February 6th, 2019 · Common Contracts · 24 similarVistra Energy Corp. – VISTRA OPERATIONS COMPANY LLC, as Issuer 5.625% SENIOR NOTES DUE 2027 INDENTURE Dated as of February 6, 2019 Wilmington Trust, National Association as TrusteeINDENTURE, dated as of February 6, 2019, by and among Vistra Operations Company LLC, a Delaware limited liability company (the “Company”), the Subsidiary Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”).
INDENTURE, dated as of February 6, 2019, by and among Vistra Operations Company LLC, a Delaware limited liability company (the “Company”), the Subsidiary Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”).
April 5th, 2017 · Common Contracts · 22 similarVistra Energy Corp – NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TCEH CORP. 2016 OMNIBUS INCENTIVE PLANTHIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between TCEH Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the TCEH Corp. 2016 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between TCEH Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the TCEH Corp. 2016 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
March 21st, 2022 · Common Contracts · 21 similarVistra Corp. – SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTThis SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 20, 2022, is between Vistra Corp. (the “Company”) and James A. Burke (“Executive”).
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 20, 2022, is between Vistra Corp. (the “Company”) and James A. Burke (“Executive”).
July 15th, 2021 · Common Contracts · 8 similarVistra Corp. – TENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENTThis RECEIVABLES PURCHASE AGREEMENT (together with the Exhibits, Schedules and Annexes hereto, in each case, as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 21, 2018, is by and among TXU ENERGY RECEIVABLES COMPANY LLC, a Delaware limited liability company, as seller (the “Seller”), TXU ENERGY RETAIL COMPANY LLC, a Texas limited liability company (“TXU”), individually and as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), the PURCHASERS and PURCHASER AGENTS (in each case, as defined herein) from time to time party hereto, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“CACIB”), as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”) and VISTRA OPERATIONS COMPANY LLC, a Delaware limited liability company (“Vistra”), as performance guarantor (in such capacity, together with its successors and
This RECEIVABLES PURCHASE AGREEMENT (together with the Exhibits, Schedules and Annexes hereto, in each case, as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 21, 2018, is by and among TXU ENERGY RECEIVABLES COMPANY LLC, a Delaware limited liability company, as seller (the “Seller”), TXU ENERGY RETAIL COMPANY LLC, a Texas limited liability company (“TXU”), individually and as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), the PURCHASERS and PURCHASER AGENTS (in each case, as defined herein) from time to time party hereto, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“CACIB”), as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”) and VISTRA OPERATIONS COMPANY LLC, a Delaware limited liability company (“Vistra”), as performance guarantor (in such capacity, together with its successors and
June 7th, 2019 · Common Contracts · 7 similarVistra Energy Corp. – VISTRA OPERATIONS COMPANY LLC Purchase AgreementVistra Operations Company LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”) and wholly owned indirect subsidiary of Vistra Energy Corp. (the “Parent”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, $1,300,000,000 principal amount of its 5.00% Senior Notes due 2027 (the “Securities”). The Securities are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The Securities will be fully and unconditionally guaranteed (the “Guarantees”) by certain of the Company’s current and future subsidiaries, including (i) its current and future wholly owned domestic subsidiaries and (ii) Vistra Preferred Inc. and its wholly owned domestic subsidiaries (collectively, the “Guarantors”) that,
Vistra Operations Company LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”) and wholly owned indirect subsidiary of Vistra Energy Corp. (the “Parent”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, $1,300,000,000 principal amount of its 5.00% Senior Notes due 2027 (the “Securities”). The Securities are to be issued under an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The Securities will be fully and unconditionally guaranteed (the “Guarantees”) by certain of the Company’s current and future subsidiaries, including (i) its current and future wholly owned domestic subsidiaries and (ii) Vistra Preferred Inc. and its wholly owned domestic subsidiaries (collectively, the “Guarantors”) that,
December 13th, 2021 · Common Contracts · 7 similarVistra Corp. – VISTRA CORP. 1,000,000 shares of Purchase AgreementVistra Corp., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to you and the several other parties named in Schedule I hereto, severally and not jointly (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, 1,000,000 shares of its 7.0% Series B Fixed-Rate Reset Cumulative Redeemable Green Perpetual Preferred Stock (the “Securities”). The terms of the Securities will be set forth in a certificate of designation (the “Certificate of Designation”). The use of the neuter in this purchase agreement (this “Agreement”) shall include the feminine and masculine wherever appropriate.
