VST 8-K
Vistra Corp. (VST)
8-K
2026-07-16
For: 2026-07-10
View Original
Added on
July 16, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 10, 2026
(Exact name of registrant as specified in its charter)
| | | |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
| (Address of principal executive offices) | | (Zip Code) |
(214 ) 812-4600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.l4a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| | | | | |
| | | | | NYSE Texas |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01.
Entry into a Material Definitive Agreement.
Accounts Receivable Securitization Facility
On July 10, 2026, TXU Energy Retail Company LLC (“TXU Retail”), TXU Energy Receivables Company LLC (“TXU Receivables”), a wholly owned subsidiary of TXU Retail, and Vistra Operations Company LLC (“Vistra Operations”), each of which are indirect, wholly owned subsidiaries of Vistra Corp., entered into an amendment (the “RPA Amendment”) to the Receivables Purchase Agreement dated as of August 21, 2018 (as amended, supplemented or otherwise modified from time to time, the “RPA”) among TXU Receivables, as seller, TXU Retail, as servicer, Vistra Operations, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator. The RPA Amendment amends certain provisions of the RPA, including (i) increasing the aggregate commitment of the committed purchasers from $1.1 billion to $1.25 billion and (ii) extending the term of the RPA until July 9, 2027.
A copy of the RPA Amendment is included as Exhibit 4.1 to this Current Report and is incorporated herein by reference. The above description of the RPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the RPA Amendment.
Repurchase Facility
On July 10, 2026, TXU Retail, as seller and seller party agent, Vistra Operations, as guarantor, the originators named therein (collectively with TXU Retail, the “Originators”), and MUFG Bank, Ltd., as buyer (“Buyer”), entered into an amendment (the “Framework Amendment”) to the Master Framework Agreement, dated as of October 9, 2020 (as amended, supplemented or otherwise modified from time to time, the “MFA”), among TXU Retail, the Originators, and Buyer. The Framework Amendment extended the term of the MFA until July 9, 2027.
A copy of the Framework Amendment is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference. The above description of the Framework Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Framework Amendment.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report is incorporated by reference herein.
Item 9.01.
Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
|
Exhibit
No.
|
Description
|
|
|
Seventeenth Amendment to Receivables Purchase Agreement, dated as of July 10, 2026, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator.
|
||
|
Amendment No. 7 to Master Framework Agreement, dated as of July 10, 2026, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer.
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
Vistra Corp.
|
|
|
|
||
|
Dated: July 16, 2026
|
/s/ William M. Quinn
|
|
|
|
Name:
|
William M. Quinn
|
|
|
Title:
|
Senior Vice President and Treasurer
|
Exhibit 4.1
EXECUTION VERSION
SEVENTEENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
This SEVENTEENTH AMENDMENT (this “Amendment”), dated as of July 10, 2026, is among TXU ENERGY RECEIVABLES COMPANY LLC, a Delaware limited liability company, as seller (the “Seller”), TXU ENERGY RETAIL COMPANY LLC, a Texas limited liability company (“TXU”), as servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, a national banking association (“CACIB”), as Administrator (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrator”), the PURCHASERS and PURCHASER AGENTS from time to time party to the Agreement (the “Purchasers”) and VISTRA OPERATIONS COMPANY LLC, a Delaware limited liability company (“Vistra”), as Performance Guarantor. Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Agreement (as defined below).
