8-K - VST - Equibles

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): June 15, 2023

VISTRA CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-38086	36-4833255
(State or other jurisdiction of<br> <br>incorporation or organization)	(Commission<br> <br>File Number)	(I.R.S. Employer<br> <br>Identification No.)
6555 Sierra Drive<br> <br>Irving, TX	75039
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(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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading<br>Symbol(s)	Name of Each Exchange<br> <br>on Which Registered
Common stock, par value $0.01 per share	VST	New York Stock Exchange
Warrants	VST.WS.A	New York Stock Exchange

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.

On June 15, 2023, Palomino Funding Trust I, a Delaware statutory trust (the “Trust”), completed the sale of 450,000 of its pre-capitalized trust securities redeemable May 17, 2028 (the “P-Caps”) for an aggregate purchase price of $450 million to certain qualified institutional buyers pursuant to the terms of the purchase agreement, dated June 8, 2023, among the Trust, Vistra Operations Company LLC (“Vistra Operations”), a Delaware limited liability company and indirect, wholly owned subsidiary of Vistra Corp. (“Vistra”), the guarantors named therein and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers (the “Initial Purchasers”). The Trust invested the proceeds from the sale of the P-Caps in a portfolio of U.S. Treasury securities and principal and interest strips of U.S. Treasury securities (the “Eligible Assets”), and Vistra Operations agreed to reimburse the Trust for trustees’ fees and the Trust’s other expenses in connection with the transaction. The rights of the holders of the P-Caps with respect to the assets of the Trust are subject to the terms of the Trust’s amended and restated declaration of trust dated June 15, 2023 (the “Trust Declaration”).

In connection with the sale of the P-Caps, Vistra Operations and the subsidiary guarantors named therein entered into a facility agreement, dated June 15, 2023 (the “Facility Agreement”), with the Trust and the Bank of New York Mellon Trust Company, N.A., as senior secured notes trustee (the “Trustee”). Pursuant to the Facility Agreement, Vistra Operations may cause the Eligible Assets to be (1) delivered to one or more designated subsidiaries of Vistra Operations in order to allow such subsidiaries to use the Eligible Assets to meet certain posting obligations with counterparties, and/or (2) pledged as collateral support for a letter of credit program. Under the Facility Agreement, Vistra Operations has the right, from time to time, to issue to the Trust and to require the Trust to purchase from Vistra Operations, on one or more occasions (the “Issuance Right”), up to $450 million aggregate principal amount of Vistra Operations’ 7.233% Senior Secured Notes due 2028 (the “Senior Secured Notes”) in exchange for all or a portion of the Eligible Assets corresponding to the portion of the Issuance Right being exercised at such time. Vistra Operations will pay a semi-annual facility fee to the Trust, calculated at a rate of 3.3608% per annum applied to the unexercised portion of the Issuance Right.

The Issuance Right will be exercised automatically in full if (1) Vistra Operations fails to pay the facility fee or any amount due and owing under the trust expense reimbursement agreement between Vistra Operations and the Trust, (2) Vistra Operations fails to purchase and pay for any Eligible Assets that are due and not paid on their payment date and such failure is not cured within 30 days, or to make any payments required to be made to the Trust with respect to any defaulted payment with respect to any Eligible Assets pursuant to the terms of the Facility Agreement and such failure is not cured within 30 days, (3) Vistra Operations fails to pay to the Trust any amounts due with respect to the Eligible Assets that aren’t otherwise received by the Trust prior to the date on which the Trust is required to make payments on the P-Caps, (4) any Eligible Assets are not returned to the Trust on or prior to the applicable return deadline pursuant to the terms of the Facility Agreement and such failure is not cured within 30 days or (5) upon certain bankruptcy events of Vistra Operations. The obligations of Vistra Operations under the Facility Agreement and the trust expense reimbursement agreement and the guarantees of the subsidiary guarantors thereof will be secured by a first-priority security interest in the same collateral that will secure the Senior Secured Notes.

Vistra Operations will be required to mandatorily exercise the Issuance Right if (1) Vistra Operations’ consolidated net worth has fallen below $1.5 billion, subject to adjustment as described in the Facility Agreement, (2) an event of default under the Indenture (as defined below) has occurred or would have occurred had the Senior Secured Notes been outstanding, (3) certain events relating to the Trust’s status as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), are reasonably likely to occur or have occurred and within five business days of such determination, the relevant transaction agreements have not been amended to prevent or cease such event or Vistra Operations has reasonably determined that no such amendment is possible, or (4) a change of control triggering event has occurred in respect of Vistra Operations. Upon the occurrence of any event described in clause (1), (2) or (3) of this paragraph, the Issuance Right will be exercised in full up to the available amount of Senior Secured Notes, and upon the occurrence of any event described in clause (4) of this paragraph, the Issuance Right will be exercised with respect to the applicable portion of the available amount of Senior Secured Notes specified in the Facility Agreement.

Upon the occurrence of a change of control, and, as a result, a decrease in the rating of the Senior Secured Notes and/or the P-Caps, subject to certain conditions, the Trust must offer to repurchase each P-Cap at a price equal to 101% of the initial purchase price thereof, plus accrued and unpaid distributions to the date of repurchase, and Vistra Operations must offer to repurchase the Senior Secured Notes at a price equal to 101% of the principal amount of the Senior Secured Notes (including such Senior Secured Notes held by the Trust on the date thereof), plus accrued and unpaid interest to the date of repurchase.

In lieu of issuing some or all of the Senior Secured Notes as to which Vistra Operations has voluntarily or mandatorily (in the event of a change of control) exercised the Issuance Right, Vistra Operations may elect to make a cash payment to the Trust in an amount equal to the redemption price of such Senior Secured Notes, plus accrued and unpaid interest on such Senior Secured Notes to, but excluding, the date of payment, in exchange for a corresponding portion of the Eligible Assets held by

the Trust. If Vistra Operations makes this election or redeems Senior Secured Notes held by the Trust, the Trust will redeem a corresponding amount of the P-Caps and the maximum amount of Senior Secured Notes that Vistra Operations may thereafter issue and sell to the Trust will be reduced by that amount. Subject to certain conditions, Vistra Operations will also have the right to repurchase Senior Secured Notes then outstanding and held by the Trust in whole or in part, in exchange for Eligible Assets, at any time prior to the occurrence of an automatic or mandatory exercise of the Issuance Right, and may exercise its Issuance Right with respect to the repurchased Senior Secured Notes at a later date.

In connection with the issuance of the P-Caps, on June 15, 2023, the Trust entered into a pledge and control agreement, with the Bank of New York Mellon Trust Company, N.A., as collateral agent (the “Collateral Agent”), and The Bank of New York Mellon, as securities intermediary, under which the Trust agreed to grant a pledge over the Eligible Assets in favor of the Collateral Agent for the benefit of Vistra Operations, to secure the Trust’s obligations to Vistra Operations (including its obligation to pay the Senior Secured Notes purchase price under the Facility Agreement) and to perfect such security interest.

The P-Caps are to be mandatorily redeemed by the Trust on May 17, 2028 or earlier upon an early redemption of the Senior Secured Notes. Following any distribution of Senior Secured Notes to the holders of the P-Caps, Vistra Operations may similarly redeem such Senior Secured Notes, in whole or in part, at the redemption price described below, plus accrued but unpaid interest to, but excluding, the date of redemption. Any Senior Secured Notes outstanding and held by the Trust as a result of the exercise of the Issuance Right that remain outstanding will also mature on May 17, 2028.

The Senior Secured Notes that may be sold to the Trust from time to time will be governed by the base indenture, dated June 15, 2023 (the “Base Indenture”), between Vistra Operations and the Trustee, as supplemented by the supplemental indenture, dated June 15, 2023 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among Vistra Operations, the guarantors named therein and the Trustee. Each Senior Secured Note will bear interest from the date it is sold to the Trust or, if such date is not on May 17 or November 17, the immediately preceding May 17 or November 17 (or, if such date is prior to November 17, 2023, the date the P-Caps are issued), until the maturity date of May 17, 2028.

The Senior Secured Notes will, if sold to the Trust, be guaranteed by each of Vistra Operations’ current and future subsidiaries that guarantee indebtedness under Vistra Operations’ credit agreement. The Senior Secured Notes will, if sold to the Trust, be secured by a first priority security interest in the same collateral that is pledged for the benefit of the lenders under Vistra Operations’ credit agreement and existing senior secured notes, which collateral consists of a substantial portion of the property and assets owned by Vistra Operations and the guarantors, as well as the stock of Vistra Operations. The collateral securing the Senior Secured Notes will be released at Vistra Operations’ request if the Senior Secured Notes and Vistra Operations’ senior, unsecured long-term debt securities obtain an investment grade rating from two out of the three rating agencies, subject to reversion if such rating agencies withdraw the investment grade rating of Vistra Operations’ senior, unsecured long-term debt securities or downgrade such rating below investment grade. Additionally, it is anticipated that in connection with the closing of the previously announced acquisition of Energy Harbor Corp. (“Energy Harbor”), the Vistra Operations credit agreement will be amended to provide for the release of any guarantees and related collateral provided by the combined “Vistra Vision” business created as a result of the combination of Energy Harbor’s nuclear and retail businesses with Vistra’s nuclear and retail businesses and specified Vistra Zero renewables and energy storage projects, in exchange for the pledge by Vistra Operations of an intercompany note from Vistra Vision (or one of its subsidiaries) and the pledge of the 85% retained equity of Vistra Vision, at which time such entities would be released from the guarantee and collateral obligation securing the Senior Secured Notes and the guarantee and collateral obligations established in respect of Vistra Operations’ obligations under the Facility Agreement (as well as any other obligations of Vistra Operations supported by such guarantees and collateral that are subject to the Collateral Trust Agreement dated as of October 3, 2016 among Vistra Operations, the other Grantors, Railroad Commission of Texas as the First-Out Representative, Credit Suisse AG, Cayman Islands Branch as Senior Credit Agreement Representative, and Delaware Trust Company as Collateral Trustee).

At any time prior to April 17, 2028, Vistra Operations may redeem the Senior Secured Notes at its option, in whole or in part, at any time and from time to time, if any, at a redemption price equal to the greater of (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis at the treasury rate plus 50 basis points less interest accrued to the date of redemption and (ii) 100% of the principal amount of the Senior Secured Notes redeemed, plus an applicable premium and accrued and unpaid interest, if any, to the redemption date. On or after April 17, 2028, Vistra Operations may redeem the Senior Secured Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of such Senior Secured Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

The Indenture contains certain covenants and restrictions, including, among others, restrictions on the ability of Vistra Operations and its subsidiaries, as applicable, to create certain liens, merge or consolidate with another entity, and sell all or substantially all of their assets.

The P-Caps were sold to the Initial Purchasers for resale to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The P-Caps were issued in a transaction exempt from registration under the Securities Act or any state securities laws. Therefore, the P-Caps may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. Furthermore, the Trust is not registered under the Investment Company Act in reliance on Section 3(c)(7) thereof and related rules. This Form 8-K and the Exhibits hereto do not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities.

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Facility Agreement, the Trust Declaration, the Base Indenture, the Supplemental Indenture and the form of the Senior Secured Notes, copies of which are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report concerning Vistra Operations’ obligations under an off-balance sheet arrangement is incorporated by reference herein.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br>No.	Description
4.1*	Facility Agreement, dated June 15, 2023, among Palomino Funding Trust I, Vistra Operations Company LLC, the subsidiary guarantors party thereto and Bank of New York Mellon Trust Company, N.A., as senior secured notes trustee.
4.2*	Amended and Restated Declaration of Trust of Palomino Funding Trust I, dated June 15, 2023, among Vistra Operations Company LLC, as depositor, The Bank of New York Mellon Trust Company, N.A., as trustee, BNY Mellon Trust of Delaware, as Delaware trustee, and Vistra Operations Company LLC, solely for the purposes of Sections 5.10(b) and (f), Sections 5.17(b), (d), (e) and (f) and Section 10.4(c).
4.3	Indenture, dated June 15, 2023, between Vistra Operations Company LLC, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.4	Supplemental Indenture, dated June 15, 2023, between Vistra Operations Company LLC, as issuer, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.5	Form of 7.233% Senior Secured Notes due 2028 (included in Exhibit 4.4)
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
*	Certain exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Vistra agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.
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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: June 22, 2023	/s/ William M. Quinn
	Name:	William M. Quinn
	Title:	Senior Vice President and Treasurer

EX-4.1

Exhibit 4.1

FACILITY AGREEMENT

dated as of June 15, 2023

among

VISTRA OPERATIONS COMPANY LLC,

THE SUBSIDIARY GUARANTORS PARTY HERETO,

PALOMINO FUNDING TRUST I,

and

THE BANK OF NEW YORKMELLON TRUST COMPANY, N.A.,

as Senior Secured Notes Trustee

TABLE OF CONTENTS


ARTICLE I DEFINITIONS; INTERPRETATION		2
Section 1.1.	Definitions	2
Section 1.2.	Interpretation	12
ARTICLE II ISSUANCE RIGHT; REPURCHASE RIGHT; TERM		13
Section 2.1.	Grant of Issuance Right	13
Section 2.2.	Repurchase Right	14
Section 2.3.	Termination of Facility Agreement	17
Section 2.4.	Consolidated Net Worth	17
Section 2.5.	Exercisability of the Issuance Right	18
Section 2.6.	Mandatory Exercise Events	18
ARTICLE III EXERCISE OF THE ISSUANCE RIGHT		19
Section 3.1.	Exercise of the Issuance Right by Vistra Operations	19
Section 3.2.	Automatic Exercise of the Issuance Right	19
Section 3.3.	Settlement and Delivery	20
ARTICLE IV DESIGNATION FEATURE AND POSTING RIGHT		21
Section 4.1.	Right to Exercise Designation Feature and Posting Right	21
Section 4.2.	Designation Feature and Posting Right Procedures	23
Section 4.3.	Designation Issuance Exercise	24
ARTICLE V FACILITY FEE AND PURCHASE OF ELIGIBLE ASSETS		24
Section 5.1.	Facility Fee	24
Section 5.2.	Special Facility Fee	25
Section 5.3.	Purchase/Payment of Defaulted Securities	25
ARTICLE VI OBLIGATIONS ABSOLUTE		25
Section 6.1.	Obligations Absolute	25
Section 6.2.	No Waiver	26
ARTICLE VII REPRESENTATIONS AND WARRANTIES		26
Section 7.1.	Representations of the Trust	26
Section 7.2.	Representations of Vistra Operations	27
ARTICLE VIII SUBSIDIARY GUARANTEES		29
Section 8.1.	Guarantee	29
Section 8.2.	Limitation on Subsidiary Guarantor Liability	30
Section 8.3.	Subsidiary Guarantors May Consolidate, etc., on Certain Terms	30
Section 8.4.	Releases	31
ARTICLE IX COLLATERAL AND SECURITY		31
Section 9.1.	Grant of Security Interest	31

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Section 9.2.	Post-Date of this Agreement Collateral Requirements	32
Section 9.3.	Further Assurances; Liens on Additional Property	32
Section 9.4.	Collateral Trust Agreement	33
Section 9.5.	Releases of Collateral	34
Section 9.6.	Release Documentation	35
Section 9.7.	Collateral Trustee	35
Section 9.8.	Insurance	35
Section 9.9.	Purchaser Protected	36
Section 9.10.	Powers Exercisable by Receiver or Trustee	36
ARTICLE X MISCELLANEOUS		36
Section 10.1.	Inconsistency	36
Section 10.2.	Binding Effect	36
Section 10.3.	Amendments	36
Section 10.4.	Assignment	37
Section 10.5.	Notices	37
Section 10.6.	Governing Law	38
Section 10.7.	Jurisdiction	39
Section 10.8.	Waiver of Trial by Jury	39
Section 10.9.	Counterparts	39
Section 10.10.	Severability	40
Section 10.11.	Limitation of Liability	40
Section 10.12.	The Senior Secured Notes Trustee	40
Section 10.13.	Sanctions	41
Section 10.14.	Electronic Communications	41
ANNEX A-1 —	FORM OF VISTRA OPERATIONS ISSUANCE NOTICE
ANNEX A-2 —	FORM OF DESIGNATION ISSUANCE EVENT NOTICE
ANNEX B —	FORM OF WAIVER OF REPURCHASE RIGHT
ANNEX C —	FORM OF REPURCHASE NOTICE
ANNEX D —	FORM OF AUTOMATIC EXERCISE NOTICE
ANNEX E —	FORM OF DESIGNATION FEATURE EXERCISE NOTICE
ANNEX F —	FORM OF POSTING RIGHT EXERCISE NOTICE
ANNEX G —	FORM OF DESIGNATED SECURITIES/POSTING RIGHT RETURN NOTICE
ANNEX H —	FORM OF LC PLEDGE AGREEMENT DIRECTION NOTICE

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FACILITY AGREEMENT, dated as of June 15, 2023 (this “Agreement”), among VISTRA OPERATIONS COMPANY LLC, a Delaware limited liability company (“Vistra Operations”), the Subsidiary Guarantors (as defined herein), PALOMINO FUNDING TRUST I, a Delaware statutory trust (the “Trust”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Senior Secured Notes Trustee.

WHEREAS, Vistra Operations wishes to have the right to require the Trust to purchase up to $450,000,000 aggregate principal amount of its 7.233% Senior Secured Notes due 2028 (the “Senior Secured Notes”), issued under an indenture, to be dated as of June 15, 2023 (as defined below) (the “Base Indenture”), and a first supplemental indenture to be dated as of June 15, 2023 (the “First Supplemental Indenture,” and, together with the Base Indenture, the “Senior Secured NotesIndenture”), by and among Vistra Operations, the Subsidiary Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Senior Secured Notes Trustee”);

WHEREAS, the Subsidiary Guarantors will unconditionally guarantee all of Vistra Operations’ obligations under this Agreement on the terms and conditions set forth herein and the Senior Secured Notes and the Senior Secured Notes Indenture on the terms and conditions set forth therein;

WHEREAS, the Trust is willing to act as an unconditional source of liquid assets for Vistra Operations on the terms and conditions set forth herein;

WHEREAS, Vistra Operations and the Trust desire to enter into a binding agreement pursuant to which Vistra Operations will have the right, and in certain circumstances the obligation, to sell the Senior Secured Notes, when and if issued and outstanding, in a maximum aggregate principal amount not to exceed the Maximum P-Caps Outstanding Amount (as defined below) to the Trust, and the Trust will have an obligation to purchase such Senior Secured Notes, if and when issued and outstanding, upon the voluntary, mandatory or automatic exercise of such right, and upon satisfaction of the other terms and conditions specified herein and Vistra Operations will have the right from time to time in certain circumstances to repurchase Senior Secured Notes then held by the Trust in whole or in part;

WHEREAS, simultaneously with the execution and delivery of this Agreement, Vistra Operations is ordering the Senior Secured Notes Trustee to authenticate and deliver the Initial Note Certificate (as defined below) to the Trust to evidence any Senior Secured Notes sold to the Trust from time to time upon the exercise of the rights granted by and in accordance with the terms of this Agreement;

WHEREAS, Vistra Operations wishes to have the right to have Eligible Assets (as defined below) delivered to the Designated Account and pledge all of its rights, title and interest in and to the Eligible Assets so transferred (and the Designated Account, and certain other assets related thereto), to or for the benefit of, one or more Designated Secured Parties (as defined below) designated by Vistra Operations (each, a “Designated Person”) and the Trust is also willing to deliver and pledge such Eligible Assets (and pledge the Designated Account and certain other related assets) to the Designated Account for the benefit of a Designated Person on the terms and conditions set forth herein;

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WHEREAS, Vistra Operations wishes to have the right to have Eligible Assets delivered to the account or for the benefit of one or more Collateral Posting Counterparties (as defined below) designated by Vistra Operations (each, a “Counterparty Account”) and the Trust is willing to deliver such Eligible Assets to the account or for the benefit of any such Collateral Posting Counterparty on the terms and conditions set forth herein; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS; INTERPRETATION

Section 1.1. Definitions.

(a) Unless the context otherwise requires, in this Agreement (including in the Recitals):

“Accounting Change” means any change in GAAP occurring after the date hereof.

“Automatic Exercise Event” means:

(i) Vistra Operations (i) fails to pay any Facility Fee when due or any amount due and owing under the Trust Expense Reimbursement Agreement when due or (ii) fails on any Distribution Date to purchase and pay for any Defaulted STRIPS required to be purchased at their Face Amount from the Trust or to make any payments required to be made to the Trust with respect to any Defaulted Payments of Defaulted Treasuries then held by the Trust, in each case pursuant to Section 5.3 by 5:00 p.m. on such Distribution Date and such failure is not cured (including payment in full of the Special Facility Fee due as a result of such failure) within 30 days of such Distribution Date; or

(ii) any (i) Substitute Payment is not paid by Vistra Operations to the Pledged Property Account of the Trust on or prior to the applicable Payment Deadline or (ii) the corresponding Designated Security or Counterparty Securities, as the case may be, is not returned to the Pledged Property Account of the Trust on or prior to the applicable Return Deadline or the corresponding Substitute Payment is not paid to the Trust on or prior to the applicable Payment Deadline, in each case, pursuant to Section 4.1(c) and such failure is not cured (including payment in full of the Special Facility Fee due as a result of such failure) within 30 days of such Distribution Date; or

(iii) a Bankruptcy Event in respect of Vistra Operations has occurred.

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“Available Amount” means, at any time, an aggregate principal amount of Senior Secured Notes equal to the Maximum P-Caps Outstanding Amount minus (i) the aggregate original principal amount of Senior Secured Notes that have been issued and sold to the Trust pursuant to the Issuance Right and not repurchased by Vistra Operations for which the Settlement Date of the exercise of the Issuance Right has occurred prior to such time and (ii) the aggregate principal amount of Senior Secured Notes for which any notice of exercise of the Issuance Right has been delivered but which have not yet been issued and sold to the Trust.

“Bankruptcy Event” means that Vistra Operations (1)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with insolvency, rehabilitative or regulatory jurisdiction over it, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (B) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (A) above and either (x) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (y) in the case of an insolvency proceeding, is not dismissed, discharged, stayed or restrained, in each case, within 60 days of the institution or presentation thereof; (2) has a resolution passed for its winding-up or liquidation (other than pursuant to a consolidation, amalgamation or merger); or (3) causes or is subject to any event which, under applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clause (1) or (2).

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have corresponding meanings.

“BNYMTC” means The Bank of New York Mellon Trust Company, N.A., a national banking association formed under the laws of the United States.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

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“Change of Control” means the occurrence of any of the following after the Issue Date:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Vistra Operations and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d) of the Exchange Act), but excluding any employee benefit plan of Vistra Operations or any of its Subsidiaries, or any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan; or

(2) Vistra Operations becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than (x) any employee benefit plan of Vistra Operations or any of its Subsidiaries, or any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan and (y) any one or more parents of Vistra Operations in which no “person” directly or indirectly, holds beneficial ownership of Voting Stock representing more than 50.1% of the aggregate voting power represented by the issued and outstanding Voting Stock of such parent, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Vistra Operations, measured by voting power rather than number of shares.

“Change of Control Payment Date” means the date specified in the notice to each Holder regarding the Change of Control Offer.

“Change of Control Trigger Event” means the occurrence of both a Change of Control and a Rating Decline.

“Collateral Posting Counterparty” means any of Luminant, Dynegy or any other direct or indirect wholly owned subsidiary of Vistra Operations as may be designated by Vistra Operations from time to time.

“Consolidated Net Worth” means the consolidated stockholders’ equity of Vistra Operations, determined in accordance with GAAP but excluding (i) accumulated other comprehensive income (or loss) and (ii) equity of non-controlling interests attributable thereto.

“Designated Account” means the LC Collateral Account.

“Dynegy” means Dynegy Marketing and Trade, LLC, a Texas limited liability company, and an indirect, wholly owned subsidiary of Vistra Operations.

“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Senior Secured Notes Trustee, or another method or system specified by the Senior Secured Notes Trustee as available for use in connection with its services hereunder.

“Exchange Act” means the Securities Exchange Act of 1934.

“Face Amount” means, with respect to any STRIP, its face amount.

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“Fitch” means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States.

“Investment Grade” in respect of the Senior Secured Notes or the P-Caps means a rating of: (a) Baa3 or better by Moody’s; (b) BBB- or better by Fitch; or (c) BBB- or better from S&P (or the equivalent of such rating by such rating organization or, if no rating of Moody’s, Fitch or S&P exists, the equivalent of such rating by any other Nationally Recognized Statistical Rating Organization selected by Vistra Operations as a replacement agency).

“IssuanceNotice” means a written notice substantially in the form attached as Annex A-1 in the case of an exercise of the Issuance Right by Vistra Operations*.*

“Issue Date” means June 15, 2023.

“Luminant” means Luminant Energy Company, LLC, a Texas limited liability company, and an indirect, wholly owned subsidiary of Vistra Operations.

“Mandatory Exercise Event” means:

(1) the Consolidated Net Worth has fallen below the Minimum Threshold;

(2) an Event of Default under (and as defined in) the Senior Secured Notes Indenture has occurred or would have occurred had the Senior Secured Notes been outstanding; or

(3) (a) Vistra Operations determines that an Investment Company Act Event is reasonably likely to occur or has occurred and (b)(i) within five (5) Business Days of such determination the Transaction Agreements have not been amended to prevent or cease such event or (ii) Vistra Operations has reasonably determined that no such amendment is possible; or

(4) a Change of Control Offer Expiration Date has occurred.

“Maximum P-Caps Outstanding Amount” means, at any time, in respect of the Senior Secured Notes, $450,000,000 aggregate principal amount of Senior Secured Notes less the aggregate principal amount of Senior Secured Notes, if any, that Vistra Operations has previously redeemed or as to which Vistra Operations has paid the Cash Settlement Amount.

“Minimum Threshold” means $1.5 billion, subject to adjustment as set forth in Section 2.4.

“Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

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“Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) under the Exchange Act.

“Notes PurchasePrice” means,

(a) in the case of a voluntary exercise of the Issuance Right, delivery of all or a portion of the Eligible Assets in the form of Treasuries and STRIPS, and Substitute Deposits related to Designated Securities or Counterparty Securities, as applicable, that are then held by the Trust, to Vistra Operations;

(b) in the case of a Designation Issuance Event, relinquishment of any further rights to all of the Designated Securities that have been delivered to such Designated Account (including the Trust’s rights to future Substitute Payments in respect of such Designated Securities),

in each case such that the applicable Notes Purchase Price is the UST Proportionate Amount to the Unit Amount of Senior Secured Notes as to which such Issuance Right is exercised.

“P-Caps” means the Pre-Capitalized Trust Securities offered by the Trust, which will be mandatorily redeemable by the Trust for cash on the P-Caps Final Redemption Date.

“P-Caps Final Redemption Date” means May 17, 2028.

“Payment Date” means (i) with respect to any Designated Treasury or Counterparty Treasury, the date upon which a principal or interest payment is payable in accordance with its terms and (ii) with respect to any Designated STRIP or Counterparty STRIP, the date upon which its Face Amount is payable in accordance with its terms.

“Payment Deadline” means, with respect to any Designated Treasury or Counterparty Treasury, 12:00 p.m. on or prior to the applicable Distribution Date.

“Rating Agencies” means (1) Moody’s, (2) Fitch, (3) S&P and (4) if any of Moody’s, Fitch or S&P shall not make a rating of the Senior Secured Notes or P-Caps available, a Nationally Recognized Statistical Rating Organization selected by Vistra Operations which shall be substituted for Moody’s, Fitch or S&P, as the case may be, with respect to the Senior Secured Notes or P-Caps.

“Rating Date” means the earlier of (1) the consummation of a Change of Control, and (2) public announcement of the occurrence of a Change of Control or of the intention of Vistra Operations to effect a Change of Control.

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“Rating Decline” means the decrease in the rating of the Senior Secured Notes and/or the P-Caps by two or more Rating Agencies by one or more gradations (including gradations within rating categories as well as between rating categories) from its rating on the Rating Date, or the withdrawal of a rating of the Senior Secured Notes and/or the P-Caps by two or more Rating Agencies, in each case on, or within 60 days after, the Rating Date (which period shall be extended so long as the rating of the Senior Secured Notes and/or the P-Caps, as applicable, is under publicly announced consideration by any of the Rating Agencies); provided that such Rating Agencies have confirmed that such decrease in or withdrawal of rating is a result of the Change of Control, and provided further, that no Rating Decline shall occur if following such decrease in rating, (x) the P-Caps are rated Investment Grade by at least two Rating Agencies or (y) the ratings of the P-Caps by at least two Rating Agencies are equal to or better than their respective ratings on the Issue Date.

“Reorganization” means any consolidation, merger or sale of all or substantially all assets of Vistra Operations or any similar transaction, or acquisition or disposition of any subsidiary of Vistra Operations (whether a direct or indirect subsidiary).

“Return Deadline” means, with respect to any Designated Securities or Counterparty Securities, 12:00 p.m. on the date that is the third Business Day prior to the applicable Payment Date of such Designated Securities or Counterparty Securities, as applicable.

“S&P” means S&P Global Ratings (a division of S&P Global, Inc.) or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933.

“Settlement Date” means the date on which the relevant exercise of the Issuance Right is settled.

“Special Facility Fee” means, with respect to any Overdue Amount, a premium equal to the excess, if any, of (1) the amount due and payable on the Eligible Assets held by the Trust or under this Agreement as of the Distribution Date, plus interest thereon at the Coupon Rate from and including the Business Day immediately following the Distribution Date, to, but excluding, the earlier of (A) the date on which the Trust is required to make the relevant distribution pursuant to Section 5.8 of the Trust Declaration and (B) the settlement date of any exercise in full of the Issuance Right after such Distribution Date, calculated on a 30/360 Basis, over (2) the amounts otherwise actually received by the Trust in respect of any Treasuries and/or STRIPS (including the purchase price of any Defaulted STRIPS and the payment amounts of any Defaulted Payments on any Defaulted Treasuries) or such Overdue Amount (including overdue interest on any Eligible Assets). Notwithstanding the foregoing, the Special Facility Fee payable in respect of any Overdue Amounts paid after the Trust Dissolution Date will be the amount equal to interest at the Coupon Rate from and including the Trust Dissolution Date to, but excluding, the earliest of (A) the date on which the Trust is required to make the relevant distribution pursuant to Section 8.2 of the Trust Declaration, (B) the settlement date of any exercise in full of the Issuance Right after such Trust Dissolution Date and (C) the date on which any Overdue Amount is paid in respect of any amounts payable on the Trust

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Dissolution Date, calculated on a 30/360 Basis on a notional amount equal to the excess of (i) the amount due and payable on the Eligible Assets or under this Agreement as of the Trust Dissolution Date over (ii) the amounts otherwise actually received by the Trust in respect of any Treasuries and/or STRIPS (including the purchase price of any Defaulted STRIPS and the payment amounts of any Defaulted Payments on any Defaulted Treasuries) or in respect of such Overdue Amounts (including overdue interest on any Defaulted Securities).

“Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12Del. C. Section 3801 et seq.

“Subsidiary” means, with respect to any specified Person:

1.	any corporation, association or other business entity of which more than 50% of the total voting power of<br>shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors,<br>managers or trustee of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and<br>
2.	any partnership (a) the sole general partner or the managing general partner of which is such Person or a<br>Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
---	---

any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustee of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

---

“Subsidiary Guarantee” means the guarantee by any Subsidiary Guarantor of Vistra Operations’ obligations under this Agreement.

“Substitute Deposit(s)” means, in respect of any Designated Security or Counterparty Securities, as applicable, a cash deposit representing a Substitute Payment held by the Trust or the Vistra Collateral Agent.

“Trust Declaration” means the Amended and Restated Declaration of the Trust, dated as of the date hereof, among Vistra Operations, as depositor, BNYMTC, as trustee, and BNY Mellon Trust of Delaware, as Delaware trustee, and Vistra Operations, solely for the purposes of Sections 5.10(b) and (f), Sections 5.17(b), (d), (e) and (f) and Section 10.4(c) thereof, relating to the Trust.

“Trust Expense Reimbursement Agreement” means the Trust Expense Reimbursement Agreement, dated as of the date hereof, between Vistra Operations and the Trust.

“UnitAmount” means $50,000,000.

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“UST Proportionate Amount” means, with respect to any Unit Amount of Senior Secured Notes, an amount of Eligible Assets in the form of Treasuries and STRIPS and/or Substitute Deposits related to Designated Securities or Counterparty Securities, as applicable, to be delivered by the Trust and/or Designated Securities or Counterparty Securities, as applicable, the rights to which are relinquished by the Trust, such that the aggregate payments scheduled to be made on such Eligible Assets in the form of Treasuries and STRIPS, Substitute Deposits related to Designated Securities or Counterparty Securities, as applicable, and Designated Securities or Counterparty Securities, as applicable, would entitle the holder collectively to receive payment of (a) on or prior to each Distribution Date, an amount equal to the UST Portfolio Rate applied to the Unit Amount of Senior Secured Notes and (b) on or prior to the P-Caps Final Redemption Date, an amount equal to the Unit Amount of Senior Secured Notes; provided that the applicable payment amount on any Distribution Date or the P-Caps Final Redemption Date shall be decreased by a pro rata amount in the event that the Trust liquidates and sells any Eligible Assets in the form of Treasuries and STRIPS, or Substitute Deposits related to Designated Securities or Counterparty Securities, as applicable, pursuant to Section 5.9 or Article VIII of the Trust Declaration and such amount is not reimbursed by Vistra Operations.

“Vistra Pledge Agreement” means the Pledge and Control Agreement, dated as of the date hereof, among the Trust, BNYMTC, as Vistra Collateral Agent, and The Bank of New York Mellon, as Securities Intermediary.

“Voluntary Exercise” means any exercise of the Issuance Right that is not (i) an Automatic Exercise, (ii) a Mandatory Exercise or (iii) a Designation Issuance Exercise.

(b) As used herein (including in the Preamble and Recitals), each of the following terms shall have the meaning set forth in the Section of this Agreement or in the other document set forth opposite such term in the table below, unless the context otherwise requires:

30/360 Basis	Trust Declaration
Additional Indebtedness	Senior Secured Notes Indenture
Agreement	Preamble
Authorized Officer	Vistra Pledge Agreement
Automatic Exercise	Section 2.1(a)
Automatic Exercise Notice	Section 3.2(a)
Bankruptcy Law	Senior Secured Notes Indenture
Business Day	Trust Declaration
Cash Settlement Amount	Section 2.1(b)
Cash Settlement Election	Section 2.1(b)
Change of Control Offer	Section 2.2(d)(i)
Change of Control Offer Expiration Date	Section 2.2(d)(i)
Change of Control Offer Issuance Amount	Section 2.2(d)(iii)
Change of Control Offer Subject Amount	Section 2.2(d)(iii)
Change of Control Payment	Section 2.2(d)(ii)
Change of Control Payment Date	Section 2.2(d)(i)
Collateral	Senior Secured Notes Indenture
Collateral Agent	Trust Declaration
Collateral Trust Agreement	Senior Secured Notes Indenture
Collateral Trust Joinder	Trust Declaration

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Collateral Trustee	Senior Secured Notes Indenture
Controlling Priority Lien Representative	Senior Secured Notes Indenture
Counterparty Securities	Section 4.1(c)
Counterparty Securities Return Notice	Section 4.2(b)
Counterparty STRIPS	Section 4.1(c)
Counterparty Treasuries	Section 4.1(c)
Credit Agreement	Senior Secured Notes Indenture
Default	Senior Secured Notes Indenture
Defaulted Securities	Trust Declaration
Defaulted Payments	Trust Declaration
Defaulted STRIPS	Trust Declaration
Defaulted Treasuries	Trust Declaration
Delaware Trustee	Trust Declaration
Designated Securities	Section 4.1(a)
Designated Collateral	Section 4.1(a)
Designated Person	Recitals
Designated Secured Parties	Trust Declaration
Designated Securities	Section 4.1(a)
Designated Securities Return Notice	Section 4.2(b)
Designated STRIPS	Section 4.1(a)
Designated Treasuries	Section 4.1(a)
Designation Feature	Section 4.1(a)
Designation Feature Exercise Notice	Section 4.1(a)
Designation Issuance Event	Section 4.3(a)
Designation Issuance Event Notice	Section 4.3(b)
Designation Issuance Exercise	Section 4.3(a)
Distribution Date	Trust Declaration
Distribution Period	Trust Declaration
Eligible Assets	Trust Declaration
Enforceability Exceptions	Section 7.1(e)
Event of Default	Senior Secured Notes Indenture
Facility Fee	Section 5.1
First Supplemental Indenture	Recitals
Holder	Trust Declaration
Indebtedness	Senior Secured Notes Indenture
Initial Note Certificate	Section 2.1(d)
Investment Company Act Event	Trust Declaration
Investment Grade Event	Senior Secured Notes Indenture
Issuance Right	Section 2.1(a)
LC Collateral Account	Trust Declaration
LC Collateral Agent	Trust Declaration
LC Facility Secured Parties	LC Pledge Agreement
LC Pledge Agreement	Trust Declaration
Lien	Senior Secured Notes Indenture
Majority of Holders	Trust Declaration
Mandatory Exercise	Section 2.1(a)

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Moody’s	Trust Declaration
Note Security Documents	Senior Secured Notes Indenture
Offering Memorandum	Trust Declaration
Officer’s Certificate	Senior Secured Notes Indenture
Overdue Amounts	Section 5.2
P-Caps Tax Event	Trust Declaration
P-Caps Tendered Amount	Section 2.2(d)(iii)
Person	Trust Declaration
Permitted Liens	First Supplemental Indenture
Posting Right	Section 4.1(c)
Posting Right Exercise Notice	Section 4.1(c)
Pledged Property Account	Pledge Agreement
Priority Lien	Senior Secured Notes Indenture
Priority Lien Debt	Senior Secured Notes Indenture
Priority Lien Documents	Senior Secured Notes Indenture
Priority Lien Obligations	Senior Secured Notes Indenture
Proceedings	Section 8.7
Redemption Price	Senior Secured Notes
Repurchase	Section 2.2(a)
Repurchase Price	Section 2.2(a)
Repurchase Right	Section 2.2(a)
Repurchase Settlement Date	Section 2.2(c)
Restricted Subsidiary	Senior Secured Notes Indenture
Return Obligation	Section 4.1(d)(ii)
Reversion Date	Section 9.5(a)(iv)
Secured Obligations	Section 9.1(a)
Securities Intermediary	Trust Declaration
Security Register	Senior Secured Notes Indenture
Senior Secured Notes	Recitals
Senior Secured Notes Indenture	Recitals
Senior Secured Notes Trustee	Recitals
Special Facility Fee Payment Date	Section 5.2
Specified Amount	Section 3.1
Standard & Poor’s	Trust Declaration
STRIPS	Trust Declaration
Subsidiary Guarantor	Senior Secured Notes Indenture
Substitute Payment	Section 4.1(d)(ii)
Transaction Agreements	Trust Declaration
Treasuries	Trust Declaration
Treasury Payment Date	Section 5.3
Treasury Payment Period	Section 5.3
Trust	Preamble
Trust Dissolution Date	Trust Declaration
Trust Securities	Trust Declaration
Trustee	Trust Declaration
Unit Amount	Section 2.1(b)

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UST Portfolio Rate	Trust Declaration
Vistra Collateral Agent	Trust Declaration
Vistra Operations	Preamble
Vistra Secured Party	Vistra Pledge Agreement
Voting Stock	Senior Secured Notes Indenture

Section 1.2. Interpretation.

Unless the context otherwise requires, in this Agreement (including in the Recitals):

(a) any reference to this Agreement or any other agreement or document shall be construed as a reference to this Agreement or such other agreement or document, as applicable, as the same may have been, or may from time to time be, amended, varied, novated or supplemented in accordance with its terms;

(b) any reference to a statute or regulation shall be construed as a reference to such statute or regulation or any successor or replacement statute or regulation, in each case as the same may have been, or may from time to time be, amended, varied or supplemented in accordance with its terms;

(d) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, clause or other subdivision, and references to “Articles”, “Sections” and “Annexes” refer to Articles or Sections of, or Annexes to, this Agreement except as otherwise expressly provided;

(e) the word “including” shall be deemed to be followed by the words “without limitation”;

(f) any definition shall be equally applicable to both the singular and plural forms of the defined term;

(g) headings contained in this Agreement are inserted for convenience of reference only and do not affect the interpretation of this Agreement or any provision hereof; and

(h) whenever in this Agreement any Person is named or referred to, the successors and assigns of such Persons shall be deemed to be included, and all covenants and agreements in this Agreement by Vistra Operations, the Trust and the Senior Secured Notes Trustee shall bind and inure to the benefit of their respective successors and assigns, whether or not so expressed.

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ARTICLE II

ISSUANCE RIGHT; REPURCHASE RIGHT; TERM

Section 2.1. Grant of Issuance Right.

(a) The Trust hereby grants to Vistra Operations the right to require the Trust to purchase, on one or more occasions, up to the Maximum P-Caps Outstanding Amount of Senior Secured Notes on the terms specified in this Agreement (the “Issuance Right”). The exercise of the Issuance Right shall be in the sole discretion of Vistra Operations; provided that at any time that Vistra Operations has a Return Obligation with respect to Designated Securities, Vistra Operations is not permitted to make a Voluntary Exercise of the Issuance Right with respect to such Designated Securities; and provided further that at any time the Trust holds Eligible Assets or Vistra Operations has a Return Obligation with respect to Designated Securities or Counterparty Securities, (i) Vistra Operations shall exercise the Issuance Right for the entire Available Amount upon the occurrence of a Mandatory Exercise Event not involving a Change of Control Offer Expiration Date and shall exercise the Issuance Right for an Available Amount equal to the Change of Control Offer Issuance Amount under the occurrence of a Mandatory Exercise Event involving a Change of Control Offer Expiration Date (any such exercise, a “Mandatory Exercise”), (ii) the exercise of the Issuance Right for the entire Available Amount shall occur automatically (such exercise, an “Automatic Exercise”) upon the occurrence of an Automatic Exercise Event, and (iii) Vistra Operations shall make a Designation Issuance Exercise upon the occurrence of a Designation Issuance Event. The Senior Secured Notes Trustee shall not have any duty to calculate, monitor or track the Maximum P-Caps Outstanding Amount.

(b) Vistra Operations may, in connection with any Voluntary Exercise or any Mandatory Exercise pursuant to a Change of Control Trigger Event (solely to the extent of the Change of Control Offer Subject Amount), make an election (a “Cash Settlement Election”) to deliver on the Settlement Date, in lieu of Senior Secured Notes, by wire transfer in immediately available funds, an amount equal to the Redemption Price (or the Change of Control Offer Subject Amount), including accrued and unpaid interest through the date of payment, as determined pursuant to the Senior Secured Notes and the Senior Secured Notes Indenture (the “Cash Settlement Amount”), that would be payable if Vistra Operations had sold such Senior Secured Notes to the Trust and redeemed them on such Settlement Date, provided that a Cash Settlement Election with respect to less than all of the Senior Secured Notes may be made only with respect to an integral multiple of the Unit Amount in principal amount of Senior Secured Notes. Notwithstanding anything to the contrary, in the event that Vistra Operations elects to pay the Cash Settlement Amount pursuant to a Mandatory Exercise in connection with a Change of Control Trigger Event in lieu of issuing the Change of Control Offer Issuance Amount of Senior Secured Notes, the Trust shall not be required to redeem any P-Caps as a result of such payment of the Cash Settlement Amount, and such Cash Settlement Amount shall be paid by the Trust to repurchase P-Caps as all or part of the Change of Control Payment with respect to the P-Caps Tendered Amount.

(c) The Trust shall purchase Senior Secured Notes from Vistra Operations (or, if Vistra Operations has made a Cash Settlement Election with respect to such Senior Secured Notes, receive the applicable Cash Settlement Amount) in exchange for the Notes Purchase Price to be delivered to Vistra Operations upon each exercise of the Issuance Right, in whole or in part, as provided in Article III, in accordance with any Issuance Notice or upon an Automatic Exercise and subject to the terms and conditions set forth herein.

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(d) The parties acknowledge and agree that:

(i) on the date hereof, Vistra Operations is issuing to the Trust a Senior Secured Note with an initial principal amount of $0 (the “Initial Note Certificate”);

(ii) any delivery of Senior Secured Notes by Vistra Operations to the Trust as contemplated by this Agreement upon any Voluntary Exercise, Automatic Exercise, Mandatory Exercise, Designation Issuance Exercise shall be effected by increasing the principal amount of the Initial Note Certificate and recording such increase in the Security Register, upon receipt of notification as contemplated herein of such Voluntary Exercise, Automatic Exercise, Mandatory Exercise, Designation Issuance Exercise; and

(iii) any redemption of Senior Secured Notes held by the Trust and any delivery of Senior Secured Notes by the Trust to Vistra Operations upon Vistra Operations’ exercise of the Repurchase Right shall be effected by decreasing the principal amount of the Initial Note Certificate and recording such decrease in the Security Register, upon receipt of notification thereof as contemplated herein.

Section 2.2. Repurchase Right.

(a) Subject to Section 2.2(b), Vistra Operations shall have the right to repurchase, on one or more occasions, Senior Secured Notes then outstanding and held by the Trust, in whole or in part (provided that any repurchase of less than all Senior Secured Notes then outstanding and held by the Trust shall be made as to an integral multiple of the Unit Amount in principal amount of Senior Secured Notes), at any time in exchange for delivery to the Trust of Eligible Assets that entitle the Trust to receive, on each subsequent Treasury Payment Date through and including the Treasury Payment Date immediately preceding the P-Caps Final Redemption Date, payments of principal and interest that are in the same amounts as the Trust would have received on each such Treasury Payment Date on the Eligible Assets that it delivered to Vistra Operations, the rights to which the Trust relinquished, upon the exercise of the Issuance Right in respect of the Senior Secured Notes to be so repurchased (the “Repurchase Price”). The repurchase right described in this Section 2.2(a) is referred to herein as a “Repurchase Right” and any such repurchase is referred to herein as a “Repurchase”.

(b) The Repurchase Right shall terminate upon the earliest to occur of (i) an Automatic Exercise Event, (ii) a Mandatory Exercise Event or (iii) Vistra Operations’ delivery of a notice substantially in a form of Annex B to the Trust and the Senior Secured Notes Trustee, in which Vistra Operations irrevocably waives its right to exercise the Repurchase Right. Vistra Operations may not effect a Repurchase of any Senior Secured Notes for which Vistra Operations has delivered a notice of redemption pursuant to the Senior Secured Notes Indenture.

(c) Vistra Operations may exercise the Repurchase Right by delivering to the Trust and the Senior Secured Notes Trustee a notice substantially in the form of Annex C, which notice shall specify the settlement date (the “Repurchase Settlement Date”), which shall be a Business Day that is prior to the Trust Dissolution Date and at least three (3) Business Days after Vistra Operations delivers such notice. On the Repurchase Settlement Date, Vistra Operations shall deliver the Repurchase Price to the Trust against delivery of the Senior Secured Notes by the Trust to Vistra Operations or its designee. Each of Vistra Operations and the Trust hereby

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covenants and agrees that its delivery of the Repurchase Price or the Senior Secured Notes, respectively, pursuant to this Section 2.2 shall be made free and clear of any adverse claims (other than claims that arise as a result of the actions of, or claims against, another party hereto), together with all transfer and registration documents (or all notices, instructions or other communications) as are necessary to convey title to the Repurchase Price or the Senior Secured Notes to the Trust or Vistra Operations (or its designee), as the case may be and cause them to be a protected purchaser (within the meaning of the New York Uniform Commercial Code) of the Repurchase Price or the Senior Secured Notes, as the case may be. For the avoidance of doubt, Senior Secured Notes repurchased pursuant to this Section 2.2 or for which Vistra Operations has paid the Cash Settlement Amount in lieu of issuance pursuant to the foregoing can be re-issued.

(d) Change of Control Offer.

(i) Upon the occurrence of a Change of Control Trigger Event, Vistra Operations shall deliver a notice to the Trustee that such Change of Control Trigger Event has occurred. Within 30 days following its receipt of such notice of Change of Control Trigger Event, the Trustee will mail (or deliver electronically) the notice (the “Change of Control Offer”) prepared by Vistra Operations to each holder of the P-Caps describing the transaction or transactions that constitute the Change of Control and offering to repurchase P-Caps on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 10 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures required by the Trust Declaration and described in such notice. Holders of the P-Caps electing to have any P-Caps purchased pursuant to a Change of Control Offer (as evidenced by their surrender) shall be required to surrender the P-Caps to the paying agent for the P-Caps on the third Business Day preceding the Change of Control Payment Date (the “Change of Control Offer Expiration Date”). Vistra Operations and the Trust will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the P-Caps as a result of a Change of Control Trigger Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Agreement, the Trust Declaration or the Senior Secured Notes Indenture, Vistra Operations and the Trust will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Change of Control provisions of this Agreement, the Trust Declaration or the Senior Secured Notes Indenture by virtue of such compliance as evidenced by an Officer’s Certificate delivered by Vistra Operations to the Trustee.

(ii) In the Change of Control Offer, the Trust, at the direction of Vistra Operations, and subject to the receipt from Vistra Operations of the change of control payment with respect to the relevant Senior Secured Notes (which such payment may be made directly to the Trust to the extent no Senior Secured Note is held through the facilities of a depository, and all such Senior Secured Notes are held in the name of the Trust) plus, to the extent Vistra Operations elects to pay the Cash Settlement Amount with respect to the Change of Control Offer Subject

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Amount, such Cash Settlement Amount, will offer a payment in cash equal to 101% of the aggregate initial purchase price of the P-Caps, plus accrued and unpaid distributions, if any, on the P-Caps to the date of repurchase, subject to the rights of holders of the P-Caps on the relevant record date to receive distributions on the relevant Distribution Date (the “Change of Control Payment”).

(iii) If the Senior Secured Notes with respect to which Vistra Operations has made a change of control offer under the Senior Secured Notes Indenture are then held by the Trust (including any Senior Secured Notes to be issued to the Trust pursuant to a Mandatory Exercise), Vistra Operations shall notify the Trust and the Senior Secured Notes Trustee of the change of control triggering event under the Senior Secured Notes Indenture and the Trust will accept such change of control offer under the Senior Secured Notes Indenture with respect to such Senior Secured Notes to the extent holders of the P-Caps have accepted the Change of Control Offer with respect to the P-Caps. Holders of the P-Caps electing to have any P-Caps purchased pursuant to a Change of Control Offer shall be required to surrender the P-Caps to the paying agent for the P-Caps on the Change of Control Offer Expiration Date. Upon the occurrence of a Change of Control Offer Expiration Date with respect to the P-Caps (which shall constitute a Mandatory Exercise Event in respect of the Issuance Right), Vistra Operations shall sell to the Trust Senior Secured Notes in a principal amount equal to the excess of the initial purchase price of the P-Caps that have accepted the Change of Control Offer (the “P-Caps Tendered Amount”) over the principal amount of Senior Secured Notes held by the Trust, with such excess rounded up to the nearest $50 million principal amount (such principal amount following rounding, the “Change of Control Offer Issuance Amount” and such principal amount prior to rounding the “Change of Control Offer Subject Amount”)); provided that Vistra Operations may elect to pay the Cash Settlement Amount with respect to the Change of Control Offer Issuance Amount in lieu of issuing such Senior Secured Notes. On the Change of Control Payment Date, Vistra Operations shall pay an amount equal to the Change of Control Payment to the holders of the Senior Secured Notes to repurchase a principal amount of Senior Secured Notes equal to the P-Caps Tendered Amount (minus the Change of Control Offer Subject Amount if Vistra Operations has paid the Cash Settlement Amount with respect thereto in lieu of issuance) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of repurchase, in each case to the extent necessary to pay the Change of Control Payment with respect to the P-Caps Tendered Amount. For the avoidance of doubt, Senior Secured Notes repurchased pursuant to this Section 2.2(d) or for which Vistra Operations has paid the Cash Settlement Amount in lieu of issuance pursuant to the foregoing cannot be re-issued.

(iv) On the Change of Control Payment Date, to the extent lawful:

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(A) the Trust shall accept for payment all P-Caps properly tendered pursuant to the Change of Control Offer;

(B) Vistra Operations shall pay to the paying agent for payment to the holders of the Senior Secured Notes an amount equal to the Change of Control Payment in respect of all P-Caps properly tendered; and

(C) Vistra Operations shall deliver or cause to be delivered to the Trustee an Officer’s Certificate stating the aggregate initial purchase price of P-Caps being re-purchased by the Trust.

(v) The paying agent for the P-Caps (to the extent it has received such amounts) shall promptly distribute to each holder of P-Caps properly tendered the Change of Control Payment for the P-Caps. Vistra Operations shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(vi) The provisions set forth in this Section 2.2(d) shall apply whether or not any other provisions of the Trust Declaration are applicable.

(vii) Notwithstanding anything to the contrary in this Section 2.2(d), the Trust shall not be required to make a Change of Control Offer upon a Change of Control Trigger Event if (A) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Trust Declaration applicable to a Change of Control Offer made by the Trust and purchases all P-Caps properly tendered and not withdrawn under the Change of Control Offer, or (B) notice of redemption with respect to all outstanding P-Caps has been given pursuant to the Trust Declaration, unless and until there is a default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control Trigger Event, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control Trigger Event, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.

Section 2.3. Termination of Facility Agreement. The Issuance Right, the Repurchase Right and this Agreement shall terminate on the Trust Dissolution Date, except with respect to obligations (including any Return Obligations) that have accrued hereunder prior to such date.

Section 2.4. Consolidated Net Worth.

(a) Consolidated Net Worth. No later than five (5) Business Days after each date on which Vistra Corp.’s annual or quarterly financial statements are required to be filed on Form 10-K or Form 10-Q with the SEC, including any applicable extensions thereof, or if Vistra Corp. is not required to file such financial statements with the SEC, within 90 days after the end of each fiscal year and within 50 days after the end of each of the first three fiscal quarters of each fiscal year, Vistra Operations shall notify the Trustee of the Consolidated Net Worth as of the last day of the immediately preceding fiscal year or quarter, as the case may be. Such notice shall briefly describe any Reorganization or Accounting Change resulting in a change in the Minimum Threshold since the later of (i) the date of this Agreement or (ii) the most recent such notice and specify (A) the adjustment to the Minimum Threshold caused by such Reorganization or Accounting Change, including the calculation of such adjustment, and (B) the effective date of such adjustment. For the avoidance of doubt, the Trustee shall have no duty, obligation or responsibility to take any action in connection with such notice, other than forwarding to Holders of the P-Caps upon request.

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(b) Reorganizations. In the event of a Reorganization of Vistra Corp. that would result in a change in its Consolidated Net Worth, after giving effect to such Reorganization, of 15% or more of its Consolidated Net Worth immediately prior to such Reorganization, the Minimum Threshold shall be adjusted by multiplying the Minimum Threshold applicable immediately prior to such Reorganization by a fraction, the numerator of which is the Consolidated Net Worth after giving effect to such Reorganization, and the denominator of which is the Consolidated Net Worth immediately prior to the Reorganization.

(c) Change of Accounting Policies. If at any time an Accounting Change would affect the computation of Consolidated Net Worth resulting in a change in the Consolidated Net Worth, after giving effect to such Accounting Change, of 15% or more of the Consolidated Net Worth immediately prior to such Accounting Change, the Minimum Threshold shall be adjusted by multiplying the Minimum Threshold applicable immediately prior to the Accounting Change by a fraction, the numerator of which is the Consolidated Net Worth after giving effect to the Accounting Change, and the denominator of which is the Consolidated Net Worth immediately prior to the Accounting Change.

(d) Calculation of the Consolidated Net Worth. For purposes of this Section 2.4, the Consolidated Net Worth immediately prior to a Reorganization or an Accounting Change shall be calculated based on the most recent annual or quarterly consolidated financial statements of Vistra Corp. prior to such Reorganization or Accounting Change, as the case may be, that are available at the time of determination of such Consolidated Net Worth.

Section 2.5. Exercisability of the Issuance Right. The Issuance Right shall be exercisable in accordance with Section 2.1 notwithstanding any failure to pay any amount due under this Agreement, and no such failure shall constitute a breach of or a default under this Agreement unless, by the end of the 30th day following the applicable Distribution Date on which amounts are due from Vistra Operations to the Trust, such failure has not been remedied (whether (i) by Vistra Operations paying the unpaid amount to the Trust or (ii) by Vistra Operations delivering an Issuance Notice with respect to the entire Available Amount, for settlement prior to such 30th day, and such amounts being set-off against the Notes Purchase Price in respect thereof).

Section 2.6. Mandatory Exercise Events. Vistra Operations shall give prompt written notice to the Trust of the occurrence of any Mandatory Exercise Event.

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ARTICLE III

EXERCISE OF THE ISSUANCE RIGHT

Section 3.1. Exercise of the Issuance Right by Vistra Operations.

(a) The Issuance Right shall be exercisable upon delivery by Vistra Operations of an Issuance Notice to the Trust and the Senior Secured Notes Trustee substantially in the form attached as Annex A-1. The Issuance Notice shall specify (i) whether such exercise is a Mandatory Exercise, (ii) the Settlement Date, which shall be a Business Day that is on or prior to the Trust Dissolution Date and at least two (2) Business Days after the date such notice is received by the Trust and the Senior Secured Notes Trustee, and if Vistra Operations is making a Cash Settlement Election, at least 10 days but not more than 60 days following the date such notice is received by the Trust and the Senior Secured Notes Trustee; provided that in the case of a Mandatory Exercise, a Designation Issuance Exercise, the Settlement Date shall be the second Business Day after the date of receipt, (iii) whether the Settlement Date is the Trust Dissolution Date, (iv) the principal amount of Senior Secured Notes with respect to which Vistra Operations is exercising the Issuance Right (the “Specified Amount”), which shall be an integral multiple of the Unit Amount, or, in the case of a Mandatory Exercise (other than a Mandatory Exercise pursuant to clause (4) of the definition of Mandatory Exercise Event), the entire Available Amount, (v) in the case of a Voluntary Exercise by Vistra Operations, the applicable Eligible Assets, Substitute Deposits related to Designated Securities or Counterparty Securities (in each case, if any), constituting the applicable Notes Purchase Price and (vi) in the case of a Voluntary Exercise by Vistra Operations, the principal amount of Senior Secured Notes, if any, as to which Vistra Operations has made a Cash Settlement Election. On the Settlement Date, (x) the Senior Secured Notes Trustee shall deliver the Specified Amount of the Senior Secured Notes or (y) with respect to any Senior Secured Notes as to which Vistra Operations has made a Cash Settlement Election, Vistra Operations shall deliver the Cash Settlement Amount to the Trust against delivery of the Notes Purchase Price by the Trust to Vistra Operations. Vistra Operations may not voluntarily exercise the Issuance Right with respect to any Designated Securities.

(b) The portion, if any, of the Notes Purchase Price that consists of Designated Securities or Counterparty Securities, as applicable, shall be deemed delivered to Vistra Operations on the Settlement Date, on which date the Trust shall relinquish any further rights to such Designated Securities or Counterparty Securities, as applicable, and any the right to all future Substitute Payments in respect thereof.

Section 3.2. Automatic Exercise of the Issuance Right

(a) The Trust shall deliver a notice substantially in the form of Annex D (such notice, an “AutomaticExercise Notice”) to the Senior Secured Notes Trustee and Vistra Operations within two (2) Business Days after obtaining actual knowledge of any Automatic Exercise Event that is not a Bankruptcy Event, and the Settlement Date of such Automatic Exercise shall be the second Business Day after the date such notice is received by the Senior Secured Notes Trustee, provided that if the Senior Secured Notes Trustee receives notice that a Bankruptcy Event with respect to Vistra Operations has occurred before such Settlement Date, the Settlement Date shall be determined pursuant to Section 3.2(b).