Vistra Corp., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to you and the several other parties named in Schedule I hereto, severally and not jointly (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, 1,000,000 shares of its 7.0% Series B Fixed-Rate Reset Cumulative Redeemable Green Perpetual Preferred Stock (the “Securities”). The terms of the Securities will be set forth in a certificate of designation (the “Certificate of Designation”). The use of the neuter in this purchase agreement (this “Agreement”) shall include the feminine and masculine wherever appropriate.
December 28th, 2020 · Common Contracts · 6 similarVistra Corp. – FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENTThis PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 21, 2018 is entered into among THE ORIGINATORS (as defined below) FROM TIME TO TIME PARTIES HERETO, TXU ENERGY RECEIVABLES COMPANY LLC, a Delaware limited liability company (the “Company”) and TXU ENERGY RETAIL COMPANY LLC, a Texas limited liability company (the “Servicer”).
This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 21, 2018 is entered into among THE ORIGINATORS (as defined below) FROM TIME TO TIME PARTIES HERETO, TXU ENERGY RECEIVABLES COMPANY LLC, a Delaware limited liability company (the “Company”) and TXU ENERGY RETAIL COMPANY LLC, a Texas limited liability company (the “Servicer”).
November 5th, 2019 · Common Contracts · 6 similarVistra Energy Corp. – SECOND SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEESSECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 30, 2019, 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”).
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 30, 2019, 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”).
February 28th, 2020 · Common Contracts · 5 similarVistra Energy Corp. – FIFTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEESFIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 25, 2019, 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”).
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 25, 2019, 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”).
April 5th, 2017 · Common Contracts · 5 similarVistra Energy Corp – STOCKHOLDER’S AGREEMENTThis Stockholders’ Agreement (this “Agreement”) is made as of October 3, 2016 (the “Effective Time”), between TCEH Corp., a Delaware corporation (the “Company”), and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. (the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.
This Stockholders’ Agreement (this “Agreement”) is made as of October 3, 2016 (the “Effective Time”), between TCEH Corp., a Delaware corporation (the “Company”), and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. (the “Stockholder”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.
May 5th, 2020 · Common Contracts · 5 similarVistra Energy Corp. – TWELFTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEESTWELFTH 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”).
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”).
November 5th, 2021 · Common Contracts · 4 similarVistra Corp. – SEVENTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEESSEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 29, 2021, among the subsidiary guarantor listed on Schedule I hereto (the “Guaranteeing Subsidiary”), 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”).
SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 29, 2021, among the subsidiary guarantor listed on Schedule I hereto (the “Guaranteeing Subsidiary”), 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”).
August 5th, 2022 · Common Contracts · 4 similarVistra Corp. – AMENDED AND RESTATED EMPLOYMENT AGREEMENTThis AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 5, 2022 (the “Effective Date”), is between Vistra Corp., Vistra Corporate Services Company (together, the “Company”), and Carrie Lee Kirby (“Executive”).
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 5, 2022 (the “Effective Date”), is between Vistra Corp., Vistra Corporate Services Company (together, the “Company”), and Carrie Lee Kirby (“Executive”).
June 15th, 2018 · Common Contracts · 4 similarVistra Energy Corp. – NINTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEESNINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 14, 2018, among the Subsidiary Guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), each a wholly-owned domestic subsidiary of Vistra Energy Corp., a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).
NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 14, 2018, among the Subsidiary Guarantors listed on Schedule I hereto (the “Guaranteeing Subsidiaries”), each a wholly-owned domestic subsidiary of Vistra Energy Corp., a Delaware corporation (the “Company”), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).
