Document

Exhibit 4.2
THIRTEENTH SUPPLEMENTAL INDENTURE
SUBSIDIARY GUARANTEES
THIRTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 26, 2020, 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 May 20, 2013, 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 $500,000,000 of 5.875% Senior Notes due 2023 (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.
1






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]




2







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.
			
	AMBIT HOLDINGS, LLC
AMBIT HOLDINGS US, LLC
AMBIT ENERGY HOLDINGS, LLC
BLUENET HOLDINGS, LLC
AMBIT MARKETING, LLC
AMBIT MANAGEMENT, LLC
AMBIT NEW YORK, LLC
AMBIT ILLINOIS, LLC
AMBIT CALIFORNIA, LLC
AMBIT SOUTHEAST, LLC
AMBIT TEXAS, LLC
AMBIT NORTHEAST, LLC
AMBIT OHIO, LLC
AMBIT MIDWEST, LLC
AMBIT SOUTHWEST, LLC,

	AMBIT HOLDINGS US, LLC
	AMBIT ENERGY HOLDINGS, LLC
	BLUENET HOLDINGS, LLC
	AMBIT MARKETING, LLC
	AMBIT MANAGEMENT, LLC
	AMBIT NEW YORK, LLC
	AMBIT ILLINOIS, LLC
	AMBIT CALIFORNIA, LLC
	AMBIT SOUTHEAST, LLC
	AMBIT TEXAS, LLC
	AMBIT NORTHEAST, LLC
	AMBIT OHIO, LLC
	AMBIT MIDWEST, LLC
	AMBIT SOUTHWEST, LLC,
	as the Guaranteeing Subsidiaries




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


[Signature Page to Thirteenth 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 Thirteenth Supplemental Indenture]







						
	ANP BELLINGHAM ENERGY COMPANY, LLC	ILLINOIS POWER MARKETING COMPANY
	ANP BLACKSTONE ENERGY COMPANY, LLC	ILLINOIS POWER RESOURCES GENERATING, LLC
	BIG BROWN POWER COMPANY LLC	ILLINOIS POWER RESOURCES, LLC
	BIG SKY GAS, LLC	ILLINOVA CORPORATION
	BIG SKY GAS HOLDINGS, LLC	IPH, LLC
	BRIGHTSIDE SOLAR, LLC	KINCAID GENERATION, L.L.C.
	CALUMET ENERGY TEAM, LLC	LA FRONTERA HOLDINGS, LLC
	CASCO BAY ENERGY COMPANY, LLC	LAKE ROAD GENERATING COMPANY, LLC
	CINCINNATI BELL ENERGY, LLC	LIBERTY ELECTRIC POWER, LLC
	COFFEEN AND WESTERN RAILROAD COMPANY	LONE STAR ENERGY COMPANY, INC.
	COLETO CREEK POWER, LLC	LONE STAR PIPELINE COMPANY, INC.
	COMANCHE PEAK POWER COMPANY LLC	LUMINANT ENERGY COMPANY LLC
	CORE SOLAR SPV I, LLC	LUMINANT ENERGY TRADING CALIFORNIA COMPANY
	CRIUS ENERGY, LLC	LUMINANT ET SERVICES COMPANY LLC
	CRIUS ENERGY CORPORATION	LUMINANT GENERATION COMPANY LLC
	CRIUS ENERGY MANAGEMENT, LLC	LUMINANT MINING COMPANY LLC
	CRIUS ENERGY MANAGEMENT 2, LLC	MASSPOWER, LLC
	CRIUS SOLAR FULFILLMENT, LLC	MIDLOTHIAN ENERGY, LLC
	CRIUS SOLAR HOLDINGS, LLC	MILFORD POWER COMPANY, LLC
	CRIUS SOLAR, LLC	MOSS LANDING ENERGY STORAGE 1, LLC
	DALLAS POWER & LIGHT COMPANY, INC.	NCA RESOURCES DEVELOPMENT COMPANY LLC
	DYNEGY ADMINISTRATIVE SERVICES COMPANY	NEPCO SERVICES COMPANY
	DYNEGY ASSOCIATES NORTHEAST LP, INC.	NORTHEASTERN POWER COMPANY
	DYNEGY COAL GENERATION, LLC	OAK GROVE MANAGEMENT COMPANY LLC
	DYNEGY COAL HOLDCO, LLC	ONTELAUNEE POWER OPERATING COMPANY, LLC
	DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.	PLEASANTS ENERGY, LLC
	DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC	PEOPLE’S CHOICE ENERGY, LLC
	DYNEGY CONESVILLE, LLC	PUBLIC POWER & UTILITY OF MARYLAND, LLC
	DYNEGY DICKS CREEK, LLC	PUBLIC POWER & UTILITY OF NY, INC.
	DYNEGY ENERGY SERVICES (EAST), LLC	PUBLIC POWER, LLC (a Connecticut limited liability company)

