AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT August 22, 2018
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
August 22, 2018
This Amendment No. 1 to Registration Rights Agreement (this “Amendment”) is entered into by Vistra Energy Corp., a Delaware corporation and successor-by-merger to Dynegy Inc. (the “Company”) and the Guarantors (as defined in the Registration Rights Agreement (as defined below)).
RECITALS:
WHEREAS, reference is hereby made to that certain Registration Rights Agreement, dated as of August 21, 2017, by and among the Company (as successor-by-merger to Dynegy Inc.), the subsidiary guarantors party thereto and Xxxxxxx Xxxxx & Co. LLC, as representative of the initial purchasers identified therein (the “Registration Rights Agreement”), which provides holders of the Notes with certain registration rights;
WHEREAS, capitalized terms used but not defined herein shall have the definitions given such terms in the Registration Rights Agreement;
WHEREAS, it has been proposed that the Registration Rights Agreement be amended to delete Sections 2(b), 2(c) and 2(d) thereof;
WHEREAS, pursuant to Section 10 (Amendments and Waivers) of the Registration Rights Agreement, any amendment to Section 2 of the Registration Rights Agreement that does not directly or indirectly affect the rights and obligations of any specific Initial Purchaser requires that the Issuers have obtained the written consent of the Holders of a majority of the aggregate principal amount of the Transfer Restricted Securities outstanding (the “Required Minimum Consent”);
WHEREAS, on August 7, 2018, the Company launched a tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation”) with regard to the Notes, seeking the Required Minimum Consent, which will take the form of executed and returned letters of transmittal or, in the case of Holders that tender Notes and deliver consents by way of the Depository Trust Company’s automated tender offer program, duly transmitted Agent’s Messages (as defined in the Offer to Purchase, dated as of August 7, 2018, in respect of the Tender Offer and Consent Solicitation); and
WHEREAS, Global Bondholder Services Corporation, the tender agent and information agent with regard to the Tender Offer and the Consent Solicitation, has provided the Company with the certificate attached hereto as Exhibit A, reflecting the receipt of the Required Minimum Consent from Holders in connection with the Tender Offer and Consent Solicitation;
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
AGREEMENT:
1. Each of Sections 2(b), 2(c) and 2(d) of the Registration Rights Agreement are hereby deleted in their entirety and replaced with “[Reserved].”
2. Except as specifically provided in this Amendment, all of the terms of the Registration Rights Agreement shall remain unchanged, are hereby confirmed and remain in full force and effect.
3. Each of Section 10 (Amendments and Waivers), Section 11 (Notices), Section 12 (Remedies), Section 13 (Successors and Assigns), Section 14 (Counterparts), Section 15 (Headings), Section 16 (Applicable Law; Jurisdiction) and Section 17 (Severability) of the Registration Rights Agreement applies, mutatis mutandis, to this Amendment as if set forth directly herein.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.
| Vista Energy Corp. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Vistra Operations Company LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| ANP Bellingham Energy Company, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| ANP Blackstone Energy Company, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Big Xxxxx Power Company LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Brighten Energy LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Calumet Energy Team, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Casco Bay Energy Company, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Coffeen and Western Railroad Company | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Coleto Creek Power, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Comanche Peak Power Company LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Dallas Power & Light Company, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Administrative Services Company | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Associates Northeast LP, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Coal Generation, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Coal Holdco, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Dynegy Coal Trading & Transportation, L.L.C. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Commercial Asset Management, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Conesville, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Dicks Creek, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Energy Services (East), LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Dynegy Energy Services, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Fayette II, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Gas Imports, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Hanging Rock II, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Xxxxxxx Energy, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Dynegy Xxxxxx, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Marketing and Trade, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Miami Fort, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Midwest Generation, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Morro Bay, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Dynegy Xxxx Landing, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Northeast Generation GP, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Oakland, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Operating Company | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Power Generation, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Dynegy Power Marketing, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Power, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Resource II, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Resources Generating Holdco, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy South Bay, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Dynegy Stuart, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Washington II, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Dynegy Xxxxxx, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Xxxxx Power Company, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| EquiPower Resources Corp. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Xxxxxx Pipeline, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Generation SVC Company | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Havana Dock Enterprises, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Xxxx Energy, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Hopewell Power Generation, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Illinois Power Generating Company | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Illinois Power Marketing Company | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Illinois Power Resources Generating, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Illinois Power Resources, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Illinova Corporation | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| IPH, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Xxxxxxx Generation, L.L.C. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| La Frontera Holdings, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Lake Road Generating Company, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Liberty Electric Power, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Lone Star Energy Company, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Lone Star Pipeline Company, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Luminant Energy Company LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Luminant Energy Trading California Company | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Luminant ET Services Company LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Luminant Generation Company LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Luminant Mining Company LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Masspower, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Midlothian Energy, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Milford Power Company, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| NCA Resources Development Company LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| NEPCO Services Company | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Northeastern Power Company | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Oak Grove Management Company LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Ontelaunee Power Operating Company, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Xxxxxxxxx Energy, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Richland-Stryker Generation LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Sandow Power Company LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Sithe Energies, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Sithe/Independence LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Southwestern Electric Service Company, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Texas Electric Service Company, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Texas Energy Industries Company, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Texas Power & Light Company, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Texas Utilities Company, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Texas Utilities Electric Company, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| T-Fuels, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| TXU Electric Company, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| TXU Energy Retail Company LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| TXU Retail Services Company | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Upton County Solar 2, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Value Based Brands LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Vistra Asset Company LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Vistra Corporate Services Company | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Vistra EP Properties Company | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Vistra Finance Corp. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| Vistra Preferred Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Xxxxxxx County Generation, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Wise County Power Company, LLC | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
| Wise-Fuels Pipeline, Inc. | ||||
| By: | /s/ Xxxxxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
EXHIBIT A
Certificate of Global Bondholder Services Corporation
See attached.
