VST Vistra Corp

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145 of the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

Section 145(g) of the DGCL also empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145 of the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide for eliminating or limiting the personal liability of one of its directors for any monetary damages related to a breach of fiduciary duty as a director, as long as the corporation does not eliminate or limit the liability of a director for (a) a breach of the director’s duty of loyalty to the corporation or its stockholders, (b) acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (c) a violation of Section 174 of the DGCL (unlawful dividends) or (d) any transaction from which the director derived an improper personal benefit.

Article XII of the Charter eliminates the personal liability of Vistra Energy’s directors to the fullest extent permitted by the DGCL. Such section eliminates the personal liability of a director to Vistra Energy or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to Vistra Energy or our stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL (unlawful dividends), or (d) for any transaction from which the director derived an improper personal benefit. Under the Bylaws, Vistra Energy agrees that it is the indemnitor of first resort to provide advancement of expenses or indemnification to directors and officers.

Article VI of the Bylaws provides that Vistra Energy shall indemnify and hold harmless each person who was or is made a party or is threatened to be made a party to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute mechanism, inquiry, judicial, administrative or legislative hearing, investigation or other threatened, pending or completed proceeding, whether brought by or in the right of Vistra Energy or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature by reason of the fact that he or she is or was a director, an officer, or while a director or officer of Vistra Energy is or was serving at the request of Vistra Energy as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, to the fullest extent authorized by applicable law, including, without limitation, the DGCL. Under the Bylaws, except as otherwise required by law, Vistra Energy shall indemnify an officer or director in connection with a proceeding initiated by the officer or director, only if such proceeding or part thereof was authorized or ratified by the Board.

Vistra Energy Indemnification Agreements

We have entered into indemnification agreements with each of our officers and directors that provide, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service to us or on our behalf.

Vistra Energy Directors’ and Officers’ Liability Insurance

We have obtained directors’ and officers’ liability insurance which insures against certain liabilities that our directors and officers may, in such capacities, incur.

Indemnification under the Registration Rights Agreement

The registration rights agreement dated August 21, 2017 and incorporated by reference as an exhibit hereto provides for indemnification of our directors, our officers and our controlling persons, if any, by the holders of the Old Notes and by any participating broker-dealers (as such terms are defined in the prospectus included in this registration statement) against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Indemnification by the Registrant Subsidiary Guarantors

Registrant Subsidiary Guarantors incorporated under the laws of the State of Delaware

Each of Dynegy Administrative Services Company, Dynegy Associates Northeast LP, Inc., Dynegy Northeast Generation GP, Inc., EquiPower Resources Corp., Sithe Energies, Inc., Dynegy Power Generation, Inc., TXU Retail Services Company, Vistra Finance Corp., and Vistra Preferred Inc. are incorporated under the laws of the State of Delaware.

The articles of incorporation of each of Dynegy Administrative Services Company, Dynegy Associates Northeast LP, Inc., Dynegy Northeast Generation GP, Inc. and EquiPower Resources Corp. provide that directors of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of the directors’ fiduciary duty except for liability (a) for any director’s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the director derived any improper benefit. The articles of incorporation of EquiPower Resources Corp. further provide that the corporation shall indemnify any and all persons whom it shall have power to indemnify from and against any and all expenses, liabilities or matters covered by (a)-(d) of the preceding sentence.

The articles of incorporation of Sithe Energies, Inc. provide that no director of the corporation shall be personally liable to the corporation or its stockholders for any acts or omissions in the performance of his or her duties as a director of the corporation. The articles of incorporation also provide that the corporation must indemnify directors and officers to the fullest extent permitted by the DGCL and require the corporation to advance expenses.

The articles of incorporation of Dynegy Power Generation, Inc. provide no director of the corporation shall be personally liable to the corporation or its stockholders to the fullest extent permitted by the DGCL. The articles of incorporation also provide that the corporation must indemnify directors and officers to the fullest extent permitted by the DGCL and require the corporation to advance expenses.

