Document

Exhibit 4.6
NINTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
NINTH 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 (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”), (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”), (vi) that certain Fifth Supplemental Indenture, dated as of January 31, 2020, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Fifth Supplement”, (vii) that certain Sixth Supplemental Indenture, dated as of March 26, 2020, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Sixth Supplement”), (viii) that certain Seventh Supplemental Indenture, dated as of October 7, 2020, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Seventh Supplement”), and (ix) that certain Eighth Supplemental Indenture, dated as of January 8, 2021, among the Company, the Subsidiary Guarantors party thereto and the Trustee (the “Eighth Supplement” and, together with the Base Indenture, the First Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement, the Fifth Supplement, the Sixth Supplement, and the Seventh 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 Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Subsidiary Guarantees”); and
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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 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 Base Indenture, First Supplement or Fourth Supplement, as applicable.
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 Indentures.  In furtherance of the foregoing, the Guaranteeing Subsidiary 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 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/ Kristopher E. Moldovan        
Name:  Kristopher E. Moldovan
Title:  Senior Vice President and Treasurer
[Signature Page to Ninth Supplemental Indenture]







VISTRA OPERATIONS COMPANY LLC,
as the Company
By: /s/ Kristopher E. Moldovan        
Name:  Kristopher E. Moldovan
Title:  Senior Vice President and Treasurer
[Signature Page to Ninth 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 BROWN 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	MOSS LANDING ENERGY STORAGE 1, LLC
	BLUENET HOLDINGS, LLC	MOSS LANDING ENERGY STORAGE 2, LLC
	BRIGHTSIDE SOLAR, LLC	MOSS LANDING ENERGY STORAGE 3, LLC
	CALUMET ENERGY TEAM, LLC	MOSS LANDING ENERGY STORAGE 4, LLC
	CASCO BAY ENERGY COMPANY, LLC	MOSS LANDING POWER COMPANY LLC
	CINCINNATI BELL 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	PLEASANTS 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 KILLEN, 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


[Signature Page to Ninth Supplemental Indenture]






						
	FOREST GROVE SOLAR LLC	TRIEAGLE 2, LLC
	GENERATION SVC COMPANY	TRIEAGLE ENERGY LP
	HALLMARK SOLAR, LLC	TRINIDAD POWER STORAGE LLC
	HANGING ROCK POWER COMPANY LLC	TXU ELECTRIC COMPANY, INC.
	HAYS 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
	KINCAID GENERATION, L.L.C.	VISTRA ASSET COMPANY LLC
	KENDALL 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	WHARTON 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	ZIMMER POWER COMPANY LLC




as the Subsidiary Guarantors




By: /s/ Kristopher E. Moldovan            
Name:  Kristopher E. Moldovan
Title:  Senior Vice President and Treasurer


[Signature Page to Ninth Supplemental Indenture]







WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee
By: /s/ Christopher Spinelli    
Name:  Christopher Spinelli
Title:       Vice President
[Signature Page to Ninth Supplemental Indenture]







SCHEDULE I
SUBSIDIARY GUARANTORS
						
	Name	Jurisdiction
	Viridian International Management LLC	Delaware










Sch-I-1