLC CRIUS ENERGY MANAGEMENT 2, LLC CRIUS SOLAR FULFILLMENT, LLC CRIUS SOLAR HOLDINGS, LLC CRIUS SOLAR, LLC ENERGY REWARDS, LLC ENERGY SOLUTIONS GROUP, LLC EVERYDAY ENERGY NJ, LLC EVERYDAY ENERGY, LLC PEOPLE’S CHOICE ENERGY, LLC PUBLIC POWER & UTILITY OF MARYLAND, LLC PUBLIC POWER & UTILITY OF NY, INC. PUBLIC POWER, LLC (a Connecticut limited liability company) PUBLIC POWER, LLC (PA-3933152, a Pennsylvania limited liability company) REGIONAL ENERGY HOLDINGS, INC. TRIEAGLE 1, LLC TRIEAGLE 2, LLC TRIEAGLE ENERGY LP VIRIDIAN ENERGY, LLC VIRIDIAN ENERGY PA LLC VIRIDIAN ENERGY NY, LLC VIRIDIAN NETWORK, LLC | ||
| BIG SKY GAS HOLDINGS, LLC | ||
| CINCINNATI ▇▇▇▇ ENERGY, LLC | ||
| CRIUS ENERGY, LLC | ||
| CRIUS ENERGY CORPORATION | ||
| CRIUS ENERGY MANAGEMENT, LLC | ||
| CRIUS ENERGY MANAGEMENT 2, LLC | ||
| CRIUS SOLAR FULFILLMENT, LLC | ||
| CRIUS SOLAR HOLDINGS, LLC | ||
| CRIUS SOLAR, LLC | ||
| ENERGY REWARDS, LLC | ||
| ENERGY SOLUTIONS GROUP, LLC | ||
| EVERYDAY ENERGY NJ, LLC | ||
| EVERYDAY ENERGY, LLC | ||
| PEOPLE’S CHOICE ENERGY, LLC | ||
| PUBLIC POWER & UTILITY OF MARYLAND, LLC | ||
| PUBLIC POWER & UTILITY OF NY, INC. | ||
PUBLIC POWER, LLC (a Connecticut limited liability company) | ||
PUBLIC POWER, LLC (PA-3933152, a Pennsylvania limited liability company) | ||
| REGIONAL ENERGY HOLDINGS, INC. | ||
| TRIEAGLE 1, LLC | ||
| TRIEAGLE 2, LLC | ||
| TRIEAGLE ENERGY LP | ||
| VIRIDIAN ENERGY, LLC | ||
| VIRIDIAN ENERGY PA LLC | ||
| VIRIDIAN ENERGY NY, LLC | ||
| VIRIDIAN NETWORK, LLC | ||
| AS THE GUARANTEEING SUBSIDIARIES | ||
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
[Signature Page to Twelfth Supplemental Indenture]
as the Company
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
[Signature Page to Twelfth Supplemental Indenture]
| ANP BELLINGHAM ENERGY COMPANY, LLC | ILLINOVA CORPORATION | ||||||||||
| ANP BLACKSTONE ENERGY COMPANY, LLC | IPH, LLC | ||||||||||
| BIG ▇▇▇▇▇ POWER COMPANY LLC BRIGHTSIDE SOLAR, LLC | ▇▇▇▇▇▇▇ GENERATION, L.L.C. | ||||||||||
| CALUMET ENERGY TEAM, LLC | LA FRONTERA HOLDINGS, LLC | ||||||||||
| CASCO BAY ENERGY COMPANY, LLC | LAKE ROAD GENERATING COMPANY, LLC | ||||||||||
| COFFEEN AND WESTERN RAILROAD COMPANY | LIBERTY ELECTRIC POWER, LLC | ||||||||||
| COLETO CREEK POWER, LLC | LONE STAR ENERGY COMPANY, INC. | ||||||||||
| COMANCHE PEAK POWER COMPANY LLC | LONE STAR PIPELINE COMPANY, INC. | ||||||||||
| CORE SOLAR SPV I, LLC | LUMINANT ENERGY COMPANY LLC | ||||||||||
| DALLAS POWER & LIGHT COMPANY, INC. | LUMINANT ENERGY TRADING CALIFORNIA COMPANY | ||||||||||
| DYNEGY ADMINISTRATIVE SERVICES COMPANY | LUMINANT ET SERVICES COMPANY LLC | ||||||||||
| DYNEGY ASSOCIATES NORTHEAST LP, INC. | LUMINANT GENERATION COMPANY LLC | ||||||||||
| DYNEGY COAL GENERATION, LLC | LUMINANT MINING COMPANY LLC | ||||||||||
| DYNEGY COAL HOLDCO, LLC | MASSPOWER, LLC | ||||||||||
| DYNEGY COAL TRADING & TRANSPORTATION, L.L.C. | MIDLOTHIAN ENERGY, LLC | ||||||||||
| DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC | MILFORD POWER COMPANY, LLC | ||||||||||
| DYNEGY CONESVILLE, LLC | ▇▇▇▇ LANDING ENERGY STORAGE 1, LLC | ||||||||||
| DYNEGY DICKS CREEK, LLC | NCA RESOURCES DEVELOPMENT COMPANY LLC | ||||||||||
| DYNEGY ENERGY SERVICES (EAST), LLC | NEPCO SERVICES COMPANY | ||||||||||
| DYNEGY ENERGY SERVICES, LLC | NORTHEASTERN POWER COMPANY | ||||||||||
| DYNEGY FAYETTE II, LLC | OAK GROVE MANAGEMENT COMPANY LLC | ||||||||||
| DYNEGY GAS IMPORTS, LLC | ONTELAUNEE POWER OPERATING COMPANY, LLC | ||||||||||
| DYNEGY HANGING ROCK II, LLC | ▇▇▇▇▇▇▇▇▇ ENERGY, LLC | ||||||||||
| DYNEGY ▇▇▇▇▇▇▇ ENERGY, LLC | RICHLAND-STRYKER GENERATION LLC | ||||||||||
