VST Vistra Corp

Exhibit 10.1

Execution Version

SEVENTEENTH AMENDMENT TO CREDIT AGREEMENT

THIS SEVENTEENTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 10, 2024 (including the annexes, schedules, exhibits and other attachments hereto, this “Seventeenth Amendment”), by and among Vistra Operations Company LLC, a Delaware limited liability company (the “Borrower”), Vistra Intermediate Company LLC, a Delaware limited liability company (“Holdings”), the other Credit Parties (as defined in the Credit Agreement referred to below) party hereto, the Lenders party hereto and Citibank, N.A., as Administrative Agent and as Collateral Agent. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement (as modified hereby).

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of October 3, 2016 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the Seventeenth Amendment Effective Date referred to below, the “Credit Agreement”), among Holdings, the Borrower, the Lenders party thereto, the Letter of Credit Issuers party thereto, the Administrative Agent, the Collateral Agent and the other parties named therein;

WHEREAS, pursuant to Sections 13.1 and 13.7 of the Credit Agreement, the Borrower and certain of the Lenders party hereto constituting not less than (i) all of the Lenders holding 2018 Incremental Term Loans directly and adversely affected by the terms of this Seventeenth Amendment and the transactions contemplated hereby and (ii) the Required Lenders (determined immediately prior to giving effect to this Seventeenth Amendment) agree to a decrease of the interest rate margins applicable to the 2018 Incremental Term Loans under the Credit Agreement as set forth herein, in each case subject to the terms and conditions hereof; and

WHEREAS, pursuant to Section 13.1 of the Credit Agreement, the Borrower and certain of the Lenders party hereto constituting not less than the Required Lenders (determined immediately prior to giving effect to this Seventeenth Amendment) agree to amend certain other provisions of the Credit Agreement as set forth herein, in each case subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

A. Amendments to the Credit Agreement. On the Seventeenth Amendment Effective Date, the Credit Agreement is hereby amended as follows:

1. Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:

“Seventeenth Amendment” means that certain Seventeenth Amendment, dated as of the Seventeenth Amendment Effective Date, among Holdings, the Borrower, the other Credit Parties, the Administrative Agent, the Collateral Agent, the Lenders party thereto and the various other parties party thereto.

“Seventeenth Amendment Effective Date” shall mean December 10, 2024.

“Seventeenth Amendment Repricing Transaction” shall mean (a) any prepayment or repayment of 2018 Incremental Term Loans with the proceeds of, or any conversion of 2018 Incremental Term Loans into, any substantially concurrent issuance of new or replacement tranche of broadly syndicated senior secured first lien term loans under credit facilities the primary purpose of which is to reduce the Yield applicable to the 2018 Incremental Term Loans and (b) any amendment to the 2018 Incremental Term Loans (or any exercise of any “yank-a-bank” rights in connection therewith)

the primary purpose of which is to reduce the Yield applicable to the 2018 Incremental Term Loans; provided that a Seventeenth Amendment Repricing Transaction shall not include any such prepayment, repayment, conversion or amendment in connection with (i) a Change of Control or other “change of control” transaction or (ii) any acquisition or investment by the Borrower or any Restricted Subsidiary that is either (x) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment or (y) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower in good faith.

2. The definition of “Applicable ABR Margin” appearing in Section 1.1 of the Credit Agreement is hereby amended by deleting said definition in its entirety and inserting a new definition in lieu thereof as follows:

“Applicable ABR Margin” shall mean, in the case of each ABR Loan that is a 2018 Incremental Term Loan (x) at any date prior to the Seventeenth Amendment Effective Date, 1.00% per annum and (y) at any date on or after the Seventeenth Amendment Effective Date, 0.75% per annum.

3. The definition of “Applicable Term SOFR Margin” appearing in Section 1.1 of the Credit Agreement is hereby amended by deleting said definition in its entirety and inserting a new definition in lieu thereof as follows:

“Applicable Term SOFR Margin” shall mean, in the case of each Term SOFR Loan that is a 2018 Incremental Term Loan (x) at any date prior to the Seventeenth Amendment Effective Date, 2.00% per annum and (y) at any date on or after the Seventeenth Amendment Effective Date, 1.75% per annum.

4. The definition of “Joint Lead Arrangers” appearing in Section 1.1 of the Credit Agreement is hereby amended by (x) deleting the language “thereby and” appearing immediately prior to clause (k) thereof and inserting the language “thereby,” in lieu thereof, (y) deleting the language “thereby.” appearing at the end of clause (k) thereof and inserting the language “thereby and” in lieu thereof and (z) inserting a new clause (l) as follows:

“(l) Goldman Sachs Bank USA, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Bank of America, N.A., Barclays Bank PLC, BMO Capital Markets Corp., BNP Paribas Securities Corp., Citibank, N.A., Credit Agricole Corporate and Investment Bank, JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc., Mizuho Bank, Ltd., Morgan Stanley Senior Funding, Inc., MUFG Bank, Ltd., Natixis, New York Branch, Royal Bank of Canada, Societe Generale, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and Truist Securities, Inc. as joint lead arrangers and joint bookrunners, in each case, for the Lenders under the Seventeenth Amendment and with respect to the transactions contemplated thereby.”