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

	DYNEGY FAYETTE II, LLC	REGIONAL ENERGY HOLDINGS, INC.
	DYNEGY GAS IMPORTS, LLC	RICHLAND-STRYKER GENERATION LLC
	DYNEGY HANGING ROCK II, LLC	SANDOW POWER COMPANY LLC
	DYNEGY KENDALL ENERGY, LLC	SITHE ENERGIES, INC.
	DYNEGY KILLEN, LLC	SITHE/INDEPENDENCE LLC
	DYNEGY MARKETING AND TRADE, LLC	SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
	DYNEGY MIAMI FORT, LLC	TEXAS ELECTRIC SERVICE COMPANY, INC.
	DYNEGY MIDWEST GENERATION, LLC	TEXAS ENERGY INDUSTRIES COMPANY, INC.
	DYNEGY MORRO BAY, LLC	TEXAS POWER & LIGHT COMPANY, INC.
	DYNEGY MOSS LANDING, LLC	TEXAS UTILITIES COMPANY, INC.
	DYNEGY NORTHEAST GENERATION GP, INC.	TEXAS UTILITIES ELECTRIC COMPANY, INC.
	DYNEGY OAKLAND, LLC	TRIEAGLE 1, LLC
	DYNEGY OPERATING COMPANY	TRIEAGLE 2, LLC


[Signature Page to Thirteenth Supplemental Indenture]






						
	DYNEGY POWER GENERATION INC.	TRIEAGLE ENERGY LP
	DYNEGY POWER MARKETING, LLC	TXU ELECTRIC COMPANY, INC.
	DYNEGY POWER, LLC	TXU ENERGY RETAIL COMPANY LLC
	DYNEGY RESOURCE II, LLC	TXU RETAIL SERVICES COMPANY
	DYNEGY RESOURCES GENERATING HOLDCO, LLC	UPTON COUNTY SOLAR 2, LLC
	DYNEGY SOUTH BAY, LLC	VALUE BASED BRANDS LLC
	DYNEGY STUART, LLC	VIRIDIAN ENERGY, LLC
	DYNEGY WASHINGTON II, LLC	VIRIDIAN ENERGY PA LLC
	DYNEGY ZIMMER, LLC	VIRIDIAN ENERGY NY, LLC
	EMERALD GROVE SOLAR, LLC	VIRIDIAN NETWORK, LLC
	ENERGY REWARDS, LLC	VISTRA ASSET COMPANY LLC
	ENERGY SOLUTIONS GROUP, LLC	VISTRA CORPORATE SERVICES COMPANY
	ENNIS POWER COMPANY, LLC	VISTRA EP PROPERTIES COMPANY
	EQUIPOWER RESOURCES CORP.	VISTRA FINANCE CORP.
	EVERYDAY ENERGY NJ, LLC	VISTRA INSURANCE SOLUTIONS LLC
	EVERYDAY ENERGY, LLC	VISTRA INTERMEDIATE COMPANY LLC
	GENERATION SVC COMPANY	VISTRA OPERATIONS COMPANY LLC
	HALLMARK SOLAR, LLC	VISTRA PREFERRED INC.
	HAVANA DOCK ENTERPRISES, LLC	VOLT ASSET COMPANY, INC.
	HAYS ENERGY, LLC	WHARTON COUNTY GENERATION, LLC
	HOPEWELL POWER GENERATION, LLC	WISE COUNTY POWER COMPANY, LLC
	ILLINOIS POWER GENERATING COMPANY	WISE-FUELS PIPELINE, INC.,



as the Subsidiary Guarantors






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




[Signature Page to Thirteenth Supplemental Indenture]







WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee
By: /s/ Shawn Goffinet    
Name:  Shawn Goffinet
Title:  Assistant Vice President       
 
[Signature Page to Thirteenth Supplemental Indenture]







SCHEDULE I
SUBSIDIARY GUARANTORS
						
	Name	Jurisdiction
	Ambit Holdings, LLC	Texas
	Ambit Holdings US, LLC	Texas
	Ambit Energy Holdings, LLC	Texas
	BlueNet Holdings, LLC	Delaware
	Ambit Marketing, LLC	Texas
	Ambit Management, LLC	Texas
	Ambit New York, LLC	New York
	Ambit Illinois, LLC	Illinois
	Ambit California, LLC	Delaware
	Ambit Southeast, LLC	Delaware
	Ambit Texas, LLC	Texas
	Ambit Northeast, LLC	Delaware
	Ambit Ohio, LLC	Ohio
	Ambit Midwest, LLC	Delaware
	Ambit Southwest, LLC	Delaware




Sch-I-1