FIFTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEES
Exhibit 4.11
FIFTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 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”, and (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, together with the Base Indenture, the First Supplement, the Second Supplement, and the Third 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 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
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]
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.
BIG SKY GAS, LLC BIG SKY GAS HOLDINGS, LLC CINCINNATI XXXX 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 XXXX 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/ Xxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
[Signature Page to Fifth 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 Fifth Supplemental Indenture]
| ANP BELLINGHAM ENERGY COMPANY, LLC | ILLINOIS POWER RESOURCES, LLC | ||||||||||
| ANP BLACKSTONE ENERGY COMPANY, LLC | ILLINOVA CORPORATION | ||||||||||
| BIG XXXXX POWER COMPANY LLC BRIGHTSIDE SOLAR, LLC | IPH, LLC | ||||||||||
| CALUMET ENERGY TEAM, LLC | XXXXXXX GENERATION, L.L.C. | ||||||||||
| CASCO BAY ENERGY COMPANY, LLC | LA FRONTERA HOLDINGS, LLC | ||||||||||
| COFFEEN AND WESTERN RAILROAD COMPANY | LAKE ROAD GENERATING COMPANY, LLC | ||||||||||
| COLETO CREEK POWER, LLC | LIBERTY ELECTRIC POWER, LLC | ||||||||||
| COMANCHE PEAK POWER COMPANY LLC | LONE STAR ENERGY COMPANY, INC. | ||||||||||
| CORE SOLAR SPV I, LLC | LONE 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, LLC | LUMINANT GENERATION COMPANY LLC | ||||||||||
| DYNEGY COAL HOLDCO, LLC | LUMINANT MINING COMPANY LLC | ||||||||||
| DYNEGY COAL TRADING & TRANSPORTATION, L.L.C. | MASSPOWER, LLC | ||||||||||
| DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC | MIDLOTHIAN ENERGY, LLC | ||||||||||
| DYNEGY CONESVILLE, LLC | MILFORD POWER COMPANY, LLC | ||||||||||
| DYNEGY DICKS CREEK, LLC | XXXX LANDING ENERGY STORAGE 1, LLC | ||||||||||
| DYNEGY ENERGY SERVICES (EAST), LLC | NCA RESOURCES DEVELOPMENT COMPANY LLC | ||||||||||
| DYNEGY ENERGY SERVICES, LLC | NEPCO SERVICES COMPANY | ||||||||||
| DYNEGY FAYETTE II, LLC | NORTHEASTERN POWER COMPANY | ||||||||||
| DYNEGY GAS IMPORTS, LLC | OAK GROVE MANAGEMENT COMPANY LLC | ||||||||||
| DYNEGY HANGING ROCK II, LLC | ONTELAUNEE POWER OPERATING COMPANY, LLC | ||||||||||
| DYNEGY XXXXXXX ENERGY, LLC | XXXXXXXXX ENERGY, LLC | ||||||||||
| DYNEGY XXXXXX, LLC | RICHLAND-STRYKER GENERATION LLC | ||||||||||
| DYNEGY MARKETING AND TRADE, LLC | SANDOW POWER COMPANY LLC | ||||||||||
| DYNEGY MIAMI FORT, LLC | SITHE ENERGIES, INC. | ||||||||||
| DYNEGY MIDWEST GENERATION, LLC | SITHE/INDEPENDENCE LLC | ||||||||||
| DYNEGY MORRO BAY, LLC | SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC. | ||||||||||
| DYNEGY XXXX LANDING, LLC | TEXAS ELECTRIC SERVICE COMPANY, INC. | ||||||||||
| DYNEGY NORTHEAST GENERATION GP, INC. | TEXAS ENERGY INDUSTRIES COMPANY, INC. | ||||||||||
| DYNEGY OAKLAND, LLC | TEXAS POWER & LIGHT COMPANY, INC. | ||||||||||
| DYNEGY OPERATING COMPANY | TEXAS UTILITIES COMPANY, INC. | ||||||||||
| DYNEGY POWER GENERATION INC. | TEXAS UTILITIES ELECTRIC COMPANY, INC. | ||||||||||
| DYNEGY POWER MARKETING, LLC | T-FUELS, LLC | ||||||||||
| 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 | VISTRA ASSET COMPANY LLC | ||||||||||
| DYNEGY XXXXXX, LLC | VISTRA CORPORATE SERVICES COMPANY | ||||||||||
[Signature Page to Fifth Supplemental Indenture]
EMERALD GROVE SOLAR, LLC ENNIS POWER COMPANY, LLC | VISTRA EP PROPERTIES COMPANY | ||||||||||
| EQUIPOWER RESOURCES CORP. | VISTRA FINANCE CORP. | ||||||||||
| GENERATION SVC COMPANY | VISTRA INSURANCE SOLUTIONS LLC | ||||||||||
HALLMARK SOLAR, LLC HAVANA DOCK ENTERPRISES, LLC | VISTRA PREFERRED INC. | ||||||||||
| XXXX ENERGY, LLC | VOLT ASSET COMPANY, INC. | ||||||||||
| HOPEWELL POWER GENERATION, LLC | VOLT VENTURES LLC | ||||||||||
| ILLINOIS POWER GENERATING COMPANY | XXXXXXX COUNTY GENERATION, LLC | ||||||||||
| ILLINOIS POWER MARKETING COMPANY | WISE COUNTY POWER COMPANY, LLC | ||||||||||
| ILLINOIS POWER RESOURCES GENERATING, LLC | WISE-FUELS PIPELINE, INC., | ||||||||||
AS SUBSIDIARY GUARANTORS
By: /s/ Xxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
[Signature Page to Fifth Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
[Signature Page to Fifth Supplemental Indenture]
SCHEDULE I
SUBSIDIARY GUARANTORS
| Name | Jurisdiction | ||||
| Big Sky Gas, LLC | Montana | ||||
| Big Sky Gas Holdings, LLC | Delaware | ||||
| Cincinnati Xxxx 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 | ||||
Sch-I-1
