THIRTEENTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEES
Exhibit 4.2
THIRTEENTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
THIRTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 26, 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.
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 Thirteenth Supplemental Indenture]
as the Company
By: /s/ Xxxxxxxxxx X. Xxxxxxxx
Name: Xxxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
[Signature Page to Thirteenth Supplemental Indenture]
| ANP BELLINGHAM ENERGY COMPANY, LLC | ILLINOIS POWER MARKETING COMPANY | ||||
| ANP BLACKSTONE ENERGY COMPANY, LLC | ILLINOIS POWER RESOURCES GENERATING, LLC | ||||
| BIG XXXXX POWER COMPANY LLC | ILLINOIS POWER RESOURCES, LLC | ||||
| BIG SKY GAS, LLC | ILLINOVA CORPORATION | ||||
| BIG SKY GAS HOLDINGS, LLC | IPH, LLC | ||||
| BRIGHTSIDE SOLAR, LLC | XXXXXXX GENERATION, L.L.C. | ||||
| CALUMET ENERGY TEAM, LLC | LA FRONTERA HOLDINGS, LLC | ||||
| CASCO BAY ENERGY COMPANY, LLC | LAKE ROAD GENERATING COMPANY, LLC | ||||
| CINCINNATI XXXX ENERGY, LLC | LIBERTY ELECTRIC POWER, LLC | ||||
| COFFEEN AND WESTERN RAILROAD COMPANY | LONE STAR ENERGY COMPANY, INC. | ||||
| COLETO CREEK POWER, LLC | LONE STAR PIPELINE COMPANY, INC. | ||||
| COMANCHE PEAK POWER COMPANY LLC | LUMINANT ENERGY COMPANY LLC | ||||
| CORE SOLAR SPV I, LLC | LUMINANT ENERGY TRADING CALIFORNIA COMPANY | ||||
| CRIUS ENERGY, LLC | LUMINANT ET SERVICES COMPANY LLC | ||||
| CRIUS ENERGY CORPORATION | LUMINANT GENERATION COMPANY LLC | ||||
| CRIUS ENERGY MANAGEMENT, LLC | LUMINANT MINING COMPANY LLC | ||||
| CRIUS ENERGY MANAGEMENT 2, LLC | MASSPOWER, LLC | ||||
| CRIUS SOLAR FULFILLMENT, LLC | MIDLOTHIAN ENERGY, LLC | ||||
| CRIUS SOLAR HOLDINGS, LLC | MILFORD POWER COMPANY, LLC | ||||
| CRIUS SOLAR, LLC | XXXX LANDING ENERGY STORAGE 1, LLC | ||||
| DALLAS POWER & LIGHT COMPANY, INC. | NCA RESOURCES DEVELOPMENT COMPANY LLC | ||||
| DYNEGY ADMINISTRATIVE SERVICES COMPANY | NEPCO SERVICES COMPANY | ||||
| DYNEGY ASSOCIATES NORTHEAST LP, INC. | NORTHEASTERN POWER COMPANY | ||||
| DYNEGY COAL GENERATION, LLC | OAK GROVE MANAGEMENT COMPANY LLC | ||||
| DYNEGY COAL HOLDCO, LLC | ONTELAUNEE POWER OPERATING COMPANY, LLC | ||||
| DYNEGY COAL TRADING & TRANSPORTATION, L.L.C. | XXXXXXXXX ENERGY, LLC | ||||
| DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC | PEOPLE’S CHOICE ENERGY, LLC | ||||
| DYNEGY CONESVILLE, LLC | PUBLIC POWER & UTILITY OF MARYLAND, LLC | ||||
| DYNEGY DICKS CREEK, LLC | PUBLIC POWER & UTILITY OF NY, INC. | ||||
| DYNEGY ENERGY SERVICES (EAST), LLC | PUBLIC POWER, LLC (a Connecticut limited liability company) | ||||
| DYNEGY ENERGY SERVICES, LLC | PUBLIC POWER, LLC (PA-3933152, a Pennsylvania limited liability company) | ||||
| DYNEGY FAYETTE II, LLC | REGIONAL ENERGY HOLDINGS, INC. | ||||
| DYNEGY GAS IMPORTS, LLC | RICHLAND-STRYKER GENERATION LLC | ||||
| DYNEGY HANGING ROCK II, LLC | SANDOW POWER COMPANY LLC | ||||
| DYNEGY XXXXXXX ENERGY, LLC | SITHE ENERGIES, INC. | ||||
| DYNEGY XXXXXX, LLC | SITHE/INDEPENDENCE LLC | ||||
| DYNEGY MARKETING AND TRADE, LLC | SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC. | ||||
| DYNEGY MIAMI FORT, LLC | TEXAS ELECTRIC SERVICE COMPANY, INC. | ||||
| DYNEGY MIDWEST GENERATION, LLC | TEXAS ENERGY INDUSTRIES COMPANY, INC. | ||||
| DYNEGY MORRO BAY, LLC | TEXAS POWER & LIGHT COMPANY, INC. | ||||
| DYNEGY XXXX LANDING, LLC | TEXAS UTILITIES COMPANY, INC. | ||||
| DYNEGY NORTHEAST GENERATION GP, INC. | TEXAS UTILITIES ELECTRIC COMPANY, INC. | ||||
| DYNEGY OAKLAND, LLC | TRIEAGLE 1, LLC | ||||
| DYNEGY OPERATING COMPANY | TRIEAGLE 2, LLC | ||||
[Signature Page to Thirteenth Supplemental Indenture]
| DYNEGY POWER GENERATION INC. | TRIEAGLE ENERGY LP | ||||
| 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 | VIRIDIAN ENERGY, LLC | ||||
| DYNEGY WASHINGTON II, LLC | VIRIDIAN ENERGY PA LLC | ||||
| DYNEGY XXXXXX, LLC | VIRIDIAN ENERGY NY, LLC | ||||
| EMERALD GROVE SOLAR, LLC | VIRIDIAN NETWORK, LLC | ||||
| ENERGY REWARDS, LLC | VISTRA ASSET COMPANY LLC | ||||
| ENERGY SOLUTIONS GROUP, LLC | VISTRA CORPORATE SERVICES COMPANY | ||||
| XXXXX POWER COMPANY, LLC | VISTRA EP PROPERTIES COMPANY | ||||
| EQUIPOWER RESOURCES CORP. | VISTRA FINANCE CORP. | ||||
| EVERYDAY ENERGY NJ, LLC | VISTRA INSURANCE SOLUTIONS LLC | ||||
| EVERYDAY ENERGY, LLC | VISTRA INTERMEDIATE COMPANY LLC | ||||
| GENERATION SVC COMPANY | VISTRA OPERATIONS COMPANY LLC | ||||
| HALLMARK SOLAR, LLC | VISTRA PREFERRED INC. | ||||
| HAVANA DOCK ENTERPRISES, LLC | VOLT ASSET COMPANY, INC. | ||||
| XXXX ENERGY, LLC | XXXXXXX COUNTY GENERATION, LLC | ||||
| HOPEWELL POWER GENERATION, LLC | WISE COUNTY POWER COMPANY, LLC | ||||
| ILLINOIS POWER GENERATING COMPANY | 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 Thirteenth Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President
[Signature Page to Thirteenth 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