(b) Vistra Operations shall deliver an Automatic Exercise Notice to the Trust and the Senior Secured Notes Trustee promptly upon becoming aware of any Bankruptcy Event with respect to Vistra Operations and provide the Senior Secured Notes Trustee and the Trust with either an order of the court, supervisor or other regulator administering its bankruptcy, receivership, liquidation or similar proceeding authorizing the increase in the outstanding amount

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of the Senior Secured Notes to the Trust or an opinion of counsel that the Senior Secured Notes may be issued and sold to the Trust without obtaining any such order. The Settlement Date of such Automatic Exercise shall be the second Business Day after such order or opinion of counsel is received by the Trust and the Senior Secured Notes Trustee or, if later, the date required by such order.

(c) On the Settlement Date of an Automatic Exercise, the Senior Secured Notes Trustee shall deliver the entire Available Amount of the Senior Secured Notes (as set forth in the Automatic Exercise Notice) to or upon the order of the Trust against delivery of the Notes Purchase Price by the Trust to Vistra Operations.

Section 3.3. Settlement and Delivery.

(a) Delivery of the Senior Secured Notes (or the Cash Settlement Amount, in respect of any Senior Secured Notes as to which Vistra Operations has made a Cash Settlement Election) and the Notes Purchase Price, in respect of any exercise of the Issuance Right shall take place prior to 3:00 p.m. on the applicable Settlement Date. Unless otherwise changed by a prior written notice to the Trust by Vistra Operations, in the case of an exercise of the Issuance Right by Vistra Operations on the applicable Settlement Date, subject to the receipt of the Senior Secured Notes (or such Cash Settlement Amount), the Notes Purchase Price shall be delivered to or upon the order of Vistra Operations according to the delivery instructions provided by Vistra Operations. For the avoidance of doubt, any delay in delivery of any Senior Secured Notes or Cash Settlement Amount or the Notes Purchase Price shall not extinguish the rights of Vistra Operations or the Trust to receive the Notes Purchase Price or any Cash Settlement Amount or Senior Secured Notes, as the case may be, following the exercise of the Issuance Right.

(a) Payment of the Notes Purchase Price shall be subject to set-off against any amounts due and unpaid by Vistra Operations to the Trust on the applicable Settlement Date pursuant to this Agreement, the Trust Declaration or the Trust Expense Reimbursement Agreement and such set-off shall be deemed to satisfy the Trust’s obligation to pay the Notes Purchase Price with respect to such set-off amounts (with the Eligible Treasury Assets included in the Notes Purchase Price being valued for the purpose of such set-off based on the proceeds received therefor by the Trust). Except as set forth in the immediately preceding sentence, payment of the Notes Purchase Price by the Trust shall be made as provided in this Article III without setoff, claim, recoupment, deduction or counterclaim.

(b) Each of Vistra Operations and the Trust hereby covenants and agrees that its delivery of the Senior Secured Notes or the Notes Purchase Price, respectively, pursuant to this Article III shall be made free and clear of any adverse claims (other than claims that arise as a result of the actions of, or claims against, another party hereto), together with all transfer and registration documents (or all notices, instructions or other communications) as are necessary to convey title to the Senior Secured Notes or the Notes Purchase Price to the Trust or Vistra Operations (or its nominee), as the case may be, and cause them to be a protected purchaser (within the meaning of the New York Uniform Commercial Code) of the Senior Secured Notes or the Notes Purchase Price, as the case may be. Regardless of when they are issued and sold to the Trust, and whether they are issued and sold to the Trust pursuant to one exercise or several exercises, all Senior Secured Notes issued shall consist of a single series of securities under the Senior Secured Notes Indenture.

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ARTICLE IV

DESIGNATION FEATURE AND POSTING RIGHT

Section 4.1. Right to Exercise Designation Feature and Posting Right.

(a) From time to time, Vistra Operations may, subject to the terms and conditions set forth herein, direct the Trust pursuant to a notice substantially in the form attached hereto as Annex E (a “Designation Feature Exercise Notice”), to (i) deliver all or a specified (x) principal amount of Treasuries (the “Designated Treasuries”), and/or (y) face amount of STRIPS (the “Designated STRIPS” and, together with the Designated Treasuries, the “Designated Securities”) to the Designated Account identified in the Designation Feature Exercise Notice and (ii) pledge all of its right, title and interest in and to the applicable Designated Securities, the Designated Account in which such Designated Securities are held, all security entitlements (as defined under federal law or the Uniform Commercial Code as in effect in the State of New York or other applicable jurisdiction, as applicable) related thereto, any other property or assets from time to time on deposit in such Designated Account and/or credited thereto, and all proceeds, products, accessions, profits or in respect of any of the foregoing (collectively, the “Designated Collateral”) to the LC Collateral Agent for the benefit of one or more LC Facility Secured Parties (each such delivery of Designated Securities, an exercise of the “Designation Feature”). Each transfer and pledge of Designated Collateral shall be made free and clear of all Liens created under the Vistra Pledge Agreement but the Trust shall otherwise retain its right, title and interest in and to the Designated Collateral upon such transfer and pledge.

(b) Prior to the exercise of the Designation Feature by Vistra Operations with respect to the LC Collateral Account, Vistra Operations, as Depositor of the Trust, shall direct the Trust pursuant to a notice substantially in the form attached hereto as Annex H (a “LCPledge Agreement Direction Notice”) to enter into the LC Pledge Agreement among the Trust, Vistra Operations, the LC Collateral Agent and The Bank of New York Mellon, as deposit bank and securities intermediary, substantially in the form attached as Exhibit A to the LC Pledge Agreement Direction Notice with such changes thereto as to which Vistra Operations and the LC Collateral Agent may agree to implement such LC Collateral Agent’s required collateral agency provisions and operational requirements.

(c) From time to time, Vistra Operations may, subject to the terms and conditions set forth herein, direct the Trust pursuant to a notice substantially in the form attached hereto as Annex F (a “Posting Right Exercise Notice”), to deliver all or a specified (i) principal amount of Treasuries (the “CounterpartyTreasuries”), and/or (ii) face amount of STRIPS (the “Counterparty STRIPS” and, together with the Counterparty Treasuries, the “Counterparty Securities”) to the applicable Counterparty Account at the applicable Collateral Posting Counterparty identified in the Collateral Posting Exercise Notice (each such delivery of Counterparty Securities, an exercise of the “Posting Right”). Each delivery of Counterparty Securities shall be made free and clear of all Liens created under the Vistra Pledge Agreement and all right, title and interest of the Trust in and to the Counterparty Securities shall pass from the Trust to the Collateral Posting Counterparty upon such delivery.

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(d) Following any exercise of the Designation Feature or the Posting Right, Vistra Operations shall either:

(i) (x)(A) pay or (B) cause any Designated Person or the Securities Intermediary, as applicable, with respect to Designated Treasuries, or any Collateral Posting Counterparty, with respect to Counterparty Treasuries, as applicable, to pay in cash to the Pledged Property Account of the Trust on or prior to the applicable Payment Deadline an amount equal to the amount due and payable in respect of such Designated Treasuries or Counterparty Treasuries, as applicable, on each immediately preceding Treasury Payment Date; and (y)(A) pay or (B) cause any Designated Person or the Securities Intermediary, as applicable, with respect to Designated STRIPS, or any Collateral Posting Counterparty, with respect to Counterparty STRIPS, as applicable, to pay in cash to the Trust on or prior to the Payment Deadline the face amount in respect of such Designated STRIPS or Counterparty STRIPS, as applicable, on each immediately preceding Treasury Payment Date (each such amount identified in (x) or (y), a “Substitute Payment”); and/or

(ii) cause any Designated Person or the Securities Intermediary, as applicable, to return any Designated Securities, or any Collateral Posting Counterparty, to return any Counterparty Securities, as applicable, to the Pledged Property Account of the Trust on or prior to the Return Deadline (such obligation, the “Return Obligation” with respect to such Designated Securities or Counterparty Securities, as applicable).

(e) Vistra Operations’ Return Obligation with respect to an exercise of the Designation Feature or the Posting Right, as applicable, shall be extinguished upon the return of the applicable Designated Securities or Counterparty Securities, as applicable, or in lieu of the return of such Designated Securities or Counterparty Securities, as applicable, the payment of the Substitute Payment in respect of such Designated Securities or Counterparty Securities, as applicable (regardless of the Person who returns such Designated Securities or Counterparty Securities, as applicable, or pays to the Trust the applicable Substitute Payment), in each case to the Pledged Property Account of the Trust, and upon such return or payment, such Designated Securities or Counterparty Securities, as applicable, shall cease to be Designated Securities or Counterparty Securities, as applicable, hereunder; provided that, for any Designated Treasuries or Counterparty Treasuries, Vistra Operations’ Return Obligation shall not be extinguished and such Designated Treasuries or Counterparty Treasuries, as applicable, shall not cease to be Designated Treasuries or Counterparty Treasuries, as applicable, until Vistra Operations has made a Substitute Payment to the Pledged Property Account of the Trust in the amount of all future interest and principal payments on such Designated Treasuries or Counterparty Treasuries, as applicable. Additionally, upon the Settlement Date of any Issuance Right, the Return Obligation with respect to each Designated Security or Counterparty Treasury (or, in each case, portion thereof) included in the Notes Purchase Price shall be extinguished, and such Designated Securities or Counterparty Treasuries, as applicable, included in the Notes Purchase Price shall, upon their conveyance to Vistra Operations, cease to be Designated Securities or Counterparty Treasuries, as applicable, under this Agreement. The portion of any Notes Purchase Price that consists of Designated Securities or Counterparty Treasuries, as applicable, shall be deemed delivered upon settlement of the Issuance Right.

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Section 4.2. Designation Feature and Posting RightProcedures.

(a) Vistra Operations may exercise the Designation Feature or Posting Right with respect to any Eligible Assets held by the Trust by delivering (i) in the case of an exercise of the Designation Feature, a completed Designation Feature Exercise Notice to the Trustee and the Vistra Collateral Agent at least one (1) Business Day prior to the delivery date specified in the Designation Feature Exercise Notice and (ii) in the case of an exercise of the Posting Right, a completed Posting Right Exercise Notice to the Trustee and the Vistra Collateral Agent at least two (2) Business Days prior to the delivery date specified in the Posting Right Exercise Notice; provided, that in the event the Vistra Operations exercises the Posting Right with respect to any Eligible Assets on the date of this Agreement and has provided the Trust, the Vistra Collateral Agent and the Trustee with notice of its intention to so exercise the Posting Right by e-mail at least one (1) Business Day prior thereto, the two (2) Business Day notice requirement in clause (ii) above shall be waived automatically by the Trust, the Vistra Collateral Agent and the Trustee without any other action; provided that all of the Eligible Assets have been delivered and settled into the Trust Property Account prior to any exercise. In the Designation Feature Exercise Notice, Vistra Operations shall direct the Trust as to the Designated Account and in the Posting Right Exercise Notice, Vistra Operations shall direct the Trust as to the Counterparty Account. Neither a Designation Feature Exercise Notice nor a Posting Right Exercise Notice with respect to any Eligible Assets may not be delivered to the Trustee after any Issuance Notice has been delivered pursuant to Section 3.1(a) for which such Eligible Assets would be included in the Notes Purchase Price.

(b) Vistra Operations shall notify or shall cause the applicable Collateral Posting Counterparty to notify the Trustee and the Vistra Collateral Agent if Vistra Operations, a Designated Person, the Securities Intermediary or a Collateral Posting Counterparty, as applicable, will return any Designated Security or Counterparty Security not later than 12:00 noon on the Business Day prior to the applicable Return Deadline by delivering a notice substantially in the form of Annex G (each, a “DesignatedSecurities/Counterparty Securities Return Notice”); provided, that the failure to deliver a Designated Securities/Counterparty Securities Return Notice in respect of a Designated Security or a Counterparty Security, as applicable, shall not affect the Return Obligation.

(c) Following the payment of the Substitute Payment with respect to any Designated Securities or Counterparty Securities, the Trustee or the Vistra Collateral Agent shall hold such Substitute Payment as a Substitute Deposit in accordance with the Trust Declaration and the Pledge Agreement, respectively. The right of a Designated Person, a Collateral Posting Counterparty, Vistra Operations or any other Person to make a Substitute Payment in respect of such Designated Security to the Trust in lieu of returning any Designated Security or Counterparty Securities, as applicable, to extinguish the Return Obligation shall be subject to Vistra Operations undertaking to pay the Vistra Collateral Agent and the Trustee any charges, fees or other expenses in connection therewith.

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(d) It shall be Vistra Operations’ obligation to monitor compliance with and timeliness of any Return Deadline or Payment Deadline. Neither the Trustee nor the Senior Secured Notes Trustee shall have any duty or obligation to supervise or monitor Vistra Operations’ compliance with the foregoing or to provide any notice to Vistra Operations or any other Person of any Return Deadline or Payment Deadline.

Section 4.3. Designation Issuance Exercise

(a) In the event any Designated Securities leave the Designated Account (other than for the return of Designated Securities to the Pledged Property Account of the Trust) (a “Designation Issuance Event”), Vistra Operations shall exercise the Issuance Right (a “Designation Issuance Exercise”) in an integral multiple of the Unit Amount such that all Designated Securities delivered to such Designated Account (excluding any Designated STRIPS that had previously been paid at their Face Amount) would be included in the Notes Purchase Price for such Designation Issuance Exercise.

(b) In the event that Vistra Operations acting in good faith determines that a Designation Issuance Event is reasonably likely to occur and Vistra Operations remains of such determination for 30 days during which time a Designation Issuance Event does not occur, Vistra Operations will promptly notify Moody of such determination.

(c) Vistra Operations shall notify the Trustee, the Senior Secured Notes Trustee and the Vistra Collateral Agent of the occurrence of a Designation Issuance Event promptly following becoming aware of its occurrence and in any event not later than 12:00 noon on the day that is 20 days following the date of such Designation Issuance Event (or, if such date is not a Business Day, then the next Business Day), as applicable, by delivering a notice substantially in the form of Annex A-2 (each, a “Designation Issuance Event Notice”), which shall constitute an Issuance Notice in accordance with the terms therein; provided that the failure to deliver a timely Designation Issuance Event Notice with respect to a Designation Issuance Event shall not affect the occurrence and validity of any Designation Issuance Exercise with respect to such Designation Issuance Event.

(d) The Settlement Date of any Designation Issuance Exercise shall be the second Business Day after the related Designation Issuance Event Notice is received by the Trustee and the Senior Secured Notes Trustee.

ARTICLE V

FACILITY FEE AND PURCHASE OF ELIGIBLEASSETS

Section 5.1. Facility Fee. In consideration of the Trust’s agreement to purchase the Senior Secured Notes upon the exercise of the Issuance Right in accordance with the terms of this Agreement and to make Eligible Assets available for delivery to the Designated Account pursuant to Section 4.1(a) or the Counterparty Account pursuant to Section 4.1(c), as applicable, Vistra Operations shall pay to the Trust, by wire transfer in immediately available funds, by 12:00 p.m. on each Distribution Date in arrears in respect of the Distribution Period ending on such Distribution Date, a premium (the “Facility Fee”) in an amount equal to 3.3608% per annum applied to the Maximum P-Caps Outstanding Amount minus the aggregate principal amount of Senior Secured Notes then outstanding and held by the Trust as of the close of business on the Business Day immediately preceding such Distribution Date, as applicable, calculated on a 30/360 Basis.

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Section 5.2. Special Facility Fee. In the event (x) the Trust has not received all payments due on a Treasury Payment Date with respect to the Treasuries and/or STRIPS that are not Defaulted Securities and Vistra Operations fails on the immediately succeeding Distribution Date to purchase and pay for any Defaulted STRIPS required to be purchased at their face amount from the Trust and to pay any amount required to be paid to the Trust in respect of any Defaulted Payments, in each case pursuant to Section 5.3 by 5:00 p.m. on such Distribution Date, (y) the Trust has not received payments due on Designated Securities or Counterparty Securities (including as a result of the failure to make a Substitute Payment to the Trust with respect to any Designated Security or Counterparty Securities, as applicable, on or prior to the applicable Payment Deadline, if such Designated Security or Counterparty Securities, as applicable, was not returned to the Trust on or prior to the applicable Return Deadline) or (z) Vistra Operations has failed to pay any amount due under this Agreement, the Trust Expense Reimbursement Agreement or the Senior Secured Notes, by 5:00 p.m. on any Distribution Date (such amounts in clauses (x), (y) or (z) above, the “Overdue Amounts”), Vistra Operations shall pay to the Trust, by wire transfer in immediately available funds, the Special Facility Fee on the earliest of (i) the date on which the Trust is required to distribute any Overdue Amount pursuant to Section 5.8(d) of the Trust Declaration, (ii) the Settlement Date of the exercise in full of the Issuance Right after such Distribution Date and (iii) the date on which any Overdue Amount is paid in respect of any amounts payable on the Trust Dissolution Date (the “Special Facility Fee Payment Date”).

Section 5.3. Purchase/Payment of Defaulted Securities. Vistra Operations hereby agrees to (i) purchase from the Trust on any Distribution Date any Defaulted STRIPS for an amount in immediately available fund equal to their Face Amount and (ii) make a payment in immediately available funds to the Trust on each Distribution Date of any due and unpaid amounts (“Defaulted Payments”) relating to any Defaulted Treasuries on each May 15 or November 15 (the “Treasury Payment Dates”), in each case by wire transfer in immediately available funds. In the event that Vistra Operations makes a payment to the Trust with respect to any Defaulted Treasury, when the unpaid amount is paid to the Trust on such Defaulted Treasury, the Trust shall be obligated to promptly pay such amount to Vistra Operations. Each period from and including a Treasury Payment Date to, but excluding, the next Treasury Payment Date will be a “Treasury Payment Period”.

ARTICLE VI

OBLIGATIONS ABSOLUTE

Section 6.1. Obligations Absolute. The Trust acknowledges that the obligations of the Trust undertaken under this Agreement are absolute, irrevocable and unconditional irrespective of any circumstances whatsoever, including any defense otherwise available to the Trust, in equity or at law, including the defense of fraud, any defense based on the failure of Vistra Operations to disclose any matter, whether or not material, to the Trust or any other Person, and any defense of

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breach of warranty or misrepresentation, and irrespective of any other circumstance that might otherwise constitute a legal or equitable discharge or defense under any and all circumstances whatsoever. The enforceability and effectiveness of this Agreement and the liability of the Trust, and the rights, remedies, powers and privileges of Vistra Operations under this Agreement shall not be affected, limited, reduced, discharged or terminated, and the Trust hereby expressly waives, to the fullest extent permitted by applicable law, any defense now or in the future arising by reason of:

(i) the illegality, invalidity or unenforceability of all or any part of the Trust Declaration;

(ii) any action taken, or omission to act, by Vistra Operations;

(iii) any change in the direct or indirect ownership or control of Vistra Operations or of any shares or ownership interests thereof; and

(iv) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of or for the Trust;

provided that, notwithstanding the provisions of this Section 6.1, the Trust shall have no further obligations hereunder after this Agreement is terminated. The breach of any covenant, representation or warranty made in this Agreement by the Trust or Vistra Operations shall not result in the termination of the Issuance Right or limit the rights of the Trust or Vistra Operations hereunder.

Other than as specifically set forth herein, neither the Trust nor the Trustee shall be entitled to receive from Vistra Operations any certificate, opinion or other document in connection with the exercise of the Issuance Right.

Section 6.2. No Waiver. For the avoidance of doubt, so long as the Issuance Right has not terminated, no failure or delay by Vistra Operations in exercising its rights hereunder shall operate as a waiver of its rights hereunder except as specifically provided in this Agreement.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

Section 7.1. Representations of the Trust. The Trust represents and warrants to Vistra Operations that, as of the date hereof:

(a) the Trust is duly organized and validly existing under the Statutory Trust Act and has the power and authority to own its assets and to conduct its activities;

(b) its entry into, exercise of its rights and performance of or compliance with its obligations under this Agreement do not and will not violate (i) any law to which it is subject, (ii) any of its constituent documents, or (iii) any agreement to which it is a party or which is binding on it or its assets;

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(c) it has the power to enter into, and to exercise its rights and perform and comply with its obligations under, this Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

(d) it will obtain and maintain in effect and comply with the terms of all necessary consents, registrations and the like of or with any government or other regulatory body or authority applicable to this Agreement;

(e) its obligations under this Agreement are valid, binding and enforceable at law, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law) (the “Enforceability Exceptions”);

(f) it is not in default under any agreement to which it is a party or by which it or its assets is or are bound and no litigation, arbitration or administrative proceedings are current or pending, which default, litigation, arbitration or administrative proceedings would be material in the context of this Agreement;

(h) no consent, approval, authorization or order of any court or governmental authority, agency, commission or commissioner or other regulatory authority is required for the consummation by the Trust of the transactions contemplated by this Agreement; and

(i) assuming compliance with the transfer restrictions with respect to the Trust Securities specified in the Trust Declaration, the Trust is not required to register with the SEC as an investment company under the Investment Company Act of 1940.

Section 7.2. Representations of Vistra Operations. Vistra Operations represents and warrants to the Trust that, as of the date hereof:

(a) it is duly formed and validly existing under the laws of the jurisdiction of its formation, with power and authority (corporate and other) to own, lease and operate its properties and to conduct its business;

(b) its compliance with all of the provisions of this Agreement and the consummation of the transactions herein contemplated do not and will not result in any violation of the provisions of (i) the limited liability company agreement or other organizational documents, as applicable, of Vistra Operations, (ii) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Vistra Operations, any of its subsidiaries or any of its respective properties, or (iii) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Vistra Operations or any subsidiary is a party or by which Vistra Operations or any subsidiary is bound or to which any of the property or assets of Vistra Operations or any subsidiary is subject, which violation (in the case of clauses (ii) or (iii)) would be material relative to the expected benefits to the parties to this Agreement;

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(c) it has the power to enter into, and to exercise its rights and perform and comply with its obligations under, this Agreement and this Agreement has been duly authorized, executed and delivered by it;

(d) it will use commercially reasonable efforts to obtain and maintain in effect and comply with the terms of any necessary consents, registrations and the like of or with any government or other regulatory body or authority applicable to this Agreement;

(e) its obligations under this Agreement are valid, binding and enforceable against Vistra Operations in accordance with the terms of this Agreement, subject to the Enforceability Exceptions;

(f) it is not in default under any agreement to which it is a party or by which it or its assets is or are bound and, other than as set forth in the Offering Memorandum, there are no legal or governmental proceedings pending to which Vistra Operations or any of its subsidiaries is a party or of which any property of Vistra Operations or any of its subsidiaries is the subject and, to the best of Vistra Operations’ knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others, which default or legal or governmental proceedings would be material relative to the expected benefits to the parties to this Agreement;

(g) it is not necessary in order to ensure the validity, effectiveness, performance or enforceability of this Agreement that any document be filed, registered or recorded in any public office or elsewhere other than those that have been duly filed, registered or recorded and are in full force and effect;

(h) no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over Vistra Operations, any subsidiary or any of its respective properties is required for the execution and performance by Vistra Operations of its obligations under this Agreement which consent, approval, authorization, order, registration or qualification would be material relative to the expected benefits to the parties to this Agreement, except such as have been, or will have been prior to the time of delivery of the Senior Secured Notes, obtained and, assuming the accuracy of the representations, warranties and agreements of the Trust herein and in the Purchase Agreement, dated as of June 8, 2023, by and among Vistra Operations, the Trust, and Credit Suisse Securities (USA), LLC, as representative of the several initial purchasers named in Schedule I thereto (the “Purchase Agreement”), it is not necessary in connection with the sale and delivery of the Senior Secured Notes by Vistra Operations to the Trust, pursuant to the terms hereof in accordance with and in the manner contemplated by the Purchase Agreement, this Agreement and the Offering Memorandum, to register the Senior Secured Notes under the Securities Act; and

(i) the Senior Secured Notes have been duly authorized by Vistra Operations and, when issued pursuant to the Senior Secured Notes Indenture and delivered pursuant to this Agreement, the Senior Secured Notes will have been duly executed, authenticated, issued and delivered, and will constitute valid and legally binding obligations of Vistra Operations, entitled to the benefits provided by the Senior Secured Notes Indenture, enforceable in accordance with their terms, subject to the Enforceability Exceptions.

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ARTICLE VIII

SUBSIDIARY GUARANTEES

Section 8.1. Guarantee.

(a) Subject to this Article VIII, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees to the Trust and its successors and assigns, irrespective of the validity and enforceability of this Agreement or the obligations of Vistra Operations hereunder, that all obligations of Vistra Operations to the Trust, the Senior Secured Notes Trustee, the Delaware Trustee or the Trustee hereunder, the Trust Agreement and under the Trust Expense Reimbursement Agreement, the Senior Secured Notes Indenture and the Note Security Documents (the “Guaranteed Obligations”) shall be promptly paid in full or performed, all in accordance with the terms hereof, including:

(i) payment of the Facility Fee when due;

(ii) payment of the Special Facility Fee when due;

(iii) compliance with any Return Obligation;

(iv) compliance with any obligation to make Substitute Payments; and

(v) compliance with any obligation to purchase any Defaulted STRIPS and make any Defaulted Payments.

(b) Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The obligations of each Subsidiary Guarantor in respect of its Subsidiary Guarantee are secured by the Collateral on a senior secured basis as provided in the Note Security Documents.

(c) The Subsidiary Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of this Agreement, the absence of any action to enforce the same, any waiver or consent by the Trust with respect to any provisions hereof or thereof, the recovery of any judgment against Vistra Operations, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of Vistra Operations, any right to require a proceeding first against Vistra Operations, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in this Agreement.

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(d) If the Trust, the Senior Secured Notes Trustee, the Delaware Trustee or the Trustee on behalf of the Trust is required by any court or otherwise to return to Vistra Operations, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either Vistra Operations or the Subsidiary Guarantors, any amount paid by any of the foregoing to the Trustee, the Delaware Trustee, the Senior Secured Notes Trustee or the Trust in respect of the Obligations, the Subsidiary Guarantees or each Subsidiary Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect to the fullest extent permitted by law.

(e) Each Subsidiary Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Trust, the Senior Secured Notes Trustee, the Delaware Trustee or the Trustee in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. The Subsidiary Guarantors will have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Trust, the Delaware Trustee, the Senior Secured Notes Trustee or the Trustee under this Subsidiary Guarantee.

Section 8.2. Limitation on Subsidiary Guarantor Liability. Each Subsidiary Guarantor, and by its entry into this Agreement, the Trust, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trust and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article VIII, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

Section 8.3. Subsidiary Guarantors May Consolidate, etc., on Certain Terms.

(a) Except as otherwise provided in Section 8.3 hereof, no Subsidiary Guarantor may sell or otherwise dispose, in one or a series of related transactions, of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than Vistra Operations or another Subsidiary Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, satisfactory in form to the Trust, of the Guarantee of such Subsidiary Guarantor and the due and punctual performance of all of the covenants and conditions of this Guarantee to be performed by such Subsidiary Guarantor, such successor Person shall succeed to and be substituted for such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Agreement as the Subsidiary Guarantees contained herein as though all of such Subsidiary Guarantees had been issued on the date of this Agreement.

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Except as set forth in the Senior Secured Notes Indenture, nothing contained in the Senior Secured Notes Indenture or in this Agreement will prevent any consolidation or merger of a Subsidiary Guarantor with or into Vistra Operations or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to Vistra Operations or another Subsidiary Guarantor.

Section 8.4.Releases.

(a) The Subsidiary Guarantee of a Subsidiary Guarantor will be released automatically:

(i) upon the release, discharge or termination of such Subsidiary Guarantor’s guarantee of all obligations of Vistra Operations under the Credit Agreement;

(ii) if such Subsidiary Guarantor has become a Subsidiary Guarantor of any Additional Indebtedness, upon the release, discharge or termination of such Subsidiary Guarantor’s guarantee of all obligations of Vistra Operations under such Additional Indebtedness; or

(iii) upon defeasance or satisfaction and discharge of all obligations of Vistra Operations under this Agreement.

(b) Upon delivery by Vistra Operations to the Trustee, upon behalf of the Trust, of an Officer’s Certificate to the effect that the action or event giving rise to a release has occurred as specified above and written direction and offer of indemnification reasonably suitable to the Trustee has been received, the Trustee, on behalf of the Trust, shall execute any documents reasonably requested by Vistra Operations in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.

(c) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 8.4 will remain liable for the full amount of obligations owed by Vistra Operations under this Agreement and for the other obligations of any Subsidiary Guarantor under this Agreement as provided in this Article VIII.

ARTICLE IX

COLLATERAL AND SECURITY

Section 9.1. Grant of Security Interest.

(a) The due and punctual payment of the obligations of Vistra Operations hereunder and the obligations of, if any, the Subsidiary Guarantors under the Subsidiary Guarantees, when and as the same shall be due and payable, by acceleration, repurchase, redemption or otherwise, and performance of all other obligations of Vistra Operations and the Subsidiary Guarantors to the Trust, the Delaware Trustee, the Senior Secured Notes Trustee or the Trustee under this Agreement, the Trust Expense Reimbursement Agreement, the Senior Secured

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Notes Indenture, the Trust Agreement and the other Note Security Documents, according to the terms hereunder or thereunder (collectively, the “Secured Obligations”), are secured, as provided in the Note Security Documents. Vistra Operations hereby consents and agrees, and shall cause each, if any, of the Subsidiary Guarantors, to be bound by the terms of the Note Security Documents to which they are parties, as the same may be in effect from time to time, and agree to perform their obligations thereunder in accordance therewith. Vistra Operations hereby agrees, and shall cause the Subsidiary Guarantors, if any, to agree, that the Collateral Trustee shall hold the Collateral (directly or through co-trustees or agents) on behalf of and for the benefit of the Trust, all of the Holders and the other holders of Priority Lien Obligations.

(b) The Trust, by its execution and delivery of this Agreement, consents and agrees to the terms of the Collateral Trust Agreement and the Note Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and amendments to the Note Security Documents) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Delaware Trust Company (or any successor thereto as contemplated by the Collateral Trust Agreement) as the Collateral Trustee. The Trust, by its execution and delivery of this Agreement, authorizes and directs the Collateral Trustee to enter into any Note Security Documents to the extent not already entered into (including any amendments thereto and any security documents to secure additional Priority Lien Debt in accordance with the Collateral Trust Agreement) and to perform its obligations and exercise its rights thereunder in accordance therewith, subject to the terms and conditions thereof. Each of the Collateral Trustee and the Trust by its execution and delivery of this Agreement, by accepting the Trust Securities, acknowledges that, as more fully set forth in the Note Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the holders of Priority Lien Obligations, the Collateral Trustee and the Trust and the Lien of this Agreement and the Note Security Documents is subject to and qualified and limited in all respects by the Note Security Documents and actions that may be taken thereunder.

Section 9.2. Post-Date of this Agreement Collateral Requirements. Vistra Operations shall, or shall cause the applicable Subsidiary Guarantor, if any, to, use its commercially reasonable efforts to as soon as reasonably practicable, but in no event later than 90 days, after the date hereof execute and deliver to the Collateral Trustee as mortgagee or beneficiary, as applicable (with a copy to the Trust), such Note Security Documents, and any supplements or amendments related thereto, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Note Security Documents in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected first-priority Lien (subject to any applicable Permitted Liens), securing the Secured Obligations, on or against, except as otherwise provided in the Collateral Trust Agreement or the other Note Security Documents, the Collateral.

Section 9.3. Further Assurances; Liens on Additional Property.

(a) Vistra Operations and each, if any, of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Trustee (acting at the written direction of the Controlling Priority Lien Representative) from time to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the holders of Priority Lien Obligations, duly created and enforceable and perfected first-priority Liens

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upon the Collateral (including any property or assets constituting Collateral that are acquired or otherwise become, or are required by any Priority Lien Document to become, Collateral after the date hereof), in each case, as contemplated by, and with the Lien priority required under, the Priority Lien Documents and in connection with any merger, consolidation or sale of assets of Vistra Operations or any Subsidiary Guarantor, the property and assets of the Person which is consolidated or merged with or into Vistra Operations or any Subsidiary Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Note Security Documents and, to the extent such property or assets are not otherwise required or permitted to be released as Collateral in connection with such transaction, shall be treated as after-acquired property and Vistra Operations or such Subsidiary Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Priority Liens, in the manner and to the extent required under the Priority Lien Documents.

(b) At any time and from time to time, Vistra Operations and each of the other Grantors will promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents, and take such other actions as may be reasonably required, or that the Collateral Trustee (acting at the written direction of the Controlling Priority Lien Representative) or any Priority Lien Representative may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Priority Lien Documents for the benefit of the holders of Priority Lien Obligations.

Section 9.4. Collateral Trust Agreement. This Article VIII and the provisions of each of the Note Security Documents are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. Vistra Operations consents to and agrees to be bound by, and shall cause each Subsidiary Guarantor to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith. The Trust, by its execution and delivery of this Agreement, (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Trust Agreement, (b) agrees to enter into the Collateral Trust Joinder, and (c) authorizes and instructs the Collateral Trustee to acknowledge the Collateral Trust Joinder and Additional Secured Debt Designation dated as of the date hereof. In addition, the Trust, by its execution and delivery of this Agreement, authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Collateral Trust Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of the Trust, to add additional Indebtedness as Priority Lien Obligations and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt then outstanding, to the extent permitted by the Priority Lien Documents. The Trust and the Collateral Trustee shall be entitled to rely on an Officer’s Certificate or an opinion of counsel certifying that any such amendment is authorized or permitted under this Agreement and the Note Security Documents and that all conditions precedent thereto have been satisfied.

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Section 9.5. Releases of Collateral.

(a) The Liens on the Collateral in respect of this Agreement will no longer secure the Secured Obligations or any other obligations under the Subsidiary Guarantees, and the right of the Trust to the benefits and proceeds of the Liens on the Collateral will terminate and be discharged, in each case, automatically and without the need for any further action by any Person:

(i) in whole, upon the full and final payment and performance of the Secured Obligations of Vistra Operations and the Subsidiary Guarantors under this Agreement;

(ii) in whole, upon the satisfaction and discharge of this Agreement in accordance with the terms hereof;

(iii) in whole or in part, as applicable, upon receipt of the consent of the required Holders in accordance with Section 10.3;

(iv) in part, as to any Collateral that is sold, transferred or otherwise disposed of by Vistra Operations or any Subsidiary Guarantor in a transaction or other circumstance made in compliance with this Agreement and the Note Security Documents at the time of such sale, transfer or disposition;

(v) in whole, with respect to the Collateral owned by any Subsidiary Guarantor, upon the release of the Subsidiary Guarantee of such Subsidiary Guarantor in accordance with the terms of this Agreement; and

(vi) in whole, upon the occurrence of an Investment Grade Event with respect to any issued Senior Secured Notes; provided, however, that in the event that on any subsequent date (the “Reversion Date”) any two of the three Rating Agencies withdraw their Investment Grade rating of the senior, unsecured, long-term debt securities of Vistra Operations or downgrade such rating below Investment Grade, then (i) Vistra Operations and any Subsidiary Guarantors will be required to secure the Secured Obligations with the Collateral within 60 days after the Reversion Date and (ii) will thereafter be subject to the terms of this Agreement and the Note Security Documents with respect to future events; provided that clause (i) will not apply to property and other assets released by Vistra Operations under any other subsection of this Section 9.5(a). For the avoidance of doubt, in the event of any such reinstatement pursuant to clause (i) hereof, (A) no action taken or omitted to be taken by Vistra Operations or any Subsidiary Guarantors after a Release Event and before the Reversion Date will give rise to a Default, Event of Default or other breach under this Agreement and (B) none of Vistra Operations or any Subsidiary Guarantor will bear any liability for any actions taken or events occurring after a Release Event and before the Reversion Date, or any actions taken at any time pursuant to any contractual obligation arising after a Release Event and before the Reversion Date; provided that all Liens incurred after a Release Event and before the Reversion Date will be classified to have been incurred or issued pursuant to the applicable clause of the definition of “Permitted Lien”.

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(b) In addition, the Collateral Trustee’s Liens on the Collateral will be released upon the terms and subject to the conditions set forth in Section 4.1 of the Collateral Trust Agreement.

Section 9.6. Release Documentation. Upon compliance with the conditions to release of all or any portion of the Collateral set forth in Section 9.5, and subject to the terms and conditions of the Collateral Trust Agreement, the Collateral Trustee, and the Trust shall forthwith take all necessary action (at the written request of and the expense of Vistra Operations, accompanied by an Officer’s Certificate and Opinion of Counsel to the effect that the conditions precedent to such release have been satisfied) to release and re-convey to Vistra Operations or any other Grantor, as the case may be, the applicable portion of the Collateral that is authorized to be released pursuant to Section 9.5, and shall deliver such Collateral in its possession to Vistra Operations or any other Grantor, as the case may be, including, without limitation, executing and delivering releases and satisfactions wherever required.

Section 9.7. Collateral Trustee.

(a) The Collateral Trustee will hold (directly or through co-trustees or agents) and will be entitled to enforce at the direction of the Controlling Priority Lien Representative, all Liens on the Collateral created by the Note Security Documents.

(b) Except as provided in the Collateral Trust Agreement or as directed by the Controlling Priority Lien Representative in accordance with the Collateral Trust Agreement, the Collateral Trustee will not be obligated:

(i) to act upon directions purported to be delivered to it by any Person;

(ii) to take any Enforcement Action (as defined in the Collateral Trust Agreement); or

(iii) to take any other action whatsoever with regard to any or all of the Note Security Documents, the Liens created thereby or the Collateral.

Notwithstanding anything to the contrary contained in the Collateral Trust Agreement, the Collateral Trustee will not commence any Enforcement Action or otherwise take any action or proceeding against any of the Collateral unless and until it shall have been directed by written notice from the Controlling Priority Lien Representative and then only in accordance with the provisions of the Collateral Trust Agreement.

Section 9.8. Insurance. Vistra Operations and the Subsidiary Guarantors shall:

(a) at all times maintain insurance in full force and effect, pursuant to self-insurance arrangements or with insurance companies that Vistra Operations believes (in the good faith judgment of the management of Vistra Operations, as applicable) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which Vistra Operations believes (in the good faith judgment of management of Vistra Operations, as applicable) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as Vistra Operations believes (in the good faith judgment of management of Vistra Operations, as applicable) is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective basis; and

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(b) maintain such other insurance as may be required by law.

Section 9.9. Purchaser Protected. No purchaser or grantee of any property or rights purported to be released from the Liens in favor of the Collateral Trustee shall be bound to ascertain the authority of the Collateral Trustee, the Trust to execute the release or to inquire as to the existence of any conditions herein prescribed for the exercise of such authority so long as the conditions set forth in Section 9.6 have been satisfied.

Section 9.10. PowersExercisable by Receiver or Trustee. In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article IX upon Vistra Operations or Grantor, as applicable, with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of Vistra Operations or any Grantor, as applicable, or of any officer or officers thereof required by the provisions of this Article IX.

ARTICLE X

MISCELLANEOUS

Section 10.1. Inconsistency. If there is any inconsistency between any provision of this Agreement and any other Transaction Agreement, the provisions of this Agreement shall prevail to the extent of such inconsistency but not otherwise.

Section 10.2. Binding Effect. All agreements contained in this Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Trust, Vistra Operations, the Senior Secured Notes Trustee and the Holders of the Trust Securities.

Section 10.3. Amendments. This Agreement may be amended by Vistra Operations and the Trust with the consent of at least a Majority of Holders, except that the unanimous consent of the Holders of the Trust Securities is required for any change in the payment terms in the definition of “Special Facility Fee”, Section 2.2, Article III or Article V that would affect the timing or amount of any distribution by the Trust pursuant to the Trust Declaration. Notwithstanding the foregoing, no such consent of Holders shall be required for any amendment to this Agreement (a) to cure any ambiguity or correct any mistake or conform the terms of this Agreement to the description thereof in the Offering Memorandum, (b) to correct or supplement any provision of this Agreement that may be defective or inconsistent with any other provision of this Agreement or the Trust Declaration, (c) as determined in good faith by an Authorized Officer of Vistra Operations in an Officer’s Certificate delivered to the Senior Secured Notes Trustee, to make any change that does not adversely affect the rights of any Holder in any material respect or (d) to make any other change that may in the reasonable judgment of Vistra Operations be necessary or appropriate to prevent the occurrence of any Investment Company Act Event or P-Caps Tax Event, provided that Vistra Operations has determined (as evidenced by an Officer’s Certificate) that such

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change would not change the timing or amount of any distribution to the Holders of the P-Caps or the U.S. federal income tax treatment of the Holders as the owners of indebtedness of Vistra Intermediate Company LLC, a Delaware limited liability company, either held directly or held through the Trust, and would not otherwise reasonably be expected to have a material adverse effect on Holders. The consent of the Senior Secured Notes Trustee is required for any amendment that affects the rights, duties or immunities of the Senior Secured Notes Trustee under this Agreement or otherwise. In connection with executing any amendment hereto, the Senior Secured Notes Trustee shall receive the same legal opinion relating to an amendment hereto that it would receive if an amendment were being made to the Senior Secured Notes Indenture.

Section 10.4. Assignment. Neither the Trust nor Vistra Operations may assign its rights or obligations under this Agreement to any other Person, except that if Vistra Operations assigns or delegates its rights and obligations under the Senior Secured Notes Indenture to any Person, Vistra Operations hereby assigns or delegates its rights and obligations under this Agreement to such Person. Such Person hereby assumes all of such rights and obligations under this Agreement either by operation of law or by express agreement. Any purported assignment in violation of this Section 10.4 shall be void. For the avoidance of doubt, this Agreement does not prohibit Vistra Operations from entering into a merger, consolidation or sale of all or substantially all of its assets.

Section 10.5. Notices.

If to Vistra Operations at:

Vistra Operations Company LLC

6555 Sierra Drive

Irving, Texas 75039

Attention: William M. Quinn

E-mail:

With a copy to:

Vistra Operations Company LLC

6555 Sierra Drive

Irving, Texas 75039

Attention: Yuki Whitmire, Esq., Vice President, Associate General Counsel, and Corporate Secretary

E-mail:

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If to the Trust at:

Palomino Funding Trust I

c/o The Bank of New York Mellon Trust Company, N.A. – Global Corporate Trust

500 Ross Street, AIM 154-1275

Pittsburgh, PA 15262

Attention: Nickolas Scarano

Telephone: (412) 236-0740

Email: nickolas.scarano@bnymellon.com

If to the Senior Secured Notes Trustee at:

The Bank of New York Mellon Trust Company, N.A.

601 Travis Street, 16^th^ floor

Houston, TX 77002

Attention: Rafael Martinez

Telephone: (713) 483-6535

Email: rafael.martinez@bnymellon.com

(b) Any such notice shall be effective upon delivery, if delivered in person; upon acknowledgement of receipt (in writing or orally), if delivered by email; on the fifth day after deposited in the mail, postage prepaid, if delivered by registered or certified mail; and on the day after deposit with a nationally recognized overnight courier, if delivered by overnight courier.

(c) Any party hereto may change its address, facsimile number, email address or telephone number for notices and other communications hereunder by notice to the other parties hereto in accordance with this Section 10.5.

(d) The Senior Secured Notes Trustee agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured email or other similar unsecured electronic methods. The Senior Secured Notes Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Senior Secured Notes Trustee’s reliance upon and compliance with such instructions or directions notwithstanding such instructions or directions conflict or are inconsistent with a subsequent written instruction or direction or if the subsequent written instruction or direction is never received. Subject to the standard of care applicable to the Senior Secured Notes Trustee under the Senior Secured Notes Indenture, the party providing instructions or directions by unsecured email or other similar unsecured electronic methods, as aforesaid, agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Senior Secured Notes Trustee, including, without limitation, the risk of the Senior Secured Notes Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 10.6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

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Section 10.7. Jurisdiction. Each of the parties hereto agrees that any legal suit, action or proceeding arising out of or in connection with or based upon this Agreement (“Proceedings”) may be instituted in any state or Federal court in the Borough of Manhattan, The City of New York, New York, United States of America; waives, to the extent it may effectively do so, any objection that it may have now or hereafter to the laying of the venue of any such suit, action or proceeding; and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. The Trust has designated and appointed Capitol Services, Inc. (or any successor corporation) as its authorized agent to accept and acknowledge on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process upon said agent at its office at 1218 Central Avenue, Suite 100, Albany, New York 12205 (or at such other address in the State of New York, United States of America, as the Trust may designate by written notice to Vistra Operations and the Senior Secured Notes Trustee), shall be taken and held to be valid personal service upon the Trust, whether or not the Trust shall then be doing, or at any time shall have done, business within the State of New York, and any such service of process shall be of the same force and validity as if service were made upon it according to the laws governing the validity and requirements of such service in such State, and waives all claim of error by reason of any such service. The Trust agrees to take all action as may be necessary to continue the designation and appointment of Capitol Services, Inc. or any successor corporation in full force and effect so that the Trust shall at all times have an agent for service of process for the above purposes in the State of New York, United States of America; provided however, the Trust may remove Capitol Services, Inc. for any reason upon written notice to BNYMTC; provided further, if for any reason Capitol Services, Inc. shall cease to act as in such capacity, the Trust shall promptly appoint another such agent, and shall forthwith notify the Vistra Collateral Agent of such appointment. Each of the parties hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including immunity to pre-judgment attachment, post-judgment attachment and execution) in any Proceeding. The provisions of this Section 10.7 are intended to be effective upon the execution of this Agreement without any further action by any of the parties and the introduction of a true copy of this Agreement into evidence shall be conclusive and final evidence as to such matters.

Section 10.8. WAIVER OF TRIAL BY JURY. EACH OF VISTRA OPERATIONS, THE TRUST AND THE SENIOR SECURED NOTES TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SENIOR SECURED NOTES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 10.9. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. The words “execution”, “signed”, “signature”, and words of like import in this Agreement shall include electronic signatures (including without limitation, Diligent, DocuSign and AdobeSign or any other similar platform identified by Vistra Operations and reasonably available at no undue burden or expense to the Senior Secured Notes Trustee, with respect to the signatures of the Senior Secured Notes Trustee). The exchange of copies of this Agreement and of signature pages by facsimile or email transmission of PDF files shall constitute effective execution and delivery of this Agreement as to the parties hereto and may be used in lieu of the original Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or email transmission of PDF files shall be deemed to be their original signatures for all purposes.

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Section 10.10. Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstances, is invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected, it being intended that all of the Trust’s, Vistra Operations’ and the Senior Secured Notes Trustee’s rights, immunities and privileges shall be enforceable to the fullest extent permitted by law, provided that, if the omission of such provision would alter the fundamental expectations of the parties hereto (including, in particular, Vistra Operations’ expectation of its ability to rely on the obligations of the Trust under this Agreement as a source of liquid assets to Vistra Operations in any and all circumstances), such provision shall not be severable.

Section 10.11. Limitation of Liability. It is expressly understood that (i) this Agreement is executed and delivered by BNYMTC, as Trustee, not individually or personally but solely as Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Declaration, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as a personal representation, undertaking or agreement by BNYMTC, but is made and intended for the purpose for binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on BNYMTC, as Trustee, or BNY Mellon Trust of Delaware, as Delaware Trustee, of the Trust, individually or personally, to perform any covenant either expressed or implied contained herein of the Trust, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) BNYMTC has made no investigation as to the accuracy or completeness of any representations and warranties made by the Trust in this Agreement and (v) under no circumstances shall BNYMTC be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents.

Section 10.12. The SeniorSecured Notes Trustee.

(a) In entering into and performing its duties under this Agreement as Senior Secured Notes Trustee, BNYMTC is acting in its capacity as Senior Secured Notes Trustee under the Senior Secured Notes Indenture and shall be entitled to all of the exculpations, protections, immunities and standard of care available to it thereunder. For the avoidance of doubt, each of the rights, protections and immunities granted to the Senior Secured Notes Trustee under the Senior Secured Notes Indenture is incorporated herein by reference, mutatis mutandis, for the benefit of the Senior Secured Notes Trustee with respect to this Agreement, including but not limited to the rights, protections and immunities in Article 7 of the Senior Secured Notes Indenture. In addition, and without limiting the foregoing, the Senior Secured Notes Trustee (i) may conclusively rely and shall be protected in acting upon any Issuance Notice or Automatic Exercise Notice believed by it to be genuine and to have been signed or presented by the proper party or parties and may conclusively rely on the truth and correctness of any statement contained therein, including, without limitation, as to the proper principal amount of Senior Secured Notes to be authenticated and delivered, (ii) in authenticating and delivering any Senior Secured Notes hereunder, shall not be responsible for determining whether the related Notes Purchase Price has been delivered by the Trust to Vistra Operations or whether the Notes Purchase Price, when so delivered, is in the proper amount, (iii) undertakes to perform such duties and only such duties as are specifically set forth in

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this Agreement, and no implied covenants, duties or obligations shall be read into this Agreement against the Senior Secured Notes Trustee, (iv) shall not be charged with notice or knowledge of an Automatic Exercise Event unless notified of such event under Section 3.2(a), and (v) shall not be deemed to owe any fiduciary duty to the holders of the Trust Securities.

(b) The Senior Secured Notes Trustee shall not be responsible for making any calculation with respect to any matter under this Agreement and shall have no duty to monitor or investigate Vistra Operations’ or the Trust’s compliance with any representation, warranty, covenant, or agreement made by either of them under this Agreement or any other agreement relating hereto.

(c) The parties expressly acknowledge and consent to BNYMTC, acting in the capacity of Trustee, of Securities Intermediary and of Senior Secured Notes Trustee. Each of the Trustee, the Securities Intermediary and the Senior Secured Notes Trustee may, in such capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent any such conflict or breach arises from the performance by the Trustee of express duties set forth in the Trust Declaration and Securities Intermediary of express duties set forth in the Vistra Pledge Agreement or the Senior Secured Notes Trustee of express duties set forth in this Agreement and in the Senior Secured Notes Indenture, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto. Vistra Operations agrees and acknowledges that BNYMTC will act as Vistra Collateral Agent pursuant to the Vistra Pledge Agreement for the benefit of Vistra Operations and each of the other Vistra Secured Parties.

Section 10.13. Sanctions.

(a) Vistra Operations covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the U.S. Government, (including the Office of Foreign Assets Control of the U.S. Department of the Treasury), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively “Sanctions”).

(b) Vistra Operations covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will knowingly use any part of the proceeds received in connection with this Agreement or any other of the transaction documents (i) to fund or facilitate any activities of or business with any person which, at the time of such funding or facilitation, is prohibited by Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is prohibited by Sanctions, except to the extent permissible for an individual or entity required to comply with Sanctions, **** or (iii) in any other manner that will result in a violation of Sanctions by any person.

Section 10.14. Electronic Communications.

(a) The Senior Secured Notes Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using Electronic Means; provided, however, that Vistra Operations shall provide to the Senior Secured Notes Trustee an incumbency certificate listing officers with the

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authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by Vistra Operations whenever a person is to be added or deleted from the listing. If Vistra Operations elects to give the Senior Secured Notes Trustee Instructions using Electronic Means and the Senior Secured Notes Trustee in its discretion elects to act upon such Instructions, the Senior Secured Notes Trustee’s understanding of such Instructions shall be deemed controlling. Vistra Operations understands and agrees that the Senior Secured Notes Trustee cannot determine the identity of the actual sender of such Instructions and that the Senior Secured Notes Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Senior Secured Notes Trustee have been sent by such Authorized Officer. Vistra Operations shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Senior Secured Notes Trustee and that Vistra Operations and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by Vistra Operations. The Senior Secured Notes Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Senior Secured Notes Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. Vistra Operations agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Senior Secured Notes Trustee, including without limitation the risk of the Senior Secured Notes Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Senior Secured Notes Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by Vistra Operations; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Senior Secured Notes Trustee promptly upon learning of any compromise or unauthorized use of the security procedures.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Facility Agreement to be duly executed as of the day and year first above written.

PALOMINO FUNDING TRUST I
By: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity but solely as Trustee
By	/s/ Shondra N. Williams
	Name: Shondra N. Williams
	Title: Vice President

[Signature Pages to **** Facility Agreement]

VISTRA OPERATIONS COMPANY LLC
By	/s/ William M. Quinn
	Name: William M. Quinn
	Title: Senior Vice President and Treasurer
SUBSIDIARY GUARANTORS:
---	---
	Ambit California, LLC
	Ambit Energy Holdings, LLC
	Ambit Holdings, LLC
	Ambit Illinois, LLC<br> <br><br><br><br>Ambit Marketing, LLC<br> <br><br><br><br>Ambit Midwest, LLC<br> <br><br><br><br>Ambit New York, LLC<br> <br><br><br><br>Ambit Northeast, LLC<br> <br><br><br><br>Ambit Texas, LLC<br> <br><br><br><br>Angus Solar, LLC<br> <br><br><br><br>Bellingham Power Generation LLC<br> <br><br><br><br>Big Brown Power Company LLC<br> <br><br><br><br>Big Sky Gas, LLC<br> <br><br><br><br>Big Sky Gas Holdings, LLC<br> <br><br><br><br>Blackstone Power Generation LLC<br> <br><br><br><br>Bluenet Holdings, LLC<br> <br><br><br><br>Brightside Solar, LLC<br> <br><br><br><br>Calumet Energy Team, LLC<br> <br><br><br><br>Casco Bay Energy Company, LLC<br> <br><br><br><br>Coffeen and Western Railroad Company<br> <br><br><br><br>Coleto Creek Power, LLC<br> <br><br><br><br>Coleto Creek Energy Storage LLC<br> <br><br><br><br>Comanche Peak Power Company LLC<br> <br><br><br><br>Connecticut Gas & Electric, LLC<br> <br><br><br><br>Core Solar SPV I, LLC<br> <br><br><br><br>Crius Energy, LLC<br> <br><br><br><br>Crius Energy Holdings, LLC<br> <br><br><br><br>Crius Solar Fulfillment, LLC<br> <br><br><br><br>Dallas Power & Light Company, Inc.<br> <br><br><br><br>Dicks Creek Power Company LLC<br> <br><br><br><br>Dynegy Coal Holdco, LLC<br> <br><br><br><br>Dynegy Coal Trading & Transportation, L.L.C.<br> <br><br><br><br>Dynegy Conesville, LLC<br> <br><br><br><br>Dynegy Energy Services (East), LLC<br> <br><br><br><br>Dynegy Energy Services, LLC<br> <br><br><br><br>Dynegy Killen, LLC

[Signature Pages to*****Facility Agreement*]

Dynegy Marketing and Trade, LLC Dynegy Midwest Generation, LLC Dynegy Operating Company Dynegy Power Marketing, LLC Dynegy Resources Generating Holdco, LLC Dynegy South Bay, LLC Dynegy Stuart, LLC Emerald Grove Solar, LLC Energy Rewards, LLC Energy Services Providers, LLC Ennis Power Company, LLC EquiPower Resources Corp. Everyday Energy NJ, LLC Everyday Energy, LLC Fayette Power Company LLC Forest Grove Solar LLC Generation SVC Company Hanging Rock Power Company LLC Hays Energy, LLC Hopewell Power Generation, LLC Illinois Power Generating Company Illinois Power Marketing Company, LLC Illinois Power Resources Generating, LLC Illinois Power Resources, LLC Illinova Corporation IPH, LLC Kendall Power Company LLC Kincaid Generation, L.L.C. La Frontera Holdings, LLC Lake Road Generating Company, LLC Liberty Electric Power, LLC Lone Star Energy Company, Inc. Lone Star Pipeline Company, Inc. Luminant Administrative Services Company Luminant Coal Generation LLC Luminant Commercial Asset Management LLC Luminant Energy Company LLC Luminant Energy Trading California Company Luminant ET Services Company LLC Luminant Gas Imports LLC Luminant Generation Company LLC Luminant Mining Company LLC Luminant Power Generation, LLC Luminant Power LLC Massachusetts Gas & Electric, LLC Masspower, LLC

[Signature Pages to **** Facility Agreement]

Miami Fort Power Company LLC Midlothian Energy, LLC Milford Power Company, LLC Morro Bay Energy Storage 1, LLC Morro Bay Energy Storage 2, LLC Morro Bay Power Company LLC Moss Landing Energy Storage 1, LLC Moss Landing Energy Storage 2, LLC Moss Landing Energy Storage 3, LLC Moss Landing Energy Storage 4, LLC Moss Landing Power Company LLC NCA Resources Development Company LLC NEPCO Services Company Northeastern Power Company Oak Grove Management Company LLC Oak Hill Solar LLC Oakland Energy Storage 1, LLC Oakland Energy Storage 2, LLC Oakland Energy Storage 3, LLC Oakland Power Company LLC Ontelaunee Power Operating Company, LLC Pleasants Energy, LLC Public Power & Utility of Maryland, LLC Public Power & Utility of NY, LLC Public Power, LLC (a Connecticut limited liability company) Public Power, LLC (a Pennsylvania limited liabilitycompany) Regional Energy Holdings, LLC Richland-Stryker Generation LLC Sandow Power Company LLC Sayreville Power Generation LP Sayreville Power GP Inc. Sayreville Power Holdings LLC Sithe Energies, Inc. Sithe/Independence LLC Southwestern Electric Service Company, Inc. Texas Electric Service Company, Inc. Texas Energy Industries Company, Inc. Texas Power & Light Company, Inc. Texas Utilities Company, Inc. Texas Utilities Electric Company, Inc. Trieagle 1, LLC Trieagle 2, LLC Trieagle Energy LP Trinidad Power Storage LLC

[Signature Pages to **** Facility Agreement]

TXU Electric Company, Inc.<br> <br><br><br><br>TXU Energy Retail Company LLC<br> <br><br><br><br>TXU Retail Services Company<br> <br><br><br><br>U.S. Gas & Electric, LLC<br> <br><br><br><br>Upton County Solar 2, LLC<br> <br><br><br><br>USG&E Solar, LLC<br> <br><br><br><br>Value Based Brands LLC<br> <br><br><br><br>Verengo, LLC<br> <br><br><br><br>Viridian Energy, LLC<br> <br><br><br><br>Viridian Energy Ohio LLC<br> <br><br><br><br>Viridian Energy PA LLC<br> <br><br><br><br>Viridian Energy NY, LLC<br> <br><br><br><br>Viridian International Management LLC<br> <br><br><br><br>Viridian Network, LLC<br> <br><br><br><br>Vistra Asset Company LLC<br> <br><br><br><br>Vistra Corporate Services Company<br> <br><br><br><br>Vistra EP Properties Company<br> <br><br><br><br>Vistra Finance Corp.<br> <br><br><br><br>Vistra Insurance Solutions LLC<br> <br><br><br><br>Vistra Preferred, LLC<br> <br><br><br><br>Vistra Zero LLC<br> <br><br><br><br>Volt Asset Company, LLC<br> <br><br><br><br>Washington Power Generation LLC<br> <br><br><br><br>Wise County Power Company, LLC<br> <br><br><br><br>Wise-Fuels Pipeline, Inc.<br> <br><br><br><br>Zimmer Power Company LLC
By:	/s/ William M. Quinn
---	---
Name:	William M. Quinn
Title:	Senior Vice President and Treasurer

[Signature Pages to **** Facility Agreement]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual capacity but solely as Senior Secured Notes Trustee
By	/s/ Shondra N. Williams
	Name: Shondra N. Williams
	Title: Vice President

[Signature Pages to **** Facility Agreement]

EX-4.2

Exhibit 4.2

AMENDED AND RESTATED

DECLARATION OF TRUST

PALOMINO FUNDINGTRUST I

Dated as of June 15, 2023

TABLE OF CONTENTS


ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1.	Definitions	2
Section 1.2.	Interpretation	12
ARTICLE II
ORGANIZATION
Section 2.1.	Name	12
Section 2.2.	Office	13
Section 2.3.	Nature and Purpose of the Trust	13
Section 2.4.	Authority	15
Section 2.5.	Title to Property	15
Section 2.6.	Powers and Duties of the Trustee	16
Section 2.7.	Prohibition of Actions by the Trust and the Trustee	21
Section 2.8.	Execution of Documents	22
Section 2.9.	Investment in Eligible Assets	22
Section 2.10.	Exercise of the Issuance Right; Facility Agreement	23
Section 2.11.	Mergers	23
Section 2.12.	Limitation on Directions to the Trustee	23
Section 2.13.	Duration of the Trust	23
Section 2.14.	Notices to the Trust and Trustee under the Facility Agreement	23
ARTICLE III
RESPONSIBILITIES OF THE DEPOSITOR
Section 3.1.	Responsibilities of the Depositor	24
Section 3.2.	Financing Statements	25
ARTICLE IV
THE TRUSTEES
Section 4.1.	Trustees; Eligibility	25
Section 4.2.	Delaware Trustee	26

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TABLE OF CONTENTS

(continued)


Section 4.3.	Appointment, Removal and Resignation of Trustees	27
Section 4.4.	Delegation of Power	28
Section 4.5.	Merger, Conversion, Consolidation or Succession to Business	28
Section 4.6.	Regarding the Trustee	29
Section 4.7.	Certain Rights of the Trustee	30
Section 4.8.	Multiple Roles	34
Section 4.9.	USA PATRIOT Act	34
Section 4.10.	OFAC	34
Section 4.11.	Instruction by Electronic Means	35
Section 4.12.	Corporate Actions	36
ARTICLE V
THE TRUST SECURITIES
Section 5.1.	Description of the Trust Securities	37
Section 5.2.	Execution of Certificates	37
Section 5.3.	Registration of Certificates	38
Section 5.4.	Transfer and Exchange of Trust Securities	38
Section 5.5.	Restrictions on Transfer of the Trust Securities	39
Section 5.6.	Mutilated, Destroyed, Lost or Stolen Certificates	46
Section 5.7.	Deemed Holders	47
Section 5.8.	Distributions	47
Section 5.9.	Liquidation of Eligible Assets and Senior Secured Notes	50
Section 5.10.	Redemption	51
Section 5.11.	No Preemptive Rights	52
Section 5.12.	Status of the Trust Securities	52
Section 5.13.	CUSIP Numbers	53
Section 5.14.	Lists of Holders	53
Section 5.15.	No Other Rights	53
Section 5.16.	Global Certificates	53

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TABLE OF CONTENTS

(continued)


ARTICLE VI
GRANTOR TRUST
Section 6.1.	Treatment as “Grantor” Trust	58
ARTICLE VII
ACCOUNTING AND RECORDS
Section 7.1.	Annual Tax Information	59
Section 7.2.	Certain Accounting Matters	60
ARTICLE VIII
DISSOLUTION AND TERMINATION OF THE TRUST
Section 8.1.	Dissolution and Termination of the Trust	61
Section 8.2.	Liquidation and Dissolution	61
ARTICLE IX
LIMITATION OF LIABILITY OF HOLDERS, THE TRUSTEE,<br><br><br>THE DELAWARE TRUSTEE OR OTHERS
Section 9.1.	Liability; Indemnity	65
Section 9.2.	Outside Businesses	66
ARTICLE X
VOTING; AMENDMENTS AND MEETINGS
Section 10.1.	General	66
Section 10.2.	Voting	66
Section 10.3.	Amendments	66
Section 10.4.	Certain Other Matters	68
Section 10.5.	Meetings of the Holders	69

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TABLE OF CONTENTS

(continued)


ARTICLE XI
REPRESENTATIONS OF THE TRUSTEE AND THE DELAWARE TRUSTEE
Section 11.1.	Representations and Warranties of the Trustee	70
Section 11.2.	Representations and Warranties of the Delaware Trustee	70
ARTICLE XII
MISCELLANEOUS
Section 12.1.	Notices	71
Section 12.2.	Governing Law	73
Section 12.3.	Jurisdiction	74
Section 12.4.	Waiver of Trial By Jury	74
Section 12.5.	Third Party Beneficiaries	74
Section 12.6.	Enforceability	74
Section 12.7.	Counterparts	75
Exhibit A	Certificate of Trust
---	---
Exhibit B	Form of Certificate
Exhibit C-1	Form of Vistra Pledge Agreement
Exhibit C-2	Form of LC Pledge Agreement
Exhibit D	Form of Facility Agreement
Exhibit E	Form of Trust Expense Reimbursement Agreement
Exhibit F	Form of Engagement Letter of Cover & Rossiter
Exhibit G	Form of Cross Receipt
Exhibit H	CUSIPs, Principal/Face Amount and Purchase Price of the Eligible Assets on the Date Hereof
Exhibit I	Form of Collateral Trust Joinder
Exhibit J	Form of Important Notice to DTC
Exhibit K	Form of Trust Securities Purchase Agreement

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AMENDED AND RESTATED

DECLARATION OF TRUST

PALOMINO FUNDING TRUST I

This AMENDED AND RESTATED DECLARATION OF TRUST is made as of June 15, 2023 (this “Declaration”), among VISTRA OPERATIONS COMPANY LLC, a Delaware limited liability company (“Vistra Operations”), as depositor (the “Depositor”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association formed under the laws of the United States (“BNYM”), as trustee (the “Trustee”), BNY MELLON TRUST OF DELAWARE, a Delaware banking corporation with its principal place of business in the State of Delaware, as Delaware trustee (the “Delaware Trustee” and, together with the Trustee, the “Trustees”), and Vistra Operations, solely for the purposes of Sections 5.10(b) and (f), Sections 5.17(b), (d), (e) and (f) and Section 10.4(c).