R E C I T A L S
Whereas, the parties hereto are parties to the Receivables Purchase Agreement, dated as of August 21, 2018 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Agreement”);
WHEREAS, concurrently herewith the parties are entering into an Amended and Restated Purchaser Group Fee Letter (the “Fee Letter”); and
Whereas, the parties hereto desire to amend the Agreement as hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
A G R E E M E N T
SECTION 1. Rebalancing of Commitment Percentages. In connection with the changes in the respective Commitment Percentages of the Purchasers resulting from the amendments contemplated hereby, the Seller shall be deemed to have requested a non-ratable reduction of Capital from each Assigning Purchaser and a non-ratable Purchase from each Assignee Purchaser, in amounts with respect to each Assigning Purchaser and Assignee Purchaser, as applicable, such that, after giving effect to such reductions and Purchases, the outstanding aggregate Capital of each Purchaser Group shall be equal to such Purchaser Group’s Group Commitment Percentage (after giving effect to the adjustments set forth on Schedule VI attached hereto, as applicable) times the Aggregate Capital. For administrative convenience, the Seller may instruct Assignee Purchasers to fund the foregoing Purchases by paying the proceeds thereof directly to the Assigning Purchasers as the foregoing reduction in Capital of the Assigning Purchasers on the Seller’s behalf and such Assignee Purchasers shall fund such rebalancing Purchases to the Assigning Purchasers regardless of whether the conditions precedent to a Purchase set forth in Exhibit II to the Agreement or otherwise in the Agreement are satisfied. For purposes of this Section 1 the following terms shall have the following meanings:
“Assignee Purchaser” means a Purchaser whose Group Commitment Percentage (after giving effect to such adjustments occurring on the date hereof, as applicable) times the Aggregate Capital exceeds the outstanding aggregate Capital of such Purchaser Group at such time.
“Assigning Purchaser” means a Purchaser whose Group Commitment Percentage (after giving effect to such adjustments occurring on the date hereof, as applicable) times the Aggregate Capital is less than the outstanding aggregate Capital of such Purchaser Group at such time.
SECTION 2. Amendments to the Agreement. The Agreement is hereby amended as follows:
2.1 The definition of “Facility Termination Date” set forth in Exhibit I of the Agreement is amended by deleting the date, “July 10, 2026” where it appears therein and replacing it with “July 9, 2027”.
2.2 Section 2(j)(ii) of Exhibit IV is amended by deleting the phrase, “seventeenth (17th) calendar day” where it appears therein and replacing it with “twentieth (20th) calendar day”.
2.3 Schedule VI of the Agreement is hereby deleted in its entirety and replaced with Schedule VI attached hereto.
2.4 Section 7.17 of the Agreement is amended by deleting the phase, “Commercial Paper Notes and other publicly or privately placed indebtedness” where it appears and replacing it with, “Commercial Paper Notes, other senior indebtedness and other publicly or privately placed indebtedness”.
2.5 Section 7.18 of the Agreement is hereby amended and replaced in its entirety with the following:
“Limitation of Payments. Notwithstanding any provisions contained in this Agreement to the contrary, each Conduit Purchaser shall not, and shall not be obligated to, pay any amount pursuant to this Agreement unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay its Commercial Paper Notes or other senior indebtedness when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Commercial Paper Notes or other senior indebtedness to refinance all of its outstanding Commercial Paper Notes or other senior indebtedness (assuming such outstanding Commercial Paper Notes or other senior indebtedness matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all of such Conduit Purchaser’s Commercial Paper Notes or other senior indebtedness is paid in full. Any amount which such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or corporate obligation of such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above.”
-2-
SECTION 3. Conditions to Effectiveness. This Amendment shall become effective as of the date hereof, provided that neither the Facility Termination Date nor a Termination Event or Unmatured Termination Event has occurred and subject to (i) the payment of any fees, costs and expenses due and payable to each Purchaser Agent under the Fee Letter and (ii) the condition precedent that the Administrator shall have received each of the following, each duly executed and dated as of the date hereof (or such other date satisfactory to the Administrator) by each of the parties hereto or thereto, in form and substance satisfactory to the Administrator:
(a)
counterparts of this Amendment (whether by facsimile or otherwise);
(b)
counterparts of the Fee Letter (whether by facsimile or otherwise) executed by each of the respective parties thereto; and
(c)
such other documents, agreement, certificates, opinions and instruments as the Administrator may reasonably request prior to delivery by Administrator of an executed counterpart of this Amendment, including, without limitation, opinions of counsel for the Seller and the Servicer, each dated as of the date hereof and addressed to the Purchasers and the Administrator, from: (A) Sidley Austin LLP, with respect to enforceability of agreements; no conflicts with law, other agreements or organic documents; and other customary corporate opinions and (B) Vistra, with respect to enforceability of agreements; no conflicts with law, other agreements or organic documents; and other customary corporate opinions.
SECTION 4. Representations and Warranties.