The articles of incorporation of TXU Retail Services Company provide that no director of the corporation shall be liable to the corporation or its shareholders for monetary damages for any act or omission in the director’s capacity as a director, except for instances where the director is found liable under applicable law for (a) a breach of the director’s duty of loyalty to the corporation or its shareholders, (b) an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or that involves intentional misconduct or a knowing violation of the law, (c) a transaction from which the director received an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the director’s duties or (d) an act or omission for which the liability of the director is expressly provided for by an applicable statute. The articles of incorporation provide that the corporation must indemnify directors and officers to the fullest extent permitted by the DGCL, except if: (a) the person’s acts or omissions that would otherwise be subject to indemnification were committed in bad faith or were the result of active and deliberate dishonesty or (b) such person personally gained a profit to which he or she was not legally entitled with an action or omission that would otherwise be subject to indemnification. The articles of incorporation require the corporation to advance expenses.

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,

Milford Power Company, LLC, Wise County Power Company, LLC, Pleasants Energy, LLC and T-Fuels, LLC provide that any officer, director, employee, member or affiliate of a member of the company will not be liable for, and will be indemnified and held harmless by the company against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such person may be involved, as a party or otherwise, by reason of its being an officer, director, employee, member or affiliate of a member of the company, or by reason of its involvement in the management of the affairs of the company, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred; provided , however , that no such person will be held harmless or indemnified for any losses, liabilities or expenses arising out of (i) the fraud, intentional misconduct or knowing or reckless breach of such person’s obligations or (ii) bad faith of such person. Each limited liability company agreement further provides that any such person entitled to indemnification by the company will also be entitled to indemnification against reasonable expenses (as incurred), including attorneys’ fees, to the fullest extent permitted under the Delaware Act.

The limited liability company agreements of each of Casco Bay Energy Company, LLC, Dynegy South Bay, LLC, Dynegy Morro Bay, LLC, Dynegy Moss Landing, LLC, Dynegy Oakland, LLC and Richland-Stryker Generation LLC provide that none of the members or any officers or managers of the company, or any partners, members, employees, affiliates, representatives or agents of the company, shall be liable to the company or any other person for any act or omission taken or omitted by such person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the company and is within the scope of authority granted to such person by the company, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence. The limited liability company agreement also provides that the company must indemnify and hold harmless any such person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative in which such person may be involved, or threatened to be involved, as a part or otherwise, by reason of its management of the affairs of the company or which relates to or arises out of the company or its property, business or affairs. No person shall be entitled to indemnification with respect to (a) any claim with respect to which such person has engaged in fraud, willful misconduct, bad faith or gross negligence or (b) any claim initiated by such person unless such claim (or part thereof) (i) was brought to enforce such person’s rights to indemnification hereunder or (ii) was authorized or consented to by the member of the company. Each limited liability company agreement further provides for the advancement of expenses, subject to certain limiting circumstances.

The limited liability company agreements of each of Dynegy Coal Generation, LLC, Dynegy Coal Holdco, LLC, 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 Power, LLC, Dynegy Resource II, LLC, Dynegy Stuart, LLC, Dynegy Washington II, LLC, Dynegy Zimmer, LLC, IPH, LLC and Ontelaunee Power Operating Company, LLC provide that neither the member nor any officer, employee or agent of the company nor any employee, representative, agent or affiliate of the member shall be liable to the company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the company to the fullest extent permitted by law; provided , however , that no such person shall be liable for any such loss, damage or claim incurred by reason of such person’s gross negligence or willful misconduct. Each limited liability company agreement also provides that such person shall be entitled to indemnification from the company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority granted to such person to the fullest extent provided by law; provided , however , that no such person shall be entitled to indemnification by reason of gross negligence or willful misconduct. Subject to certain limiting circumstances, each limited liability company agreement also requires the company to advance expenses to such person to the fullest extent permitted by law.