5. Section 4.1(b) of the Credit Agreement is hereby amended by inserting a new clause (v) as follows:

“(v) In the event that, after the Seventeenth Amendment Effective Date and prior to the six month anniversary of the Seventeenth Amendment Effective Date, the Borrower (x) makes any prepayment or repayment of 2018 Incremental Term Loans in connection with any Seventeenth Amendment Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Seventeenth Amendment Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders holding 2018 Incremental Term Loans, as applicable, (I) in the case of clause (x), a prepayment premium of 1.00% of the principal amount of the

2

2018 Incremental Term Loans being prepaid in connection with such Seventeenth Amendment Repricing Transaction and (II) in the case of clause (y), an amount equal to 1.00% of the aggregate amount of the applicable 2018 Incremental Term Loans of non-consenting Lenders outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such amendment.”

B. Conditions Precedent. This Seventeenth Amendment shall become effective as of the first date (the “Seventeenth Amendment Effective Date”) when each of the conditions set forth in this Section B shall have been satisfied:

1. The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) each of the other Credit Parties, (iii) the Administrative Agent and the Collateral Agent, (iii) any Person that acquires any 2018 Incremental Term Loans from any Seventeenth Amendment Non-Consenting 2018 Incremental Term Loan Lender as contemplated by Section B.5 below, (iv) the Required Lenders (determined immediately prior to giving effect to this Seventeenth Amendment) and (v) each 2018 Incremental Term Loan Lender (determined after giving effect to Section B.5 below).

2. The Borrower shall have (a) paid all fees and other amounts earned, due and payable to any Joint Lead Arranger pursuant to any agreements or arrangements entered into on or prior to the Seventeenth Amendment Effective Date pursuant to which the Borrower has agreed to compensate any such Joint Lead Arranger on or prior to the Seventeenth Amendment Effective Date in connection with the transactions contemplated by this Seventeenth Amendment and (b) to the extent invoiced at least three (3) Business Days prior to the Seventeenth Amendment Effective Date, reimbursed or paid all reasonable and documented out-of-pocket expenses in connection with this Seventeenth Amendment and any other reasonable and documented out-of-pocket expenses of the Agents, including the reasonable fees, charges and disbursements of counsel for Agents as required to be paid or reimbursed pursuant to the Credit Agreement.

3. The Administrative Agent shall have received (x) a certificate of good standing (or subsistence) with respect to each Credit Party from the Secretary of State (or similar official) of the State of such Credit Party’s organization, (y) a closing certificate executed by an Authorized Officer of the Borrower, dated the Seventeenth Amendment Effective Date, certifying as to (I) the accuracy (with respect to clauses (i), (ii) and (iii) of Section C.2 of this Seventeenth Amendment, in all material respects) of the matters set forth in Section C.2 of this Seventeenth Amendment and (II) the satisfaction of the condition set forth in Section B.4 of this Seventeenth Amendment.

4. No Default or Event of Default shall have occurred and be continuing (both immediately before and immediately after giving effect to this Seventeenth Amendment and the transactions contemplated by this Seventeenth Amendment).

5. (x) The 2018 Incremental Term Loans held by each Term Loan Lender holding 2018 Incremental Term Loans immediately prior to the Seventeenth Amendment Effective Date that has not executed and delivered a counterpart of this Seventeenth Amendment to the Administrative Agent on or prior to 3:00 p.m. (New York City time) on December 4, 2024 (or such later time and date as Goldman Sachs Bank USA may agree in its sole discretion), and constitutes a Non-Consenting Lender as contemplated by Section 13.7(b) of the Credit Agreement (each, a “Seventeenth Amendment Non-Consenting 2018 Incremental Term Loan Lender”) shall have been assigned to an assignee Lender in accordance with Sections 13.6(b) and 13.7 of the Credit Agreement, (y) any fees, costs and any other expenses in connection with such assignment arising under Sections 2.11 and 13.6 of the Credit Agreement shall have been paid in full or, in the case of transfer fees payable in connection with an assignment, waived by the Administrative Agent (it being understood that the Administrative Agent has waived the right to receive any processing and recordation fee as provided in Section 13.6(b)(ii) of

3

the Credit Agreement in connection with this Seventeenth Amendment and the transactions contemplated hereby) and (z) all accrued and unpaid interest on all 2018 Incremental Term Loans of each Seventeenth Amendment Non-Consenting 2018 Incremental Term Loan Lender shall have been paid in full by the assignee Lender to such Seventeenth Amendment Non-Consenting 2018 Incremental Term Loan Lender in accordance with Section 13.7(b) of the Credit Agreement.

6. The Borrower shall have paid on the Seventeenth Amendment Effective Date, all accrued and outstanding interest with respect to the 2018 Incremental Term Loans outstanding immediately prior to the effectiveness of this Seventeenth Amendment on the Seventeenth Amendment Effective Date (irrespective of whether such accrued amounts are otherwise then due and payable by the terms of the Credit Agreement).