June 17th, 2019 · Common Contracts · 4 similarVistra Energy Corp. – VISTRA OPERATIONS COMPANY LLC, as Issuer 3.55% SENIOR SECURED NOTES DUE 2024 4.30% SENIOR SECURED NOTES DUE 2029 SUPPLEMENTAL INDENTURE Dated as of June 11, 2019 Wilmington Trust, National Association as TrusteeSUPPLEMENTAL INDENTURE, dated as of June 11, 2019, by and among Vistra Operations Company LLC, a Delaware limited liability company, the Subsidiary Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE, dated as of June 11, 2019, by and among Vistra Operations Company LLC, a Delaware limited liability company, the Subsidiary Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”).
June 24th, 2019 · Common Contracts · 4 similarVistra Energy Corp. – VISTRA OPERATIONS COMPANY LLC, as Issuer 5.00% SENIOR NOTES DUE 2027 INDENTURE Dated as of June 21, 2019 Wilmington Trust, National Association as TrusteeINDENTURE, dated as of June 21, 2019, by and among Vistra Operations Company LLC, a Delaware limited liability company (the “Company”), the Subsidiary Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”).
INDENTURE, dated as of June 21, 2019, by and among Vistra Operations Company LLC, a Delaware limited liability company (the “Company”), the Subsidiary Guarantors (as defined herein) and Wilmington Trust, National Association, as trustee (the “Trustee”).
November 13th, 2019 · Common Contracts · 3 similarVistra Energy Corp. – VISTRA OPERATIONS COMPANY LLC Purchase AgreementVistra Operations Company LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”) and wholly owned indirect subsidiary of Vistra Energy Corp. (the “Parent”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, $300,000,000 principal amount of its 3.55% Senior Secured Notes due 2024 (the “2024 Notes”), which form a part of the same series as the Company’s outstanding 3.55% Senior Secured Notes due 2024 issued on June 11, 2019, and $800,000,000 principal amount of its 3.70% Senior Secured Notes due 2027 (the “2027 Notes,” and together with the 2024 Notes, the “Securities”). The 2024 Notes are to be issued under the indenture, dated as of June 11, 2019 (the “ Base Indenture”), as supplemented by the supplemental indenture, dated as of June 11, 2019 (the “First Supplemental Indenture”), the second supplemental indenture dated as o
Vistra Operations Company LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”) and wholly owned indirect subsidiary of Vistra Energy Corp. (the “Parent”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, $300,000,000 principal amount of its 3.55% Senior Secured Notes due 2024 (the “2024 Notes”), which form a part of the same series as the Company’s outstanding 3.55% Senior Secured Notes due 2024 issued on June 11, 2019, and $800,000,000 principal amount of its 3.70% Senior Secured Notes due 2027 (the “2027 Notes,” and together with the 2024 Notes, the “Securities”). The 2024 Notes are to be issued under the indenture, dated as of June 11, 2019 (the “ Base Indenture”), as supplemented by the supplemental indenture, dated as of June 11, 2019 (the “First Supplemental Indenture”), the second supplemental indenture dated as o
April 5th, 2017 · Common Contracts · 3 similarVistra Energy Corp – AMENDED AND RESTATED SPLIT PARTICIPANT AGREEMENTThis Amended and Restated Split Participant Agreement (the “Agreement”), is dated October 3, 2016, by and between Oncor Electric Delivery Company LLC, a Delaware limited liability company f/k/a TXU Electric Delivery Company, a Texas Corporation (“Oncor”) and TEX Operations Company LLC (“RTCEH”) (collectively, the “Parties”, and each, a “Party”).
This Amended and Restated Split Participant Agreement (the “Agreement”), is dated October 3, 2016, by and between Oncor Electric Delivery Company LLC, a Delaware limited liability company f/k/a TXU Electric Delivery Company, a Texas Corporation (“Oncor”) and TEX Operations Company LLC (“RTCEH”) (collectively, the “Parties”, and each, a “Party”).