The limited liability company agreement of Dynegy Coal Trading & Transportation, L.L.C. provides that the company must indemnify managers and officers to the fullest extent permitted by the Delaware Act. The

limited liability company agreement further (a) requires the company to advance expenses and (b) allows the company to purchase and maintain indemnification insurance.

The limited liability company agreement of Havana Dock Enterprises, LLC provides that no member shall have any personal liability whatsoever to the company or any other member on account of such member’s status as a member or by reason of such member’s acts or omissions in connection with the conduct of the business of the company; provided , however , that nothing the member will be liable to the company or other members for any liability by reason of (a) any act or omission of such member that involves actual fraud or willful misconduct or (b) any transaction from which such member derived an improper personal benefit. The limited liability company agreement further provides that the company must indemnify members, officers, employees or agents of the company to the fullest extent provided by the Delaware Act; provided , however , that no such person is entitled to indemnification if the liability results from (a) actual fraud or willful misconduct or (b) any transaction from which such person derived an improper personal benefit. The limited liability company agreement also (a) requires the advancement of expenses and (b) allows the company to purchase and maintain indemnification insurance.

The limited liability company agreement of Sithe/Independence LLC provides that the company must indemnify any member, shareholder, director, officer, employee or agent of the member or the company to the fullest extent permitted by law, but only in instances where (a) such person acts in good faith and (b) such person’s conduct does not constitute willful misconduct or gross negligence. The limited liability company agreement further requires that, subject to certain limiting circumstances, the company advance expenses.

The limited liability company agreements of each of Coleto Creek Power, LLC, Comanche Peak Power Company LLC, Hopewell Power Generation, LLC, Upton County Solar 2, LLC, Vistra Asset Company LLC, Vistra Intermediate Company LLC and Vistra Operations Company LLC provide that no member, manager or officer shall be liable to the company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of such person’s authority; provided , however , that such person shall be liable for any such loss, damage or claim incurred by reason of such person’s gross negligence or willful misconduct. Each limited liability company agreement further provides that the company shall indemnify any member, manager or officer to the fullest extent permitted by the Delaware Act and that the company (a) must, subject to certain limiting circumstances, advance expenses and (b) may purchase and maintain indemnification insurance.

The limited liability company agreements of each of Brighten Energy LLC, Forney Pipeline, LLC, La Frontera Holdings, LLC and Oak Grove Management Company LLC provide that the company must indemnify any member, manager of officer to the fullest extent permitted by the Delaware Act. Each limited liability company agreement further provides that the company (a) must, subject to certain limiting circumstances, advance expenses and (b) may purchase and maintain indemnification insurance.

Registrant Subsidiary Guarantors incorporated under the laws of the State of Illinois

Coffeen and Western Railroad Company, Illinois Power Generating Company, Illinois Power Marketing Company and Illinova Corporation are all incorporated under the laws of the State of Illinois.

Section 8.75(a) of the Illinois Business Corporation Act of 1983 (the “IBCA”) allows a corporation to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person (a) acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and (ii) with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was

unlawful. Section 8.75(b) of the IBCA allows a corporation to indemnify, in actions brought by or in the right of the corporation, such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation; provided that no indemnification shall be made with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. To the extent such person has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, such person is entitled to indemnification against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, if the person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation.

Section 8.75(e) of the IBCA allows a corporation to pay expenses (including attorney’s fees) incurred by an officer or director of the corporation in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorney’s fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be so paid on such terms and conditions, if any, as the corporation deems appropriate.

Section 8.75(f) of the IBCA provides that the indemnification and advancement of expenses provided by or granted under Section 8.75 of the IBCA shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 8.75(g) of the IBCA allows a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of Section 8.75 of the IBCA.

The articles of incorporation of each of Coffeen and Western Railroad Company and Illinois Power Marketing Company provide that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the IBCA.

The articles of incorporation of each of Illinois Power Generating Company and Illinova Corporation provide that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 8.65 of the IBCA or (d) for any transaction from which the director derived an improper personal benefit. The articles of incorporation of Illinova Corporation further provide that the corporation must indemnify any director or officer to the fullest extent permitted by the IBCA.

