Document

Exhibit 4.11
FIFTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 31, 2020, 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”, and (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” and, together with the Base Indenture, the First Supplement, the Second Supplement, and the Third 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.
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:
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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.
			
	BIG SKY GAS, LLC
BIG SKY GAS HOLDINGS, LLC
CINCINNATI BELL ENERGY, LLC
CRIUS ENERGY, LLC
CRIUS ENERGY CORPORATION
CRIUS ENERGY MANAGEMENT, LLC
CRIUS ENERGY MANAGEMENT 2, LLC
CRIUS SOLAR FULFILLMENT, LLC
CRIUS SOLAR HOLDINGS, LLC
CRIUS SOLAR, LLC
ENERGY REWARDS, LLC
ENERGY SOLUTIONS GROUP, LLC
EVERYDAY ENERGY NJ, LLC
EVERYDAY ENERGY, LLC
PEOPLE’S CHOICE ENERGY, LLC
PUBLIC POWER & UTILITY OF MARYLAND, LLC
PUBLIC POWER & UTILITY OF NY, INC.
PUBLIC POWER, LLC (a Connecticut limited liability company)
PUBLIC POWER, LLC (PA-3933152, a Pennsylvania limited liability company)
REGIONAL ENERGY HOLDINGS, INC.
TRIEAGLE 1, LLC
TRIEAGLE 2, LLC
TRIEAGLE ENERGY LP
VIRIDIAN ENERGY, LLC
VIRIDIAN ENERGY PA LLC
VIRIDIAN ENERGY NY, LLC
VIRIDIAN NETWORK, LLC

	BIG SKY GAS HOLDINGS, LLC
	CINCINNATI BELL ENERGY, LLC
	CRIUS ENERGY, LLC
	CRIUS ENERGY CORPORATION
	CRIUS ENERGY MANAGEMENT, LLC
	CRIUS ENERGY MANAGEMENT 2, LLC
	CRIUS SOLAR FULFILLMENT, LLC
	CRIUS SOLAR HOLDINGS, LLC
	CRIUS SOLAR, LLC
	ENERGY REWARDS, LLC
	ENERGY SOLUTIONS GROUP, LLC
	EVERYDAY ENERGY NJ, LLC
	EVERYDAY ENERGY, LLC
	PEOPLE’S CHOICE ENERGY, LLC
	PUBLIC POWER & UTILITY OF MARYLAND, LLC
	PUBLIC POWER & UTILITY OF NY, INC.
	PUBLIC POWER, LLC (a Connecticut limited liability company)

	PUBLIC POWER, LLC (PA-3933152, a Pennsylvania limited liability company)

	REGIONAL ENERGY HOLDINGS, INC.
	TRIEAGLE 1, LLC
	TRIEAGLE 2, LLC
	TRIEAGLE ENERGY LP
	VIRIDIAN ENERGY, LLC
	VIRIDIAN ENERGY PA LLC
	VIRIDIAN ENERGY NY, LLC
	VIRIDIAN NETWORK, LLC
	
	AS THE GUARANTEEING SUBSIDIARIES




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


[Signature Page to Fifth 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 Fifth Supplemental Indenture]









												
	ANP BELLINGHAM ENERGY COMPANY, LLC		ILLINOIS POWER RESOURCES, LLC	
	ANP BLACKSTONE ENERGY COMPANY, LLC		ILLINOVA CORPORATION	
	BIG BROWN POWER COMPANY LLC 
BRIGHTSIDE SOLAR, 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.	
	CORE SOLAR SPV I, LLC		LONE STAR PIPELINE COMPANY, INC.	
	DALLAS POWER & LIGHT COMPANY, INC.		LUMINANT ENERGY COMPANY LLC	
	DYNEGY ADMINISTRATIVE SERVICES COMPANY		LUMINANT ENERGY TRADING CALIFORNIA COMPANY	
	DYNEGY ASSOCIATES NORTHEAST LP, INC.		LUMINANT ET SERVICES COMPANY LLC	
	DYNEGY COAL GENERATION, LLC		LUMINANT GENERATION COMPANY LLC	
	DYNEGY COAL HOLDCO, LLC		LUMINANT MINING COMPANY LLC	
	DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.		MASSPOWER, LLC	
	DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC		MIDLOTHIAN ENERGY, LLC	
	DYNEGY CONESVILLE, LLC		MILFORD POWER COMPANY, LLC	
	DYNEGY DICKS CREEK, LLC		MOSS LANDING ENERGY STORAGE 1, 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	


[Signature Page to Fifth Supplemental Indenture]








												
	EMERALD GROVE SOLAR, LLC
ENNIS POWER COMPANY, LLC
		VISTRA EP PROPERTIES COMPANY	
	EQUIPOWER RESOURCES CORP.		VISTRA FINANCE CORP.	
	GENERATION SVC COMPANY		VISTRA INSURANCE SOLUTIONS LLC	
	HALLMARK SOLAR, LLC
HAVANA DOCK ENTERPRISES, LLC
		VISTRA PREFERRED INC.	
	HAYS ENERGY, LLC		VOLT ASSET COMPANY, INC.	
	HOPEWELL POWER GENERATION, LLC		VOLT VENTURES LLC	
	ILLINOIS POWER GENERATING COMPANY		WHARTON COUNTY GENERATION, LLC	
	ILLINOIS POWER MARKETING COMPANY		WISE COUNTY POWER COMPANY, LLC	
	ILLINOIS POWER RESOURCES GENERATING, LLC		WISE-FUELS PIPELINE, INC.,
	






AS SUBSIDIARY GUARANTORS 


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




[Signature Page to Fifth Supplemental Indenture]









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


[Signature Page to Fifth Supplemental Indenture]









SCHEDULE I
SUBSIDIARY GUARANTORS
						
	Name	Jurisdiction
	Big Sky Gas, LLC	Montana
	Big Sky Gas Holdings, LLC	Delaware
	Cincinnati Bell Energy, LLC	Nevada
	Crius Energy, LLC	Delaware
	Crius Energy Corporation	Delaware
	Crius Energy Management, LLC	Delaware
	Crius Energy Management 2, LLC	Nevada
	Crius Solar Fulfillment, LLC	Delaware
	Crius Solar Holdings, LLC	Nevada
	Crius Solar, LLC	Nevada
	Energy Rewards, LLC	Nevada
	Energy Solutions Group, LLC	Nevada
	Everyday Energy NJ, LLC	New Jersey
	Everyday Energy, LLC	Nevada
	People’s Choice Energy, LLC	Nevada
	Public Power & Utility of Maryland, LLC	Maryland
	Public Power & Utility of NY, LLC	New York
	Public Power, LLC	Connecticut
	Public Power, LLC	Pennsylvania
	Regional Energy Holdings, Inc.	Nevada
	Trieagle 1, LLC	Nevada
	Trieagle 2, LLC	Nevada
	Trieagle Energy LP	Texas
	Viridian Energy, LLC	Nevada
	Viridian Energy PA LLC	Nevada
	Viridian Energy NY, LLC	New York
	Viridian Network, LLC	Delaware




Sch-I-1