WHEREAS, the Depositor and the Trustees have heretofore duly declared and established Palomino Funding Trust I, a statutory trust established pursuant to the Statutory Trust Act (as defined herein) (the “Trust”), by entering into a Declaration of Trust dated as of June 3, 2022, as amended by Amendment No. 1 to Trust Agreement (“Amendment No.1”), dated as of June 8, 2022 (as so amended, the “Original Declaration”), and by the execution by the Trustees and the filing by the Trustees with the Secretary of State of the State of Delaware (the “Secretary of State”) of the Amended and Restated Certificate of Trust, filed on June 8, 2022 (the “Certificate of Trust”);

WHEREAS, Amendment No.1 is hereby ratified and any references therein to “Trust Agreement” shall be replaced in their entirety with “Declaration of Trust”; and

WHEREAS, the parties hereto desire to amend and restate the Original Declaration in its entirety as set forth herein to provide for, among other things, (i) the issuance and sale of the Trust Securities to the Initial Purchasers pursuant to the Trust Securities Purchase Agreement; (ii) the investment of the proceeds of such issuance and sale in Eligible Assets; (iii) the execution and performance by the Trust of the Facility Agreement with Vistra Operations; and (iv) all other actions deemed necessary or desirable in connection with the transactions contemplated by this Declaration, including entering into and performing the other Transaction Agreements to which it is a party.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Original Declaration is hereby amended and restated in its entirety and it is agreed as follows:

Article I

DEFINITIONS AND INTERPRETATION

Section 1.1. Definitions

(a) Unless the context otherwise require, in this Declaration (including in the Recitals):

“30/360 Basis” means a calculation for the relevant Distribution Period or other period on the basis of a year of 360 days consisting of twelve 30-day months.

“Affiliate” means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that Beneficial Ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which (i) banking institutions in The City of New York or the State of Delaware are authorized or obligated by law or executive order to close or (ii) the Federal Reserve Bank of New York is closed.

“Certificate” means a trust certificate in the form attached as Exhibit B, which shall evidence the Trust Securities identified thereon.

“Change in Law” means any adoption (including any announced prospective adoption) of, change (including any announced prospective change) in or amendment to the laws of the United States or any regulations or rulings promulgated by any regulatory authority or agency thereof (including without limitation any authority or agency thereunder or therein affecting taxation), or any adoption of or change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which adoption, change or amendment is announced or becomes effective on or after the date the Trust Securities are issued.

“Code” means the United States Internal Revenue Code of 1986.

“Collateral Agent” means either the Vistra Collateral Agent or the LC Collateral Agent, as applicable.

“Collateral Trust Joinder” means the Collateral Trust Joinder – Additional Debt, dated as of June 15, 2023, to the Collateral Trust Agreement, in substantially the form attached as Exhibit I, as the same may be amended, restated or supplemented from time to time.

“Commission” means the United States Securities and Exchange Commission.

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“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of the execution of this instrument is located at 240 Greenwich Street, 7E, New York, NY 10286, Attention: Palomino Funding Trust I, or such other address as the Trustee may designate from time to time by notice to the Depositor, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Depositor).

“Defaulted Payments” means, with respect to any Treasury Payment Date, any due and unpaid principal or interest payment on such Treasury Payment Date on any Defaulted Treasuries.

“Defaulted Securities” means, with respect to any Treasury Payment Date, Defaulted Treasuries and Defaulted STRIPS.

“Defaulted STRIPS” means, with respect to any Treasury Payment Date, any Eligible Assets that are STRIPS then held by the Trust that are due and not paid on such Treasury Payment Date.

“Defaulted Treasuries” means, with respect to any Treasury Payment Date, any Eligible Assets that are Treasuries then held by the Trust for which a principal or interest payment is due and not paid on such Treasury Payment Date.

“DelawareTrustee” has the meaning specified in the Preamble and in Section 4.2, initially BNY Mellon Trust of Delaware, a Delaware banking corporation having its principal place of business in the State of Delaware, not in its individual capacity but solely as Delaware Trustee under this Declaration until a successor or assignee shall have become Delaware Trustee pursuant to Section 4.3(e), and thereafter “Delaware Trustee” shall mean or include each Person who is then a Successor Delaware Trustee hereunder.

“Depositary” means DTC or any successor clearing agency registered under the Exchange Act that is designated to act as Depositary for the Trust Securities as contemplated by Section 5.16.

“Designated Secured Parties” means the LC Facility Secured Parties and Vistra Operations.

“Distribution” means a distribution made by the Trust, of and from its assets, to a Holder on account of the Holder’s ownership of a Trust Security.

“Distribution Date” means each May 17 and November 17, commencing on November 17, 2023, and ending on May 17, 2028 (or as postponed pursuant to Section 5.8(e)).

“DistributionPeriod” means each period from and including 5:00 p.m. on a Distribution Date (or from and including the date the Trust Securities are issued, as applicable) to, but excluding, 5:00 p.m. on the following Distribution Date.

“DTC” means The Depository Trust Company, a New York corporation.

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“Eligible Assets” means a portfolio of (i) Treasuries that are U.S. Obligations, and principal and/or interest STRIPS of U.S. Government Obligations that are selected in accordance with Section 2.9(a) or delivered by Vistra Operations to the Trust as part of the Repurchase Price upon a Repurchase of Senior Secured Notes pursuant to Section 2.2(c) of the Facility Agreement and (ii) cash denominated in U.S. dollars.

“EligibleBank” means a commercial bank organized under the laws of the United States or a state thereof, the deposits of which are insured by the Federal Deposit Insurance Corporation, which commercial bank has total assets of at least $10 billion and which has a long-term debt rating of not less than “A2” as assigned by Moody’s and “A” as assigned by S&P.

“ERISA” means the United States Employee Retirement Income Security Act of 1974.

“Exchange Act” means the United States Securities Exchange Act of 1934.

“Facility Agreement” means the Facility Agreement, dated as of June 15, 2023, among the Trust, Vistra Operations, the Subsidiaries of Vistra Operations from time to time party thereto and the Senior Secured Notes Trustee, in substantially the form attached as Exhibit D, as the same may be amended, restated or supplemented from time to time*.*

“Global Certificate” means a Certificate registered in the name of a Depositary (or a nominee of a Depositary) and that is held through such Depositary as part of its system for the holding, clearance and settlement of book-entry interests in such Certificate.

“Holder” means, with respect to any Trust Security, the Person in whose name such Trust Security is registered on the Register maintained for that purpose by the Trustee.

“Important Notice to DTC” means the notice to be delivered by the Trust to the Depositary, in substantially the form attached as Exhibit J.

“Investment Company Act” means the United States Investment Company Act of 1940.

“Investment Company Act Event” means the receipt by Vistra Operations of an opinion of nationally recognized counsel to the effect that, as a result of a Change in Law, the Trust will be required to, or there is a reasonable likelihood that the Trust will be required to, register under the Investment Company Act.

“IRS” means the United States Internal Revenue Service.

“LC Collateral Agent” means (a) any person initially appointed by Vistra Operations to act as the collateral agent for the benefit of the LC Facility Secured Parties and (b) any successor, assign and/or replacement of such entity from time to time as determined by Vistra Operations in accordance with the terms of the LC Pledge Agreement.

“LC Pledge Agreement” means the Pledge and Control Agreement, to be entered into, among the Trust, Vistra Operations, the LC Collateral Agent, and the Securities Intermediary, in substantially the form attached as Exhibit C-2, together with such changes and modifications or additions thereto from time to time as the parties thereto may deem necessary and appropriate.

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“LC Securities Intermediary” means (i) initially, BNYM and (ii) any successor, assign and/or replacement of such entity from time to time as determined by Vistra Operations in accordance with the terms of any related letter of credit facility to which it is a party.

“Like Amount” means (i) with respect to a redemption of any Trust Securities, Trust Securities having an initial purchase price equal to the principal amount of Senior Secured Notes to be contemporaneously redeemed in accordance with the Senior Secured Notes Indenture or as to which a Cash Settlement Election has been made in accordance with the Facility Agreement, the proceeds of which will be used to pay the Redemption Price of such Trust Securities and (ii) with respect to any exchange of Trust Securities for Senior Secured Notes pursuant to Section 5.4(e) of this Declaration, Senior Secured Notes having a principal amount equal to the aggregate initial purchase price of the Trust Securities to be exchanged.

“Majority of Holders” means Holders of Outstanding Trust Securities constituting more than 50% of the Outstanding Trust Securities.

“Offering Memorandum” means the Offering Memorandum, dated June 8, 2023, of the Trust relating to the Trust Securities.

“Officer’s Certificate” means, with respect to any Person that is not an individual, a certificate signed by the chairman of the board, the president, the chief executive officer, the chief financial officer, a vice president, the treasurer, an assistant treasurer, the secretary, an assistant secretary or the comptroller of such Person or, if such Person is a trust, any trustee of the trust. Any Officer’s Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration shall include:

(i) a statement that each officer signing the Officer’s Certificate has read the covenant or condition and the definitions relating thereto;

(ii) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officer’s Certificate;

(iii) a statement that each such officer has made such examination or investigation as, in such officer’s opinion, is reasonably necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether, to the best knowledge of each such officer, such condition or covenant has been complied with.

“Opinion of Tax Counsel” means an opinion of independent nationally recognized tax counsel experienced in the matter that is the subject of the opinion.

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“Outstanding” means, when used with respect to any Trust Securities as of any date, Trust Securities theretofore issued by the Trust except, without duplication, (i) any Trust Securities theretofore cancelled or delivered to the Trustee for cancellation, (ii) any Trust Securities as to which the Trust, Vistra Operations or any Affiliate thereof shall be the beneficial owner, or (iii) any Trust Securities represented by any Certificate in lieu of which a new Certificate has been executed and delivered by the Trust.

“Paying Agent” has the meaning set forth in Section 2.6(g), and shall initially be the Trustee.

“Person” means any individual, corporation, partnership, joint venture, association, limited liability or joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“P-Caps Tax Event” means the receipt by Vistra Operations of an Opinion of Tax Counsel to the effect that, as a result of a Change in Law (other than any amendment or change to section 163(j) of the Code (“section 163(j)”), including any issuance of, or change to, regulations or another official administrative pronouncement under section 163(j) unless, in the opinion of such independent nationally recognized tax counsel, the change of tax law under section 163(j) limits, defers or prohibits the deduction of interest in respect of the Trust Securities in a manner or to an extent different from interest on Vistra Operations’ senior debt obligations), Vistra Corp., a Delaware corporation (“Vistra”), or its Affiliates will be prevented from, or there is reasonable likelihood that Vistra or its Affiliates will be prevented from, deducting as interest expense for United States federal income tax purposes an amount equal to the payments in respect of the Trust Securities.

“Record Date” means with respect to each Distribution Date, the close of business on the May 1 and November 1 preceding such Distribution Date.

“RedemptionDate” means, with respect to any Trust Security to be redeemed, the date fixed for such redemption by or pursuant to this Declaration.

“Redemption Price” means, with respect to the redemption of the Trust Securities, the Optional Redemption Price of a Like Amount of Senior Secured Notes, plus accrued and unpaid interest on such Senior Secured Notes, to the Redemption Date.

“Register” means the list of Persons in whose name the Trust Securities are registered, which list is maintained by or on behalf of the Trust pursuant to Section 5.3.

“Reminder Notice” means a notice from the Trust to Holders, which states that (i) each Holder of Trust Securities that is a U.S. Person must be able to make the applicable representations set forth below under the section of the Offering Memorandum titled “Description of the P-Caps — Transfer Restrictions” (“3(c)(7) Representations”); (ii) the Trust Securities are transferable only to purchasers deemed to have made the 3(c)(7) Representations and satisfy the other transfer restrictions applicable to the Trust Securities; and (iii) if any Holder of Trust Securities that is a U.S. Person is determined not to have been a qualified institutional buyer and also a qualified purchaser at the time of acquisition thereof, then any purported purchase or transfer of the Trust Securities in violation of such measures will be null and void; and that the Trust may withhold all payments in respect of the Trust Securities from Holders who fail to satisfy the foregoing.

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“Responsible Officer” means any officer within the corporate trust department of the Trustee or Delaware Trustee, respectively, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee or Delaware Trustee, respectively, who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and, in each case, having direct responsibility for the administration of duties under this Declaration.

“Securities Act” means the United States Securities Act of 1933.

“Securities Intermediary” means The Bank of New York Mellon, in its capacity as such under the Vistra Pledge Agreement and under this Declaration, and any successor to The Bank of New York Mellon in such capacity.

“Senior Secured Notes” means up to the Maximum P-Caps Outstanding Amount of 7.233% Senior Secured Notes due 2028, to be issued by Vistra Operations from time to time under the Senior Secured Notes Indenture, that Vistra Operations may require the Trust to purchase from time to time pursuant to the Facility Agreement.

“Senior Secured Notes Indenture” means the Indenture, dated as of June 15, 2023, between Vistra Operations and BNYM, as trustee, as supplemented by the First Supplemental Indenture thereto.

“Senior Secured Notes Trustee” means BNYM, in its capacity as trustee under the Senior Secured Notes Indenture, and any successor to BNYM, in such capacity.

“Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq.

“STRIPS” means principal and interest strips of U.S. Treasury securities created under the U.S. Treasury’s program for Separate Trading of Registered Interest and Principal of Securities (STRIPS) under 31 C.F.R. Section 356.31.

“Transaction Agreements” means, collectively, this Declaration, the Trust Securities Purchase Agreement, the Facility Agreement, the Collateral Trust Joinder, the Vistra Pledge Agreement, the LC Pledge Agreement, the Trust Expense Reimbursement Agreement, the Senior Secured Notes Indenture and the Senior Secured Notes.

“Treasuries” means U.S. Treasury securities.

“Treasury Payment Date” means May 15 or November 15.

“Treasury Payment Period” means each period from and including a Treasury Payment Date to, but excluding, the next Treasury Payment Date.

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“Trust Expense Reimbursement Agreement” means the Trust Expense Reimbursement Agreement, dated as of June 15, 2023, between Vistra Operations and the Trust, substantially in the form attached as Exhibit E*.*

“Trust Expenses” means (i) all of the reasonable and documented expenses of the Trust, including the Trustee, Securities Intermediary, LC Securities Intermediary, Vistra Collateral Agent, the LC Collateral Agent and Delaware Trustee fees, accountants’ or auditors’ fees, ongoing rating agency fees, legal fees and expenses of counsel consulted in the ordinary course by any of the foregoing in their respective capacities as such, tax preparation fees, banking fees, expenses relating to communications, and any other fees or expenses inherent in the operation or liquidation and termination of the Trust and incurred without negligence, willful misconduct or bad faith on any of their part and (ii) indemnification payments made by the Trust to the Trustee, Securities Intermediary, the Delaware Trustee, the Vistra Collateral Agent or the LC Collateral Agent.

“Trust Income” for any Distribution Period means (i) any Facility Fee paid by Vistra Operations under the Facility Agreement, with respect to the unexercised portion of the Issuance Right, if any; (ii) any amounts paid by Vistra Operations under the Trust Expense Reimbursement Agreement; (iii) any Special Facility Fee paid by Vistra Operations under the Facility Agreement; (iv) any cash payments received by the Trust on the Eligible Assets held by the Trust on the Treasury Payment Date immediately preceding the Distribution Date succeeding such Distribution Period and Substitute Deposits held by the Trust; (v) any purchase price paid by Vistra Operations for any Defaulted STRIPS for an amount equal to their Face Amount or any payments received by the Trust with respect to any Defaulted Payments on any Defaulted Treasuries; and (vi) any interest paid by Vistra Operations on any Senior Secured Notes held by the Trust.

“Trust Indenture Act” means the United States Trust Indenture Act of 1939.

“Trust Property” means, as of any particular time, any and all property that shall have been transferred, conveyed or paid to the Trust or to the Trustee (in its capacity as such) on behalf thereof, and all interest, dividends, income, earnings, profits and gains therefrom, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation thereof, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, and which at such time is owned or held by, or for the account of, the Trust or the Trustee on behalf of the Trust; provided that in respect of any Designated Securities or Counterparty Securities, “Trust Property” shall include the Return Obligation of such Designated Securities or Counterparty Securities.

“Trust Securities” means the Pre-Capitalized Trust Securities to be issued by the Trust in the form of the Certificates evidencing undivided beneficial interests in the assets of the Trust in accordance with the terms of this Declaration and designated as the “Pre-Capitalized Trust Securities Redeemable May 17, 2028”.

“Trust Securities Purchase Agreement” means the Purchase Agreement, dated June 8, 2023, among the Trust, Vistra Operations, the Subsidiary Guarantors, and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers named therein, in substantially the form attached as Exhibit K.

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“Trustee” has the meaning specified in the Preamble and in Section 4.1(a), and shall initially be BNYM not in its individual capacity but solely as trustee under this Declaration, and any Successor Trustee to BNYM in such capacity.

“U.S. Government Obligations” means U.S. Treasury securities that are direct obligations of the United States for the payment of which its full faith and credit is pledged.

“U.S. Person” has the meaning set forth in Rule 902(k) under the Securities Act.

“UST Portfolio Rate” means 3.8722% per annum.

“Vistra Collateral Agent” means (i) initially, BNYM and (ii) any successor, assign and/or replacement of such entity from time to time as determined by Vistra Operations in accordance with the terms of the Vistra Pledge Agreement.

“VistraIntermediate” means Vistra Intermediate Company LLC, a Delaware limited liability company.

“Vistra OperationsPayment” means (i) with respect to an Optional Redemption of Senior Secured Notes, the Optional Redemption Price payable, together with accrued interest payments, to the holders thereof upon such redemption pursuant to the Senior Secured Notes and (ii) with respect to any Senior Secured Notes as to which Vistra Operations has made a Cash Settlement Election, the Cash Settlement Amount.

“Vistra Operations Payment Date” means (i) with respect to an Optional Redemption of Senior Secured Notes, the Optional Redemption Date and (ii) with respect to any Senior Secured Notes as to which Vistra Operations has made a Cash Settlement Election, the Settlement Date as determined in accordance with Section 3.1 of the Facility Agreement.

“Vistra Pledge Agreement” means the Pledge and Control Agreement, dated as of June 15, 2023, among the Trust, the Vistra Collateral Agent, and the Securities Intermediary, in substantially the form attached as Exhibit C-1, as the same may be amended, restated or supplemented from time to time.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

(b) As used herein, each of the following terms shall have the meaning set forth in the Section of this Declaration or in the other document set forth opposite such term in the table below, unless otherwise required:

Authorized Officer	Vistra Pledge Agreement
Automatic Exercise	Facility Agreement
Automatic Exercise Event	Facility Agreement
Automatic Exercise Notice	Facility Agreement

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Available Amount	Facility Agreement
Bankruptcy Event	Facility Agreement
Beneficial Owner	Section 5.17
BNYM	Preamble
Capital Stock	Section 5.17
Cash Settlement Amount	Facility Agreement
Cash Settlement Election	Facility Agreement
Certificate of Trust	Recitals
Change of Control	Section 5.17
Change of Control Offer	Section 5.17
Change of Control Offer Expiration Date	Section 5.17
Change of Control Payment	Section 5.17
Change of Control Payment Date	Section 5.17
Change of Control Trigger Event	Section 5.17
Collateral Trust Agreement	Senior Secured Notes Indenture
Corporate Action Instructions	Section 4.12
Counterparty Account	Facility Agreement
Counterparty Securities	Facility Agreement
Declaration	Preamble
Depositor	Preamble
Depositor Affiliated Owner/Holder	Section 5.4(e)
Designated Account	Facility Agreement
Designated Collateral	Facility Agreement
Designated Securities	Facility Agreement
Designated Securities Return Notice	Facility Agreement
Designation Feature	Facility Agreement
Designation Feature Exercise Notice	Facility Agreement
Electronic Means	Section 4.11
Eligible Purchaser	Section 5.5(a)
Exchanged Senior Secured Notes	Section 5.4(e)
Exchange Trust Securities	Section 5.4(e)
Face Amount	Facility Agreement
Facility Fee	Facility Agreement
Fitch	Section 5.17
Indemnified Person	Section 9.1(c)
Initial Purchasers	Trust Securities Purchase Agreement
Instructions	Section 4.11
Instructions Authorized Officers	Section 4.11
Investment Grade	Section 5.17
Issuance Right	Facility Agreement
Issuance Notice	Facility Agreement
LC Collateral Account	Section 2.6(e)
LC Facility Secured Parties	LC Pledge Agreement
Legal Action	Section 2.6(a)(xiii)
Liquidation Distribution Date	Section 8.2(c)
List of Holders	Section 5.14(a)

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Mandatory Exercise	Facility Agreement
Maximum P-Caps Outstanding Amount	Facility Agreement
Moody’s	Section 5.17
Nationally Recognized Statistical Rating Organization	Section 5.17
Note Security Documents	Senior Secured Notes Indenture
Notes Purchase Price	Facility Agreement
Obligations	Vistra Pledge Agreement
OFAC	Section 4.10
Optional Redemption	Senior Secured Notes
Optional Redemption Date	Senior Secured Notes
Optional Redemption Price	Senior Secured Notes
Original Declaration	Recitals
Overdue Amounts	Section 5.8(d)
Patriot Act	Section 4.9
Paying Agent	Section 2.6(g)
Posting Right	Facility Agreement
Posting Right Exercise Notes	Facility Agreement
Property Account	Section 2.6(c)
Rating Agencies	Section 5.17
Rating Decline	Section 5.17
Remaining Amounts	Section 2.9(b)
Repurchase	Facility Agreement
Repurchase Price	Facility Agreement
Repurchase Right	Facility Agreement
Repurchase Settlement Date	Facility Agreement
Reserved Securities	Facility Agreement
Responsible Officer	Vistra Pledge Agreement
Return Obligation	Facility Agreement
S&P	Section 5.17
Sanctions	Section 4.10
Secretary of State	Recitals
Security Registrar	Senior Secured Notes Indenture
Settlement Date	Facility Agreement
Special Facility Fee	Facility Agreement
Similar Laws	Section 5.5(a)
Subsidiary	Section 5.17
Subsidiary Guarantors	Senior Secured Notes Indenture
Substitute Deposit	Facility Agreement
Substitute Payment	Facility Agreement
Successor Delaware Trustee	Section 4.3(e)(i)
Successor Trustee	Section 4.3(d)(i)(A)
Transfer Agent	Section 2.6(a)(xviii)
Trust	Recitals
Trust Declaration	Section 5.5(xii)
Trust Dissolution Date	Section 8.1(a)

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Trustee	Preamble
Trustee’s Fee	Section 4.1(d)
Trustees	Preamble
UCC	Section 2.6(e)
Vistra Operations	Preamble
Voluntary Exercise	Facility Agreement

Section 1.2. Interpretation. Unless the context otherwise requires, in this Declaration:

(a) any reference to this Declaration or any other agreement or document shall be construed as a reference to this Declaration or such other agreement or document, as applicable, as the same may have been, or may from time to time be, amended, varied, novated or supplemented in accordance with its terms;

(d) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Declaration as a whole and not to any particular section, clause or other subdivision, and references to “Articles”, “Sections” and “Exhibits” refer to Articles or Sections of and Exhibits to this Declaration;

(e) the word “including” shall be deemed to be followed by the words “without limitation”;

(f) any definition shall be equally applicable to both the singular and plural forms of the defined terms;

(g) headings contained in this Declaration are inserted for convenience of reference only and do not affect the interpretation of this Declaration or any provision hereof; and

(h) whenever in this Declaration any Person is named or referred to, the successors and assigns of such Person shall be deemed to be included, and all covenants and agreements in this Declaration by the Depositor, the Trustee and the Delaware Trustee shall bind and inure to the benefit of their respective successors and assigns, whether or not so expressed.

Article II

ORGANIZATION

Section 2.1. Name. The trust continued hereby shall be known as “Palomino Funding Trust I”, as such name may be modified from time to time by the Trustee with the consent of a Majority of Holders, following written notice to the Delaware Trustee.

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Section 2.2. Office. The principal office of the Trust shall be the Corporate Trust Office of the Trustee. The principal office of the Trust in the State of Delaware is the office of the Delaware Trustee in Delaware, which as of the date hereof is located at 301 Bellevue Parkway, 3rd Floor, Wilmington, Delaware 19809, Attention: Palomino Funding Trust I. Each of the Trustee and Delaware Trustee may designate another principal office of the Trust after not less than 10 Business Days’ written notice to the Holders.

Section 2.3. Nature and Purpose of the Trust.

(a) The Trust shall be a “statutory trust” as defined in the Statutory Trust Act and this Declaration shall constitute its governing instrument. The Certificate of Trust has been duly filed with the Secretary of State. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust shall be enforceable only against the assets of the Trust.

(b) The purposes and functions of the Trust are, and, subject to the provisions set forth in Section 2.7, the Trust shall have the power and authority to:

(i) issue the Trust Securities, with each Trust Security representing an undivided beneficial interest in the Trust’s assets, and enter into the Trust Securities Purchase Agreement with Vistra Operations, the Subsidiary Guarantors, and Credit Suisse Securities (USA) LLC, as representative of the Initial Purchasers named therein for that purpose;

(ii) invest the proceeds from the issuance and sale of the Trust Securities in Eligible Assets;

(iii) enter into the Facility Agreement with Vistra Operations, the Subsidiary Guarantors and the Senior Secured Notes Trustee, in substantially the form of Exhibit D (as the same may be amended, restated or supplemented from time to time) and by its execution and delivery thereof, consenting and agreeing to be bound by the Collateral Trust Agreement and the Notes Security Documents, and in furtherance of the same, enter into the Collateral Trust Joinder, in substantially the form of Exhibit I (as the same may be amended, restated or supplemented from time to time);

(iv) enter into the Vistra Pledge Agreement with the Vistra Collateral Agent and Securities Intermediary, in substantially the form of Exhibit C-1 (as the same may be amended, restated or supplemented from time to time), for the benefit of Vistra Operations, to secure the Trust’s Obligations, including its obligation to pay the Notes Purchase Price under the Facility Agreement;

(v) enter into the LC Pledge Agreement with Vistra Operations, the LC Collateral Agent and The Bank New York Mellon, as securities intermediary, in substantially the form of Exhibit C-2 (as the same may be amended, restated or supplemented from time to time), for the benefit of the LC Facility Secured Parties, to secure Vistra Operations obligations under a letter of credit facility agreement by Vistra Operations, the LC Collateral Agent and the financial institutions from time to time party thereto;

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(vi) enter into the Trust Expense Reimbursement Agreement with Vistra Operations in substantially the form of Exhibit E (as the same may be amended, restated or supplemented from time to time) pursuant to which Vistra Operations will agree to reimburse the Trust for the Trust’s obligations relating to the Trustee’s Fee and Trust Expenses;

(vii) execute, deliver and perform its obligations under the foregoing agreements and the other Transaction Agreements to which it is intended to be a party and comply with the terms thereof;

(viii) upon the exercise of the Issuance Right for all or part of the Available Amount, deliver to Vistra Operations all or the applicable portion of the Eligible Assets in exchange for the Senior Secured Notes being sold or in the case of a Cash Settlement Election, the Cash Settlement Amount;

(ix) upon the exercise of the Designation Feature by Vistra Operations under the Facility Agreement, make Designated Securities available and deliver such Designated Securities to the applicable Designated Account specified in the Designation Feature Exercise Notice;

(x) upon the exercise of the Posting Right by Vistra Operations under the Facility Agreement, make Counterparty Securities available and deliver such Counterparty Securities to the applicable Counterparty Account specified in the Posting Right Exercise Notice;

(xi) at the written direction of Vistra Operations under the Facility Agreement, pledge all of its right, title and interest in and to the LC Collateral Agent and the related collateral, to the LC Collateral Agent, for the benefit of the applicable LC Facility Secured Parties;

(xii) accept Substitute Payments and hold any Substitute Deposits;

(xiii) upon the exercise of the Issuance Right for the entire Available Amount, liquidate all or a portion of the Eligible Assets, pursuant to Section 5.8(d), Section 5.9 or Section 8.2, as applicable;

(xiv) upon a Repurchase, deliver to Vistra Operations Senior Secured Notes held by the Trust and receive Eligible Assets from Vistra Operations in exchange therefor, in accordance with the Facility Agreement;

(xv) upon an Optional Redemption or Voluntary Exercise as to which Vistra Operations has made a Cash Settlement Election, receive from Vistra Operations the Vistra Operations Payment and use it to redeem a Like Amount of Trust Securities pursuant to Section 5.10, subject to the priorities of distribution set forth in Section 8.2(c);

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(xvi) purchase Trust Securities tendered for purchase pursuant to a Change of Control Offer;

(xvii) on each Distribution Date, distribute its Trust Income for the related Distribution Period to the Holders, after payment of any expenses and other amounts payable by the Trust, as provided in Section 5.8, and subject to its other obligations under the Transaction Agreements;

(xviii) in accordance with, and subject to, Article VIII, distribute any Senior Secured Notes it holds subject to its other obligations under the Transaction Agreements;

(xix) on each date that the Trustee is required to make a distribution in accordance with Section 5.8(d)(i) or (ii), distribute all Overdue Amounts together with the applicable Special Facility Fee in accordance therewith;

(xx) hold the Eligible Assets and its other assets (including any Senior Secured Notes that may be sold to it pursuant to the Facility Agreement and any Substitute Deposits) and sell Defaulted STRIPS at their Face Amount to Vistra Operations and receive amounts in immediately available funds from Vistra Operations with respect to Defaulted Payments on Defaulted Treasuries then held by the Trust and return amounts to Vistra Operations equal to such payment upon payment on such Defaulted Treasuries;

(xxi) execute, deliver and enter into any releases (at the written direction of the Depositor) as required under the foregoing agreements and the other Transaction Agreements;

(xxii) acquire, hold, manage, pledge, invest, dispose of and otherwise deal with the Trust Property, subject to the terms of the Transaction Agreements; and

(xxiii) except as otherwise set forth herein, engage in other activities necessary or incidental to the foregoing.

Section 2.4. Authority. Subject to the limitations provided in this Declaration, each of the Trustee and the Depositor shall have the power and authority to carry out the purposes of the Trust. An action taken by the Trustee or the Depositor in accordance with its powers shall constitute the act of and serve to bind the Trust. In dealing with the Trustee or the Depositor acting on behalf of the Trust, no Person shall be required to inquire into the authority of the Trustee and or Depositor to bind the Trust. Persons dealing with the Trust or Depositor are entitled to rely conclusively on the power and authority of the Trustee or Depositor as set forth in this Declaration.

Section 2.5. Title to Property. Legal title to all assets attributable to the Trust shall be vested at all times in the Trust as a separate legal entity, except where applicable law in any jurisdiction requires title to any part of the assets to be vested in a trustee or trustees, in which case legal title shall be deemed to be vested in the Trustee.

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Section 2.6. Powers and Duties of the Trustee.

(a) The Trustee shall have the power and authority to, and shall, cause the Trust to engage in the following activities:

(i) to issue and sell the Trust Securities in accordance with this Declaration and the Trust Securities Purchase Agreement; provided that (A) the Trust may issue no more than one class of Trust Securities; and (B) there shall be no interests in the Trust other than the Trust Securities;

(ii) to purchase Eligible Assets with the proceeds from the sale of the Trust Securities and to hold the same, subject to the provisions of this Declaration and the Trust’s obligations under the Transaction Agreements;

(iii) to enter into the Facility Agreement with Vistra Operations, the Subsidiary Guarantors from time to time party thereto and the Senior Secured Notes Trustee in substantially the form attached as Exhibit D and (i) the Vistra Pledge Agreement, in substantially the form attached as Exhibit C-1, and the LC Pledge Agreement, in substantially the form attached as Exhibit C-2 (each as may be amended, restated or supplemented from time to time ) and, in each case, perform the Trust’s obligations, and exercise its rights, thereunder;

(iv) to purchase and hold the Senior Secured Notes, if and to the extent that Vistra Operations exercises the Issuance Right (including a Mandatory Exercise or a Designation Issuance Event) or upon an Automatic Exercise, until (A) such Senior Secured Notes are repurchased or redeemed pursuant to a Repurchase Right or Optional Redemption, (B) the Trust is liquidated pursuant to Article VIII or (C) the Trustee is required to liquidate any such Senior Secured Notes pursuant to Section 5.8(d), Section 5.9 or Section 8.2 or any other provision of this Declaration;

(v) to exercise voting rights with respect to any Senior Secured Notes held by the Trust, if and when any Senior Secured Notes are issued to the Trust upon the exercise of the Issuance Right (including a Mandatory Exercise or a Designation Issuance Event) or an Automatic Exercise, until such time as such Senior Secured Notes may be redeemed or the Trust is liquidated, in the same manner and proportion as directed by the Holders of the Trust Securities providing direction (and absent such direction the Trustee shall take no action);

(vi) upon a Repurchase, to deliver to Vistra Operations all or a portion of the Senior Secured Notes then held by the Trust and to receive Eligible Assets in exchange for the Senior Secured Notes in accordance with the Facility Agreement;

(vii) to redeem all or a portion of the Trust Securities upon an Optional Redemption or Voluntary Exercise as to which Vistra Operations has made a Cash Settlement Election and receipt of the Vistra Operations Payment, subject to the priorities set forth in Section 8.2(c), or if a Trust Dissolution Date occurs pursuant to Section 8.1(a)(i);

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(viii) to the extent directed in writing by Vistra Operations by the receipt by the Trustee of a Designation Feature Exercise Notice pursuant to Section 4.2(a) of the Facility Agreement (upon which the Trustee may conclusively rely without liability therefor), to take all actions necessary or incidental to facilitate the exercise of the Designation Feature and the return of Designated Securities or payment of a Substitute Payment in respect thereof to the Trust, in each case subject to the terms and conditions set forth in the Facility Agreement;

(ix) to the extent directed in writing by Vistra Operations by the receipt by the Trustee of a Posting Right Exercise Notes pursuant to Section 4.2(a) of the Facility Agreement (upon which the Trustee may conclusively rely without liability therefor), to take all actions necessary or incidental to facilitate the exercise of the Posting Right and the return of Counterparty Securities or payment of a Substitute Payment in respect thereof to the Trust, in each case subject to the terms and conditions set forth in the Facility Agreement;

(x) to enter into the Trust Expense Reimbursement Agreement with Vistra Operations, and to collect from Vistra Operations any amounts due thereunder;

(xi) to establish a record date with respect to all actions to be taken hereunder that require a record date be established (provided that the record date with respect to regular income Distributions and distributions in connection with any dissolution of the Trust shall be determined in accordance with the definition of the term “Record Date”), including voting rights, exchanges and final distributions, and to issue relevant notices to the Holders as to such actions and applicable record dates;

(xii) to give prompt written notice to the Holders of any event set forth in Section 8.1(a);

(xiii) to bring or defend, pay from the Trust Property, collect, compromise, resort to legal action, or otherwise adjust claims or demands of or against the Trust (each such action, a “Legal Action”), or take any other Legal Action that arises out of or in connection with the duties of the Trustee under this Declaration;

(xiv) to sell Defaulted STRIPS at their Face Amount to Vistra Operations and receive amounts in immediately available funds from Vistra Operations with respect to Defaulted Payments on Defaulted Treasuries then held by the Trust and return amounts to Vistra Operations equal to such payment upon payment on such Defaulted Treasuries;

(xv) to take all actions and perform such duties as may be required of the Trustee pursuant to the terms of this Declaration or the Trust Securities;

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(xvi) to employ or otherwise engage agents, managers, contractors, advisors and consultants and pay from the Trust Property reasonable compensation for such services, subject to Section 4.1(d);

(xvii) to incur expenses that are necessary to carry out any of the purposes of the Trust described in Section 2.3(b) or the Trustee’s duties set forth in this Declaration;

(xviii) to act as, or appoint another Person to act as, registrar and transfer agent (the “Transfer Agent”) for the Trust Securities;

(xix) to execute and deliver, on behalf of the Trust, each other Transaction Agreement and any Transaction Agreement to be delivered after the date hereof and any Transaction Agreement to be delivered after the date hereof, to which the Trust is intended to be a party, and to perform the Trust’s obligations and exercise its rights thereunder (in each case, at the written direction of the Depositor);

(xx) to the extent directed in writing by Vistra Operations, to execute all other documents or instruments, perform all duties and powers, and do all things for and on behalf of the Trust in all matters necessary or incidental to the foregoing;

(xxi) to the extent directed in writing by Vistra Operations, to take all action that may be necessary or appropriate for the preservation and continuation of the Trust’s valid existence, rights, franchises and privileges as a statutory trust under the laws of the State of Delaware;

(xxii) to take any action, or to decline to take any action, not in violation of this Declaration, the Transaction Agreements or applicable law, in carrying out the activities of the Trust as set forth in this Section 2.6, including (A) taking any action to cause the Trust not to be deemed to be an investment company required to be registered under the Investment Company Act, provided that such action does not adversely affect any of the rights, preferences and privileges of the Holders, and (B) declining to take any action that would be reasonably likely to cause the Trust to be characterized as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes;

(xxiii) to take all actions with respect to tax forms and tax returns as set forth in Section 7.1;

(xxiv) to provide information to Holders or prospective purchasers as set forth in Section 7.2(b);

(xxv) to execute on behalf of the Trust the engagement letter of the accounting firm of Cover & Rossiter in the form attached hereto as Exhibit F, relating to the preparation of financial statements and tax filings for the Trust (for the avoidance of doubt, such accounting firm shall be an independent contractor

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of the Trust and shall not be considered an agent of the Trustee or the Delaware Trustee nor under their supervision and control; and neither the Trustee nor the Delaware Trustee shall be liable for any claims, liabilities or expenses relating to such accounting firms’ engagement or any report issued or filing made by such accounting firm in connection with such engagement);

(xxvi) to execute on behalf of the Trust the Cross Receipt relating to the sale of the Trust Securities by the Trust pursuant to the Trust Securities Purchase Agreement in the form attached hereto as Exhibit G;

(xxvii) to the extent directed in writing by Vistra Operations, to file any report or make any other disclosure required by the Corporate Transparency Act of 2019 or any rules or regulations thereunder on behalf of the Trust; and

(xxviii) to engage in other activities necessary or incidental to the foregoing.

(b) On the date of this Declaration (and on an annual basis thereafter until the Trust Dissolution Date), the Trustee shall execute the engagement letter referenced in Section 2.6(a)(xxv) of this Declaration, each of the Transaction Agreements to which the Trust is intended to be a party and the initial Certificates on behalf of the Trust and shall thereafter cause the Trust to perform its obligations thereunder.

(c) The Trustee shall establish and maintain on its books and records a separate segregated, non-interest-bearing account and the associated deposit account (collectively, the “Property Account”) in the name of the Trust and under the control of the Trustee on behalf of the Trust, and upon the receipt of payments of funds representing Trust Income or any other payments of funds made under or in respect of the Trust Property, deposit such funds into the Property Account until such cash balances are required to be distributed, invested or applied to any obligation of the Trust in accordance with this Declaration or any other Transaction Agreement. The Property Account shall be a non-interest-bearing trust account at an Eligible Bank (which may include the Trustee). Money held by the Trustee shall be segregated from its funds and other funds held by it. The Trustee shall also establish on its books and records (i) a segregated securities account, within the Property Account, in which it shall hold all Eligible Assets and Substitute Payments (if any) constituting Trust Property and (ii) a separate segregated securities account, within the Property Account, in which it shall hold all Senior Secured Notes constituting Trust Property, provided that such account shall only be required to be created upon the initial exercise by Vistra Operations of the Issuance Right, each of which accounts shall be held pursuant to this Declaration, subject to liquidation and application in accordance with this Declaration and the other Transaction Agreements. For purposes of the Uniform Commercial Code of the State of Delaware, the Property Account shall be intended to be a “deposit account” (within the meaning of Section 9-102(a)(29) of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)) with respect to the cash in such account, and a “securities account” (within the meaning of Section 8-501(a) of the UCC) with respect to all other property credited to such account; and the law of the Securities Intermediaries jurisdiction shall be the law of the State of New York.

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(d) The Depositor shall and hall have the power and authority on behalf of the Trust to prepare reports to Holders of the Trust Securities on or prior to May 17 of each year, including a Reminder Notice, and send a copy of each report (and each Reminder Notice) to the applicable depositary with a request that participants pass them along to the beneficial owners of the Trust Securities.

(e) The Trustee shall establish and maintain with the LC Securities Intermediary a separate segregated, non-interest-bearing account and the associated deposit account (collectively, the “LC Collateral Account”) in the name of the Trust and under the control of the Trustee on behalf of the Trust. Upon the transfer of any Designated Securities from the Property Account to the LC Collateral Account, in connection with the exercise of the Designation Feature by Vistra Operations under the Facility Agreement, deposit such Designated Securities into the LC Collateral Account until such Designated Securities are to be returned to the Property Account in accordance with a Designated Securities Return Notice and the Facility Agreement. The LC Collateral Account shall be a non-interest-bearing account at an Eligible Bank (which may include the Trustee). For purposes of the Uniform Commercial Code of the State of Delaware, the LC Collateral Account shall be a “deposit account” (within the meaning of Section 9-102(a)(29) of the UCC) with respect to the cash in such account, and a “securities account” (within the meaning of Section 8-501(a) of the UCC) with respect to all other property credited to such account; and the law of the relevant securities intermediary’s jurisdiction shall be the law of the State of New York.

(f) The Trustee shall take all actions and perform such duties as may be required of the Trustee as it may be directed from time to time in writing by a Majority of Holders to protect the interests of the Trust and the Holders.

(g) The Trustee may authorize one or more Persons (each, a “Paying Agent”) to pay expenses of the Trust, Distributions, dissolution payments or other amounts on behalf of the Trust with respect to the Trust Securities. The initial Paying Agent shall be the Trustee. Any Paying Agent may be removed by the Trustee at any time and a successor Paying Agent or additional Paying Agents may be appointed at any time by the Trustee.

(h) Notwithstanding any other provision in this Declaration or elsewhere, the Trustee shall not have any duty or obligation to manage, control, use, make any payment in respect of, register, record, insure, inspect, sell, dispose of (except in accordance with Section 2.6(a)) or otherwise deal with the Trust Property or to otherwise take or refrain from taking any action under, or in connection with, this Declaration or any other document to which the Trust is a party, except for (i) duties expressly required to be performed by the Trustee by the terms of this Declaration or the Transaction Agreements or in accordance with written instructions from a Majority of Holders, and (ii) duties required to be performed by the Trust by any Transaction Agreement, or any other agreement authorized by this Declaration.

(i) The Trustee shall exercise the powers set forth in this Section 2.6 in a manner that is consistent with the purposes and intentions of the Trust set forth in Section 2.3, and the Trustee shall not take, nor shall the Holders, including a Majority of Holders, instruct the Trustee to take, any action that is inconsistent with the purposes and functions of the Trust set forth in Section 2.3.

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Section 2.7. Prohibition of Actions by the Trust and the Trustee. The Trust shall not, and the Trustee shall cause the Trust not to, nor shall the Holders, including a Majority of Holders, direct the Trustee to, engage in any activity other than as expressly required or authorized by this Declaration or the other Transaction Agreements. In particular, the Trust shall not and the Trustee shall cause the Trust not to:

(a) re-invest any distributions received on the Trust Property, but the Trust shall, subject to Section 5.8 and Section 8.2, distribute all such proceeds, after satisfying any obligations of the Trust, to the Holders pursuant to the terms of this Declaration;

(b) acquire any assets other than as expressly provided herein;

(d) (i) make any loans; provided that the Trust may facilitate any exercise of the Designation Feature or the Posting Right pursuant to the Facility Agreement, (ii) incur any indebtedness (it being understood that the Trust’s obligations under any LC Pledge Agreement shall not be deemed to be indebtedness for this purpose) or (iii) acquire any property other than Eligible Assets, the Senior Secured Notes, the Substitute Payments, the Property Account, the LC Collateral Account and the rights of the Trust under the Transaction Agreements to which the Trust is a party, including the rights with respect to any Return Obligation in respect of any exercise of the Designation Feature or the Posting Right;

(e) incur any lien or encumbrance on any Trust Property, other than the security interests created pursuant to the Pledge Agreement or any other Transaction Agreement;

(f) incur any lien or encumbrance on the LC Collateral Account, other than the security interests created or permitted pursuant to the LC Pledge Agreement (it being understood that the Trust’s obligations under any LC Pledge Agreement shall not be deemed to be indebtedness for this purpose) or any other Transaction Agreement or any other Transaction Agreement;

(g) except as expressly set forth herein, act in such a way as to vary the terms of the Trust Securities in any way whatsoever;

(h) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Trust other than the Trust Securities;

(i) (i) direct the time, method and place of conducting any proceeding for any remedy available to the Trust as the holder of Trust Property or exercising any power conferred upon holders of any Trust Property, (ii) waive any past default or violation that is waivable under the terms of any Trust Property, or (iii) consent to any amendment or modification of the terms of any Trust Property where such consent shall be required, except in each case after receiving instructions from the Holders pursuant to Article X; provided that this paragraph shall not limit the authority and obligation of the Trustee to take any action expressly contemplated by this Declaration or any Transaction Agreement (including (i) replacing any Securities Intermediary, any LC Securities Intermediary, replacing any LC Facility Secured Party or modifying the terms of any of the Vistra Pledge Agreement and/or the LC Pledge Agreement to facilitate such replacement and (ii) modifying the terms of the LC Pledge Agreement to facilitate the appointment of an LC Collateral Agent), and no instructions from the Holders shall be required in connection therewith;

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(j) file a certificate of cancellation of the Trust or take any other action to terminate the Trust, except in connection with a dissolution of the Trust pursuant to Article VIII;

(k) permit any Trust Securities to be included on (or recognize any purchases or sales of any Trust Securities through) (i) any national, non-U.S., regional, local or other securities exchange, or (ii) any over-the-counter market (including an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise);

(l) exercise any voting rights in respect of the Senior Secured Notes without first obtaining directions from the Holders as provided in Section 4.7(a)(xii);

(m) object or seek to restrain or prohibit, temporarily or permanently, whether upon occurrence of a Bankruptcy Event or otherwise, Vistra Operations from issuing the Senior Secured Notes and selling such Senior Secured Notes to the Trust in exchange for the delivery of Eligible Assets to Vistra Operations in accordance with the Facility Agreement, including upon the occurrence of an Automatic Exercise or Mandatory Exercise; or

(n) raise any defense expressly waived pursuant to Section 6.1 of the Facility Agreement.

Section 2.8. Execution of Documents. Except as otherwise required by the Statutory Trust Act, the Trustee is authorized to execute on behalf of the Trust any documents that the Trustee has the power and authority to cause the Trust to execute pursuant to Section 2.6.

Section 2.9. Investment in Eligible Assets.

(a) Promptly following the receipt of the proceeds from issuance of the Trust Securities, the Trustee shall invest such proceeds in Eligible Assets that are scheduled to make payments (i) with respect to each Treasury Payment Date, in an aggregate amount equal to 3.8722% per annum applied to (for each Treasury Payment Period) the initial Maximum P-Caps Outstanding Amount, calculated on a 30/360 Basis, and (ii) in an amount equal to the initial Maximum P-Caps Outstanding Amount on May 17, 2028. For the avoidance of doubt, Exhibit H sets forth the CUSIP, principal/face amount and purchase price of each U.S. Treasury and STRIP comprising the Eligible Assets in which the Trustee shall invest on the date hereof (without limiting the composition of the Eligible Assets as of any date thereafter).

(b) If any proceeds of the issuance of the Trust Securities remain after the purchase of the required amount of Eligible Assets pursuant to Section 2.9(a) (the “Remaining Amounts”), the Trustee shall apply such Remaining Amounts to pay the Trustee’s Fee and the Trust Expenses and shall not request Vistra Operations to reimburse it for such amounts.

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Section 2.10. Exercise of the Issuance Right; FacilityAgreement.

(a) Subject to Section 5.8(d)(ii) upon receipt by a Responsible Officer of the Trustee of an Issuance Notice from Vistra Operations, including in the event of a Mandatory Exercise by Vistra Operations, or an Automatic Exercise Notice, the Trustee shall take such action as may be required to cause the Trust to deliver the Notes Purchase Price to Vistra Operations against delivery of the Senior Secured Notes (or, in respect of any Senior Secured Notes as to which Vistra Operations has made a Cash Settlement Election, against delivery of the applicable Cash Settlement Amount) by Vistra Operations, not later than 3:00 p.m. on the applicable Settlement Date in accordance with the terms and conditions set forth in the Facility Agreement.

(b) The Trustee shall deliver, in exchange for the Senior Secured Notes being issued pursuant to the Issuance Right (or, in respect of any Senior Secured Notes as to which Vistra Operations has made a Cash Settlement Election, in exchange for the applicable Cash Settlement Amount), the Notes Purchase Price in respect of such exercise pursuant to the Facility Agreement and shall credit such Senior Secured Notes (or Cash Settlement Amount) to the Property Account upon receipt.

(c) Upon receipt by a Responsible Officer of the Trustee of a notice of exercise of the Repurchase Right, the Trustee shall take such action as may be required to cause the Trust to deliver to Vistra Operations the Senior Secured Notes held by the Trust in exchange for the Eligible Assets on the Repurchase Settlement Date in accordance with the Facility Agreement and shall credit such Eligible Assets to the Property Account upon receipt.

(d) The Trustee shall deliver the Automatic Exercise Notice to Vistra Operations after becoming aware of any Automatic Exercise Event set forth in clause (i) or (ii) of the definition thereof in the Facility Agreement in accordance with the Facility Agreement.

Section 2.11. Mergers. The Trust may not consolidate, amalgamate, merge or convert with or into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, except to a trust organized as such under the laws of any state of the United States and with the unanimous consent of the Holders. The Trust shall provide written notice of any of the foregoing events to each Rating Agency.

Section 2.12. Limitation on Directionsto the Trustee. Neither the Holders, including a Majority of Holders, nor the Depositor shall direct the Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Trustee under this Declaration or any of the Transaction Agreements to which the Trust is a party or would be contrary to Section 2.3, nor shall the Trustee be obligated to follow any such direction, if given.

Section 2.13. Duration of the Trust. The Trust shall be dissolved, liquidated and terminated pursuant to the provisions of Article VIII.

Section 2.14. Notices to the Trust and Trustee under the FacilityAgreement. Other than as specifically set forth in the Facility Agreement or herein, neither the Trust nor the Trustee shall be entitled to receive from Vistra Operations any certificate, opinion or other document in connection with the exercise of the Issuance Right or the exercise of the Designation Feature or the Posting Right.

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Article III

RESPONSIBILITIES OF THE DEPOSITOR

Section 3.1. Responsibilities of the Depositor. The Depositor’s execution and delivery on behalf of the Trust of the Trust Securities Purchase Agreement with the Initial Purchasers and Vistra Operations is hereby ratified. In connection with the issue and sale of the Trust Securities, the Depositor shall have the exclusive right and responsibility to engage in the following activities:

(a) to take appropriate action to qualify or register for sale all or part of the Trust Securities in such States as directed by the Initial Purchasers under the Trust Securities Purchase Agreement and to do any and all such acts as the Depositor deems necessary or advisable in order to comply with the applicable laws of any such States, other than actions that must be taken by the Trust, and advise the Trustee, or its Affiliates or agents, of actions the Trust must take, and prepare for execution and filing any documents to be executed and filed by the Trust;

(b) subject to the terms of the Trust Securities Purchase Agreement, to advise the Trustee, or its Affiliates or agents, of actions the Trust must take, and prepare for execution and filing any documents to be executed and filed by the Trust, as the Depositor deems necessary or advisable in order to comply with any applicable rules and regulations of the Commission promulgated under the Securities Act, the Exchange Act, the Trust Indenture Act, the Investment Company Act or any other applicable law or to obtain or maintain exemptions therefrom or other forms of relief thereunder or to make any filings or take any actions required thereby or deemed necessary or advisable with respect to the Trust, the Trust Securities or any Trust Property or the offering of the Trust Securities;

(c) prepare reports to Holders of the Trust Securities on or prior to May 17 of each year, including a Reminder Notice, and deliver a copy of each report (and each Reminder Notice) to the applicable Depositary with a request that participants pass them along to the beneficial owners of the Trust Securities;

(d) instruct the Depositary to take the following steps in connection with any Trust Securities represented by Global Certificates:

(i) include the “3c7” marker in the DTC 20-character security descriptor in order to indicate that sales to U.S. Persons are limited to “qualified institutional buyers” as defined in Rule 144A under the Securities Act that are “qualified purchasers” as defined under Section 2(a)(51) of the Investment Company Act and the rules thereunder;

(ii) cause (i) each physical DTC delivery order ticket delivered by DTC to purchasers to contain the 20-character security descriptor and (ii) each DTC delivery order ticket delivered by DTC to purchasers in electronic form to contain the “3c7” indicator and the related user manual for DTC participating organizations (“DTC Participants”) which will contain a description of the relevant transfer restrictions; and

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(iii) send at the Trust’s request the Important Notice to DTC, in substantially the form attached as Exhibit J, to all DTC Participants in connection with the offering of the Trust Securities.

(e) from time to time to make a request to DTC to deliver to the Trust a list of all DTC Participants holding an interest in the Trust Securities;

(f) to acknowledge the Cross Receipt relating to the sale of the Trust Securities by the Trust pursuant to the Trust Securities Purchase Agreement in the form attached hereto as Exhibit G;

(g) to take all reasonable actions necessary to enable each Rating Agency to provide its respective rating with respect to the Trust Securities; and

(h) any other duties or obligations expressly undertaken hereunder.

Section 3.2. Financing Statements.

It shall be the Depositor’s responsibility to cause the Trust to file all financing statements (including on Form UCC-1 and Form UCC-3) and such other security documents to be executed by the Trust in such offices and locations as are necessary, including those financing statements contemplated in the Vistra Pledge Agreement.

Article IV

THE TRUSTEES

Section 4.1. Trustees; Eligibility.

(a) There shall at all times be one primary trustee (the “Trustee”) which shall act as trustee of the Trust and which shall:

(i) not be an Affiliate of Vistra Operations; and

(ii) be a Person organized and doing business under the laws of the United States of America or any State or Territory thereof or of the District of Columbia, authorized under such laws to exercise corporate trust power, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal, state, territorial or District of Columbia authority.

If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of the supervising or examining authority referred to herein, then for the purposes of this Section 4.1(a), the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

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(b) If at any time the Trustee shall cease to be eligible to so act under Section 4.1(a), the Trustee shall immediately resign upon the request of the Majority of Holders in the manner and with the effect set forth in Section 4.3.

(c) Notwithstanding the fact that neither the Trust nor the Trust Securities are subject to the Trust Indenture Act, if the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act.

(d) The initial Trustee shall be BNYM. Such Trustee shall be entitled to receive a fee (the “Trustee ’ sFee”) for the services it is performing as Trustee in an amount agreed to in writing between Vistra Operations and the Trustee. Any Trust Expenses (unless paid out of any Remaining Amounts as required pursuant to Section 2.9(b)) shall be advanced or reimbursed by Vistra Operations under the Trust Expense Reimbursement Agreement and may be paid out of the Trust Property in accordance with Section 5.8(d)(ii) or (iii), Section 5.8(f), Section 5.9 or Section 8.2. All Remaining Amounts shall be applied to pay Trust Expenses prior to the Trustee seeking advancement or reimbursement for such expenses from Vistra Operations.

