Exhibit






Exhibit 4.8
SECOND SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
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”).
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 and (ii) that certain Supplemental Indenture, 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 and $800,000,000 of 4.30% Senior Secured Notes due 2029 (collectively, the “Notes”)(the “First Supplement” and, together with the Base Indenture, 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 Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Subsidiary Guarantees”); and
WHEREAS, pursuant to Section 9.01 of the Base Indenture and Sections 4.07 and 9.01 of the First 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 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 Base Indenture or First Supplement, as applicable.
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 


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Guaranteeing Subsidiaries shall be deemed a Subsidiary Guarantor for purposes of Article 10 of the First 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 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 Second 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 Second Supplemental Indenture]










	
		
	ANP BELLINGHAM ENERGY COMPANY, LLC
	ILLINOIS POWER RESOURCES GENERATING, LLC

	ANP BLACKSTONE ENERGY COMPANY, LLC
	ILLINOIS POWER RESOURCES, LLC

	BIG BROWN POWER COMPANY LLC
	ILLINOVA CORPORATION

	CALUMET ENERGY TEAM, LLC
	IPH, LLC

	CASCO BAY ENERGY COMPANY, LLC
	KINCAID GENERATION, L.L.C.

	COFFEEN AND WESTERN RAILROAD COMPANY
	LA FRONTERA HOLDINGS, LLC

	COLETO CREEK POWER, LLC
	LAKE ROAD GENERATING COMPANY, LLC

	COMANCHE PEAK POWER COMPANY LLC
	LIBERTY ELECTRIC POWER, LLC

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

	DYNEGY ADMINISTRATIVE SERVICES COMPANY
	LONE STAR PIPELINE COMPANY, INC.

	DYNEGY ASSOCIATES NORTHEAST LP, INC.
	LUMINANT ENERGY COMPANY LLC

	DYNEGY COAL GENERATION, LLC
	LUMINANT ENERGY TRADING CALIFORNIA COMPANY

	DYNEGY COAL HOLDCO, LLC
	LUMINANT ET SERVICES COMPANY LLC

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

	DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
	LUMINANT MINING COMPANY LLC

	DYNEGY CONESVILLE, LLC
	MASSPOWER, LLC

	DYNEGY DICKS CREEK, LLC
	MIDLOTHIAN ENERGY, LLC

	DYNEGY ENERGY SERVICES (EAST), LLC
	MILFORD POWER COMPANY, LLC

	DYNEGY ENERGY SERVICES, LLC
	NCA RESOURCES DEVELOPMENT COMPANY LLC

	DYNEGY FAYETTE II, LLC
	NEPCO SERVICES COMPANY

	DYNEGY GAS IMPORTS, LLC
	NORTHEASTERN POWER COMPANY

	DYNEGY HANGING ROCK II, LLC
	OAK GROVE MANAGEMENT COMPANY LLC

	DYNEGY KENDALL ENERGY, LLC
	ONTELAUNEE POWER OPERATING COMPANY, LLC

	DYNEGY KILLEN, LLC
	PLEASANTS ENERGY, LLC

	DYNEGY MARKETING AND TRADE, LLC
	RICHLAND-STRYKER GENERATION LLC

	DYNEGY MIAMI FORT, LLC
	SANDOW POWER COMPANY LLC

	DYNEGY MIDWEST GENERATION, LLC
	SITHE ENERGIES, INC.

	DYNEGY MORRO BAY, LLC
	SITHE/INDEPENDENCE LLC

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

	DYNEGY NORTHEAST GENERATION GP, INC.
	TEXAS ELECTRIC SERVICE COMPANY, INC.

	DYNEGY OAKLAND, LLC
	TEXAS ENERGY INDUSTRIES COMPANY, INC.

	DYNEGY OPERATING COMPANY
	TEXAS POWER & LIGHT COMPANY, INC.

	DYNEGY POWER GENERATION INC.
	TEXAS UTILITIES COMPANY, INC.

	DYNEGY POWER MARKETING, LLC
	TEXAS UTILITIES ELECTRIC COMPANY, INC.

	DYNEGY POWER, LLC
	T-FUELS, LLC

	DYNEGY RESOURCE II, LLC
	TXU ELECTRIC COMPANY, INC.

	DYNEGY RESOURCES GENERATING HOLDCO, LLC
	TXU ENERGY RETAIL COMPANY LLC

	DYNEGY SOUTH BAY, LLC
	TXU RETAIL SERVICES COMPANY

	DYNEGY STUART, LLC
	UPTON COUNTY SOLAR 2, LLC

	DYNEGY WASHINGTON II, LLC
	VALUE BASED BRANDS LLC

	DYNEGY ZIMMER, LLC
	VISTRA ASSET COMPANY LLC

	ENNIS POWER COMPANY, LLC
	VISTRA CORPORATE SERVICES COMPANY

	EQUIPOWER RESOURCES CORP.
	VISTRA EP PROPERTIES COMPANY

	GENERATION SVC COMPANY
	VISTRA FINANCE CORP.

	HAVANA DOCK ENTERPRISES, LLC
	VISTRA PREFERRED INC.

	HAYS ENERGY, LLC
	WHARTON COUNTY GENERATION, LLC






[Signature Page to Second Supplemental Indenture]







	
		
	HOPEWELL POWER GENERATION, LLC
	WISE COUNTY POWER COMPANY, LLC

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

	ILLINOIS POWER MARKETING COMPANY
	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 Second 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