SIXTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEES
Exhibit 4.12
SIXTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 26, 2020, 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 (i) that certain Indenture (the “Base Indenture”), dated as of June 11, 2019, among the Company and the Trustee, (ii) that certain Supplemental Indenture (the “First Supplement”), dated as of June 11, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,200,000,000 of 3.55% Senior Secured Notes due 2024 (the “2024 Notes”) and aggregate principal amount of $800,000,000 of 4.30% Senior Secured Notes due 2029 (the “2029 Notes”), (iii) that certain Second Supplemental Indenture, dated as of August 30, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Second Supplement”), (iv) that certain Third Supplemental Indenture, dated as of October 25, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Third Supplement”), (v) that certain Fourth Supplemental Indenture, dated as of November 15, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the issuance of $800,000,000 of 3.70% Senior Secured Notes due 2027 (the “2027 Notes” and, collectively with the 2024 Notes and the 2029 Notes, the “Notes”) (the “Fourth Supplement”), and (vi) that certain Fifth Supplemental Indenture, dated as of January 31, 2020, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Fifth Supplement” and, together with the Base Indenture, the First Supplement, the Second Supplement, the Third Supplement, and the Fourth Supplement, the “Indenture”);
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 Section 9.01 of the Base Indenture and Sections 4.07 and 9.01 of the First Supplement and the Fourth Supplement, 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
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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 Base Indenture, First Supplement or Fourth Supplement, as applicable.
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 Indentures. In furtherance of the foregoing, each of the Guaranteeing Subsidiaries shall be deemed a Subsidiary Guarantor for purposes of Article 10 of the First Supplement and the Fourth Supplement, including, without limitation, Section 10.02 thereof.
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.
AMBIT HOLDINGS, LLC AMBIT HOLDINGS US, LLC AMBIT ENERGY HOLDINGS, LLC BLUENET HOLDINGS, LLC AMBIT MARKETING, LLC AMBIT MANAGEMENT, LLC AMBIT NEW YORK, LLC AMBIT ILLINOIS, LLC AMBIT CALIFORNIA, LLC AMBIT SOUTHEAST, LLC AMBIT TEXAS, LLC AMBIT NORTHEAST, LLC AMBIT OHIO, LLC AMBIT MIDWEST, LLC AMBIT SOUTHWEST, LLC, | ||
| AMBIT HOLDINGS US, LLC | ||
| AMBIT ENERGY HOLDINGS, LLC | ||
| BLUENET HOLDINGS, LLC | ||
| AMBIT MARKETING, LLC | ||
| AMBIT MANAGEMENT, LLC | ||
| AMBIT NEW YORK, LLC | ||
| AMBIT ILLINOIS, LLC | ||
| AMBIT CALIFORNIA, LLC | ||
| AMBIT SOUTHEAST, LLC | ||
| AMBIT TEXAS, LLC | ||
| AMBIT NORTHEAST, LLC | ||
| AMBIT OHIO, LLC | ||
| AMBIT MIDWEST, LLC | ||
| AMBIT SOUTHWEST, LLC, | ||
| as the Guaranteeing Subsidiaries | ||
By: /s/ Xxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
[Signature Page to Sixth Supplemental Indenture]
VISTRA OPERATIONS COMPANY LLC
as the Company
By: /s/ Xxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
[Signature Page to Sixth Supplemental Indenture]
| ANP BELLINGHAM ENERGY COMPANY, LLC | ILLINOIS POWER GENERATING COMPANY | ||||
| ANP BLACKSTONE ENERGY COMPANY, LLC | ILLINOIS POWER MARKETING COMPANY | ||||
| BIG XXXXX POWER COMPANY LLC | ILLINOIS POWER RESOURCES GENERATING, LLC | ||||
| BIG SKY GAS, LLC | ILLINOIS POWER RESOURCES, LLC | ||||
| BIG SKY GAS HOLDINGS, LLC | ILLINOVA CORPORATION | ||||
| BRIGHTSIDE SOLAR, LLC | IPH, LLC | ||||
| CALUMET ENERGY TEAM, LLC | XXXXXXX GENERATION, L.L.C. | ||||
| CASCO BAY ENERGY COMPANY, LLC | LA FRONTERA HOLDINGS, LLC | ||||
| CINCINNATI XXXX ENERGY, 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 | ||||
| CRIUS ENERGY, LLC | LUMINANT ENERGY TRADING CALIFORNIA COMPANY | ||||
| CRIUS ENERGY CORPORATION | LUMINANT ET SERVICES COMPANY LLC | ||||
| CRIUS ENERGY MANAGEMENT, LLC | LUMINANT GENERATION COMPANY LLC | ||||
| CRIUS ENERGY MANAGEMENT 2, LLC | LUMINANT MINING COMPANY LLC | ||||
