SEVENTH SUPPLEMENTAL INDENTURE SUBSIDIARY GUARANTEES
Exhibit 4.3
SUBSIDIARY GUARANTEES
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”).
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the Trustee that certain Indenture (as supplemented and amended, the “Indenture”), dated as of August 22, 2018, among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,000,000,000 of 5.500% Senior Notes due 2026 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary 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 Subsidiary, 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. The Guaranteeing Subsidiary 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. The Guaranteeing Subsidiary 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, the Guaranteeing Subsidiary 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 Subsidiary 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.
VIRIDIAN INTERNATIONAL MANAGEMENT LLC, | ||
| as the Guaranteeing Subsidiary | ||
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
Title: Senior Vice President and Treasurer
[Signature Page to Seventh Supplemental Indenture]
VISTRA OPERATIONS COMPANY LLC,
as the Company
as the Company
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
Title: Senior Vice President and Treasurer
[Signature Page to Seventh Supplemental Indenture]
| AMBIT CALIFORNIA, LLC | LUMINANT ET SERVICES COMPANY LLC | ||||
| AMBIT ENERGY HOLDINGS, LLC | LUMINANT GAS IMPORTS LLC | ||||
| AMBIT HOLDINGS, LLC | LUMINANT GENERATION COMPANY LLC | ||||
| AMBIT ILLINOIS, LLC | LUMINANT MINING COMPANY LLC | ||||
| AMBIT MARKETING, LLC | LUMINANT POWER GENERATION INC. | ||||
| AMBIT MIDWEST, LLC | LUMINANT POWER LLC | ||||
| AMBIT NEW YORK, LLC | MASSPOWER, LLC | ||||
| AMBIT NORTHEAST, LLC | MIAMI FORT POWER COMPANY LLC | ||||
| AMBIT TEXAS, LLC | MIDLOTHIAN ENERGY, LLC | ||||
| BELLINGHAM POWER GENERATION LLC | MILFORD POWER COMPANY, LLC | ||||
| BIG ▇▇▇▇▇ POWER COMPANY LLC | MORRO BAY ENERGY STORAGE 1, LLC | ||||
| BIG SKY GAS, LLC | MORRO BAY ENERGY STORAGE 2, LLC | ||||
| BIG SKY GAS HOLDINGS, LLC | MORRO BAY POWER COMPANY LLC | ||||
| BLACKSTONE POWER GENERATION LLC | ▇▇▇▇ LANDING ENERGY STORAGE 1, LLC | ||||
| BLUENET HOLDINGS, LLC | ▇▇▇▇ LANDING ENERGY STORAGE 2, LLC | ||||
| BRIGHTSIDE SOLAR, LLC | ▇▇▇▇ LANDING ENERGY STORAGE 3, LLC | ||||
| CALUMET ENERGY TEAM, LLC | ▇▇▇▇ LANDING ENERGY STORAGE 4, LLC | ||||
| CASCO BAY ENERGY COMPANY, LLC | ▇▇▇▇ LANDING POWER COMPANY LLC | ||||
| CINCINNATI ▇▇▇▇ ENERGY LLC | NCA RESOURCES DEVELOPMENT COMPANY LLC | ||||
| COFFEEN AND WESTERN RAILROAD COMPANY | NEPCO SERVICES COMPANY | ||||
| COLETO CREEK POWER, LLC | NORTHEASTERN POWER COMPANY | ||||
| COLETO CREEK ENERGY STORAGE LLC | OAK GROVE MANAGEMENT COMPANY LLC | ||||
| COMANCHE PEAK POWER COMPANY LLC | OAK HILL SOLAR LLC | ||||
| CORE SOLAR SPV I, LLC | OAKLAND ENERGY STORAGE 1, LLC | ||||
| CRIUS ENERGY, LLC | OAKLAND ENERGY STORAGE 2, LLC | ||||
| CRIUS ENERGY CORPORATION | OAKLAND ENERGY STORAGE 3, LLC | ||||
| CRIUS SOLAR FULFILLMENT, LLC | OAKLAND POWER COMPANY LLC | ||||
| DALLAS POWER & LIGHT COMPANY, INC. | ONTELAUNEE POWER OPERATING COMPANY, LLC | ||||
| DICKS CREEK POWER COMPANY LLC | ▇▇▇▇▇▇▇▇▇ ENERGY, LLC | ||||
| DYNEGY COAL HOLDCO, LLC | PUBLIC POWER & UTILITY OF MARYLAND, LLC | ||||
| DYNEGY COAL TRADING & TRANSPORTATION, L.L.C. | PUBLIC POWER & UTILITY OF NY, INC. | ||||
