Document

Exhibit 4.4

SEVENTH SUPPLEMENTAL INDENTURE

SUBSIDIARY GUARANTEES

SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 29, 2021, among the subsidiary guarantor listed on Schedule I hereto (the “Guaranteeing Subsidiary”), Vistra Operations Company LLC, a Delaware limited liability company (the “Company”), the other subsidiary guarantors party hereto and Wilmington Trust, National Association, as trustee under the indenture referred to below (the “Trustee”).

WITNESSETH

WHEREAS, the Company has heretofore executed and delivered to the Trustee that certain Indenture (as supplemented and amended, the “Indenture”), dated as of February 6, 2019, among the Company, the Subsidiary Guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $1,300,000,000 of 5.625% Senior Notes due 2027 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture (the “Subsidiary Guarantees”); and

WHEREAS, pursuant to Sections 4.07 and 9.01 of the Indenture, the Trustee, the Company and the other Subsidiary Guarantors are authorized and required to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing 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:

1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. Agreement to be Bound; Guarantee. The Guaranteeing Subsidiary 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. The Guaranteeing Subsidiary hereby agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the Obligations and agreements of a Subsidiary Guarantor under the Indenture. In furtherance of the foregoing, the Guaranteeing Subsidiary shall be deemed a Subsidiary Guarantor for purposes of Article 10 of the Indenture, including, without limitation, Section 10.02 thereof.

3. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

7. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first written above.


VIRIDIAN INTERNATIONAL MANAGEMENT LLC,
as the Guaranteeing Subsidiary

By: /s/ Kristopher E. Moldovan

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

[Signature Page to Seventh Supplemental Indenture]

VISTRA OPERATIONS COMPANY LLC,
as the Company

By: /s/ Kristopher E. Moldovan

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

[Signature Page to Seventh Supplemental Indenture]


AMBIT CALIFORNIA, LLC			LUMINANT ET SERVICES COMPANY LLC
AMBIT ENERGY HOLDINGS, LLC			LUMINANT GAS IMPORTS LLC
AMBIT HOLDINGS, LLC			LUMINANT GENERATION COMPANY LLC
AMBIT ILLINOIS, LLC			LUMINANT MINING COMPANY LLC
AMBIT MARKETING, LLC			LUMINANT POWER GENERATION INC.
AMBIT MIDWEST, LLC			LUMINANT POWER LLC
AMBIT NEW YORK, LLC			MASSPOWER, LLC
AMBIT NORTHEAST, LLC			MIAMI FORT POWER COMPANY LLC
AMBIT TEXAS, LLC			MIDLOTHIAN ENERGY, LLC
BELLINGHAM POWER GENERATION LLC			MILFORD POWER COMPANY, LLC
BIG BROWN POWER COMPANY LLC			MORRO BAY ENERGY STORAGE 1, LLC
BIG SKY GAS, LLC			MORRO BAY ENERGY STORAGE 2, LLC
BIG SKY GAS HOLDINGS, LLC			MORRO BAY POWER COMPANY LLC
BLACKSTONE POWER GENERATION LLC			MOSS LANDING ENERGY STORAGE 1, LLC
BLUENET HOLDINGS, LLC			MOSS LANDING ENERGY STORAGE 2, LLC
BRIGHTSIDE SOLAR, LLC			MOSS LANDING ENERGY STORAGE 3, LLC
CALUMET ENERGY TEAM, LLC			MOSS LANDING ENERGY STORAGE 4, LLC
CASCO BAY ENERGY COMPANY, LLC			MOSS LANDING POWER COMPANY LLC
CINCINNATI BELL ENERGY LLC			NCA RESOURCES DEVELOPMENT COMPANY LLC
COFFEEN AND WESTERN RAILROAD COMPANY			NEPCO SERVICES COMPANY
COLETO CREEK POWER, LLC			NORTHEASTERN POWER COMPANY
COLETO CREEK ENERGY STORAGE LLC			OAK GROVE MANAGEMENT COMPANY LLC
COMANCHE PEAK POWER COMPANY LLC			OAK HILL SOLAR LLC
CORE SOLAR SPV I, LLC			OAKLAND ENERGY STORAGE 1, LLC
CRIUS ENERGY, LLC			OAKLAND ENERGY STORAGE 2, LLC
CRIUS ENERGY CORPORATION			OAKLAND ENERGY STORAGE 3, LLC
CRIUS SOLAR FULFILLMENT, LLC			OAKLAND POWER COMPANY LLC
DALLAS POWER & LIGHT COMPANY, INC.			ONTELAUNEE POWER OPERATING COMPANY, LLC
DICKS CREEK POWER COMPANY LLC			PLEASANTS ENERGY, LLC
DYNEGY COAL HOLDCO, LLC			PUBLIC POWER & UTILITY OF MARYLAND, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.			PUBLIC POWER & UTILITY OF NY, INC.
DYNEGY CONESVILLE, LLC			PUBLIC POWER, LLC (a Connecticut limited liability company)
DYNEGY ENERGY SERVICES (EAST), LLC			PUBLIC POWER, LLC (a Pennsylvania limited liability company)
DYNEGY ENERGY SERVICES, LLC			REGIONAL ENERGY HOLDINGS, INC.
DYNEGY KILLEN, LLC			RENEWABLE ENERGY VENTURES, LLC
DYNEGY MARKETING AND TRADE, LLC			RICHLAND-STRYKER GENERATION LLC
DYNEGY MIDWEST GENERATION, LLC			SANDOW POWER COMPANY LLC
DYNEGY OPERATING COMPANY			SAYREVILLE POWER GP INC.
DYNEGY POWER MARKETING, LLC			SAYREVILLE POWER HOLDINGS LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLC			SAYREVILLE POWER LP
DYNEGY SOUTH BAY, LLC			SITHE ENERGIES, INC.
DYNEGY STUART, LLC			SITHE/INDEPENDENCE LLC
EMERALD GROVE SOLAR, LLC			SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
ENERGY REWARDS, LLC			TEXAS ELECTRIC SERVICE COMPANY, INC.
ENNIS POWER COMPANY, LLC			TEXAS ENERGY INDUSTRIES COMPANY, INC.
EQUIPOWER RESOURCES CORP.			TEXAS POWER & LIGHT COMPANY, INC.
EVERYDAY ENERGY NJ, LLC			TEXAS UTILITIES COMPANY, INC.
EVERYDAY ENERGY, LLC			TEXAS UTILITIES ELECTRIC COMPANY, INC.
FAYETTE POWER COMPANY LLC			TRIEAGLE 1, LLC
FOREST GROVE SOLAR LLC			TRIEAGLE 2, LLC