Each of the Seller and the Servicer, as applicable, hereby represents and warrants to each Purchaser, each Purchaser Agent and the Administrator as follows:
(a)
Representations and Warranties. The representations and warranties contained in Exhibit III of the Agreement are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations or warranties were true and correct as of such earlier date).
(b)
Enforceability. The execution and delivery by each of the Seller and the Servicer of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are (i) within each of its organizational powers and have been duly authorized by all necessary action on each of its parts, (ii) do not contravene or result in a default under or conflict with (A) its constitutional documents; (B) any law, rule or regulation applicable to it except where such contravention, default or conflict would not have a Material Adverse Effect; (C) any indenture, loan agreement, mortgage, deed of trust or other material agreement or instrument to which it is a party or by which it is bound; or (D) any order, writ, judgment, award, injunction or decree binding on or affecting it or any of its property; and (iii) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties except under the Transaction Documents. This Amendment and the Agreement, as amended hereby, are each of the Seller’s and the Servicer’s valid and legally binding obligations, enforceable in accordance with its terms.
-3-
(c)
No Default. Immediately after giving effect to this Amendment, the Fee Letter and the transactions contemplated hereby and thereby, no Termination Event or Unmatured Termination Event exists or shall exist and the Purchased Interest shall not exceed 100%.
(d)
Funding Deficiency. To the knowledge of the Seller and the Servicer, no Funding Deficiency exists as of the date hereof.
SECTION 5. Effect of Amendment; Ratification. Except as specifically amended hereby, the Agreement is hereby ratified and confirmed in all respects, and all of its provisions shall remain in full force and effect. After this Amendment becomes effective, all references in the Agreement (or in any other Transaction Document) to “the Receivables Purchase Agreement”, “this Agreement”, “hereof”, “herein”, or words of similar effect, in each case referring to the Agreement, shall be deemed to be references to the Agreement as amended hereby. This Amendment shall not be deemed to expressly or impliedly waive, amend, or supplement any provision of the Agreement other than as specifically set forth herein.
SECTION 6. Reaffirmation of Performance Guaranty. After giving effect to this Amendment, the Fee Letter and each of the other transactions contemplated hereby and thereby, all of the provisions of the Performance Guaranty shall remain in full force and effect and Vistra hereby ratifies and affirms the Performance Guaranty and acknowledges that the Performance Guaranty has continued and shall continue in full force and effect in accordance with its terms.
SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts (including in PDF or similar electronic format by facsimile or e-mail transmission), each of which, when so executed, shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same agreement.
SECTION 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN §5-1401 AND §5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY HERETO)).
SECTION 9. Section Headings. The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Agreement or any provision hereof or thereof.
SECTION 10. Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
SECTION 11. Severability. If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment or the Agreement.
[SIGNATURE PAGES FOLLOW]
-4-
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
|
TXU ENERGY RECEIVABLES COMPANY LLC,
|
||
|
as Seller
|
||
|
By:
|
/s/ William M. Quinn
|
|
|
Name: William M. Quinn
|
||
|
Title: Senior Vice President and Treasurer
|
||
|
TXU ENERGY RETAIL COMPANY LLC, in its
individual capacity and as Servicer |
||
|
By:
|
/s/ William M. Quinn
|
|
|
Name: William M. Quinn
|
||
|
Title: Senior Vice President and Treasurer
|
||
|
VISTRA OPERATIONS COMPANY LLC, as
Performance Guarantor |