7. The Administrative Agent shall have received, at least two Business Days prior to the Seventeenth Amendment Effective Date, all documentation and other information with respect to the Credit Parties that is requested by the Administrative Agent or a Lender party hereto and is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case, to the extent reasonably requested in writing at least five (5) Business Days prior to the Seventeenth Amendment Effective Date by the Administrative Agent or any Lender party hereto.

C. Other Terms.

1. Terms Related to Replacement. The parties hereto agree that (i) the Interest Periods applicable to the outstanding 2018 Incremental Term Loans as of the Seventeenth Amendment Effective Date shall not be affected by this Seventeenth Amendment and (ii) the Borrower is exercising its rights under Section 13.7 of the Credit Agreement in connection with this Seventeenth Amendment to require that each Seventeenth Amendment Non-Consenting 2018 Incremental Term Loan Lender assign all of its interests, rights and obligations under the Credit Documents to one or more assignees identified by the Borrower or the Administrative Agent, and the Administrative Agent shall coordinate the transfer of all 2018 Incremental Term Loans of each such Seventeenth Amendment Non-Consenting 2018 Incremental Term Loan Lender to the identified assignees, which transfers shall be effected in accordance with Sections 13.6 and 13.7(b) of the Credit Agreement (subject to Section C.12 of this Seventeenth Amendment) and shall be effective as of the Seventeenth Amendment Effective Date, and each assignee acquiring 2018 Incremental Term Loans in connection with such transfers shall have provided a signature page to this Seventeenth Amendment consenting hereto with respect to such acquired 2018 Incremental Term Loans.

2. Credit Party Certifications. By execution of this Seventeenth Amendment, each Credit Party hereby certifies, solely with respect to itself and on behalf of the applicable Credit Party and not in his/her individual capacity, that as of the Seventeenth Amendment Effective Date:

4

3. Borrower Covenants. By its execution of this Seventeenth Amendment, the Borrower hereby covenants that the Borrower shall make any payments to Seventeenth Amendment Non-Consenting 2018 Incremental Term Loan Lender required pursuant to Section 2.11 of the Credit Agreement in connection with the 2018 Incremental Term Loans.

4. Amendment, Modification and Waiver. This Seventeenth Amendment may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered in accordance with the provisions of Section 13.1 of the Credit Agreement.

5. Entire Agreement. This Seventeenth Amendment, the Credit Agreement (as modified hereby) and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

5

6. GOVERNING LAW. THIS SEVENTEENTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. Severability. Any term or provision of this Seventeenth Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Seventeenth Amendment or affecting the validity or enforceability of any of the terms or provisions of this Seventeenth Amendment in any other jurisdiction. If any provision of this Seventeenth Amendment is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

8. Counterparts. This Seventeenth Amendment may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by fax or other electronic transmission of an executed counterpart of a signature page to this Seventeenth Amendment shall be effective as delivery of an original executed counterpart of this Seventeenth Amendment and the words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Seventeenth Amendment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. The Administrative Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature executed electronically or delivered by fax or other electronic transmission.

9. Submission to Jurisdiction. Each party hereto irrevocably and unconditionally:

6

10. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SEVENTEENTH AMENDMENT AND FOR ANY COUNTERCLAIM THEREIN.

11. Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Seventeenth Amendment Effective Date and after giving effect to this Seventeenth Amendment and the transactions contemplated hereby, all Obligations of the Borrower shall be guaranteed pursuant to the Guarantee in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Seventeenth Amendment, as of the Seventeenth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Seventeenth Amendment Effective Date and after giving effect to this Seventeenth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Seventeenth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Seventeenth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Seventeenth Amendment effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Seventeenth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement (as modified hereby). This Seventeenth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

7

12. Assignments. The Borrower and the Administrative Agent hereby consent to (a) each assignment of 2018 Incremental Term Loans made by any Seventeenth Amendment Non-Consenting 2018 Incremental Term Loan Lender to any assignee in connection with the replacement of any Seventeenth Amendment Non-Consenting 2018 Incremental Term Loan Lender (but only to the extent the applicable assignee is Goldman Sachs Bank USA, an affiliate thereof or has been identified on a list approved by the Borrower on or prior to Seventeenth Amendment Effective Date) and (b) each assignment of 2018 Incremental Term Loans made by the assignee referred to in immediately preceding clause (a) to any assignee (but only to the extent the applicable assignee (or an affiliate thereof) has been identified on a list approved by the Borrower on or prior to the Seventeenth Amendment Effective Date).

13. Miscellaneous. This Seventeenth Amendment shall constitute a Credit Document for all purposes of the Credit Agreement and the other Credit Documents (in each case, as modified hereby). Except as specifically modified by this Seventeenth Amendment, (i) the Credit Agreement and the other Credit Documents shall remain in full force and effect and (ii) the execution, delivery and performance of this Seventeenth Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Credit Documents.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

8

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Seventeenth Amendment as of the date first set forth above.

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]

[Signature Page to Vistra Operations Company Seventeenth Amendment]