The bylaws of each of Coffeen and Western Railroad Company, Illinois Power Generating Company, Illinois Power Marketing Company and Illinova Corporation provide that the corporation must (a) indemnify directors and officers to the fullest extent permitted by law and (b) subject to certain requirements, advance

expenses. The bylaws further provide that the corporation may purchase and maintain insurance on behalf of any director or officer against any liability asserted against such director or officer and incurred by such director or officer in any such capacity, or arising out of such director’s or officer’s status as such, whether or not the corporation would have the power to indemnify such director or officer against such liability under the bylaws or applicable law.

Registrant Subsidiary Guarantors formed under the laws of the State of Ohio

Dynegy Commercial Asset Management, LLC is formed under the laws of the State of Ohio.

Section 1705.32(A) of the Ohio Revised Code (the “ORC”) provides that a limited liability company may indemnify or agree to indemnify any person who was or is a party, or who is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the company, because he is or was a manager, member, partner, officer, employee, or agent of the company or is or was serving at the request of the company as a manager, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise. The company may indemnify or agree to indemnify a person in that position against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement that actually and reasonably were incurred by him in connection with the action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company and, in connection with any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 1705.32(B) of the ORC provides that a limited liability company may indemnify or agree to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the company to procure a judgment in its favor, because he is or was a manager, officer, employee, or agent of the company or is or was serving at the request of the company as a manager, member, partner, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise. The company may indemnify or agree to indemnify a person in that position against expenses, including attorney’s fees, that were actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company, except that an indemnification shall not be made in respect of any claim, issue, or matter as to which the person is adjudged to be liable for negligence or misconduct in the performance of his duty to the company unless and only to the extent that the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnification for expenses that the court considers proper.

The limited liability company agreement of Dynegy Commercial Asset Management, LLC provides that neither the member nor any officer, employee or agent of the company nor any employee, representative, agent or affiliate of the member shall be liable to the company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the company to the fullest extent permitted by law; provided , however , that no such person shall be liable for any such loss, damage or claim incurred by reason of such person’s gross negligence or willful misconduct. The limited liability company agreement also provides that such person shall be entitled to indemnification from the company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority granted to such person to the fullest extent provided by law; provided , however , that no such person shall be entitled to indemnification by reason of gross negligence or willful misconduct. Subject to certain limiting circumstances, each limited liability company agreement also requires the company to advance expenses to such person to the fullest extent permitted by law.

Registrant Subsidiary Guarantors formed under the laws of the Commonwealth of Massachusetts

Masspower, LLC is formed under the laws of the Commonwealth of Massachusetts.

Section 8(a) of the Massachusetts Limited Liability Company Act (the “Massachusetts Act”) provides that, subject to such standards and restrictions, if any, as are set forth in its certificate of organization or a written operating 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. Such indemnification may include payment by the limited liability company of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this section, which undertaking may be accepted without reference to the financial ability of such person to make repayment. Any such indemnification may be provided although the person to be indemnified is no longer a member or manager. No indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the limited liability company.

Section 8(b) of the Massachusetts Act provides that the certificate of organization or a written operating agreement may eliminate or limit the personal liability of a member or manager for breach of any duty to the limited liability company or to another member or manager.

The limited liability company agreement of Masspower, LLC provides that no manager or officer shall be liable to the company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such manager or officer in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such manager or officer, except that a manager or officer shall be liable for any such loss, damage or claim incurred by reason of such manager’s or officer’s gross negligence or willful misconduct. The limited liability company agreement further (a) provides for indemnification of managers and officers to the fullest extent authorized by law, including the Massachusetts Act and (b) requires the company to advance expenses. The limited liability company agreement also allows the company to purchase and maintain indemnification insurance.

Registrant Subsidiary Guarantors incorporated under the laws of the State of Pennsylvania

NEPCO Services Company and Northeastern Power Company are incorporated under the laws of the State of Pennsylvania.

