Document

Exhibit 4.42

EIGHTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
EIGHTH 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”).
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”), and (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, together with the Base Indenture, the First Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement, the Fifth Supplement and the Sixth 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 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 and the Fourth Supplement, the Trustee, the Company and the other Subsidiary Guarantors are authorized and required to execute and deliver this Supplemental Indenture.
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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, First Supplement or Fourth 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 Indentures.  In furtherance of the foregoing, each of the Guaranteeing Subsidiaries 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 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.
			
	COLETO CREEK ENERGY STORAGE LLC
	FOREST GROVE SOLAR LLC
	MORRO BAY ENERGY STORAGE 1, LLC
	MORRO BAY ENERGY STORAGE 2, LLC
	MOSS LANDING ENERGY STORAGE 3, LLC
	MOSS LANDING ENERGY STORAGE 4, LLC
	OAK HILL SOLAR LLC
	OAKLAND ENERGY STORAGE 1, LLC
	OAKLAND ENERGY STORAGE 2, LLC
	OAKLAND ENERGY STORAGE 3, LLC
	RENEWABLE ENERGY VENTURES, LLC
TRINIDAD POWER STORAGE LLC, 

	TRINIDAD POWER STORAGE LLC
TRINIDAD POWER STORAGE LLC
, 

	as the Guaranteeing Subsidiaries






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


[Signature Page to Eighth 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 Eighth Supplemental Indenture]







						
	AMBIT CALIFORNIA, LLC	KINCAID GENERATION, L.L.C.
	AMBIT ENERGY HOLDINGS, LLC	LA FRONTERA HOLDINGS, LLC
	AMBIT HOLDINGS, LLC	LAKE ROAD GENERATING COMPANY, LLC
	AMBIT ILLINOIS, LLC	LIBERTY ELECTRIC POWER, LLC
	AMBIT MARKETING, LLC	LONE STAR ENERGY COMPANY, INC.
	AMBIT MIDWEST, LLC	LONE STAR PIPELINE COMPANY, INC.
	AMBIT NEW YORK, LLC	LUMINANT ENERGY COMPANY LLC
	AMBIT NORTHEAST, LLC	LUMINANT ENERGY TRADING CALIFORNIA COMPANY
	AMBIT TEXAS, LLC	LUMINANT ET SERVICES COMPANY LLC
	ANP BELLINGHAM ENERGY COMPANY, LLC	LUMINANT GENERATION COMPANY LLC
	ANP BLACKSTONE ENERGY COMPANY, LLC	LUMINANT MINING COMPANY LLC
	BIG BROWN POWER COMPANY LLC	LUMINANT POWER GENERATION INC.
	BIG SKY GAS, LLC	LUMINANT POWER LLC
	BIG SKY GAS HOLDINGS, LLC	MASSPOWER, LLC
	BLUENET HOLDINGS, LLC	MIDLOTHIAN ENERGY, LLC
	BRIGHTSIDE SOLAR, LLC	MILFORD POWER COMPANY, LLC
	CALUMET ENERGY TEAM, LLC	MORRO BAY POWER COMPANY LLC
	CASCO BAY ENERGY COMPANY, LLC	MOSS LANDING ENERGY STORAGE 1, LLC
	CINCINNATI BELL ENERGY LLC	MOSS LANDING ENERGY STORAGE 2, LLC
	COFFEEN AND WESTERN RAILROAD COMPANY	MOSS LANDING POWER COMPANY LLC
	COLETO CREEK POWER, LLC	NCA RESOURCES DEVELOPMENT COMPANY LLC
	COMANCHE PEAK POWER COMPANY LLC	NEPCO SERVICES COMPANY
	CORE SOLAR SPV I, LLC	NORTHEASTERN POWER COMPANY
	CRIUS ENERGY, LLC	NORTH JERSEY ENERGY HOLDINGS, LLC
	CRIUS ENERGY CORPORATION	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
	CRIUS SOLAR FULFILLMENT, LLC	OAK GROVE MANAGEMENT COMPANY LLC
	DALLAS POWER & LIGHT COMPANY, INC.	OAKLAND POWER COMPANY LLC
	DYNEGY ADMINISTRATIVE SERVICES COMPANY	ONTELAUNEE POWER OPERATING COMPANY, LLC
	DYNEGY COAL GENERATION, 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 COMMERCIAL ASSET MANAGEMENT, LLC	PUBLIC POWER, LLC (a Connecticut limited liability company)

	DYNEGY CONESVILLE, LLC	PUBLIC POWER, LLC (a Pennsylvania limited liability company)

	DYNEGY DICKS CREEK, LLC	RENEWABLE ENERGY VENTURES, LLC
	DYNEGY ENERGY SERVICES (EAST), LLC	REGIONAL ENERGY HOLDINGS, INC.
	DYNEGY ENERGY SERVICES, LLC	RICHLAND-STRYKER GENERATION LLC
	DYNEGY FAYETTE II, LLC	SANDOW POWER COMPANY LLC
	DYNEGY GAS IMPORTS, LLC	SITHE ENERGIES, INC.
	DYNEGY HANGING ROCK II, LLC	SITHE/INDEPENDENCE LLC
	DYNEGY KENDALL ENERGY, LLC	SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.


