The articles of incorporation of each of Vistra Finance Corp. and Vistra Preferred Inc. do
not specify the extent to which the corporation may indemnify its directors or officers.
The bylaws of each of Dynegy Associates
Northeast LP, Inc. and Dynegy Northeast Generation GP, Inc. require the corporation (a) to indemnify its directors and officers to the fullest extent permitted by the DGCL and (b) to advance expenses.
The bylaws of each of EquiPower Resources Corp., Vistra Finance Corp. and Vistra Preferred Inc. require the corporation to (a) indemnify
its directors and officers to the fullest extent permitted by the DGCL and (b) subject to certain limitations, advance expenses. The bylaws further allow the corporation to purchase and maintain insurance on behalf of its directors and
officers.
The bylaws of TXU Retail Services Company allow the corporation to purchase, enter into, maintain or provide insurance,
indemnification or other arrangements for the benefit of its directors and officers to the fullest extent permitted by the DGCL.
The
bylaws of Dynegy Administrative Services Company, Dynegy Power Generation, Inc. and Sithe Energies, Inc. do not specify the extent to which the corporation may indemnify its directors and officers.
Registrant Subsidiary Guarantors formed under the laws of the State of Delaware
ANP Bellingham Energy Company, LLC, ANP Blackstone Energy Company, LLC, Brighten Energy LLC, Calumet Energy Team, LLC, Casco Bay Energy
Company, LLC, Coleto Creek Power, LLC, Comanche Peak Power Company LLC, Dynegy Coal Generation, LLC, Dynegy Coal Holdco, LLC, Dynegy Coal Trading & Transportation, L.L.C., Dynegy Conesville, LLC, Dynegy Dicks Creek, LLC, Dynegy Energy
Services (East), LLC, Dynegy Energy Services, LLC, Dynegy Fayette II, LLC, Dynegy Gas Imports, LLC, Dynegy Hanging Rock II, LLC, Dynegy Kendall Energy, LLC, Dynegy Killen, LLC, Dynegy Marketing and Trade, LLC, Dynegy Miami Fort, LLC, Dynegy Midwest
Generation, LLC, Dynegy Morro Bay, LLC, Dynegy Moss Landing, LLC, Dynegy Oakland, LLC, Dynegy Power, LLC, Dynegy Resource II, LLC, Dynegy Resources Generating Holdco, LLC, Dynegy South Bay, LLC, Dynegy Stuart, LLC, Dynegy Washington II, LLC, Dynegy
Zimmer, LLC, Ennis Power Company, LLC, Forney Pipeline, LLC, Havana Dock Enterprises, LLC, Hays Energy, LLC, Hopewell Power Generation, LLC, Illinois Power Resources Generating, LLC, Illinois Power Resources, LLC, IPH, LLC, La Frontera Holdings,
LLC, Lake Road Generating Company, LLC, Liberty Electric Power, LLC, Midlothian Energy, LLC, Milford Power Company, LLC, Oak Grove Management Company LLC, Ontelaunee Power Operating Company, LLC, Pleasants Energy, LLC, Richland-Stryker Generation
LLC, Sithe/Independence LLC,
T-Fuels,
LLC, Upton County Solar 2, LLC, Vistra Asset Company LLC, Vistra Intermediate Company LLC, Vistra Operations Company LLC and Wise County Power Company, LLC are all formed
as limited liability companies under the laws of the State of Delaware.
Section 18-108
of
the Delaware Limited Liability Company Act (the Delaware Act) provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have
the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
Section 18-303(a)
of the Delaware Act provides that the debts, obligations and liabilities of a
limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally
for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.
The limited liability company agreements of each of ANP Bellingham Energy Company, LLC, ANP Blackstone Energy Company, LLC, Calumet Energy
Team, LLC, Dynegy Resources Generating Holdco, LLC, Ennis Power Company, LLC, Hays Energy, LLC, Illinois Power Resources Generating, LLC, Illinois Power Resources, LLC, Lake Road Generating Company, LLC, Liberty Electric Power, LLC, Midlothian
Energy, LLC,