(e) In accepting the trust hereby created, the Trustee agrees to act solely as trustee hereunder and not in its individual capacity, except as expressly provided herein and in the other Transaction Agreements to which the Trust is intended to be a party. All Persons having any claim against the Trustee in its capacity as such by reason of the transactions contemplated by the documents to which the Trust is a party shall look only to the Trust Property (or the applicable part thereof, as the case may be) and not to the Trustee in its individual capacity. Without limiting the generality of the foregoing, the Trustee in its capacity as such or individually shall not be responsible or liable for or in respect of the validity or sufficiency of this Declaration or for the due execution hereof by the Depositor, or for the form, character, genuineness, sufficiency, value or validity of the Trust Property, and the Trustee makes no representations as to (i) the value or condition of the Trust Property or any part thereof, or (ii) the validity or sufficiency of this Declaration or the Trust Securities.

(f) The Trustee shall not be required to provide, on its own behalf, any surety bond or other kind of security in connection with the execution of any of its trusts or powers under this Declaration or any other Transaction Agreement or the performance of its duties hereunder.

Section 4.2. Delaware Trustee. At all times required by Section 3807(a) of the Statutory Trust Act, the Trust shall have a trustee meeting the requirements of such Section (a “Delaware Trustee”). The duties and responsibilities of the Delaware Trustee shall be limited solely to (a) accepting legal process served on the Trust in the State of Delaware and (b) the execution and delivery of all documents, and the maintenance of all records, necessary to form and maintain the existence of the Trust under the Statutory Trust Act. The Delaware Trustee, in such capacity, shall not be entitled to exercise any powers, nor have any of the duties and responsibilities, of the Trustee described in this Declaration but shall be entitled to all of the protections, immunities, rights and exculpations provided to the Trustee. The Delaware Trustee shall (i) in the case of a natural person, be a resident of the State of Delaware, or in all other cases, have its principal place of business in the State of Delaware and (ii) not be an Affiliate of

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the Depositor. The Delaware Trustee shall initially be BNY Mellon Trust of Delaware. The Delaware Trustee shall be entitled to receive a fee for the services it is performing as Delaware Trustee in an amount agreed to in writing between Vistra Operations and the Delaware Trustee. If at any time the Delaware Trustee shall cease to be eligible to so act under this Section 4.2, the Delaware Trustee shall immediately resign in the manner and with the effect set forth in Section 4.3. In accepting the trusts, hereby created, the BNY Mellon Trust of Delaware is acting solely as Delaware Trustee hereunder and not in its individual capacity.

Section 4.3. Appointment, Removal and Resignation of Trustees.

(a) Subject to the provisions of this Section 4.3, the Trustee or the Delaware Trustee may be removed with or without cause at any time by the vote of a Majority of Holders.

(b) If the Delaware Trustee is the Trustee or an Affiliate of the Trustee, then, subject to the provisions of this Section 4.3, the Delaware Trustee shall be removed from such capacity simultaneously with the removal of the Trustee as Trustee.

(c) Subject to Section 4.3(d) and Section 4.3(e), any Trustee or Delaware Trustee may resign from office (without need for prior or subsequent accounting) by giving written notice to the other Trustee and all of the Holders of such intention on its part, specifying the date on which its desired resignation shall become effective; provided that such date shall not be less than 60 days from the date on which such notice is given, unless the other Trustee agrees to accept shorter notice.

(d) No resignation or removal of a Trustee shall be effective until:

(i) (A) a successor Trustee possessing the qualifications to act as Trustee under Section 4.1 (a “Successor Trustee”) has been appointed by the vote of a Majority of Holders and has accepted such appointment by written instrument executed by such Successor Trustee and delivered to the Delaware Trustee and the resigning Trustee; and

(B) if the Trustee is also the Delaware Trustee, and if the Successor Trustee is not the Delaware Trustee, a Successor Delaware Trustee is appointed and has accepted such appointment in accordance with Section 4.3(e); or

(ii) the Trust has been completely dissolved, the proceeds of the dissolution have been distributed to the Holders pursuant to the terms of the Trust Securities and the Trust has been terminated in accordance with Article VIII.

(e) No resignation or removal of a Delaware Trustee shall be effective until:

(i) a successor Delaware Trustee possessing the qualifications to act as Delaware Trustee under Section 4.2 (a “Successor Delaware Trustee”) has been appointed by the vote of a Majority of Holders or appointed by the Successor Trustee selected pursuant to Section 4.3(d) and has accepted such appointment by written instrument executed by such Successor Delaware Trustee and delivered to the Trustee and the resigning Delaware Trustee; or

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(f) If no Successor Trustee or Successor Delaware Trustee shall have been appointed and accepted appointment as provided in this Section 4.3 within 60 days after delivery to the Holders of an instrument of resignation by the applicable Trustee, the resigning Trustee may petition, at the expense of the Trust, any court of competent jurisdiction for appointment of a Successor Trustee or Successor Delaware Trustee, as applicable. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Trustee or Successor Delaware Trustee, as the case may be.

(g) No Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor Trustee or Successor Delaware Trustee, as the case may be.

(h) Any Successor Delaware Trustee shall cause an amendment to the Certificate of Trust to be filed with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act, indicating that such Successor Delaware Trustee is the Delaware Trustee of the Trust.

Section 4.4. Delegation of Power. The rights, duties and powers of the Trustees as set forth in this Declaration may be delegated to one or more Affiliates of such Trustee, provided that each such delegee meets the eligibility requirements set forth in Section 4.1; and provided further that, as a condition to any such delegation, the delegee shall expressly agree to be jointly and severally liable with such Trustee for any liability arising out of or in connection with such delegation. The Trustees may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 its power for the purpose of executing any documents contemplated in Section 2.6.

Section 4.5. Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Trustee or the Delaware Trustee, as applicable, may be merged or converted or with which either may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee or the Delaware Trustee shall be a party, or any Person succeeding to all or substantially all the corporate trust assets and business of the Trustee or the Delaware Trustee (including administration of this Declaration), shall be the successor of the Trustee or the Delaware Trustee, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that (a) if such Person is not otherwise qualified and eligible under this Article IV, it shall promptly resign as provided in Section 4.1(b) or Section 4.2, as applicable, and with the effect specified therein, and (b) any Successor Delaware Trustee shall file an amendment to the Certificate of Trust (at the expense of the Trust) if required by the Statutory Trust Act.

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Section 4.6. Regarding the Trustee.

(a) The Trustee agrees to perform its duties under this Declaration in good faith and in the best interests of the Trust, but only upon the express terms of this Declaration. Neither the Trustee nor any of its officers, directors, employees, agents or Affiliates shall have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust, which implied duties and liabilities are hereby eliminated. Every provision of this Declaration relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

(b) The Trustee shall not be personally liable to any Person under any circumstances in connection with any of the transactions contemplated by this Declaration, except that such limitation shall not relieve the Trustee of any personal liability it may have to the Trust or the beneficial owners for the Trustee’s own bad faith, willful misconduct or negligence in the performance of its express duties under this Declaration. In particular, but not by way of limitation of the foregoing:

(i) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(ii) subject to Section 10.4(a), the Trustee shall not be liable with respect to any action it takes, or any action it refrains from taking, in good faith in accordance with the direction of a Majority of Holders or the Depositor relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Declaration;

(iii) no provision of this Declaration shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that the repayment of such funds or indemnity reasonably satisfactory to the Trustee against such risk or liability is not reasonably assured to it;

(iv) the Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of Trust Property, including the Property Account and any LC Collateral Account shall be to deal with such property in the same manner as the manner in which the Trustee deals with similar property for its own account or for the account of other trusts for which it acts as trustee, subject to the protections, benefits, privileges, immunities and limitations on liability afforded to the Trustee under this Declaration; and

(v) the Trustee shall have no duty or liability for or with respect to the value, genuineness, existence or sufficiency of the Trust Property or the payment of any taxes or assessments levied thereon or in connection therewith or for or in respect of the validity or sufficiency of the documents to which the Trust or the Trustee is a party and the Trustee shall in no event assume or incur any liability, duty or obligation to any Person other than as expressly provided for herein.

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(c) In no event shall the Trustee or the Delaware Trustee be responsible or personally liable (i) for special, indirect, consequential or punitive damages, however styled, including, without limitation, lost profits, (ii) for the acts or omissions of its correspondents, clearing agencies or securities depositories, (iii) for the acts or omissions of any nominee, brokers or dealers selected by it with reasonable care, or (iv) for any failure or delay in the performance of its obligations under this Declaration, or losses, arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, natural disasters, fire, acts of God, strikes or other labor disputes, work stoppages, acts of war or terrorism, general civil unrest, actual or threatened epidemics or pandemics, disease, act of any government, governmental authority or police or military authority, declared or threatened state of emergency, legal constraint, the interruption, loss or malfunction of utilities or transportation, communications or computer systems, or any other similar events beyond its reasonable control (it being understood that the Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances). The Trustee or the Delaware Trustee shall have no responsibility for the accuracy of any information provided to the Holders or any other Person that has been obtained from, or provided to the Trustee or the Delaware Trustee by, any other Person, so long as the Trustee or Delaware Trustee, as applicable, faithfully reproduces such information.

(d) No provision of this Declaration shall require the Trustees to take any action which, in such Trustee’s reasonable judgment, would result in any violation of this Declaration or any provision of law.

Section 4.7. Certain Rights of theTrustee.

(a) The Trustee shall have the following rights under this Declaration (which list shall in no way limit other rights the Trustee has as expressly set forth in other provisions of this Declaration):

(i) the Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any signature, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document whether in its original form or in the form of a PDF reasonably believed by it to be genuine and to have been signed, sent or presented by the proper party or parties;

(ii) any direction or act of the Depositor acting on behalf of or in connection with the Trust as contemplated by this Declaration shall be sufficiently evidenced by an Officer’s Certificate of the Depositor;

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(iii) whenever in the administration of this Declaration, the Trustee shall deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Trustee (unless other evidence is herein specifically prescribed) may request and, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate of the Person charged with such proof or establishment;

(iv) except as expressly set forth in Section 7.1, the Trustee (in its capacity as such) shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement or any filing under tax or securities laws) or any re-recording, re-filing or re-registration thereof;

(v) the Trustee may consult with counsel or other experts of its own selection and the advice or opinion of such counsel and experts with respect to legal matters or advice within the scope of such experts’ area of expertise shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and in accordance with such advice or opinion; such counsel may be counsel to the Depositor or any of its Affiliates, and may include any of its employees;

(vi) the Trustee shall have the right at any time to seek instructions concerning the administration of this Declaration from any court of competent jurisdiction;

(vii) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration or at the request or direction of any Holder or the Depositor, unless (A) such Holder or the Depositor shall have provided to the Trustee security and indemnity, reasonably satisfactory to the Trustee, against the costs, expenses (including reasonable attorneys’ fees and expenses and the reasonable expenses of the Trustee’s agents, nominees or custodians), disbursements and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be requested by the Trustee, and (B) the Trustee has been provided with the legal opinions, if any, required by this Declaration (the cost of which shall be paid by the Holder or the Depositor directing the Trustee to act);

(viii) the Trustee shall not be bound to make any investigation into the facts or matters stated in any signature, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document. The Trustee need not investigate any fact or matter stated in any such document, including verifying the correctness of any numbers or calculations, but the Trustee, in its reasonable discretion, may make such further inquiry or investigation into such facts or matters as it may deem necessary at the expense of the Trust and shall incur no liability of any kind by reason of such inquiry or investigation;

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(ix) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, custodians, nominees or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, custodian, nominee or attorney appointed with due care by it hereunder (so long as any such agent is not an Affiliate of the Trustee);

(x) the Trustee shall be under no obligation to supervise or monitor, and shall assume no personal liability for, the actions of the Depositor in connection with its duties under this Declaration or in connection with the Trust generally;

(xi) any action taken by the Trustee or its agents hereunder shall bind the Trust and the Holders, and the signature of the Trustee or its agents alone shall be sufficient and effective to perform any such action and no third party shall be required to inquire as to the authority of the Trustee to so act or as to its compliance with any of the terms and provisions of this Declaration, both of which shall be conclusively evidenced by the Trustee’s or its agent’s taking such action;

(xii) subject to Section 10.4, whenever in the administration of this Declaration the Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Trustee (A) shall request instructions from a Majority of Holders (unless another provision of this Declaration requires the consent of a greater proportion of the Holders, in which case it shall request instructions from such greater proportion of the Holders), (B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (C) shall be fully protected and shall be treated as acting reasonably in conclusively relying on or acting in accordance with such instructions and in not acting, to the extent instructions are not received within a specified period;

(xiii) except as otherwise expressly provided by this Declaration, the Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Declaration;

(xiv) the Trustee shall not be required to take any action if the Trustee shall reasonably determine, or shall be advised by counsel, that such action is likely to result in personal liability for the Trustee or is contrary to applicable law or the terms of this Declaration;

(xv) under no circumstances shall the Trustee be liable for indebtedness evidenced by or arising under any of the documents to which the Trust or the Trustee is a party, including the Trust Securities;

(xvi) the Trustee shall have no obligation or liability to perform the obligations of the Trust under this Declaration or any other document to which the Trust or the Trustee is a party that are required to be performed by other Persons, including the Depositor;

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(xvii) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and

(xviii) the Trustee may request that the Depositor deliver a certificate setting forth the names of individuals and titles of officers authorized at such time to take specified actions on behalf of the Depositor pursuant to this Declaration, which certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(b) Except for those actions that the Trustee is required to take hereunder without written direction, the Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder or under any Transaction Agreement that requires written direction in the absence of such written direction as provided hereunder regardless of the consequences of the failure to take such action. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration or to institute, conduct or defend any litigation under this Declaration or in relation to this Declaration or to honor the request or direction pursuant to this Declaration unless the directing party shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by it, its agents and its counsel in compliance with such request or direction.

(c) No provision of this Declaration shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation.

(d) Under no circumstance shall the Trustee be personally liable for any representation, warranty, covenant, obligation or indebtedness of the Trust.

(e) Each of the parties hereto hereby agrees and, as evidenced by its acceptance of any benefits hereunder, each Holder or beneficial owner of the Trust Securities agrees that the Trustee in any capacity (i) has not provided and shall not provide in the future, any advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications and consequences of the formation, funding and ongoing administration of the Trust, including, but not limited to, income, gift and estate tax issues, insurable interest issues, risk retention issues, doing business or other licensing matters and the initial and ongoing selection and monitoring of financing arrangements and (ii) has not made any investigation as to the accuracy of any representations, warranties or other obligations of the Trust under the Transaction Agreements.

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(f) The Trustee shall not be deemed to have knowledge of any fact or event unless a Responsible Officer of the Trustee has obtained “actual knowledge” thereof or unless a Responsible Officer of the Trustee has received a written notice of such fact or event. The term “actual knowledge” as used herein shall mean the actual fact or statement of knowing by a Responsible Officer of the Trustee without independent investigation with respect thereto. Except for reports prepared by the Trustee pursuant to an express provision of a Transaction Agreement, the delivery of reports or other information does not constitute actual knowledge.

(g) [Reserved].

(h) The Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in any disclosure or offering document, including the Offering Memorandum, or in any other document issued or delivered in connection with the sale or transfer of the Trust Securities.

Section 4.8. Multiple Roles. The parties expressly acknowledge and consent to BNYM acting in the capacity of Trustee hereunder and as the Senior Secured Notes Trustee under the Senior Secured Notes Indenture and to its affiliate. The Bank of New York Mellon, acting as Securities Intermediary under the Pledge Agreement. Each of the Trustee, the Securities Intermediary, the LC Securities Intermediary and the Senior Secured Notes Trustee may, in such capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent any such conflict or breach arises from the performance by the Trustee of express duties set forth in this Declaration and Securities Intermediary of express duties set forth in the Vistra Pledge Agreement, the LC Securities Intermediary under the LC Pledge Agreement or the Senior Secured Notes Trustee of express duties set forth in the Facility Agreement and in the Senior Secured Notes Indenture, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto and the Holders.

Section 4.9. USA PATRIOT Act. The parties hereto acknowledge that in accordance with the requirements under the USA PATRIOT Act and its implementing regulations (collectively, the “Patriot Act”), the Trustees, in order to help fight the funding of terrorism and money laundering, are required to obtain, verify, and record information that identifies each Person that establishes a relationship or opens an account with the Trustees. Accordingly, each party hereto hereby agrees that it shall provide the Trustees with such information as the Trustees may reasonably request from time to time in order to comply with any applicable requirements of the Patriot Act, including, without limitation, each party’s name, physical address, tax identification number, organizational documents, certificate of good standing, license to do business or other pertinent identifying information.

Section 4.10. OFAC. Throughout the term of this Declaration, the Depositor: (a) will have in place and will implement policies and procedures designed to prevent violations of Sanctions (as defined below), including measures to accomplish effective and timely scanning of all relevant data with respect to its clients and with respect to incoming or outgoing assets or transactions relating to this Declaration; (b) shall ensure that neither the Depositor nor any of its subsidiaries, directors or officers, or, to its knowledge, its affiliates is an individual or entity that is, or is owned or controlled by an individual or entity that is: (i) the target or subject of Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, prohibited by Sanctions; and (iii) shall not, directly or indirectly, knowingly, use the services and/or Accounts in any manner that would result in a violation by the Depositor of Sanctions.

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The Depositor will promptly provide to the Trustee and the Delaware Trustee such information as the Trustee reasonably requests in connection with the matters referenced in this Clause, including information regarding the Depositor, the Accounts, the assets in relation to which services are to be provided and the source thereof, and the identity of any individual or entity having or claiming an interest therein. The Trustee and the Delaware Trustee may decline to act or provide services in respect of any Account, and take such other actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Clause. If the Trustee or the Delaware Trustee declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, the Trustee and the Delaware Trustee will inform the Depositor as soon as reasonably practicable.

The Depositor covenants and represents that neither it nor any of its subsidiaries, directors or officers, or, to its knowledge, its affiliates, is the target or subject of any sanctions enforced by the U.S. federal government (including, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions authority (collectively “Sanctions”). The Depositor covenants and represents that neither it nor any of its subsidiaries, directors or officers, or, to its knowledge, its affiliates, will knowingly use payments made pursuant to this Declaration, (A) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is prohibited by Sanctions, (B) to fund or facilitate any activities of or business with any country or territory that is prohibited by Sanctions, except to the extent permissible for an individual or entity required to comply with Sanctions, or (C) in any other manner, violating Sanctions by any person.

Section 4.11. Instruction by Electronic Means. For purposes of this provision “Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by a Trustee, or another method or system specified by a Trustee as available for use in connection with its services hereunder. A Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Declaration and delivered using Electronic Means; provided, however, that the Depositor shall provide to a Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Instructions Authorized Officers”) and containing specimen signatures of such Instructions Authorized Officers, which incumbency certificate shall be amended by such party, as applicable, whenever a person is to be added or deleted from the listing. If the Depositor elects to give a Trustee Instructions using Electronic Means and a Trustee in its discretion elects to act upon such Instructions, such Trustee’s understanding of such Instructions shall be deemed controlling. A Trustee may conclusively presume that directions that purport to have been sent by an Instructions Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Instructions Authorized Officer. The Depositor shall be responsible for ensuring that only Instructions

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Authorized Officers transmit such Instructions to a Trustee and the Depositor shall be solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by it, as applicable. A Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from such Trustee’s reliance upon and compliance with such Instructions notwithstanding if such directions conflict or are inconsistent with a subsequent Instruction. The Depositor agrees: (a) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (b) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Depositor; (c) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (d) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Section 4.12. Corporate Actions. Whenever Trust Securities (including, but not limited to, warrants, options, conversions, subscriptions, takeovers, other forms of capital reorganizations, redemptions, tenders, options to tender or non-mandatory puts or calls) confer optional rights on the Majority of Holders or provide for discretionary action or alternative courses of action by the Majority of Holders, the Majority of Holders shall be responsible for making any decisions relating thereto and for instructing the Trustee to act. In order for the Trustee to act, it must receive the Majority of Holders’ Corporate Action Instructions (defined below) at the Trustee’s offices, by the deadline specified by the Trustee, in its sole discretion, from time to time. If the Trustee does not receive such written instructions prior to its specified deadlines, the Trustee shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities. As used herein, “Corporate Action Instructions” shall mean instructions delivered to Trustee by electronic methods), other than e-mail. Corporate Action Instructions sent by facsimile shall be sent to the following number 844-299-3627 (which such number may be changed from time to time as Trustee may designate in writing).

If the Majority of Holders elects to transmit instructions, including Corporate Action Instructions (“Instructions”), through an on-line communication system electronic platform offered by the Trustee or an Affiliate of the Trustee, such access to and use thereof shall be subject to any the terms and conditions contained in a separate written agreement. The Majority of Holders shall each be responsible for requesting access to any such electronic platform and completing the documentation required for such access and nothing herein shall obligate the Trustee to ensure any such access. Should the Majority of Holders fail to, or elect not to, avail itself of such access, neither the Trustee nor any Affiliate of the Trustee accepts any responsibility whatsoever for any Losses arising as a result of the lack of such access in connection with its services under this Declaration. Notwithstanding any other provision of this Declaration, whenever the Trustee is required to deliver any notice or information to the Majority of Holders, under the terms of this Declaration, it may do so by making the relevant notice or information available to such party via an electronic platform operated by the Trustee or an Affiliate of the Trustee. If the Majority of Holders elects (with the Trustee’s prior consent) to transmit Instructions through an on-line communications service owned or operated by a third party, the Majority of Holders agrees that the Trustee shall not be responsible or liable for the reliability or availability of any such service.

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Article V

THE TRUST SECURITIES

Section 5.1. Description of the Trust Securities.

(a) The specific rights, powers and terms of the Trust Securities shall be as set forth in this Declaration. Each Trust Security shall represent an undivided beneficial interest in the Trust Property, and distributions shall be made in respect of the Trust Securities at the times and in the amounts specified in this Declaration.

(b) Each Trust Security shall have an initial purchase price of $1,000, with a minimum purchase amount of $250,000. Unless otherwise specified in this Declaration, the Trust Securities shall be issued as definitive Trust Securities in substantially the form attached as Exhibit B with appropriate insertions, modifications and omissions, as provided herein.

(c) Unless otherwise specified in this Declaration, each Trust Security shall bear a legend as described in the form of Certificate attached as Exhibit B. The Trust Securities may be endorsed with or have incorporated into the text thereof such other legends or recitals not inconsistent with the provisions of this Declaration as may be required by the Trustee, or required to comply with any applicable law or regulation. The Depositor shall furnish the Trustee with all information necessary for the completion of any legend on the Trust Securities required by the federal income taxation or securities laws or regulations to the extent such information is obtainable at the time of original issuance of the Trust Securities.

(d) The Trust Securities shall be typewritten, printed, lithographed or engraved (with or without steel engraved borders), or produced by any combination of the foregoing methods.

(e) The Trust Securities issued and sold as contemplated herein and in the Trust Securities Purchase Agreement shall be deemed to be duly issued, fully paid and, to the fullest extent permitted by applicable law, nonassessable.

(f) All Trust Securities shall represent an equal proportionate beneficial interest in the assets belonging to the Trust (subject to the liabilities of the Trust), and each Trust Security shall be equal to each other Trust Security.

Section 5.2. Execution of Certificates. The Trust Securities shall be executed by the Trustee on behalf of the Trust by the manual, facsimile or electronic signature of an authorized signatory of the Trustee, with the Trustee acting not in its individual capacity but solely as trustee of the Trust. On the date hereof, the Trustee shall execute and deliver one or more of the Certificates evidencing 450,000 Trust Securities to or upon the order of the Initial Purchasers. Trust Securities bearing the signature of an individual that was an authorized signatory of the Trustee at the time of execution thereof shall constitute valid Trust Securities, notwithstanding that any such individual has ceased to hold such office at any time thereafter. All Trust Securities shall be dated the date of their execution and delivery.

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Section 5.3. Registration of Certificates. The Trustee shall keep or cause to be kept at the Corporate Trust Office a Register in which, subject to such reasonable regulations as the Trustee may prescribe and subject to Section 5.5, the Trustee shall provide for the registration of ownership of the Trust Securities and of transfers and exchanges of the Trust Securities as provided in Section 5.4.

Section 5.4.Transfer and Exchange of Trust Securities.

(a) Subject to Section 5.5 and Section 5.16, a Holder may transfer any Trust Security at the Corporate Trust Office upon the surrender of such Trust Security, together with the form of transfer endorsed thereon duly completed and executed, and otherwise in accordance with the provisions of this Declaration. Each new Trust Security to be issued shall be available for delivery within two Business Days of receipt by the Trustee at the Corporate Trust Office of the relevant Trust Security and the form of transfer.

(b) Each Trust Security issued upon any registration of transfer or exchange of Trust Securities shall evidence rights to receive the same distributions in accordance with this Declaration and shall be entitled to the same benefits as the original Trust Security surrendered upon such registration of transfer or exchange. A transferee of a Trust Security shall become a Holder, and shall be entitled to the rights and subject to the obligations of a Holder hereunder, upon due registration of such Trust Security in such transferee’s name pursuant to this Section 5.4.

(c) Every Trust Security presented for registration of transfer or exchange shall, if so requested by the Trustee, be duly endorsed or be accompanied by a written instrument of transfer in a form satisfactory to the Trustee and duly executed by either the Holder or such Holder’s attorney duly authorized in writing. Each Trust Security surrendered for registration of transfer or exchange shall be cancelled and subsequently destroyed by the Trustee in accordance with its customary practices in effect from time to time.

(d) No service charge shall be made for any transfer or exchange of Trust Securities, but the Trustee may require payment by the Holder requesting such action of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with such transfer or exchange and may require the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature. The Trustee may also require compliance with the requirements described herein and with such regulations as the Trustee may reasonably establish consistent with the provisions of this Declaration.

(e) If at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliated Owner/Holder”) is the beneficial owner or Holder of any Trust Securities and the Trust holds a Like Amount of Senior Secured Notes, such Depositor Affiliated Owner/Holder shall have the right to deliver to the Trustee all or such portion of its Trust Securities as it elects (the “Exchanged Trust Securities”) and receive, in exchange therefor, a Like Amount of Senior Secured Notes (the “Exchanged Senior Secured Notes”). Such election

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(i) shall be exercisable effective on any Business Day by such Depositor Affiliated Owner/Holder delivering to the Trustee a written notice of such election specifying the aggregate number of Exchanged Trust Securities and the Business Day on which such exchange shall occur, which Business Day shall be not less than five Business Days after the date of receipt by the Trustee of such election notice (or such shorter notice period as shall be acceptable to the Trustee) and (ii) shall be conditioned upon such Depositor Affiliated Owner/Holder having delivered or caused to be delivered to the Trustee or its designee the Exchanged Trust Securities by 10:00 a.m. on the Business Day on which such exchange is to occur. After the exchange, the Exchanged Trust Securities shall be cancelled and shall no longer be deemed to be Outstanding and all rights of the Depositor Affiliated Owner/Holder with respect to the Exchanged Trust Securities shall cease. In the case of an exchange under this Section 5.4(e), the Trust shall, on the date of such exchange, exchange the Exchanged Senior Secured Notes for the Exchanged Trust Securities held by the Depositor Affiliated Owner/Holder; provided that the Depositor Affiliated Owner/Holder delivers or causes to be delivered to the Trustee or its designee the Exchanged Trust Securities by 10:00 a.m. on the Business Day on which such exchange is to occur.

Section 5.5. Restrictions on Transfer of the Trust Securities.

(a) The Trust Securities may be sold or otherwise transferred only to a Person (an “Eligible Purchaser”): who is (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act; (ii) a “qualified purchaser” as defined under Section 2(a)(51) of the Investment Company Act; (iii) and each person for which it is acting, not formed, reformed or recapitalized for the purpose (within the meaning of the Investment Company Act and the rules, regulations and interpretative guidance issued thereunder) of investing in the Trust or the Senior Secured Notes (unless all of the beneficial owners of such entity’s securities are both qualified institutional buyers and qualified purchasers); (iv) and each person for which it is acting, not a participant-directed employee plan, such as a 401(k) plan, or a trust holding the assets of such plan, unless the investment decisions with respect to such plan are made solely by the fiduciary, trustee or sponsor of such plan; (v) and each account for which it is purchasing or otherwise acquiring the Senior Secured Notes (or beneficial interests therein), to purchase, hold or transfer at least $250,000 of the Senior Secured Notes (or beneficial interests therein); (vi) if it, or any person for which it is acting, is an investment company excepted from the Investment Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereof (or a foreign investment company under Section 7(d) thereof relying on Section 3(c)(1) or 3(c)(7) with respect to its holders that are U.S. persons) and was formed on or before April 30, 1996, it has received the consent of its beneficial owners who acquired their interests on or before April 30, 1996, with respect to its treatment as a qualified purchaser in the manner required by Section 2(a)(51)(C) of the Investment Company Act and the rules promulgated thereunder; (vii) and each person for which it is acting, not a partnership, common trust fund, or corporation, special trust, pension fund or retirement plan, or other entity, in which the partners, beneficiaries, beneficial owners, participants, shareholders or other equity owners, as the case may be, may designate the particular investments to be made, or the allocation thereof unless all such partners, beneficiaries, beneficial owners, participants, shareholders or other equity owners are both qualified institutional buyers and qualified purchasers; (viii) and each person for which it is acting, has not invested more than 40% of its assets in the Senior Secured Notes (or beneficial interests therein) and/or other securities of the Trust after giving effect to the purchase of this Senior Secured Notes (or beneficial interests therein) (unless all of the beneficial owners of such entity’s

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securities are both qualified institutional buyers and qualified purchasers); (ix) knowledgeable, sophisticated and experienced in business and financial matters; (x) able and prepared to bear the economic risk of investing in and holding the Trust Securities for an indefinite period; and (xi) not (A) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to ERISA or a plan described in Section 4975 of the Code, (B) a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) or a non-U.S. plan (as described in Section 4(b)(4) of ERISA) that is subject to similar provisions under applicable federal, state, local, non-U.S. or other laws (collectively, “Similar Laws”), (C) an entity whose underlying assets are considered to include plan assets of any such plans, pursuant to Section 3(42) of ERISA, Department of Labor regulations or otherwise or (D) a broker-dealer which owns and invests on a discretionary basis less than $25,000,000 in securities of unaffiliated issuers.

(b) By purchasing or acquiring any Trust Securities or beneficial interest therein, each purchaser or acquirer shall be deemed to represent to, covenant to and agree (or, if such Person is acquiring any Trust Securities for the account of one or more other Persons over which such Person has investment discretion, such Person shall be deemed to represent and agree for each such other person) with the Trust as follows:

(i) that any purchase of Trust Securities made by such purchaser is for its own account or for the account of one or more other Persons that is an Eligible Purchaser and for which it is acting as trustee or agent with complete investment discretion and with authority to bind such party;

(ii) that such purchase is not made with a view to any public resale or distribution thereof;

(iii) that such purchaser is an Eligible Purchaser, and that the seller of the Trust Securities may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act;

(iv) that the Trust Securities and the Senior Secured Notes, if and when issued and sold to the Trust, have not been, and will not be registered under the Securities Act or applicable securities laws of any state or other jurisdiction and, accordingly, such purchaser of Trust Securities and the Senior Secured Notes, if and when issued and sold to the Trust, may not offer, sell, pledge, hypothecate or otherwise transfer such Trust Securities and the Senior Secured Notes, if and when issued and sold to the Trust, except pursuant to an exemption from or a transaction exempt from, the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction and only pursuant to the procedures set forth in this Declaration;

(v) that the Trust is not registered as an investment company under the Investment Company Act, and is exempt from registration as such by virtue of Section 3(c)(7) of the Investment Company Act, which excludes from the definition of investment company any issuer whose outstanding securities (other than short-term paper) are beneficially owned exclusively by Persons that are qualified purchasers and which has not made and does not propose to make a public offering of its securities;

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(vi) that if the prospective purchaser or acquirer is not an Eligible Purchaser that satisfies the requirements or representations contained in this Declaration at the time it purchases or acquires the Trust Securities or an interest therein, the purchaser or acquirer will, upon demand of the Trust and in any event within 10 Business Days after receiving such demand, sell all of its Trust Securities or interests therein to a transferee whom such purchaser or acquirer and the Trust reasonably believe is an Eligible Purchaser that satisfies the requirements or representations contained in this Declaration; that any purported purchase or transfer of the Trust Securities in violation of such measures will be null and void; and that the Trust may withhold all payments in respect of the Trust Securities from Holders who fail to satisfy the foregoing;

(vii) that the Offering Memorandum distributed to prospective purchasers of Trust Securities was prepared solely for the benefit of prospective Eligible Purchasers, in connection with their potential purchase of the Trust Securities in a private placement; and that, except as expressly permitted by such Offering Memorandum, the prospective purchaser shall not reproduce or distribute the Offering Memorandum, in whole or in part, or disclose any of its contents, to any other person;

(viii) that in making decisions as to whether to purchase or sell any Trust Securities or, if issued and sold to the Trust, the Senior Secured Notes, such purchaser must rely on its own examination of the Trust, Vistra Operations and the terms of the Trust Securities and the Senior Secured Notes; and that such purchaser has had access to such financial and other information concerning Vistra Operations, the Trust, the Trust Securities and the Senior Secured Notes as it has deemed necessary in connection with its decision to purchase any of the Trust Securities, including an opportunity to ask questions of and request information from Vistra Operations, and it has received and reviewed all information that was requested;

(ix) that such purchaser agrees to comply with any other transfer restrictions or other related procedures as described in the Offering Memorandum;

(x) that the Trust and Vistra Operations will rely upon the truth and accuracy of the investment representations and agreements contained in this Declaration, and such purchaser agrees that its receipt of the Trust Securities and the Senior Secured Notes, if and when issued and sold to the Trust, will be deemed to constitute its concurrence in all of the foregoing, which will be binding on such purchaser and each party for which such purchaser is acting as set forth in Section 5.5(b)(i);

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(xi) that such purchaser agrees (A) to inform the Trust and Vistra Operations promptly of any change in the information and representations and warranties specified in this Declaration relating to such purchaser or to any party for whom it is acting, (B) to supply promptly any documentation, including any opinions of counsel, requested by the Trust at any time to confirm any of the representations and warranties made in this Declaration and (C) to deliver to the Trust and Vistra Operations such other representations and covenants as to such matters as Vistra Operations may, in the future, request in order to comply with applicable law and the availability of any exemption therefrom;

(xii) that such purchaser will provide notice of the transfer restrictions applicable to the Trust Securities or, if issued and sold to the Trust, the Senior Secured Notes, to any subsequent Person to whom it transfers the Trust Securities or, if issued and sold to the Trust, the Senior Secured Notes, and will transfer the Trust Securities only to investors in the United States, Bermuda, the British Virgin Islands, Canada, the Cayman Islands, the European Economic Area, Hong Kong, Japan, Korea, Singapore, Switzerland, Taiwan, the United Arab Emirates and the United Kingdom in compliance with the applicable securities laws of those jurisdictions;

(xiii) that a restrictive legend to the following effect shall be placed on the Certificates and stop-transfer instructions shall be issued to the transfer agent for the Trust Securities, unless the Trustee determines otherwise in accordance with applicable law:

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON WHO IS (A) A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT); (B) A “QUALIFIED PURCHASER” (AS DEFINED UNDER SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”)); (C) AND EACH PERSON FOR WHICH IT IS ACTING, NOT FORMED, REFORMED OR RECAPITALIZED (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT AND THE RULES, REGULATIONS AND INTERPRETATIVE GUIDANCE ISSUED THEREUNDER) FOR THE PURPOSE OF INVESTING IN THE TRUST OR THE SENIOR SECURED NOTES (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE BOTH QUALIFIED INSTITUTIONAL BUYERS AND QUALIFIED PURCHASERS); (D) AND EACH PERSON FOR WHICH IT IS ACTING, NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR A TRUST HOLDING THE ASSETS OF SUCH PLAN, UNLESS THE INVESTMENT DECISIONS WITH RESPECT TO SUCH PLAN ARE MADE SOLELY BY THE FIDUCIARY, TRUSTEE OR SPONSOR OF SUCH PLAN; (E) AND EACH ACCOUNT FOR WHICH IT IS PURCHASING OR OTHERWISE ACQUIRING THE SENIOR SECURED NOTES (OR BENEFICIAL

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INTERESTS THEREIN), TO PURCHASE, HOLD OR TRANSFER AT LEAST $250,000 OF THE SENIOR SECURED NOTES (OR BENEFICIAL INTERESTS THEREIN); (F) IF IT, OR ANY PERSON FOR WHICH IT IS ACTING, IS AN INVESTMENT COMPANY EXCEPTED FROM THE INVESTMENT COMPANY ACT PURSUANT TO SECTION 3(c)(1) OR SECTION 3(c)(7) THEREOF (OR A FOREIGN INVESTMENT COMPANY UNDER SECTION 7(d) THEREOF RELYING ON SECTION 3(c)(1) OR 3(c)(7) WITH RESPECT TO ITS HOLDERS THAT ARE U.S. PERSONS) AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED THE CONSENT OF ITS BENEFICIAL OWNERS WHO ACQUIRED THEIR INTERESTS ON OR BEFORE APRIL 30, 1996, WITH RESPECT TO ITS TREATMENT AS A QUALIFIED PURCHASER IN THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE INVESTMENT COMPANY ACT AND THE RULES PROMULGATED THEREUNDER; (G) AND EACH PERSON FOR WHICH IT IS ACTING, NOT A PARTNERSHIP, COMMON TRUST FUND, OR CORPORATION, SPECIAL TRUST, PENSION FUND OR RETIREMENT PLAN, OR OTHER ENTITY, IN WHICH THE PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS, PARTICIPANTS, SHAREHOLDERS OR OTHER EQUITY OWNERS, AS THE CASE MAY BE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE MADE, OR THE ALLOCATION THEREOF UNLESS ALL SUCH PARTNERS, BENEFICIARIES, BENEFICIAL OWNERS, PARTICIPANTS, SHAREHOLDERS OR OTHER EQUITY OWNERS ARE BOTH QUALIFIED INSTITUTIONAL BUYERS AND QUALIFIED PURCHASERS; (H) AND EACH PERSON FOR WHICH IT IS ACTING, HAS NOT INVESTED MORE THAN 40% OF ITS ASSETS IN THE SENIOR SECURED NOTES (OR BENEFICIAL INTERESTS THEREIN) AND/OR OTHER SECURITIES OF THE TRUST AFTER GIVING EFFECT TO THE PURCHASE OF THIS SENIOR SECURED NOTE (OR BENEFICIAL INTERESTS THEREIN) (UNLESS ALL OF THE BENEFICIAL OWNERS OF SUCH ENTITY’S SECURITIES ARE BOTH QUALIFIED INSTITUTIONAL BUYERS AND QUALIFIED PURCHASERS); (I) KNOWLEDGEABLE, SOPHISTICATED AND EXPERIENCED IN BUSINESS AND FINANCIAL MATTERS; (J) ABLE AND PREPARED TO BEAR THE ECONOMIC RISK OF INVESTING AND HOLDING THE TRUST SECURITIES FOR AN INDEFINITE PERIOD; AND (K) NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), THAT IS SUBJECT TO ERISA, A PLAN DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, (II) A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) OR A NON-U.S. PLAN (AS DESCRIBED IN SECTION 4(B)(4) OF ERISA) THAT IS NOT SUBJECT TO THE REQUIREMENTS OF ERISA OR THE CODE BUT IS SUBJECT TO SIMILAR PROVISIONS UNDER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS (“SIMILAR LAWS”), (III) AN ENTITY WHOSE UNDERLYING

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ASSETS ARE CONSIDERED TO INCLUDE PLAN ASSETS OF ANY SUCH PLANS PURSUANT TO SECTION 3(42) OF ERISA, DEPARTMENT OF LABOR REGULATIONS OR OTHERWISE OR (IV) A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS.

THE SECURITIES EVIDENCED HEREBY MAY BE TRANSFERRED ONLY TO A PERSON WHO THE TRUST REASONABLY BELIEVES QUALIFIES AS A TRANSFEREE PURSUANT TO THE PRECEDING PARAGRAPH. ANY PURPORTED TRANSFER OF SECURITIES OF THE TRUST THAT WOULD VIOLATE THESE TRANSFER RESTRICTIONS IS DEEMED BY THE TRUST’S AMENDED AND RESTATED DECLARATION OF TRUST (THE “TRUST DECLARATION”) TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY INTENDED TRANSFEREE IN SUCH A PURPORTED TRANSFER SHALL NOT BECOME OR BE THE HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE RECEIPT OF DISTRIBUTIONS ON SUCH SECURITIES, AND SUCH INTENDED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES. IN SUCH A CASE, THE PURPORTED TRANSFEROR IS DEEMED BY THE TRUST DECLARATION TO CONTINUE TO BE THE HOLDER OF THE SECURITIES NOTWITHSTANDING THE PURPORTED TRANSFER OF THE SECURITIES.

THE TRUST RESERVES THE RIGHT TO MODIFY THE FORM OF CERTIFICATES EVIDENCING THE TRUST SECURITIES FROM TIME TO TIME TO REFLECT ANY CHANGES IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THEIR PURCHASE OR RESALE. THE TRUST SECURITIES AND RELATED DOCUMENTATION, INCLUDING THIS LEGEND, MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THE TRUST SECURITIES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF SECURITIES SUCH AS THE TRUST SECURITIES GENERALLY. EACH HOLDER OF THIS CERTIFICATE SHALL BE DEEMED, BY THE ACCEPTANCE OF THIS CERTIFICATE, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO A NOMINEE OF DTC, BY A NOMINEE OF DTC TO DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR TO DTC OR ANY NOMINEE OF SUCH A SUCCESSOR.

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UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

(xiv) that from the date of acquisition of the Trust Securities (or interest therein) throughout the period of holding such Trust Securities (or interest therein), it is not, and it is not acquiring or holding such Trust Securities (or interest therein), with the assets of, (A) any employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to ERISA or any plan described in Section 4975 of the Code, (B) a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) or a non-U.S. plan (as described in Section 4(b)(4) of ERISA) that is subject to Similar Laws or (C) any entity whose underlying assets are considered to include plan assets of any such plans pursuant to Section 3(42) of ERISA, Department of Labor regulations or otherwise;

(xv) that it waives any objection to the exercise of the Issuance Right and confirms, acknowledges and agrees that (A) it is making an investment decision with respect to Vistra Operations and the Senior Secured Notes at the time of its purchase of the Trust Securities, (B) Vistra Operations may, at any time and for any reason, exercise its right under the Facility Agreement to require the Trust to purchase the Senior Secured Notes up to the Maximum P-Caps Outstanding Amount, in exchange for the delivery by the Trust of all or a portion of the Eligible Assets corresponding to the portion of the Issuance Right being exercised at such time, (C) the Issuance Right will be deemed to be exercised automatically, and Vistra Operations may be required to exercise such Issuance Right under a Mandatory Exercise, in which case the Trust will be required to purchase the Senior Secured Notes, and the Holders and beneficial owners of the Trust Securities will not have the benefit of the Eligible Assets, (D) Vistra Operations’ condition, financial or otherwise, may have deteriorated at the time of exercise of such Issuance Right and (E) if such Issuance Right is exercised for the entire Available Amount and the Repurchase Right has terminated, the Trust will be liquidated and the Holders will thereafter hold only the Senior Secured Notes;

(xvi) that it understands and acknowledges that BNYM will act in the capacity of Trustee hereunder (and BNYM’s affiliate BNY Mellon Trust of Delaware will act as Delaware Trustee hereunder), and will also act as Senior Secured Notes Trustee under the Facility Agreement, and agrees and consents that BNYM may, in such capacities, discharge its separate functions fully, without

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hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties, to the extent that any such conflict or breach arises from the performance by BNYM of its express duties set forth herein, the Pledge Agreement or the Facility Agreement, all of which defenses, claims or assertions are waived by the Holders and the parties hereunder and the parties to the Pledge Agreement and the Facility Agreement; and

(xvii) that, to the fullest extent permitted by applicable law, it waives, forfeits and surrenders any right it may have, on any basis or theory, to object or seek to restrain or prohibit, temporarily or permanently, whether upon occurrence of a Bankruptcy Event or otherwise, (A) the Trust from purchasing the Senior Secured Notes in exchange for the delivery by the Trust of the Eligible Assets in accordance with the Facility Agreement, including, but not limited to, upon the occurrence of an Automatic Exercise, Mandatory Exercise and whether or not a Bankruptcy Event has occurred, (B) Vistra Operations from delivering or the Trust from receiving the Eligible Assets in exchange for the Senior Secured Notes in accordance with the Facility Agreement upon a Repurchase and (C) the Trust from redeeming the Trust Securities in accordance with Section 5.10 upon exercise of the Optional Redemption.

(c) No Trust Securities shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Declaration. Any purported transfer of Trust Securities not made in accordance with this Declaration (including any transfer that violates Section 5.4, this Section 5.5 or Section 5.16) shall be void and of no legal effect whatsoever. Any intended transferee in a purported transfer not made in accordance with this Declaration (including any transfer that violates Section 5.4, this Section 5.5 or Section 5.16) shall be deemed not to be the Holder or beneficial owner of such Trust Securities or any other interest in the Trust for any purpose, including the receipt of Distributions and any other payments on such Trust Securities, and shall be deemed to have no interest whatsoever in such Trust Securities or in the Trust. The purported transferor of such Trust Securities shall be deemed to be the Holder and beneficial owner of such Trust Securities for all purposes notwithstanding its purported transfer of such Trust Securities. The Transfer Agent shall not register the issuance of, the transfer of or exchange any of the Trust Securities not made in accordance with this Declaration (including any transfer that violates Section 5.4, this Section 5.5 or Section 5.16).

Section 5.6. Mutilated,Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificates are surrendered to the Trustee, or if the Trustee shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there shall be delivered to the Trustee such security or indemnity as may be required by them to keep each of the Trustee and the Trust harmless; then, in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, the Trustee on behalf of the Trust shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like denomination. In connection with the issuance of any new Certificate under this Section 5.6, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section 5.6 shall constitute conclusive evidence of an ownership interest in the relevant Trust Securities, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

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Section 5.7. Deemed Holders. Except as otherwise provided by law, but without prejudice to Section 5.5, the Trustee may treat the Person in whose name any Certificate shall be registered on the Register as the sole Holder of such Certificate and of the Trust Securities represented by such Certificate for purposes of receiving Distributions and for all other purposes whatsoever and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Certificate or in the Trust Securities represented by such Certificate on the part of any Person, whether or not the Trust shall have actual or other notice thereof.

Section 5.8.Distributions.

(a) All Distributions on the Trust Securities shall be made in accordance with this Section 5.8, other than those Distributions made in accordance with Section 5.10 in connection with an Optional Redemption or Voluntary Exercise as to which Vistra Operations has made a Cash Settlement Election, or in accordance with Section 8.2 in connection with the dissolution or liquidation of the Trust; provided that, notwithstanding the foregoing, if the Trust Dissolution Date occurs following any record date for a Distribution to Holders and prior to the related Distribution Date, in lieu of this Section 5.8, the provisions of Section 8.2 shall apply. All Distributions to Holders made in accordance with this Section 5.8 shall be subject to the priorities set forth in Section 5.8(b).

(b) (i) The Trustee shall distribute all Trust Income held in the Property Account by 3:00 p.m. on each Distribution Date, if (A) the Trust has received all payments due on such date with respect to the Eligible Assets that are not Defaulted Eligible Assets (including Substitute Payments due on any Designated Securities or Counterparty Securities) and Vistra Operations has paid for all Defaulted STRIPS required to be purchased at their Face Amount from the Trust and has paid any amount required to be paid to the Trust in respect of any Defaulted Payments on any Defaulted Treasuries pursuant to Section 5.3 of the Facility Agreement and (B) the Trust has received all amounts due under the Facility Agreement, the Trust Expense Reimbursement Agreement and the Senior Secured Notes, in each case, by 12:00 p.m. on such day, in accordance with the following priorities:

(1)	first, in payment of any Trustee’s Fee and any Trust Expenses then due and payable (to the<br>extent that such Trustee’s Fee or Trust Expenses are not paid out of any Remaining Amounts as required pursuant to Section 2.9(b));
(2)	second, in satisfaction of any other outstanding obligations of the Trust then due and payable<br>(including obligations of the Trust to the Trustee, not satisfied pursuant to Section 5.8(b)(i)(1)), pro rata among the creditors in accordance with the aggregate unpaid amount due to each; and
---	---
(3)	third, to the Holders, pro rata with respect to each Trust Security Outstanding on the<br>Record Date relating to such Distribution Date.
---	---

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(ii) If the Issuance Right has been exercised for settlement on such Distribution Date, the Trustee shall deliver the Notes Purchase Price to Vistra Operations, including any Cash Settlement Election, pursuant to the terms and conditions of the Facility Agreement, prior to distributing any Trust Income to the Holders or other creditors of the Trust.

(iii) If (A) the Trustee has not received all payments due on any Distribution Date with respect to the Eligible Assets that are not Defaulted Eligible Assets (including Substitute Payments due on any Designated Securities or Counterparty Securities) or Vistra Operations has not paid for all Defaulted STRIPS required to be purchased at their Face Amount from the Trust or paid all amounts required to be paid to the Trust in respect of any Defaulted Payments on any Defaulted Treasuries pursuant to Section 5.3 of the Facility Agreement or (B) Vistra Operations has not paid any amount due under the Facility Agreement, the Trust Expense Reimbursement Agreement or the Senior Secured Notes before 12:00 p.m. but the Trustee has received all such payments (including the purchase price of any such Defaulted STRIPS and payments in respect of any such Defaulted Payments on any Defaulted Treasuries) prior to 5:00 p.m. on any Distribution Date, the entire distribution shall be made on the following Business Day, without any additional interest for the delay.

(iv) The Trustee shall apply the Remaining Amounts solely to pay the Trustee’s Fee and Trust Expenses and the Trustee shall not apply any Trust Income to pay any Trustee’s Fees or any Trust Expenses until the entire Remaining Amounts have been so applied.

(c) If amounts are not available to the Trust to make Distributions under Section 5.8(b)(i)(3) for a particular Distribution Period for any reason, the Trust shall have no obligation to make any Distribution on such Distribution Date, whether or not Distributions under Section 5.8(b)(i)(3) on the Trust Securities are made for any future Distribution Period, except to the extent provided for in Section 5.8(d) or Section 5.9.

(d) If (A) the Trustee has not received all payments due on any Distribution Date with respect to the Eligible Assets that are not Defaulted Eligible Assets (including Substitute Payments due on any Designated Securities or Counterparty Securities) or Vistra Operations has not paid for all Defaulted STRIPS required to be purchased at their Face Amount from the Trust or paid all amounts required to be paid to the Trust in respect of any Defaulted Payments on any Defaulted Treasuries pursuant to Section 5.3 of the Facility Agreement or (B) Vistra Operations has failed to pay any amount due under the Facility Agreement, the Trust Expense Reimbursement Agreement or the Senior Secured Notes, by 5:00 p.m. on any Distribution Date (such amounts in clause (A) or (B) above, the “Overdue Amounts”), the Trustee shall give prompt written notice thereof to Vistra Operations, and the Distribution specified in Section 5.8(b) that would otherwise be made on such Distribution Date shall be deferred as follows:

(i) If the Trustee receives all of the Overdue Amounts and the applicable Special Facility Fee within 30 days following such Distribution Date, the Trustee shall distribute, on the Business Day following receipt, all such amounts in accordance with this Declaration and the priorities specified in Section 5.8(b); provided that such Distribution shall be payable to the Holders of the Trust Securities as of the close of business on the Business Day immediately preceding the date of Distribution.

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(ii) If the Trustee does not receive all of the Overdue Amounts and the applicable Special Facility Fee, and the Trust has received notice for the exercise of the Issuance Right for the entire Available Amount for settlement within 30 days following such Distribution Date pursuant to the Facility Agreement, and no Trust Dissolution Date shall have occurred (in which event the procedures in Section 8.1(b) shall apply), as provided in the Facility Agreement (A) the Trust shall purchase the Senior Secured Notes issued by Vistra Operations (or in the case of any Cash Settlement Election, shall receive the applicable Cash Settlement Amount) in exchange for the Notes Purchase Price, (B) the applicable Special Facility Fee shall be due and payable and (C) payment by the Trust of the Notes Purchase Price shall be subject to set-off against any Overdue Amounts and Special Facility Fee (with the Eligible Assets included in the Notes Purchase Price being valued for the purpose of such set-off based on the proceeds received therefor by the Trust). The Trust shall have the power to liquidate Eligible Assets and any Substitute Deposits held by the Trust to cover such Overdue Amounts and Special Facility Fee, together with any Trust Expenses reasonably incurred in such liquidation or any other due and unpaid amounts specified in Section 5.8(b)(1) or (2), and, if the proceeds of such liquidation of Eligible Assets and Substitute Deposits are insufficient to cover any due and unpaid amounts specified in Section 5.8(b)(i)(1) or (2), to liquidate any Senior Secured Notes then held by the Trust. Any liquidation of Eligible Assets, Substitute Deposits or Senior Secured Notes shall be done in accordance with the provisions set forth in Section 5.9, and the Trustee shall distribute, on the Business Day following receipt, all such proceeds of such liquidation in accordance with this Declaration and the priorities specified in Section 5.8(b); provided that such Distribution shall be payable to the Holders of the Trust Securities as of the close of business on the Business Day immediately preceding the date of Distribution.

(iii) If the Trustee does not receive all of the Overdue Amounts and the applicable Special Facility Fee, and the Trust has not received notice for the exercise of the Issuance Right for the entire Available Amount for settlement within 30 days following such Distribution Date, an Automatic Exercise Event shall occur pursuant to the Facility Agreement and the provisions of Article VIII shall apply.

(e) In any year in which a Distribution Date is not a Business Day, the payment with respect to such Distribution Date shall be made on the following Business Day. The postponement of any payment with respect to such Distribution shall not affect the amount of any payment that Vistra Operations or the Trust is required to make on such Distribution Date.

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(f) Notwithstanding anything to the contrary in this Declaration, if any Trust Expenses are due and payable by the Trust on a date that is not a Distribution Date, the Trust shall pay such Trust Expenses prior to the next Distribution Date out of any advance received from Vistra Operations pursuant to the Trust Expense Reimbursement Agreement.

(g) On each date on which a Distribution is made pursuant to this Section 5.8, the Trustee shall provide written confirmation to Vistra Operations of the Trust Income received by the Trust that is distributed on such date, as well as the amount of Distributions made to the Holders on such date. The Trustee shall provide each Rating Agency a copy of such written confirmation.

Section 5.9. Liquidation of Eligible Assets and Senior Secured Notes.

(a) If the Trust is entitled to liquidate any Trust Property pursuant to Section 5.8(d):

(i) The Trustee shall first apply all Trust Income available on such date and any other funds available in the Property Account (including any Substitute Deposits) on the relevant date to make payments in respect of such Trust Expenses or any other expenses on such date in accordance with the priorities set forth in Section 5.8(b).

(ii) To the extent that the funds available in the Property Account and any Eligible Assets that can be set-off against the relevant expenses pursuant to Section 5.8 are insufficient to pay any due and unpaid amounts specified in Section 5.8(b)(i)(1) or (2), the Trustee, or agent, shall liquidate Eligible Assets in the open market, to the extent necessary for the proceeds to cover such due and unpaid amounts. The Trustee shall have no liability with respect to the adequacy of the price received in connection with said liquidation. The Eligible Assets to be liquidated shall be pro rata between Treasuries and each series of STRIPS comprising the Eligible Assets, in each case rounded to the nearest $1,000 in principal/face amount.

(iii) To the extent that the proceeds from the liquidation of Eligible Assets are insufficient to cover any due and unpaid amounts specified in Section 5.8(b)(i)(1) or (2) and the Trust holds any Senior Secured Notes, the Trust shall liquidate Senior Secured Notes in the open market, to the extent necessary for the proceeds to cover such due and unpaid amounts. Any liquidation of Senior Secured Notes will be made in accordance with commercially reasonable market standards, which may include retaining third-party agents at the expense of the Trust, and in compliance with applicable securities laws. The Trustee shall not be liable for the adequacy or sufficiency of the price obtained for such liquidation of Senior Secured Notes.

(b) Not later than 3:00 p.m. on the Business Day following its receipt of proceeds of all Trust Property to be liquidated pursuant to Section 5.9(a), the Trustee shall distribute such proceeds in accordance with the priorities specified in Section 5.8(b); provided that such Distribution shall be payable to the Holders of the Trust Securities as of the close of business on the Business Day immediately preceding the date of such Distribution.

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Section 5.10. Redemption.

(a) Subject to applicable law, upon the redemption by Vistra Operations of any Senior Secured Notes held by the Trust or any Voluntary Exercise for any Senior Secured Notes as to which Vistra Operations has made a Cash Settlement Election, the Trust shall redeem a Like Amount of Trust Securities at the Redemption Price on the Vistra Operations Payment Date, subject to the priorities of distribution set forth in Section 8.2(c); provided that (i) if the Vistra Operations Payment Date is the Trust Dissolution Date, the Vistra Operations Payment shall be distributed in accordance with Article VIII, and (ii) if the Trustee does not receive the Vistra Operations Payment prior to 12:00 p.m. on the Vistra Operations Payment Date, such Trust Securities shall be redeemed on the Business Day following the day the Trustee receives the Vistra Operations Payment.

(b) Vistra Operations shall provide a notice of redemption to the Trustee containing the information listed below, and, based solely on the information provided in such notice, a notice of redemption of the Trust Securities shall be given by the Trustee by first-class mail, postage prepaid, mailed not less than 10 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder’s address appearing in the Register. Each notice of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price or, if the Redemption Price cannot be calculated prior to the time the notice is required to be sent, a description of the manner in which the Redemption Price shall be determined;

(iii) the CUSIP number or CUSIP numbers of the Trust Securities affected;

(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the aggregate initial purchase price of the particular Trust Securities to be redeemed;

(v) that on the Redemption Date the Redemption Price will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accumulate on and after said date, except as provided in Section 5.10(d); and

(vi) if the Trust Securities are no longer in book-entry-only form, the place or places where the Certificates are to be surrendered for the payment of the Redemption Price.

(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the Vistra Operations Payment to be received on the Redemption Date. Redemptions of the Trust Securities shall be made and the Redemption Price shall be payable on each Redemption Date only to the extent that the Trust has received such Vistra Operations Payment.

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(d) If the Trustee gives a notice of redemption in respect of any Trust Securities, then, by 12:00 p.m., on the Redemption Date, subject to Section 5.10(c), the Trustee shall, with respect to Trust Securities represented by Global Certificates, irrevocably deposit with DTC, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and shall give DTC irrevocable instructions and authority to pay the Redemption Price to the Holders. With respect to Trust Securities that are not represented by Global Certificates, the Trustee, subject to Section 5.10(c), shall irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and shall give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holders upon surrender of their Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Register for the Trust Securities on the relevant Record Dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of Holders of Trust Securities so called for redemption shall cease, except the right of such Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date, but without interest, and such Trust Securities shall cease to be Outstanding. In the event that the Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date shall be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of any such delay), with the same force and effect as if made on such date.

(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, the particular Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Trust Securities not previously called for redemption on a pro rata basis or by any method the Trustee deems fair and appropriate; provided that so long as the Trust Securities are represented by Global Certificates, such selection shall be made in accordance with the procedures of the Depositary in accordance with its standard procedures therefor. The Trustee shall promptly notify the Security Registrar in writing of the Trust Securities selected for redemption.

(f) Vistra Operations shall give written notice to the Trustee of any Vistra Operations Payment Date at least 30 days but not more than 60 days prior thereto (unless a shorter notice shall be satisfactory to the Trustee).