Section 1741 of Subchapter D, Chapter 17, of the Pennsylvania Business Corporation Law (the “PBCL”) provides that a business corporation shall have power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 1742 of the PBCL provides that a business corporation shall have power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation; provided , however , that indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which the action

was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court of common pleas or other court deems proper.

Section 1743 of the PBCL provides that indemnification against any expenses (including attorney fees) is mandatory to the extent such person succeeds on the merits or otherwise in defense of any action or proceeding referred to in Section 1741 or Section 1742 of the PBCL.

Section 1744 of the PBCL provides that, unless ordered by the court, any indemnification under Section 1741 or Section 1742 of the PBCL shall be made by the business corporation only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding, (ii) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the shareholders.

Section 1745 of the PBCL provides that expenses (including attorneys’ fees) incurred in defending any action or proceeding referred to in Subchapter D of Chapter 17 of the PBCL may be paid by a business corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the representative to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the corporation as authorized in this subchapter or otherwise. Except as otherwise provided in the bylaws of the corporation, advancement of expenses shall be authorized by the board of directors.

Section 1746(a) of the PBCL provides that the indemnification and advancement of expenses provided by the previous sections of the PBCL shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding that office. Section 1746(b) of the PBCL provides that indemnification shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 1747 of the PBCL provides that, unless otherwise restricted by its own bylaws, a business corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against that liability under the provisions of Subchapter D of Chapter 17 of the PBCL.

Section 1748 and Section 1749 of the PBCL provide for the extension of the indemnification and advancement of expenses provided by Sections 1741-1747 of the PBCL to (i) constituent and surviving corporations and (ii) persons serving as fiduciaries of employee benefit plans.

Section 1750 of the PBCL provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Subchapter D of Chapter 17 of the PBCL, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the corporation and shall inure to the benefit of the heirs and personal representative of that person.

The articles of incorporation of each of NEPCO Services Company and Northeastern Power Company do not specify the extent to which the corporation may indemnify its directors or officers.

The bylaws for each of NEPCO Services Company and Northeastern Power Company provide that the corporation shall indemnify directors and officers of the corporation to the fullest extent that a corporation may grant indemnification to a person serving in such capacity under the PBCL. The bylaws require the corporation to advance expenses.

Registrant Subsidiary Guarantors incorporated under the laws of the State of Texas

Dallas Power & Light Company, Inc., Dynegy Operating Company, Generation SVC Company, Lone Star Energy Company, Inc., Lone Star Pipeline Company, Inc., Luminant Energy Trading California Company, 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., TXU Electric Company, Inc., Vistra Corporate Services Company, Vistra EP Properties Company and Wise-Fuels Pipeline, Inc. are all incorporated under the laws of the State of Texas.

Section 8.051 of the Texas Business Organization Code (the “TBOC”) provides that a corporation must indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate, if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding.

Section 8.101 and Section 8.102 of the TBOC provide that a corporation may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding if it is determined in accordance with Section 8.103 that: (a) the person (i) acted in good faith, (ii) reasonably believed (A) in the case of conduct in the person’s official capacity, that the person’s conduct was in the corporation’s best interests and (B) in any other case, that the person’s conduct was not opposed to the corporation’s best interests, and (iii) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful, (b) with respect to expenses, the amount of expenses other than a judgment is reasonable and (c) indemnification should be paid. Indemnification of a person who is found liable to the corporation or is found liable because the person improperly received a personal benefit is limited to reasonable expenses actually incurred by the person in connection with the proceeding.

Section 8.104 of the TBOC provides that a corporation may pay or reimburse reasonable expenses incurred by a present governing person or delegate who was, is, or is threatened to be made a respondent in a proceeding in advance of the final disposition of the proceeding under certain circumstances.

Section 8.105 of the TBOC provides that a corporation may indemnify and advance expenses, to the same extent as a governing person, to a person who is not a governing person, including an officer, employee, or agent, as provided by (a) the corporation’s governing documents, (b) general or specific action of the corporation’s governing authority, (c) resolution of the corporation’s owners or members, (d) contract or (e) common law.