April 5th, 2017 · Common Contracts · 3 similarVistra Energy Corp – LEASE AGREEMENT Dated as of February 14, 2002 between State Street Bank and Trust Company of Connecticut, National Association, as owner trustee of ZSF/Dallas Tower Trust, a Delaware grantor trust, as Lessor and TXU Properties Company, a Texas...THIS LEASE AGREEMENT (this “Agreement”) is made and entered into as of February 14, 2002, by and between State Street Bank and Trust Company of Connecticut, National Association, as owner trustee of ZSF/Dallas Tower Trust, a Delaware grantor trust, as Lessor (“Lessor”), having its principal place of business at c/o State Street Bank and Trust Company, 2 Avenue de Lafayette, 6th Floor, Boston, Massachusetts 02112, and TXU Properties Company, a Texas corporation (“Lessee”), having a place of business at 1601 Bryan Street, Dallas, Texas 75201.
THIS LEASE AGREEMENT (this “Agreement”) is made and entered into as of February 14, 2002, by and between State Street Bank and Trust Company of Connecticut, National Association, as owner trustee of ZSF/Dallas Tower Trust, a Delaware grantor trust, as Lessor (“Lessor”), having its principal place of business at c/o State Street Bank and Trust Company, 2 Avenue de Lafayette, 6th Floor, Boston, Massachusetts 02112, and TXU Properties Company, a Texas corporation (“Lessee”), having a place of business at 1601 Bryan Street, Dallas, Texas 75201.
April 5th, 2017 · Common Contracts · 3 similarVistra Energy Corp – SEPARATION AGREEMENTTHIS SEPARATION AGREEMENT (as hereinafter amended, restated or modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into as of October 3, 2016, by and between Energy Future Holdings Corp., a Texas corporation (the “Company”), TEX Energy LLC, a Delaware limited liability company (“SpinCo”), and TEX Operations Company LLC, a Delaware limited liability company (“OpCo,” and together with the Company and SpinCo, the “Parties” and each individually, a “Party”). Section 1.1 contains the defined terms set forth herein; and capitalized terms used but not defined herein are set forth in the Plan of Reorganization (as defined below).
THIS SEPARATION AGREEMENT (as hereinafter amended, restated or modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into as of October 3, 2016, by and between Energy Future Holdings Corp., a Texas corporation (the “Company”), TEX Energy LLC, a Delaware limited liability company (“SpinCo”), and TEX Operations Company LLC, a Delaware limited liability company (“OpCo,” and together with the Company and SpinCo, the “Parties” and each individually, a “Party”). Section 1.1 contains the defined terms set forth herein; and capitalized terms used but not defined herein are set forth in the Plan of Reorganization (as defined below).
February 26th, 2021 · Common Contracts · 3 similarVistra Corp. – FIFTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEESFIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 7, 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”).
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 7, 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”).
April 5th, 2017 · Common Contracts · 3 similarVistra Energy Corp – TAX MATTERS AGREEMENT BY AND AMONG ENERGY FUTURE HOLDINGS CORP., ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, EFIH FINANCE INC., EFH MERGER CO., LLC AND TEX ENERGY LLC DATED AS OF OCTOBER 3, 2016This TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 3, 2016 (the “TCEH Effective Date”), is entered into by and among Energy Future Holdings Corp., a Texas Corporation (“EFH”), Energy Future Intermediate Holding Company LLC, a Delaware Limited Liability Company (“EFIH”), EFIH Finance Inc., a Delaware corporation (“EFIH Finance”), and TEX Energy LLC, a Delaware limited liability company that is either (a) an indirect wholly owned Subsidiary of EFH in the Spin-Off (as defined below) or (b) an entity newly formed by a designee of the TCEH Supporting First Lien Creditors in the Taxable Separation (as defined below) (“Reorganized TCEH”), and EFH Merger Co., LLC (“Merger Sub”), a Delaware limited liability company and a direct wholly-owned Subsidiary of NextEra Energy, Inc., a Florida corporation (“Parent”) (Merger Sub, together with EFH, EFIH, and EFIH Finance, the “EFH Parties”, and the EFH Parties, together with Reorganized TCEH, the “Parties”).