Section 5.11. No Preemptive Rights. No Holder, by virtue of holding Trust Securities, shall have any preemptive or other right to subscribe to any additional Trust Securities.

Section 5.12. Status of the Trust Securities. Every Holder, by virtue of having become a Holder, shall be deemed to have expressly assented and agreed to the terms hereof and to have become party hereto. The Trust Securities shall be deemed to be personal property, giving only the rights provided herein. Ownership of the Trust Securities shall not entitle the Holder to any title in, or to the whole or any part of, the Trust Property or right to call for a partition or division of the same or for an accounting. The bankruptcy of a Holder during the continuance of the Trust shall not operate to terminate the Trust, nor entitle the representative of any bankrupt Holder to an accounting or to take any action in court or elsewhere against the Trust or the Trustee.

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Section 5.13. CUSIP Numbers. The Trust, in issuing the Trust Securities, may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of dissolution as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Trust Securities or as contained in any notice of a dissolution and that reliance may be placed only on the other identification numbers printed on the Trust Securities, and any such dissolution shall not be affected by any defect in or omission of such numbers.

Section 5.14. Lists of Holders.

(a) The Transfer Agent (if the Trustee is not acting in such capacity) shall provide the Trustee (i) by the end of the fourth Business Day after each Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders (a “List of Holders”) as of such Record Date, provided that the Transfer Agent shall not be obligated to provide such List of Holders if at any time the List of Holders does not differ from the most recent List of Holders given to the Trustee by the Transfer Agent, and (ii) a List of Holders at any time the Trustee requests a List of Holders, which List of Holders shall be provided to the Trustee by the Transfer Agent within 30 days of the Trustee delivering a written request for the List of Holders to the Transfer Agent, and which shall be no more than four Business Days old on the date it is delivered to the Trustee. The Trustee shall preserve, in as current a form as is reasonably practicable, all information contained in any List of Holders given to it or that it receives in its capacity as Paying Agent (if acting in such capacity), provided that the Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

(b) The Trustee shall comply with the requirements of Section 312(b) of the Trust Indenture Act, as if the Trust Indenture Act applied to this Declaration.

Section 5.15. No Other Rights. Unless otherwise required by law, the Holders of Trust Securities shall not have any rights or preferences other than those specifically set forth in this Declaration and in the Certificates.

Section 5.16. Global Certificates. The provisions of this Section 5.16 shall apply only to Global Certificates:

(a) Each Global Certificate executed and delivered under this Declaration shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Certificate shall constitute a single Certificate for all purposes of this Declaration.

(b) If any Depositary elects to discontinue its services as securities depositary with respect to the Trust Securities, the Trustee may appoint a successor Depositary at the written direction of Vistra Operations with respect to the Trust Securities.

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(c) Notwithstanding any other provision in this Declaration, no Global Certificate may be exchanged in whole or in part for Certificates registered, and no transfer of a Global Certificate in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Certificate or a nominee thereof unless (i) such Depositary has notified the Trust that it is unwilling or unable to continue as Depositary for such Global Certificate and no successor depositary shall have been appointed by the Trust within 90 days of such notice, (ii) if at any time such Depositary has ceased to be a clearing agency registered under the Exchange Act at a time when such Depositary is required to be so registered to act as Depositary and no successor depositary shall have been appointed by the Trust within 90 days after the Trust becomes aware of such cessation, or (iii) the Trustee voluntarily elects to discontinue the use of the book-entry transfer system with the consent of at least a Majority of Holders. If Global Certificates are exchanged pursuant to this Section 5.16(c), Distributions may, at the Trust’s option, be paid by check mailed to the Persons entitled thereto as shown on the Register. Notwithstanding the foregoing, a Holder of 1,000 or more Trust Securities shall be entitled to receive Distributions, if any, on any Distribution Date by wire transfer of immediately available funds if appropriate wire transfer instructions have been received in writing by the Trust not less than 15 days prior to the Distribution Date. Any such wire transfer instructions received by the Trust shall remain in effect until revoked by such Holder.

(d) Subject to Section 5.16(c), any exchange of a Global Certificate for other Certificates may be made in whole or in part, and all Certificates issued in exchange for a Global Certificate or any portion thereof shall be registered in such names as the Depositary for such Global Certificate shall direct.

(e) Every Certificate executed and delivered upon registration of, transfer of, or in exchange for or in lieu of, a Global Certificate or any portion thereof, whether pursuant to this Section 5.16 or otherwise, shall be executed and delivered in the form of, and shall be, a Global Certificate, unless such Certificate is registered in the name of a Person other than the Depositary for such Global Certificate or a nominee thereof.

Section 5.17. Change of Control.

(a) For purposes of this Section 5.17, the following terms shall have the following meanings:

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

“Capital Stock” means:

(1 ) in the case of a corporation, corporate stock;

(2 ) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

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(3 ) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4 ) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Change of Control” means the occurrence of any of the following after the issue date of the Trust Securities:

(1 ) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Vistra Operations and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d) of the Exchange Act), but excluding any employee benefit plan of Vistra Operations or any of its Subsidiaries, or any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan; or

(2 ) Vistra Operations becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than (x) any employee benefit plan of Vistra Operations or any of its Subsidiaries, or any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan and (y) any one or more parents of Vistra Operations in which no “person” directly or indirectly, holds beneficial ownership of Voting Stock representing more than 50.1% of the aggregate voting power represented by the issued and outstanding Voting Stock of such parent, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Vistra Operations, measured by voting power rather than number of shares.

“Change of Control Trigger Event” means the occurrence of both a Change of Control and a Rating Decline.

“Fitch” means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“Investment Grade” in respect of the Senior Secured Notes or the Trust Securities means a rating of: (a) Baa3 or better by Moody’s; (b) BBB- or better by Fitch; or (c) BBB- or better from S&P (or the equivalent of such rating by such rating organization or, if no rating of Moody’s, Fitch or S&P exists, the equivalent of such rating by any other Nationally Recognized Statistical Rating Organization selected by Vistra Operations as a replacement agency);

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“Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization;

“NationallyRecognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act;

“Rating Agencies” means (1) Moody’s, (2) Fitch, (3) S&P and (4) if any of Moody’s, Fitch or S&P shall not make a rating of the Senior Secured Notes or the Trust Securities available, a Nationally Recognized Statistical Rating Organization selected by Vistra Operations which shall be substituted for Moody’s, Fitch or S&P, as the case may be, with respect to the Senior Secured Notes or the Trust Securities.

“RatingDecline” means the decrease in the rating of the Senior Secured Notes and/or the Trust Securities by two or more Rating Agencies by one or more gradations (including gradations within rating categories as well as between rating categories) from its rating on the Rating Date, or the withdrawal of a rating of the Senior Secured Notes and/or the Trust Securities by two or more Rating Agencies, in each case on, or within 60 days after, the Rating Date (which period shall be extended so long as the rating of the Senior Secured Notes and/or the Trust Securities, as applicable, is under publicly announced consideration by any of the Rating Agencies); provided that such Rating Agencies have confirmed that such decrease in or withdrawal of rating is a result of the Change of Control, and provided further, that no Rating Decline shall occur if following such decrease in rating, (x) the Trust Securities (or, in the event the Trust Securities are not outstanding, the Senior Secured Notes) are rated Investment Grade by at least two Rating Agencies or (y) the ratings of the Trust Securities (or, in the event the Trust Securities are not outstanding, the Senior Secured Notes) by at least two Rating Agencies are equal to or better than their respective ratings on the Issue Date.

“S&P” means S&P Global Ratings (a division of S&P Global, Inc.) or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“Subsidiary” means, with respect to any specified Person:

(1 ) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2 ) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

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(b) Change of Control Offer. Within 30 days following its receipt of notice of any Change of Control Trigger Event, the Trustee will mail (or deliver electronically) a notice (the “Change of Control Offer”) prepared by Vistra Operations to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Trust Securities on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 10 days and no later than 60 days from the date such notice is mailed or delivered, pursuant to the procedures required by this Section 5.17 and described in such notice. Holders of the Trust Securities electing to have any Trust Securities purchased pursuant to a Change of Control Offer (as evidenced by their surrender) shall be required to surrender the Trust Securities to the paying agent on the third Business Day preceding the Change of Control Payment Date (the “Change of Control Offer Expiration Date”). Vistra Operations and the Trust will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Trust Securities as a result of a Change of Control Trigger Event. To the extent that the provisions of any securities laws or regulations conflict with provisions of the Senior Secured Notes Indenture, Vistra Operations and the Trust will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 5.17 by virtue of such compliance as evidenced by an Officer’s Certificate delivered to the Trustee.

(c) In the Change of Control Offer, the Trust, at the written direction of Vistra Operations, and subject to the receipt from Vistra Operations of the change of control payment with respect to the relevant Senior Secured Notes plus (which such payment may be made directly to the Trust to the extent no Senior Secured Note is held through the facilities of a depository, and all such Senior Secured Notes are held in the name of the Trust), to the extent Vistra Operations elects to pay the Cash Settlement Amount with respect to the Change of Control Offer Subject Amount, such Cash Settlement Amount, will offer a payment in cash equal to 101% of the aggregate initial purchase price of the Trust Securities, plus accrued and unpaid distributions, if any, on the Trust Securities to the date of repurchase, subject to the rights of holders of the Trust Securities on the relevant record date to receive distributions on the relevant Distribution Date (the “Change of Control Payment”).

(d) If the Senior Secured Notes with respect to which Vistra Operations has made a change of control offer under the Senior Secured Notes Indenture are then held by the Trust (including any Senior Secured Notes to be issued to the Trust pursuant to a Mandatory Exercise as described below), Vistra Operations will notify the Trust and the Senior Secured Notes Trustee of the change of control triggering event under the Senior Secured Notes Indenture and the Senior Secured Notes Trustee will accept such change of control offer under the Senior Secured Notes Indenture with respect to such Senior Secured Notes to the extent holders of the Trust Securities have accepted the Change of Control Offer with respect to the Trust Securities. Holders of the Trust Securities electing to have any Trust Securities purchased pursuant to a Change of Control Offer shall be required to surrender the Trust Securities to the Paying Agent on the Change of Control Offer Expiration Date. A Change of Control Offer Expiration Date with respect to the Trust Securities constitutes a Mandatory Exercise Event in respect of the Issuance Right following which Vistra Operations will be required to sell to the Trust Senior Secured Notes in a principal amount equal to the Change of Control Offer Issuance Amount; provided that Vistra Operations may elect to pay the Cash Settlement Amount with respect to the

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Change of Control Offer Subject Issuance Amount in lieu of issuing such Senior Secured Notes. On the Change of Control Payment Date, Vistra Operations shall pay the Change of Control Payment to the Trust (which such payment may be made directly to the Trust to the extent no Senior Secured Note is held through the facilities of a depository, and all such Senior Secured Notes are held in the name of the Trust or otherwise, to the Senior Secured Notes Trustee for the benefit of the Senior Secured Noteholders), to repurchase a principal amount of Senior Secured Notes equal to (1) the Trust Securities Tendered Amount minus (2) the Change of Control Offer Subject Amount if Vistra Operations has paid the Cash Settlement Amount with respect thereto in lieu of issuance, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of repurchase, in each case to the extent necessary to pay the Change of Control Payment with respect to the Trust Securities Tendered Amount. Senior Secured Notes repurchased or for which Vistra Operations has paid the Cash Settlement Amount in lieu of issuance pursuant to the foregoing cannot be re-issued.

(e) On the Change of Control Payment Date, to the extent lawful:

(i) the Trust will accept for payment all Trust Securities properly tendered pursuant to the Change of Control Offer;

(ii) Vistra Operations will deposit with the Paying Agent on behalf of the Trust as Senior Secured Noteholder (or with the Senior Secured Notes Trustee if any Senior Secured Notes are held in a depository for eventual payment to the Senior Secured Noteholders) an amount equal to the Change of Control Payment in respect of all Trust Securities properly tendered; and

(iii) Vistra Operations will deliver or cause to be delivered to the Trustee an officers’ certificate stating the aggregate initial purchase price of Trust Securities being re-purchased by the Trust.

(f) The Paying Agent (to the extent it has received such amounts) shall promptly distribute to each holder of Trust Securities properly tendered the Change of Control Payment for the Trust Securities. Vistra Operations shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(g) The foregoing provisions of this Section 5.17 that require the Trust to make a Change of Control Offer following a Change of Control Trigger Event shall be applicable whether or not any other provisions of this Declaration are applicable.

Article VI

GRANTOR TRUST

Section 6.1. Treatment as “ Grantor ” Trust. The offering of the Trust Securities is intended to be treated for United States federal income tax purposes as a financing wherein Vistra Intermediate, the regarded owner of Vistra Operations for United States federal income tax purposes, directly owns the assets held in the Trust and issues indebtedness directly to the Holders. To mitigate any uncertainty, however, in order to comply with certain information reporting requirements that could apply if Vistra Intermediate is treated as indirectly owning

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such assets through the Trust, Vistra Operations and the Trust agree to take the position for all United States federal income tax purposes that the Trust is a “grantor” trust for United States federal income tax purposes and is not a partnership or an association subject to tax as a corporation, and that Vistra Intermediate is the sole “grantor” of the Trust and owner of the assets of the Trust for United States federal income tax purposes. The provisions of this Declaration shall be interpreted to further this intention of the parties.

Article VII

ACCOUNTING AND RECORDS

Section 7.1. Annual Tax Information.

(a) The Trustee shall cause the Trust to comply with information reporting and backup withholding requirements imposed on the Trust in connection with payments in respect of the Trust Securities. The Trustee shall undertake its information reporting and backup withholding obligations under this Section 7.1 consistent with the intent set forth in Section 6.1 absent a Change of Law or a change in administrative guidance or interpretation by the IRS or any state or local taxing authority. Pursuant to the engagement letter of the accounting firm of Cover & Rossiter referenced in Section 2.6(a)(xxv), Cover & Rossiter has agreed to notify the Trust and the Trustee if any future developments in the law or regulations would result in (i) the Trust having a classification other than a “grantor” trust which would require the Trust to prepare or file tax forms or returns that are different from those set forth in Section 7.1(b) or (ii) a requirement for “grantor” trusts to prepare or file tax forms or returns that are different from those set forth in Section 7.1(b). If the Trustee receives such notification from Cover & Rossiter or Vistra Operations, then promptly following the Trustee’s written request to Vistra Operations, Vistra Operations shall direct the Trustee in engaging Cover & Rossiter or another tax accounting firm to prepare such forms or returns. The expenses of such tax accounting firm shall be treated as Trust Expenses for the purposes of this Declaration and the Trust Expense Reimbursement Agreement. In addition, the authorizations and protections set forth in Section 2.6(a)(xxv) shall apply to the engagement of any such accounting firm.

(b) The Trustee shall cause the Trust to collect from, and deliver to, Vistra Operations and the Holders all applicable tax forms as required by law. The provisions of Section 7.1(b)(i)(A) and Section 7.1(b)(ii) shall apply unless otherwise required by a Change in Law or “determination” within the meaning of Section 1313(a) of the Code (as certified to in an Officer’s Certificate of the Depositor).

(i) In the case of Vistra Operations,

(A) the Trustee shall cause to be prepared and filed on a timely basis and at the expense of the Trust IRS Form 1041 with respect to the Trust. Consistent with the treatment of Vistra Intermediate as the sole “grantor” of the Trust and owner of the assets of the Trust for United States federal income tax purposes, such IRS Form 1041 shall contain only entity information with respect to the Trust and contain no information in respect of income received by the Trust. Such income shall instead be shown on a separate statement attached to such IRS Form 1041 as income received by Vistra Intermediate.

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(B) the Trustee shall also cause to be duly prepared and filed with the appropriate taxing authority any other annual United States federal income tax information return and any other annual income tax returns required to be filed on behalf of the Trust with any state or local taxing authority. The Trustee shall also cause the Trust to furnish Vistra Operations with any additional forms or information as shall be reasonably requested by Vistra Operations to assist Vistra Operations or any Affiliate thereof in fulfilling its information reporting, backup withholding and income tax return obligations.

(ii) In the case of any Holder, unless an exemption from information reporting and backup withholding applies with respect to such Holder (an “exempt recipient”), the Trustee shall cause the Trust to timely deliver to such Holder the appropriate IRS Form 1099 or IRS Form 1042-S, reflecting that distributions from the Trust in respect of the Trust Securities are interest payments in respect of indebtedness of Vistra Intermediate paid by Vistra Intermediate to such Holder for United States federal income tax purposes. If payment is made to an exempt recipient, the Trustee shall cause the Trust to convey that, for United States federal income tax purposes, all payments made to such exempt recipient are payments of interest or principal. The Trust shall not report, for United States federal income tax purposes, any payment on the Trust Securities as a payment of put premium.

(c) Not later than the third Business Day following the last day of each calendar quarter (each, a “statement date”), the Trustee shall provide Vistra Operations a statement of the assets held in the Trust and any Designated Securities and/or Counterparty Securities outstanding as of the statement date, including (A) a description of such assets, (B) the market value of the Eligible Assets, and (C) the amount thereof, if any, that are Designated Securities and/or Counterparty Securities.

Section 7.2. Certain Accounting Matters.

(a) At all times during the existence of the Trust, the Trustee shall keep, or cause to be kept, full books of account, records and supporting documents, which shall reflect in reasonable detail each transaction of the Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with generally accepted accounting principles, consistently applied.

(b) So long as any of the Trust Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Trust shall, unless it becomes subject to and complies with Section 13 or 15(d) of the Exchange Act, provide or cause to be provided to each Holder of such restricted securities and to each prospective purchaser (as designated by such Holder) of such restricted securities, upon the request of such Holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities Act.

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Article VIII

DISSOLUTION AND TERMINATION OF THE TRUST

Section 8.1. Dissolution and Termination of the Trust.

(a) The Trust shall dissolve and liquidate in accordance with the Statutory Trust Act upon the date that is the earliest to occur of the following (the date of such earliest occurrence, the “Trust Dissolution Date”):

(i) May 17, 2028 (or on the following Business Day if such date is not a Business Day);

(ii) any date to which any Senior Secured Notes held by the Trust have been accelerated as a result of an Event of Default under (and as defined in) the Senior Secured Notes Indenture;

(iii) if the Repurchase Right has been terminated, the Vistra Operations Payment Date in respect of the entire Available Amount of Senior Secured Notes or, if the Trust then holds the Maximum P-Caps Outstanding Amount of Senior Secured Notes, the date the Repurchase Right is terminated;

(iv) the date on which the Maximum P-Caps Outstanding Amount is reduced to zero as the result of any redemption of Senior Secured Notes or Voluntary Exercise in respect of which Vistra Operations has made a Cash Settlement Election; and

(v) before the issuance of any Trust Securities by the Trust, receipt by the Trustee of written instruction from the Depositor.

(b) The Trustee shall give prompt notice to the Holders and each Rating Agency of any event that may result in a Trust Dissolution Date pursuant to Section 8.1(a)(ii), (iii) or (iv), including the receipt of (i) any Issuance Notice in respect of the entire Available Amount if the Repurchase Right has been terminated, (ii) any Automatic Exercise Notice or (iii) any notice of redemption of Senior Secured Notes or any Issuance Notice in respect of which Vistra Operations has made a Cash Settlement Election that will, on the Vistra Operations Payment Date, reduce the Maximum P-Caps Outstanding Amount to zero.

Section 8.2. Liquidation and Dissolution.

(a) As soon as practicable after the Trust Dissolution Date, the Trustee shall liquidate the Eligible Assets and Substitute Deposits held by the Trust and seek to collect any amounts due under the Facility Agreement, the Trust Expense Reimbursement Agreement and any Senior Secured Notes held by the Trust; provided that, if the Trust is dissolved pursuant to Section 8.1(a)(ii), (iii) or (iv), the Trustee shall only liquidate any Eligible Assets or Substitute

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Deposits if and to the extent the amounts collected from other sources are not sufficient to pay or set aside for payment for the Trustee’s Fee and all Trust Expenses due and payable and the Trustee shall deliver the remaining Eligible Assets to Vistra Operations in respect of such exercise of the Issuance Right prior to distributing any Trust Property to the Holders or other creditors of the Trust.

(b) (i) If the Trust is dissolved pursuant to Section 8.1(a)(ii) or (iii), after satisfying or setting aside for payment all amounts due as set forth in Section 8.2(c)(i) through (v), the Trustee shall (to the extent permitted by law) distribute the Senior Secured Notes pro rata to the Holders of the Outstanding Trust Securities as soon as practicable after the Trust Dissolution Date. If the Trust is unable to satisfy or set aside for payment all amounts due as set forth in Section 8.2(c)(i) through (v) from the amounts received under the Facility Agreement, Trust Expense Reimbursement Agreement, payments under the Senior Secured Notes and liquidation proceeds of any Eligible Assets that are not delivered to Vistra Operations, in accordance with the Statutory Trust Act, as soon as practicable after the Trust Dissolution Date, the Trustee shall liquidate its remaining Trust Property, including the Senior Secured Notes, in accordance with Section 8.2(d) to the extent necessary to cover all amounts due as set forth in Section 8.2(c)(i) through (v), and distribute any funds and any Senior Secured Notes it then holds in accordance with the priorities set forth in Section 8.2(c).

(ii) If the Trust is dissolved pursuant to Section 8.1(a)(i), the Trustee shall redeem all Outstanding Trust Securities on May 17, 2028 (or on the following Business Day if such date is not a Business Day) at a redemption price per Trust Security equal to the amount of principal and interest that would have been payable at maturity on $1,000 principal amount of Senior Secured Notes, subject to the priorities set forth in Section 8.2(c). If the Trust is dissolved pursuant to Section 8.1(a)(iv), the Trustee shall make the Distributions on the Vistra Operations Payment Date, as set forth in Section 5.10. All such Distributions made pursuant to this Section 8.2(b)(ii) shall be made only after the Trustee satisfies or sets aside for payment all amounts due as set forth in Section 8.2(c)(i) through (v). If the Trust is unable to satisfy or set aside for payment all amounts due as set forth in Section 8.2(c)(i) through (v) from the amounts received under the Facility Agreement and Trust Expense Reimbursement Agreement and payments under the Senior Secured Notes, in accordance with the Statutory Trust Act, as soon as practicable after the Trust Dissolution Date, the Trustee shall liquidate (A) any Eligible Assets and Substitute Deposits then held by the Trust to the extent necessary to satisfy or set aside for payment all amounts as set forth in Section 8.2(c)(i) through (v) and (B) thereafter any Senior Secured Notes then held by the Trust in accordance with Section 8.2(d), to the extent necessary to cover all amounts due as set forth in Section 8.2(c)(i) through (v), and distribute any funds it then holds in accordance with the priorities set forth in Section 8.2(c).

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(c) To the fullest extent permitted by the Statutory Trust Act, on the Liquidation Distribution Date, the Trustee shall distribute the Trust Property in accordance with the following priorities:

(i) first, in satisfaction of the expenses of liquidation;

(ii) second, in payment of any Trustee’s Fee and any Trust Expenses then due and payable;

(iii) third, to Vistra Operations in satisfaction of any amounts then due and payable to Vistra Operations under the Facility Agreement;

(iv) fourth, in satisfaction of any other outstanding obligations of the Trust then due and payable, pro rata among those creditors in accordance with the aggregate unpaid amount due to each;

(v) fifth, to set aside any amounts required to reasonably provide for the payment of any known claims or contingent obligations pursuant to the Statutory Trust Act; and

(vi) sixth, to the Holders, pro rata with respect to each Trust Security, subject to the provisions set forth in Section 8.2(l).

The date on which the Trustee is required to make any distributions as set forth in Section 8.2(b) or Section 8.2(d) shall be the “Liquidation Distribution Date”.

(d) Notwithstanding Section 8.2(c), if the Trust Property includes Senior Secured Notes on the Trust Dissolution Date, and if the Trustee determines that any Senior Secured Notes must be liquidated in order to satisfy obligations of the Trust that rank prior to the Distributions to the Holders under Section 8.2(c)(vi), the Trustee shall not make any such Distribution pursuant to Section 8.2(c) until the date on which it has liquidated the Senior Secured Notes to the extent necessary to cover all amounts due as set forth in Section 8.2(c)(i) through (v). Pending the distribution of the Trust Property, the Trustee shall hold the Trust Property, other than any Senior Secured Notes held by the Trust, as provided in Section 2.6(c). To determine whether any Senior Secured Notes must be liquidated, the Trustee shall assume that it shall apply all Trust Property, other than the Senior Secured Notes, to all obligations and claims of the Trust ranking higher in order of priority than the rights of the Holders, and that the Senior Secured Notes shall be liquidated only to the extent such other Trust Property is insufficient. If the Trustee determines that it must liquidate any of the Senior Secured Notes, it shall liquidate such Senior Secured Notes in accordance with commercially reasonable market standards and in compliance with applicable securities laws. The Trustee shall use commercially reasonable efforts (including retaining third-party agents at the expense of the Trust) to liquidate the Senior Secured Notes as promptly as practicable, but in any event shall dispose of the Senior Secured Notes held by the Trust no later than the 90th day following the Trust Dissolution Date. The Trustee shall distribute the proceeds received from any liquidation of Senior Secured Notes pursuant to this Section 8.2(d) on the date on which the Trustee liquidates the required amount of Senior Secured Notes; provided that a purchaser for such Senior Secured Notes is available on such date.

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(e) Notwithstanding Section 8.2(c), if the Trust Property includes any Return Obligation on the Trust Dissolution Date, the Trustee (acting at the written direction of Vistra Operations) shall use commercially reasonable efforts to liquidate any claim for the return of any Designated Securities and/or Counterparty Securities in accordance with commercially reasonable market standards.

(f) Upon the occurrence of an event referred to in Section 8.1(a)(v), the Trustee shall proceed to wind up the affairs of the Trust, liquidate the Trust Property, apply the proceeds of such liquidation in the following order of priority and liquidate:

(i) first, to the expenses of liquidation; and

(ii) second, to the payment of the debts and liabilities of the Trust, as required by applicable law, including any outstanding expenses, fees or indemnity obligations owing to the Trustee, and any Trust Expenses.

(g) For purposes of the application of this Section 8.2, all unrealized income, gain, loss and deduction of the Trust shall be treated as realized and recognized immediately before any such distributions.

(h) If the Trustee receives any funds or other Trust Property after the Liquidation Distribution Date, the Trustee shall distribute such funds or other Trust Property in accordance with the priorities set forth in Section 8.2(c), not later than the third Business Day following its receipt of such funds or other Trust Property.

(i) Unless a Majority of Holders determine otherwise, on the one-year anniversary of the Trust Dissolution Date, the Trustee shall (i) distribute any remaining Trust Property in kind or abandon such Trust Property and (ii) at the expense of the Depositor, file a certificate of cancellation of the Trust with the Secretary of State terminating the Trust.

(j) To the extent consistent with the priorities established by this Article VIII, the Trustee may make liquidation distributions after the Trust Dissolution Date but prior to the Liquidation Distribution Date only pursuant to an amendment or waiver of this Declaration made in accordance with Section 10.3.

(k) Once the assets of the Trust have been liquidated and distributed as set forth in this Section 8.2 and a certificate of cancellation has been filed by the Trustee as described above, the Trust shall be terminated in accordance with the Statutory Trust Act.

(l) If prorata distribution of the Senior Secured Notes would result in any Holder being entitled to receive Senior Secured Notes with an aggregate principal amount that is not a multiple of $1,000, then the Trustee shall round the principal amount of the Senior Secured Notes deliverable to that Holder down to the nearest $1,000 and shall seek to liquidate any remaining Senior Secured Notes and distribute the proceeds of those remaining Senior Secured Notes to those Holders, pro rata in accordance with the principal amount of Senior Secured Notes such Holder would have otherwise been entitled to receive.

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Article IX

LIMITATION OF LIABILITY OF HOLDERS, THETRUSTEE,

THE DELAWARE TRUSTEE OR OTHERS

Section 9.1. Liability; Indemnity.

(a) The Trustee, the Delaware Trustee and Vistra Operations shall not be:

(i) personally liable for the return of any portion of the investment of the Holders or any return thereon, all of which shall be made solely from assets of the Trust;

(ii) required to pay to the Trust or to any Holder any deficit upon dissolution of the Trust or otherwise; or

(iii) except as expressly set forth herein in the case of the Depositor, required to pay any fees or expenses relating to the operation of the Trust.

(b) Pursuant to Section 3803(a) of the Statutory Trust Act, the Holders shall be entitled to the same limitation of personal liability extended to shareholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.

(c) (i) To the fullest extent permitted by applicable law, and (ii) to the extent Vistra Operations fails to indemnify any Indemnified Person (as defined herein) related to the Trustee, the Delaware Trustee or the Collateral Agent pursuant to the Trust Expense Reimbursement Agreement, the assets of the Trust shall be used to indemnify (A) the Trustee, (B) the Delaware Trustee, (C) the Collateral Agent, (D) the Securities Intermediary, (E) the LC Securities Intermediary, (F) any Affiliate of the Trustee or the Delaware Trustee and (G) any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Trustee, the Delaware Trustee, the Collateral Agent, the Securities Intermediary or such Affiliates (each of the Persons in clause (A) through (G) being referred to as an “Indemnified Person”) for, and hold each Indemnified Person harmless against, any loss, obligation, action, damage, claim, liability, suit or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any Indemnified Person may be involved, as a party or otherwise, by reason of its status as an Indemnified Person, or expense including taxes (other than taxes based on or determined (in whole or in part) by reference to the income of the Trustee, the Delaware Trustee, the Collateral Agent, the Securities Intermediary, the LC Securities Intermediary or such other Person) incurred without gross negligence or bad faith or willful misconduct on the part of such Indemnified Person arising out of or in connection with the acceptance or administration of the Trust or the Trust Property, or relating to this Declaration or any other document or agreement, including the Pledge Agreement and the Facility Agreement (including any actions taken in connection with Section 2.7 of the Facility Agreement or any Issuance Right Assignment Notice, or Article IV of the Facility Agreement, any Designation Feature Exercise Notice or Posting Right Exercise Notice), entered into, by or on behalf of the Trust or the Trustee, including the costs, disbursements and expenses (including reasonable legal fees and expenses and fees and expenses

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incurred in connection with enforcement of indemnification rights) of defending itself against, or investigating any claim or liability in connection with, the exercise or performance of any of its powers or duties hereunder or any other such document or agreement. The obligation to indemnify as set forth in this Section 9.1(c) shall survive the satisfaction and discharge of this Declaration or the resignation or removal of the Trustee or the Delaware Trustee.

Section 9.2. Outside Businesses. Any of the Depositor, the Trustee, the Delaware Trustee, the Trustee’s officers, directors, shareholders, partners, members, representatives, employees, custodians, nominees, agents or Affiliates, and the Holders may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Trust, and the Trust and the Holders shall have no rights by virtue of this Declaration in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper. None of the foregoing Persons shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any such Person shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any of the foregoing Persons may engage or be interested in any financial or other transaction with Vistra Operations or any Affiliate of Vistra Operations, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of Vistra Operations or its Affiliates.

Article X

VOTING; AMENDMENTS AND MEETINGS

Section 10.1. General. Except as provided in this Article X, the Holders shall not have any voting rights.

Section 10.2. Voting. The Holders shall be entitled to vote as a single class on all matters submitted to the vote of the Holders. Each Trust Security shall have one vote on all matters submitted to the vote of the Holders.

Section 10.3. Amendments.

(a) No amendment to this Declaration shall be made, and any such purported amendment shall be void and ineffective:

(i) unless, in the case of any purported amendment, the Trustee shall have first received an opinion of counsel (which may be in-house counsel for Vistra Operations) that such purported amendment is permitted by, and conforms to, the terms of this Declaration (including the terms of the Trust Securities);

(ii) unless, in the case of any purported amendment that affects the rights, duties, powers, liabilities, indemnities or immunities of the Trustee, the Trustee shall have consented to such amendment;

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(iii) unless, in the case of any purported amendment that affects the rights, powers, liabilities, indemnities or immunities of the Delaware Trustee, the Delaware Trustee has consented in writing to such amendment;

(iv) unless, in the case of any purported amendment that affects the rights of Vistra Operations, Vistra Operations shall have consented to such amendment; or

(v) if the result of such amendment would be to:

(A) cause the Trust to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes;

(B) cause the Trust to be deemed to be an investment company required to be registered under the Investment Company Act; or

(C) permit the Trust to invest in or hold any assets other than the Eligible Assets, the Senior Secured Notes, the Substitute Deposits and its rights under the Transaction Agreements (including the rights with respect to any Return Obligation in respect of any Designated Securities and/or Counterparty Securities).

(b) Section 2.11, Section 9.1(b), Section 10.2, this Section 10.3 and Section 10.4 shall not be amended without the unanimous consent of the Holders. In addition, if any proposed amendment would affect the rights of the Holders to receive Distributions on the Trust Securities in accordance with their terms, including Distributions in connection with a dissolution of the Trust, such amendment shall not be effective without the unanimous consent of the Holders. Any other amendment may be effected with the approval of the Majority of Holders voting on such matter, subject to the provisions set forth in Section 10.3(c).

(c) Notwithstanding any other provision of this Declaration or any other Transaction Agreement to which the Trust is a party, this Declaration may be amended without the consent of the Holders:

(i) to cure any ambiguity or correct any mistake or conform this Declaration or any other Transaction Agreement to which the Trust is a party to the description thereof in the Offering Memorandum;

(ii) to correct or supplement any provision in this Declaration or any other Transaction Agreement to which the Trust is a party that may be defective or inconsistent with any other provision of this Declaration or any other Transaction Agreement to which the Trust is a party;

(iii) as determined in good faith by an Authorized Officer, in an Officer’s Certificate (as defined in the Senior Secured Notes Indenture; provided that any reference to the term “Trustee” in the definition of Officer’s Certificate in the Senior Secured Notes Indenture shall be deemed to refer to the Trustee as defined in this Declaration) delivered to the Trustee, upon which the Trustee and the opinion of counsel referenced in Section 10.3(a)(i) are entitled to rely, to make any change that does not adversely affect the rights of any Holder in any material respect; or

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(iv) to make any other change that may in the reasonable judgment of Vistra Operations be necessary or appropriate to prevent the occurrence of any Investment Company Act Event or P-Caps Tax Event, provided that such change would not change the timing or amount of any Distribution to the Holders or the United States federal income tax treatment of the Holders as the owners of indebtedness of Vistra Intermediate, either held directly or held through the Trust.

(d) At the request of Vistra Operations, the Trust may consent to any amendment or modification of the Facility Agreement, Vistra Pledge Agreement or Trust Expense Reimbursement Agreement, subject to obtaining any consent of Holders required by the terms of such agreement in respect of such amendment or modification.

(e) The Trustee shall provide prompt written notice to the Holders and each Rating Agency of any amendment to or modification of any Transaction Agreement, other than any such amendment or modification that conforms such Transaction Agreement to the description thereof in the Offering Memorandum.

(f) Prior to the execution of any amendment to this Trust Declaration or any Transaction Agreement, the Trustee and the Delaware Trustee shall be entitled to receive and conclusively rely on an opinion of counsel, at the expense of the Trust, stating that the execution of such amendment is authorized or permitted by this Declaration and the Transaction Agreements and that all conditions precedent to the execution of such amendment have been satisfied. The Trustee and the Delaware Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee’s or the Delaware Trustee own rights, duties or immunities under this Declaration.

Section 10.4. Certain Other Matters.

(a) If the consent of the Holders or the holders of the Senior Secured Notes is required, or would be required if the Senior Secured Notes were outstanding, with respect to any amendment, modification or waiver of the terms of or rights or preferences under, or other matter in respect of the Senior Secured Notes or the Senior Secured Notes Indenture (whether or not the Trust is then holding any Senior Secured Notes), any other securities that are part of the Trust Property or any other agreement to which the Trust is a party, the Trustee shall request the direction of the Holders of the Trust Securities with respect to such matter.

(b) With respect to the Senior Secured Notes and the Senior Secured Notes Indenture (whether or not the Trust is then holding any Senior Secured Notes), the Trustee shall only give its consent with respect to those matters if (i) a Majority of Holders consent thereto, in the case of any matter of the type that requires, or would require, the consent of holders of a majority of the outstanding Senior Secured Notes or (ii) all Holders consent thereto, in the case of any matter of the type that requires, or would require, consent of all holders of Senior Secured

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Notes. With respect to all other matters, and prior to taking any other legal action with respect to any Trust Property, the Trustee shall request the direction of the Holders with respect to such matter or legal action and shall act with respect to such matter or legal action as directed by a Majority of Holders. The Trustee shall not be obligated to take any action in accordance with the directions of the Holders under this Section 10.4 unless the Trustee has received an Opinion of Tax Counsel to the effect that for United States federal income tax purposes the Trust shall not be classified as an association or a publicly traded partnership taxable as a corporation after consummation of such action.

(c) Vistra Operations agrees that it shall not amend the Senior Secured Notes Indenture, as it would apply to the Senior Secured Notes, after the issue date of the Trust Securities and at a time no Senior Secured Notes are outstanding, except with respect to changes that would not require any vote by holders of Senior Secured Notes if the Senior Secured Notes were outstanding, without the consent of the Trustee, as directed by the Holders of the Trust Securities, as provided in Section 10.4(a) and (b).

Section 10.5. Meetings of the Holders.

(a) Meetings of the Holders may be called at any time by the Trustee or as provided by this Declaration. Except to the extent otherwise provided in this Declaration, the following provisions shall apply to meetings of Holders.

(b) Whenever a vote, consent or approval of Holders is permitted or required under this Declaration such vote, consent or approval may be given at a meeting of Holders, in person or by proxy, or by written consent.

(c) Each Holder may authorize any Person to act for it by proxy on all matters in which such Holder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Holder or its attorney-in-fact. Every proxy shall be revocable at the pleasure of the Holder executing it at any time before it is voted.

(d) Each meeting of Holders shall be conducted by the Trustee or by such other Person that the Trustee may designate.

(e) A quorum with respect to any such meeting shall not be less than 50% of the Holders entitled to vote at the meeting. The Trustee shall cause a notice of any meeting at which Holders are entitled to vote, or of any matter upon which action may be taken by written consent of such Holders, to be mailed to each Holder at least 10 days before such meeting. Each such notice shall include a statement setting forth (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of any action proposed to be taken at such meeting on which such Holders are entitled to vote or of such matters upon which written consent is sought and (iii) instructions for the delivery of proxies or consents. Any and all meetings of Holders shall be held during normal business hours.

(f) The Trustee shall establish all other provisions relating to meetings of Holders, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Holders, action by consent without a meeting, the establishment of a record date, quorum requirements (other than those set forth in Section 10.5(e)), voting in person or by proxy or any other matter with respect to the exercise of any such right to vote.

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Article XI

REPRESENTATIONS OF THE TRUSTEE AND THEDELAWARE TRUSTEE

Section 11.1. Representations and Warranties of the Trustee. The Person that acts as initial Trustee represents and warrants to the Trust and to the Depositor and for the benefit of the Holders at the date of this Declaration, and each Successor Trustee represents and warrants to the Trust and the Depositor and for the benefit of the Holders at the time of the Successor Trustee’s acceptance of its appointment as Successor Trustee that:

(a) The Trustee is a banking corporation, organized and authorized under the laws of the State of New York (or, in the case of a Successor Trustee, its jurisdiction of incorporation) to exercise corporate trust powers, duly organized, validly existing and in good standing under such laws, with power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration.

(b) The Trustee satisfies the requirements of Section 4.1(a).

(c) The execution, delivery and performance by the Trustee of the Certificate of Trust and this Declaration have been duly authorized by all necessary corporate action on the part of the Trustee. This Declaration has been duly executed and delivered by the Trustee and constitutes a legal, valid and binding obligation of the Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).

(d) The execution, delivery and performance of the Certificate of Trust and this Declaration by the Trustee does not conflict with or constitute a breach of the charter or Articles of Association or the By-laws of the Trustee.

(e) No consent, approval or authorization of, or registration with or notice to, any State or Federal banking authority is required for the execution, delivery or performance by the Trustee of the Certificate of Trust and this Declaration.

(f) The Trustee, except as expressly provided or contemplated by this Declaration, shall not dispose of any Trust Property, or create, incur or assume, or suffer to exist any mortgage, pledge, hypothecation, encumbrance, lien or other charge or security interest upon the Trust Property.

Section 11.2. Representations and Warranties of the Delaware Trustee. The Delaware Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Depositor and for the benefit of the Holders at the date of this Declaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Depositor and for the benefit of the Holders at the time of the Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee, that:

(a) The Delaware Trustee fulfills the requirements of Section 3807 of the Statutory Trust Act and has the power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this Declaration.

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(b) The Delaware Trustee has been authorized to execute, deliver and perform its obligations under the Certificate of Trust and this Declaration. This Declaration has been duly executed and delivered by the Delaware Trustee and constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting creditors’ rights generally and to general principles of equity and the discretion of the court (regardless of whether the enforcement of such remedies is considered in a proceeding in equity or at law).

(c) No consent, approval or authorization of, or registration with or notice to, any State or Federal banking authority is required for the execution, delivery or performance by the Delaware Trustee of this Declaration.

(d) The Delaware Trustee is an entity that has its principal place of business in the State of Delaware.

Article XII

MISCELLANEOUS

Section 12.1. Notices.

(a) Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering the same against receipt therefor in person, by facsimile transmission (confirmed by mail), by registered or certified mail or by nationally recognized overnight courier or by e-mail, addressed as follows (except that such notices, requests and other communications if given to the Trustee or the Delaware Trustee shall not be effective unless actually received by the Trustee or the Delaware Trustee, as the case may be, at the Corporate Trust Office or principal place of business of the Delaware Trustee, as the case may be):

If to the Trust at:

Palomino Funding Trust I

c/o The Bank of New York Mellon Trust Company, N.A. – Global Corporate Trust

240 Greenwich Street, 7E

New York, NY 10286 Attention: Corporate Trust Administration- Palomino Funding Trust

Telephone: 412-236-0740

Email: Nickolas.Scarano@bnymellon.com

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If to the Trustee at:

The Bank of New York Mellon Trust Company, N.A. – Global Corporate Trust

240 Greenwich Street, 7E

New York, NY 10286

Attention: Corporate Trust Administration- Palomino Funding Trust

Telephone: 412-236-0740

Email: Nickolas.Scarano@bnymellon.com

If to the Delaware Trustee at:

BNY Mellon Trust of Delaware

301 Bellevue Parkway, 3rd Floor

Wilmington, DE 19809

Attention: Corporate Trust Administration

Email: kris.gullo@bnymellon.com

With copy to:

The Bank of New York Mellon Trust Company, N.A. – Global Corporate Trust

240 Greenwich Street, 7E

New York, NY 10286

Attention: Nickolas Scarano

Telephone: (412) 236-0740

Email: nickolas.scarano@bnymellon.com

If to S&P at:

S&P Global Ratings

55 Water Street

New York, New York 10041

If to Moody’s at:

Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Life and Health Insurance Ratings Group]

If to the Depositor or Vistra Operations at:

Vistra Operations Company LLC

6555 Sierra Drive

Irving, Texas 75039

Attention: William M. Quinn

E-mail:

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With a copy to:

Vistra Operations Company LLC

6555 Sierra Drive

Irving, Texas 75039

Attention: Yuki Whitmire, Esq., Vice President, Associate General Counsel and Corporate Secretary

E-mail:

If to any Holder, at the address of such Holder set forth on the Register.

Any notice or other communication provided for herein to be given to a Rating Agency shall be provided as a matter of accommodation and no liability shall attach to the giver of such notice or other communication for the failure to deliver same or any defect in its contents.

Any instruction given to the Trustee in connection with the Trust Securities or the Senior Secured Notes pursuant to Section 4.12 shall be given by the Depositor or the Holders exclusively by Corporate Action Instructions.

(b) Any such notice shall be effective upon delivery, if delivered in person; upon acknowledgement of receipt, if delivered by email or facsimile transmission; on the fifth day after deposited in the mail, postage prepaid, if delivered by registered or certified mail; and on the day after deposit with a nationally recognized overnight courier, if delivered by overnight courier. Any party hereto may change its address or email address for notices and other communications hereunder by notice to the other parties hereto in accordance with this Section 12.1.

Section 12.2. GOVERNING LAW. THIS DECLARATION, THE TRUST SECURITIES AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION THAT WOULD CALL FOR THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE PARTIES HEREUNDER OR THIS DECLARATION ANY PROVISION OF THE LAWS (STATUTORY OR COMMON, OTHER THAN THE STATUTORY TRUST ACT) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF, INCLUDING (A) THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL,

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(F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS, OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OR RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF THE TRUSTEE THAT ARE INCONSISTENT WITH THE LIMITATIONS OR LIABILITIES OR AUTHORITIES AND POWERS OF THE TRUSTEE HEREUNDER AS SET FORTH OR REFERENCED IN THIS TRUST DECLARATION. SECTIONS 3540 AND 3561 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST.

Section 12.3. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Declaration or the transactions contemplated hereby shall be brought exclusively in the Court of Chancery of the State of Delaware or, if such court does not have jurisdiction over the subject matter of such proceeding or if such jurisdiction is not available, in any other court of the State of Delaware or in the United States District Court for the District of Delaware, and each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction of those courts (and of the appropriate appellate courts therefrom) in any suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any suit, action or proceeding in any of those courts or that any suit, action or proceeding which is brought in any of those courts has been brought in an inconvenient forum. Each of the parties hereto unconditionally agrees, to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process. Process in any suit, action or proceeding may be served on any party hereto anywhere in the world, whether within or without the jurisdiction of any of the named courts and such service shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party within the State of Delaware.

Section 12.4.WAIVER OF TRIAL BY JURY. THE PARTIES HERETO AND THE HOLDERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS DECLARATION OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.5. Third Party Beneficiaries. Vistra Operations, the Collateral Agent and the Securities Intermediary are intended third party beneficiaries of this Declaration and may enforce the provisions of this Declaration as if each were a party hereto.

Section 12.6. Enforceability. If any provision of this Declaration, or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this Declaration, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

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Section 12.7. Counterparts. This Declaration may contain more than one counterpart of the signature page and this Declaration may be executed by the affixing of the signatures of the Trustee, the Delaware Trustee and a duly authorized officer of the Depositor to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page. The exchange of copies of this Declaration and of signature pages by facsimile or email transmission of PDF files shall constitute effective execution and delivery of this Declaration as to the parties hereto and may be used in lieu of the original Declaration for all purposes. Signatures of the parties hereto transmitted by facsimile or email transmission of PDF files shall be deemed to be their original signatures for all purposes.

Section 12.*8. Required Disclosure.*The Trustee is authorized to supply any information regarding the accounts held by the Trust and related Trust Property that is required by any law, regulation or rule now or hereafter in effect. Each of the Depositor and the Holder agrees to supply the Trustee with any required information if it is not otherwise reasonably available to the Trustee.

[Signature PagesFollow]

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IN WITNESS WHEREOF, each of the undersigned has caused this Amended and Restated Declaration of Trust to be executed as of the day and year first above written.

VISTRA OPERATIONS COMPANY LLC, as Depositor
By:	/s/ William M. Quinn
	Name: William M. Quinn
	Title: Senior Vice President and Treasurer
VISTRA OPERATIONS COMPANY LLC, solely for the purposes of Sections 5.10(b) and (f),<br>Sections 5.17(b), (d), (e) and (f) and Section 10.4(c)
By:	/s/ William M. Quinn
	Name: William M. Quinn
	Title: Senior Vice President and Treasurer

[Signature Pageto **** Amended and Restated Declaration of Trust]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Shondra N. Williams
	Name: Shondra N. Williams<br><br><br>Title: Vice President

[Signature Pageto **** Amended and Restated Declaration of Trust]

BNY MELLON TRUST OF DELAWARE, as Delaware Trustee
By:	/s/ Dawn Plows
	Name: Dawn Plows<br><br><br>Title: Agent

[Signature Pageto **** Amended and Restated Declaration of Trust]

EX-4.3

Exhibit 4.3

VISTRA OPERATIONS COMPANY LLC,

as Issuer

INDENTURE

Dated as of June 15, 2023

The Bank of New York Mellon Trust Company, N.A.,

as Trustee

TABLE OF CONTENTS


Article 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	16
Section 1.03	Rules of Construction	17
Article 2
THE SECURITIES
Section 2.01	Issuable in Series	17
Section 2.02	Execution and Authentication	20
Section 2.03	Registrar and Paying Agent	21
Section 2.04	Paying Agent to Hold Money in Trust	22
Section 2.05	Holder Lists	22
Section 2.06	Transfer and Exchange	22
Section 2.07	Replacement Securities	24
Section 2.08	Outstanding Securities	25
Section 2.09	Treasury Securities	25
Section 2.10	Temporary Securities	25
Section 2.11	Cancellation	26
Article 3
REDEMPTION AND PREPAYMENT
Section 3.01	Notices to Trustee	26
Section 3.02	Selection of Securities to Be Redeemed	26
Section 3.03	Notice of Redemption	27
Section 3.04	Effect of Notice of Redemption	28
Section 3.05	Deposit of Redemption Price	29
Section 3.06	Securities Redeemed in Part	29
Section 3.07	Calculation of Redemption Price	29
Article 4
COVENANTS
Section 4.01	Payment of Securities	29
Section 4.02	Maintenance of Office or Agency	30
Section 4.03	Reports	30
Section 4.04	Compliance Certificate	31
Article 5
SUCCESSORS
Section 5.01	Merger, Consolidation or Sale of Assets	32
Section 5.02	Successor Company Substituted	33

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Article 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default	34
Section 6.02	Acceleration	36
Section 6.03	Waiver of Past Defaults	36
Section 6.04	Control by Majority	36
Section 6.05	Limitations on Suits	37
Section 6.06	Collection Suit by Trustee	37
Section 6.07	Priorities	37
Section 6.08	Trustee May File Proofs of Claim	38
Article 7
TRUSTEE
Section 7.01	Duties of Trustee	38
Section 7.02	Rights of Trustee	39
Section 7.03	Individual Rights of Trustee	42
Section 7.04	Trustee’s Disclaimer	42
Section 7.05	Notice of Defaults	42
Section 7.06	Compensation and Indemnity	43
Section 7.07	Replacement of Trustee	43
Section 7.08	Successor Trustee by Merger, etc.	45
Section 7.09	Eligibility; Disqualification	45
Article 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	45
Section 8.02	Legal Defeasance and Discharge	45
Section 8.03	Covenant Defeasance	46
Section 8.04	Conditions to Legal or Covenant Defeasance	47
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous<br>Provisions	48
Section 8.06	Repayment to the Company	48
Section 8.07	Reinstatement	49
Article 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Securities	49
Section 9.02	With Consent of Holders of Securities	50
Section 9.03	Revocation and Effect of Consents	52
Section 9.04	Notation on or Exchange of Securities	52
Section 9.05	Trustee to Sign Amendments, etc.	52
Article 10
SATISFACTION AND DISCHARGE
Section 10.01	Satisfaction and Discharge	52
Section 10.02	Application of Trust Money	54

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Article 11
MISCELLANEOUS
Section 11.01	Notices	54
Section 11.02	Certificate and Opinion as to Conditions Precedent	56
Section 11.03	Statements Required in Certificate or Opinion	56
Section 11.04	Rules by Trustee and Agents	57
Section 11.05	No Personal Liability of Directors, Officers, Employees and Stockholders	57
Section 11.06	Governing Law	57
Section 11.07	Waiver of Immunity	58
Section 11.08	Waiver of Jury Trials	58
Section 11.09	No Adverse Interpretation of Other Agreements	58
Section 11.10	Successors	58
Section 11.11	USA Patriot Act	58
Section 11.12	Severability	59
Section 11.13	Counterpart Originals	59
Section 11.14	Table of Contents, Headings, etc.	59
Section 11.15	Foreign Account Tax Compliance Act (FATCA)	59
Section 11.16	Economic Sanctions	59
Article 12
COLLATERAL AND SECURITY
Section 12.01	Grant of Security Interest	60
Section 12.02	Post-Date of this Indenture Collateral Requirements	61
Section 12.03	Further Assurances; Liens on Additional Property	61
Section 12.04	Collateral Trust Agreement	62
Section 12.05	Releases of Collateral	62
Section 12.06	Release Documentation	63
Section 12.07	Collateral Trustee	64
Section 12.08	Insurance	64
Section 12.09	Purchaser Protected	65
Section 12.10	Authorization of Receipt of Funds by the Trustee Under the Note Security Documents	65
Section 12.11	Powers Exercisable by Receiver or Trustee	65

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INDENTURE, dated as of June 15, 2023, by and between Vistra Operations Company LLC, a Delaware limited liability company, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined herein) of the Securities issued pursuant to this Indenture:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

For all purposes of this Indenture, the following terms shall have the respective meanings set forth in this Section. For purposes of any Series of Securities issued under this Indenture, the Supplemental Indenture in respect of such Series of Securities will specify the defined terms to be used therein, which may include some or all of the terms contained in this Section 1.01.

“Additional Collateral Bond” has the meaning set forth in the definition of “Discharge of First-Out Obligations.”

“Additional First Lien Debt” means additional Indebtedness incurred by the Company or any other Grantor and designated as First Lien Debt in accordance with the terms of the Collateral Trust Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that Beneficial Ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Applicable Law” means, as to any Person, any ordinance, law, treaty, rule or regulation or any determination, ruling or other directive by and from an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property is subject.

“Asset Disposition” means “Disposition” as defined in the Credit Agreement as in effect on the Issue Date.

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“Attributable Debt” means, in respect of a sale and leaseback transaction, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Authorized Officer” means, with respect to (i) delivering an Officer’s Certificate pursuant to this Indenture, the chief executive officer, the president, the chief financial officer, the treasurer, any assistant treasurer, the principal accounting officer or any other person of the Company having substantially the same responsibilities as the aforementioned officers, and (ii) any other matter in connection with this Indenture, the chief executive officer, the chief financial officer, the treasurer, any assistant treasurer, the general counsel or a responsible financial or accounting officer of the Company.

“Bankruptcy Law” means Title 11 of the United States Code, 11 U.S.C. §§ 101, et seq., as amended from time to time, or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means, unless otherwise provided by a Supplemental Indenture hereto for a particular Series of Securities, each day other than a Saturday, a Sunday or a day on which banking institutions in New York City (and, with respect to payments, in the place of payment) are authorized or required by law to remain closed.

“Capital Lease Obligations” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

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“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

“Cash Equivalents” means “Cash Equivalents” as defined in the Credit Agreement as in effect on the date of this Indenture.

“ Collateral” means all the assets and properties subject to the Liens created by the Note Security Documents.

“Collateral Bond” means the Original Collateral Bond and any Additional Collateral Bond.

“Collateral Bond Guaranty” means that certain Guaranty of Exit Collateral Bond and Indemnity Agreement for Surface Mining and Reclamation Permits (as amended, supplemented, amended and restated, replaced or otherwise modified from time to time), executed by certain guarantors in favor of the Railroad Commission of Texas.

“ Collateral Trust Agreement ” means the Collateral Trust Agreement dated as of October 3, 2016 among the Company, the other Grantors, Railroad Commission of Texas as the First-Out Representative, Credit Suisse AG, Cayman Islands Branch as Senior Credit Agreement Representative, and Delaware Trust Company as Collateral Trustee, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Collateral Trustee” means Delaware Trust Company and any of its successors in its capacity as collateral trustee under the Collateral Trust Agreement.

“Company” means Vistra Operations Company LLC and any and all successors thereto.

“Company Order” means a written order signed in the name of the Company by one Authorized Officer.

“Consolidated EBITDA” means “Consolidated EBITDA” as defined in the Credit Agreement as in effect on the date of this Indenture.

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“Controlling Priority Lien Representative” has the meaning set forth in the Collateral Trust Agreement.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 11.01 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means the Credit Agreement entered into on October 3, 2016, among the Company, Vistra Intermediate Company LLC, the guarantor parties and various lenders party thereto and Credit Suisse AG, Cayman Islands Branch (as successor to Deutsche Bank AG New York Branch), as administrative agent and as collateral agent, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Custodian” means the Trustee, as custodian with respect to the Securities in global form, or any successor entity thereto.

“Default” means any event, act or condition which with notice or lapse of time, or both, would (without cure or waiver hereunder) constitute an Event of Default.

“Definitive Security” means a certificated Security registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof. Definitive Securities with respect to each Series of Securities will be in the form specified in the Supplemental Indenture pursuant to which such Series of Securities is created.

“Depository” means DTC, its nominees and their respective successors. If at any time there is more than one such person acting as Depository, “Depository” as used with respect to the Securities of any Series shall mean the Depository with respect to the Securities of such Series.

“Discharge of First Lien Obligations” means the occurrence of all of the following:

termination or expiration of all commitments to extend credit that would constitute First Lien Obligations;
payment in full in cash of the principal of and interest and premium (if any) on all First Lien Obligations (other than any undrawn letters of credit but including unpaid drawings in respect of letters of credit);
with respect to undrawn letters of credit, any of (i) the discharge, cash collateralization or backstopping (in the amount required pursuant to the applicable First Lien Documents) of all outstanding letters of credit constituting First Lien Obligations, (ii) the deemed reissuance with the consent of the issuer of such outstanding letters of credit and any holder of the related Series of First Lien Debt that has reimbursement obligations with respect to such outstanding letters of credit under another credit facility (whether or not such credit facility constitutes a Series of First Lien Debt), provided that if such letters of credit are

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deemed reissued under another Series of First Lien Debt, then they will be outstanding under such other Series of First Lien Debt or (iii) the issuer of each such letter of credit has notified the Collateral Trustee in writing that alternative arrangements satisfactory to such issuer and holders of the related Series of First Lien Debt that has reimbursement obligations with respect thereto have been made;

(i) payment in full in cash of certain hedging obligations and cash management obligations described in the Collateral Trust Agreement that are secured by a Priority Lien and the termination of certain secured hedging agreements described in the Collateral Trust Agreement relating thereto, (ii) the novation of all transactions entered into thereunder or pursuant thereto on terms and to counterparties acceptable to the counterparties under secured hedging arrangements and cash management arrangements described in the Collateral Trust Agreement, or (iii) the establishment of other arrangements with respect to such hedging obligations or cash management obligations as may be reasonably acceptable to the counterparties thereto (and communicated to the Collateral Trustee); and
payment in full in cash of all other First Lien Obligations (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at or prior to such time) that are outstanding and unpaid at the time that each of the events described in clauses (1), (2), (3) and (4) above shall have occurred;

provided that, if, at any time after the Discharge of First Lien Obligations has occurred, the Company or any other Grantor enters into any First Lien Document evidencing a First Lien Obligation which incurrence is not prohibited by the applicable Priority Lien Documents, then such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes hereof with respect to such new First Lien Obligation (other than with respect to any actions previously taken as a result of the occurrence of such first Discharge of First Lien Obligations), and, from and after the date on which the Company designates such Indebtedness as First Lien Obligations in accordance with the Collateral Trust Agreement and delivers an Officer’s Certificate (as defined in the Collateral Trust Agreement) to the Collateral Trustee and the First-Out Representative verifying such designation, the obligations under such First Lien Document will automatically and without any further action be treated as First Lien Obligations for all purposes of the Collateral Trust Agreement, including for purposes of the Lien priorities and rights in respect of Collateral.