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	DYNEGY KILLEN, LLC	TEXAS ELECTRIC SERVICE COMPANY, INC.
	DYNEGY MARKETING AND TRADE, LLC	TEXAS ENERGY INDUSTRIES COMPANY, INC.
	DYNEGY MIAMI FORT, LLC	TEXAS POWER & LIGHT COMPANY, INC.
	DYNEGY MIDWEST GENERATION, LLC	TEXAS UTILITIES COMPANY, INC.
	DYNEGY NORTHEAST GENERATION GP, INC.	TEXAS UTILITIES ELECTRIC COMPANY, INC.
	DYNEGY OPERATING COMPANY	TRIEAGLE 1, LLC
	DYNEGY POWER MARKETING, LLC	TRIEAGLE 2, LLC
	DYNEGY RESOURCES GENERATING HOLDCO, LLC	TRIEAGLE ENERGY LP
	DYNEGY SOUTH BAY, LLC	TXU ELECTRIC COMPANY, INC.
	DYNEGY STUART, LLC	TXU ENERGY RETAIL COMPANY LLC
	DYNEGY WASHINGTON II, LLC	TXU RETAIL SERVICES COMPANY
	DYNEGY ZIMMER, LLC	UPTON COUNTY SOLAR 2, LLC
	EMERALD GROVE SOLAR, LLC	VALUE BASED BRANDS LLC
	ENERGY REWARDS, LLC	VIRIDIAN ENERGY, LLC
	ENNIS POWER COMPANY, LLC	VIRIDIAN ENERGY PA LLC
	EQUIPOWER RESOURCES CORP.	VIRIDIAN ENERGY NY, LLC
	EVERYDAY ENERGY NJ, LLC	VIRIDIAN NETWORK, LLC
	EVERYDAY ENERGY, LLC	VISTRA ASSET COMPANY LLC
	GENERATION SVC COMPANY	VISTRA CORPORATE SERVICES COMPANY
	HALLMARK SOLAR, LLC	VISTRA EP PROPERTIES COMPANY
	HAYS ENERGY, LLC	VISTRA FINANCE CORP.
	HOPEWELL POWER GENERATION, LLC	VISTRA INSURANCE SOLUTIONS LLC
	ILLINOIS POWER GENERATING COMPANY	VISTRA PREFERRED INC.
	ILLINOIS POWER MARKETING COMPANY	VOLT ASSET COMPANY, INC.
	ILLINOIS POWER RESOURCES GENERATING, LLC	WHARTON COUNTY GENERATION, LLC
	ILLINOIS POWER RESOURCES, LLC	WISE COUNTY POWER COMPANY, LLC
	ILLINOVA CORPORATION	WISE-FUELS PIPELINE, INC.,

	IPH, LLC	
		


 as the Subsidiary Guarantors




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




			
	
















[Signature Page to Eighth Supplemental Indenture]












WILMINGTON TRUST, NATIONAL ASSOCIATION, 
as the Trustee




By:    /s/ Barry D. Somrock                                              
Name:  Barry D. Somrock 
Title:  Vice President














[Signature Page to Eighth Supplemental Indenture]







SCHEDULE I
SUBSIDIARY GUARANTORS
						
	Name	Jurisdiction
	Coleto Creek Energy Storage LLC	Delaware
	Forest Grove Solar LLC	Delaware
	Morro Bay Energy Storage 1, LLC	Delaware
	Morro Bay Energy Storage 2, LLC	Delaware
	Moss Landing Energy Storage 3, LLC	Delaware
	Moss Landing Energy Storage 4, LLC	Delaware
	Oak Hill Solar LLC	Delaware
	Oakland Energy Storage 1, LLC	Delaware
	Oakland Energy Storage 2, LLC	Delaware
	Oakland Energy Storage 3, LLC	Delaware
	Renewable Energy Ventures, LLC	Delaware
	Trinidad Power Storage LLC	Delaware








Sch-I-1