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 3, 2016 (the “TCEH Effective Date”), is entered into by and among Energy Future Holdings Corp., a Texas Corporation (“EFH”), Energy Future Intermediate Holding Company LLC, a Delaware Limited Liability Company (“EFIH”), EFIH Finance Inc., a Delaware corporation (“EFIH Finance”), and TEX Energy LLC, a Delaware limited liability company that is either (a) an indirect wholly owned Subsidiary of EFH in the Spin-Off (as defined below) or (b) an entity newly formed by a designee of the TCEH Supporting First Lien Creditors in the Taxable Separation (as defined below) (“Reorganized TCEH”), and EFH Merger Co., LLC (“Merger Sub”), a Delaware limited liability company and a direct wholly-owned Subsidiary of NextEra Energy, Inc., a Florida corporation (“Parent”) (Merger Sub, together with EFH, EFIH, and EFIH Finance, the “EFH Parties”, and the EFH Parties, together with Reorganized TCEH, the “Parties”).
April 5th, 2017 · Common Contracts · 3 similarVistra Energy Corp – FIRST AMENDMENT TO LEASE AGREEMENTThis First Amendment to Lease Agreement (this “Amendment”) is dated as of June 1, 2007, by and between U.S. Bank, N.A. (as successor-in-interest to State Street Bank and Trust Company of Connecticut, National Association), as owner trustee of ZSF/Dallas Tower Trust, a Delaware grantor trust (as trustee only, and not individually) (“Lessor”), and TXU Properties Company, a Texas corporation (“Lessee”).
This First Amendment to Lease Agreement (this “Amendment”) is dated as of June 1, 2007, by and between U.S. Bank, N.A. (as successor-in-interest to State Street Bank and Trust Company of Connecticut, National Association), as owner trustee of ZSF/Dallas Tower Trust, a Delaware grantor trust (as trustee only, and not individually) (“Lessor”), and TXU Properties Company, a Texas corporation (“Lessee”).
April 5th, 2017 · Common Contracts · 3 similarVistra Energy Corp – TRANSITION SERVICES AGREEMENTThis TRANSITION SERVICES AGREEMENT (as hereinafter amended, restated or modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into, as of this 3rd day of October, 2016 (the “Effective Date”), by and between Energy Future Holdings Corp., a Texas corporation (and any entity successor thereto, including, upon consummation of the E-Side Transaction (as defined below), the successor thereof (if any), (the “Company”)), and TEX Operations Company LLC, a Delaware limited liability company (“OpCo”). Each of the Company and OpCo is referred to herein as a “Party” and are collectively referred to herein as the “Parties.” All capitalized terms used but not otherwise defined herein have the meaning set forth in Annex A attached hereto.
This TRANSITION SERVICES AGREEMENT (as hereinafter amended, restated or modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into, as of this 3rd day of October, 2016 (the “Effective Date”), by and between Energy Future Holdings Corp., a Texas corporation (and any entity successor thereto, including, upon consummation of the E-Side Transaction (as defined below), the successor thereof (if any), (the “Company”)), and TEX Operations Company LLC, a Delaware limited liability company (“OpCo”). Each of the Company and OpCo is referred to herein as a “Party” and are collectively referred to herein as the “Parties.” All capitalized terms used but not otherwise defined herein have the meaning set forth in Annex A attached hereto.