Section 8.151 of the TBOC provides that a corporation may purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless an existing or former governing person, delegate, officer, employee, or agent.

The articles of incorporation of each of Generation SVC Company, Lone Star Energy Company, Inc., Texas Utilities Company, Inc., Southwestern Electric Service Company, Inc., Lone Star Pipeline Company, Inc., Texas Energy Industries Company, Inc., Texas Utilities Electric Company, Inc. and TXU Electric Company, Inc. provide that the corporation must indemnify and may purchase and maintain insurance or other arrangements on behalf of directors and officers of the corporation to the fullest extent permitted by the TBOC. The articles of incorporation further provide that a director of the corporation shall not be personally liable to the corporation or its shareholders to the fullest extent permitted by the TBOC.

The articles of incorporation of each of Dallas Power & Light Company, Inc., Texas Electric Service Company, Inc., Texas Power & Light Company, Inc. and Vistra Corporate Services Company provide that the corporation must reimburse or indemnify any director or officer from and against all expenses and liabilities incurred by him or her, or imposed on him or her, including, but not limited to, judgments, settlements, court costs and attorneys’ fees, in connection with, or arising out of, the defense of any action, suit or preceding in which he or she may be involved by reason of his being or having been such director or officer, except with respect to matters as to which he or she shall be adjudged in such action, suit or proceed to be liable because he

did not act in good faith, or because of dishonesty or conflict of interest in the performance of his duty. The articles of incorporation provide that a corporation may indemnify and insure directors or officers to the fullest extent provided by the TBOC.

The articles of incorporation of Luminant Energy Trading California Company provide that a director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for any act or omission in his or her capacity as a director to the fullest extent permitted by law.

The articles of incorporation of Vistra EP Properties Company provide that the corporation must indemnify and may insure all directors and officers to the fullest extent permitted by the TBOC. The articles further provide that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for any act or omission in such director’s capacity as a director to the fullest extent permitted by the TBOC.

The articles of incorporation of each of Dynegy Operating Company and Wise-Fuels Pipeline, Inc. do not specify the extent to which the corporation may indemnify its directors or officers.

The bylaws of each of Dallas Power & Light Company, Inc., Lone Star Energy Company, Inc., Lone Star Pipeline Company, Inc., Texas Electric Service Company, Inc., Texas Utilities Electric Company, Inc., Southwestern Electric Service Company, Inc., Texas Utilities Company, Inc., Texas Energy Industries Company, Inc., Texas Power & Light Company, Inc., and TXU Electric Company, Inc. provide that directors and officers must be indemnified and held harmless by the corporation to the fullest extent provided by applicable law, including by the TBOC. The bylaws provide further that the corporation (a) must advance expenses under certain circumstances and (b) may maintain insurance on behalf of the directors and officers.

The bylaws of Dynegy Operating Company provide that the corporation must indemnify directors and officers to the fullest extent to which it is empowered to do so by the TBOC.

The bylaws of each of Generation SVC Company, Luminant Energy Trading California Company, Vistra Corporate Services Company and Vistra EP Properties Company provide that the corporation must indemnify and may purchase insurance or other arrangements for the benefit of directors and officers of the corporation to the fullest extent permitted by the laws of the State of Texas, including the TBOC.

The bylaws of Wise-Fuels Pipeline, Inc. provide that the corporation must indemnify directors and officers of the corporation to the fullest extent permitted by the TBOC. The bylaws further provide that the corporation must advance expenses.

Registrant Subsidiary Guarantors formed under the laws of the State of Texas

Big Brown Power Company LLC, Dynegy Power Marketing, LLC, Luminant Energy Company LLC, Luminant Generation Company LLC, Luminant Mining Company LLC, NCA Resources Development Company LLC, Sandow Power Company LLC, TXU Energy Retail Company LLC, Value Based Brands LLC, Wharton County Generation, LLC are all formed under the laws of the state of Texas.

Section 101.401 of the TBOC provides that the company agreement of a limited liability company may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or manager of the company.