||
|
By:
|
/s/ William M. Quinn
|
|
|
Name: William M. Quinn
|
||
|
Title: Senior Vice President and Treasurer
|
||
[Signature Page to Seventeenth Amendment to RPA]
|
CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK, as Administrator |
||
|
By:
|
/s/ David R. Nunez
|
|
|
Name: David R. Nunez
|
||
|
Title: Managing Director
|
||
|
By:
|
/s/ Michael Regan
|
|
|
Name: Michael Regan
|
||
|
Title: Managing Director
|
||
[Signature Page to Seventeenth Amendment to RPA]
|
CACIB PURCHASER GROUP:
|
||
|
CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK, as Purchaser Agent |
||
|
By:
|
/s/ David R. Nunez
|
|
|
Name:David R. Nunez
|
||
|
Title:Managing Director
|
||
|
By:
|
/s/ Michael Regan
|
|
|
Name:Michael Regan
|
||
|
Title:Managing Director
|
||
|
CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK, as Committed Purchaser |
||
|
By:
|
/s/ David R. Nunez
|
|
|
Name:David R. Nunez
|
||
|
Title:Managing Director
|
||
|
By:
|
/s/ Michael Regan
|
|
|
Name:Michael Regan
|
||
|
Title:Managing Director
|
||
|
ATLANTIC ASSET SECURITIZATION LLC,
|
||
|
as Conduit Purchaser
|
||
|
By: Credit Agricole Corporate and Investment Bank, as Attorney-in-fact
|
||
|
By:
|
/s/ David R. Nunez
|
|
|
Name:David R. Nunez
|
||
|
Title:Managing Director
|
||
|
By:
|
/s/ Michael Regan
|
|
|
Name:Michael Regan
|
||
|
Title:
|
Managing Director
|
|
[Signature Page to Seventeenth Amendment to RPA]
|
RBC PURCHASER GROUP:
|
||
|
ROYAL BANK OF CANADA, as Purchaser Agent
|
||
|
By:
|
/s/ Edward V. Westerman
|
|
|
Name:Edward V. Westerman
|
||
|
Title:Authorized Signatory
|
||
|
ROYAL BANK OF CANADA, as Committed Purchaser
|
||
|
By:
|
/s/ Edward V. Westerman
|
|
|
Name:Edward V. Westerman
|
||
|
Title:Authorized Signatory
|
||
|
By:
|
/s/ Richard Laraque
|
|
|
Name:Richard Laraque
|
||
|
Title:Authorized Signatory
|
||
|
THUNDER BAY FUNDING, LLC,
|
||
|
as Conduit Purchaser
|
||
|
By:
|
/s/ Edward V. Westerman
|
|
| Name: Edward V. Westerman | ||
|
Title: Authorized Signatory
|
||
[Signature Page to Seventeenth Amendment to RPA]
|
MUFG PURCHASER GROUP:
|
||
|
MUFG BANK, LTD., as Purchaser Agent
|
||
|
By:
|
/s/ Eric Williams
|
|
|
Name:Eric Williams
|
||
|
Title:Managing Director
|
||
|
MUFG BANK, LTD., as Committed Purchaser
|
||
|
By:
|
/s/ Eric Williams
|
|
|
Name:Eric Williams
|
||
|
Title:Managing Director
|
||
|
GOTHAM FUNDING CORPORATION,
|
||
|
as Conduit Purchaser
|
||
|
By:
|
/s/ Kevin J. Corrigan
|
|
|
Name:Kevin J. Corrigan
|
||
|
Title:Vice President
|
||
[Signature Page to Seventeenth Amendment to RPA]
SCHEDULE VI
COMMITMENTS
|
Party
|
Capacity
|
Period 1 Commitment
|
|
|
|
|
|
Credit Agricole Corporate and Investment Bank
|
Committed Purchaser
|
$600,000,000
|
|
Party
|
Capacity
|
Period 1 Commitment
|
|
|
|
|
|
Royal Bank of Canada
|
Committed Purchaser
|
$425,000,000
|
|
Party
|
Capacity
|
Period 1 Commitment
|
|
|
|
|
|
MUFG Bank, Ltd.
|
Committed Purchaser
|
$225,000,000
|
Schedule VI
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 7 TO MASTER FRAMEWORK AGREEMENT
This AMENDMENT NO. 7 TO MASTER FRAMEWORK AGREEMENT (this “Amendment”), is made and entered into as of July 10, 2026 (the “Amendment Date”), by and among each of:
(A)
MUFG Bank, Ltd., a Japanese banking corporation (“MUFG”), as buyer (“Buyer”);
(B)
TXU Energy Retail Company LLC, a Texas limited liability company (“TXU”), as seller (the “Seller”);
(C)
each originator party hereto (each, an “Originator”; and together with the Seller, each a “Seller Party” and collectively, the “Seller Parties”);
(D)
TXU, as agent for the Seller Parties (in such capacity, the “Seller Party Agent”); and
(E)
solely with respect to Section 4.4 hereof, Vistra Operations Company LLC, as guarantor (the “Guarantor”),
and amends that certain Master Framework Agreement dated as of October 9, 2020, by and among Buyer, the Seller, the Originators and the Seller Party Agent (as amended, supplemented or modified prior to the date hereof, the “Framework Agreement” and, as amended hereby, the “Amended Framework Agreement”). Each of Buyer, the Seller, each Originator and the Seller Party Agent may also be referred to herein individually as a “Party”, and collectively as the “Parties”.