May 5th, 2022 · Common Contracts · 3 similarVistra Corp. – ELEVENTH AMENDMENT TO CREDIT AGREEMENTThis ELEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of April 29, 2022 (including the annexes, schedules, exhibits and other attachments hereto, this “Eleventh Amendment”), by and among Vistra Operations Company LLC (formerly known as TEX Operations Company LLC), a Delaware limited liability company (the “Borrower”), Vistra Intermediate Company LLC (formerly known as TEX Intermediate Company LLC), a Delaware limited liability company (“Holdings”), the other Credit Parties (as defined in the Credit Agreement referred to below) party hereto, the financial institutions providing 2022 New Revolving Credit Commitments (as defined below) (each, a “2022 New Revolving Loan Lender”), the Revolving Credit Lenders providing 2022 Extended Revolving Credit Commitments (the “2022 Extended Revolving Credit Lenders”), the Revolving Letter of Credit Issuers party hereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and as Collateral Agent. Capitalized terms used but not defined
This ELEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of April 29, 2022 (including the annexes, schedules, exhibits and other attachments hereto, this “Eleventh Amendment”), by and among Vistra Operations Company LLC (formerly known as TEX Operations Company LLC), a Delaware limited liability company (the “Borrower”), Vistra Intermediate Company LLC (formerly known as TEX Intermediate Company LLC), a Delaware limited liability company (“Holdings”), the other Credit Parties (as defined in the Credit Agreement referred to below) party hereto, the financial institutions providing 2022 New Revolving Credit Commitments (as defined below) (each, a “2022 New Revolving Loan Lender”), the Revolving Credit Lenders providing 2022 Extended Revolving Credit Commitments (the “2022 Extended Revolving Credit Lenders”), the Revolving Letter of Credit Issuers party hereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and as Collateral Agent. Capitalized terms used but not defined
February 26th, 2021 · Common Contracts · 3 similarVistra Corp. – SIXTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEESSIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 8, 2021, 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”).
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 8, 2021, 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”).
April 5th, 2017 · Common Contracts · 3 similarVistra Energy Corp – TAX RECEIVABLE AGREEMENT by and between TEX Energy LLC and American Stock Transfer & Trust Company, LLC, as Transfer Agent dated as of October 3, 2016This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 3, 2016 (the “TCEH Effective Date”), is hereby entered into by and between TEX Energy LLC, a Delaware limited liability company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as transfer agent (the “Transfer Agent”).
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 3, 2016 (the “TCEH Effective Date”), is hereby entered into by and between TEX Energy LLC, a Delaware limited liability company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as transfer agent (the “Transfer Agent”).
April 5th, 2017 · Common Contracts · 3 similarVistra Energy Corp – COLLATERAL TRUST AGREEMENT dated as of October 3, 2016 among TEX OPERATIONS COMPANY LLC, as the Company, the Grantors from time to time party hereto, RAILROAD COMMISSION OF TEXAS, as the First-Out Representative, DEUTSCHE BANK AG NEW YORK BRANCH, as...This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of October 3, 2016 and is by and among TEX OPERATIONS COMPANY LLC (the “Company”), the other Grantors from time to time party hereto, RAILROAD COMMISSION OF TEXAS, as First-Out Representative (as defined below), DEUTSCHE BANK AG NEW YORK BRANCH, as Senior Credit Agreement Agent (as defined below), DELAWARE TRUST COMPANY, as collateral trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”) and any First Lien Representative of a Series of First Lien Debt that executes and delivers a Collateral Trust Joinder after the date hereof.
This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of October 3, 2016 and is by and among TEX OPERATIONS COMPANY LLC (the “Company”), the other Grantors from time to time party hereto, RAILROAD COMMISSION OF TEXAS, as First-Out Representative (as defined below), DEUTSCHE BANK AG NEW YORK BRANCH, as Senior Credit Agreement Agent (as defined below), DELAWARE TRUST COMPANY, as collateral trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”) and any First Lien Representative of a Series of First Lien Debt that executes and delivers a Collateral Trust Joinder after the date hereof.
April 2nd, 2021 · Common Contracts · 3 similarVistra Corp. – CREDIT AGREEMENT Dated as of March 29, 2021 among VISTRA INTERMEDIATE COMPANY LLC, as Holdings VISTRA OPERATIONS COMPANY LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, ROYAL BANK OF CANADA, as Administrative Agent and...CREDIT AGREEMENT, dated as of March 29, 2021, among VISTRA INTERMEDIATE COMPANY LLC (“Holdings”), VISTRA OPERATIONS COMPANY LLC (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” or a “Term Lender” and, collectively, the “Lenders” or the “Term Lenders”) and ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent.