“Discharge of First-Out Obligations” means (i) the satisfaction of all Reclamation Obligations of the Company and Luminant to the First-Out Representative and the termination of the Collateral Bond as provided in a notice by the First-Out Representative to the Collateral Trustee and the payment in full of all other First-Out Obligations or (ii) the provision of a replacement collateral bond or other collateral support in form and substance satisfactory to the First-Out Representative in accordance with the Texas Statutes that is not secured by the Collateral and otherwise supports the full amount of the Reclamation Obligations (including the provision of cash or cash equivalents and /or one or more letters of credit collateralizing or

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supporting, as applicable, the full amount of the Reclamation Obligations on terms satisfactory to the First-Out Representative in accordance with the Texas Statutes) and the payment in full of all other First-Out Obligations; provided that, if, at any time after the Discharge of First-Out Obligations has occurred, the Company or any other Grantor provides a collateral bond to the First-Out Representative secured by the Collateral which secured collateral bond (the “Additional Collateral Bond”) is not prohibited by the applicable Priority Lien Documents, then such Discharge of First-Out Obligations shall automatically be deemed not to have occurred for all purposes of the Collateral Trust Agreement with respect to the First-Out Obligations in respect of such Additional Collateral Bond (other than with respect to any actions previously taken as a result of the occurrence of such first Discharge of First-Out Obligations), and, from and after the date on which the Company designates such Additional Collateral Bond and the obligations under any other First-Out Documents as First-Out Obligations and delivers an Officer’s Certificate (as defined in the Collateral Trust Agreement) to the Collateral Trustee verifying such designation, the obligations under such Additional Collateral Bond and First-Out Documents will automatically and without any further action be treated as First-Out Obligations for all purposes of the Collateral Trust Agreement, including for purposes of the priorities and rights in respect of Collateral and the related payments set forth in the Collateral Trust Agreement and any First Lien Obligations shall be deemed to have been at all times First Lien Obligations and at no time First-Out Obligations.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Securities mature.

“Domestic Subsidiary” means any Subsidiary of the Company that was incorporated or organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof.

“DTC” means The Depository Trust Company.

“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

“Eligible Subsidiaries” means the Wholly Owned Domestic Subsidiaries and Vistra Preferred Inc. and each of its Wholly Owned Domestic Subsidiaries.

“EnforcementAction” has the meaning set forth in the Collateral Trust Agreement.

“Environmental CapEx Debt” means Indebtedness of the Company or its Subsidiaries incurred for the purpose of financing capital expenditures deemed necessary by the Company or its Subsidiaries to comply with Environmental Laws.

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“Environmental Law” means any applicable federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including without limitation any binding judicial or administrative order, consent decree or judgment, relating to the environment, human health or safety (as such relates to exposure to Hazardous Materials) or Hazardous Materials.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Property” means “Excluded Property” as defined in the Credit Agreement as in effect on the Issue Date.

“Excluded Subsidiary” means “Excluded Subsidiary” as defined in the Credit Agreement as in effect on the Issue Date.

“First Lien Debt” means (a) the Securities issued on the applicable Issue Date and any related Subsidiary Guarantees, (b) Indebtedness incurred under the Credit Agreement (including the undrawn amount of letters of credit, whether or not then available to be drawn) and any guarantees thereof, (c) Additional First Lien Debt (other than certain cash management obligations and hedging obligations described in the Collateral Trust Agreement), (d) certain cash management obligations described in the Collateral Trust Agreement and (e) certain hedging obligations under secured hedging agreements described in the Collateral Trust Agreement.

“First LienDocuments” means, collectively, the Note Documents and any additional indenture, credit agreement or other agreement pursuant to which any other First Lien Debt is incurred or secured in accordance with the terms of each applicable Priority Lien Document and the Note Security Documents related thereto (other than any Note Security Documents that do not secure First Lien Obligations).

“First Lien Obligations” means the First Lien Debt and all other Obligations in respect thereof.

“First Lien Representative” means (a) in the case of the Securities, the Trustee, (b) in the case of the Credit Agreement, the administrative agent thereunder, and (c) in the case of any other Series of First Lien Debt, the agent or trustee who maintains the transfer register for such Series of First Lien Debt, as applicable, and is appointed as a representative of such Series of First Lien Debt (for purposes related to the administration of the applicable Note Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of First Lien Debt and, in the case of Additional First Lien Debt constituting hedging obligations, the hedge bank party to the hedging agreement under which such hedging obligations arise, and that executes and delivers a designation and joinder in accordance with the provisions of the Collateral Trust Agreement.

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“First-Out Documents” means, collectively, any Collateral Bond, the Permits and any other documents, agreements, orders or instruments in respect of, or related to, any Collateral Bond.

“First-Out Obligations” means all obligations from time to time of Luminant or the guarantors of any Priority Lien Obligations to the First-Out Representative for the performance and payment under any Collateral Bond, the Collateral Bond Guaranty, the Texas Statutes and any other First-Out Documents, including the Reclamation Obligations and First-Out Representative Fees and Expenses, and any other obligations owing to the First-Out Representative under the First-Out Documents (including the Collateral Trust Agreement).

“First-Out Representative” means the Railroad Commission of Texas.

“First-Out Representative Fees and Expenses” means all amounts payable under the Collateral Trust Agreement or any other First-Out Document on account of the First-Out Representative’s fees and expenses and any reasonable legal fees and expenses, out-of-pocket fees, costs and expenses or other liabilities (excluding, for the avoidance of doubt, any Reclamation Obligations) of any kind incurred by the First-Out Representative or agent thereof in connection with any Note Security Document or any other First-Out Document, including but not limited to indemnification payments and reimbursements.

“Fitch” means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“Foreign Subsidiary” of any Person means any Subsidiary of such Person that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time; provided, however, that if any operating lease would be recharacterized as a capital lease due to FASB Accounting Standards Update ASU 2016—02 or any future accounting treatment of such operating lease under any change in GAAP since the Issue Date, then solely with respect to the accounting treatment of any such lease, GAAP shall be interpreted as it was in effect prior to giving effect to FASB Accounting Standard Update ASU 2016-02 or any such future change.

“Global Securities” means, individually and collectively, each Security deposited with or on behalf of and registered in the name of the Depository for such Series or its nominee, issued in accordance with Section 2.01 hereof.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the Company’s option.

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“Governmental Authority” means any nation, sovereign or government, any state, province, territory or other political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity or authority exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, including a central bank, or a stock exchange, and including the Public Utility Commission of Texas or the Electric Reliability Council of Texas, or any other entity succeeding thereto.

“Grantor” means each of and “Grantors” means, collectively, the Company, the Subsidiary Guarantors and any other Person that at any time provides collateral security for the Priority Lien Obligations.

“Hazardous Materials” means (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, which is prohibited, limited or regulated by any Environmental Law.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(a) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; or

(b) (i) agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates, commodity prices or commodity transportation or transmission pricing or availability; (ii) any netting arrangements, power purchase and sale agreements, fuel purchase and sale agreements, swaps, options and other agreements, in each case, that fluctuate in value with fluctuations in energy, power or gas prices; and (iii) agreements or arrangements for commercial or trading activities with respect to the purchase, transmission, distribution, sale, lease or hedge of any energy related commodity or service.

“Holder” means the Person in whose name a Security is registered on the Registrar’s books.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables, except as provided in clause (e) below), whether or not contingent:

(a) in respect of borrowed money;

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(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(d) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

(e) representing the balance deferred and unpaid of the purchase price of any property (including trade payables) or services due more than six months after such property is acquired or such services are completed; or

(f) representing the net amount owing under any Hedging Obligations;

if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person; provided, that the amount of such Indebtedness shall be deemed not to exceed the lesser of the amount secured by such Lien and the value of the Person’s property securing such Lien.

“Indenture” means this Indenture, as amended or supplemented from time to time and shall include the form and terms or particular Series of Securities established as contemplated hereunder.

“Initial Notes” means the $0 aggregate principal amount of 7.233% Senior Secured Notes due 2028 issued under the Supplemental Indenture dated as of the date of this Indenture.

“Insolvency or Liquidation Proceeding” has the meaning set forth in the Collateral Trust Agreement.

“Investment” means, with respect to any Person, an investment by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

“Investment Grade” in respect of the Securities means a rating of: (a) Baa3 or better by Moody’s; (b) BBB- or better by Fitch; or (c) BBB- or better from S&P (or the equivalent of such rating by such rating organization or, if no rating of Moody’s, Fitch or S&P exists, the equivalent of such rating by any other Nationally Recognized Statistical Rating Organization selected by the Company as a replacement agency).

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“Investment Grade Event” means, with respect to a Series of Securities, (i) the senior, unsecured, long-term debt securities of the Company are rated Investment Grade by any two of the three Rating Agencies; (ii) the Securities of such Series are rated Investment Grade by any two of the three Rating Agencies after giving effect to the proposed release of all of the Collateral securing such Securities; and (iii) no Event of Default shall have occurred and be continuing with respect to the Securities of such Series.

“Issue Date” means, with respect to a Series of Securities, the date on which such Series of Securities is issued under a Supplemental Indenture.

“Lien” means, with respect to any asset, any mortgage, pledge, security interest, hypothecation, collateral assignment, lien (statutory or other) or similar encumbrance (including any conditional sale or other title retention agreement or any lease or license in the nature thereof); provided that in no event shall an operating lease be deemed to be a Lien.

“Luminant” means Luminant Mining Company, LLC, a Texas limited liability company, a subsidiary of the Company.

“Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) under the Exchange Act.

“Necessary Capital Expenditures” means capital expenditures that are required by Applicable Law (other than Environmental Laws) or undertaken for health and safety reasons or to prevent catastrophic failure of a unit. The term “Necessary Capital Expenditures” does not include any capital expenditure undertaken primarily to increase the efficiency of, expand or re-power any power generation facility.

“Note Documents” means this Indenture, any Supplemental Indenture pursuant to which a Series of Securities is created, the Securities, the Subsidiary Guarantees (if any), the Collateral Trust Agreement and the Note Security Documents.

“Note Security Documents” means the Collateral Trust Agreement, each joinder to the Collateral Trust Agreement and all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, control agreements or other grants or transfers for security executed and delivered by the Company or any other Grantor creating (or purporting to create) a Priority Lien upon Collateral in favor of the Collateral Trustee, for the benefit of the Priority Lien Secured Parties and the Collateral Trustee, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time.

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claim in such proceeding), premium (if any), penalties, fees, charges, expenses, indemnifications, reimbursements, damages, guarantees, other liabilities, amounts payable, or obligations under the documentation governing any Priority Lien Debt or other obligations in respect thereof (including, for avoidance of doubt, any First-Out Obligations).

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, Assistant Secretary or any Vice-President of such Person.

“Officer’s Certificate” means a certificate signed on behalf of the Company by an Authorized Officer that meets the requirements set forth in Section 11.03 and delivered to the Trustee.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 11.03 herein. The counsel may be an employee of or counsel to the Company, or any Subsidiary of the Company.

“Original Collateral Bond” means that certain Exit Collateral Bond and Indemnity Agreement for Surface Mining and Reclamation Permits (as amended, supplemented, amended and restated or otherwise modified from time to time), payable to the Railroad Commission of Texas, an administrative agency of the State of Texas responsible for, among other things, regulating surface coal mining and reclamation activities and operations in Texas, to, among other things, bond the obligations of Luminant under the Collateral Bond and pursuant to the Texas Surface Coal Mining and Reclamation Act, Texas Natural Resources Code, §134.001 et seq., regulations adopted thereunder, 16 TAC § 12.1 et seq., as amended (together with the Texas Surface Coal Mining and Reclamation Act, the “Texas Statutes”) and the permits referenced in the Collateral Bond (as such permits are amended, renewed, revised, or replaced from time to time, the “Permits”; and all such obligations, the “Reclamation Obligations”), which Reclamations Obligations will be secured on a superpriority first-out basis (subject to the application of proceeds set forth in the Collateral Trust Agreement) and constitute First-Out Obligations for purposes of the Collateral Trust Agreement.

“Parent” means Vistra Corp., a Delaware corporation.

“Paying Agent” means the office or agency where Securities may be presented for payment. The term “Paying Agent” includes any additional paying agent.

“Permits” has the meaning set forth in the definition of “Original Collateral Bond.”

“Permitted Liens” in connection with each Series, has the meaning assigned to such term in the relevant Supplemental Indenture.

“Permitted Prior Liens” means (a) in the case of the First Lien Obligations, Liens permitted by the First Lien Documents to be incurred on a senior basis to the First Lien Obligations (other than the First-Out Obligations) and (b) in the case of the First-Out Obligations, any Prior Permitted Lien (as defined in the Collateral Bond).

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“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Principal Property” means any building, structure or other facility (together with the land on which it is erected and fixtures comprising a part thereof) used primarily for manufacturing, processing, research, warehousing or distribution owned by the Company or any of its Subsidiaries, in each case located within the United States, that has a book value on the date of which the determination is being made, without deduction of any depreciation reserves, exceeding 2% of Total Assets, other than any such facility (or portion thereof) that the Company reasonably determines is not material to the business of the Company and its Subsidiaries taken as a whole.

“Priority Lien” means a first priority Lien (subject in priority only to Permitted Prior Liens) granted in favor of the Collateral Trustee pursuant to a Note Security Document, at any time, upon any property of the Company or any other Grantor to secure Priority Lien Obligations.

“Priority Lien Debt” means, collectively, First-Out Obligations and First Lien Debt.

“Priority Lien Documents” means, collectively, the First Lien Documents and the First-Out Documents.

“Priority Lien Obligations” means Priority Lien Debt, Obligations to the Collateral Trustee and all other Obligations in respect of any of the foregoing.

“Priority LienRepresentative” means (a) in the case of any other First Lien Debt, the applicable First Lien Representative or (b) in the case of any Collateral Bond, the First-Out Representative.

“Priority Lien Secured Party” means each holder of Priority Lien Obligations (other than the Collateral Trustee) and each Priority Lien Representative.

“Qualifying Equity Interests” means Equity Interests of the Company other than Disqualified Stock.

“Rating Agencies” means (1) Moody’s, (2) Fitch, (3) S&P and (4) if any of Moody’s, Fitch or S&P shall not make a rating of the Securities of a Series available, a Nationally Recognized Statistical Rating Organization selected by the Company which shall be substituted for Moody’s, Fitch or S&P, as the case may be, with respect to such Series of Securities.

“Reclamation Obligations” has the meaning set forth in the definition of “Original Collateral Bond.”

“Registrar” means the office or agency where Securities may be presented for registration of transfer or for exchange. The term “Registrar” includes any co-registrar.

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“Release Event” means the occurrence of an event as a result of which all Collateral securing any Series of Securities is permitted to be released in accordance with the terms of this Indenture and the Note Security Documents, it being understood that any action taken by the Company or its Affiliates to, solely at its option, provide Collateral to secure the Securities that is not required to be provided pursuant to the terms of this Indenture and the Note Security Documents, shall not be deemed to cause such Release Event to not have occurred; provided that, as to any Series of Securities, the Company will be permitted to elect that the occurrence of an Investment Grade Event will not constitute a Release Event for purposes of this Indenture.

“Responsible Officer” means (i) when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, any assistant secretary, any associate, senior associate, trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case, who at such time shall have direct responsibility for the administration of this Indenture and, with respect to a particular matter, any other officer of the Trustee to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and (ii) when used with respect to any other Person, the chief executive officer, chief financial officer, treasurer or general counsel of such person.

“Restricted Subsidiary” means “Restricted Subsidiary” as defined in the Credit Agreement as in effect on the date of this Indenture.

“Rule 144” means Rule 144 adopted by the SEC under the Securities Act.

“Rule 144A” means Rule 144A adopted by the SEC under the Securities Act.

“S&P” means S&P Global Ratings (a division of S&P Global, Inc.) or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“SEC” means the Securities and Exchange Commission.

“Securities” means all notes of the Company of any Series authenticated and delivered under this Indenture, including through the execution and delivery of a Supplemental Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Series” and “Series of Securities” means each series of Securities created pursuant to Section 2.01 hereof.

“Series of First Lien Debt” means, severally, the Credit Agreement, the Securities and each other issue or series of First Lien Debt.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture.

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“Specified Transaction” means any incurrence or repayment of Indebtedness (other than for working capital purposes) or any Investment that results in a Person becoming a Subsidiary of the Company, any acquisition permitted under this Indenture, any Asset Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Company, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person, or any asset sale of a business unit, line of business or division of the Company or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal is scheduled to be paid in the documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means any guarantee by any Subsidiary Guarantor of the Company’s obligations under this Indenture, the applicable Supplemental Indenture for any Series of Securities and the applicable Series of Securities, executed pursuant to the provisions of the applicable Supplemental Indenture.

“Subsidiary Guarantor” means any of the Company’s current and future Eligible Subsidiaries that may guarantee a Series of Securities pursuant to the provisions of this Indenture and a Supplemental Indenture for such Series of Securities, in each case, until the Subsidiary Guarantee of such Person has been released in accordance with the provisions of the applicable Supplemental Indenture; provided, for the avoidance of doubt, that Subsidiary Guarantor shall not include any Excluded Subsidiary unless the Company otherwise affirmatively elects to have such Excluded Subsidiary become a Subsidiary Guarantor.

“Supplemental Indenture” means any supplemental indenture entered into pursuant to Section 2.01 hereof to evidence the issuance of any Series of Securities after the date of this Indenture.

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“Test Period” means “Test Period” as defined in the Credit Agreement as in effect on the date of this Indenture.

“Texas Statutes” has the meaning set forth in the definition of “Original Collateral Bond.”

“TIA” means the Trust Indenture Act of 1939, as amended, (15 U.S.C. §§ 77aaa-77bbbb).

“Total Assets” means, as of any date of determination, the total consolidated assets of the Company and its Subsidiaries, determined in accordance with GAAP, as shown on the most recent publicly available balance sheet of the Company, and after giving pro forma effect to any acquisition or disposal of any property or assets consummated after the date of the applicable balance sheet and on or prior to the date of determination.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

“Unrestricted Subsidiary” means “Unrestricted Subsidiary” as defined in the Credit Agreement as in effect on the date of this Indenture.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Wholly OwnedDomestic Subsidiary” means, as to any Person, any Wholly Owned Subsidiary of such Person which is a Domestic Subsidiary.

“Wholly Owned Subsidiary” means, as to any Person, (i) any corporation 100% of whose Capital Stock is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person has a 100% Equity Interest at such time (other than, in the case of a Foreign Subsidiary of the Company with respect to the preceding clauses (i) and (ii), director’s qualifying shares and/or other nominal amount of shares required to be held by Persons other than the Company and its Subsidiaries under Applicable Law).

Section 1.02 Other Definitions.

Term	Defined inSection
“Covenant Defeasance”	Section 8.03
“Event of Default”	Section 6.01
“First Lien Consent”	Section 12.04
“Joinder”	Section 12.04
“Legal Defeasance”	Section 8.02
“Notes Obligations”	Section 12.01(a)
“Payment Default”	Section 6.01

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Term	Defined inSection
“Reversion Date”	Section 12.05(a)
“Successor Company”	Section 5.01(a)(1)(B)

Section 1.03 Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular;

(5) “will” shall be interpreted to express a command;

(6) provisions apply to successive events and transactions; and

(7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time.

The terms and provisions contained in this Indenture will apply to any Securities issued from time to time pursuant to this Indenture and any Subsidiary Guarantees thereof, except as may be otherwise provided in the Supplemental Indenture with respect to such Series of Securities.

ARTICLE 2

THE SECURITIES

Section 2.01 Issuable in Series.

(a) The aggregate amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. All Securities will have the terms set forth in the Supplemental Indenture pursuant to which such Series of Securities is created, which Supplemental Indenture will detail the adoption of the terms of such Series of Securities. In the case of Securities of a Series to be issued from time to time, the Supplemental Indenture creating such Series will detail the adoption of the terms thereof and will provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters; provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture.

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(b) At or prior to the issuance of any Series of Securities, the following terms shall be established in the Supplemental Indenture in respect of such Series and executed and delivered by the Company and the Trustee (and, if applicable, any guarantors of such Securities):

(1) the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series);

(2) the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;

(3) any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Sections 2.06, 2.07, 2.10, 3.06 or 9.04);

(4) the date or dates on which the principal of the Securities of the Series is payable;

(5) the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable or any interest payment date;

(6) the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, where the Securities of such Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served, and the method of such payment, if by wire transfer, mail or other means;

(7) if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company;

(8) the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(9) the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;

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(10) if other than denominations of $2,000 and any integral multiples of $1,000 in excess thereof, the denominations in which the Securities of the Series shall be issuable;

(11) the forms of the Securities of the Series in bearer or fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global Securities);

(12) if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02;

(13) the currency of denomination of the Securities of the Series, which may be US Dollars or any other currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;

(14) the designation of the currency, currencies or currency units in which payment of the principal of and interest, if any, on the Securities of the Series will be made;

(15) if payments of principal of or interest, if any, on the Securities of the Series are to be made in one or more currencies or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined;

(16) the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;

(17) the provisions, if any, relating to any security or guarantee provided for the Securities of the Series, and any subordination in right of payment, if any, of the Securities of the Series;

(18) any addition to or change in or deletion of any of the covenants set forth in Articles 4 or 5 which applies to Securities of the Series;

(19) any addition to or change in the Events of Default which applies to any Securities of the Series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.02;

(20) any addition to or change in or deletion of any of the provisions and terms set forth in Articles 7, 9 and 12 which applies to Securities of the Series;

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(21) any other terms of the Securities of the Series (which may modify or delete any provision of this Indenture insofar as it applies to such Series and/or add additional provisions); and

(22) any depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein.

(c) All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Supplemental Indenture pursuant to which such Series is created, and the authorized principal amount of any Series may be increased to provide for issuances of additional Securities of such Series, unless otherwise provided in such Supplemental Indenture.

(d) Global Securities will be in the form specified in the Supplemental Indenture pursuant to which such Series of Securities is created. Each Global Security shall represent such of the outstanding Securities of a Series as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Securities of such Series from time to time as reflected in the records of the Trustee and that the aggregate principal amount of outstanding Securities of such Series represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The Trustee’s records shall be noted to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities of such Series represented thereby, in accordance with instructions given by the Holder thereof.

Section 2.02 Execution and Authentication.

One Officer must sign the Securities for the Company by manual, facsimile or .pdf signature.

If an Officer whose signature is on a Security no longer holds that office at the time a Security is authenticated, the Security will nevertheless be valid.

A Security will not be valid until authenticated by the manual or electronic signature of the Trustee. The signature will be conclusive evidence that the Security has been authenticated under this Indenture. A Security shall be dated the date of its authentication.

The Trustee shall, upon receipt of a Company Order, authenticate Securities for original issue under this Indenture. The aggregate principal amount of Securities outstanding at any time may not exceed the aggregate principal amount of Securities authorized for issuance by the Company pursuant to one or more Company Orders, except as provided in Section 2.07 hereof. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall receive, and, subject to Section 7.01, shall be fully protected in relying upon:

(a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Securities were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate;

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(b) an executed Supplemental Indenture;

(d) an Opinion of Counsel, delivered in accordance with Section 11.03 hereof, and which shall also state:

(1) that the form and terms of such Securities have been established in conformity with the provisions of this Indenture;

(3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles.

The Trustee shall not be required to authenticate such Securities if the issue thereof will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the generality of the foregoing, the Trustee will not be required to authenticate Securities denominated in any currency other than U.S. dollars if the Trustee reasonably believes that it would be unable to perform its duties with respect to such Securities.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

(a) The Company will maintain a Registrar and a Paying Agent with respect to each Series of Securities issued pursuant to this Indenture. The Registrar will keep a register of the Holders and the Securities and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional Paying Agents and may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. The Company or any of the Company’s Subsidiaries may act as Paying Agent or Registrar.

(b) The Company initially appoints DTC to act as Depository with respect to each Series unless another Depository is appointed prior to the time Securities of that Series are first issued.

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(c) The Company initially appoints the Trustee to act as the Registrar and Paying Agent with respect to each Series unless another Registrar and Paying Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

Section 2.04 Paying Agent to Hold Money in Trust.

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent (i) will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or interest on such Securities and (ii) will notify the Trustee in writing of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) will have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders of any Series of Securities all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for each Series of Securities.

Section 2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Securities and Definitive Securities. A Global Security may not be transferred as a whole except by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or to another nominee of the Depository, or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. The Company shall exchange Global Securities for Definitive Securities of the same Series if at any time:

(1) the Company delivers to the Trustee notice from the Depository that it is unwilling or unable to continue to act as Depository or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depository is not appointed by the Company within 90 days after the date of such notice from the Depository;

(2) the Company in its sole discretion determines that the Global Securities of a given Series (in whole but not in part) should be exchanged for Definitive Securities of the same Series and delivers an Officer’s Certificate to such effect to the Trustee; or

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(3) upon the written request of a Holder if a Default or Event of Default shall have occurred and be continuing with respect to the Securities of such Series.

Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Securities shall be issued in such names and in any approved denominations as the Depository shall instruct the Trustee. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Security authenticated and delivered in exchange for, or in lieu of, a Global Security or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Security. Definitive Securities and beneficial interests in a Global Security may each be transferred and exchanged as provided in the Supplemental Indenture pursuant to which such applicable Series of Securities is created.

(b) General Provisions Relating to Transfers andExchanges.

(1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Securities and Definitive Securities upon receipt of a Company Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2) No service charge shall be made to a Holder of a Global Security or to a Holder of a Definitive Security for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06 and 9.04 hereof).

(3) The Registrar shall not be required to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

(4) All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or Definitive Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Securities or Definitive Securities surrendered upon such registration of transfer or exchange.

(5) Neither the Registrar nor the Company shall be required:

(A) to issue, to register the transfer of or to exchange any Securities during a period beginning at the opening of business 15 days before the day of any selection of Securities for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part; or

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(C) to register the transfer of or to exchange a Security between a record date and the next succeeding interest payment date.

(6) Prior to due presentment for the registration of a transfer of any Security, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Securities and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7) The Trustee shall authenticate Global Securities and Definitive Securities in accordance with the provisions of Section 2.02 hereof.

(8) All orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(9) Notwithstanding anything herein to the contrary, neither the Trustee nor the Registrar shall be responsible for ascertaining whether any transfer or exchange complies with the registration provisions of or exemptions from the Securities Act or applicable state securities laws.

(c) Legends. Securities of a Series will bear the legends provided for in the Supplemental Indenture pursuant to which such Series of Securities is created.

(d) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Section 2.07 Replacement Securities.

(a) If any mutilated Security is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Security, the Company will issue and the Trustee, upon receipt of a Company Order, will authenticate a replacement Security of the same Series if the Trustee’s requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Company may charge for its expenses in replacing a Security.

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(b) Every replacement Security is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities of such Series duly issued hereunder.

Section 2.08 Outstanding Securities.

(a) The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Security effected by the Trustee in accordance with the provisions hereof or any applicable Supplemental Indenture, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security; however, Securities held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 9.02(a) hereof.

(b) If a Security is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a protected purchaser.

(c) If the principal amount of any Security is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

(d) If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Securities payable on that date, then on and after that date such Securities will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09 Treasury Securities.

In determining whether the Holders of the required principal amount of Securities of a given Series have concurred in any direction, waiver or consent, Securities of such Series owned by the Company or any Subsidiary Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Subsidiary Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Securities that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.

Section 2.10 Temporary Securities.

(a) Until certificates representing Securities are ready for delivery, the Company may prepare and the Trustee, upon receipt of a Company Order, will authenticate temporary Securities. Temporary Securities will be substantially in the form of certificated Securities but may have variations that the Company considers appropriate for temporary Securities and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate Definitive Securities of the same Series in exchange for temporary Securities.

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(b) Holders of temporary Securities will be entitled to all of the benefits of this Indenture as the definitive Securities of the same Series.

Section 2.11 Cancellation.

The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. Upon receipt of a Company Order, the Trustee and no one else will cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of such canceled Securities in its customary manner. Certification of the disposition of all canceled Securities will be delivered to the Company at the Company’s written request. The Company may not issue new Securities to replace Securities that it has paid or that have been delivered to the Trustee for cancellation.

ARTICLE 3

REDEMPTION AND PREPAYMENT

For purposes of this Indenture, Article 3 hereof provides the terms upon which redemption and prepayment may occur. For purposes of any Series of Securities issued under a Supplemental Indenture, the Supplemental Indenture in respect of such Series of Securities will specify the terms upon which redemption and prepayment may occur, which may include some, all or none of the terms contained in this Article 3.

Section 3.01 Notices to Trustee.

The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company elects or is obligated to redeem such Series of Securities pursuant to the provisions of such Securities, it must furnish to the Trustee, at least 5 days before the redemption notice is sent to the Holders (unless the Trustee agrees to a shorter period), an Officer’s Certificate setting forth:

(1) the clause of the Supplemental Indenture for such Series pursuant to which the redemption shall occur;

(2) the redemption date;

(3) the principal amount of the Series of Securities to be redeemed;

(4) the redemption price; and

(5) the applicable CUSIP numbers, if any.

Section 3.02 Selection of Securities to Be Redeemed.

If less than all of the Securities of a Series is to be redeemed at any time, the Trustee (or Registrar if other than the Trustee) shall select the Securities of the Series for redemption on a pro rata basis to the extent practicable or by lot or such other similar method in accordance with the procedures of the Depository, unless otherwise required by law or applicable stock exchange requirements.

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In the event of partial redemption by lot, the particular Securities of the Series to be redeemed shall be selected, unless otherwise provided herein, not less than 10 nor more than 60 days prior to the redemption by the Trustee from the outstanding Securities of such Series not previously called for redemption.

The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed. Securities and portions of Securities selected shall be in minimum amounts of $2,000 or whole multiples of $1,000 in excess of $2,000; except that if all of the Securities of a Holder of any Series are to be redeemed, the entire outstanding amount of Securities of such Series held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to a Series of Securities called for redemption also apply to portions of Securities called for redemption.

No Securities of a Series of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first-class mail or sent electronically at least 10 but not more than 60 days before the redemption date to each Holder to be redeemed at its registered address, except that redemption notices may be mailed or sent electronically more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities of a Series or a satisfaction and discharge of this Indenture.

If any Security of a Series is to be redeemed in part only, the notice of redemption that relates to that Security shall state the portion of the principal amount of that Security that is to be redeemed. In the case of certificated Securities, a new Security of such Series in principal amount equal to the unredeemed portion of the original Security shall be issued in the name of the Holder upon cancellation of the original Security. Securities of a Series called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Securities of a Series or portions of them called for redemption unless the Company defaults in making the applicable redemption payment.

Section 3.03 Notice of Redemption.

At least 10 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first-class mail or sent electronically, a notice of redemption to each Holder whose Securities are to be redeemed at its registered address, except that redemption notices may be mailed or sent electronically more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture pursuant to Article 8 or Article 10 hereof.

The notice will identify the Securities of the Series to be redeemed and will state:

(1) the redemption date;

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(2) the redemption price;

(3) if any Security of such Series is being redeemed in part, the portion of the principal amount of such Security to be redeemed and that, after the redemption date upon surrender of such Security, in the case of certificated Securities, a new Security or Securities in principal amount equal to the unredeemed portion will be issued in the name of the Holder upon cancellation of the original Security;

(4) the name and address of the Paying Agent;

(5) that Securities of such Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Company defaults in making such redemption payment, interest on Securities of such Series called for redemption ceases to accrue on and after the redemption date;

(7) the applicable section of this Indenture and/or the Supplemental Indenture for the applicable Series pursuant to which the Securities of such Series called for redemption are being redeemed;

(8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities; and

(9) if such redemption is subject to the satisfaction of one of more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), such redemption may not occur and such notice may be rescinded in the event that any or all of such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 5 days prior to the redemption date (or such shorter period as the Trustee in its sole discretion may allow), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Any redemption and notice thereof may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed or sent electronically in accordance with Section 3.03 hereof, Securities of the Series called for redemption become, subject to any conditions precedent set forth in the notice of redemption, irrevocably due and payable on the redemption date at the redemption price.

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Section 3.05 Deposit of Redemption Price.

One Business Day prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of, accrued interest to but excluding the redemption date, and premium, if any, on all Securities to be redeemed on that date. Promptly after the Company’s written request, the Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, accrued interest, and premium, if any, on, all Securities to be redeemed.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest will cease to accrue on the Securities or the portions of Securities called for redemption.

If a Security is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the close of business on such record date. If any Security called for redemption is not so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01 hereof.

Section 3.06 Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the Company shall issue and, upon receipt of a Company Order, the Trustee shall authenticate for the Holder at the expense of the Company a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

Section 3.07 Calculation of Redemption Price.

The Trustee shall have no obligation to calculate the redemption price of any Security.

ARTICLE 4

COVENANTS

For purposes of this Indenture, Article 4 hereof provides the terms of the various covenants to which Securities are subject. However, the Supplemental Indenture in respect of the Securities of a Series will specify the terms of the covenants to which the Securities of such Series are subject, which may include some, all or none of the covenants contained in this Article 4.

Section 4.01 Payment of Securities.

The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Securities of each Series on the dates and in the manner provided in this Indenture and the Securities of such Series. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

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Section 4.02 Maintenance of Office or Agency.

(a) The Company shall, for the benefit of Holders of each Series of Securities, maintain an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee or Registrar) where Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

(b) The Company may also from time to time designate one or more other offices or agencies where the Securities of a Series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c) With respect to each Series of Securities, the Company hereby designates the Corporate Trust Office of the Trustee for such Securities as one such office or agency of the Company in accordance with Section 2.03 hereof; provided, however, the Trustee shall not be deemed an agent of the Company for the service of legal process.

Section 4.03 Reports.

(a) Whether or not required by the SEC’s rules and regulations, so long as any Securities of a Series are outstanding, the Company shall furnish to the Trustee and Holders of such Series of Securities, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:

(1) all quarterly and annual reports of the Company that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and

(2) all current reports of the Company that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

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within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made with the SEC, the reports shall be deemed to have been furnished to the Trustee and Holders. To the extent such filings are not made with the SEC, the reports shall be deemed to have been furnished to the Trustee and Holders if the Company (i) delivers such reports to the Trustee and (ii) posts copies of such reports on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access shall be given to Holders and prospective purchasers of the Securities, in each case at the Company’s expense and by the applicable date the Company would be required to file such information pursuant to the preceding paragraph.

(b) In addition, the Company agrees that, for so long as any Securities of a Series remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the SEC, it will furnish to the Holders of such Series of Securities and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c) Notwithstanding the foregoing, the foregoing obligations may be satisfied with respect to financial and other information of the Company by furnishing (including by filing with the SEC) (i) the applicable financial statements of Vistra Corp. (or any other direct or indirect parent of the Company) or (ii) Vistra Corp.’s (or any other direct or indirect parent of the Company, as applicable) Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to Section 4.03(a), to the extent such information relates to Vistra Corp. (or any other direct or indirect parent of the Company), such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to Vistra Corp. or such other parent, on the one hand, and the information relating to the Company on a standalone basis, on the other hand (provided, however, that the Company shall be under no obligation to deliver such consolidating or other explanatory information if the Total Assets and the Consolidated EBITDA of the Company and its consolidated Restricted Subsidiaries do not differ from the Total Assets and the Consolidated EBITDA, respectively, of Vistra Corp. (or any other direct or indirect parent of the Company) and its consolidated Subsidiaries by more than 2.5%).

(d) Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt thereof shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely on an Officer’s Certificate).

Section 4.04 Compliance Certificate.

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and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on a Series of Securities is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b) So long as any of the Securities are outstanding, the Company shall deliver to the Trustee with respect to such Series of Securities, promptly upon the Company becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

ARTICLE 5

SUCCESSORS

For purposes of this Indenture, Article 5 hereof provides the terms upon which a Person can succeed the Obligations of the Company. For purposes of any Securities issued under this Indenture, the Supplemental Indenture in respect of such Series of Securities will specify the terms upon which a Person can succeed the obligations of the Company or the applicable guarantors, if any, to such Series of Securities, which may include some, all or none of the terms contained in this Article 5.

Section 5.01 Merger, Consolidation or Sale of Assets.

(a) The Company may not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1) either:

(A) the Company is the surviving corporation; or

(B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

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(2) the Successor Company (if other than the Company) expressly assumes all the obligations of the Company under this Indenture, the Securities and, if applicable, prior to a Release Event, the Note Security Documents, and in connection therewith shall cause instruments to be filed and recorded and take such other actions as may be required by Applicable Law to perfect or continue the perfection of the Lien created under the Note Security Documents on the Collateral owned by or transferred to such other Person, in each case, pursuant to documents in such form as are reasonably satisfactory to the Trustee and the Collateral Trustee; and

(3) immediately after such transaction, no Default or Event of Default exists;

(4) prior to a Release Event, to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person formed by or surviving any such consolidation or merger are assets of the type which would constitute Collateral under the Note Security Documents, the Person formed by or surviving any such consolidation or merger will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Note Security Documents in the manner and to the extent required in this Indenture or any of the Note Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Note Security Documents; and

(5) the Company delivers an Officer’s Certificate and Opinion of Counsel stating that such consolidation, merger, sale, assignment, transfer, conveyance or other transfer complies with this Article 5.

(b) In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

(1) a merger, amalgamation or consolidation of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction or forming a direct or indirect holding company of the Company; and

(2) any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries, including by way of merger or consolidation.

Section 5.02 Successor Company Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the Successor Company shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the Successor Company and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if the Successor Company had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of, interest, premium (if any) on the Securities except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

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ARTICLE 6

DEFAULTS AND REMEDIES

For purposes of this Indenture, Article 6 hereof provides the terms defaults and remedies. For purposes of any Series of Securities issued under this Indenture, the Supplemental Indenture in respect of such Series of Securities will specify the terms of defaults and remedies for such Series of Securities, which may include some, all or none of the terms contained in this Article 6.

Section 6.01 Events of Default.

Each of the following is an “Event of Default” with respect to the Securities of a Series:

(1) default for 30 days in the payment when due of interest on such Series of Securities;

(2) default in payment when due of the principal of, or premium, if any, on such Series of Securities;

(3) failure by the Company or any guarantor of such Securities to comply with any covenant in this Indenture (other than a default specified in clause (1) or (2) above) for 60 days after (or 120 days in the case of the covenant set forth in Section 4.03) written notice by the Trustee or Holders of at least 30% in principal amount of the applicable Series of Securities then outstanding;

(4) default under any document evidencing any indebtedness for borrowed money by the Company or any guarantor of such Securities, whether such indebtedness now exists or is created after the applicable Issue Date, if that default:

(A) is caused by a failure to pay principal when due at final (and not any interim) maturity on or prior to the expiration of any grace period provided in such indebtedness (a “Payment Default”); or

(B) results in the acceleration of such indebtedness prior to its express maturity (without such acceleration having been rescinded, annulled or otherwise cured),

and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates $300.0 million or more; provided that this clause (4) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness and (ii) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion;

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(5) except as permitted by this Indenture, any Subsidiary Guarantee of the Securities of such Series shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or their Subsidiary Guarantee(s) of the Securities of such Series; and

(6) (a) a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian for all or substantially all of the property of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in each of clauses (i), (ii) or (iii), the order, appointment or decree remains unstayed and in effect for at least 60 consecutive days; or (b) the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors; and

(7) other than by reason of the satisfaction in full of all Obligations under this Indenture and discharge of this Indenture with respect to such Series of Securities or the release of such Collateral with respect to such Series of Securities in accordance with the terms of this Indenture and the Note Security Documents:

(A) in the case of any security interest with respect to Collateral having a fair market value in excess of 5% of Total Assets, individually or in the aggregate, such security interest under the Note Security Documents shall as to such Series, at any time, cease to be a valid and perfected security interest or shall be declared invalid or unenforceable by a court of competent jurisdiction and any such default continues for 30 days after notice of such default shall have been given to the Company by the Trustee or the Holders of at least 30% in principal amount of such Series of Securities that are outstanding, except to the extent that any such default (1) results from the failure of the Collateral Trustee to maintain possession of certificates, promissory notes or other instruments actually delivered to it representing securities pledged under the Note Security Documents or (2) to the extent relating to Collateral consisting of real property, is covered by a title insurance policy with respect to such real property and such insurer has not denied coverage; or

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(B) the Company or any Subsidiary Guarantor that is a Significant Subsidiary (or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary) shall assert, in any pleading in any court of competent jurisdiction, that any security interest under any Note Security Document in respect of such Series of Securities is invalid or unenforceable as it pertains to such Series of Securities.

Section 6.02 Acceleration.

In the case of an Event of Default with respect to Securities of any Series pursuant to Section 6.01(6), principal of and accrued and unpaid interest on all the Securities of such Series that are outstanding will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of such Series of Securities that are outstanding may declare the principal of and accrued and unpaid interest on all the Securities of such Series to be due and payable immediately.

Section 6.03 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the applicable Series of Securities that are then outstanding, by notice to the Trustee may, on behalf of the Holders, waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of interest on or principal of, such Series of Securities (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding of the applicable Series of Securities may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.04 Control by Majority.

Subject to the terms of the Collateral Trust Agreement, Holders of a majority in principal amount of the applicable Series of Securities that are then outstanding may direct the Trustee in its exercise of any trust or power in respect of such Series of Securities. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the applicable Series of Securities or, subject to Section 7.01 and Section 7.02, that the Trustee determines is unduly prejudicial to the rights of other Holders of such Series of Securities or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may withhold from Holders of any Series of Securities notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest.

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Section 6.05 Limitations on Suits.

In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holders of a Series of Securities unless such Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Security may pursue any remedy with respect to this Indenture unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in aggregate principal amount of such Series of Securities that are then outstanding have requested the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity;

(5) Holders of a majority in aggregate principal amount of such Series of Securities that are then outstanding have not given the Trustee a direction inconsistent with such request within such 60-day period; and

(6) such Holders are not prohibited from taking such action pursuant to the terms of the Collateral Trust Agreement.

Section 6.06 Collection Suit by Trustee.

Subject to the Collateral Trust Agreement, if an Event of Default specified in Section 6.01(1) or Section 6.01(2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Securities of a Series and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding.

Section 6.07 Priorities.

Subject to the Collateral Trust Agreement, if the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due under the Note Documents, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

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Second: to Holders of Securities for amounts due and unpaid on the Securities for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal, premium, if any, and interest, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Securities pursuant to this Section 6.07.

Section 6.08 Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company, its Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter and may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any custodian or other party making payment in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.06 hereof. No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default with respect to any Series of Securities as to which it is Trustee has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and only with respect to Series of Securities as to which it is Trustee and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, with respect to certificates or opinions specifically required by any provision hereof to be furnished to it, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this Section 7.01(c) does not limit the effect of Section 7.01(b);

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.04 hereof, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series; and

(4) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) The Trustee will not be liable for interest on or the investment of any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(e) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to Section 7.01.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person.

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(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct, negligence or failure to act of any attorney or agent appointed with due care.

(d) The Trustee will not be liable for any action it takes, suffers or omits to take in good faith that it believes to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Subsidiary Guarantor, as applicable, will be sufficient if signed by an Officer of the Company or such Subsidiary Guarantor, as applicable.

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity and/or security satisfactory to the Trustee against the losses, liabilities and expenses that might be incurred by the Trustee in compliance with such request or direction.

(g) In no event shall the Trustee be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(h) The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities of a particular Series and this Indenture.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder as Registrar and Paying Agent, and each Agent, Custodian and other Person employed to act hereunder.

(j) The Trustee may request that the Company and each Subsidiary Guarantor deliver an Officer’s Certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.

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(k) Notwithstanding any provision herein to the contrary, in no event shall the Trustee be liable for any failure or delay in the performance of its obligations under this Indenture because of circumstances beyond its control, including, but not limited to, nuclear or natural catastrophes or acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, pandemics or epidemics, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture, inability to obtain material, equipment, or communications or computer (software and hardware) facilities, or the failure of equipment or interruption of utilities, communications or computer (software and hardware) facilities, and other causes beyond its control whether or not of the same class or kind as specifically named above.

(l) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(m) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(n) The Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Indenture or any Note Security Document, or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of such recording or filing or depositing, or to any re-recording, refiling, or redepositing of any thereof, or otherwise monitoring the perfection, continuation of perfection, or the sufficiency or validity of any security interest in or related to any Collateral or (B) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral.

(o) The Trustee shall have no obligation whatsoever to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, insured or has been encumbered, or that any Liens on the Collateral have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether the property constituting collateral intending to be subject to the interest and the interest of the Note Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto.

(p) The Trustee shall have no duty to monitor the performance or actions of the Collateral Trustee. The Trustee shall have no responsibility or liability for the actions or omissions of the Collateral Trustee. In each case that the Trustee is requested hereunder or under any of the Note Security Documents to give direction or provide any consent or approval to the Collateral Trustee, the Company or to any other party, the Trustee may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding applicable Series of Securities. If the Trustee requests direction from the Holders of a majority in aggregate principal amount of the then outstanding applicable Series of Securities with respect to giving any direction to the Collateral Trustee, the Trustee shall be entitled to refrain from giving such direction unless and until the Trustee shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Securities, and the Trustee shall not incur liability to any Person by reason of so refraining.

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(q) The Trustee shall be under no obligation to effect or maintain insurance or to renew any policies of insurance or to inquire as to the sufficiency of any policies of insurance carried by the Company or any Grantor, or to report, or make or file claims or proof of loss for, any loss or damage insured against it that may occur, or to keep itself informed or advised as to the payment of any taxes or assessments, or to require any such payment be made.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with either the Company or any Subsidiary Guarantor or any Affiliate of the Company or any Subsidiary Guarantor with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if this Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties.

Section 7.04 Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of any offering materials, the Note Documents, the Securities or any Subsidiary Guarantee; it shall not be accountable for the Company’s use of the proceeds from the Securities or any money paid to the Company or upon the Company’s direction under any provision of this Indenture; it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee; and it will not be responsible for any statement or recital herein or any statement in the Securities, any Subsidiary Guarantee or any other document in connection with the sale of the Securities or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if a notice of such Default or Event of Default is delivered to the Trustee, the Trustee will mail or send electronically to Holders of the applicable Series of Securities a notice of the Default or Event of Default within 90 days after it receives such notice. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on, any Security, the Trustee may and shall be protected in withholding the notice if and so long as it in good faith determines that withholding the notice is in the interests of the Holders of the applicable Series of Securities.

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Section 7.06 Compensation and Indemnity.

(a) The Company and any Subsidiary Guarantors, jointly and severally, shall pay to the Trustee from time to time reasonable compensation, as agreed in writing from time to time, for its acceptance and administration of this Indenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a Trustee of an express trust. The Company and any Subsidiary Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable and documented disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable and documented compensation, disbursements and expenses of the Trustee’s agents and counsel.

(b) The Company and any Subsidiary Guarantor, jointly and severally, will indemnify the Trustee and hold it harmless from and against any and all losses, liabilities, claims, damages, costs or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties or the exercise of its rights under this Indenture, each Supplemental Indenture and any Subsidiary Guarantees and with respect to each Series of Securities, including the reasonable and documented costs and expenses of enforcing this Indenture, each Supplemental Indenture and any Subsidiary Guarantees against the Company and any Subsidiary Guarantors (including this Section 7.06) and defending itself against any claim (whether asserted by the Company, any Subsidiary Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture and each Supplemental Indenture, except to the extent any such loss, liability or expense may be attributable to its own gross negligence or bad faith or willful misconduct. The Trustee will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company will not relieve the Company or any Subsidiary Guarantors of their obligations hereunder. The Company or any such Subsidiary Guarantor shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company and/or any Subsidiary Guarantors shall pay the reasonable fees and expenses of such counsel. Neither the Company nor any Subsidiary Guarantor need pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

(c) When the Trustee incurs expenses or renders services after an Event of Default specified in clause (6) of Section 6.01 hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(d) The Company’s and Subsidiary Guarantors’ obligations under this Section 7.06 shall survive the resignation or removal of the Trustee, the satisfaction and discharge of this Indenture with respect to any Series of Securities, the complete satisfaction and discharge of this Indenture, any termination of this Indenture or any Supplemental Indenture, including any termination or rejection of this Indenture or any Supplemental Indenture in any insolvency or similar proceeding, and the repayment of all the Securities.

Section 7.07 Replacement of Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.07.

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(b) The Trustee may resign at any time, with respect to the Securities of one or more Series, and be discharged from the trust hereby created by so notifying the Company in writing. The Holders of a majority in aggregate principal amount of the then outstanding Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company in writing not less than 30 days prior to the effective date of such removal. The Company may remove the Trustee with respect to the Securities of one or more Series if:

(1) the Trustee fails to comply with Section 7.09 hereof;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee with respect to Securities of any one or more Series for any reason, the Company will promptly appoint a successor Trustee with respect to such Series. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Securities of such Series may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d) If a successor Trustee with respect to the Securities of any one or more Series does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring or removed Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Securities of the applicable Series may, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.09 hereof, such Holder may petition at the expense of the Company any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. The successor Trustee will mail or deliver electronically a notice of its succession to Holders of each such Series. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee.

(g) The retiring Trustee shall have no responsibility or liability for any action or inaction of a successor Trustee.

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Section 7.08 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including this transaction) to, another corporation, the successor corporation without any further act will be the successor Trustee.

Section 7.09 Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is an entity organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trust powers, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

For purposes of this Indenture, Article 8 hereof provides the terms upon which legal defeasance and covenant defeasance can occur. For purposes of any Series of Securities issued under this Indenture, the Supplemental Indenture in respect of such Series of Securities will specify the terms upon which legal defeasance and covenant defeasance can occur for such Series of Securities, which may include some, all or none of the terms contained in this Article 8.

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may, at its option evidenced by a resolution of its Board of Directors set forth in an Officer’s Certificate, at any time, elect to have either Section 8.02 or Section 8.03 hereof be applied to a Series of Securities upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Subsidiary Guarantors of such Securities, if any, shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to a Series of Securities (including the Subsidiary Guarantees, if any) on the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and any Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by such Series of Securities (including any Subsidiary Guarantees with respect to such Series of Securities), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections hereof referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under the applicable Note Documents (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of such Securities to receive payments in respect of the principal of, or interest or premium on, such Securities when such payments are due from the trust referred to in Section 8.04 hereof;

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(2) the Company’s obligations with respect to such Securities under Article 2 and Section 4.02 hereof;

(3) the rights, powers, trusts, duties, indemnities and immunities of the Trustee hereunder, and the Company’s and any Subsidiary Guarantors’ obligations in connection therewith; and

(4) this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and the Subsidiary Guarantors of such Securities, if any, shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of its or their obligations under the covenants specified in a Supplemental Indenture with respect to Securities of the applicable Series on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and such Series of Securities will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of the Holders of such Series of Securities (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Series of Securities will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to such Series of Securities and any Subsidiary Guarantees with respect to such Series of Securities, the Company and any Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other Note Document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Securities and Subsidiary Guarantees shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Sections 8.04, 6.01(3), 6.01(4) and 6.01(5) hereof shall not constitute Events of Default.

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Section 8.04 Conditions to Legal or Covenant Defeasance.

(a) In order to exercise either Legal Defeasance or Covenant Defeasance with respect to a Series of Securities under either Section 8.02 or Section 8.03 hereof:

(1) the Company must irrevocably deposit with the Trustee for such Securities, in trust, for the benefit of the Holders of such Series of Securities, cash in U.S. dollars, non-callable Government Securities or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants to pay the principal of, or interest and premium on, such Securities that are then outstanding on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether such Securities are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company has delivered to the Trustee for such Securities an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the applicable Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of such Series of Securities that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee for such Securities an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of such Series of Securities that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default with respect to such Series of Securities has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6) the Company must deliver to the Trustee for such Securities an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

(7) the Company must deliver to the Trustee for such Securities an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

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Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Securities of any Series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities of the applicable Series.

Notwithstanding anything in this Article 8 to the contrary, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a)(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to the Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on, any Series of Securities and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable, shall be paid to the Company on its written request or (if then held by the Company) will be discharged from such trust; and the Holders of such Securities will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

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Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or Section 8.03 hereof, as the case may be, by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and any Subsidiary Guarantors’ obligations under the applicable Note Documents will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or Section 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Securities.

Notwithstanding Section 9.02 hereof, the Company and the Trustee may amend or supplement any Note Document without the consent of any Holder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Securities in addition to or in place of certificated Securities;

(3) to provide for the assumption of the Company’s or, if any, a Subsidiary Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such, if any, Subsidiary Guarantor’s assets pursuant to Article 5 of this Indenture (if applicable);

(4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(6) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee with respect to the Securities of one or more Series pursuant to the requirements thereof;

(7) to provide for the issuance of Securities of any Series in accordance with the limitations set forth in this Indenture;

(8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Securities;

(9) to make, complete or confirm any grant of Collateral permitted or required by any of the Note Documents;

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(10) to release, discharge, terminate or subordinate Liens on Collateral in accordance with the Note Documents; and to confirm and evidence any such release, discharge, termination or subordination; or

(11) as provided in the Collateral Trust Agreement.

Upon the request of the Company, accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 11.02 and Section 9.05 hereof the Trustee shall join with the Company and any Subsidiary Guarantors in the execution of any amended or supplemental indenture or any other amendment of or supplement to any Note Document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to (but may, in its sole discretion) enter into such amended or supplemental indenture or any other amendment of or supplement to any Note Document that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Securities.

(a) Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement the Note Documents with the consent of the Holders of at least a majority in principal aggregate amount of the applicable Series of Securities then outstanding (including, without limitation, consents obtained in connection with a purchase, or tender offer or exchange offer for, the Securities), and, subject to Section 6.03 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on such Securities, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Note Documents may be waived with the consent of the Holders of a majority in principal aggregate amount of the applicable Series of Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Securities). Section 2.08 hereof shall determine which Securities are considered to be “outstanding” for purposes of this Section 9.02.

(b) Upon the request of the Company accompanied by a resolution of its Board of Directors and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of the applicable Series of Securities as aforesaid, and upon receipt by the Trustee of the documents described in Section 11.02 and Section 9.05 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental indenture or any amendment of or supplement to any Note Document unless such amended or supplemental indenture or any amendment of or supplement to any Note Document directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture or any amendment of or supplement to any Note Document.

(c) It is not necessary for the consent of the Holders of the applicable Series of Securities under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

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(d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail or deliver electronically to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail or deliver electronically such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 6.03 hereof, the Holders of a majority in aggregate principal amount of the applicable Series of Securities then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of the Note Documents as to such Series of Securities. However, without the consent of each Holder of the applicable Series of Securities affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any such Securities held by a non-consenting Holder):

(1) reduce the principal amount of Securities of such Series whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any such Security or alter the provisions with respect to the redemption of such Securities (other than provisions relating to the number of days of notice to be given in the event of a redemption);

(3) reduce the rate of or change the time for payment of interest on any such Security;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium on such Series of Securities (except a rescission of acceleration of such Securities by the Holders of a majority in aggregate principal amount of such Series of Securities and a waiver of the payment default that resulted from such acceleration);

(5) make any Security payable in currency other than that stated in the Securities;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of such Holders to receive payments of principal of, or interest or premium on such Series of Securities;

(7) waive a redemption payment with respect to any Security; or

(8) make any change to Section 9.01 hereof and this Section 9.02.

(e) Without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the applicable Series of Securities then outstanding, no amendment or waiver may (A) make any change in any Note Security Documents or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of such Series of Securities or (B) change or alter the priority of the Liens securing the Obligations in respect of such Series of Securities in any material portion of the Collateral in any way adverse to the Holders of such Securities in any material respect, other than, in each case, as provided under the terms of the Note Security Documents.

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Section 9.03 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder of a Security and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However, any such Holder of a Security or subsequent Holder of a Security may revoke the consent as to its Security if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.04 Notation on or Exchange of Securities.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Security thereafter authenticated. The Company in exchange for all Securities may issue and the Trustee shall, upon receipt of a Company Order, authenticate new Securities of that Series that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Security will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.05 Trustee to Sign Amendments, etc.

The Trustee shall sign any amended or supplemental indenture or other amendment of or supplement to any Note Document authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture or other amendment of or supplement to any Note Document until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture or other amendment of or supplement to any Note Document, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or other amendment of or supplement to any Note Document is authorized or permitted by the Note Documents.

ARTICLE 10

SATISFACTION AND DISCHARGE

For purposes of this Indenture, Article 10 hereof provides the terms upon which satisfaction and discharge can occur. For purposes of any Series of Securities issued under this Indenture, the Supplemental Indenture in respect of such Series of Securities will specify the terms upon which satisfaction and discharge can occur for such Securities, which may include some, all or none of the terms contained in this Article 10.

Section 10.01 Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Securities of a Series issued hereunder, when:

(1) either:

(A) all such Securities that have been authenticated, except lost, stolen or destroyed Securities that have been replaced or paid and Securities for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

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(B) all such Securities that have not been delivered to the Trustee for cancellation have become due and payable by reason of the distribution of a notice of redemption or otherwise or will become due and payable within one year and the Company (or any Subsidiary Guarantor) has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Securities not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor, as applicable, of such Securities is a party or by which the Company or any such Subsidiary Guarantor, as applicable, is bound;

(3) the Company or any Subsidiary Guarantor of such Securities has paid or caused to be paid all sums payable by it with respect to such Series of Securities under this Indenture; and

(4) the Company has delivered irrevocable written instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Securities of such Series at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee for such Securities stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture as to a Series of Securities issued hereunder, if money has been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 10.01, the provisions of Section 10.02 and Section 8.06 hereof will survive. In addition, nothing in this Section 10.01 will be deemed to discharge any provisions related to any other Series of Securities or those provisions of Section 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture as to a Series of Securities issued hereunder.

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Section 10.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 10.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 10.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any applicable Subsidiary Guarantor’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 10.01 hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 11

MISCELLANEOUS

Section 11.01 Notices.

Any notice or communication by the Company or the Trustee to the other party hereto is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), email, facsimile transmission or overnight air courier guaranteeing next-day delivery, to the others’ address:

If to the Company:

Vistra Corp.

6555 Sierra Drive

Irving, Texas 75039

Facsimile Number: (972) 556-6119

Attention: Legal Department

With a copy to:

Sidley Austin LLP

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Email: bhowell@sidley.com

Facsimile Number: (214) 981-3400

Attention: William D. Howell

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If to the Trustee:

The Bank of New York Mellon Trust Company, N.A.

601 Travis Street, 16^th^ Floor

Houston, Texas 77002

Attention: Rafael Martinez

Telephone: 713-483-6535

Email: rafael.martinez@bnymellon.com

The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders and the Trustee) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when sent, without automatic reply that such was unsuccessful, if emailed; when receipt acknowledged, if sent by facsimile transmission; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be delivered electronically or mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery or emailed to its address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is delivered or mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company delivers a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture the Notes Documents and delivered using Electronic Means; provided, however, that the Issuer and/or the Subsidiary Guarantors, as applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (solely with respect to this paragraph, the “Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer and/or the Subsidiary Guarantors, as applicable, whenever a person is to be added or deleted from the listing. If the Issuer and/or the Subsidiary Guarantors, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Issuer and the Subsidiary Guarantors understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer and the Subsidiary

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Guarantors shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer, the Subsidiary Guarantors and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer and/or the Subsidiary Guarantors, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer and the Subsidiary Guarantors agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer and/or the Subsidiary Guarantors, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Section 11.02 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officer’s Certificate in form and substance satisfactory to the Trustee (which must include the statements set forth in Section 11.03 hereof) stating that, in the opinion of the signer, all conditions precedent and covenants, if any, provided for in this Indenture and the other Note Documents relating to the proposed action have been satisfied; and

(2) an Opinion of Counsel in form and substance satisfactory to the Trustee (which must include the statements set forth in Section 11.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants in the Note Documents relating to the proposed action have been satisfied and, in the case of any action under Section 5.01(a)(2), that the Indenture and the other Note Documents and the applicable Securities are the valid and binding obligations of the Successor Company.

Section 11.03 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or the other Note Documents must include substantially:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 11.04 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Agents may make reasonable rules and set reasonable requirements for its functions.

Section 11.05 No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of the Company or, if any, the Subsidiary Guarantors, as such, will have any liability for any obligations of the Company under the Securities, this Indenture, any Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of any Securities. The waiver may not be effective to waive liabilities under the federal securities laws.

Section 11.06 Governing Law.

(a) THIS INDENTURE, THE SECURITIES, AND ANY SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b) Each party hereto irrevocably and unconditionally submits to the jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, New York County and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any jurisdiction thereof, in any action or proceeding arising out of or relating to this Indenture, the Securities or any Subsidiary Guarantees, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Indenture shall affect any right that any party hereto otherwise have to bring any action or proceeding relating to this Indenture against any party hereto or its properties in the courts of any jurisdiction.

(c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture in any court referred to in Section 11.06(b) hereto. Each party hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.01 hereof, such service to be effective upon receipt. Nothing in this Indenture will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 11.07 Waiver of Immunity.

