Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
August 22, 2018
This Amendment No. 1 to Registration Rights Agreement (this “Amendment”) is entered into by Vistra Energy Corp., a Delaware corporation andsuccessor-by-merger to Dynegy Inc. (the “Company”) and the Guarantors (as defined in the Registration Rights Agreement (as defined below)).
RECITALS:
WHEREAS, reference is hereby made to that certain Registration Rights Agreement, dated as of August 21, 2017, by and among the Company (assuccessor-by-merger to Dynegy Inc.), the subsidiary guarantors party thereto and Goldman Sachs & Co. LLC, as representative of the initial purchasers identified therein (the “Registration Rights Agreement”), which provides holders of the Notes with certain registration rights;
WHEREAS, capitalized terms used but not defined herein shall have the definitions given such terms in the Registration Rights Agreement;
WHEREAS, it has been proposed that the Registration Rights Agreement be amended to delete Sections 2(b), 2(c) and 2(d) thereof;
WHEREAS, pursuant to Section 10 (Amendments and Waivers) of the Registration Rights Agreement, any amendment to Section 2 of the Registration Rights Agreement that does not directly or indirectly affect the rights and obligations of any specific Initial Purchaser requires that the Issuers have obtained the written consent of the Holders of a majority of the aggregate principal amount of the Transfer Restricted Securities outstanding (the “Required Minimum Consent”);
WHEREAS, on August 7, 2018, the Company launched a tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation”) with regard to the Notes, seeking the Required Minimum Consent, which will take the form of executed and returned letters of transmittal or, in the case of Holders that tender Notes and deliver consents by way of the Depository Trust Company’s automated tender offer program, duly transmitted Agent’s Messages (as defined in the Offer to Purchase, dated as of August 7, 2018, in respect of the Tender Offer and Consent Solicitation); and
WHEREAS, Global Bondholder Services Corporation, the tender agent and information agent with regard to the Tender Offer and the Consent Solicitation, has provided the Company with the certificate attached hereto asExhibit A, reflecting the receipt of the Required Minimum Consent from Holders in connection with the Tender Offer and Consent Solicitation;
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