CREDIT AGREEMENT, dated as of March 29, 2021, among VISTRA INTERMEDIATE COMPANY LLC (“Holdings”), VISTRA OPERATIONS COMPANY LLC (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” or a “Term Lender” and, collectively, the “Lenders” or the “Term Lenders”) and ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent.
May 5th, 2020 · Common Contracts · 3 similarVistra Energy Corp. – FOURTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEESFOURTH 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”).
FOURTH 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”).
April 5th, 2017 · Common Contracts · 3 similarVistra Energy Corp – PURCHASE AND SALE AGREEMENT by and between La Frontera Ventures, LLC as Seller, and Luminant Holding Company LLC as Buyer dated as of November 25, 2015This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 25, 2015 (the “Effective Date”), is by and between La Frontera Ventures, LLC, a Delaware limited liability company (“Seller”), and Luminant Holding Company LLC, a Delaware limited liability company (“Buyer”).
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 25, 2015 (the “Effective Date”), is by and between La Frontera Ventures, LLC, a Delaware limited liability company (“Seller”), and Luminant Holding Company LLC, a Delaware limited liability company (“Buyer”).
April 5th, 2017 · Common Contracts · 2 similarVistra Energy Corp – GENERAL RELEASE AGREEMENTThis General Release Agreement (this “Agreement”) is entered into as of January 31, 2017, by and between Michael Liebelson (the “Director”) and Vistra Energy Corp. (the “Company”) and sets forth the terms of the Director’s eligibility for certain compensation and benefits upon his resignation from the Company’s board of directors (the “Board”) and its Compensation Committee (the “Compensation Committee”), in exchange for the Director’s agreements herein.
This General Release Agreement (this “Agreement”) is entered into as of January 31, 2017, by and between Michael Liebelson (the “Director”) and Vistra Energy Corp. (the “Company”) and sets forth the terms of the Director’s eligibility for certain compensation and benefits upon his resignation from the Company’s board of directors (the “Board”) and its Compensation Committee (the “Compensation Committee”), in exchange for the Director’s agreements herein.
December 23rd, 2016 · Common Contracts · 2 similarVistra Energy Corp – CREDIT AGREEMENT Dated as of October 3, 2016 among TEX INTERMEDIATE COMPANY LLC, as Holdings TEX OPERATIONS COMPANY LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent...CREDIT AGREEMENT, dated as of October 3, 2016, among TEX INTERMEDIATE COMPANY LLC (“Holdings”), TEX OPERATIONS COMPANY LLC (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent and a Term Letter of Credit Issuer, and DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC, RBC CAPITAL MARKETS, UBS SECURITIES LLC AND NATIXIS, NEW YORK BRANCH, as Joint Lead Arrangers and Joint Bookrunners.
CREDIT AGREEMENT, dated as of October 3, 2016, among TEX INTERMEDIATE COMPANY LLC (“Holdings”), TEX OPERATIONS COMPANY LLC (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent and a Term Letter of Credit Issuer, and DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC, RBC CAPITAL MARKETS, UBS SECURITIES LLC AND NATIXIS, NEW YORK BRANCH, as Joint Lead Arrangers and Joint Bookrunners.
May 5th, 2020 · Common Contracts · 2 similarVistra Energy Corp. – SEVENTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEESSEVENTH 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”).
SEVENTH 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”).
April 5th, 2017 · Common Contracts · 2 similarVistra Energy Corp – TCEH CORP. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTThis Director Indemnification Agreement (this “Agreement”) is made as of this 3rd day of October, 2016, by and between TCEH Corp., a Delaware corporation (the “Company”), and (the “Indemnitee”).
This Director Indemnification Agreement (this “Agreement”) is made as of this 3rd day of October, 2016, by and between TCEH Corp., a Delaware corporation (the “Company”), and (the “Indemnitee”).