Section 101.402 of the TBOC provides that a limited liability company may (a) indemnify a member, manager or officer, (b) pay in advance or reimburse expenses incurred by a member, manager or officer and (c) purchase, procure or establish and maintain insurance or other arrangement to indemnify or hold harmless a member, manager or officer.

The limited liability company agreements of each of Big Brown Power Company LLC, Luminant Energy Company LLC, Luminant Generation Company LLC, Luminant Mining Company LLC, NCA Resources

Development Company LLC, Sandow Power Company LLC and TXU Energy Retail Company LLC provide that the company must indemnify any member, manager or officer of the company to the fullest extent provided by the TBOC. Each limited liability company agreement further provides that the company (a) shall, subject to certain limiting circumstances, advance expenses and (b) may purchase and maintain indemnification insurance.

The limited liability company agreements of each of Luminant ET Services Company LLC and Value Based Brands LLC provide that no member, manager or officer of the company shall be liable to the company for any loss, damage or claim incurred by reason of any act or omission performed by such person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of authority of such person, except that such person shall be liable for any such loss, damage or claim incurred by reason of such person’s gross negligence or willful misconduct. Each limited liability company agreement further provides that any member, manager or officer of the company shall be indemnified to the fullest extent permitted by the TBOC, and that the company (a) shall, subject to certain limiting circumstances, advance expenses and (b) may purchase and maintain indemnification insurance.

The limited liability company agreement of Dynegy Power Marketing, LLC provides that, to the fullest extent permitted by law, no member, officer, employee or agent of the company shall be liable to the company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of the company and in a manner reasonably believed to be within the scope of the authority conferred on such person, except that such person shall be liable for any loss, damage or claim incurred by reason of fraud, bad faith, gross negligence or willful misconduct on behalf of such member, officer, employee or agent of the company. The limited liability company agreement further provides that any member, officer, employee or agent of the company shall be indemnified to the fullest extent permitted by applicable law, and that the company shall, subject to certain limiting circumstances, advance expenses.

The limited liability company agreement of Wharton County Generation, LLC provides that, any officer, director, employee, member or affiliate of a member of the company will not be liable for, and will be indemnified and held harmless by the company against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such person may be involved, as a party or otherwise, by reason of its being an officer, director, employee, member or affiliate of a member of the company, or by reason of its involvement in the management of the affairs of the company; provided , however , that no such person will be held harmless or indemnified for any losses, liabilities or expenses arising out of (a) the fraud, intentional misconduct, or knowing or reckless breach of such person’s obligations or (b) the bad faith of such person.

Registrant Subsidiary Guarantors formed under the laws of the Commonwealth of Virginia

Kincaid Generation, L.L.C. is formed under the laws of the Commonwealth of Virginia.

Section 13.1-1009 of the Virginia Limited Liability Company Act (the “Virginia Act”) provides that a company may, subject to such standards and restrictions, if any, as are set forth in its articles of organization or an operating agreement, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.

The limited liability company agreement of Kincaid Generation, L.L.C. provides that any officer, director, employee, member or affiliate of a member of the company will not be liable for, and will be indemnified and held harmless by the company against, any and all losses, liabilities and reasonable expenses, including attorneys’ fees, arising from proceedings in which such person may be involved, as a party or otherwise, by reason of its being an officer director, employee, member or affiliate of a member of the company, or by reason of its involvement in the management of the affairs of the company, whether or not it continues to be such at the time any such loss, liability or expense is paid or incurred; provided , however , that no such person will be held harmless or indemnified for any losses, liabilities or expenses arising out of (a) the fraud, intentional misconduct,

or knowing or reckless breach of such person’s obligations to the company or (b) the bad faith of such person. The limited liability company agreement further provides that the company must advance reasonable expenses to the fullest extent permitted by the Virginia Act.

Financial Statements

None. Financial statement schedules have been omitted since the required information is included in the consolidated financial statements of Vistra and Dynegy incorporated by reference into this registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.