Exhibit






Exhibit 4.2
TENTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
TENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 30, 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”).
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the Trustee that certain Indenture (as supplemented and amended, the “Indenture”), dated as of October 27, 2014, 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 $750,000,000 of 7.625% Senior Notes due 2024 (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.
	
	
	CORE SOLAR SPV I, LLC
MOSS LANDING ENERGY STORAGE 1, LLC

	VISTRA INSURANCE SOLUTIONS LLC

	VOLT ASSET COMPANY, INC.
VOLT VENTURES LLC,

	as the Guaranteeing Subsidiaries






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






[Signature Page to Tenth Supplemental Indenture]










VISTRA ENERGY CORP., 
as the Company
By: /s/ KRISTOPHER E. MOLDOVAN    
Name:  Kristopher E. Moldovan 
Title:  Senior Vice President and Treasurer






[Signature Page to Tenth Supplemental Indenture]










	
		
	ANP BELLINGHAM ENERGY COMPANY, LLC
	ILLINOIS POWER RESOURCES, LLC

	ANP BLACKSTONE ENERGY COMPANY, LLC
	ILLINOVA CORPORATION

	BIG BROWN POWER COMPANY LLC
	IPH, LLC

	CALUMET ENERGY TEAM, LLC
	KINCAID GENERATION, L.L.C.

	CASCO BAY ENERGY COMPANY, LLC
	LA FRONTERA HOLDINGS, LLC

	COFFEEN AND WESTERN RAILROAD COMPANY
	LAKE ROAD GENERATING COMPANY, LLC

	COLETO CREEK POWER, LLC
	LIBERTY ELECTRIC POWER, LLC

	COMANCHE PEAK POWER COMPANY LLC
	LONE STAR ENERGY COMPANY, INC.

	DALLAS POWER & LIGHT COMPANY, INC.
	LONE STAR PIPELINE COMPANY, INC.

	DYNEGY ADMINISTRATIVE SERVICES COMPANY
	LUMINANT ENERGY COMPANY LLC

	DYNEGY ASSOCIATES NORTHEAST LP, INC.
	LUMINANT ENERGY TRADING CALIFORNIA COMPANY

	DYNEGY COAL GENERATION, LLC
	LUMINANT ET SERVICES COMPANY LLC

	DYNEGY COAL HOLDCO, LLC
	LUMINANT GENERATION COMPANY LLC

	DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
	LUMINANT MINING COMPANY LLC

	DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
	MASSPOWER, LLC

	DYNEGY CONESVILLE, LLC
	MIDLOTHIAN ENERGY, LLC

	DYNEGY DICKS CREEK, LLC
	MILFORD POWER COMPANY, LLC

	DYNEGY ENERGY SERVICES (EAST), LLC
	NCA RESOURCES DEVELOPMENT COMPANY LLC

	DYNEGY ENERGY SERVICES, LLC
	NEPCO SERVICES COMPANY

	DYNEGY FAYETTE II, LLC
	NORTHEASTERN POWER COMPANY

	DYNEGY GAS IMPORTS, LLC
	OAK GROVE MANAGEMENT COMPANY LLC

	DYNEGY HANGING ROCK II, LLC
	ONTELAUNEE POWER OPERATING COMPANY, LLC

	DYNEGY KENDALL ENERGY, LLC
	PLEASANTS ENERGY, LLC

	DYNEGY KILLEN, LLC
	RICHLAND-STRYKER GENERATION LLC

	DYNEGY MARKETING AND TRADE, LLC
	SANDOW POWER COMPANY LLC

	DYNEGY MIAMI FORT, LLC
	SITHE ENERGIES, INC.

	DYNEGY MIDWEST GENERATION, LLC
	SITHE/INDEPENDENCE LLC

	DYNEGY MORRO BAY, LLC
	SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.

	DYNEGY MOSS LANDING, LLC
	TEXAS ELECTRIC SERVICE COMPANY, INC.

	DYNEGY NORTHEAST GENERATION GP, INC.
	TEXAS ENERGY INDUSTRIES COMPANY, INC.

	DYNEGY OAKLAND, LLC
	TEXAS POWER & LIGHT COMPANY, INC.

	DYNEGY OPERATING COMPANY
	TEXAS UTILITIES COMPANY, INC.

	DYNEGY POWER GENERATION INC.
	TEXAS UTILITIES ELECTRIC COMPANY, INC.

	DYNEGY POWER MARKETING, LLC
	T-FUELS, LLC

	DYNEGY POWER, LLC
	TXU ELECTRIC COMPANY, INC.

	DYNEGY RESOURCE II, LLC
	TXU ENERGY RETAIL COMPANY LLC

	DYNEGY RESOURCES GENERATING HOLDCO, LLC
	TXU RETAIL SERVICES COMPANY

	DYNEGY SOUTH BAY, LLC
	UPTON COUNTY SOLAR 2, LLC

	DYNEGY STUART, LLC
	VALUE BASED BRANDS LLC

	DYNEGY WASHINGTON II, LLC
	VISTRA ASSET COMPANY LLC

	DYNEGY ZIMMER, LLC
	VISTRA CORPORATE SERVICES COMPANY

	ENNIS POWER COMPANY, LLC
	VISTRA EP PROPERTIES COMPANY

	EQUIPOWER RESOURCES CORP.
	VISTRA FINANCE CORP.

	GENERATION SVC COMPANY
	VISTRA INTERMEDIATE COMPANY LLC

	HAVANA DOCK ENTERPRISES, LLC
	VISTRA OPERATIONS COMPANY LLC

	HAYS ENERGY, LLC
	VISTRA PREFERRED INC.






[Signature Page to Tenth Supplemental Indenture]







	
		
	HOPEWELL POWER GENERATION, LLC
	WHARTON COUNTY GENERATION, LLC

	ILLINOIS POWER GENERATING COMPANY
	WISE COUNTY POWER COMPANY, LLC

	ILLINOIS POWER MARKETING COMPANY
	WISE-FUELS PIPELINE, INC.,

	ILLINOIS POWER RESOURCES GENERATING, LLC
	as the Subsidiary Guarantors

	 
	 

	 
	 




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








[Signature Page to Tenth Supplemental Indenture]










WILMINGTON TRUST, NATIONAL ASSOCIATION, 
as the Trustee
By: /s/ SHAWN GOFFINET    
Name:  Shawn Goffinet  
Title:   Assistant Vice President 




[Signature Page to Tenth Supplemental Indenture]










SCHEDULE I
SUBSIDIARY GUARANTORS
	
		
	Name
	Jurisdiction

	Core Solar SPV I, LLC
	Delaware

	Moss Landing Energy Storage 1, LLC
	Delaware

	Vistra Insurance Solutions LLC
	Texas

	Volt Asset Company, Inc.
	Delaware

	Volt Ventures LLC
	Texas










Sch-I-1