| DYNEGY CONESVILLE, LLC | PUBLIC POWER, LLC (a Connecticut limited liability company) | ||||
| DYNEGY ENERGY SERVICES (EAST), LLC | PUBLIC POWER, LLC (a Pennsylvania limited liability company) | ||||
| DYNEGY ENERGY SERVICES, LLC | REGIONAL ENERGY HOLDINGS, INC. | ||||
| DYNEGY ▇▇▇▇▇▇, LLC | RENEWABLE ENERGY VENTURES, LLC | ||||
| DYNEGY MARKETING AND TRADE, LLC | RICHLAND-STRYKER GENERATION LLC | ||||
| DYNEGY MIDWEST GENERATION, LLC | SANDOW POWER COMPANY LLC | ||||
| DYNEGY OPERATING COMPANY | SAYREVILLE POWER GP INC. | ||||
| DYNEGY POWER MARKETING, LLC | SAYREVILLE POWER HOLDINGS LLC | ||||
| DYNEGY RESOURCES GENERATING HOLDCO, LLC | SAYREVILLE POWER LP | ||||
| DYNEGY SOUTH BAY, LLC | SITHE ENERGIES, INC. | ||||
| DYNEGY STUART, LLC | SITHE/INDEPENDENCE LLC | ||||
| EMERALD GROVE SOLAR, LLC | SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC. | ||||
| ENERGY REWARDS, LLC | TEXAS ELECTRIC SERVICE COMPANY, INC. | ||||
| ENNIS POWER COMPANY, LLC | TEXAS ENERGY INDUSTRIES COMPANY, INC. | ||||
| EQUIPOWER RESOURCES CORP. | TEXAS POWER & LIGHT COMPANY, INC. | ||||
| EVERYDAY ENERGY NJ, LLC | TEXAS UTILITIES COMPANY, INC. | ||||
| EVERYDAY ENERGY, LLC | TEXAS UTILITIES ELECTRIC COMPANY, INC. | ||||
| FAYETTE POWER COMPANY LLC | TRIEAGLE 1, LLC | ||||
| FOREST GROVE SOLAR LLC | TRIEAGLE 2, LLC | ||||
[Signature Page to Seventh Supplemental Indenture]
| GENERATION SVC COMPANY | TRIEAGLE ENERGY LP | ||||
| HALLMARK SOLAR, LLC | TRINIDAD POWER STORAGE LLC | ||||
| HANGING ROCK POWER COMPANY LLC | TXU ELECTRIC COMPANY, INC. | ||||
| ▇▇▇▇ ENERGY, LLC | TXU ENERGY RETAIL COMPANY LLC | ||||
| HOPEWELL POWER GENERATION, LLC | TXU RETAIL SERVICES COMPANY | ||||
| ILLINOIS POWER GENERATING COMPANY | UPTON COUNTY SOLAR 2, LLC | ||||
| ILLINOIS POWER MARKETING COMPANY | VALUE BASED BRANDS LLC | ||||
| ILLINOIS POWER RESOURCES GENERATING, LLC | VIRIDIAN ENERGY, LLC | ||||
| ILLINOIS POWER RESOURCES, LLC | VIRIDIAN ENERGY PA LLC | ||||
| ILLINOVA CORPORATION | VIRIDIAN ENERGY NY, LLC | ||||
| IPH, LLC | VIRIDIAN NETWORK, LLC | ||||
| ▇▇▇▇▇▇▇ GENERATION, L.L.C. | VISTRA ASSET COMPANY LLC | ||||
| ▇▇▇▇▇▇▇ POWER COMPANY LLC | VISTRA CORPORATE SERVICES COMPANY | ||||
| LA FRONTERA HOLDINGS, LLC | VISTRA EP PROPERTIES COMPANY | ||||
| LAKE ROAD GENERATING COMPANY, LLC | VISTRA FINANCE CORP. | ||||
| LIBERTY ELECTRIC POWER, LLC | VISTRA INSURANCE SOLUTIONS LLC | ||||
| LONE STAR ENERGY COMPANY, INC. | VISTRA PREFERRED INC. | ||||
| LONE STAR PIPELINE COMPANY, INC. | VOLT ASSET COMPANY, INC. | ||||
| LUMINANT ADMINISTRATIVE SERVICES COMPANY | WASHINGTON POWER GENERATION LLC | ||||
| LUMINANT COAL GENERATION LLC | ▇▇▇▇▇▇▇ COUNTY GENERATION, LLC | ||||
| LUMINANT COMMERCIAL ASSET MANAGEMENT LLC | WISE COUNTY POWER COMPANY, LLC | ||||
| LUMINANT ENERGY COMPANY LLC | WISE-FUELS PIPELINE, INC. | ||||
| LUMINANT ENERGY TRADING CALIFORNIA COMPANY | ▇▇▇▇▇▇ POWER COMPANY LLC | ||||
as the Subsidiary Guarantors
By: /s/ ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
Title: Senior Vice President and Treasurer
[Signature Page to Seventh Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee
as the Trustee
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
Title: Vice President
[Signature Page to Seventh Supplemental Indenture]
SCHEDULE I
SUBSIDIARY GUARANTOR
| Name | Jurisdiction | ||||
| Viridian International Management LLC | Delaware | ||||
Sch-I-1