| CRIUS SOLAR FULFILLMENT, LLC | MASSPOWER, LLC | ||||
| CRIUS SOLAR HOLDINGS, LLC | MIDLOTHIAN ENERGY, LLC | ||||
| CRIUS SOLAR, LLC | MILFORD POWER COMPANY, LLC | ||||
| DALLAS POWER & LIGHT COMPANY, INC. | XXXX LANDING ENERGY STORAGE 1, LLC | ||||
| DYNEGY ADMINISTRATIVE SERVICES COMPANY | NCA RESOURCES DEVELOPMENT COMPANY LLC | ||||
| DYNEGY ASSOCIATES NORTHEAST LP, INC. | NEPCO SERVICES COMPANY | ||||
| DYNEGY COAL GENERATION, LLC | NORTHEASTERN POWER COMPANY | ||||
| DYNEGY COAL HOLDCO, LLC | OAK GROVE MANAGEMENT COMPANY LLC | ||||
| DYNEGY COAL TRADING & TRANSPORTATION, L.L.C. | ONTELAUNEE POWER OPERATING COMPANY, LLC | ||||
| DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC | XXXXXXXXX ENERGY, LLC | ||||
| DYNEGY CONESVILLE, LLC | PEOPLE’S CHOICE ENERGY, LLC | ||||
| DYNEGY DICKS CREEK, LLC | PUBLIC POWER & UTILITY OF MARYLAND, LLC | ||||
| DYNEGY ENERGY SERVICES (EAST), LLC | PUBLIC POWER & UTILITY OF NY, INC. | ||||
| DYNEGY ENERGY SERVICES, LLC | PUBLIC POWER, LLC (a Connecticut limited liability company) | ||||
| DYNEGY FAYETTE II, LLC | PUBLIC POWER, LLC (PA-3933152, a Pennsylvania limited liability company) | ||||
| DYNEGY GAS IMPORTS, LLC | REGIONAL ENERGY HOLDINGS, INC. | ||||
| DYNEGY HANGING ROCK II, LLC | RICHLAND-STRYKER GENERATION LLC | ||||
| DYNEGY XXXXXXX ENERGY, LLC | SANDOW POWER COMPANY LLC | ||||
| DYNEGY XXXXXX, LLC | SITHE ENERGIES, INC. | ||||
| DYNEGY MARKETING AND TRADE, LLC | SITHE/INDEPENDENCE LLC | ||||
| DYNEGY MIAMI FORT, LLC | SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC. | ||||
| DYNEGY MIDWEST GENERATION, LLC | TEXAS ELECTRIC SERVICE COMPANY, INC. | ||||
| DYNEGY MORRO BAY, LLC | TEXAS ENERGY INDUSTRIES COMPANY, INC. | ||||
| DYNEGY XXXX LANDING, LLC | TEXAS POWER & LIGHT COMPANY, INC. | ||||
| DYNEGY NORTHEAST GENERATION GP, INC. | TEXAS UTILITIES COMPANY, INC. | ||||
| DYNEGY OAKLAND, LLC | TEXAS UTILITIES ELECTRIC COMPANY, INC. | ||||
| DYNEGY OPERATING COMPANY | TRIEAGLE 1, LLC | ||||
[Signature Page to Sixth Supplemental Indenture]
| DYNEGY POWER GENERATION INC. | TRIEAGLE 2, LLC | ||||
| DYNEGY POWER MARKETING, LLC | TRIEAGLE ENERGY LP | ||||
| DYNEGY POWER, LLC | TXU ELECTRIC COMPANY, INC. | ||||
| DYNEGY RESOURCE II, LLC | TXU ENERGY RETAIL COMPANY LLC | ||||
| DYNEGY RESOURCES GENERATING HOLDCO, LLC | TXU RETAIL SERVICES COMPANY | ||||
| DYNEGY SOUTH BAY, LLC | UPTON COUNTY SOLAR 2, LLC | ||||
| DYNEGY STUART, LLC | VALUE BASED BRANDS LLC | ||||
| DYNEGY WASHINGTON II, LLC | VIRIDIAN ENERGY, LLC | ||||
| DYNEGY XXXXXX, LLC | VIRIDIAN ENERGY PA LLC | ||||
| EMERALD GROVE SOLAR, LLC | VIRIDIAN ENERGY NY, LLC | ||||
| ENERGY REWARDS, LLC | VIRIDIAN NETWORK, LLC | ||||
| ENERGY SOLUTIONS GROUP, LLC | VISTRA ASSET COMPANY LLC | ||||
| XXXXX POWER COMPANY, LLC | VISTRA CORPORATE SERVICES COMPANY | ||||
| EQUIPOWER RESOURCES CORP. | VISTRA EP PROPERTIES COMPANY | ||||
| EVERYDAY ENERGY NJ, LLC | VISTRA FINANCE CORP. | ||||
| EVERYDAY ENERGY, LLC | VISTRA INSURANCE SOLUTIONS LLC | ||||
| GENERATION SVC COMPANY | VISTRA PREFERRED INC. | ||||
| HALLMARK SOLAR, LLC | VOLT ASSET COMPANY, INC. | ||||
| HAVANA DOCK ENTERPRISES, LLC | XXXXXXX COUNTY GENERATION, LLC | ||||
| XXXX ENERGY, LLC | WISE COUNTY POWER COMPANY, LLC | ||||
| HOPEWELL POWER GENERATION, LLC | WISE-FUELS PIPELINE, INC., | ||||
as the Subsidiary Guarantors
By: /s/ Xxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
[Signature Page to Sixth Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx GoffinetTitle: Assistant Vice President
[Signature Page to Sixth Supplemental Indenture]
SCHEDULE I
SUBSIDIARY GUARANTORS
| Name | Jurisdiction | ||||
| Ambit Holdings, LLC | Texas | ||||
| Ambit Holdings US, LLC | Texas | ||||
| Ambit Energy Holdings, LLC | Texas | ||||
| BlueNet Holdings, LLC | Delaware | ||||
| Ambit Marketing, LLC | Texas | ||||
| Ambit Management, LLC | Texas | ||||
| Ambit New York, LLC | New York | ||||
| Ambit Illinois, LLC | Illinois | ||||
| Ambit California, LLC | Delaware | ||||
| Ambit Southeast, LLC | Delaware | ||||
| Ambit Texas, LLC | Texas | ||||
| Ambit Northeast, LLC | Delaware | ||||
| Ambit Ohio, LLC | Ohio | ||||
| Ambit Midwest, LLC | Delaware | ||||
| Ambit Southwest, LLC | Delaware | ||||
Sch-I-1