RECITALS
WHEREAS, the Parties entered into the Framework Agreement and certain other Transaction Agreements for the purpose of providing the Seller with a facility under which Buyer will enter into certain sale and repurchase agreements with the Seller with respect to the Seller Note;
WHEREAS, Guarantor entered into a Guaranty in favor of Buyer pursuant to which Guarantor guaranteed the payment and performance of all obligations, liabilities and indebtedness owed by each Seller Party under the Transaction Agreements; and
WHEREAS, the Parties now wish to extend the Facility Term and amend certain other provisions of the Framework Agreement.
agreement
NOW, THEREFORE, in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed, the Parties and, solely for purposes of Section 4.4 of this Amendment, the Guarantor agree as follows:
1.
Interpretation.
1.1
Definitions. All capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Framework Agreement (including Schedule 1 thereto).
1.2
Construction. The rules of construction set forth in Section 1.2 of the Framework Agreement shall apply to this Amendment.
2.
Amendment. Effective from and after the Amendment Date, the definition of “Scheduled Facility Expiration Date” set forth in Schedule 1 to the Framework Agreement is hereby amended by replacing the date “July 10, 2026” where it appears therein with the date “July 9, 2027”.
3.
Representations, Warranties, Undertakings and Agreements.
3.1
Seller Party. In entering into this Amendment, each Seller Party represents to Buyer that each of the representations and warranties of such Seller Party (as applicable) set forth in the Framework Agreement and each other Transaction Agreement to which such Seller Party is a party are true and correct in all material respects (except that any representation or warranty that is subject to any materiality qualification is true and correct in all respects) as of the Amendment Date (unless such representation or warranty relates to an earlier date, in which case as of such earlier date).
4.
Miscellaneous.
4.1
Counterparts. This Amendment may be executed by the Parties on any number of separate counterparts, by email, and all of those counterparts taken together will be deemed to constitute one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same document. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable Law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
4.2
[Reserved].
2
4.3
Ratification and Amendment to Transaction Agreements. Except as amended hereby, each of the other Transaction Agreements remains in full force and effect. The Parties hereby acknowledge and agree that, effective from and after the Amendment Date, (i) all references to the Framework Agreement in any other Transaction Agreement shall be deemed to be references to the Amended Framework Agreement, (ii) any amendment in this Amendment of a defined term in the Framework Agreement shall apply to terms in any other Transaction Agreement which are defined by reference to the Framework Agreement, and (iii) this sentence shall be effective to amend each of the relevant Transaction Agreements (including the Master Repurchase Agreement and each Annex thereto) to the extent necessary to give effect to the foregoing clauses (i) and (ii).
4.4
Guarantor Acknowledgment and Consent. The Guarantor hereby acknowledges the Parties’ entry into this Amendment and consents to the terms and conditions hereof, it being understood that such terms and conditions may affect the extent of the Guaranteed Obligations (as defined in the Guaranty) for which the Guarantor may be liable under the Guaranty. The Guarantor further confirms and agrees that the Guaranty remains in full force and effect after giving effect to this Amendment and, for the avoidance of doubt, acknowledges that any amendment herein to a defined term in the Framework Agreement shall apply to terms in the Guaranty which are defined by reference to the Framework Agreement.
4.5
GOVERNING LAW. This AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS (OTHER THAN §5-1401 AND §5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL APPLY HERETO)).
4.6
Expenses. All reasonable and documented legal fees and expenses of Buyer incurred in connection with the preparation, negotiation, execution and delivery of this Amendment and each related document entered into in connection herewith shall be paid by the Seller promptly on demand.