[Signature Page to Seventh Supplemental Indenture]


GENERATION SVC COMPANY			TRIEAGLE ENERGY LP
HALLMARK SOLAR, LLC			TRINIDAD POWER STORAGE LLC
HANGING ROCK POWER COMPANY LLC			TXU ELECTRIC COMPANY, INC.
HAYS ENERGY, LLC			TXU ENERGY RETAIL COMPANY LLC
HOPEWELL POWER GENERATION, LLC			TXU RETAIL SERVICES COMPANY
ILLINOIS POWER GENERATING COMPANY			UPTON COUNTY SOLAR 2, LLC
ILLINOIS POWER MARKETING COMPANY			VALUE BASED BRANDS LLC
ILLINOIS POWER RESOURCES GENERATING, LLC			VIRIDIAN ENERGY, LLC
ILLINOIS POWER RESOURCES, LLC			VIRIDIAN ENERGY PA LLC
ILLINOVA CORPORATION			VIRIDIAN ENERGY NY, LLC
IPH, LLC			VIRIDIAN NETWORK, LLC
KINCAID GENERATION, L.L.C.			VISTRA ASSET COMPANY LLC
KENDALL POWER COMPANY LLC			VISTRA CORPORATE SERVICES COMPANY
LA FRONTERA HOLDINGS, LLC			VISTRA EP PROPERTIES COMPANY
LAKE ROAD GENERATING COMPANY, LLC			VISTRA FINANCE CORP.
LIBERTY ELECTRIC POWER, LLC			VISTRA INSURANCE SOLUTIONS LLC
LONE STAR ENERGY COMPANY, INC.			VISTRA PREFERRED INC.
LONE STAR PIPELINE COMPANY, INC.			VOLT ASSET COMPANY, INC.
LUMINANT ADMINISTRATIVE SERVICES COMPANY			WASHINGTON POWER GENERATION LLC
LUMINANT COAL GENERATION LLC			WHARTON COUNTY GENERATION, LLC
LUMINANT COMMERCIAL ASSET MANAGEMENT LLC			WISE COUNTY POWER COMPANY, LLC
LUMINANT ENERGY COMPANY LLC			WISE-FUELS PIPELINE, INC.
LUMINANT ENERGY TRADING CALIFORNIA COMPANY			ZIMMER POWER COMPANY LLC

as the Subsidiary Guarantors

By: /s/ Kristopher E. Moldovan

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

[Signature Page to Seventh Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Trustee

By: /s/ Christopher Spinelli

Name: Christopher Spinelli
Title: Vice President

[Signature Page to Seventh Supplemental Indenture]

SCHEDULE I

SUBSIDIARY GUARANTOR


Name			Jurisdiction
Viridian International Management LLC			Delaware

Sch-I-1