To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or execution, on the ground of sovereignty or otherwise) with respect to itself or its property, it hereby irrevocably waives, to the fullest extent permitted by Applicable Law, such immunity in respect of its obligations under this Indenture and/or Security.

Section 11.08 Waiver of Jury Trials.

ALL PARTIES HERETO (INCLUDING THE HOLDERS BY THEIR ACCEPTANCE OF THE NOTES) HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 11.09 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 11.10 Successors.

All agreements of the Company in this Indenture and the Securities will bind its successors. All agreements of the Trustee in this Indenture will bind its successors.

Section 11.11 USA Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA Patriot Act.

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Section 11.12 Severability.

In case any provision in this Indenture or in the Securities is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 11.13 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 11.14 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 11.15 Foreign Account Tax Compliance Act (FATCA).

In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (solely with respect to this Section, “Applicable Law”), the Issuer agrees (i) to, upon reasonable request, provide to The Bank of New York Mellon Trust Company, N.A. information the Issuer has in its reasonable possession about the applicable parties and/or transactions (including any modification to the terms of such transactions) which the Company is legally entitled to provide and is reasonably necessary for The Bank of New York Mellon Trust Company, N.A. to determine whether it has tax-related obligations under Applicable Law, and (ii) that The Bank of New York Mellon Trust Company, N.A. shall be entitled to make any withholding or deduction from payments under this Indenture to the extent necessary to comply with Applicable Law. The terms of this section shall survive the termination of this Indenture.

Section 11.16 Economic Sanctions.

(a) The Company covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the US Government (including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury or the US Department of State), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively “Sanctions”);

(b) The Company covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will directly or indirectly use any payments made pursuant to this agreement, (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.

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ARTICLE 12

COLLATERAL AND SECURITY

For purposes of this Indenture, Article 12 hereof provides the terms upon which any Series of Securities will be secured by Collateral. For purposes of any Series of Securities issued under this Indenture, the Supplemental Indenture in respect of such Series of Securities will specify the terms upon which such Securities will be secured by Collateral, which may include some, all or none of the terms contained in this Article 12.

Section 12.01 Grant of Security Interest.

(a) The due and punctual payment of the Obligations on the Securities and the Obligations of, if any, the Subsidiary Guarantors under the Subsidiary Guarantees, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Securities, any Subsidiary Guarantees and performance of all other obligations of the Company and the Subsidiary Guarantors to the Holders or the Trustee under the Note Documents, according to the terms hereunder or thereunder (collectively, the “Notes Obligations”), are secured, as provided in the Note Security Documents. The Company hereby consents and agrees, and shall cause each, if any, of the Subsidiary Guarantors, to be bound by the terms of the Note Security Documents to which they are parties, as the same may be in effect from time to time, and agree to perform their obligations thereunder in accordance therewith. The Company hereby agrees, and shall cause the Subsidiary Guarantors, if any, to agree, that the Collateral Trustee shall hold the Collateral (directly or through co-trustees or agents) on behalf of and for the benefit of all of the Holders and the other holders of Priority Lien Obligations.

(b) Each Holder, by its acceptance of any Securities and, if any, the Subsidiary Guarantees, consents and agrees to the terms of the Collateral Trust Agreement and the Note Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and amendments to the Note Security Documents) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Delaware Trust Company (or any successor thereto as contemplated by the Collateral Trust Agreement) as the Collateral Trustee. Each Holder, by accepting any Securities and, if any, the Subsidiary Guarantees of the Subsidiary Guarantors, authorizes and directs the Collateral Trustee to enter into any Note Security Documents to the extent not already entered into (including any amendments thereto and any security documents to secure additional Priority Lien Debt in accordance with the Collateral Trust Agreement) and to perform its obligations and exercise its rights thereunder in accordance therewith, subject to the terms and conditions thereof. Each of the Trustee, the Collateral Trustee and the Holders, by accepting the Securities and, if any, the Subsidiary Guarantees of the Subsidiary Guarantors, acknowledges that, as more fully set forth in the Note Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the holders of Priority Lien Obligations, the Collateral Trustee and the Trustee, and the Lien of this Indenture and the Note Security Documents is subject to and qualified and limited in all respects by the Note Security Documents and actions that may be taken thereunder.

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Section 12.02 Post-Date of this Indenture Collateral Requirements.

(a) With respect to each Series of Securities, the Company shall, or shall cause the applicable Subsidiary Guarantor, if any, to, use its commercially reasonable efforts to as soon as reasonably practicable, but in no event later than 90 days, after the applicable Issue Date execute and deliver to the Collateral Trustee as mortgagee or beneficiary, as applicable (with a copy to the Trustee), such Note Security Documents, and any supplements or amendments related thereto, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Note Security Documents in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected first-priority Lien (subject to the applicable Permitted Liens described in the applicable Supplemental Indenture), securing the Securities, Subsidiary Guarantees (if any) and Security Obligations, on or against, except as otherwise provided in the Collateral Trust Agreement or the other Note Security Documents, the Collateral.

(b) Any Note Security Documents entered into with respect to a Series of Securities after the applicable Issue Date shall be substantially in the form of the corresponding security document securing the Priority Lien Obligations in place on, or required to be in place within 90 days after, the applicable Issue Date, or, to the extent there is no such corresponding security document, in the form of corresponding security documents establishing Liens securing comparable debt securities, in each case, with such deletions or modifications of representations, warranties and covenants as are customary in the business of the Company, as determined in good faith by the Company.

Section 12.03 Further Assurances; Liens on Additional Property

(a) With respect to each Series of Securities, the Company and each, if any, of the Subsidiary Guarantors shall do or cause to be done all acts and things that may be required, or that the Collateral Trustee (acting at the written direction of the Controlling Priority Lien Representative) from time to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the holders of Priority Lien Obligations, duly created and enforceable and perfected first-priority Liens upon the Collateral (including any property or assets constituting Collateral that are acquired or otherwise become, or are required by any Priority Lien Document to become, Collateral after the applicable Issue Date), in each case, as contemplated by, and with the Lien priority required under, the Priority Lien Documents and in connection with any merger, consolidation or sale of assets of the Company or any Subsidiary Guarantor, the property and assets of the Person which is consolidated or merged with or into the Company or any Subsidiary Guarantor, to the extent that they are property or assets of the types which would constitute Collateral under the Note Security Documents and, to the extent such property or assets are not otherwise required or permitted to be released as Collateral in connection with such transaction, shall be treated as after-acquired property and the Company or such Subsidiary Guarantor shall take such action as may be reasonably necessary to cause such property and assets to be made subject to the Priority Liens, in the manner and to the extent required under the Priority Lien Documents.

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(b) At any time and from time to time, the Company and each of the other Grantors will promptly execute, acknowledge and deliver such security documents, instruments, certificates, notices and other documents, and take such other actions as may be reasonably required, or that the Collateral Trustee (acting at the written direction of the Controlling Priority Lien Representative) or any Priority Lien Representative may reasonably request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated by the Priority Lien Documents for the benefit of the holders of Priority Lien Obligations.

Section 12.04 Collateral Trust Agreement

This Article 12 and the provisions of each of the Note Security Documents are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. The Company consents to and agrees to be bound by, and shall cause each Subsidiary Guarantor to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith. Each Holder, by its acceptance of a Series of Securities (a) agrees that it will be bound by, and will take no actions contrary to, the provisions of the Collateral Trust Agreement, (b) authorizes and instructs the Trustee on behalf of the Holders of the Securities to enter into a Collateral Trust Joinder – Additional Debt (the “Joinder”) and Additional First Lien Secured Party Consent (the “First Lien Consent”), in each case, dated as of the applicable Issue Date, and (c) authorizes and instructs the Collateral Trustee to enter into the First Lien Consent and to acknowledge the Joinder and Additional Secured Debt Designation dated as of the applicable Issue Date. In addition, each Holder authorizes and instructs the Collateral Trustee to enter into any amendments or joinders to the Collateral Trust Agreement in accordance with its terms with the consent of the parties thereto or otherwise in accordance with its terms, without the consent of any Holder or the Trustee, to add additional Indebtedness as Priority Lien Obligations and add other parties (or any authorized agent or trustee therefor) holding such Indebtedness thereto and to establish that the Lien on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt then outstanding, to the extent permitted by the Priority Lien Documents. The Trustee and the Collateral Trustee shall be entitled to rely on an Officer’s Certificate and an Opinion of Counsel certifying that any such amendment is authorized or permitted under the Note Documents and that all conditions precedent thereto have been satisfied.

Section 12.05 Releases of Collateral

(a) The Liens on the Collateral of this Indenture will no longer secure a Series of Securities outstanding under this Indenture or a Supplemental Indenture or any other Note Obligations with respect to such Series of Securities, and the right of the Holders of such Series of Securities to the benefits and proceeds of the Liens on the Collateral will terminate and be discharged, in each case, automatically and without the need for any further action by any Person:

(1) in whole, upon the full and final payment and performance of the Obligations of the Company and the Subsidiary Guarantors with respect to such Series of Securities under the Note Documents;

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(2) in whole, upon Legal Defeasance or Covenant Defeasance of such Series of Securities pursuant to Article 8 hereof or upon the satisfaction and discharge of this Indenture with respect to such Series of Securities in accordance with Article 10 hereof;

(3) in whole or in part, as applicable, upon receipt of the consent of Holders of the requisite percentage of such Series of Securities in accordance with Article 9 hereof;

(4) in part, as to any Collateral that is sold, transferred or otherwise disposed of by the Company or any Subsidiary Guarantor in a transaction or other circumstance made in compliance with the applicable Supplemental Indenture and the Note Security Documents at the time of such sale, transfer or disposition;

(5) in whole, with respect to the Collateral owned by any Subsidiary Guarantor, upon the release of the Subsidiary Guarantee of such Subsidiary Guarantor in accordance with the terms of the applicable Supplemental Indenture; and

(6) in whole, upon the occurrence of an Investment Grade Event with respect to such Series of Securities; provided, however, that in the event that on any subsequent date (the “Reversion Date”) any two of the three Rating Agencies withdraw their Investment Grade rating of the senior, unsecured, long-term debt securities of the Company or downgrade such rating below Investment Grade, then (i) the Company and any Subsidiary Guarantors will be required to secure the Series of Securities with the Collateral within 60 days after the Reversion Date and (ii) will thereafter be subject to the terms of the Note Documents and the Note Security Documents with respect to future events; provided that clause (i) will not apply to property and other assets released by the Company under any other subsection of this Section 12.05(a). For the avoidance of doubt, in the event of any such reinstatement pursuant to clause (i) hereof, (A) no action taken or omitted to be taken by the Company or any Subsidiary Guarantors after a Release Event and before the Reversion Date will give rise to a Default, Event of Default or other breach under this Indenture, the Securities or, if any, the Subsidiary Guarantees and (B) none of the Company or any Subsidiary Guarantor will bear any liability for any actions taken or events occurring after a Release Event and before the Reversion Date, or any actions taken at any time pursuant to any contractual obligation arising after a Release Event and before the Reversion Date; provided that all Liens incurred after a Release Event and before the Reversion Date will be classified to have been incurred or issued pursuant to the applicable clause of the definition of “Permitted Lien” in the applicable Supplemental Indenture.

(b) In addition, the Collateral Trustee’s Liens on the Collateral will be released upon the terms and subject to the conditions set forth in Section 4.1 of the Collateral Trust Agreement.

Section 12.06 Release Documentation

Upon compliance with the conditions to release of all or any portion of the Collateral set forth in Section 12.05, and subject to the terms and conditions of the Collateral Trust Agreement, the Collateral Trustee and the Trustee shall forthwith take all necessary action (at the written request of and the expense of the Company, accompanied by an Officer’s

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Certificate and Opinion of Counsel to the effect that the conditions precedent to such release have been satisfied) to release and re-convey to the Company or any other Grantor, as the case may be, the applicable portion of the Collateral that is authorized to be released pursuant to Section 12.05, and shall deliver such Collateral in its possession to the Company or any other Grantor, as the case may be, including, without limitation, executing and delivering releases and satisfactions wherever required.

Section 12.07 Collateral Trustee

(1) to act upon directions purported to be delivered to it by any Person;

(2) to take any Enforcement Action; or

(3) to take any other action whatsoever with regard to any or all of the Note Security Documents, the Liens created thereby or the Collateral.

Section 12.08 Insurance.

The Company and any Subsidiary Guarantors shall:

(a) at all times maintain insurance in full force and effect, pursuant to self-insurance arrangements or with insurance companies that the Company believes (in the good faith judgment of the management of the Company, as applicable) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the Company believes (in the good faith judgment of management of the Company, as applicable) is reasonable and prudent in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as the Company believes (in the good faith judgment of management of the Company, as applicable) is reasonable and prudent in light of the size and nature of its business and the availability of insurance on a cost-effective basis; and

(b) maintain such other insurance as may be required by law.

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Section 12.09 Purchaser Protected.

No purchaser or grantee of any property or rights purporting to be released from the Liens in favor of the Collateral Trustee shall be bound to ascertain the authority of the Collateral Trustee or Trustee to execute the release or to inquire as to the existence of any conditions herein prescribed for the exercise of such authority so long as the conditions set forth in Section 12.06 have been satisfied.

Section 12.10 Authorization of Receipt of Funds by the Trustee Under the Note Security Documents.

The Trustee is authorized to receive any funds for the benefit of Holders distributed under the Note Security Documents and to apply such funds as provided in Section 6.07.

Section 12.11 Powers Exercisable by Receiver or Trustee.

In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 12 upon the Company or Grantor, as applicable, with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Company or any Grantor, as applicable, or of any officer or officers thereof required by the provisions of this Article 12.

[Signatures on following pages]

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Dated: June 15, 2023

Vistra Operations Company LLC,<br> <br>as<br>Issuer
By:	/s/ William M. Quinn
	Name: William M. Quinn
	Title: Senior Vice President And Treasurer

[Signature Page to the Vistra Operations Company LLC Indenture]

THE BANK OF NEW YORK MELLON TRUST<br><br><br>COMPANY, N.A.,<br> <br>as Trustee
By:	/s/ Shondra N. Williams
Name:	Shondra N. Williams
Title:	Vice President

[Signature Page to the Vistra Operations Company LLC Indenture]

EX-4.4

Exhibit 4.4

VISTRA OPERATIONS COMPANY LLC,

as Issuer

7.233% SENIOR SECURED NOTES DUE 2028

FIRST SUPPLEMENTAL INDENTURE

Dated as of June 15, 2023

The Bank of New York Mellon Trust Company, N.A.

as Trustee

TABLE OF CONTENTS


Article 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	26
Section 1.03	Rules of Construction	27
Section 1.04	Relationship with Base Indenture	27
Article 2
THE NOTES
Section 2.01	Form and Dating	28
Section 2.02	Execution and Authentication	30
Section 2.03	Registrar and Paying Agent	30
Section 2.04	Paying Agent to Hold Money in Trust	30
Section 2.05	Holder Lists	31
Section 2.06	Transfer and Exchange	31
Section 2.07	CUSIP Numbers	44
Article 3
REDEMPTION AND PREPAYMENT
Section 3.01	Notices to Trustee	45
Section 3.02	Selection of Notes to Be Redeemed	45
Section 3.03	Notice of Redemption	46
Section 3.04	Effect of Notice of Redemption	47
Section 3.05	Deposit of Redemption Price	47
Section 3.06	Notes Redeemed in Part	48
Section 3.07	Optional Redemption	48
Section 3.08	Mandatory Redemption	49
Section 3.09	Calculation of Redemption Price	49
Article 4
COVENANTS
Section 4.01	Payment of Notes	49
Section 4.02	Maintenance of Office or Agency	49
Section 4.03	Reports	50
Section 4.04	Compliance Certificate	51
Section 4.05	Liens	51
Section 4.06	Offer to Repurchase Upon a Change of Control Trigger Event	52
Section 4.07	Additional Subsidiary Guarantees	54
Article 5
SUCCESSORS
Section 5.01	Merger, Consolidation or Sale of Assets	54
Section 5.02	Successor Company Substituted	56

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Article 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default	56
Section 6.02	Acceleration	58
Section 6.03	Waiver of Past Defaults	58
Section 6.04	Control by Majority	58
Section 6.05	Limitations on Suits	59
Section 6.06	Collection Suit by Trustee	59
Section 6.07	Priorities	60
Section 6.08	Trustee May File Proofs of Claim	60
Section 6.09	Holder Representation	61
Article 7
[RESERVED]
Section 7.01	[Reserved]	62
Article 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	62
Section 8.02	Legal Defeasance and Discharge	63
Section 8.03	Covenant Defeasance	63
Section 8.04	Conditions to Legal or Covenant Defeasance	64
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	65
Section 8.06	Repayment to the Company	65
Section 8.07	Reinstatement	66
Article 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	66
Section 9.02	With Consent of Holders of Notes	67
Section 9.03	Revocation and Effect of Consents	69
Section 9.04	Notation on or Exchange of Notes	69
Section 9.05	Trustee to Sign Amendments, etc.	70
Article 10
SUBSIDIARY GUARANTEES
Section 10.01	Guarantee	70
Section 10.02	Limitation on Subsidiary Guarantor Liability	71
Section 10.03	Subsidiary Guarantors May Consolidate, etc., on Certain Terms	72
Section 10.04	Releases	72
Article 11
SATISFACTION AND DISCHARGE
Section 11.01	Satisfaction and Discharge	73
Section 11.02	Application of Trust Money	74

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Article 12
MISCELLANEOUS
Section 12.01	Notices	74
Section 12.02	Rules by Trustee and Agents	76
Section 12.03	No Personal Liability of Directors, Officers, Employees and Stockholders	76
Section 12.04	Governing Law	77
Section 12.05	Waiver of Immunity	77
Section 12.06	Waiver of Jury Trials	77
Section 12.07	No Adverse Interpretation of Other Agreements	78
Section 12.08	Successors	78
Section 12.09	USA Patriot Act	78
Section 12.10	Severability	78
Section 12.11	Counterpart Originals	78
Section 12.12	Table of Contents, Headings, etc.	79
Article 13
COLLATERAL AND SECURITY
Section 13.01	Application of Collateral and Security Provisions	79
EXHIBITS
---	---
Exhibit A	Form of 2028 Note
Exhibit B	Form of Certificate of Transfer for Notes
Exhibit C	Form of Certificate of Exchange for Notes
Exhibit D	Form of Supplemental Indenture — Additional Subsidiary Guarantees

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FIRST SUPPLEMENTAL INDENTURE, dated as of June 15, 2023, by and among Vistra Operations Company LLC, a Delaware limited liability company, the Subsidiary Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

The Company (as defined herein) has heretofore executed and delivered to the Trustee an Indenture, dated as of June 15, 2023 (the “Base Indenture”), providing for the issuance from time to time of one or more series of the Company’s securities.

The Company and the Subsidiary Guarantors desire, and the Company has requested the Trustee, pursuant to Section 9.01 of the Base Indenture, to join with them in the execution and delivery of this First Supplemental Indenture in order to supplement the Base Indenture as and to the extent set forth herein to provide for the issuance and terms of the Notes (as defined herein).

Section 9.01 of the Base Indenture provides that the Company and the Trustee, without the consent of any holders of the Company’s Securities, may amend or waive certain terms and covenants in the Indenture as otherwise permitted under the Base Indenture.

The Company and the Subsidiary Guarantors desire to the extent set forth herein to provide for the issuance and the terms of the Notes and the Subsidiary Guarantees (each as defined herein).

The execution and delivery of this First Supplemental Indenture has been duly authorized by a resolution of the Board of Directors of the Company and each of the Subsidiary Guarantors.

All conditions and requirements necessary to make this First Supplemental Indenture a valid, binding and legal instrument of the Company and each Subsidiary Guarantor in accordance with its terms have been performed and fulfilled and the execution and delivery hereof has been in all respects duly authorized by the Company and each Subsidiary Guarantor.

The Company, the Subsidiary Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of 7.233% Senior Secured Notes due 2028 (the “Notes”):

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

For all purposes of this First Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depository or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

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“Additional Collateral Bond” has the meaning set forth in the definition of “Discharge of First-Out Obligations.”

“Additional Indebtedness” means Indebtedness of the Company for borrowed money (excluding indebtedness under the Credit Agreement) under any debt securities or term loans broadly syndicated to institutional investors in a principal amount in excess of $300.0 million.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Aggregate Secured Debt” means, as of the date of determination, the aggregate principal amount of indebtedness in respect of borrowed money of the Company and the Subsidiary Guarantors represented by notes, bonds, debentures or other similar evidences of indebtedness, secured by Liens on Principal Property (other than Liens pursuant to clauses (1) through (12) of the definition of Permitted Post-Release Liens).

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depository that apply to such transfer or exchange.

“Asset Disposition” means “Disposition” as defined in the Credit Agreement as in effect on the Issue Date.

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any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Authorized Officer” means, with respect to (i) delivering an Officer’s Certificate pursuant to the Indenture, the chief executive officer, the president, the chief financial officer, the treasurer, any assistant treasurer, the principal accounting officer or any other person of the Company having substantially the same responsibilities as the aforementioned officers, and (ii) any other matter in connection with the Indenture, the chief executive officer, the chief financial officer, the treasurer, any assistant treasurer, the general counsel or a responsible financial or accounting officer of the Company.

“Automatic Exercise” has the meaning set forth in the Facility Agreement.

“Available Amount” means, at any time, an aggregate principal amount of Notes equal to the Maximum P-Caps Outstanding Amount minus (i) the aggregate original principal amount of Notes that have been issued and sold to the Trust pursuant to the Issuance Right and not repurchased by the Company for which the settlement date of the exercise of the Issuance Right has occurred prior to such time and (ii) the aggregate principal amount of Notes for which any notice of exercise of the Issuance Right has been delivered but which have not yet been issued and sold to the Trust.

“Base Indenture” has the meaning set forth in the preamble to this First Supplemental Indenture, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the board of directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

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(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means each day other than a Saturday, a Sunday or a day on which banking institutions in New York City (and, with respect to payments, in the place of payment) are authorized or required by law to remain closed.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

“Cash Equivalents” means “Cash Equivalents” as defined in the Credit Agreement as in effect on the Issue Date.

“Cash Settlement Amount” means an amount equal to the redemption price that would be payable in lieu of Notes in connection with any Voluntary Exercise or any Mandatory Exercise pursuant to a Change of Control Trigger Event (solely to the extent of the Change of Control Offer Subject Amount) if the Company had sold such Notes to the Trust and redeemed them on such Settlement Date (or the Change of Control Offer Subject Amount), including accrued and unpaid interest through the date of payment, as determined pursuant to the Notes and the Indenture.

“Change of Control” means the occurrence of any of the following after the Issue Date:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d) of the Exchange Act), but excluding any employee benefit plan of the Company or any of its Subsidiaries, or any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan; or

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(2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than (x) any employee benefit plan of the Company or any of its Subsidiaries, or any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan and (y) any one or more parents of the Company in which no “person,” directly or indirectly, holds Beneficial Ownership of Voting Stock representing more than 50.1% of the aggregate voting power represented by the issued and outstanding Voting Stock of such parent, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares.

“Change of Control Offer” means the notice prepared by the Company sent to each holder of the P-Caps describing the transaction or transactions that constitute a Change of Control and offering to repurchase P-Caps.

“Change of Control Offer Expiration Date” means the third Business Day preceding the Change of Control Payment Date.

“Change of Control Offer Subject Amount” means the principal amount equal to the excess of the initial purchase price of the P-Caps that have accepted the Change of Control Offer (the “P-Caps Tendered Amount”) over the principal amount of Notes held by the Trust.

“Change of Control Trigger Event” means the occurrence of both a Change of Control and a Rating Decline.

“Clearstream” means Clearstream Banking, société anonyme, Luxembourg, and any successor thereto.

“ Collateral” means all the assets and properties subject to the Liens created by the Note Security Documents.

“Collateral Bond” means the Original Collateral Bond and any Additional Collateral Bond.

“Collateral Trust Agreement” means the Collateral Trust Agreement dated as of October 3, 2016 among the Company, the other Grantors, Railroad Commission of Texas as the First-Out Representative, Credit Suisse AG, Cayman Islands Branch as Senior Credit Agreement Representative, and Delaware Trust Company as Collateral Trustee, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

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“Collateral Trustee” means Delaware Trust Company and any of its successors in its capacity as collateral trustee under the Collateral Trust Agreement.

“Commodity-Linked Credit Agreement” means the credit agreement, entered into on February 4, 2022 (as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time), among the Company, as borrower, Vistra Intermediate Company LLC, the guarantors party thereto, Citibank, N.A., as administrative agent and as collateral agent, and the other lenders party thereto.

“Company” means Vistra Operations Company LLC and any and all successors thereto.

“Company Order” means a written order signed in the name of the Company by one Authorized Officer.

“Consolidated EBITDA” means “Consolidated EBITDA” as defined in the Credit Agreement as in effect on the Issue Date.

“Consolidated Net Tangible Assets” means the total consolidated assets of the Company and its Subsidiaries, less the sum of goodwill and other intangible assets, in each case determined on a consolidated basis in accordance with GAAP, as shown in the most recent balance sheet of the Company.

“Consolidated Secured Net Leverage Ratio” means, on any date of determination, the ratio of (a) Consolidated Senior Secured Net Debt on such date to (b) Consolidated EBITDA for the Test Period most recently ended on or prior to such date; provided that (i) any Person that is a Restricted Subsidiary on such date of determination will be deemed to have been a Restricted Subsidiary at all times during such four-quarter reference period and (ii) any Person that is not a Restricted Subsidiary on such date of determination will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter reference period.

For purposes of calculating the Consolidated Secured Net Leverage Ratio, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period and (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Company or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this definition, then the Consolidated Secured Net Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this definition.

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In the event that the Company or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculation of the Consolidated Secured Net Leverage Ratio (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (x) during the applicable Test Period or (y) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of such ratio is made, then the Consolidated Secured Net Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period.

Whenever pro forma effect is to be given to a Specified Transaction or implementation of an operating initiative, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company and include, for the avoidance of doubt, the amount of cost savings, operating expense reductions, other operating improvements and synergies that are reasonably identifiable, factually supportable and projected by the Company in good faith to be reasonably anticipated to be realizable within 18 months after the closing date of such Specified Transaction or implementation of an operating initiative (provided, that to the extent any such operational changes are not associated with a transaction, such changes shall be limited to those for which all steps have been taken for realizing such savings and are factually supportable, reasonably identifiable and supported by an Officer’s Certificate delivered to the Trustee) (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that any increase in Consolidated EBITDA as a result of cost savings, operating expense reductions, other operating improvements and synergies shall be subject to the limitations set forth in the definition of Consolidated EBITDA.

“ConsolidatedSenior Secured Net Debt” means, as of any date of determination, (a) the aggregate amount of Indebtedness of the Company and its Restricted Subsidiaries, consisting only of Indebtedness for borrowed money, obligations in respect of Capital Lease Obligations, Attributable Debt and debt obligations evidenced by promissory notes or similar instruments, that is secured by a Lien on any asset or property of the Company or any Restricted Subsidiary outstanding on such date, determined on a consolidated basis in accordance with GAAP minus (b) the aggregate amount of cash and Cash Equivalents of the Company and its Restricted Subsidiaries on a consolidated basis; provided that Consolidated Senior Secured Net Debt shall not include Indebtedness (i) in respect of (x) any cash collateralized letter of credit, or (y) any other letter of credit, except to the extent of unreimbursed amounts drawn thereunder, (ii) of Excluded Subsidiaries (but, for the avoidance of doubt, not secured guarantees of such Indebtedness by the Company or the Subsidiary Guarantors) or (iii) in respect of certain hedging obligations described in the Collateral Trust Agreement.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 12.01 hereof or such other address as to which the Trustee may give notice to the Company.

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“Counterparty Account” has meaning set forth in the Facility Agreement.

“Counterparty Issuance Event” has the meaning set forth in the Facility Agreement.

“Counterparty Securities” has the meaning set forth in the Facility Agreement.

“Covenant Failure Officer’s Certificate” has the meaning set forth in Section 6.09(b).

“Covenant Satisfaction Officer’s Certificate” has the meaning set forth in Section 6.09(b).

“Credit Agreement” means the credit agreement entered into on October 3, 2016, among the Company, Vistra Intermediate Company LLC, the guarantor parties and various lenders party thereto and Credit Suisse AG, Cayman Islands Branch (as successor to Deutsche Bank AG New York Branch), as administrative agent and as collateral agent, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event, act or condition which with notice or lapse of time, or both, would (without cure or waiver hereunder) constitute an Event of Default.

“Default Direction” has the meaning set forth in Section 6.09(a).

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto, as applicable, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Delaware Trustee” means BNY Mellon Trust of Delaware a Delaware banking corporation.

“Depository” means DTC, its nominees and their respective successors.

“Derivative Instrument”, with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Company (the “Performance References”).

“Designation Issuance Exercise” has the meaning set forth in the Facility Agreement.

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“Directing Holder” has the meaning set forth in Section 6.09(a).

“Distribution Compliance Period” means the 40-day distribution compliance period as defined in Regulation S.

“DTC” means The Depository Trust Company.

“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

“Eligible Subsidiaries” means the Wholly Owned Domestic Subsidiaries and Vistra Preferred Inc. and each of its Wholly Owned Domestic Subsidiaries.

“Environmental CapExDebt” means Indebtedness of the Company or its Subsidiaries incurred for the purpose of financing capital expenditures deemed necessary by the Company or its Subsidiaries to comply with Environmental Laws.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System, and any successor thereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Subsidiary” means “Excluded Subsidiary” as defined in the Credit Agreement as in effect on the Issue Date.

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“Facility Agreement” means that certain Facility Agreement, dated as of June 15, 2023, by and among the Company, the Trust, the subsidiary guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as Senior Secured Notes Trustee.

“Final Decision” has the meaning set forth in Section 6.09(b).

“First Lien Debt” means (a) the Notes issued on the Issue Date and the related Subsidiary Guarantees, (b) Indebtedness incurred under the Credit Agreement (including the undrawn amount of letters of credit, whether or not then available to be drawn) and any guarantees thereof, (c) Additional First Lien Debt (other than certain cash management obligations and hedging obligations described in the Collateral Trust Agreement), (d) certain cash management obligations described in the Collateral Trust Agreement, (e) certain hedging obligations under secured hedging agreements described in the Collateral Trust Agreement and (f) Indebtedness incurred under the Commodity-Linked Credit Agreement.

“First Lien Documents” means, collectively, the Note Documents and any additional indenture, credit agreement or other agreement pursuant to which any other First Lien Debt is incurred or secured in accordance with the terms of each applicable Priority Lien Document and the Note Security Documents related thereto (other than any Note Security Documents that do not secure First Lien Obligations).

“First Lien Obligations” means the First Lien Debt and all other Obligations in respect thereof.

“First Lien Representative” means (a) in the case of the Notes, the Trustee, (b) in the case of the Credit Agreement, the administrative agent thereunder, and (c) in the case of any other Series of First Lien Debt, the agent or trustee who maintains the transfer register for such Series of First Lien Debt, as applicable, and is appointed as a representative of such Series of First Lien Debt (for purposes related to the administration of the applicable Note Security Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of First Lien Debt and, in the case of Additional First Lien Debt constituting hedging obligations, the hedge bank party to the hedging agreement under which such hedging obligations arise, and that executes and delivers a designation and joinder in accordance with the provisions of the Collateral Trust Agreement.

“First-Out Documents” means, collectively, any Collateral Bond, the Permits and any other documents, agreements, orders or instruments in respect of, or related to, any Collateral Bond.

“First-Out Representative” means the Railroad Commission of Texas.

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“First-Out Representative Fees andExpenses” means all amounts payable under the Collateral Trust Agreement or any other First-Out Document on account of the First-Out Representative’s fees and expenses and any reasonable legal fees and expenses, out-of-pocket fees, costs and expenses or other liabilities (excluding, for the avoidance of doubt, any Reclamation Obligations) of any kind incurred by the First-Out Representative or agent thereof in connection with any Note Security Document or any other First-Out Document, including but not limited to indemnification payments and reimbursements.

“Fitch” means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“Foreign Subsidiary” of any Person means any Subsidiary of such Person that is not a Domestic Subsidiary.

“Global Note Legend” means the legend set forth in Section 2.06(f)(2), which is required to be placed on all Global Notes issued under this First Supplemental Indenture.

“Global Note” means, individually and collectively, each of the Global Notes substantially in the form of Exhibit A hereto, as applicable, issued in accordance with Section 2.01 hereof.

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“Guarantor” means any Person who has guaranteed payment of any Priority Lien Obligations, and their respective successors and assigns.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(a) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; or

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

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(d) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

(f) representing the net amount owing under any Hedging Obligations;

“Indenture” shall mean the Base Indenture, as amended or supplemented by this First Supplemental Indenture governing the Notes, in each case, as amended, supplemented or otherwise modified from time to time in accordance with its respective terms.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the $0 aggregate principal amount of the Notes issued under this First Supplemental Indenture on the Issue Date.

“Insolvency or Liquidation Proceeding” has the meaning set forth in the Collateral Trust Agreement.

“Investment Grade” in respect of the Notes means a rating of: (a) Baa3 or better by Moody’s; (b) BBB- or better by Fitch; or (c) BBB- or better from S&P (or the equivalent of such rating by such rating organization or, if no rating of Moody’s, Fitch or S&P exists, the equivalent of such rating by any other Nationally Recognized Statistical Rating Organization selected by the Company as a replacement agency).

“Investment Grade Event” means (i) the senior, unsecured, long-term debt securities of the Company are rated Investment Grade by any two of the three Rating Agencies; (ii) the Notes are rated Investment Grade by any two of the three Rating Agencies after giving effect to the proposed release of all of the Collateral securing the Notes; and (iii) no Event of Default shall have occurred and be continuing with respect to the Notes.

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“Issue Date” means June 15, 2023.

“Issuance Right” means the right granted by the Trust to the Company, pursuant to the Facility Agreement, to require the Trust to purchase, on one or more occasions, up to the Maximum P-Caps Outstanding Amount of Notes on the terms specified in the Facility Agreement.

“Litigation” has the meaning set forth in Section 6.09(b).

“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Luminant” means Luminant Mining Company LLC, a Texas limited liability company, an indirect, Wholly Owned Subsidiary of the Company.

“Mandatory Exercise” has the meaning set forth in the Facility Agreement.

“Mandatory Exercise Event” has the meaning set forth in the Facility Agreement.

“Maximum P-Caps Outstanding Amount” means, at any time, in respect of the Notes, $450,000,000 aggregate principal amount of Notes less the aggregate principal amount of Notes, if any, that the Company has previously redeemed or as to which the Company has paid the Cash Settlement Amount.

“Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) under the Exchange Act.

“Necessary CapitalExpenditures” means capital expenditures that are required by Applicable Law (other than Environmental Laws) or undertaken for health and safety reasons or to prevent catastrophic failure of a unit. The term “Necessary Capital Expenditures” does not include any capital expenditure undertaken primarily to increase the efficiency of, expand or re-power any power generation facility.

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“Net Short” means, with respect to a Holder or Beneficial Owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Company or any Guarantor immediately prior to such date of determination

“Note Documents” means the Indenture, the Notes, the Subsidiary Guarantees, the Collateral Trust Agreement and the Note Security Documents.

“Notes” has the meaning assigned to it in the preamble to this First Supplemental Indenture.

“Noteholder Direction” has the meaning set forth in Section 6.09(a).

“Obligations” means any principal (including reimbursement obligations and obligations to provide cash collateral with respect to letters of credit, whether or not drawn), interest (including, to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), penalties, fees, charges, expenses, indemnifications, reimbursements, damages, guarantees, other liabilities, amounts payable, or obligations under the documentation governing any Priority Lien Debt or other obligations in respect thereof (including, for avoidance of doubt, any First-Out Obligations).

“Offering Memorandum” means the Offering Memorandum, dated June 8, 2023, related to the issuance and sale of the Initial Notes.

“Officer ’ s Certificate” means a certificate signed on behalf of the Company by an Authorized Officer that meets the requirements set forth in Section 11.03 of the Base Indenture and delivered to the Trustee.

“Opinion ofCounsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 11.03 of the Base Indenture. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

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“Original Collateral Bond” means that certain Exit Collateral Bond and Indemnity Agreement for Surface Mining and Reclamation Permits (as amended, supplemented, amended and restated or otherwise modified from time to time), payable to the Railroad Commission of Texas, an administrative agency of the State of Texas responsible for, among other things, regulating surface coal mining and reclamation activities and operations in Texas, to, among other things, bond the obligations of Luminant under the Collateral Bond and pursuant to the Texas Surface Coal Mining and Reclamation Act, Texas Natural Resources Code, §134.001 et seq., regulations adopted thereunder, 16 TAC § 12.1 et seq., as amended (together with the Texas Surface Coal Mining and Reclamation Act, the “Texas Statutes”) and the permits referenced in the Collateral Bond (as such permits are amended, renewed, revised, or replaced from time to time, the “Permits”; and all such obligations, the “Reclamation Obligations”), which Reclamations Obligations will be secured on a super-priority first-out basis (subject to the application of proceeds set forth in the Collateral Trust Agreement) and constitute First-Out Obligations for purposes of the Collateral Trust Agreement.

“Par Call Date” means April 17, 2028.

“Participant” means, with respect to the Depository, Euroclear or Clearstream, a Person who has an account with the Depository, Euroclear or Clearstream, respectively, and, with respect to DTC, shall include Euroclear and Clearstream.

“PayingAgent” means the office or agency where Notes may be presented for payment. The term “Paying Agent” includes any additional paying agent.

“P-Caps” means the Trust’s Pre-Capitalized Trust Securities Redeemable May 17, 2028.

“PerformancesReferences” has the meaning set forth in the definition of “Derivative Instrument.”

“Permits” has the meaning set forth in the definition of “Original Collateral Bond.”

“Permitted Liens” means:

Liens in favor of the Company or any Subsidiary Guarantor;
Liens created for the benefit of or to secure the Notes or the Subsidiary Guarantees;
Liens on property, assets or Capital Stock of a Person existing at the time such Person is merged with or into or consolidated with, or becomes a Subsidiary of, the Company or any Subsidiary of the Company; provided that such Liens were not incurred in contemplation of such merger or consolidation and do not extend to any property or assets or Capital Stock other than property, assets or Capital Stock of the Person merged into or consolidated with, or that becomes a Subsidiary of, the Company or the Subsidiary;

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Liens on property, assets or Capital Stock existing at the time of acquisition thereof by the Company or any of its Subsidiaries and purchase money or similar Liens; provided that such Liens were in existence (or were required to extend to such assets, including by way of an after-acquired property provision) prior to, and not incurred in contemplation of, or to finance, such acquisition, and such Liens do not extend to any property or assets other than such property or assets;
(a) Liens to secure any purchase money obligations or mortgage financings incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of design, construction, lease, installation or improvement of property (real or personal), plant or equipment or other assets, or the Capital Stock of any Person owning such property or assets, or to secure Indebtedness incurred to provide funds for the reimbursement or refinancing of funds expended for the foregoing purposes, provided that the Liens securing Indebtedness shall not extend to any property or assets other than that being so acquired, leased, developed, constructed, altered, repaired, improved, purchased, designed, leased or installed, or the Capital Stock of any Person owning such property or assets, and (b) any interest or title of a lessor under, or any Lien as a consequence of, any Capital Lease Obligation, finance lease obligation or operating lease obligation (including, for avoidance of doubt, any interest or title of a lessor in any property or assets);
Liens existing on, or provided for or required to be granted under written agreements on, the Issue Date (other than under the Credit Agreement);
Liens arising in relation to any securitization or other structured finance transaction where (a) the primary source of payment of any obligations of the issuer is linked or otherwise related to cash flow from particular property or assets (or where payment of such obligations is otherwise supported by such property or assets) and (b) recourse to the issuer in respect of such obligations is conditional on cash flow from such property or assets;
any extensions, substitutions, replacements or renewals of Liens permitted by the Indenture; provided that (a) such Indebtedness (including Indebtedness to renew, refund, refinance, replace, defease or discharge any Indebtedness that such Liens initially secured) is not increased (other than any increase for all accrued interest, premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith) and (b) if the assets securing any such Indebtedness are changed in connection with any such extension, substitution, replacement or renewal, the value of the assets securing such Indebtedness is not increased;
limited recourse Liens in respect of the ownership interests in, or assets owned by, any joint ventures which are not Subsidiaries securing obligations of such joint ventures, and Liens on Capital Stock of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;

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Liens to secure Indebtedness or other obligations incurred to finance Necessary Capital Expenditures that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such Indebtedness;
Liens relating to current or future escrow arrangements securing Indebtedness of the Company or any Subsidiary Guarantor;
Liens to secure Environmental CapEx Debt that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such Environmental CapEx Debt; and
Liens securing indebtedness in respect of borrowed money of the Company and the Subsidiary Guarantors represented by notes, bonds, debentures or other similar evidences of indebtedness, in an aggregate principal amount not to exceed the greatest of (a) $13.25 billion, (b) 40% of Total Assets (determined at the time of incurrence of such Indebtedness and without giving effect to subsequent changes) and (c) such amount as would not cause the Consolidated Secured Net Leverage Ratio on the date of incurrence of such Indebtedness to exceed 4.0 to 1.0.

For purposes of determining compliance with Section 4.05 of this First Supplemental Indenture, in the event that a Lien meets the criteria of more than one of the categories of Permitted Liens described above in clauses (1) through (13), the Company shall be permitted, in its sole discretion, (a) to classify such Lien on the date of incurrence and may later reclassify such Lien in any manner (based on the circumstances existing at the time of any such reclassification), (b) may divide and later redivide the amount of such Lien among more than one of such clauses and (c) will only be required to include such Lien in one of any such clauses.

“Permitted Post-ReleaseLiens” means:

Liens in favor of the Company or any Subsidiary Guarantor;
Liens in effect as of, or provided for or required to be granted under written agreements on, the effective date of the Release Event (other than Permitted Liens incurred pursuant to clause (13) of the definition thereof);
Liens on property, assets or Capital Stock of a Person existing at the time such Person is merged with or into or consolidated with, or becomes a Subsidiary of, the Company or any Subsidiary of the Company; provided that such Liens were not incurred in contemplation of such merger or consolidation and do not extend to any property or assets or Capital Stock other than property, assets or Capital Stock of the Person merged into or consolidated with, or that becomes a Subsidiary of, the Company or the Subsidiary;
Liens on property, assets or Capital Stock existing at the time of acquisition thereof by the Company or any of its Subsidiaries and purchase money or similar Liens; provided that such Liens were in existence (or were required to extend to such assets, including by way of an after-acquired property provision) prior to, and not incurred in contemplation of, or to finance, such acquisition, and such Liens do not extend to any property or assets other than such property or assets;

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(a) Liens to secure any purchase money obligations or mortgage financings incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of design, construction, lease, installation or improvement of property (real or personal), plant or equipment or other assets, or the Capital Stock of any Person owning such property or assets, or to secure Indebtedness incurred to provide funds for the reimbursement or refinancing of funds expended for the foregoing purposes, provided that the Liens securing Indebtedness shall not extend to any property or assets other than that being so acquired, leased, developed, constructed, altered, repaired, improved, purchased, designed, leased or installed, or the Capital Stock of any Person owning such property or assets, and (b) any interest or title of a lessor under, or any Lien as a consequence of, any Capital Lease Obligation, finance lease obligation or operating lease obligation (including, for avoidance of doubt, any interest or title of a lessor in any property or assets);
Liens existing on, or provided for or required to be granted under written agreements on, the Issue Date (other than under the Credit Agreement);
Liens arising in relation to any securitization or other structured finance transaction where (a) the primary source of payment of any obligations of the issuer is linked or otherwise related to cash flow from particular property or assets (or where payment of such obligations is otherwise supported by such property or assets) and (b) recourse to the issuer in respect of such obligations is conditional on cash flow from such property or assets;
any extensions, substitutions, replacements or renewals of Liens permitted by the Indenture; provided that (a) such Indebtedness (including Indebtedness to renew, refund, refinance, replace, defease or discharge any Indebtedness that such Liens initially secured) is not increased (other than any increase for all accrued interest, premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith) and (b) if the assets securing any such Indebtedness are changed in connection with any such extension, substitution, replacement or renewal, the value of the assets securing such Indebtedness is not increased;
limited recourse Liens in respect of the ownership interests in, or assets owned by, any joint ventures which are not Subsidiaries securing obligations of such joint ventures, and Liens on Capital Stock of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;
Liens to secure Indebtedness or other obligations incurred to finance Necessary Capital Expenditures that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such Indebtedness;
Liens relating to current or future escrow arrangements securing Indebtedness of the Company or any Guarantor;

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Liens to secure Environmental CapEx Debt that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such Environmental CapEx Debt; and
Liens securing indebtedness in respect of borrowed money of the Company and the Subsidiary Guarantors represented by notes, bonds, debentures or other similar evidences of indebtedness, in an aggregate principal amount such that Aggregate Secured Debt does not exceed at any one time outstanding the greater of (x) $4.25 billion and (y) 15% of Consolidated Net Tangible Assets.

For purposes of determining compliance with this definition of Permitted Post-Release Liens, in the event that a Lien meets the criteria of more than one of the categories of Permitted Post-Release Liens described above in clauses (1) through (13), the Company will be permitted, in its sole discretion, (a) to classify such Lien on the date of incurrence and may later reclassify such Lien in any manner (based on the circumstances existing at the time of any such reclassification), (b) may divide and later redivide the amount of such Lien among more than one of such clauses and (c) will only be required to include such Lien in one of any such clauses.

“Position Representation” has the meaning set forth in Section 6.09(a).

“Priority Lien Debt” means, collectively, First-Out Obligations and First Lien Debt.

“Priority Lien Documents” means, collectively, the First Lien Documents and the First-Out Documents.

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“Priority Lien Obligations” means Priority Lien Debt, Obligations to the Collateral Trustee and all other Obligations in respect of any of the foregoing.

“Priority Lien Representative” means (a) in the case of any other First Lien Debt, the applicable First Lien Representative or (b) in the case of any Collateral Bond, the First-Out Representative.

“Priority Lien Secured Party” means each holder of Priority Lien Obligations (other than the Collateral Trustee) and each Priority Lien Representative.

“Private Placement Legend” means the legend set forth in Section 2.06(f)(1)(A) hereof to be placed on all Notes issued under this First Supplemental Indenture except where otherwise permitted by the provisions of this First Supplemental Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualifying Equity Interests” means Equity Interests of the Company other than Disqualified Stock.

“Rating Agencies” means (1) Moody’s, (2) Fitch, (3) S&P and (4) if any of Moody’s, Fitch or S&P shall not make a rating of the Notes available, a Nationally Recognized Statistical Rating Organization selected by the Company which shall be substituted for Moody’s, Fitch or S&P, as the case may be.

“Rating Date” means the earlier of (1) the consummation of a Change of Control, and (2) public announcement of the occurrence of a Change of Control or of the intention of the Company to effect a Change of Control.

“Rating Decline” means the decrease in the rating of the Notes and/or the P-Caps by two or more Rating Agencies by one or more gradations (including gradations within rating categories as well as between rating categories) from its rating on the Rating Date, or the withdrawal of a rating of the Notes and/or the P-Caps by two or more Rating Agencies, in each case on, or within 60 days after, the Rating Date (which period shall be extended so long as the rating of the Notes and/or the P-Caps, as applicable, is under publicly announced consideration by any of the Rating Agencies); provided that such Rating Agencies have confirmed that such decrease in or withdrawal of rating is a result of the Change of Control, and provided further, that no Rating Decline shall occur if, following such decrease in rating, (x) the P-Caps (or, in the event the P-Caps are not outstanding, the Notes) are rated Investment Grade by at least two Rating Agencies or (y) the ratings of the Notes by at least two Rating Agencies are equal to or better than their respective ratings on the Issue Date.

If no Rating Agency announces an action with regard to its rating of the Notes after the occurrence of a Change of Control, the Company shall request each Rating Agency to confirm its rating of the Notes before the end of such 60-day period.

“Reclamation Obligations” has the meaning set forth in the definition of “Original Collateral Bond.”

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“Registrar” means the office or agency where Notes may be presented for registration of transfer or for exchange. The term “Registrar” includes any co-registrar.

“Release Event” means the occurrence of an event as a result of which all Collateral securing the Notes is permitted to be released in accordance with the terms of the Indenture and the Note Security Documents, it being understood that any action taken by the Company or its Affiliates to, solely at its option, provide Collateral to secure the Notes that is not required to be provided pursuant to the terms of the Indenture and the Note Security Documents, shall not be deemed to cause such Release Event to not have occurred; provided that the Company will be permitted to elect that the occurrence of an Investment Grade Event will not constitute a Release Event for purposes of the Indenture.

“Repurchase Right” has the meaning set forth in the Facility Agreement.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Subsidiary” means “Restricted Subsidiary” as defined in the Credit Agreement as in effect on the Issue Date.

“Rule 144” means Rule 144 adopted by the SEC under the Securities Act.

“Rule 144A” means Rule 144A adopted by the SEC under the Securities Act.

“S&P” means S&P Global Ratings (a division of S&P Global, Inc.) or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.

“Screened Affiliate” means any Affiliate of a Holder of the Notes (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Company or their Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes.

“SEC” means the Securities and Exchange Commission.

“Securities” means all notes of the Company of any Series authenticated and delivered under the Base Indenture, including all Notes.

“Securities Act” means the Securities Act of 1933, as amended.

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“Security Register” means the register kept by the Registrar of the Notes providing for the registration of the Notes and of registration of transfers and exchanges of the Notes.

“Series” and “Series of Securities” means each series of Securities created pursuant to Section 2.01 of the Base Indenture.

“Series of First Lien Debt” means, severally, the Credit Agreement, the Notes and each other issue or series of First Lien Debt.

“Settlement Date” means the date on which the relevant exercise of the Issuance Right is settled.

“Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Specified Transaction” means any incurrence or repayment of Indebtedness (other than for working capital purposes) or any Investment that results in a Person becoming a Subsidiary of the Company, any acquisition permitted under the Indenture, any Asset Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Company, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person, or any asset sale of a business unit, line of business or division of the Company or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

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(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means the guarantee by each Subsidiary Guarantor of the Company’s obligations under this First Supplemental Indenture and the Notes, executed pursuant to the provisions of this First Supplemental Indenture.

“SubsidiaryGuarantor” means any of the Company’s current and future Eligible Subsidiaries that guarantees the Notes pursuant to the provisions of this First Supplemental Indenture, in each case, until the Subsidiary Guarantee of such Person has been released in accordance with the provisions of this First Supplemental Indenture; provided, for the avoidance of doubt, that Subsidiary Guarantor shall not include any Excluded Subsidiary unless the Company otherwise affirmatively elects to have such Excluded Subsidiary become a Subsidiary Guarantor.

“Test Period” means “Test Period” as defined in the Credit Agreement as in effect on the Issue Date.

“Texas Statutes” has the meaning set forth in the definition of “Original Collateral Bond.”

“TIA” means the Trust Indenture Act of 1939, as amended, (15 U.S.C. §§ 77aaa-77bbbb).

“Treasury Rate” means, with respect to any applicable redemption date, the yield determined by the Company in accordance with the following:

The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities– Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the

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Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third Business Day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

“Trust” means Palomino Funding Trust I, a Delaware statutory trust.

“Trust Declaration” means the Amended and Restated Declaration of Trust, dated as of June 15, 2023, among the Company, in its individual capacity and as depositor, The Bank of New York Mellon Trust Company, N.A., as trustee, and BNY Mellon Trust of Delaware, as Delaware trustee, as originally executed and as thereafter supplemented, modified or amended.

“Trust Expense Reimbursement Agreement” means the Trust Expense Reimbursement Agreement, dated as of June 15, 2023, between the Company and the Trust.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Trustee” shall mean such successor Trustee.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

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“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means “Unrestricted Subsidiary” as defined in the Credit Agreement as in effect on the Issue Date.

“Verification Covenant Officer’s Certificate” has the meaning set forth in Section 6.09(b).

“Vistra” means Vistra Corp., a Delaware corporation.

“Voluntary Exercise” means any exercise of the Issuance Right that is not (i) an Automatic Exercise, (ii) a Mandatory Exercise or (iii) a Designation Issuance Exercise.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Wholly Owned Domestic Subsidiary” means, as to any Person, any Wholly Owned Subsidiary of such Person which is a Domestic Subsidiary.

Section 1.02 Other Definitions.

Term	Defined in
“Change of Control Offer”	Section 4.06(a)
“Change of Control Payment”	Section 4.06(a)
“Change of Control Payment Date”	Section 4.06(a)(2)
“Covenant Defeasance”	Section 8.03
“Event of Default”	Section 6.01
“Legal Defeasance”	Section 8.02
“Payment Default”	Section 6.01
“Successor Company”	Section 5.01(a)(1)(B)

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Section 1.03 Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular;

(5) “will” shall be interpreted to express a command;

(6) provisions apply to successive events and transactions;

(7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time; and

(8) references to sections of the Indenture refer to sections of this First Supplemental Indenture.

Section 1.04 Relationship with Base Indenture.

The terms and provisions contained in the Base Indenture shall constitute and are hereby expressly made a part of this First Supplemental Indenture, and the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this First Supplemental Indenture, the provisions of this First Supplemental Indenture shall govern and be controlling.

The Trustee accepts the amendment of the Base Indenture effected by this First Supplemental Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee in the performance of the trust created by the Base Indenture, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Subsidiary Guarantors, or for or with respect to (1) the validity or sufficiency of this First Supplemental Indenture or any of the terms or provisions hereof, (2) the proper authorization hereof by the Company and the Subsidiary Guarantors, (3) the due execution hereof by the Company and the Subsidiary Guarantors or (4) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters; and for the avoidance of doubt, the terms, provisions and covenants of Articles 3, 4, 5, 6, 8, 9 and 10 of the Base Indenture are superseded in their entirety with respect to the Notes by this First Supplemental Indenture.

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ARTICLE 2

THE NOTES

Section 2.01 Form and Dating.

(a) Establishment. There is hereby created and authorized the following new series of Notes to be offered and issued under the Base Indenture, to be designated as the: “7.233% Senior Secured Notes due 2028”. On the date of entry into the Facility Agreement, the Company will issue to the Trust a Note in definitive form with an initial principal amount of $0 (the “Initial Note Certificate”). Any delivery of Notes by the Company to the Trust as contemplated by the Facility Agreement upon any exercise of the Issuance Right (including any Voluntary Exercise, Automatic Exercise or Mandatory Exercise) will be effected by increasing the principal amount of the Initial Note Certificate and recording such increase in the Schedule of Increases and Decreases attached to the Initial Note Certificate and the Security Register. Any redemption of the Notes held by the Trust and any delivery of the Notes by the Trust to the Company upon the Company’s exercise of the Repurchase Right or pursuant to the Company’s rights to redeem the Notes as described below in Article 3 will be effected by decreasing the principal amount of the Initial Note Certificate and recording such decrease in the Schedule of Increases and Decreases attached to the Initial Note Certificate and the Security Register. The Company may exercise the Issuance Right under the Facility Agreement to sell Notes to the Trust at its discretion at any time up to the Available Amount of the Notes. The Issuance Right shall be deemed to be exercised automatically in full upon the occurrence of an Automatic Exercise Event, and the Company may be required to exercise the Issuance Right (i) in full upon the occurrence of a Mandatory Exercise Event or the Change of Control Offer Issuance Amount (in respect of a Mandatory Exercise occurring under clause (4) of the definition of “Mandatory Exercise Event”) or (ii) in part with respect to the applicable Counterparty Securities, upon the occurrence of a Counterparty Issuance Event, in each case for an amount of Notes equivalent to the Counterparty Securities previously delivered to the relevant Counterparty Account.

(b) General. The Notes shall be issued in registered global form (except as otherwise permitted herein with respect to Definitive Notes) without interest coupons. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall furnish any such notations, legends or endorsements to the Trustee in writing. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture and the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of the Notes conflicts with the express provisions of the Base Indenture, the provisions of the Notes shall govern and be controlling, and, to the extent any provision of the Notes conflicts with the express provisions of this First Supplemental Indenture, the provisions of this First Supplemental Indenture shall govern and be controlling.

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(1) Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time as reflected in the records of the Trustee and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. The Trustee’s records shall be noted to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(2) Notes sold within the United States of America to QIBs pursuant to Rule 144A under the Securities Act shall be issued initially in the form of one or more 144A Global Notes, which shall be deposited with the Custodian for DTC and registered in the name of Cede & Co., the nominee of DTC, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided.

(d) Book-Entry Provisions. Ownership of beneficial interests in the Global Notes shall be limited to persons that have accounts with DTC or persons that may hold interests through such participants, including through Euroclear and Clearstream. Ownership of beneficial interests in the Global Notes and transfers thereof shall be subject to restrictions on transfer and certification requirements as set forth herein. Participants and Indirect Participants shall have no rights under the Indenture or any Global Note with respect to any Global Note held on their behalf by the Depository or by the Trustee as custodian for the Depository, and the Depository shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Participants or Indirect Participants, the Applicable Procedures or the operation of customary practices of the Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(e) DTC, Euroclear and Clearstream Procedures Applicable. Transfers of beneficial interests in the Global Notes between participants in DTC, participants in Euroclear or participants in Clearstream shall be effected by DTC, Euroclear or Clearstream pursuant to customary procedures and subject to the applicable rules and procedures established by DTC, Euroclear or Clearstream and their respective participants.

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Section 2.02 Execution and Authentication.

(a) One Officer must sign the Notes for the Company by manual, electronic, facsimile or .pdf signature.

(b) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

(c) A Note will not be valid until authenticated by the manual or electronic signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under the Indenture. A Note shall be dated the date of its authentication.

(d) The Trustee shall, upon receipt of a Company Order and the documents required under the Base Indenture, authenticate Notes for original issue under the Indenture.

(e) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

(a) The Company will maintain a Registrar and a Paying Agent. The Registrar will keep a register of the Holders and the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional Paying Agents and may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to the Indenture. The Company or any of the Company’s Subsidiaries may act as Paying Agent or Registrar.

(b) The Company initially appoints DTC to act as Depository with respect to the Global Notes.

(c) The Company initially appoints the Trustee to act as the Registrar and Paying Agent with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent (i) will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or interest on the Notes and (ii) will notify the Trustee in writing of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) will have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes.

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Section 2.05 Holder Lists.

Section 2.06 Transfer and Exchange.

(a) In the event that the Company or any of its Affiliates requests that the trustee of the Trust exchange P-Caps for Notes pursuant to Section 5.4(e) of the Trust Declaration, the Trustee shall register the transfer of such Notes to the Company or any of its Affiliates or, if requested by the Company or any of its Affiliates, cancel such Notes in accordance with Section 2.11 of the Base Indenture. The Company shall provide the Trustee with a copy of any request by the Company or any of its Affiliates under Section 5.4(e) of the Trust Declaration promptly after such a request is made, accompanied by an Officer’s Certificate that the exchange complies with the Trust Declaration and is permitted hereunder. In the event the Notes are distributed to the holders of the P-Caps upon the termination of the Trust, such Notes will be exchangeable for other Notes, in any authorized denominations, for the same aggregate principal amount and having the same terms.

(b) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository, by a nominee of the Depository to the Depository or to another nominee of the Depository, or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. The Company shall exchange Global Notes for Definitive Notes of the same Series if at any time:

(2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes of the same Series and delivers an Officer’s Certificate to such effect to the Trustee; or

(3) upon the written request of a Holder if a Default or Event of Default shall have occurred and be continuing with respect to the Notes.

Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in any approved denominations as the Depository shall instruct the Trustee.

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Upon the exchange of a Global Note for Definitive Notes, such Global Note shall, upon receipt of a Company Order, be cancelled by the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section 2.06 shall be registered in such names and in such authorized denominations as the Depository, pursuant to written instructions from its Participants or its Applicable Procedures, shall instruct the Trustee in writing. The Trustee shall deliver such Definitive Notes to or as directed by the Persons in whose names such Definitive Notes are so registered or to the Depository.