| DYNEGY ▇▇▇▇▇▇, LLC | ▇▇▇▇▇▇ POWER COMPANY LLC | ||||||||||
| DYNEGY MARKETING AND TRADE, LLC | SITHE ENERGIES, INC. | ||||||||||
| DYNEGY MIAMI FORT, LLC | SITHE/INDEPENDENCE LLC | ||||||||||
| DYNEGY MIDWEST GENERATION, LLC | SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC. | ||||||||||
| DYNEGY MORRO BAY, LLC | TEXAS ELECTRIC SERVICE COMPANY, INC. | ||||||||||
| DYNEGY ▇▇▇▇ LANDING, LLC | TEXAS ENERGY INDUSTRIES COMPANY, INC. | ||||||||||
| DYNEGY NORTHEAST GENERATION GP, INC. | TEXAS POWER & LIGHT COMPANY, INC. | ||||||||||
| DYNEGY OAKLAND, LLC | TEXAS UTILITIES COMPANY, INC. | ||||||||||
| DYNEGY OPERATING COMPANY | TEXAS UTILITIES ELECTRIC COMPANY, INC. | ||||||||||
| DYNEGY POWER GENERATION INC. | T-FUELS, LLC | ||||||||||
| DYNEGY POWER MARKETING, LLC | TXU ELECTRIC COMPANY, INC. | ||||||||||
| DYNEGY POWER, LLC | TXU ENERGY RETAIL COMPANY LLC | ||||||||||
| DYNEGY RESOURCE II, LLC | TXU RETAIL SERVICES COMPANY | ||||||||||
| DYNEGY RESOURCES GENERATING HOLDCO, LLC | UPTON COUNTY SOLAR 2, LLC | ||||||||||
| DYNEGY SOUTH BAY, LLC | VALUE BASED BRANDS LLC | ||||||||||
| DYNEGY STUART, LLC | VISTRA ASSET COMPANY LLC | ||||||||||
| DYNEGY WASHINGTON II, LLC | VISTRA CORPORATE SERVICES COMPANY | ||||||||||
| DYNEGY ▇▇▇▇▇▇, LLC | VISTRA EP PROPERTIES COMPANY | ||||||||||
EMERALD GROVE SOLAR, LLC ENNIS POWER COMPANY, LLC | VISTRA FINANCE CORP. | ||||||||||
[Signature Page to Twelfth Supplemental Indenture]
| EQUIPOWER RESOURCES CORP. | VISTRA INSURANCE SOLUTIONS LLC | ||||||||||
| GENERATION SVC COMPANY | VISTRA INTERMEDIATE COMPANY LLC | ||||||||||
HALLMARK SOLAR, LLC HAVANA DOCK ENTERPRISES, LLC | VISTRA OPERATIONS COMPANY LLC | ||||||||||
| ▇▇▇▇ ENERGY, LLC | VISTRA PREFERRED INC. | ||||||||||
| HOPEWELL POWER GENERATION, LLC | VOLT ASSET COMPANY, INC. | ||||||||||
| ILLINOIS POWER GENERATING COMPANY | VOLT VENTURES LLC | ||||||||||
| ILLINOIS POWER MARKETING COMPANY | ▇▇▇▇▇▇▇ COUNTY GENERATION, LLC | ||||||||||
| ILLINOIS POWER RESOURCES GENERATING, LLC | WISE COUNTY POWER COMPANY, LLC | ||||||||||
| ILLINOIS POWER RESOURCES, LLC | WISE-FUELS PIPELINE, INC., | ||||||||||
AS SUBSIDIARY GUARANTORS
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
[Signature Page to Twelfth Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
[Signature Page to Twelfth Supplemental Indenture]
SCHEDULE I
SUBSIDIARY GUARANTORS
| Name | Jurisdiction | ||||
| Big Sky Gas, LLC | Montana | ||||
| Big Sky Gas Holdings, LLC | Delaware | ||||
| Cincinnati ▇▇▇▇ Energy, LLC | Nevada | ||||
| Crius Energy, LLC | Delaware | ||||
| Crius Energy Corporation | Delaware | ||||
| Crius Energy Management, LLC | Delaware | ||||
| Crius Energy Management 2, LLC | Nevada | ||||
| Crius Solar Fulfillment, LLC | Delaware | ||||
| Crius Solar Holdings, LLC | Nevada | ||||
| Crius Solar, LLC | Nevada | ||||
| Energy Rewards, LLC | Nevada | ||||
| Energy Solutions Group, LLC | Nevada | ||||
| Everyday Energy NJ, LLC | New Jersey | ||||
| Everyday Energy, LLC | Nevada | ||||
| People’s Choice Energy, LLC | Nevada | ||||
| Public Power & Utility of Maryland, LLC | Maryland | ||||
| Public Power & Utility of NY, LLC | New York | ||||
| Public Power, LLC | Connecticut | ||||
| Public Power, LLC | Pennsylvania | ||||
| Regional Energy Holdings, Inc. | Nevada | ||||
| Trieagle 1, LLC | Nevada | ||||
| Trieagle 2, LLC | Nevada | ||||
| Trieagle Energy LP | Texas | ||||
| Viridian Energy, LLC | Nevada | ||||
| Viridian Energy PA LLC | Nevada | ||||
| Viridian Energy NY, LLC | New York | ||||
| Viridian Network, LLC | Delaware | ||||
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