[SIGNATURE PAGES FOLLOW]
3
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
|
|
Buyer:
|
||
|
|
|
||
|
|
MUFG BANK, LTD.
|
||
|
|
|
||
|
|
By:
|
/s/ Matt Stratton
|
|
|
|
Name: Matt Stratton
|
||
|
|
Title: Managing Director
|
||
[SIGNATURE PAGEs CONTINUE ON FOLLOWING PAGE]
[Signature Page to Amendment No. 7 to Master Framework Agreement]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
|
|
Seller and Seller Party Agent:
|
||
|
|
|
||
|
|
TXU ENERGY RETAIL COMPANY LLC
|
||
|
|
|
||
|
|
By:
|
/s/ William M. Quinn
|
|
|
|
Name: William M. Quinn
|
||
|
|
Title: Senior Vice President and Treasurer
|
||
[SIGNATURE PAGEs CONTINUE ON FOLLOWING PAGE]
[Signature Page to Amendment No. 7 to Master Framework Agreement]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
|
Originators:
|
|||
|
TXU Energy Retail Company LLC,
|
|||
|
as an Originator
|
|||
|
By:
|
/s/ William M. Quinn
|
||
|
Name: William M. Quinn
|
|||
|
Title: Senior Vice President and Treasurer
|
|||
|
|
Dynegy Energy Services, LLC,
|
||
|
|
as an Originator
|
||
|
|
|
||
|
|
By:
|
/s/ William M. Quinn
|
|
|
|
Name: William M. Quinn
|
||
|
|
Title: Senior Vice President and Treasurer
|
||
|
|
|
||
|
|
Dynegy Energy Services (East), LLC,
|
||
|
|
as an Originator
|
||
|
|
|
||
|
|
By:
|
/s/ William M. Quinn
|
|
|
|
Name: William M. Quinn
|
||
|
|
Title: Senior Vice President and Treasurer
|
||
|
|
|
||
|
|
AMBIT TEXAS, LLC,
|
||
|
|
as an Originator
|
||
|
|
|
||
|
|
By:
|
/s/ William M. Quinn
|
|
|
|
Name: William M. Quinn
|
||
|
|
Title: Senior Vice President and Treasurer
|
||
[Signature Page to Amendment No. 7 to Master Framework Agreement]
|
|
TRIEAGLE ENERGY LP,
|
||
|
|
as an Originator
|
||
|
|
|
||
|
|
By: TriEagle 1, LLC, its general partner
|
||
|
|
|
||
|
|
By:
|
/s/ William M. Quinn
|
|
|
|
Name: William M. Quinn
|
||
|
|
Title: Senior Vice President and Treasurer
|
||
|
|
|
||
|
|
VALUE BASED BRANDS LLC,
|
||
|
|
as an Originator
|
||
|
|
|
||
|
|
By:
|
/s/ William M. Quinn
|
|
|
|
Name: William M. Quinn
|
||
|
|
Title: Senior Vice President and Treasurer
|
||
|
|
|
||
|
|
ENERGY HARBOR LLC,
|
||
|
|
as an Originator
|
||
|
|
|
||
|
|
By:
|
/s/ William M. Quinn
|
|
|
|
Name: William M. Quinn
|
||
|
|
Title: Senior Vice President and Treasurer
|
||
|
|
|
||
|
|
DYNEGY ENERGY SERVICES MID-ATLANTIC, LLC,
|
||
|
|
as an Originator
|
||
|
|
|
||
|
|
By:
|
/s/ William M. Quinn
|
|
|
|
Name: William M. Quinn
|
||
|
|
Title: Senior Vice President and Treasurer
|
||
[SIGNATURE PAGEs CONTINUE ON FOLLOWING PAGE]
[Signature Page to Amendment No. 7 to Master Framework Agreement]
IN WITNESS WHEREOF, Guarantor has executed this Amendment (as of the date first written above.
|
|
Guarantor:
|
||
|
|
|
||
|
|
Vistra Operations Company llc
|
||
|
|
|
||
|
|
By:
|
/s/ William M. Quinn
|
|
|
|
Name: William M. Quinn
|
||
|
|
Title: Senior Vice President and Treasurer
|
||
[SIGNATURE PAGEs CONTINUE ON FOLLOWING PAGE]
[Signature Page to Amendment No. 7 to Master Framework Agreement]