A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) and (d) hereof.

(c) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depository, in accordance with the provisions of the Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transferof Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A) both:

(i) a written order from a Participant or an Indirect Participant given to the Depository in accordance with the Applicable Procedures directing the Depository to credit or cause to be credited a beneficial interest in another Global Note of the same Series in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

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(B) both:

(i) a written order from a Participant or an Indirect Participant given to the Depository in accordance with the Applicable Procedures directing the Depository to cause to be issued a Definitive Note of the same Series in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given by the Depository to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (i) above.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in the Indenture and the Notes or otherwise applicable under the Securities Act, and upon receipt of an Officer’s Certificate in form reasonably satisfactory to the Trustee, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.

(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note of the same Series if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an UnrestrictedGlobal Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note of the same Series or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note of the same Series if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:

(A) the Registrar receives the following:

(i) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(ii) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case set forth in this subparagraph (A), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (A) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (A) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(d) Transfer or Exchange of Beneficial Interests in Global Notes for DefinitiveNotes. Transfers or exchanges of beneficial interests in Global Notes for Definitive Notes shall in each case be subject to the satisfaction of any applicable conditions set forth in Section 2.06(b)(2) hereof, and to the requirements set forth below in this Section 2.06(c).

(1) Beneficial Interests inRestricted Global Notes to Restricted Definitive Notes. If any Holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note of the same Series or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note of the same Series, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

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(E) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof;

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act in compliance with the prospectus delivery requirements of the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof; or

(G) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, or Rule 903 or Rule 904 of Regulation S, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(d) thereof;

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depository and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note of the same Series or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note of the same Series only if:

(A) the Registrar receives the following:

(i) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

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(ii) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

The Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the Company Order a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the Depository shall instruct, pursuant to written instruction from its Participants or its Applicable Procedures. The Trustee shall deliver such Definitive Notes to, or as directed by, the Persons in whose names such Definitive Notes are so registered.

(3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest requests through instructions to the Registrar from or through the Depository and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

(e) Transfer andExchange of Definitive Notes for Beneficial Interests in Global Notes.

(1) Restricted Definitive Notes toBeneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note of the same Series or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a

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beneficial interest in a Restricted Global Note of the same Series, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof;

the Trustee, upon receipt of a Company Order, shall cancel the Restricted Definitive Note, and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(g) the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note and in the case of clause (B) above, a 144A Global Note.

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note of the same Series or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note of the same Series only if:

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(A) the Registrar receives the following:

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee, upon receipt of a Company Order, will cancel the Restricted Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note of the same Series or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note of the same Series at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

(4) Unrestricted Definitive Notes to Beneficial Interests in Restricted Global NotesProhibited. An Unrestricted Definitive Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(A) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of a Company Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

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(f) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note of the same Series if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 of Regulation S, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note of the same Series or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note of the same Series if:

(A) the Registrar receives the following:

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case set forth in this subparagraph (A), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the clauses of this Section 2.06(e), the Trustee shall, upon receipt of a Company Order, cancel the prior Restricted Definitive Note and the Company will execute, and upon receipt of a Company Order in accordance with Section 2.02, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate aggregate principal amount to the Person designated by the Holder of such prior Restricted Definitive Note in written instructions delivered to the Registrar by such Holder.

(3) Unrestricted Definitive Notes to UnrestrictedDefinitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note of the same Series. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under the Indenture unless specifically stated otherwise in the applicable provisions of the Indenture.

(1) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, IF APPLICABLE,

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OR ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (B) ONLY IF THE AGGREGATE INITIAL PURCHASE PRICE OF THE TRANSFERRED P-CAPS IS AT LEAST $100,000 AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST HEREIN REPRESENTS BY ITS PURCHASE AND HOLDING OF THIS SECURITY OR SUCH INTEREST THAT EITHER (1) IT IS NOT (A) AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR THAT IS SUBJECT TO ERISA OR A PLAN DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (B) AN EMPLOYEE BENEFIT PLAN THAT IS A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA), A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) OR A NON-U.S. PLAN (AS DESCRIBED IN SECTION 4(B)(4) OF ERISA) THAT IS NOT SUBJECT TO THE REQUIREMENTS OF ERISA OR THE CODE BUT IS SUBJECT TO SIMILAR PROVISIONS UNDER APPLICABLE FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS (“SIMILAR LAWS”), (C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLANS PURSUANT TO SECTION 3(42) OF ERISA, DEPARTMENT OF LABOR REGULATIONS OR OTHERWISE, OR (2) THE PURCHASE AND HOLDING OF THE SECURITIES WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE OR UNDER ANY APPLICABLE SIMILAR LAWS OR (D) A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS.

VISTRA OPERATIONS COMPANY LLC RESERVES THE RIGHT TO MODIFY THE FORM OF THE SECURITIES FROM TIME TO TIME TO REFLECT ANY CHANGES IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THEIR PURCHASE OR RESALE. THE SECURITIES AND RELATED DOCUMENTATION, INCLUDING THIS LEGEND, MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THE SECURITIES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF SECURITIES SUCH AS THE SECURITIES GENERALLY. EACH HOLDER OF THIS CERTIFICATE SHALL BE DEEMED, BY THE ACCEPTANCE OF THIS CERTIFICATE, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.”

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(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO VISTRA OPERATIONS COMPANY LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE SENIOR SECURED NOTES INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE SENIOR SECURED NOTES INDENTURE.”

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of the Base Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and a notation will be made on the records maintained by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and a notation will be made on the records maintained by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.

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(i) General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a Company Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2) No service charge shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.06 and 9.04 hereof and Section 2.11 of the Base Indenture).

(3) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5) Neither the Registrar nor the Company shall be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

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(10) All references in this Section 2.06 to the exchange or transfer of Notes, Global Notes, Definitive Notes or any beneficial interests therein shall be deemed to refer to the exchange or transfer of the applicable P-Caps, Global Notes, Definitive Notes or any beneficial interests therein.

(11) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

(j) Trust Dissolution. If the Trust distributes the Notes to the holders of the P-Caps upon its dissolution and termination, then prior to such distribution, the Notes shall, and the Company shall take commercially reasonable efforts to cause the Notes to, be exchanged for one or more Global Notes and the Depository shall be DTC; provided that, if such Notes are not eligible to be settled through DTC at the time of such distribution, such Notes will be distributed in the form of one or more individual Securities. Any such Global Notes shall be Global Notes for purposes of the Base Indenture and shall be subject to the provisions thereof governing Global Notes, except as modified hereby.

Section 2.07 CUSIP Numbers.

The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

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ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

If the Company elects to redeem the Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 5 days (unless the Trustee agrees to a shorter period) before sending a redemption notice to the Holders, an Officer’s Certificate setting forth:

(1) the clause of the Indenture pursuant to which the redemption shall occur;

(2) the redemption date;

(3) the principal amount of the Notes to be redeemed;

(4) the redemption price; and

(5) the applicable CUSIP numbers, if any.

Section 3.02 Selection of Notes to Be Redeemed.

The following provisions shall apply if and when the Notes are distributed by the Trust.

If less than all of the Notes is to be redeemed at any time, the Trustee (or Registrar if other than the Trustee) shall select the Notes for redemption on a pro rata basis to the extent practicable or by lot or such other similar method in accordance with the procedures of the Depository, unless otherwise required by law or applicable stock exchange requirements (so long as the Trustee has actual knowledge of such listing).

In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 10 nor more than 60 days prior to the redemption by the Trustee from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. The Notes and portions of the Notes selected shall be in minimum amounts of $2,000 or whole multiples of $1,000 in excess of $2,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of the Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of the Indenture that apply to the Notes called for redemption also apply to portions of the Notes called for redemption.

No Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first-class mail or sent electronically at least 10 but not more than 60 days before the redemption date to each Holder to be redeemed at its registered address, except that redemption notices may be mailed or sent electronically more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture.

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If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount of that Note that is to be redeemed. In the case of certificated Notes, a new Note in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption unless the Company defaults in making the applicable redemption payment.

Section 3.03 Notice of Redemption.

At least 10 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first-class mail or sent electronically, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that, notwithstanding anything to the contrary in Section 3.07 below, redemption notices may be mailed or sent electronically more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Article 8 or Article 11 of this First Supplemental Indenture.

The notice will identify the Notes to be redeemed and will state:

(1) the redemption date;

(2) the redemption price;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, in the case of certificated Notes, a new Note or Notes in principal amount equal to the unredeemed portion will be issued in the name of the Holder upon cancellation of the original Note;

(4) the name and address of the Paying Agent;

(5) that the Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Company defaults in making such redemption payment, interest on the Notes called for redemption ceases to accrue on and after the redemption date;

(7) the applicable section of this First Supplemental Indenture or the Notes pursuant to which the Notes called for redemption are being redeemed;

(8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

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Any redemption and notice thereof may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed or sent electronically in accordance with Section 3.03 hereof, the Notes called for redemption become, subject to any conditions precedent set forth in the notice of redemption, irrevocably due and payable on the redemption date at the redemption price.

Section 3.05 Deposit of Redemption Price.

One Business Day prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of, accrued interest to but excluding the redemption date, and premium, if any, on all Notes to be redeemed on that date. Promptly after the Company’s written request, the Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, accrued interest, and premium, if any, on, all Notes to be redeemed.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest will cease to accrue on the Notes or the portions of Notes called for redemption.

If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption is not so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

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Section 3.06 Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon receipt of a Company Order, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

Section 3.07 Optional Redemption.

(a) At any time prior to April 17, 2028, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less interest accrued to the date of redemption, and (ii) 100% of the principal amount of Notes redeemed, in either case, plus accrued and unpaid interest thereon to the redemption date.

(b) At any time on or after the Par Call Date, the Company may on any one or more occasions redeem all or a part of the Notes, at a redemption price equal to 100% of the principal amount of Notes redeemed plus accrued and unpaid interest thereon to the redemption date.

(c) Prior to the dissolution and termination of the Trust, the Company may redeem the Notes held by the Trust only in integral multiples of $50 million principal amount (or, in the event that the Available Amount is less than $50 million, for the Available Amount).

(d) The Company is not prohibited, once the Notes are distributed to holders of the P-Caps upon the Trust’s dissolution and termination, from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise, assuming such action does not otherwise violate the Indenture.

(e) Any optional redemption may be conditioned upon the consummation of one or more other transactions.

(f) Notwithstanding the foregoing, if and following when the Notes have been distributed by the Trust, in connection with any tender offer for or other offer to purchase the Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Company, or any third party making such an offer in lieu of the Company, purchase all of the Notes validly tendered and not withdrawn by such Holders, all Holders will be deemed to have consented to such offer, and the Company or such third party will have the right upon not less than 10 nor more than 60 days’ notice, given not more than 30 days following such offer expiration date, to redeem the Notes that remain outstanding, in whole but not in part, following such purchase at a price equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such offer, plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, such redemption date. In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer or other offer to purchase, such calculation shall include Notes owned by an Affiliate of the Company (notwithstanding any provision of the Indenture to the contrary).

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(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.

Section 3.08 Mandatory Redemption.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. However, the Company may be required to offer to purchase the Notes upon the occurrence of a Change of Control Trigger Event pursuant to Section 4.06. The Company and any Subsidiaries may at any time and from time to time purchase Notes in the open market or otherwise.

Section 3.09 Calculation of Redemption Price.

The Trustee shall have no obligation to calculate the redemption price of any Note.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in this First Supplemental Indenture and the Notes. Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

Section 4.02 Maintenance of Office or Agency.

(a) The Company shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and the Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

(b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

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(c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof; provided, however, the Trustee shall not be deemed an agent of the Company for the service of legal process.

Section 4.03 Reports.

(a) Whether or not required by the SEC’s rules and regulations, so long as any Notes are outstanding, the Company shall furnish to the Trustee and Holders of such Notes, within the time periods (including any extensions thereof) specified in the SEC’s rules and regulations:

(1) all quarterly and annual reports of the Company that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports; and

(2) all current reports of the Company that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

All such reports shall be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s independent registered public accounting firm. In addition, the Company shall file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing). To the extent such filings are made with the SEC, the reports shall be deemed to have been furnished to the Trustee and Holders. To the extent such filings are not made with the SEC, the reports shall be deemed to have been furnished to the Trustee and Holders if the Company (i) delivers such reports to the Trustee and (ii) posts copies of such reports on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access shall be given to Holders and prospective purchasers of the Notes, in each case at the Company’s expense and by the applicable date the Company would be required to file such information pursuant to the preceding paragraph.

(b) In addition, the Company agrees that, for so long as any Notes remain outstanding, at any time it is not required to file the reports required by the preceding paragraphs with the SEC, it will furnish to the Holders of such Notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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respect to Section 4.03(a), to the extent such information relates to Vistra (or any other direct or indirect parent of the Company), such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to Vistra or such other parent, on the one hand, and the information relating to the Company on a standalone basis, on the other hand (provided, however, that the Company shall be under no obligation to deliver such consolidating or other explanatory information if the Total Assets and the Consolidated EBITDA of the Company and its consolidated Restricted Subsidiaries do not differ from the Total Assets and the Consolidated EBITDA, respectively, of Vistra (or any other direct or indirect parent of the Company) and its consolidated Subsidiaries by more than 2.5%).

(d) The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt thereof shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under the Indenture (as to which the Trustee is entitled to rely on an Officer’s Certificate).

Section 4.04 Compliance Certificate.

(a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in the Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b) So long as any of the Notes are outstanding, the Company shall deliver to the Trustee, promptly upon the Company becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.05 Liens.

(a) The Company will not and will not permit any Subsidiary Guarantor to, create, incur, assume or suffer to exist or become effective any mortgage, pledge or other Lien (other than (1) prior to a Release Event, Permitted Liens and (2) following a Release Event, Permitted Post-Release Liens) upon any Principal Property to secure indebtedness for borrowed money represented by notes, bonds, debentures or other similar evidences of indebtedness, unless all payments due under the Indenture and the Notes issued thereunder are secured on an equal and ratable basis with the Obligations so secured prior to or simultaneously with the creation of such Lien until such time as such Obligations are no longer secured by a lien.

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(b) Any Lien created for the benefit of the Holders pursuant to Section 4.05(a) shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release of the Lien that gave rise to the obligation to secure the Notes pursuant to Section 4.05(a).

Section 4.06 Offer to Repurchase Upon a Change of Control Trigger Event.

(a) Upon the occurrence of a Change of Control Trigger Event, each Holder will have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that Holder’s Notes pursuant to a change of control offer (the “Change of Control Offer”). In the Change of Control Offer, the Company will offer a payment (the “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes to but excluding the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control Trigger Event, the Company shall mail (or deliver electronically) a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

(1) that the Change of Control Offer is being made pursuant to this Section 4.06 and that all Notes tendered will be accepted for payment;

(2) the purchase price and the purchase date, which date will be no earlier than 10 days and no later than 60 days from the date such notice is mailed or sent electronically (the “Change of Control Payment Date”);

(3) that any Note not tendered will continue to accrue interest;

(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, email, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

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(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess of $2,000.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Trigger Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.06, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06 by virtue of such compliance.

(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The Paying Agent shall promptly mail or deliver electronically to each Holder properly tendered the Change of Control Payment for the Notes, and the Trustee shall promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(c) Notwithstanding anything to the contrary in this Section 4.06, the Company shall not be required to make a Change of Control Offer upon a Change of Control Trigger Event if (1) a third party makes the Change of Control Offer with respect to the Notes in the manner, at or prior to the times and otherwise in compliance with the requirements set forth in this Section 4.06 and purchases all such Notes properly tendered and not withdrawn under the Change of Control Offer (or in the event the Notes are held by the Trust, such offer is made to the holders of the P-Caps), or (2) notice of redemption with respect to the Notes has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price. A Change of Control Offer may be made in advance of a Change of Control Trigger Event, with the obligation to pay and the timing of payment conditioned upon the occurrence of a Change of Control Trigger Event, if a definitive agreement to effect a Change of Control is in place at the time the Change of Control Offer is made.

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(d) With respect to any Notes issued to the Trust in the amount of a Change of Control Offer Subject Amount in connection with a Mandatory Exercise Event or other Notes already held by the Trust, to the extent holders of the P-Caps have accepted the Change of Control Offer with respect to P-Caps, upon a Change of Control Offer Expiration Date, the Company will be required to repurchase such Notes on the Change of Control Payment Date for an amount equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, on such Notes to the date of purchase, which amount, together with any Cash Settlement Amount if paid in lieu of issuance of a Change of Control Offer Subject Amount, shall equal to the Change of Control Payment with respect to the P-Caps Tendered Amount.

Section 4.07 Additional Subsidiary Guarantees.

(a) If any Eligible Subsidiary of the Company other than a Subsidiary Guarantor (i) guarantees any Indebtedness under the Credit Agreement or (ii) if the Company has no Indebtedness outstanding under the Credit Agreement, guarantees any Additional Indebtedness, then within 30 days thereof the Company shall cause such Eligible Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will guarantee payment of the Notes on the same terms and conditions as those applicable to the Subsidiary Guarantors under the Indenture and will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered and constitutes a legally valid and enforceable obligation (subject to customary qualifications and exceptions). Thereafter, such Eligible Subsidiary will be a Subsidiary Guarantor with respect to the Notes until such Eligible Subsidiary’s Subsidiary Guarantee with respect to the Notes is released in accordance with the Indenture.

(b) The Company shall cause any such Eligible Subsidiary, substantially concurrently with the execution of a supplemental indenture pursuant to Section 4.07(a), to pledge all of its existing and future assets constituting Collateral to secure its guarantee, and the Company shall cause all of the Capital Stock in such Eligible Subsidiary owned by the Company or any Subsidiary Guarantor to be pledged to secure the Notes and the Subsidiary Guarantees and shall cause the Liens thereon to be valid and perfected, subject to the limitations and timing requirements set forth in this First Supplemental Indenture, the Note Security Documents and the other Priority Lien Documents.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of Assets.

(1) either:

(A) the Company is the surviving corporation; or

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(2) the Successor Company (if other than the Company) expressly assumes all the obligations of the Company under the Indenture, the Notes and, if applicable, prior to a Release Event, the Note Security Documents, and in connection therewith shall cause instruments to be filed and recorded and take such other actions as may be required by Applicable Law to perfect or continue the perfection of the Lien created under the Note Security Documents on the Collateral owned by or transferred to such other Person, in each case, pursuant to documents in such form as are reasonably satisfactory to the Trustee and the Collateral Trustee; and

(3) immediately after such transaction, no Default or Event of Default exists; and

(4) prior to a Release Event, to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person formed by or surviving any such consolidation or merger are assets of the type which would constitute Collateral under the Note Security Documents, the Person formed by or surviving any such consolidation or merger will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Note Security Documents in the manner and to the extent required in the Indenture or any of the Note Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Note Security Documents; and

(b) In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

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(2) any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Company and its Subsidiaries, including by way of merger or consolidation.

Section 5.02 Successor Company Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the Successor Company shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of the Indenture referring to the “Company” shall refer instead to the Successor Company and not to the Company), and may exercise every right and power of the Company under the Indenture with the same effect as if the Successor Company had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of, interest, premium (if any) on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

Each of the following is an “Event of Default” with respect to the Notes:

(1) default for 30 days in the payment when due of interest on the Notes;

(2) default in payment when due of the principal of, or premium, if any, on the Notes;

(3) failure by the Company or a Subsidiary Guarantor to comply with any covenant in the Indenture (other than a default specified in clause (1) or (2) above) for 60 days after (or 120 days in the case of the covenant set forth in Section 4.03) written notice by the Trustee or Holders of at least 30% in principal amount of the Notes then outstanding;

(4) default under any document evidencing any indebtedness for borrowed money by the Company or any Subsidiary Guarantor, whether such indebtedness now exists or is created after the Issue Date, if that default:

(B) results in the acceleration of such indebtedness prior to its express maturity (without such acceleration having been rescinded, annulled or otherwise cured),

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(5) except as permitted by the Indenture, any Subsidiary Guarantee of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that, taken together, would constitute a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors, taken together, would constitute a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or their Subsidiary Guarantees; and

(7) other than by reason of the satisfaction in full of all Obligations under the Indenture and discharge of the Indenture with respect to the Notes or the release of such Collateral with respect to the Notes in accordance with the terms of the Indenture and the Note Security Documents:

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time, cease to be a valid and perfected security interest or shall be declared invalid or unenforceable by a court of competent jurisdiction and any such default continues for 30 days after notice of such default shall have been given to the Company by the Trustee or the Holders of at least 30% in principal amount of the Notes, except to the extent that any such default (1) results from the failure of the Collateral Trustee to maintain possession of certificates, promissory notes or other instruments actually delivered to it representing securities pledged under the Note Security Documents or (2) to the extent relating to Collateral consisting of real property, is covered by a title insurance policy with respect to such real property and such insurer has not denied coverage; or

(B) the Company or any Subsidiary Guarantor that is a Significant Subsidiary (or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary) shall assert, in any pleading in any court of competent jurisdiction, that any security interest in respect of the Notes under any Note Security Document is invalid or unenforceable.

Section 6.02 Acceleration.

In the case of an Event of Default pursuant to Section 6.01(6), principal of and accrued and unpaid interest on all the Notes that are outstanding will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the Notes that are outstanding may declare the principal of and accrued and unpaid interest on all the Notes to be due and payable immediately.

Section 6.03 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the Notes that are then outstanding, by notice to the Trustee may, on behalf of the Holders, waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of interest on or principal of, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.04 Control by Majority.

Subject to the terms of the Collateral Trust Agreement, Holders of a majority in principal amount of the Notes that are then outstanding may direct the Trustee in its exercise of any trust or power. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or the Notes or, subject to Section 7.01 and Section 7.02 of the Base Indenture, that the Trustee determines is unduly prejudicial to the rights of other Holders or

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would involve the Trustee in personal liability (provided that the Trustee shall not have an affirmative duty to determine whether any such direction is unduly prejudicial to any other Holder); provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest.

Section 6.05 Limitations on Suits.

In case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to the Indenture unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in aggregate principal amount of the Notes that are then outstanding have requested the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity;

(5) Holders of a majority in aggregate principal amount of the Notes that are then outstanding have not given the Trustee a direction inconsistent with such request within such 60-day period; and

(6) such Holders are not prohibited from taking such action pursuant to the terms of the Collateral Trust Agreement.

Section 6.06 Collection Suit by Trustee.

Subject to the Collateral Trust Agreement, if an Event of Default specified in Section 6.01(1) or Section 6.01(2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.

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Section 6.07 Priorities.

Subject to the Collateral Trust Agreement, if the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First: to the Trustee, the Delaware Trustee and the Trustee (as such term is defined in the Trust Declaration), their agents and attorneys for amounts due under Section 7.06 of the Base Indenture, the Trust Declaration or the Trust Expense Reimbursement Agreement, as applicable, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the such party and the costs and expenses of collection;

Second: subject to clause Second of Section 6.07 of the Base Indenture, to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.07.

Section 6.08 Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company, its Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter and may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any custodian or other party making payment in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.06 of the Base Indenture. No provision of the Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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Section 6.09 Holder Representation.

(a) Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders of the Notes (each, a “Directing Holder”) must be accompanied by a written representation from each such Holder to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by Beneficial Owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to a notice of Default (a “Default Direction”) shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Directing Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). Notwithstanding anything herein to the contrary, in any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the Beneficial Owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee, and such beneficial owner shall provide proof of its holdings in a manner satisfactory to the Trustee.

(b) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an officer’s certificate stating that the Company has initiated litigation (“Litigation”) in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter (a “Final Decision”). Once such Officer’s Certificate has been provided to the Trustee, the Trustee shall take no further action pursuant to the related Noteholder Direction until it has actual knowledge of a Final Decision. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant (a “Verification Covenant Officer ’ s Certificate”), the cure period with respect to such Event of Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed until such time as the Company provides the Trustee with an Officer’s Certificate that the Verification Covenant has been satisfied (a “Covenant Satisfaction Officer ’ s Certificate”); provided that the Company shall promptly deliver such officer’s certificate to the Trustee upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation (as evidenced by the delivery to the Trustee of the Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant (a “Covenant Failure Officer ’ s Certificate”)) shall result in such Holder’s participation in such Noteholder Direction being disregarded; and if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default.

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(c) Notwithstanding anything in Section 6.09(a) or Section 6.09(b) to the contrary, (i) any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar direction shall not require compliance with the foregoing paragraphs and (ii) a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction, Position Representation, Verification Covenant Officers’ Certificate, Covenant Satisfaction Officer’s Certificate, Covenant Failure Officer’s Certificate or other document delivered to it pursuant to Section 6.09(a) or Section 6.09(b), and have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant or verify any statements in any Officer’s Certificates delivered to it or otherwise make calculations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no obligation to monitor or determine whether a Holder is Net Short and can rely conclusively on a Directing Holder’s Position Representation, the Officer’s Certificates delivered by the Company and determinations made by a court of competent jurisdiction and shall have no liability for ceasing to take any action, staying any remedy or otherwise failing to act in accordance with a Noteholder Direction during the pendency of Litigation or a Noteholder Direction after a Verification Covenant Officer’s Certificate has been provided but prior to receipt of a Covenant Satisfaction Officer’s Certificate. The Trustee shall have no liability or responsibility to the Company or to any Holder or any other Person in connection with any Noteholder Direction or to determine whether or not any Holder has delivered a Position Representation or that such Position Representation conforms with the Indenture or any other agreement.

ARTICLE 7

[RESERVED]

Section 7.01 [Reserved].

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may, at its option evidenced by a resolution of its Board of Directors set forth in an Officer’s Certificate, at any time following the distribution of the Notes by the Trust, elect to have either Section 8.02 or Section 8.03 hereof be applied to the Notes upon compliance with the conditions set forth below in this Article 8.

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Section 8.02 Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to the Notes (including the Subsidiary Guarantees) on the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the Notes (including the Subsidiary Guarantees with respect to the Notes), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections hereof referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under the applicable Note Documents (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of such Notes to receive payments in respect of the principal of, or interest or premium on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;

(3) the rights, powers, trusts, duties and immunities of the Trustee under the Indenture, and the Company’s and the Subsidiary Guarantors’ obligations in connection therewith; and

(4) this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under Sections 4.03, 4.04, 4.05, 4.06 and 4.07 hereof with respect to the Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of the Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that the Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the Notes and Subsidiary Guarantees with respect to the Notes, the Company and the Subsidiary Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other Note Document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of the Indenture and such Notes and Subsidiary Guarantees shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Sections 8.04, 6.01(3), 6.01(4) and 6.01(5) hereof shall not constitute Events of Default.

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Section 8.04 Conditions to Legal or Covenant Defeasance.

(a) In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes under either Section 8.02 or Section 8.03 hereof:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants to pay the principal of, or interest and premium on, such Notes that are then outstanding on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company has delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the Notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes that are then outstanding will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default with respect to the Notes has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

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(6) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

(7) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

Section 8.06 Repayment to the Company.

Subject to applicable law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable, shall be paid to the Company on its written request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the

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expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or Section 8.03 hereof, as the case may be, by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Subsidiary Guarantors’ obligations under the applicable Note Documents will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or Section 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Article 9 of the Base Indenture and Section 9.02 hereof, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement any Note Document without the consent of any Holder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Company’s or a Subsidiary Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Subsidiary Guarantor’s assets pursuant to Article 5 of this First Supplemental Indenture (if applicable);

(4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA;

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(6) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum, to the extent that such provision in the “Description of the Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture, the Notes or the Subsidiary Guarantees, as evidenced by an Officer’s Certificate;

(7) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the requirements thereof;

(8) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes;

(9) to make, complete or confirm any grant of Collateral permitted or required by any of the Note Documents;

(11) as provided in Section 12.03(c) and Section 12.03(e) of the Base Indenture and in the Collateral Trust Agreement.

Upon the request of the Company, accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 11.02 of the Base Indenture and Section 9.05 hereof the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture or any other amendment of or supplement to any Note Document authorized or permitted by the terms of this First Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to (but may, in its sole discretion) enter into such amended or supplemental indenture or any other amendment of or supplement to any Note Document that affects its own rights, duties, indemnities or immunities under this First Supplemental Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

(a) Except as provided below in this Section 9.02, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement the Note Documents (for the avoidance of doubt, other than the Base Indenture, but including, without limitation, Section 4.06 hereof) with the consent of the Holders of at least a majority in principal aggregate amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase, or tender offer or exchange offer for, the Notes), and, subject to Section 6.03 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on such Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Note Documents may be waived with the consent of the Holders of a majority in principal aggregate amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes). Section 2.08 of the Base Indenture shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

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(b) Upon the request of the Company accompanied by a resolution of its Board of Directors and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of the Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 11.02 of the Base Indenture and Section 9.05 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental indenture or any amendment of or supplement to any Note Document authorized or permitted by the terms of this First Supplemental Indenture unless such amended or supplemental indenture or any amendment of or supplement to any Note Document directly affects the Trustee’s own rights, duties, indemnities or immunities under this First Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture or any amendment of or supplement to any Note Document.

(c) It is not necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

(d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail or deliver electronically to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail or deliver electronically such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Section 6.03 hereof and Section 9.02 of the Base Indenture, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of the Note Documents. However, without the consent of each Holder of the Notes affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any such Notes held by a non-consenting Holder):

(1) reduce the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of any Note (other than provisions relating to the covenant described in Section 4.06 and provisions relating to the number of days of notice to be given in the event of a redemption);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium on any Note (except a rescission of acceleration of such Notes by the Holders of a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

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(5) make any Note payable in currency other than that stated in the Notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of such Holders to receive payments of principal of, or interest or premium on any Notes;

(7) waive a redemption payment with respect to any Note (other than a payment required by the covenant described in Section 4.06 hereof); or

(8) make any change to Section 9.01 hereof and this Section 9.02, as to the Notes.

(e) Without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (A) make any change in any Note Security Documents or the provisions in the Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any material portion of the Collateral in any way adverse to the Holders of such Notes in any material respect, other than, in each case, as provided under the terms of the Note Security Documents.

(f) Other than as expressly provided in this Section 9.02, the Base Indenture may only be amended, supplemented or otherwise modified as and to the extent provided in the Base Indenture.

Section 9.03 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.04 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of a Company Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

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Section 9.05 Trustee to Sign Amendments, etc.

The Trustee shall sign any amended or supplemental indenture or other amendment of or supplement to any Note Document authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities, indemnities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture or other amendment of or supplement to any Note Document until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture or other amendment of or supplement to any Note Document, the Trustee will be entitled to receive and (subject to Section 7.01 of the Base Indenture) will be fully protected in relying upon an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or other amendment of or supplement to any Note Document is authorized or permitted by the Indenture and the Note Documents.

ARTICLE 10

SUBSIDIARY GUARANTEES

Section 10.01 Guarantee.

(a) Subject to this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(1) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The obligations of each Subsidiary Guarantor in respect of its guarantee are secured by the Collateral on a senior secured basis as provided in the Note Security Documents.

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(b) The Subsidiary Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and the Indenture.

(c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(d) Each Subsidiary Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee. The Subsidiary Guarantors will have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Section 10.02 Limitation on Subsidiary Guarantor Liability.

Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article 10, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

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Section 10.03 Subsidiary Guarantors May Consolidate, etc., on Certain Terms.

(a) Except as otherwise provided in Section 10.04 hereof, no Subsidiary Guarantor may sell or otherwise dispose, in one or a series of related transactions, of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Subsidiary Guarantees had been issued on the Issue Date.

Except as set forth in Article 4 and Article 5 hereof, nothing contained in the Indenture or in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Section 10.04 Releases.

(a) The Subsidiary Guarantee of a Subsidiary Guarantor will be released automatically:

(1) upon the release, discharge or termination of such Subsidiary Guarantor’s guarantee of all obligations of the Company under the Credit Agreement;

(2) if such Subsidiary Guarantor has become a guarantor of any Additional Indebtedness, upon the release, discharge or termination of such Subsidiary Guarantor’s guarantee of all obligations of the Company under such Additional Indebtedness; or

(3) upon defeasance or satisfaction and discharge of the Notes as provided in Article 8 and Article 11 hereof.

(b) Upon delivery by the Company to the Trustee of an Officer’s Certificate to the effect that the action or event giving rise to a release has occurred as specified above, the Trustee shall, upon receipt by it of the documents described in Section 11.02 of the Base Indenture, execute any documents reasonably requested by the Company or the Trustee in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.

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(c) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under the Indenture as provided in this Article 10.

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

The Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1) either:

(A) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the distribution of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Subsidiary Guarantor is a party or by which the Company or any Subsidiary Guarantor is bound;

(3) the Company or any Subsidiary Guarantor has paid or caused to be paid all sums payable by it with respect to all Notes under this First Supplemental Indenture; and

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(4) the Company has delivered irrevocable written instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this First Supplemental Indenture as to Notes issued hereunder, if money has been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof will survive.

Section 11.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and the Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Subsidiary Guarantor’s obligations under this First Supplemental Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12

MISCELLANEOUS

Section 12.01 Notices.

Any notice or communication by the Company or the Trustee to the other parties hereto is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), email, facsimile transmission or overnight air courier guaranteeing next-day delivery, to the others’ address:

If to the Company:

Vistra Corp.

6555 Sierra Drive

Irving, Texas 75039 Facsimile Number: (972) 556-6119

Attention: Legal Department

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With a copy to:

Sidley Austin LLP

2021 McKinney Avenue, Suite 2000

Dallas, Texas 75201

Email: bhowell@sidley.com

Facsimile Number: (214) 981-3400

Attention: William D. Howell

If to the Trustee:

The Bank of New York Mellon Trust Company, N.A.

601 Travis Street, 16th Floor

Houston, Texas 77002

Attention: Rafael Martinez

Telephone: 713-483-6535

Email: rafael.martinez@bnymellon.com

The Company, any Subsidiary Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders or the Trustee) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when sent, without automatic reply that such was unsuccessful, if emailed; when receipt acknowledged, if sent by facsimile transmission; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

If a notice or communication is delivered or mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company delivers a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

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“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Issuer and/or the Subsidiary Guarantors, as applicable, whenever a person is to be added or deleted from the listing. If the Issuer and/or the Subsidiary Guarantors, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Issuer and the Subsidiary Guarantors understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer and the Subsidiary Guarantors shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer, the Subsidiary Guarantors and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer and/or the Subsidiary Guarantors, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer and the Subsidiary Guarantors agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer and/or the Subsidiary Guarantors, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Section 12.02 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Agents may make reasonable rules and set reasonable requirements for its functions.

Section 12.03 No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Company or the Subsidiary Guarantors under the Notes, the Indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Section 12.04 Governing Law.

(a) THIS FIRST SUPPLEMENTAL INDENTURE, THE NOTES, AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(b) Each party hereto irrevocably and unconditionally submits to the jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, New York County and of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any jurisdiction thereof, in any action or proceeding arising out of or relating to the Indenture, the Notes or the Subsidiary Guarantees, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in the Indenture shall affect any right that any party hereto otherwise have to bring any action or proceeding relating to the Indenture against any party hereto or its properties in the courts of any jurisdiction.

(c) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to the Indenture in any court referred to in Section 12.04(b) hereto. Each party hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 12.01 hereof, such service to be effective upon receipt. Nothing in the Indenture will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 12.05 Waiver of Immunity.

To the extent that any of the Company or the Subsidiary Guarantors has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or execution, on the ground of sovereignty or otherwise) with respect to itself or its property, it hereby irrevocably waives, to the fullest extent permitted by Applicable Law, such immunity in respect of its obligations under the Indenture, Note and/or Subsidiary Guarantees.

Section 12.06 Waiver of Jury Trials.

ALL PARTIES HERETO HEREBY (AND THE HOLDERS, BY THEIR ACCEPTANCE OF THE NOTES, THEREBY) IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES, THE SUBSIDIARY GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

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Section 12.07 No Adverse Interpretation of Other Agreements.

The Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret the Indenture.

Section 12.08 Successors.

All agreements of the Company in the Indenture and the Notes will bind its successors. All agreements of the Trustee in the Indenture will bind its successors. All agreements of each Subsidiary Guarantor in this First Supplemental Indenture will bind its successors.

Section 12.09 USA Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this First Supplemental Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA Patriot Act.

Section 12.10 Severability.

In case any provision in the Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 12.11 Counterpart Originals.

The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement. The exchange of copies of this First Indenture and of signature pages by facsimile, or PDF or other electronic transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes and shall constitute effective execution and delivery of this Indenture as to the parties hereto and will be of the same effect, validity and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures approved by such Trustee.

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Section 12.12 Table of Contents, Headings, etc..

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.

ARTICLE 13

COLLATERAL AND SECURITY

Section 13.01 Application of Collateral and Security Provisions.

Each of the Company and each Subsidiary Guarantor acknowledges and agrees that the provisions of Article 12 of the Base Indenture apply to the Notes created under this First Supplemental Indenture, and each of the Trustee and the Holders (by their acceptance of the Notes) acknowledges and agrees that the provisions of Article 12 of the Base Indenture apply to the Notes created under this First Supplemental Indenture.

[Signatures on following pages]

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Dated: June 15, 2023

Vistra Operations Company LLC, as Issuer
By:	/s/ William M. Quinn
Name: William M. Quinn
Title: Senior Vice President and Treasurer
Ambit California, LLC
Ambit Energy Holdings, LLC
Ambit Holdings, LLC
Ambit Illinois, LLC
Ambit Marketing, LLC
Ambit Midwest, LLC
Ambit New York, LLC
Ambit Northeast, LLC
Ambit Texas, LLC
Angus Solar, LLC
Bellingham Power Generation LLC
Big Brown Power Company LLC
Big Sky Gas Holdings, LLC
Big Sky Gas LLC
Blackstone Power Generation LLC
Bluenet Holdings, LLC
Brightside Solar, LLC
Calumet Energy Team, LLC
Casco Bay Energy Company, LLC
Coffeen and Western Railroad Company
Coleto Creek Energy Storage LLC
Coleto Creek Power, LLC
Comanche Peak Power Company LLC
Connecticut Gas & Electric, LLC
Core Solar SPV I, LLC
Crius Energy Holdings, LLC
Crius Energy, LLC
Crius Solar Fulfillment, LLC
Dallas Power & Light Company, Inc.
Dicks Creek Power Company LLC
Dynegy Coal Holdco, LLC
Dynegy Coal Trading & Transportation, L.L.C.
Dynegy Conesville, LLC
Dynegy Energy Services (East), LLC
Dynegy Energy Services, LLC
Dynegy Killen, LLC
Dynegy Marketing and Trade, LLC
Dynegy Midwest Generation, LLC
Dynegy Operating Company

[Signature Page to the Vistra Operations Company LLC Supplemental Indenture]

Dynegy Power Marketing, LLC
Dynegy Resources Generating Holdco, LLC
Dynegy South Bay, LLC
Dynegy Stuart, LLC
Emerald Grove Solar, LLC
Energy Rewards, LLC
Energy Services Providers, LLC
Ennis Power Company, LLC
EquiPower Resources Corp.
Everyday Energy NJ, LLC
Everyday Energy, LLC
Fayette Power Company LLC
Forest Grove Solar LLC
Generation SVC Company
Hanging Rock Power Company LLC
Hays Energy, LLC
Hopewell Power Generation, LLC
Illinois Power Generating Company
Illinois Power Marketing Company, LLC
Illinois Power Resources Generating, LLC
Illinois Power Resources, LLC
Illinova Corporation
IPH, LLC
Kendall Power Company LLC
Kincaid Generation, L.L.C.
La Frontera Holdings, LLC
Lake Road Generating Company, LLC
Liberty Electric Power, LLC
Lone Star Energy Company, Inc.
Lone Star Pipeline Company, Inc.
Luminant Administrative Services Company
Luminant Coal Generation LLC
Luminant Commercial Asset Management LLC
Luminant Energy Company LLC
Luminant Energy Trading California Company
Luminant ET Services Company LLC
Luminant Gas Imports LLC
Luminant Generation Company LLC
Luminant Mining Company LLC
Luminant Power Generation, LLC
Luminant Power LLC
Massachusetts Gas & Electric, LLC
Masspower, LLC
Miami Fort Power Company LLC
Midlothian Energy, LLC
Milford Power Company, LLC

[Signature Page to the Vistra Operations Company LLC Supplemental Indenture]

Morro Bay Energy Storage 1, LLC
Morro Bay Energy Storage 2, LLC
Morro Bay Power Company LLC
Moss Landing Energy Storage 1, LLC
Moss Landing Energy Storage 2, LLC
Moss Landing Energy Storage 3, LLC
Moss Landing Energy Storage 4, LLC
Moss Landing Power Company LLC
NCA Resources Development Company LLC
NEPCO Services Company
Northeastern Power Company
Oak Grove Management Company LLC
Oak Hill Solar LLC
Oakland Energy Storage 1, LLC
Oakland Energy Storage 2, LLC
Oakland Energy Storage 3, LLC
Oakland Power Company LLC
Ontelaunee Power Operating Company, LLC
Pleasants Energy, LLC
Public Power & Utility of Maryland, LLC
Public Power & Utility of NY, LLC
Public Power, LLC (a Connecticut limited liability company)
Public Power, LLC (a Pennsylvania limited liability company)
Regional Energy Holdings, LLC
Richland-Stryker Generation LLC
Sandow Power Company LLC
Sayreville Power GP Inc.
Sayreville Power Holding LLC
Sayreville Power Generation LP
Sithe Energies, Inc.
Sithe/Independence, LLC
Southwestern Electric Service Company, Inc.
Texas Electric Service Company, Inc.
Texas Energy Industries Company, Inc.
Texas Power & Light Company, Inc.
Texas Utilities Company, Inc.
Texas Utilities Electric Company, Inc.
Trieagle 1, LLC
Trieagle 2, LLC
Trieagle Energy, LP
Trinidad Power Storage LLC
TXU Electric Company, Inc.
TXU Energy Retail Company LLC
TXU Retail Services Company

[Signature Page to the Vistra Operations Company LLC Supplemental Indenture]

U.S. Gas & Electric, LLC
Upton County Solar 2, LLC
USG&E Solar, LLC
Value Based Brands LLC
Verengo, LLC
Viridian Energy Ohio LLC
Viridian Energy NY, LLC
Viridian Energy PA LLC
Viridian Energy, LLC
Viridian International Management LLC
Viridian Network, LLC
Vistra Asset Company LLC
Vistra Corporate Services Company
Vistra EP Properties Company
Vistra Finance Corp.
Vistra Insurance Solutions LLC
Vistra Preferred, LLC
Vistra Zero LLC
Volt Asset Company, LLC
Washington Power Generation LLC
Wise County Power Company, LLC
Wise-Fuels Pipeline, Inc.
Zimmer Power Company LLC, as Guarantors
By:	/s/ William M. Quinn
---	---
	Name: William M. Quinn
	Title: Senior Vice President and Treasurer

[Signature Page to the Vistra Operations Company LLC Supplemental Indenture]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Shondra N. Williams
Name:	Shondra N. Williams
Title:	Vice President

[Signature Page to the Vistra Operations Company LLC Supplemental Indenture]

EXHIBIT A

[Face of Note]

7.233% Senior Secured Notes due 2028	CUSIP: 92840V AN2
	ISIN: US92840VAN29

No. [ ]

Vistra Operations Company LLC

promises to pay to CEDE & CO., INC. or registered assigns, the principal sum of [ ]. Dollars ($[ ]) on May 17, 2028

Interest Payment Dates: May 17 and November 17

Record Dates: May 1 and November 1

Dated: , 20[ ]

-A-1-

IN WITNESS WHEREOF, the Company has caused this Note to be duly signed below.

VISTRA OPERATIONS COMPANY LLC
By:
Name:
Title:

Dated:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,<br><br><br>as Trustee certifies that this is one of the Notes described<br> <br>in<br>the within-named Indenture.
By:
Name:
Title:

-A-2-

[Back of Note]

7.233% Senior Secured Notes due 2028

[Insertthe Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant tothe provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Supplemental Indenture referred to below unless otherwise indicated.

Interest. Vistra Operations Company LLC, a Delaware limited liability company (the “Company”), promises to pay interest on the principal (not in excess of the Maximum P-Caps Outstanding Amount) [reflected on the Schedule of Increases and Decreases on Schedule A of this Note] [Include if this Security is issued to the Trust] [reflected on the Schedule of Increases and Decreases and Exchanges of Interests on Schedule A of this Note] [Include if this Security is in the form of a Global Note] and in the Security Register in accordance with the terms of the Indenture at 7.233% per annum from and including the date the Notes are delivered to the Trust or, if such date is not May 17 or November 17, the immediately preceding May 17 or November 17 (or if such date is prior to November 17, 2023, the date that the P-Caps are issued) (the “Issuance Date”), and will be payable on each May 17 and November 17, commencing on November 17, 2023, or, if any such day is not a Business Day, the following Business Day, without adjustment for such postponement, beginning on the May 17 and November 17 next following the date on which such Notes are sold to the Trust to the persons in whose names the Notes are registered at the close of business on the preceding May 1 or November 1, as the case may be (whether or not a Business Day). Notwithstanding the foregoing, (a) at any time that the outstanding Notes are held by the Trust or in book-entry form only, interest will be paid to the persons in whose names such Notes are registered at the close of business on the Business Day immediately preceding the date of payment and (b) any Notes issued in definitive form to holders of P-Caps on or after a record date and prior to the related interest payment date, interest shall be payable to the persons in whose names the P-Caps were registered at the close of business on the preceding May 1 or November 1, as the case may be (whether or not a Business Day). The Company shall pay interest semi-annually in arrears on May 17 and November 17 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issuance Date; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
Method ofPayment. The Company shall pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date. The Notes will be payable as to principal, premium, if any, and interest at the office or agency of the Company maintained for such purpose, or, at the

-A-3-

option of the Company, payment of interest and may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest and premium, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. If this Note has been distributed by the Trust to the holders of the P-Caps upon the dissolution and termination of the Trust and is not represented by a Global Note, at the option of the Company, payment may be made by (i) check mailed to the address of the person entitled thereto as such address shall appear in the Security Register or (ii) Holders of the Notes must make arrangements to have their payments picked up at or wired from the corporate trust office of the Trustee. That office is currently located at 601 Travis Street, 16th Floor, Houston, Texas 77002. The Company may arrange for additional payment offices or cancel or change these offices.

Paying Agent and Registrar. Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, will act as Paying Agent and the Registrar. The Company may change any Paying Agent or the Registrar without prior notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.
Indenture. The Company issued the Notes as one of a duly authenticated series of securities of the Company issued and to be issued in one or more series under an Indenture dated as of June 15, 2023 (the “Base Indenture”), between the Company and the Trustee, as amended by the First Supplemental Indenture, dated as of June 15, 2023 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Base Indenture, the provisions of this Note shall govern and be controlling, and to the extent any provision of this Note conflicts with the express provisions of the Supplemental Indenture, the provisions of the Supplemental Indenture shall govern and be controlling.
OptionalRedemption.

(a) At any time prior to April 17, 2028 (one month prior to the Maturity Date), the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less interest accrued to the date of redemption, and (ii) 100% of the principal amount of Notes redeemed, in either case, plus accrued and unpaid interest thereon to the redemption date.

(b) At any time on or after April 17, 2028, the Company may on any one or more occasions redeem all or a part of the Notes, at a redemption price equal to 100% of the principal amount of Notes redeemed plus accrued and unpaid interest thereon to the redemption date.

-A-4-

(e) Any optional redemption may be conditioned upon the consummation of one or more other transactions.

MandatoryRedemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.
Offerto Repurchase Upon a Change of Control Trigger Event. Upon the occurrence of a Change of Control Trigger Event, each Holder shall have the right to require the Company to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest on the Notes, if any, to but excluding the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date specified in the notice (the “Change ofControl Payment”). Within 30 days following any Change of Control Trigger Event, the Company shall mail (or deliver electronically) a notice to each Holder describing the transaction or transactions that constitute the Change of Control as required by the Indenture. With respect to any Notes issued to the Trust in the amount of a Change of Control Offer Subject Amount in connection with a Mandatory Exercise Event or other Notes already held by the Trust, to the extent holders of the P-Caps have accepted the Change of Control Offer with respect to P-Caps, upon a Change of Control Offer Expiration Date, the Company will be required to repurchase such Notes on the

-A-5-

Change of Control Payment Date for an amount equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, on such Notes to the date of purchase, which amount, together with any Cash Settlement Amount if paid in lieu of issuance of a Change of Control Offer Subject Amount, shall equal to the Change of Control Payment with respect to the P-Caps Tendered Amount.

Notice of Redemption. Notice of redemption will be furnished at least 10 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.
Denominations, Transfer,Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. A Holder may transfer or exchange Notes in accordance with the provisions of the Supplemental Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. There will be no service charge for any transfer or exchange of the Notes, but Holders will be required to pay all taxes due on transfer. The Company is not required to transfer or exchange any Note selected for redemption or to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed. The registered Holder will be treated as the owner of the Note for all purposes.
Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.
Amendment, Supplement and Waiver. The Base Indenture may be amended as provided therein. The Note Documents (for the avoidance of doubt, other than the Base Indenture) may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the then outstanding Notes, no amendment or waiver may (i) make any change in any Note Security Documents or the provisions in the Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (ii) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any material portion of the Collateral in any way adverse to the Holders of the Notes in any material respect, other than, in each case, as provided under the terms of the Note Security Documents. Without the consent of any Holder of a Note, the Note Documents may be amended or supplemented (i) to cure any ambiguity, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, (iii) to provide for the assumption of the Company’s or a Subsidiary Guarantor’s obligations to Holders of the Notes in the case of a merger or consolidation or sale of all or

-A-6-

substantially all of the Company’s or such Subsidiary Guarantor’s assets pursuant to Article 5 of the Supplemental Indenture, (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture, (v) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, (vi) to conform the text of the Indenture, the Notes, or the Subsidiary Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in the “Description of the Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of the Indenture, the Notes or the Subsidiary Guarantees as evidenced by an Officer’s Certificate of the Company, (vii) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the requirements thereof, (viii) to allow any Subsidiary Guarantor to execute a supplemental indenture and/or Subsidiary Guarantee with respect to the Notes, (ix) to make, complete or confirm any grant of Collateral permitted or required by any of the Note Documents, (x) to release, discharge, terminate or subordinate Liens on Collateral in accordance with the Note Documents; and to confirm and evidence any such release, discharge, termination or subordination or (xi) with respect to the Note Documents, as provided in the Collateral Trust Agreement.

Defaults and Remedies. Events of Default include: (1) default for 30 days in the payment when due of interest on the Notes; (2) default in payment when due of the principal of, or premium, if any, on the Notes; (3) failure by the Company or a Subsidiary Guarantor to comply with any covenant in the Indenture (other than a default specified in clause (1) or (2) above) for 60 days (or 120 days in the case of the covenant set forth in Section 4.03 of the Indenture) after written notice by the Trustee or Holders of at least 30% in principal amount of the Notes then outstanding; (4) default under any document evidencing any indebtedness for borrowed money by the Company or any Subsidiary Guarantor, whether such indebtedness now exists or is created after the Issue Date, if that default: (A) is caused by a failure to pay principal when due at final (and not any interim) maturity on or prior to the expiration of any grace period provided in such indebtedness (a “Payment Default”); or (B) results in the acceleration of such indebtedness prior to its express maturity (without such acceleration having been rescinded, annulled or otherwise cured), and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates $300.0 million or more; provided that this clause (4) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness and (ii) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion; (5) except as permitted by the Indenture, any Subsidiary Guarantee of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or their Subsidiary Guarantees; (6)(a) a court of competent jurisdiction (i) enters an order or decree under

-A-7-

any Bankruptcy Law that is for relief against the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian for all or substantially all of the property of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in each of clauses (i), (ii) or (iii), the order, appointment or decree remains unstayed and in effect for at least 60 consecutive days; or (b) the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors; and (7) other than by reason of the satisfaction in full of all Obligations under the Supplemental Indenture and discharge of the Indenture with respect to the Notes or the release of such Collateral with respect to the Notes in accordance with the terms of the Indenture and the Note Security Documents: (A) in the case of any security interest with respect to Collateral having a fair market value in excess of 5% of Total Assets, individually or in the aggregate, such security interest under the Note Security Documents shall, at any time, cease to be a valid and perfected security interest or shall be declared invalid or unenforceable and any such default continues for 30 days after notice of such default shall have been given to the Company by the Trustee or the Holders of at least 30% in principal amount of the Notes, except to the extent that any such default (1) results from the failure of the Collateral Trustee to maintain possession of certificates, promissory notes or other instruments actually delivered to it representing securities pledged under the Note Security Documents or (2) to the extent relating to Collateral consisting of real property, is covered by a title insurance policy with respect to such real property and such insurer has not denied coverage; or (B) the Company or any Subsidiary Guarantor that is a Significant Subsidiary (or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary) shall assert, in any pleading in any court of competent jurisdiction, that any security interest under any Note Security Document is invalid or unenforceable.

Security and Collateral. The Notes will be entitled to the benefits of certain Collateral pledged for the benefit of the Holders pursuant to the terms of the Note Documents. Reference is hereby made to the Note Documents for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Company, the Subsidiary Guarantors, the Collateral Trustee, the Trustee and the Holders. The Company agrees, and each Holder by accepting a Note agrees, to the provisions contained in the Note Documents.
Trustee Dealings with Company. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Subsidiary Guarantor or any Affiliate of the Company or any Subsidiary Guarantor with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee (if the Indenture has been qualified under the TIA) or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.09 of the Base Indenture.

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No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor, as such, will have any liability for any obligations of the Company or the Subsidiary Guarantors under the Notes, the Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
Authentication. This Note will not be valid until authenticated by the manual or electronic signature of the Trustee or an authenticating agent.
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
CUSIP Numbers/ISINs. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers/ISINs to be printed on the Notes and the Trustee may use CUSIP numbers/ISINs in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
NEW YORK LAW TO GOVERN. THE INDENTURE, THIS NOTE AND THE SUBSIDIARY GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

-A-9-

The Company shall furnish to any Holder upon written request and without charge a copy of the Base Indenture and/or the Supplemental Indenture. Requests may be made to:

Vistra Operations Company LLC

6555 Sierra Drive

Irving, Texas 75039

Attention: Legal Department

Facsimile: (972) 556-6119

-A-10-

Assignment Form

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)

and irrevocably appoint to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Signature<br>Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

-A-11-

Option of Holder to Elect Purchase Pursuant to Section 4.06

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.06 of the Supplemental Indenture, state the amount you elect to have purchased:

	$
Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Tax Identification<br>No.:
Signature<br>Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

-A-12-

SCHEDULE A

SCHEDULE OF INCREASES AND DECREASES IN THE NOTE

The following increases and decreases in this Note have been made:

Date of Change	Amount ofdecrease inPrincipalAmount ofthisNote	Amount ofincrease inPrincipalAmount ofthisNote	Principal Amountof thisNotefollowingsuchdecrease(or increase)	Signature ofauthorized officerof TrusteeorCustodian

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange	Amount ofdecrease inPrincipalAmount ofthisGlobal Note	Amount ofincrease inPrincipalAmount ofthisGlobal Note	Principal Amountof this GlobalNotefollowingsuchdecrease(or increase)	Signature ofauthorized officerof TrusteeorCustodian
*	This schedule should be included only if the Note is issued in global form.
---	---

-A-13-

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Vistra Operations Company LLC

6555 Sierra Drive

Irving, Texas 75039

The Bank of New York Mellon Trust Company, N.A.

601 Travis Street, 16^th^ Floor

Houston, Texas 77002

Attention: Rafael Martinez

Telephone: 713-483-6535

Email: rafael.martinez@bnymellon.com

Re:	[7.233% Senior Secured Notes due 2028]

Reference is hereby made to the First Supplemental Indenture, dated as of June 15, 2023 (the “Indenture”), among Vistra Operations Company LLC, as issuer (the “Company”), the Subsidiary Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the “Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

☐ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Notepursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Ac t”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

-B-1-

☐ Check if Transferee will take delivery of a beneficial interest in theRegulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(a) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Distribution Compliance Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an initial purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.
☐ Check and complete if Transferee will take delivery of a beneficial interest in a Restricted Global Note orRestricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

(b) ☐ such Transfer is being effected to the Company or a subsidiary thereof;

(c) ☐ such Transfer is being effected pursuant to an effective registration statement under the Securities Act in compliance with the prospectus delivery requirements of the Securities Act;

-B-2-

(d) ☐ such Transfer is being effected pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, or Rule 903 or Rule 904 of Regulation S, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by, if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Global Note and/or the Definitive Notes and in the Indenture and the Securities Act.

☐ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a) ☐ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) ☐ Check if Transfer is Pursuan t to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) ☐ Check if Transfer is Pursuant to Other Exemptio n. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 of Regulation S and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

-B-3-

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:
	Name:
	Title:
Dated:

-B-4-

ANNEX A TO CERTIFICATE OF TRANSFER

1.	The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)	☐ a beneficial interest in the:
(i)	☐ 144A Global Note (CUSIP _________), or
---	---
(ii)	☐ Regulation S Global Note (CUSIP _________); or
---	---
(b)	☐ a Restricted Definitive Note.
---	---
2.	After the Transfer the Transferee will hold:
---	---

[CHECK ONE OF (a), (b) OR (c)]

(a)	☐ a beneficial interest in the:
(i)	☐ 144A Global Note (CUSIP _________), or
---	---
(ii)	☐ Regulation S Global Note (CUSIP _________), or
---	---
(iii)	☐ Unrestricted Global Note (CUSIP _________); or
---	---
(b)	☐ a Restricted Definitive Note; or
---	---
(c)	☐ an Unrestricted Definitive Note, in accordance with the terms of the Indenture.
---	---

-B-5-

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Vistra Operations Company LLC

6555 Sierra Drive

Irving, Texas 75039

The Bank of New York Mellon Trust Company, N.A.

601 Travis Street, 16^th^ Floor

Houston, Texas 77002

Attention: Rafael Martinez

Telephone: 713-483-6535

Email: rafael.martinez@bnymellon.com

Re:	[7.233% Senior Secured Notes due 2028]

, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted GlobalNote for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a) ☐ Check if Exchange isfrom beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Ac t”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

-C-1-

(b) ☐ Check if Exchange is from beneficial interest in a Restricted Global Note toUnrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Note and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c) ☐ Check if Exchange is fromRestricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) ☐ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted DefinitiveNotes or Beneficial Interests in Restricted Global Notes

(a) ☐ Check if Exchange is from beneficial interest in aRestricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

-C-2-

(b) ☐ Check if Exchange is from Restricted Definitive Note to beneficial interestin a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ 144A Global Note, ☐ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Definitive Note and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

-C-3-

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:
	Name:
	Title:
Dated:
---

-C-4-

EXHIBIT D

FORM OF SUPPLEMENTAL INDENTURE

ADDITIONAL SUBSIDIARY GUARANTEES

THIS [ ] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of ______________, 20__, 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 (as defined in the Indenture, as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee (i) that certain indenture (the “Base Indenture”), dated as of June 15, 2023, between the Company and the Trustee and (ii) that certain first supplemental indenture, dated as of June 15, 2023 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $450,000,000 of 7.233% Senior Secured Notes due 2028 (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 Guarantee s”); and

WHEREAS, pursuant to Section 9.01 of the Base Indenture and Section 4.07 and Section 9.01 of the First Supplemental 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 Subsidiary, 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:

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 Supplemental Indenture, as applicable.
Agreement to beBound; 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 First Supplemental 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 First Supplemental Indenture, including, without limitation, Section 10.02 thereof.

-D-1-

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.
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.
Effect ofHeadings. The Section headings herein are for convenience only and shall not affect the construction hereof.
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.
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 Page Follows]

-D-2-

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: ______________, 20__

[GUARANTEEING SUBSIDIARIES]
By:
Name:
Title:
[COMPANY]
By:
Name:
Title:
[EXISTING SUBSIDIARY GUARANTORS]
By:
Name:
Title:
[TRUSTEE],<br> <br>as Trustee
By:
Name:
Title:

-D-3-

SCHEDULE I

GUARANTEEING SUBSIDIARIES

Name	Jurisdiction

-D-4-